ACCOUNTS - Final Accounts


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Registered number: 08239135










TERRADACE HOLDINGS LIMITED










CONSOLIDATED DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

 
TERRADACE HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
P Beaumont 
D Price 
J P Beynon 
N Laister 
N Harbury 




Registered number
08239135



Registered office
4th Floor
7/10 Chandos Street

London

W1G 9DQ




Independent auditors
Simmons Gainsford LLP
Chartered Accountants & Statutory Auditors

7-10 Chandos Street

London

W1G 9DQ





 
TERRADACE HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 8
Independent Auditors' Report
9 - 11
Consolidated Statement of Comprehensive Income
12
Consolidated Balance Sheet
13 - 14
Company Balance Sheet
15
Consolidated Statement of Changes in Equity
16 - 17
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
19 - 20
Analysis of Net Debt
21
Notes to the Financial Statements
22 - 48


 
TERRADACE HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Introduction
 
The directors present their strategic report, which is followed by the directors' report, together with the audited financial statements for the year ended 30 September 2020.

Business review
 
The principal activity is that of a holding company.
Whilst recognising the unprecedented times in which it operates, the Group has continued to pursue its long-term strategy of diversifying its global interests coupled with risk mitigation; to deliver a long-term sustainable business structure. In the period, the Group has seen recent major acquisitions thrive and has continued to invest in integrated end to end supply chains; unique joint ventures; innovative agriculture; land acquisition and innovative energy extraction techniques. Whist many parts of the economy have suffered terribly during the pandemic, the Group’s strategy of open customer focused business models has served it particularly well. This has been further augmented by the growth in at home food consumption and the move back to big shop retailers and the explosion in online shopping.
The current reporting period has seen the business once again grow rapidly in turnover, profit, cash generation and the delivery of an enhanced asset base.
 
Within the period the Group has been able to maximise the success of the significant acquisition it made in the previous period and has made strategic investments that have enhanced the portfolio and will lead to continued improvement in performance both in the medium and long term. All investments and acquisitions that have been made are aligned to the core business strategy and build on the knowledge, skills, and talent inherent within the business.
The subsidiaries of the Group in the period are listed in note 16 to the accounts.
Our transparent and fully integrated fresh produce supply model has had an incredibly successful year as our open transparent, direct to grower model has been proven to provide exceptional insight for our customers and our growers. This has allowed the Group to take increasing market share from its competition and has driven further and accelerated consolidation in the fresh produce market. The customer focused iterative model, aligned with our joint venture packing hub has again seen significant improvements in the service delivery for our customers and grower partners. We have invested with our joint venture partners in a second packing facility that was delivered on time and on budget. This second facility is already reaching capacity, another example of how effective the model has become.
The Group companies associated with core agriculture continue to evolve at pace in the period. The Group began construction of Europe’s largest vertical farm which will see ground-breaking agriculture technology delivered at scale in 2021. Furthermore, this is coupled with planting of up to 50 hectares of unique varieties as part of a major international joint venture. We are now seeing the crystallisation of our investment in unique varieties and innovative agricultural systems to evolve UK production. However, it is now evident that the continued change in the global climate is having an immediate impact on high-risk conventional agriculture. It is the Groups intention to move where applicable to an agricultural model that operates exclusively in protected environments. The Group has secured additional sites for the rapid expansion of its vertical farming technology and will look to expand at pace both within the UK and internationally. The business believes it is at the cutting edge of new agricultural technology and will be pursuing a patent to protect this revolutionary technology. Given the overall business environment this area presents a very significant opportunity. All the investments in this area are intrinsic to our goals of long-term sustainability and minimising environmental impacts.


 
Page 1

 
TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020


The Group continues to build a large selection of resource opportunities to evolve the geological and energy generation Group companies. Currently the Group is pursuing a mixture of exploitation opportunities for positive cash generation and an industry disruptive exploration model to generate significant asset value. This is in addition to the acquisition of significant acreages of land in the period. Additionally, in the period the Group has again proven the scientific efficacy of its energy strategy and will continue to exploit this once the geopolitical position is more certain. The Group has an effective plan for the next three years and will undertake a strategic business review in this area at the end of that period.
Whilst risk is ever present in the markets and countries that the Group operates, we undertake continuous analysis of said risk and implement iterative processes to mitigate this. It is evident as previously stated that the portfolio of companies and our intrinsic values have proven to be intimately aligned with our customers and have served us incredibly well in a very challenging period. Whilst compiling this report Coronavirus has had no significant impact on the Group’s activities. Demand for our services over the period have increased rapidly and this has continued post the year end and as of writing this report we continue to experience this. As always, our extremely talented management team is closely monitoring the situation and will act accordingly to mitigate any potential change in market conditions.
The Group has grown significantly in the period and its continued evolution is above the plan set by the board and this rate of growth continues post year end. The Group’s financial position is very robust with excellent backing from the shareholders and financial institutions. We will continue with our considered investment approach underpinned by a very healthy and vibrant Group of businesses.
The Group continues to be run by a talented, focused, and dedicated team of management who continue to deliver exceptional performance. We are extremely positive about how the Group is positioned and that the current performance and outlook for the future remains very encouraging.    

Principal risks and uncertainties
 
The Group's financial instruments principally comprise of trade debtors, cash at bank, trade creditors and bank loan facilities, the main purpose of which is to finance the Group's operations. In addition, the Group has various other financial assets and liabilities arising directly from operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are interest, liquidity, credit, and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.
Interest rate risk
The Group is exposed to cash flow interest rate risk on its floating rate borrowings.  All significant borrowings are in sterling.
Liquidity risk
The Group manages its borrowings requirements to ensure the company has sufficient liquid resources to meet the operating needs of the business.
Credit risk
All debtors are subject to credit verification procedures by the Board. Debtors are reviewed on a regular basis and provisions are made for doubtful debts when necessary.
Foreign exchange risk
The Group is exposed to exchange rate fluctuations particularly where goods are purchased in Euros. This is largely managed through hedging via use of currency forward contracts.

Page 2

 
TERRADACE HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Section 172 Companies Act 2006 Statement
The directors consider that the decisions taken during the financial year comply with the requirements of s172(1)
of the Companies Act 2006.

Directors' statement of compliance with duty to promote the success of the Group
 
The success of our Group is dependent on the support of all our stakeholders. It is imperative that our stakeholders share and live our values, working towards our goals to deliver long-term sustainable success for the Group.
The Group consists of a number of companies all of which engage iteratively with their individual stakeholders as well as other businesses in the Group. The strategy for the Group is consistent throughout and is widely publicised at each of the business operating sites and features in all Group communication. It is important that the decision-making process is delegated to the individual Group companies coupled with a governance framework that keeps the individual leadership teams mindful of the long-term view and consistent with our values. 
The directors of the individual companies and the Group itself are mindful of the impact their decision may have on all our stakeholders and the consequent actions that are undertaken. The Group has individual management and board meetings where applicable. These teams then report into the Group board either via their Group board director or via other stakeholders who regularly report to this board. 
At a Group level the board is well informed about the views of our stakeholders through many communication structures and uses this information to access the impact of the board decisions on each stakeholder Group.
The key stakeholders in the Group and how we engage with them is detailed in the directors' report.
Financial key performance indicators
The key performance indicators of the Group are turnover, gross profit, profit before tax and net assets. A brief analysis of these is shown below:
 

2020
2019
Variance
        £'000
        £'000
        %

Turnover

338,059

286,697

18
 
Gross profit

36,697

28,681

28
 
Profit before tax

23,013

18,425

25
 
Net assets

44,899

34,432

30
 


This report was approved by the board on 29 June 2021 and signed on its behalf.





P Beaumont
Director

Page 3

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2020

The directors present their report and the financial statements for the year ended 30 September 2020.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £18,833,826 (2019 - £14,921,912).

The directors proposed and paid a dividend of £8,011,603 (2019 - £5,415,745) during the year.
The directors have highlighted in the strategic report on pages 1 - 3, a review of the current year results, future outlook expectations, risks and key performance indicators for the company.

Directors

The directors who served during the year were:

P Beaumont 
D Price 
J P Beynon 
N Laister 
N Harbury 

Engagement with suppliers, customers and others

Customers
We build strong long-term relationships with our customers and when possible, spend considerable time with them to listen to their needs, demands and views so that we can continually improve our business models. It is essential that our customers needs are intrinsic to the business models that operate through the Group as this is
Page 4

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020

integral to evolve the long-term sustainable business we continually aspire to be. The nature of our business models mean that we see both the end consumer and our suppliers as equal and opposite ends of our supply chain. Consequently, they are all customers.
Communities
Operating responsibly and consequently engaging with and being part of the communities in which we operate is a fundamental part of our business values. As part of our commitment to reduce the food waste in our supply chains, we have donated 2 million portions of potential food waste to the FareShare charity to help support less fortunate members of our communities. In addition, we have supported 4 local charities with 16,000 portions of fruit, donated to cancer charities and the NHS and supported the child poverty taskforce in addition to the homeless at Christmas. 
Environmental impact
Wherever possible we are reducing our environmental impact as our commitment to champions 12.3 and because it is the responsible thing to do. Many of these initiatives are now gaining significant momentum. We are committed to some very stretching targets, and we have measured our impact against these and have achieved some remarkable success albeit there is still much to do. As of now we have removed 445,000 kg of packaging from our supply chain, reduced our waste by 200,000 kgs and moved to 100% renewable energy via REGO certificates. Additionally, it is likely our new vertical farm will have a dramatically reduced carbon and environmental footprint and will further enhance our commitment to the environment in all points of our supply chain.
 
Page 5

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Development and inclusion
We consistently work towards delivering a supply chain where trust and transparency are constantly improved. The shareholders and stakeholders are implicit in their support of our ethical trade and human rights strategy and have evolved and are proud of our public commitment and statements around our zero-tolerance approach to modern slavery in all its forms. We are stronger together business partners, FNET members and our supply base is 100% SEDEX audited. 
Operating Responsibly
We monitor all the Group’s activity to ensure we operate responsibly. This is aligned with the three pillars that are at the core of our values. 
Product: We must moderate and improve the impact our product has within its supply chain by eradicating waste, removing all unnecessary packaging and ensuring our supply chains are safe and ethical.
Planet: We must work towards a zero-carbon future and be net zero by 2030. Additionally, soil and water are the building blocks of life on our planet, and it is essential we optimise water usage efficiency and promote soil health. Where possible we evolve to low carbon precision production systems and maximise the yield for every metre of the planet we use, coupled with the lowest impact possible.
People: We support healthy eating in all our communities and encourage the team to be healthy and happier. We must nurture new talent and provide the support and skills development. All the team should share in our success and be rewarded accordingly. This is underpinned by being ethical and transparent throughout the Group activities or simply put, acting responsibly.
 

Page 6

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group appointed SRL Technical Services Ltd, a leading carbon and energy consultancy company, to independently assess its greenhouse gas emissions and energy consumption in accordance with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’.
Base Year
This is the first Streamlined Energy and Carbon Report (SECR) that has been completed for the company, and therefore there is no base year for the data in this report to be compared to.
As this is the first SECR completed for the company, and the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance recommends setting a fixed base year, the reporting period of this report will be the base year to which future SECR data is compared.
It is possible that this base year calculation may not be entirely representative as more people have been working from home during the Covid-19 pandemic. The baseline may be recalculated in next year’s SECR if working patterns go “back to normal” and emissions therefore are representative of a normal year.
The Group's greenhouse gas emissions and energy consumption are as follows: 


2020
2019

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
114.02
n/a

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
37.74
n/a

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
158,084.98
n/a

Reporting Methodology
This report follows the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance. The Department for Business, Energy & Industrial Strategy’s (BEIS) 2019 and 2020 conversion factors have been used to calculate the kgCO2e from electricity, water and fuel consumption. The financial control approach has been used.

Energy Efficient Actions During Reporting Year
As already noted in this report the Group has taken a number of initiatives to reduce energy consumption including moving to renewable energy sources.
In addition, the Group has further reduced energy consumption by installing and purchasing energy efficient plant and machinery and within the agriculture part of the Group has established systems to harvest rainwater and installed additional moisture sensors to ensure irrigation is only used when needed.

Intensity Measurement
The intensity metric chosen is kgCO2e per £ of revenue.
The Group total is 0.00045 kgCO2e/£revenue.

Page 7

 
TERRADACE HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSimmons Gainsford LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 June 2021 and signed on its behalf.
 





P Beaumont
Director

Page 8

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Terradace Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2020, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 September 2020 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.


Page 9

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statementsour responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 10

 
TERRADACE HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TERRADACE HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Daryush Farshchi-Heidari (FCA) (Senior Statutory Auditor)
for and on behalf of
Simmons Gainsford LLP
Chartered Accountants
Statutory Auditors
7-10 Chandos Street
London
W1G 9DQ

29 June 2021
Page 11

 
TERRADACE HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2020


2020
2019
Note
£
£

  

Turnover
 4 
338,058,765
286,697,252

Cost of sales
  
(301,361,791)
(258,016,655)

Gross profit
  
36,696,974
28,680,597

Administrative expenses
  
(15,642,601)
(11,740,311)

Other operating income
 5 
325,245
646,401

Operating profit
 6 
21,379,618
17,586,687

Income from participating interests
  
1,587,575
742,296

Income from fixed assets investments
  
478
478

Interest receivable and similar income
 11 
118,401
139,036

Interest payable and expenses
 12 
(73,509)
(43,992)

Profit before taxation
  
23,012,563
18,424,505

Tax on profit
 13 
(4,716,183)
(3,989,282)

Profit for the year
  
18,296,380
14,435,223

  

Foreign exchange on retranslation of subsidiary
  
135,790
(199,265)

Other comprehensive income for the year
  
135,790
(199,265)

  

Total comprehensive income for the year
  
18,432,170
14,235,958

Profit for the year attributable to:
  

Non-controlling interests
  
(537,446)
(486,689)

Owners of the parent Company
  
18,833,826
14,921,912

  
18,296,380
14,435,223

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(419,315)
(541,387)

Owners of the parent Company
  
18,851,485
14,777,345

  
18,432,170
14,235,958

The notes on pages 22 to 48 form part of these financial statements.

Page 12

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2020

2020
2019
Note
£
£

Fixed assets
  

Intangible assets
 14 
11,036,723
12,108,214

Tangible assets
 15 
11,441,421
7,115,044

Investments
 16 
4,815,418
3,575,821

  
27,293,562
22,799,079

Current assets
  

Stocks
 17 
2,808,437
1,876,751

Debtors: amounts falling due within one year
 18 
29,537,526
25,228,762

Cash at bank and in hand
  
29,632,755
17,319,735

  
61,978,718
44,425,248

Creditors: amounts falling due within one year
 19 
(41,826,683)
(28,732,020)

Net current assets
  
 
 
20,152,035
 
 
15,693,228

Total assets less current liabilities
  
47,445,597
38,492,307

Creditors: amounts falling due after more than one year
 20 
(1,584,399)
(3,881,154)

Provisions for liabilities
  

Deferred taxation
 22 
(368,737)
(178,737)

Other provisions
 23 
(593,736)
-

  
 
 
(962,473)
 
 
(178,737)

Net assets
  
44,898,725
34,432,416


Capital and reserves
  

Called up share capital 
 24 
11,383
11,383

Share premium account
  
8,504,982
8,504,982

Foreign exchange reserve
  
(21,401)
(153,211)

Profit and loss account
  
37,503,533
25,700,054

Equity attributable to owners of the parent Company
  
45,998,497
34,063,208

Non-controlling interests
  
(1,099,772)
369,208

  
44,898,725
34,432,416


Page 13

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 30 SEPTEMBER 2020

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2021.




P Beaumont
Director

The notes on pages 22 to 48 form part of these financial statements.

Page 14

 
TERRADACE HOLDINGS LIMITED
REGISTERED NUMBER: 08239135

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2020

2020
2019
Note
£
£

Fixed assets
  

Tangible assets
 15 
314,341
1,437,749

Investments
 16 
15,200,041
15,670,523

  
15,514,382
17,108,272

Current assets
  

Debtors: amounts falling due within one year
 18 
26,494,406
17,088,163

Cash at bank and in hand
  
2,124,485
479,631

  
28,618,891
17,567,794

Creditors: amounts falling due within one year
 19 
(7,034,142)
(7,670,275)

Net current assets
  
 
 
21,584,749
 
 
9,897,519

  

  

Net assets
  
37,099,131
27,005,791


Capital and reserves
  

Called up share capital 
 24 
11,383
11,383

Share premium account
  
8,504,982
8,504,982

Profit and loss account
  
28,582,766
18,489,426

Shareholders' funds
  
37,099,131
27,005,791


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £18,104,943 (2019 - £11,898,102).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 June 2021.


P Beaumont
Director

The notes on pages 22 to 48 form part of these financial statements.

Page 15

 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 October 2019
11,383
8,504,982
(153,211)
25,700,054
34,063,208
369,208
34,432,416



Comprehensive income for the year


Profit for the year
-
-
-
18,833,826
18,833,826
(537,446)
18,296,380


Foreign exchange on retranslation of subsidiary
-
-
17,659
-
17,659
118,131
135,790

Total comprehensive income for the year
-
-
17,659
18,833,826
18,851,485
(419,315)
18,432,170


Dividends: Equity capital
-
-
-
(8,011,603)
(8,011,603)
-
(8,011,603)


Transfer to Non-controlling interest on part-disposal of subsidiary
-
-
-
957,801
957,801
(819,792)
138,009


Transfer from Non-controlling interest on further acquisition of shares in subsidiary
-
-
-
137,606
137,606
(229,873)
(92,267)


Transfer from Foreign exchange reserve on part-disposal of subsidiary
-
-
114,151
(114,151)
-
-
-



At 30 September 2020
11,383
8,504,982
(21,401)
37,503,533
45,998,497
(1,099,772)
44,898,725



The notes on pages 22 to 48 form part of these financial statements.

Page 16

 

 
TERRADACE HOLDINGS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2019



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 October 2018
11,383
8,504,982
(8,644)
16,193,887
24,701,608
32,420
24,734,028



Comprehensive income for the year


Profit for the year
-
-
-
14,921,912
14,921,912
(486,689)
14,435,223


Foreign exchange on retranslation of subsidiary
-
-
(144,567)
-
(144,567)
(54,698)
(199,265)

Total comprehensive income for the year
-
-
(144,567)
14,921,912
14,777,345
(541,387)
14,235,958


Dividends: Equity capital
-
-
-
(5,415,745)
(5,415,745)
-
(5,415,745)


Non-controlling interest on acquisition of subsidiary
-
-
-
-
-
878,175
878,175



At 30 September 2019
11,383
8,504,982
(153,211)
25,700,054
34,063,208
369,208
34,432,416



The notes on pages 22 to 48 form part of these financial statements.

Page 17

 
TERRADACE HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2019
11,383
8,504,982
18,489,426
27,005,791


Comprehensive income for the year

Profit for the year
-
-
18,104,943
18,104,943


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(8,011,603)
(8,011,603)


At 30 September 2020
11,383
8,504,982
28,582,766
37,099,131



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2019


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 October 2018
11,383
8,504,982
12,007,069
20,523,434


Comprehensive income for the year

Profit for the year
-
-
11,898,102
11,898,102


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(5,415,745)
(5,415,745)


At 30 September 2019
11,383
8,504,982
18,489,426
27,005,791


The notes on pages 22 to 48 form part of these financial statements.

Page 18

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2020
2019
£
£

Cash flows from operating activities

Profit for the financial year
18,296,380
14,435,223

Adjustments for:

Amortisation of intangible assets
1,091,709
981,980

Depreciation of tangible assets
785,566
649,803

Loss on disposal of tangible assets
437,156
51,574

Interest paid
73,509
43,992

Interest received
(118,401)
(139,036)

Taxation charge
4,716,183
3,989,282

Increase in stocks
(931,686)
(634,889)

Increase in debtors
(3,662,232)
(564,799)

(Increase)/decrease in amounts owed by joint ventures
(403,270)
461,292

Increase in creditors
12,894,358
2,016,287

Increase in provisions
593,736
-

Corporation tax paid
(5,934,401)
(3,918,234)

Net effect of foreign exchange differences
110,272
(199,265)

Dividends received
(35,350)
(478)

Income from participating interest
(1,587,575)
(742,296)

Loss on disposal of listed investment
34,872
-

Net cash generated from operating activities

26,360,826
16,430,436


Cash flows from investing activities

Purchase of tangible fixed assets
(6,561,518)
(1,679,928)

Sale of tangible fixed assets
904,905
331,756

Purchase of listed investments
(1,077,469)
(1,849,957)

Sale of listed investments
1,510,237
-

Purchase of share in joint ventures
(460,941)
-

Cash on acquisition of subsidiary
-
1,842,836

Interest received
118,401
139,036

Dividends received
35,350
478

Purchase of subsidiary
-
(4,910,444)

Purchase of additional shares in subsidiary
(92,267)
-

Proceeds from sale of shares in subsidiary
138,009
-

Net cash used in investing activities

(5,485,293)
(6,126,223)
Page 19

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2020


2020
2019

£
£



Cash flows from financing activities

New secured loans
-
1,800,000

Repayment of loans
(477,401)
(144,089)

Dividends paid
(8,011,603)
(5,415,745)

Interest paid
(73,509)
(43,992)

Net cash used in financing activities
(8,562,513)
(3,803,826)

Net increase in cash and cash equivalents
12,313,020
6,500,387

Cash and cash equivalents at beginning of year
17,319,735
10,819,348

Cash and cash equivalents at the end of year
29,632,755
17,319,735


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
29,632,755
17,319,735


The notes on pages 22 to 48 form part of these financial statements.

Page 20

 
TERRADACE HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2020





At 1 October 2019
Cash flows
Other non-cash changes
At 30 September 2020
£

£

£

£

Cash at bank and in hand

17,319,735

12,313,020

-

29,632,755

Debt due after 1 year

(2,081,154)

-

496,755

(1,584,399)

Debt due within 1 year

(484,373)

477,401

(496,755)

(503,727)


14,754,208
12,790,421
-
27,544,629

The notes on pages 22 to 48 form part of these financial statements.

Page 21

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

1.


General information

The company is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 4th Floor, 7/10 Chandos Street, London, W1G 9DQ. The principal
trading address is 57-63 Church Road, Wimbledon, London, SW19 5SB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

Parent Company disclosure exemptions

In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Company and the parent Company would be identical;
No Statement of Cash Flows has been presented for the parent Company;
Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Company as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Company as a whole.

The following principal accounting policies have been applied:

Page 22

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2014.

 
2.3

Joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.4

Revenue

Sale of goods
Turnover from the sale of goods is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised when goods have been dispatched.

Page 23

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.5

Intangible assets

Intangible assets
Intangible assets, other than goodwill, are stated at historical cost less accumulated amortisation and any accumulated impairment losses.
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is measured at fair value at the date of acquisition and is recognised separately from goodwill if the asset is separable or arises from contractual or other legal rights.
All intangible assets are amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The expected useful lives of assets are reviewed on an annual basis and, if necessary, changes in useful lives are accounted for prospectively.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to Administrative expenses in the Consolidated Statement of Comprehensive Income over its useful economic life.
Gas & Oil rights
Gas & Oil rights include expenditure on the exploration for and evaluation of oil. Amortisation is provided on a straight line basis over their useful economic life following start of exploration. 
Exploration licence costs are capitalised within intangible assets and are reviewed at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 24

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance method..

The estimated useful lives range as follows:

Freehold property
-
50 years
Long-term leasehold property
-
Term of the lease to a maximum of 50 years
Short-term leasehold property
-
8 or 10 years
Plant and machinery
-
5 years
Fixtures and fittings
-
10 years or 15% reducing balance
Computer equipment
-
1 to 3 years
Growing stock
-
15% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Depreciation is only provided on Growing stock once they are bearing fruit suitable for commercial
purposes.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each Balance Sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 25

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.10

Financial instruments

The Group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, finance leases, and loans from related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts debtors and creditors, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are creditors or debtors within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and loss account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities and equity instruments are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities, including trade and other payables, bank loans, loans from fellow group companies, are initially measured at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method.
A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Page 26

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.14

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 27

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.15

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

The group contributes to personal pension schemes of certain directors and employees and the pension charge represents the amounts payable by the group during the year.

 
2.16

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.17

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 28

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.20
Forward contracts

The group uses derivative financial instruments, in particular forward currency contracts, to manage the financial risks associated with the group's activities and the financing of those activities. The group does not undertake any trading activities in financial instruments. 
Forward exchange contracts are used to hedge foreign exchange exposures arising on forecast payments in foreign currencies. At maturity or when a contract ceases to be a hedge, gains and losses are taken to the profit and loss account.
At each period end forward foreign exchange contracts are fair valued by comparing the position of the contract to the mark-to-market value. All material gains or losses are taken to the profit and loss account.

  
2.21

Employee benefit trust

In accordance with FRS 102 S9.33, assets and liabilities held by the EBT are consolidated within the accounts of the company. Any assets held by the EBT cease to be recognised on the company balance sheet when the assets vest unconditionally to identified beneficiaries. 

Page 29

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

2.Accounting policies (continued)

 
2.22

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a
project if and only if certain specific criteria are met in order to demonstrate the asset will generate
probable future economic benefits and that its cost can be reliably measured.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors consider there to be no significant areas of judgments or key sources of estimation uncertainty.


4.


Turnover

The total turnover of the Group for the year has been derived from the sale of goods as per its principal activity.
All turnover arose within the United Kingdom.


5.


Other operating income

2020
2019
£
£

Fees receivable
325,245
306,488

Net rents receivable
-
339,913

325,245
646,401


Page 30

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

6.


Operating profit

The operating profit is stated after charging/(crediting):

2020
2019
£
£

Depreciation of tangible fixed assets
785,566
649,803

Amortisation of intangible assets, including goodwill
1,091,709
981,980

Exchange differences
356,559
56,708

Other operating lease rentals
866,449
246,706


7.


Auditors' remuneration

2020
2019
£
£


Fees payable to the Group's auditor for the audit of the Group's annual financial statements
5,000
5,000


Fees payable to the Group's auditor in respect of:


The auditing of accounts of associates of the company
110,000
87,000

Taxation compliance services
20,000
18,000

All other non-audit services
48,707
36,960

Page 31

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2020
2019
2020
2019
£
£
£
£


Wages and salaries
18,608,373
12,031,181
5,202,128
3,342,801

Social security costs
1,413,187
992,324
714,244
595,995

Cost of defined contribution scheme
320,984
337,256
34,768
30,759

20,342,544
13,360,761
5,951,140
3,969,555


The average monthly number of employees, including the directors, during the year was as follows:


        2020
        2019
            No.
            No.







Production and Distribution
83
47



Office and Management
59
50

142
97


9.


Directors' remuneration

2020
2019
£
£

Directors' emoluments
5,202,128
3,342,801

Company contributions to defined contribution pension schemes
34,768
30,759

5,236,896
3,373,560


During the year retirement benefits were accruing to 4 directors (2019 - 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £3,228,709 (2019 - £1,934,314).


10.


Income from investments

2020
2019
£
£



Income from fixed asset investments
478
478




Page 32

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

11.


Interest receivable

2020
2019
£
£


Bank interest receivable
75,570
81,002

Other interest receivable
42,831
58,034

118,401
139,036


12.


Interest payable and similar expenses

2020
2019
£
£


Bank interest payable
70,462
42,968

Finance leases and hire purchase contracts
-
1,024

Other interest payable
3,047
-

73,509
43,992


13.


Taxation


2020
2019
£
£

Corporation tax


Current tax on profits for the year
4,608,134
3,891,105

Adjustments in respect of previous periods
(81,951)
(35,579)


Total current tax
4,526,183
3,855,526

Deferred tax


Origination and reversal of timing differences
190,000
133,756


Taxation on profit on ordinary activities
4,716,183
3,989,282
Page 33

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2019 - higher than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:

2020
2019
£
£


Profit on ordinary activities before tax
23,012,563
18,424,505


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
4,372,387
3,500,656

Effects of:


Expenses not deductible for tax purposes
202,141
211,757

Capital allowances for year in excess of depreciation
(39,040)
81,720

Adjustments to tax charge in respect of prior periods
(81,951)
(35,579)

Other differences leading to an increase in the tax charge
262,646
230,728

4,716,183
3,989,282


Factors that may affect future tax charges

On 3 March 2021, the Government announced an increase in the rate of corporation tax to 25% from 1 April 2023 on all profits when they exceed £250,000 and this change in rate was enacted on 10 June 2021. The effect of this change on the net deferred tax balances carried forward will not be material for the financial statements.

Page 34

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

14.


Intangible assets

Group





Oil & gas rights
Goodwill
Total

£
£
£



Cost


At 1 October 2019
189,445
17,444,912
17,634,357


Written off
-
(1,134,618)
(1,134,618)


Foreign exchange movement
20,218
-
20,218



At 30 September 2020

209,663
16,310,294
16,519,957



Amortisation


At 1 October 2019
-
5,526,143
5,526,143


Charge for the year
-
1,091,709
1,091,709


Written off
-
(1,134,618)
(1,134,618)



At 30 September 2020

-
5,483,234
5,483,234



Net book value



At 30 September 2020
209,663
10,827,060
11,036,723



At 30 September 2019
189,445
11,918,769
12,108,214



Page 35

 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020


15.


Tangible fixed assets


Group







Freehold property
Long-term leasehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment
Growing stock
Total

£
£
£
£
£
£
£
£
£
£



Cost


At 1 October 2019
2,004,502
1,287,694
527,061
3,244,018
-
427,190
130,139
789,511
837,181
9,247,296


Additions
1,734,711
3,820,938
84,572
447,179
46,352
48,308
142,445
97,054
139,959
6,561,518


Disposals
-
(186,630)
-
(1,708,703)
-
(18,117)
(48,286)
-
(41,930)
(2,003,666)



At 30 September 2020

3,739,213
4,922,002
611,633
1,982,494
46,352
457,381
224,298
886,565
935,210
13,805,148



Depreciation


At 1 October 2019
62,717
16,864
176,301
929,325
7,580
190,619
82,737
611,907
54,202
2,132,252


Charge for the year on owned assets
19,753
36,720
135,115
215,078
3,279
13,108
16,367
157,957
188,189
785,566


Disposals
-
-
-
(497,429)
-
(6,414)
(48,286)
-
(1,962)
(554,091)



At 30 September 2020

82,470
53,584
311,416
646,974
10,859
197,313
50,818
769,864
240,429
2,363,727
Page 36

 


 
TERRADACE HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

           15.Tangible fixed assets (continued)




Net book value



At 30 September 2020
3,656,743
4,868,418
300,217
1,335,520
35,493
260,068
173,480
116,701
694,781
11,441,421



At 30 September 2019
1,941,785
1,270,830
350,760
2,314,693
(7,580)
236,571
47,402
177,604
782,979
7,115,044

Page 37

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Company






Short-term leasehold property
Plant and machinery
Total

£
£
£

Cost


At 1 October 2019
350,406
1,682,088
2,032,494


Additions
84,572
9,572
94,144


Disposals
-
(1,672,233)
(1,672,233)



At 30 September 2020

434,978
19,427
454,405



Depreciation


At 1 October 2019
97,775
496,970
594,745


Charge for the year on owned assets
35,882
2,066
37,948


Disposals
-
(492,629)
(492,629)



At 30 September 2020

133,657
6,407
140,064



Net book value



At 30 September 2020
301,321
13,020
314,341



At 30 September 2019
252,631
1,185,118
1,437,749






Page 38

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

16.


Fixed asset investments

Group





Listed investments
Unlisted investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2019
1,849,957
147,231
1,725,864
3,723,052


Additions
1,077,469
-
460,941
1,538,410


Disposals
(1,545,110)
-
-
(1,545,110)


Share of profit/(loss)
-
-
1,246,297
1,246,297



At 30 September 2020

1,382,316
147,231
3,433,102
4,962,649



Impairment


At 1 October 2019
-
147,231
-
147,231



At 30 September 2020

-
147,231
-
147,231



Net book value



At 30 September 2020
1,382,316
-
3,433,102
4,815,418



At 30 September 2019
1,849,957
-
1,725,864
3,575,821

Page 39

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Company





Investments in subsidiary companies
Listed investments
Investment in joint ventures
Total

£
£
£
£



Cost or valuation


At 1 October 2019
13,420,566
1,849,957
400,000
15,670,523


Additions
-
1,077,469
-
1,077,469


Disposals
(2,841)
(1,545,110)
-
(1,547,951)



At 30 September 2020
13,417,725
1,382,316
400,000
15,200,041






Net book value



At 30 September 2020
13,417,725
1,382,316
400,000
15,200,041



At 30 September 2019
13,420,566
1,849,957
400,000
15,670,523

Page 40

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

H & B Holdings Limited
Holding company
Ordinary
100%
Direct Produce Supplies Limited (i)
Importer and wholesalers of fruit
Ordinary
100%
Agriculture Investments Limited
Investment company
Ordinary
100%
DPST Limited
Importer and wholesalers of fruit
Ordinary
100%
Geological Investments Limited
Investment company
Ordinary
100%
Agriculture Espana Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Apricot Growers LLP (iii)
Growers and wholesalers of fruit
N/A
51%
Domum Agrum Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Plum Growers Limited ((ii)
Dormant
Ordinary
100%
Integrated Fruit Marketing (PTY)
Marketing of fruit, properties and related activities
Ordinary
87%
Cherry Growers Limited (ii)
Dormant
Ordinary
100%
South Pass UK Limited (vii)
Investment company
Ordinary
13.89%
South Pass Petroleum Inc. (iv)
Oil exploration activities
Ordinary
10%
Berry Farming Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%
Organic Growers Limited
Growers and wholesalers of fruit
Ordinary
100%
Ethical Fruit Company Limited (v)
Growers and wholesalers of fruit
Ordinary
82.6%
The Ethical Food Company Limited (vi)
Dormant
Ordinary
82.6%
Organic Farm Foods Limited (vi)
Dormant
Ordinary
82.6%
Rudford Farm Limited (ii)
Growers and wholesalers of fruit
Ordinary
100%

Page 41

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Subsidiary undertakings (continued)

(i) Shares held via H & B Holdings Limited.
(ii) Shares held via Agriculture Investments Limited.
(iii) Agriculture Investments Limited is a designated member of the LLP.
(iv) Shares held via South Pass UK Limited.
(v) Shares held via Organic Growers Limited.
(vi) Shares held via Ethical Fruit Company Limited.
(vii) This company along with its subsidiary undertaking are consolidated on the basis that Terradace Holdings Limited maintains control over the majority of voting rights.
The registered office of South Pass Petroleum Inc. is 1712 Pioneer Ave Ste 340, Cheyenne, US, WY 82001.
The registered office of Integrated Fruit Marketing (PTY) is 103 Wentworth Building, Somerset Links Office Parks, De Beers Road, Somerset West, South Africa, 7130.
The registered office of Organic Growers Limited, Ethical Fruit Company Limited, The Ethical Food Company Limited and Organic Farm Foods Limited is 53 Timothys Bridge Road, Stratford Enterprise Park, Stratford-Upon-Avon, Warwickshire, England, CV37 9BG. 
The registered office of all other subsidiaries is the same as  the parent company.

All subsidiaries have been included in the consolidation.


Joint ventures


The following were joint ventures of the Company:


Name

Registered office

Principal activity

Holding

Integrated Service Solutions Limited*
Fowler Welch, London Road, Teynham, Sittingbourne, Kent, ME9 9PR
Grading, ripening, packing, storage and warehousing of fruit produce
50%
Capricot Proprietary Limited**
Verdun Farm, Prince Alfred Hamlet, Western Cape, 6835
Growers and wholesalers of fruit
50%

*The accounting reference date for the above company is 31 March. The consolidated results for this company are based on management accounts prepared to 30 September.
** Shares held via Agriculture Investments Limited.


17.


Stocks

Group
Group
2020
2019
£
£

Finished goods and goods for resale
2,808,437
1,876,751


Page 42

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

18.


Debtors

Group
Group
Company
Company
2020
2019
2020
2019
£
£
£
£


Trade debtors
24,625,394
20,236,987
8,662
10,005

Amounts owed by group undertakings
-
-
22,249,621
12,056,675

Amounts owed by joint ventures
602,724
199,454
602,724
199,454

Other debtors
2,536,257
3,527,261
485,479
1,440,000

Prepayments and accrued income
1,773,151
1,265,060
3,147,920
3,382,029

29,537,526
25,228,762
26,494,406
17,088,163



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2020
2019
2020
2019
£
£
£
£

Bank loans
503,727
484,373
-
-

Trade creditors
26,847,119
16,432,933
73,775
13,157

Amounts owed to group undertakings
-
-
1,833,004
3,621,851

Amounts owed to joint ventures
2,599,747
1,972,405
-
33,655

Corporation tax
285,440
1,911,301
229,578
1,141,613

Other taxation and social security
308,409
182,414
129,444
40,375

Other creditors
2,051,189
929,970
-
-

Accruals and deferred income
9,231,052
6,818,624
4,768,341
2,819,624

41,826,683
28,732,020
7,034,142
7,670,275


For detail of bank loan and other creditor security, see note 20.

Page 43

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

20.


Creditors: Amounts falling due after more than one year

Group
Group
2020
2019
£
£

Bank loans
1,584,399
2,081,154

Other creditors
-
1,800,000

1,584,399
3,881,154


The bank loans are secured against a debenture over the assets of the group and by way of a mortgage over specific assets of the group.

Included in creditors falling due after more than one year is a mortgage loan of £581,708 (2019 - £624,354) repayable after more than five years, with an interest rate per annum of 2% over the Bank of England Base Rate. The mortgage has a term of twenty years from September 2016 and will be repaid by equal monthly installments inclusive of interest over the term.


21.


Financial instruments

Group
Group
2020
2019
£
£

Financial assets

Financial assets measured at fair value through profit or loss
1,382,316
1,849,957




Financial assets measured at fair value through profit or loss comprise the listed investments.

Page 44

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

22.


Deferred taxation


Group



2020
2019


£

£






At beginning of year
178,737
40,238


Charged to profit or loss
190,000
133,756


Arising on business combinations
-
4,743



At end of year
368,737
178,737

The provision for deferred taxation is made up as follows:

Group
Group
2020
2019
£
£

Accelerated capital allowances
368,737
178,737


23.


Provisions


Group



Other provision

£





Charged to profit or loss
593,736



At 30 September 2020
593,736

The provision relates to costs attributable to an onerous lease contract.
Page 45

 
TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

24.


Share capital

2020
2019
£
£
Allotted, called up and fully paid



1,000,000 (2019 - 1,000,000) Ordinary 'A' shares of £0.01 each
10,000
10,000
75,268 (2019 - 75,268) Ordinary 'B' shares of £0.01 each
753
753
9,000 (2019 - 9,000) Ordinary 'C' shares of £0.01 each
90
90
54,000 (2019 - 54,000) Ordinary 'D' shares of £0.01 each
540
540

11,383

11,383

All shares rank pari passu with each other, apart from Ordinary B and Ordinary C shares have no voting rights and each share class are only entitled to prescribed capital amounts.
The company operates an Enterprise Management Incentive share option scheme for certain directors and employees. The 73,832 shares under option are exercisable upon the sale of the company. There were no transactions in share options during the current or prior year.



25.


Contingent liabilities

Group
The group has entered into forward currency contracts amounting to £76,625,332 (2019 - £93,594,835) as at the balance sheet.
Company
At the balance sheet date the company had entered into a group bank cross guarantee in respect of loans and overdrafts. At the balance sheet date the total contingent liability attributable to this company amounted to £830,012 (2019 - £872,325).


26.


Capital commitments




At 30 September 2020 the Group had capital commitments as follows:


Group
Group
2020
2019
£
£

Contracted for but not provided in these financial statements
373,437
-

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TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

27.


Commitments under operating leases

At 30 September 2020 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2020
2019
2020
2019
£
£
£
£

Not later than 1 year
128,397
210,731
68,187
68,187

Later than 1 year and not later than 5 years
466,224
920,000
292,051
340,935

Later than 5 years
60,573
100,085
-
19,303

655,194
1,230,816
360,238
428,425
Due to the onerous nature of a lease in a Group company, full provision has been made for future commitments; see note 23.


28.


Related party transactions

Group and Company
During the year the Group and Company charged fees of £267,143 (2019 - £567,596) to a joint venture undertaking.
During the year the Company received interest of £33,890 (2019 - £54,932) from a joint venture undertaking.
At the balance sheet date, included in debtors is a balance of £298,165 (2019 - £1,440,000) owed from a material shareholder in the Company. 
Group
During the year the Group made purchases of £35,883,100 (2019 - £30,276,145) from a joint venture undertaking.
At the balance sheet date, included in trade creditors is a balance of £607,925 (2019 - £399,126) owed to a joint venture undertaking.
The total compensation paid to key management personnel during the year was £5,658,716 (2019 - £3,733,711).
At the balance sheet date loans of £186,614 (2019 - £20,083) are outstanding from directors of the Group. Interest is charged on the loans at a rate of 2.5% per annum.

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TERRADACE HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020

29.


Employee Benefit Trust

The financial statements incorporate the following assets and liabilities which are owned by the Terradace Employee Benefit Trust (EBT). The EBT is controlled by the company's directors and its assets and liabilities are included in the financial statements as required by FRS 102 S 9.33 as follows:
Investment £1,382,316 (2019 - £1,849,957)
Cash £1,603,583 (2019 - £352,878)


30.


Controlling party

The Group considers P Beaumont, a director of the company, to be the ultimate controlling party by virtue of his shareholding in the company in both the current and prior year.
 
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