Registered number: 04909927 WHITWORTHS HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 MN 09 2108/2022, #15 COMPANIES HOUSECompany secretary Registered number Registered office Independent auditor WHITWORTHS HOLDINGS LIMITED COMPANY INFORMATION MF George MD George RW Buller NS Linney J Preston (resigned 30 November 2021) RA Watson (appointed 1 Apri 2021) SL Large osge9g27 Victoria Mis London Road Wellingborough Northamptonshire NB 20T Grant Thornton UK LLP Chartered Accountants & Statutory Auditor Victoria House 4th Floor 199 Avebury Boulevard Milton Keynes MKO 1AU,WHITWORTHS HOLDINGS LIMITED CONTENTS Page Group strategic report 1-5 Directors’ report 6-8 Independent auditor's report ° 9-13 Consolidated statement of comprehensive income “4 Consolidated statement of financial position 18-16 Company statement of financial position 7-18 Consolidated statement of changes in equity 19 ‘Company statement of changes in equity 20 Consolidated statement of cash flows 21-22 Notes to the financial statements. 23-53WHITWORTHS HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 1 APRIL 2022 Introduction ‘The directors present their strategic report for the Group and Company for the 53 week period ended 1 April 2022. The comparative information is for the 52 week period ended 26 March 2021 ‘The principal actvity of the Group continued to be that of procurement of wheat and miling of four. Other activities carried out include farming, estate management and foresty. The principal activity of the Company is an investment holding company. Business review ‘As presented in the Group's consolidated statement of comprehensive income on page 14, operating profit decreased to £16.6m (2021: £17.6m) with tumover increasing to £544.6m (2021: £437.3m). The increase in tumover was party due to the S3-week reporting period (2021 was 52 weeks), party due to @ new miling facility becoming operational during the year, and party due to the increase in commodity prices. ‘The Group's fong-term approach to decision making, focus on first lass customer service, quality and technical expertise along wih the continued hard work and commitment of all the staff and strong relationships with key ‘austomers and suppliers means that itis well placed to meet with any challenges it faces moving forward. ‘Net debt has increased to £68 9m (2021: £63.2m) with the value of net assets being £108.0m (2021: £98.5m) Both of these metrics increasing due to commodity inflation and the additional working capital required as result. Principal risks and uncertainties ‘The Group's operations expose it to a variety of commercial and financial risks. The commercial risks include food safety compliance, customer relationship management, demand forecasting and competitor pressure. The financial risks include price risk, credit risk, Iquidity risk and interest rate risk. Given the structure of the Group, the directors have not delegated the responsibilty of monitoring financial risks management to a sub-committee of the board ‘The policies, which are set by the board of directors and implemented by the Group's senior management team, are as follows Commercial risks Competitor pressure within the flour miling market is @ continuing risk for the Group. The Group manages this Fisk by continuing to encourage investment in capital, production processes, quality and service. ‘The Group maintains a balanced portfolio of customers and products. This ensures that exposure to fluctuations in the performance of specific sub-sectors can be reduced. The Group employs a team approach to its relationships with ils customers, which reduces reliance on a specific individual ‘The Group actvely monitors market tends and these are incorporated ino the detailed commercial plans of the business, These detaied plans are then used as the basis for commodity purchasing, asset utlisation and stating pans. The Group also actively monitors its performance against health and safety and food safety provisions. Food safely risk is mitigated by food standards audits, purchasing policies and quality control procedures. Page 1WHITWORTHS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 Principal risks and uncertainties (continued) Price risk ‘The Group is exposed to commodity price risk as a result of its operatons. Acive management of the Group's ‘exposure to this risk is undertaken using a combination of two different types of hedging instrument. Wheat and other raw materials are purchased in advance to ensure continuity of supply and to give certainty of pricing using either forward contracts or future cover on the London (ICE) market. Detailed reporting of forward wheat and other raw material purchases are made to the board of the Group each month. The directors keep the appropriateness of commodity purchasing policies under review, particulary if there are changes to the size or Rrature of the Group's operations or structural changes to the commodity markets. We also hedge certain key ‘commodites, where appropriate, and foreign exchange volatility, to manage our exposure to further price increases. Credit risk ‘The Group has implemented polices that require appropriate credit checks on potential customers before sales are made. The debtors ledger is reviewed on an on-going basis to identify unpaid amounts with overdue debts being chased on a regular basis. Provisions for bad debts are made where appropriate. The Group also purchases credit insurance to mitigate this risk. Liquidiy risk Prudent liquidity management includes maintaining sufficient cash resources and adequate committed finance facilities to meet operating and investing requirements. Active management of the cash positon is undertaken with future cash flows being reviewed to ensure thal sufficient liquid resources are available to the Group. Regular reporting is made lo the board of any significant events and their impact on expected cash flows, Cyber risk ‘The Group recognises that whilst this risk can be managed it cannot be eliminated, The Group has a range of threat detection and response systems in place, as well as disaster recovery plans and IT policies which are ‘reviewed regularly. The Group also purchases cyber insurance to mitigate this risk Interest rate risk ‘The Group is exposed to interest rate risk as a result of its operations. Actve management of the Group's ‘exposure to interest rate fluctuations is undertaken. The Group has intra group arrangements for the neting of bbank balances to reduce this exposure, Detailed reporting is made to the board each month, ‘The Group has a policy of maintaining 100% (2021: 100%) of long-term debt at fixed rates and 100% (2021 100%) of debt repayable on demand al variable rates in order to mitigate the risk posed by fluctuations in interest rales. Covid-19 The impact of Covid-19 on the business and results is limited but management will continue to monitor and assess developments and respond accordingly, as it did throughout the recent pandemic. The Group remains osely aligned with the UK flour miling indusby’s tade body (UK Flour Millers) and benefits from their direct engagement with goverment on an ongoing basis. Russian — Ukraine War ‘The Russian invasion of Ukraine and the resuling sanctions have had a severe impact on the global economy This has led to significant increases in glabal commodity, energy, and fuel prices as well as supply chain disruption. The Company will continue to engage with all stakeholders; including customers, suppliers, and the UK flour miling industy trade body to work through any operational implications and the extremely challenging Page 2WHITWORTHS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 ‘trading conditions, which are currently being faced by all businesses in the UK food indusby. Key performance indicators ‘The Key Performance Indicators ("KPI's") for the Group as disclosed in the statement of comprehensive income ‘on page 14 2022 2021 Gross Profit £62. £62.1m EBITDA £28.8m £25.5m (operating profit less depreciation and amortisation) Profit before taxation £16.0m £16.7m Retum on Capital Employed 14.8% 17.0% (Profit before taxation / net assets) Staff umover 14% 11% ‘The Directors are satisfied with the performance in each of these areas. The financial KPIs are in tine with forecast expectations. EBITDA has improved in the period as @ new miling facility at Whitley Bridge South became operational during the year. Profit before tax has declined due to additional depreciation for this facility, ‘The other KPIs are in line with the target range of expectations for our business and the wider industry. Going concen In preparing these financial statements, the Directors have assessed the ability of the Group and parent ‘company to continue to operate for a period of at least twelve months from the date of signing the financial statements, ‘The Directors have undertaken a risk assessment and forecasting exercise to assess the Group and parent ‘companys liquidity positon and covenant compliance. The forecast for the going concem period has been prepared using the five year plan approved by the Board and takes account of the latest assumptions concerning Wheat prices, expected sales tonnage and key cost drivers such as energy prices and inflation. Actual trading Performance ‘in the 13 week period to 1 July 2022 is in line with forecast at the revenue level and ahead of forecast al the EBITDA level. For the purposes of the going concem assessment, the Directors have performed cashflow and covenant sensitvity analysis focusing on reduces sales levels and the impact of energy cost increases. In addition, reverse stress testing has been performed to establish the levels of performance where cash availabilly or covenant compliance would be breached. The results of the analysis demonstrated that there was sufficient cash availabilty within the current banking facilities to deal with all ofthe identfied plausible scenarios ‘The Directors are mindful that the receivables financing and stock banking facilities expire shortly after the going cconcem period at the end of August 2023. Discussions have already started with the groups bankers and advisers to refinance these facies in the normal course of business and the Directors expect that a new facility ‘willbe in place before the end of the current financial period, well in advance of the facilities expiry date. Based on current wading performance and the sensitivity and reverse stress testing scenarios performed, the Directors have a reasonable expectation that the Group and parent company has adequate resources to ‘continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements, Accordingly, they continue to adopt the going concem basis in preparing the financial statements. Page 3WHITWORTHS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 ‘Streamlined Energy and Carbon Reporting 2o2ti2 = 2020/21 Energy consumption used to calculate emissions (kWh) 269,271,943 242,143,410 Emissions from combustion of gas (1CO2e) (Scope 1) 10,273 8391 Emissions from combustion of fuel for transport purposes (tCO2e) (Scope 12,767 12,203 y Emissions from purchased electricity (1C02e) (Scope 2) 33,320 34,024, Total gross (COZ emissions. 56,819) 54,615 Intensity ratio: Tonnes of CO2e per fin EBITDA 7967, 2196. Methodology ‘The figures above represent Whitworths Holdings Group energy use and associated GHG emissions from electicity and fuel for the 2021/22 reporting year arising from in-scope subsidiaries and actvities. We have followed the 2019 UK Govemment environmental reporting guidelines, along with the 2021 UK Goverment GHG Conversion Factors. The scope of this data includes 10 manufacturing sites based in the UK. Emissions from business travel in rental cars or employee-owned vehicles where the company is responsible for purchasing the fuel (Scope 3) have not been reported as these are considered to be immaterial. In addition the majority of our 100% electrichybrid company car fleet charging is performed on site and so these figures are included within the purchased electricity figures above. Ofisite charging costs are considered to be immaterial Energy Efficiency Action Whitworths Holdings Group remains committed to reducing its carbon footprint by reducing energy consumption throughout its operatons, and by minimising and recycling waste, The Company participates in a Climate ‘Change Agreement When purchasing new capital equipment, consideration is given to the energy efficiency of the equipment in additon electric car charging points continue to be installed al our sites and an ever increasing proportion of our ‘company car fleet are now 100% electric vehicles (with the remainder becoming hybrids). We have also now launched a salary sacrifice scheme offering all employees the opportunity to lease 100% electic or hybrid vehicles. Section 172 Statement ‘The Directors have long term considerations at their heart. The Company is part of a private, family-owned group of businesses, and itis the intention of the family and the Board to have a successful and profitable business for ‘many years to come. The Directors understand the business and the evolving environment in which we operat, including the challenges of navigating through the effects of Covid-19 as outined under “principal risks and uncertainties” found in the Strategic Report. The strategy set by the Board is intended to strengthen our position a8 a UK Flour Milling Company recognising the changing requirements of our stakeholders on whom the long- term success of our business is dependent, ‘The Directors recognise that ils employees are fundamental to our business and the delivery of our stategic ambitions. The success of our business depends on altracting, retaining and motvating employees. From ensuring that we remain 2 responsible employer, from pay and benefits to our health, safely and workplace environment The Directors factor and communicate the implications of decisions on employees where relevant and feasible. Page 4WHITWORTHS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 4 APRIL 2022 ‘Section 172 Statement (continued) Delivering our strategy requires strong mutually beneficial relatonships with suppliers, customers, and govemment bodies. The Board continually assess the priorities related to customers and engages with them to ensure the relevance of our business strategy and investment policies. We monitor our suppliers to ensure our Product and service supply is maintained to our documented standard whilst also adhering to the required Payment practices, ‘The Directors continually assess the impact of the company’s operations on the community and the environment through reviewing our working practices and monitoring and measuring our emissions from energy, fuel, and electicity usage. We continually review our operations to ensure the most modem environmentally efficent ‘machinery and practices are in place and contol of fuel emissions through using up to date environmentally regulated transport and extensive employee raining. Our investment programmes include environmentally focused projects ‘The Board periodically reviews and approves its code of conduct, ethics and compliance policies and Modem Slavery Statements to ensure that high standards are maintained within the Group's business and the business relationships we maintain. This, complemented by the ways the Board monitors compliance with relevant ‘goverance standards, assures The Group acts in ways thal promote high standards of business conduct. ‘The Directors consider which course of action best enables delivery of our strategy through the fong term, taking into consideration the impact on stakeholders. In doing so our Directors act fairly between members of the ‘company. ‘The Board is presented with regular board packs and other information that it needs to fulfil its responsibil. During the period at Board meetings the Board have discussed and made decisions on a number of specific issues including business prioriies and strategy, capital investment and the ongoing management of the current ‘economic situation, ‘This report was approved by the board and signed on its behalf. ty MF George Chairman, Date: 17 August 2022 Page5WHITWORTHS HOLDINGS LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 1 APRIL 2022 ‘The directors present their report and the financial statements for the 53 week period ended 1 April 2022. The ‘comparative information is for the 52 week period ended 26 March 2021 Results and dividends ‘The profit or the period, after taxation, amounted to £11, 4m (2021: £12.4m). Adividend of £1.5m was paidin the period (2021: £m). ‘The amount of expenditure incurred in relation to research and development actly is £2.9m (2021: £3.4m). The acivty ndudes scientific and technological advances in flour miling, Directors ‘The directors who served during the period were: MF George MD George RW Buller NS Linney J Preston (resigned 30 November 2021) RA Watson (appointed 1 April 2021) 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 finandal statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, induding 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 and profit or loss of the Company and Group for that period. in preparing these financial statements, the directors are required to: ‘select suitable accounting policies and then apply them consistently, ‘+ make judgements 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 concem basis unless it is inappropriate to presume that the Company and 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 disciose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other inegularites Environmental matters. ‘The Group is committed to a policy which recognises environmental issues in all aspects of its business. Responsibility for compliance with environmental best practice is vested in the directors and environmentally sensitive options are integrated into the Group's business at all levels of operation. Page 6WHITWORTHS HOLDINGS LIMITED DIRECTORS’ REPORT (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 Employee involvement and engagement Consultation with employees or their representatives, where not commercially sensitive, ocours at all levels, with the aim of ensuring their views are considered when decisions are made that are likely to affect their interests and that ail employees are aware of the operational performance of their business units and of the Company as ‘whole, This is achieved through regular communication including formal and informal team meetings, individual performance reviews and the annual employee engagement survey. Employee wellbeing {In support of all employees’ health and wellbeing, on site medical drop-in sessions are available across the Company. These sessions provide general health checks such as BMI, blood pressure and cholestera levels, as. ‘well as offering advice regarding all health-related issues including mental health, smoking cessation and dietary advice. The Group offers all employees a benefits portal provided by Lifeworks. This online and telephone provision offers wellbeing resources, access to counselling sessions, assistance with physical, mental, social ‘and financial wellness as well as perks such as coupons and savings. Disabled employees Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abiliies of the applicant concemed. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and appropriate vaining arranged. itis the policy of the Group that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer rom a disability. Engagement with suppliers, customers and others Integrity is at the heart of how the Group operates. The Group works collaboratively with its customers and is recognised by them for the consistently high quality, good value and excellent service provided. The Group looks {o build long term relatonships wih customers’ and constantly works towards developing new product processes and technologies that satisfy future customer needs. The Sales Directors, in conjunction with the: Managing Directors, are responsible for managing the relatonships with customers and manaining regular contactwith them, seeking feedback and reporting tothe Board when required ‘The relationships both with suppliers of raw material and suppliers of other key goods and services are equally important. In particular the Group develops long-standing relationships with key raw material and equipment ‘suppliers who are expers in their field to provide great service and innovation to the business to continually drive the Group forward. The Purchasing Director, in conjunction with the Managing Directors, is responsible for ‘managing the relationships with suppliers and maintaining regular contact with them, seeking feedback and reporting to the Board when required Post balance sheet events The receivables fnancing facity which was due to expire on 28 August 2022 was extended after the balance sheet date and now expires on 28 August 2023. The stock faiity which was due to expire on 4 September 2022 was extended after he balance sheet date and now expires on 28 August 2023. ‘On 8th April 2022 the Group acquired MG Group Estates Limited via a share for share exchange for ‘consideration of £11.3m, MG Group Estates Limited was already an associated company due to common shareholders, Page?WHITWORTHS HOLDINGS LIMITED DIRECTORS" REPORT (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 ing third party indemnity provisions During the period and up to the date of this report the Group maintained lability insurance and third-party indemnification provisions for its directors through a Group policy, under which the Group has agreed to indemnify the directors to the extent permitted by law in respect of al abilities to third parties arising out of, arin ‘connection with, the execution of their powers, duties and responsibilities as directors of the companies witin the Group. Future developments ‘The Group manufactures a wide range of flours in some of the most technically advanced mils in the word ensuring the highest levels of food safety and brand protection for its customers. The Group has built ts feputaton as a world class miler and market leader through significant and sustained capital investment, and this will continue to be the case moving forwards as the Group continues to develop and improve its miling capacity and facies. Matters covered in the strategic report ‘The Financial risk management policy sections and SEC reporting are not included in the Directors’ report as, under $414C(11), they have instead been included in the Strategic report. Disclosure of information to auditor ‘The directors confirm that * so far as each director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and + the directors have taken all the steps that they ought to have taken as directors in order to make themselves ‘aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information. Auditor ‘The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies ‘Act 2006. ‘This report was approved by the board and signed on its behalf. MF aoaele Chairman, Date: 17 August 2022 Page 8° GrantThornton INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITWORTHS HOLDINGS LIMITED Opinion We have audited the financial statements of Whitworths Holdings Limited (the ‘parent company) and its subsidiaries (the ‘group’) for the period from 27 March 2021 to 1 Apri! 2022, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the fnancia statements, including @ summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, induding Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK ‘and Republic of Irland’ (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 the parent company's affairs as at 1 April 2022 and of ‘he group's profit for the period then ended; ‘+ have been property 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 ‘Auditor's responsibilities for the audit Of the financial stalements' section of our report. We are independent of the group and the parent company in ‘accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fuliled our other ethical responsibiliies in accordance with these requirements. We believe that the audit evidence we have oblained is sufficient and appropriate to provide ‘a basis for our opinion, Conclusions relating to going concer We are responsible for conduding on the appropriateness of the directors’ use of the going concem basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or ‘conditions that may cast significant doubt on the group's and the parent company’s abil to continue as a going ‘concem. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor's ‘opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future ‘events or conditions may cause the group and the parent company to cease fo continue as a going concem. tn our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the parent company’s business model including effects arising from macro-economic uncertainties. such as. Brexit and Covid-19, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going concer period. Page 9° GrantThornton INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITWORTHS HOLDINGS LIMITED (CONTINUED) Based on the work we have performed, we have not identified any material uncertainties relating to events or Conditions tha, individually or colectively, may cast signifcant doubt on the group's and the parent company’s ability to continue as a going concer for a period of at least Wwelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concem basis of accounting in the preparation ofthe financial statements is appropriate. ‘The responsibilities of the directors with respect to going concem are described in the ‘Responsibilites of directors forthe financial statements’ section of this report. (Other information ‘The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent ‘otherwise expliciy stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibilty 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 identfy 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. Opinions 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 period 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 requirement, Page 10} GrantThomton INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITWORTHS HOLDINGS LIMITED (CONTINUED) ‘Matter on which we are required to report under the Companies Act 2006 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 Matters on which we are required to report by exception ‘We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to youii, in our opinion: ‘+ adequate accounting records have not been kept by the parent company, or retums adequate for our audit have not been received from branches not visited by us; or ‘+ the parent company financial statements are notin agreement with the accounting records and returns; oF ‘+ certain disclosures of directors’ remuneration specified by law are not made: or ‘+ wehave not received ail the information and explanations we require for our audit Responsi jes of directors for the financial statements ‘As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a tue and fair view, and for such Internat 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 ‘companys abil to continue as a going concem, disclosing, as applicable, matters related to going concem and using the going concem basis of accounting unless the directors either intend to liquidate the group or the parent ‘company or to cease operations, or have no realistic altemative but to do so, ‘Auditor's responsibilities for the audit of the financial statements ur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due 10 fraud or error, and to issue an auditor's 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 ahvays detect a material misstatement when it exists. Misstalements 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 financial statements. ‘A further description of our responsibiltes for the audit of the financial statements is located on the Financial Reporting Counci's website at wwwitc oraulvauditorsresponsibilties. This description forms part of our auditors report Page 11e@ GrantThornton INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITWORTHS HOLDINGS LIMITED (CONTINUED) Explanation as to what extent the audit was considered capable of detecting imeguiaritie, including fraud regularities, including fraud, are instances of non-compliance with laws and regulatons. We design procedures in Ine with our responsibilties, outined above, to detect material misstatements in respect of irregulantes, induding fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is property planned and performed in accordance with the ISAs (UK). ‘The extent to which our procedures are capable of detecting imegutarites, including fraud is detailed below: + We obtained an understanding of the legal and regulatory frameworks applicable to the group and parent ‘company and industry in which it operates through our general commercial and sector experience, discussions with management and review of board minutes. We determined that the following faws and regulations were most significant: FRS. 102 “The Finandal Reporting Standard applicable in the UK and Republic of ireland’, he Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we conduded that there are certain laws and regulations that may have an effect on the determination of the amounts and disclosures in the financial statements such as health and safety and ~ employee matters. ‘+ We enquired of management conceming the group and the parent company’s policies and procedures relating to: ‘+ the identification, evaluation and compliance with laws and regulations; ‘+ the detection and response to the risks of fraud; and + the establishment of intemal controls to miligate risks related to fraud or non-compliance with laws and regulations, ‘+ We enquired of management and those charged with govemance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowiedge of actual, suspected or alleged fraud, ‘+ We assessed the susceptibility of the group and the parent companys financial statements to material misstatement, including how fraud might occur and the risk of management override of contols. Audit Procedures performed by the engagement team included: ‘+ identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; ‘+ challenge assumptions and judgements made by management in its significant accounting estimates, ‘+ identiying and testing joural envies, in partcular journal entries posted with unusual account Combinations that increased revenues or that reduced costs in the consolidated statement of comprehensive income; and ‘+ assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item, Page 12° GrantThornton INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITWORTHS HOLDINGS LIMITED (CONTINUED) ‘+ In addition, we completed audit procedures to conclude on the compliance of disclosures in the annual ‘report and accounts with applicable financial reporting requirements ‘+ These audit procedures were designed to provide reasonable assurance that the fnancial statements were free from fraud or error. However, detecting irregularities that resull from fraud is inherently more difficult than detecting those that result from error, as those imegularites that result from fraud may involve collusion, deiberate concealment, forgery or intentonal misrepresentations. Also, the further removed non-compliance ‘with laws and regulations is fom events and transactions reflected in the financial statements, the less likely ‘we would become aware of it ‘+ The assessment of the appropriateness of the collective competence and capabiliies of the engagement {eam including consideration of the engagement team's: ‘+ understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and participation, + knowledge of the industy in which the cient operates; and + understanding of the tegal and regulatory requirements specific to the entity induding, the provisions of the applicable legislation and the applicable statutory provision. ‘+ We communicated relevant laws and regulations and potential fraud risks to all engagement team members. We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit Use of our report This reportis made solely to the company’s members, 2s a body. in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undeitaken so that we might state to the company’s members ‘hose matters we are required to state to hem in an audito’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibilty to anyone other than the company and the companys members as a body, for our aut work, for this report, oF for the opinions we have formed. Gel Marke. lle Lf” Tim Broadway ‘Senior Statutory Auditor {or and on behalf of Grant Thorton UK LLP Statutory Auditor, Chartered Accountants ‘Maton Keynes. 17 August 2022 Page 13WHITWORTHS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 1 APRIL 2022 Tumover Cost of sales Gross profit Distibuton costs ‘Administrative expenses ‘Other operating income Fair value movements on investment properties Operating profit Interest payable and similar expenses Profit before taxation Tax on profit Profit for the financial period All activities derive from continuing operations, Note 10 1" ‘The profit forthe period is all altibutable to the owners of the parent Company. ‘There was no other comprehensive income for 2022 (2021: £Nii. ‘The notes on pages 23 to 53 form part of these financial statements, 53 week period 1 April 2022 £000 544,620 (481,697) 62,932 24759) (12,348) 332 462 16,621 (647) 15,974 (4,904) 11,070 S2week ‘period 26 March 2024 ‘£000 437,301 (375,210) 62,091 (94,431) (11,509) 545 861 17,557 (008) 16,749 (4,301) 12,448 Page 14WHITWORTHS HOLDINGS LIMITED REGISTERED NUMBER:04999627 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ‘AS AT 1 APRIL 2022 As restated As restated 1 Aprit April 26 March 26 March 2022 222 2024 2021 Note £000 2000 £000 £000 Fixed assets Negative goodwill 13 (0,535) (9,694) Other intangible assets 13 4855 5428 Tangible assets 6 197,250 196,493 Investments 16 1 1 Investment property 7 8622 9,560 121,193 121,788 Current assets, Stocks 18 33,858 23,876 Debtors: amounts faling due within one year 19 91,132 72,574 Cash at bank and in hand 4768 4,058 129,758 100,508 Creditors: amounts fang due within one year 20 (105,959) (66,571) Net current assets 23,799 13,937 Total assets less current liabilities 144,092 135,725 Creditors: amounts falling due after more than one year a (25,454) (28,761) Provisions for liabilities Deferred taxation ce} (11,498) (6,474) (11,498) (8,474) Net assets, 108,040 98.470 Page 1WHITWORTHS HOLDINGS LIMITED REGISTERED NUMBER:04990027 GONSOUDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) ‘AS AT 1 APRIL 2022 1 Aprit 26 March 2022 2021 Note 2000 £000 Capital and reserves Called up share capital 26 4044 444 Revaluation reserve 2 1 1 Capital redemption reserve a 3,375 3,000 Merger reserve 2 12,928 12,928 Profit and ioss account 2 81,292 76,097 Equity attributable to owners of the == —— parent Company 108,040 98,470 Details of the restatement are contained in note 28, The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 August 2022. thE MF George Director ‘The notes on pages 23 to 53 form part of these financial statements, Page 16WHITWORTHS HOLDINGS LIMITED REGISTERED NUMBER:04900927 COMPANY STATEMENT OF FINANCIAL POSITION ‘AS AT 1 APRIL 2022 Fixed assets Tangible assets Investments Investment property Current assets Debtors: amounts falling due after more than ‘one year ‘Debtors: amounts fang due within one year Creditors: amounts faling due within one year Net current assets, Total assets less current liabilities Creditors: amounts falling due after more than one year Provisions for liabilities Deferred taxation Net assets Note 18 16 7 19 19 2 2B 1 April 2022 ‘2000 21,005 1,207 73,302 (17,623) 1 April 2022 ‘2000 807 11,817 12,624 10,679 23,303 @75) 22,928 As restated As restated 26 March 2021 £000 21,130 6392 27,462 (18,217) (68) 26 March 2024 £000 610 11,817 1,400 14,027 9,245 23,272 (750) (88) 22,434 Page 17WHITWORTHS HOLDINGS LIMITED REGISTERED NUMBER:04990027 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) ‘AS AT 4 APRIL 2022 April 1 April 26 March 26 March 2072 2 2024 2021 Note 2000 £000 £000 ‘£000 Capital and reserves, Called up share capital 26 4444 444 Capital redemption reserve a 3,375 3,000 Profit and loss account brought forward, 14,980 13,342 Profit for the period 1,904 3,023 Dividends paid 1,500) (1,000) Redemption of preference shares. 75) (975) Profit and loss account carried foward 15,109 14,990 22,928 22,434 ‘The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 August 2022 teal Director ‘The notes on pages 23 to 53 form part ofthese financial statements, Page 18WHITWORTHS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 1 APRIL 2022 Called up Capital Profit and share redemption Revaluation Merger loss Total capital reserve reserve reserve account equity 2000 2000 e000 £000 2000 £000 At27 March 2021 4448 3,000 1 12,028 © 78,007 98,470 Comprehensive income for the period Profit for the period : : : - 14070 11,070 Total comprehensive income for ———_ ————, —___ —____ —____ ____ the period : - * + 11,070 11,070 Dividends . . . : (1,500) (1,500) Redemption of preference shares : 375 : . @75) : ‘At 4 April 2022 4448 3375 1 12,928 87,292 108,040 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 26 MARCH 2024 Calledup Ci Profit and share redemption Revaluation Merger loss Total capital reserve — reserve reserve account equity £000 ‘2000 2000 © £000 000 © £000 ‘AL28 March 2020 444d 2,625 1 12,928 © 67,024 87,022 Comprehensive income for the period Profit for the period : : : = 12,448 12,448 Total comprehensive income for ——— ——_— —____ —___. ______ ___ the period - : : = 12,448 12,448 Dividends : : : : (1,000) (1,000) Redemption of preference shares : 315 : : 675) : ‘At26 March 2021 444d 3,000 1 12928 © 78097 98,470 ‘The notes on pages 23 to 53 form part of these financial statements, Page 18WHITWORTHS HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 4 APRIL 2022 Capital , Called up redemption Profit and share capital reserve loss account Total equity 000 2000 £000 £000 27 March 2021 aaa 3000 = 14980 22.434 Comprehensive income for the period Proft forthe period 5 : 4,904 1,904 Total comprehensive income for the period . . aa! om Contributions by and distibutions to owners DOwvidends 5 : (1,500) (1,500) Redemption of preference shares a5 G75) : ‘At April 2022 44a 3375 «1500 —=—(22.028, COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 26 MARCH 2021 Capital Called up redemption _Profitand share capital reserve loss account Total equity £000 000 ‘2000 £000 ‘At28March 2020 aaa 262 © 13,342, 20,Att Comprehensive income for the period Prof forthe period : : 3,023 3,023 Total comprehensive income for the period . . oo cone Contributions by and distributions to owners Dividends : : (1,000) (1,000) Redemption of preference shares 35 (375) : ‘At 26 March 2021 4a4 3,000 14990 22.434 ‘The notes on pages 23 to 53 form part of these financial statements Page 20WHITWORTHS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS. FOR THE PERIOD ENDED 1 APRIL 2022 Cash flows from operating activities Profit forthe financial period ‘Adjustments for: ‘Amortisation of intangible assets Depreciation of tangible assets Loss on disposal of tangible assets Interest payable Taxation charge (increase) in stocks (increase) in debtors Increase in creditors ther fair value gains recognised in profit and loss Corporation tax paid Fair value movement on investment properties, ‘Net cash generated from operating activities Cash flows from investing activities Purchase of tangible assets Sale of tangible assets Sale of investment properties Net cash from investing activities 1 April 2022 £000 11,070 1,216 10,918 (20) 1,504 4,904 (9,982) (18,626) 13,140 2,831) 2613) (462) (11,614) 38. 1,400 (10,176) As restated 26 March 2024 12,448 (473) 8412 (38) 4,301 (4,598) (3,599) 3,437 (630) (3,926) (231) 15,899 (29,130) 53 (29,077) Page atWHITWORTHS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 1 APRIL 2022 Cash flows from financing activities New bank facies Repayment of receivables financing facility Drawdown of receviables finance facility Repayment of finance leases Interest paid Dividends paid Redemption of preference shares Net cash used in financing activities Net increasel(decrease) in cash and cash equivalents, Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of period Cash and cash equivatents at the end of period comprise: Cash at bank and in hand ‘The notes on pages 23 to 53 form part of these financial statements. 1 April 2022 ‘£000 1,629 (405,202) 416,516 As restated 26 March 2024 15,625 (924,568) 328,704 (4,759) (608) (1,000) (378) 12,819 (359) 4 att 4,058 4,058 Page 22WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS: FOR THE PERIOD ENDED 1 APRIL 2022 General information \Whitworths Holdings Limited is a private company limited by shares and incorporated in England and Wales. The details of he registered ofice address, prindpal place of business and company number can be found on the Company information page. ‘The principal activity of the Group continued to be that of procurement of wheat and milling of flour. Other activites carried out indude farming, estate management and foresty. The principal activity of the Company is an investment holding company. ‘Accounting policies 2.1. Basis of preparation of financial statements The financial statements have been prepared on a going concem basis, under the historical cost convention as modified by the revaluation of investment property and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006. ‘The financial statements are presented in Sterting (E) 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 judgement in applying the Company'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. The Company has also taken advantage of the disclosure exemptions allowed under FRS 102 and has not presented its own cash flow statement, financial instruments note or key ‘management personnel compensation, ‘The folowing principal accounting policies have been applied: 2.2 Basis of consolidation ‘The consolidated financial statements present the results of the Group and its own subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group ‘companies are therefore eliminated in fll ‘The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, labilites ‘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 contol ceases. In accordance wit the transitional exemption avaiable in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occured before the date of transition to FRS 102, being 1 April 2014. Therefore, the Group continues to recognise a merger reserve which erase ‘on a past business combination that was accounted for a8 a merger in accordance with UK GAAP as applied at that ime Page 23,WHITWORTHS HOLDINGS UMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOO ENDED 1 APRIL 2022 2 ‘Accounting policies (conénued) 23 Going concern In preparing these financial statements, the Directors have assessed the ability of the Group and parent company to continue to operate for a period of atleast twelve months from the date of signing the financial statements, ‘The Directors have undertaken a risk assessment and forecasting exercise to assess the Group and ‘parent company's liquidity position and covenant compliance. The forecast for the going concem Period has been prepared using the five year plan approved by the Board and takes account of the latest assumptions concerning wheat prices, expected sales tonnage and key cost drivers such as ‘energy prices and inflation. Actual trading performance in the 13 week period to 1 July 2022 is in ine with forecast at the revenue level and ahead of forecast at the EBITDA level For the purposes of the going concem assessment, the Directors have performed cashflow and ‘covenant sensitivity analysis focusing on reduces sales levels and the impact of energy cost increases. In addiion, reverse stress testing has been performed to establish the levels of performance where cash availabilty or covenant compliance would be breached. The results of the ‘analysis demonstrated thal there was sufficient cash availabilty within the current banking facilies to ‘deal with all ofthe identified reasonably possible scenarios. ‘The Directors are mindful that the receivables financing and stock banking facilites expire shorty alter the going concem period at the end of August 2023. Discussions have already started with the ‘groups bankers and advisers to refinance these facilites in the nomal course of business and the Directors expect that a new facility will be in place before the end of the current financial period, well in advance ofthe facilities expiry date. Based on curent trading performance and the sensitivity and reverse stress testing scenarios, performed, the Directors have @ reasonable expectation that the Group and parent company has ‘adequate resources to continue in operational existence for the foreseeable future, being a period of no less than twelve months from the date of approval ofthese financial statements. Accordingly, they Continue to adopt the going concem basis in preparing the financial statements, Page 24WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS: FOR THE PERIOD ENDED 1 APRIL 2022 A ‘Accounting policies (continued) 24 Revenue Revenue is recognised to the extent that itis probable that the economic benefits will low to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the ‘consideration received or receivable, excluding discounts, rebates, value added tax and other sales, taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied ‘+ the Group has transferred the significant risks and rewards of ownership to the buyer; + the Group retains neither continuing managerial involvement to the degree usually associated ‘with ownership nor eflectve control over the goods sold; the amount of revenue can be measured reliably, itis probable that the Group will receive the consideration due under the transaction, the costs incurred or tobe incurred in respect of the transaction can be measured reliably; and when specifc criteria relating to each of the Group's sales channels have been met, which is delivery to the customer. Rebate agreements ‘Some customer contracts include rebate agreements for tade or volume discounts, which are (ranted to the customer based upon prices, volume and product mix. Revenue is recognised net of febales given in the period and an accrual is made at the period end based on the Directors’ best ‘estimate of amounts due to customers in respect of these rebate agreements. Page 25,WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 2 ‘Accounting policies (continued) 26 Intangible assets 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 the identifiable assets and liabittes of the acquiree at the date of acquisition. Subsequent to inital recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a ‘straight line basis to the Consolidated statement of comprehensive income over its useful economic life. Negative goodwill arises when the fair value of the identifable assets and liabilities is greater than the consideration paid. The negative goodwill is written back to the Consolidated statement of ‘comprehensive income in the periods in which the non-monetary assets acquired are recovered Other intangible assets Intangible assets are intially recognised at cost. After recognition, under the cost model, intangible ‘assets are measured at their original value less any accumulated amortisation and any accumulated impairment losses. ‘At each reporting date the Group 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. All intangible assets are considered to have a finite useful fife. Ifa reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows: Customer relationships : 10 - 16 years Product names : 5-25 years 26 Tangible 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 attibutable to bringing the asset to the location and condition necessary for it to be capable of ‘operating in the manner intended by management. ‘Ateach 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 camying amount exceeds the recoverable amount. ‘The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, ifthe replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and ‘maintenance are charged to the Consolidated statement of comprehensive income during the period in which they are incurred, Page 26WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 2 ‘Accounting policies (continued) 26 27 28 29 Tangible assets (continued) : Freehold land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of sets less their residual value over their estimated useful lives, using the straight-line method. ‘The estimated useful lives range as follows: Land and buildings = 20-50 years Prant and machinery ~ 3-15 years: ‘Assets under construction are not depreciated. The assets in this category are transferred to the appropriate categories and depreciated at the relevant rates at the point they are in the location and condition necessary for them to be capable of operating inthe manner intended by management. ‘The assels' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, oif tere is an indicabon ofa 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 within the Consolidated statement of comprehensive income. Investments Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid. Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment, Investment property Investment property is carried at fair value determined annually by the directors as informed by fexlemal valuers and derived from the current market rents and investment property yields for ‘comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Consolidated statement of comprehensive income, ‘Operating leases: the Group as lessee Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income 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 stiaighl tine basis over the lease term, unless another systematic basis is representative of the tme pattem of the lessee's benefit fom the use of the leased asset. Page 27WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 2 ‘Accounting policies (continued) 2.40 Research and development expenditure In the research phase of an intemal project it is not possible to demonstrate that the project will ‘generale 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 thal its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives. IC; is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as ifit were all inoured in the research phase only. 2.11 Finance leases ‘Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed ‘assets. Assets acquired by finance leases are deprecated over the shorter of the lease term and their useful lives, Assets acquired by hire purchase are depreciated over their uselul lives. Finance eases are those where substanbally all of the benefits and risks of ownership are assumed by the ‘company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental paymentis charged to the Statement of ‘comprehensive income so as to produce @ constant periodic rate of charge on the net obligation ‘outstanding each period 2128tocks Stocks are stated at he 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, frst out basis. Finished {g00ds include labour and attibutable overheads. Ateach reporting date, stocks are assessed for impairment If stock ss impaired, the carrying amount is reduced to its seling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated statement of comprehensive income. 243Debtors ‘Short term debtors are measured at transaction price, less any impairment. Loans receivable are ‘measured initially at fair value, net of wansaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment, 244 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 convertble to known ‘amounts of cash with insignificant risk of change in value. Bank balances are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis or torealise the asset and sette the liability simultaneously. Page 28WHITWORTHS HOLDINGS UMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 4 APRIL 2022 2 ‘Accounting policies (continued) 2.18 Foreign currency translation. Functional and presentation currency ‘The group's functional and presentational currency is Sterting (2), ‘Transactions and balances Foreign currency tansactons are tanslated 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 transiated 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 resuling 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 the Statement of comprehensive income except when deferred in other ‘comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within interest payable and similar expenses. 2.16 Financial instruments “The Group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities lke trade and other accounts receivable and payable, loans from banks and ‘other third parties, loans to related parties and investments in non-puttable ordinary shares. Debt instruments (other than those whally repayable or receivable within one year), including loans ‘and other accounts receivable and payable, are initally measured al present value of the future cash flows and subsequenty at amorised cost using the eflectve interest method, Debt instruments that are payable or receivable within one year. typically trade payables or receivables, are measured, initaly and subsequenty, atthe undiscounted amount of the cash or other consideration, expected to bbe 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 nomal business terms or financed at a {ate of interest that is not a market rate or in case of an out-ight short-term loan not at market rate, the financial asset or liability is measured, initally, 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. f objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income For financial assets measured at amortsed 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. Ifa financial asset has a variable interest rate, the discount rale for measuring any impairment loss is the current effective interest rate determined under the ‘contract Page 29WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS. FOR THE PERIOD ENDED 1 APRIL 2022 2 Accounting policies (continued) 2.16 Financial instruments (continued) For financial assets measured at cost fess impainment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of he recoverable amount, which is ‘an approximation of the amount that the Group would receive forthe asset iit were to be sold at he Teportng date. Financial assets and labilites are offset and the net amount reported in the Consolidated statement of financial position when there is an enforceable right to set off the recognised amounts and there is ‘an intention to settle on a net basis oF to realise the asset and sette the labiity simultaneously Derivatives, including interest rate swaps, forward fuel contracts and forward foreign exchange Contracts, are not basic fnandial instumenis. Derivatives are initally recognised at fair value on the date a derivative contract is entered into and are subsequenty re-measured at their fair valve. Changes in the lair value of derivatives are recognised in the Consolidated statement of ‘comprehensive income within the statutory headings to which the underlying transaction relates. The Group does not apply hedge accounting for forward fuel conlyacts, foreign exchange derivatives, wheat futures or interest rate swaps. 2.17 Creditors ‘Short term creditors are measured at the transaction price. Other financial iailties, incuding bank loans, are measured initially at fair value, net of ransaction costs, and are measured subsequenlly at amortised cost using the effective interest method. 2.18Finance costs: Finance costs are charged to the Consolidated statement of comprehensive income over the term of the debt using the effectve interest method so that the amount charged is at a constant rate on the Carrying amount. Issue costs are inibaly recognised as a reduction inthe proceeds of the associated capital instument Interest paid is classified as financing within the consolidated cash flow statement. 219Dividends 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, Page 30WHITWORTHS HOLDINGS LIMITED. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 2 ‘Accounting policies (continued) 2.20Pensions CConvibutions payable to the defined contibution scheme are charged to the Consolidated statement ‘of comprehensive income in the year they are incurred, Defined contribution pension plan ‘The Group operates a defined contribution plan for its employees. A defined contribution plan is a fpension plan under which the Group pays fixed contibutions into a separate entity. Once the ‘contibuions have been paid the Group has no further payment obligations. ‘The contributions are recognised as an expense in the Consolidated statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liabiity in the Consolidated statement of financial positon. The assets of the plan are held separately from the Group in independent administered funds. 2.21 Borrowing costs Borrowing costs relating specifically to the financing of assets in the course of construction, as well as ‘other eligible general borrowing costs are capitalised during the period of construction, ‘All other borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred. 2.22Taxation ‘The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated statement of comprehensive income except that a charge attibutable 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 reporting date in the counties where the Company and the Group operate and generate income, Deferred tax balances are recognised in respect of all tming differences that have originated but not reversed by the statement of financial position date, except that: ‘+The recognition of deferred tax assets is imited to the extent that itis probable that they will be recovered against the reversal of deferred tax liabilites 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 taxis 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 reporting dal Page 31WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS: FOR THE PERIOD ENDED 1 APRIL 2022 Critical accounting judgements and estimation uncertainty Estimates and judgements are continually evaluated and are based on historical experience and other factors, induding expectations of future events that are believed to be reasonable under the ‘circumstances. 3.4 Critical judgements in applying accounting policies ‘There are no citical judgments that have been made in the application of the groups accounting policies, 3.2 Key accounting estimates and assumptions ‘The group makes estimates and assumptions conoeming the future. The resulting accountng estimates will, by definiton, seldom equal the related ackial results. The estimates and assumptions thal have a significant risk of causing a material adjustment to the carrying amount of assets and liabilites within the ‘ext financial year are addressed below: {@) Useful economic tives of tangible and intangible assets, ‘The annual amortsation/depreciation charge is sensitve to changes in the estimated useful economic lives of the assets. The useful economic lives are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, ‘economic utlisaton and the physical condition of the assets. (©) Investment property valuations In determining the fair value of investment property, management use independent valuers to estimate the fair value of investment property as at the period end. Currently F&A George uses the services of Savills plc and Carr's Flour Mils uses the services of Ardent Estate Agents. In determining the fair value of the investment property the valuers take into account market data and previous external valuations at the dates the valuations are made. Page 32WHITWORTHS HOLDINGS LIMITED - NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 = Tumover ‘An analysis of tumover by class of business is as follows Miling of wheat and sales of four Farming, estate ownership and forestry ‘Analysis of tumover by country of destination: United Kingdom Republic of ireland Rest of Europe Rest of he world Other operating income Research and development credit SSweek 52 waek period period April 26 March 2022 2021 £000 £000 543,343 436,304 1,286 997 544620 437,301 Sweek 52 wook period ‘period {April 26 March 2022 202 ‘£000 £000 521,024 413,747 18,997 19,279 1,044 1,979 3,564 2,296 544629 497,301 S3week 52 week period ‘period April 26 March 2022 2024 £000 ‘£000 332 545 Page 33,WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 Operating profit ‘The operating proftis stated after charging / (crediting) Loss/iproft) on disposal of tangible assets Depreciation of tangible assets Depreciation of assets held under finance lease Amortsation of intangible assets and negative goodwill Exchange differences ‘Operating lease rentals ‘Amorisation of government grants Research and development expenditure ‘Auditors remuneration Fees payable to the Group's auditor and its associates in respect of: ‘Audi of the Group's annual financial statements ‘Audit of the subsidiary companies’ annual financial statements Fees payable to the Group's auditor and its associates in respect of: ‘Tax compliance services ‘Other services 53 week period 1 Apri ‘£000 (20) 8,002 1,926 1218 4,205 (119) 53 week period 1 April 2022 ‘2000 16 178 52 wok period 26 March 2021 (38) 5,767 2,645 (473) 3,964 (119) 3.430 52 wook period 26 March 2024 97 103 Page 34WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 » Employees Staff costs, including directors’ remuneration, were as follows. Group Group Company Company tT Apt — 26March = April «26 March 2022 202 2022 2021 £000 ‘£000 e000 ‘2000 Wages and salaries 30,947 (29,885 1,264 1,250 ‘Social security costs: 3,318 3,142 174 148 ‘Other pension costs 41507 1.397 3 2 ‘The average monthly number of employees, including the directors, during the period was as follows: Group Group Company Company 52 week 52 wok Saweek period Seek period period 23 period 26 1 April March TAprit March mz 201 tae 2024 No. No. No. No. ‘Administration 2 66 6 6 Sales and Distribution 363 26 : : Predtucton m2 327 : 5 767 744 16 6 Directors’ remuneration SSweek 52 week period period ‘April 26 March 2022 2024 £000 ‘£000 Directors’ emoluments 820 698 “The highest paid director received remuneration of £46k (2021: £3944). {Al directors and certain senior employees who have authority and responsibilty for planning, directing ‘and controling the activites of the Group are considered to be key management personnel. Total ‘remuneration in respect of these individuals was £1 207k (2021: £1,046K). During ne period, the Company dd notmake any pension conuibutons in respect ote directors (2021: END. Page 35WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 Interest payable and similar expenses S3week 52 wok period period {April — 26 March 2022 2024 £000 ‘£000 Bank interest payable 1,541 724 Finance leases and hire purchase contracts 53 ry Fair value movement on interest rate swap derivatives (047) : Tax on profit, S3week 52 week period ‘period ‘April — 26 March 2022 2024 £000 £000 Corporation tax ‘Current tax on profits for the period 2,548 2,508 ‘Adjustments in respect of previous periods 134 9 Total current tax 2,682 2.515 Deferred tax Origination and reversal of tming differences 596 559 Adjustments in respect of previous periods (947) 1227 Effect of increased tax rate on opening balance 2,873 : Total deferred tax 2222 1,766 Tax on profit, 4,904 4,301 Page 36WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS. FOR THE PERIOD ENDED 1 APRIL 2022 ‘Tax on profit (continued) Factors affecting tax charge for the period ‘The tax assessed for the period is higher than (2021: higher than) the standard rate of corporation tax in the UK of 19% (2021: 19%). The diferences are explained below Profit before tax Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%) Effects of: Expenses not deductble for tax purposes Fixed assets diferences ‘Adjustments to tax charge in respect of previous periods ‘Non taxable income RAD tax credits Chargeable (lossesygains Remeasurement of deferred tax for changes in tax rates Total tax charge for the period Factors that may affect future tax charges 53 week period 1 April 2022 £000 15,974 3,035 12 150 (a1) (210) 7 (128) 2738 4,904 52 week period 26 March 2021 £000 16,749 3,182 4,236 (180) (25) 4,301 In the Spring Budget 2021, the Govemment announced that from 1 April 2023 the corporation tax rate will increase to 25%. The proposal to increase the rate to 25% was substantively enacted on 24 May 2021, before the Balance Sheet date, and therefore, its effects are included in these financial statements. The tax rate for the current period 's consistent with the prior period (19%). The deferred tax balance has ‘however been remeasured using the enacted tax rate of 25%. Dividends Dividends paid 1 April 2022 ‘£000 1,500 41,500 26 March 2021 1,000 1,000 Page 37WHITWORTHS HOLDINGS LIMITED. NOTES TO THE FINANCIAL STATEMENTS, FOR THE PERIOD ENDED 1 APRIL 2022 13, Intangible assets Group Customer Product Negative relationships names goodwill Total £000 2000 £000 £000 Cost ‘AL27 March 2021 3,600 4130 (13,288) (5,588) Adjustment to cost . : 4474 4474 ‘AU Apt 2022 3,600 4130 (12,117) (4387) ‘Amortisation At27 March 2021 1,333 969 504) (1,282) Charge for the period 270 303 43 1,216 Adjustment to amortisation . : 369 369 ‘AL Apa 2022 1,603 1,272 (2,582) 283 Net book value ‘ALA Api 2022 1,987 2,858 (0.535) (4,680) ‘At 26 March 2024 2267 3,161 (9,694) (4,266) Negative goodwill has been adjusted in the current year as follows: ‘+ The amount included in the adjustment to cost and adjustment to amortisation fines is the result of a correction of an error identified relating to previous periods. The correction establishes the reduced ‘amount of negative goodwill that should have been recognised on a historic acquisition which is a net book value of 802k; The amount included in the charge for the period is a debit rather than a credit as it includes a correction of an error identified relating to previous periods release of £1 238k of negative goodwil in eater years. The impact of the above items, both individually and collectively, current year's results. Company ‘The Company has no intangible assets (2021: EN), ‘The correction reverses the incomect does not have a material effect on the Page 38WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 14, 8. Parent company profit for the period ‘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 period was £1 994k (2021: £3,023K), Tangible assets Group Assets Land and —_Plantand under buildings machinery construction Total £000 ‘2000 ‘2000 £000 Cost ‘AZT Match 2021 $1,280 © 105,323 «43,671 200,274 ‘Adtions 1,578 7,610 2505 11,698 Disposals 6 (150) : (164) Transfers between dasses 5387 38,288 ——(44,683) : ‘AL Apr 2022 e240 152,070 1,483 219,803 Depreciation ‘AZT March 2021 12232 71,540 5 83,781 Charge forthe period 4270 9,648 7 10,918 Disposals i) (nat) : (148) ‘At Apri 2022 13497 (81,056, 5 94,553 Net book value ‘At Apel 2022 ays T1014 4493 117,250 (At 26 March 2021 30048 33,774 43.071 196,499 Freehold land of £12 286k (2021: £12,286k) is not depreciated Included in Assets under construction is £79k (2021: £736K) of capitalised borrowing costs ala rate of between 1.4% and 2.54%, Page 39)WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS. FOR THE PERIOD ENDED 1 APRIL 2022 15. Tangible assets (continued) ‘The net book value of assets held under finance leases or hire purchase contracts, induded above, are as follows: 1 April 26 March 2022 2024 £000 £000 Prant and machinery 27,062 10,592 Company Land and Plantand buildings machinery Total £000 £000 2000 Cost ‘AL27 March 2021 705 50 845 Additions : 9 9 ‘ALA April 2022 795 50 354 Depreciation ‘AU27 March 2021 : 38 35, ‘Charge for the period : 12 12 ‘AL4 April 2022 : 4a a Net book value ‘ALY Apa 2022 AL26 March 2024 795 16 810 Freehold land of £795k (2021: £795) is not depreciated. Page 40WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS: FOR THE PERIOD ENDED 1 APRIL 2022 Investments. Group Cost At27 March 2024 AL April 2022 Net book value ‘Att April 2022 ‘At 26 March 2024 Company Cost ‘At27 March 2021 ‘Att April 2022 Net book value ‘Att April 2022 At 26 March 2021 investments ‘2000 Investments in subsidiary companies 2000 14,817 14,817 11,817 11,817 Page 41‘WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS: FOR THE PERIOD ENDED 1 APRIL 2022 16. Investments (continued) Direct subsidiary undertakings ‘The following were direct subsidiary undertakings of the Company. F &AGeorge Limited ‘Whitworth Bros, Limited Can’s Flour Mils Limited Pure Magic Industries Limited: Registered office Principal activity Victoria Mills, London Farming, estate Road, Wellingborough, ownership & forestry Northamptonshire, NNB 20T Victoria Mis, London Wheat procurement and Road, Wellingborough, flour miling Northamptonshire, NNB 20T Victoria Mills, London Wheat procurement and Road, Wellingborough, flour miling Northamptonshire, NNB 20T Victoria Mills, London ‘Dormant Road, Wellingborough, Northamptonshire, NNB 20T Indirect subsidiary undertakings The following were indirect Name Dogsthorpe Acquisitions Limited Fotheringhay Farming Co. Limited Cadge & Colman Limited ‘Whitworths Flour Millers Europe Limited subsidiary undertakings of the Company. Registered office Principal activity Victoria Mills, London Dormant Road, Wellingborough, Northamptonshire, NNB 20 Victoria Mills, London Dormant Road, Wellingborough, Northamptonshire, NNB 20T Victoria Mills, London Dormant Road, Wellingborough, Northamptonshire, NNB 20T 2 Park Place, City Gate Dormant Park, Mahon Point, Cork, Ireland Class of shares Ordinary Ordinary Ordinary Ordinary Class of shares Ordinary Ordinary Ordinary Ordinary Holding 100% 100% 100% 100% Holding 100% 100% 100% Page 42WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 7. Investment property Group Freehold investment property ‘2000 Valuation, A127 March 2021 9,560 Disposals (3,400) Fair value gain 462 ‘At 4 April 2022 8.622 Investment property consists of a number of residential properties and are either valued using the investment capitalisation method or a market appraisal undertaken on a comparable basis method ‘There isa full valuation performed by appropriately qualified external valuation experts every five years, in the intervening years a desktop review is performed by the same valuation expert, Ardent Estate Agents ‘and Savills pe. Company Freehold investment ‘£000 Valuation A127 March 2021 1,400 Disposals (1,400) ‘At1 April 2022 + Page 4318. 19, WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 Stocks Group Group Company Company TApril 26 March "4 April, «(26 March, 2022 2021 2022 2021 e000 £000 £000 ‘£000 Raw materials and consumables 26,782 77 : - Finished goods and goods for resale 7,076 6,159 - - 33,858 (23,676 - : ‘There is no significant difference between the replacement cost ofthe stocks and its carrying amount, Stocks are stated after provisions for impairment of ENil (2021: EN. Debtors Group Group Company Company As restated 1 April §— 26 March © April 26 March 2022 2021 2022 2021 ‘2000 £000 £000 £000 Amounts falling due greater than one year ‘Amounts owed by group undertakings : : 21005 21,190 Group Group Company Company T April — 26March A April «26 March 2022 2021 2022 2021 £000 ‘000 £000 000 ‘Amounts falling due within one year Trade debtors 83,126 67,478 7 1 Otber debtors 2939 2791 568 190 Prepayments and accrued income 2412 217 89 305 ‘Amounts owed by group undertakings : - 6927 5,836 Corporation tax 179 248 : : Deferred taxation : 5 : Financial instruments - derivatives 2476 a - e 1132 «72,674 727 6,392 ‘Amounts owed by group undertakings are unsecured, interest free and repayable on demand. However for some of the balances, as the Company does not have the intention of seeking repayment within ‘twelve months after the reporting date then these amounts have been classified as amounts faling due ‘greater than one year. ‘Trade debtors are stated net of provisions for impairment of £200k (2021: £894K). Page 44WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 1 APRIL 2022 Creditors: Amounts falling due within one year Group Group Company Company Asrosiated April" 26March = 1 April’ © 26 March 2022 2024 2022 2021 £000 £000 £000 ‘£000 Bank facies 44970 33,656 ‘18,000 15,000 Trade creditors 43441 34,318 150 283 ‘Amounts owed to group undertakings : 1.344 1.341 Comporation tax : : " 4 Other taxation and social security 964 02 - - Obligations under finance lease and hire purchase contracts 4370 o4et : - Other creditors 4387 1,856 389 943 Accruals and deferred income 10,927 914 732 626 Financial instruments - 354 - : 105,959 86,577 16,217 Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Creditors: Amounts falling due after more than one year Group Group Company Company TApril 26 March = April «26 March 2022 2021 2022 2021 £000 £000 £000 £000 Bank facies - 26,691 5 ‘Obligations under finance leases and hire purchase contacts 24,286 487 - - ‘Accruals and deferred income 783 913 2 : Preference shares 35 750 35 750 25484 (28,761 TS 750 Page 45WHITWORTHS HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS. FOR THE PERIOD ENDED 1 APRIL 2022 22. Loans and borrowings ‘The group has the fallowing loans and borrowings: Group Group Company Company April = 26March «4 April 26 March 2022 2024 2022 2024 ‘2000 £000 2000 £000 Receivables financing facility 29970 16,656 : e Revolving credit faciity 15,000 15,000 15,000 15,000 Equipment finance loan - 26,631 : : Obligatons under finance lease and hire ‘purchase contracts, 23,656 6,928 : 2 73628 © «67,218 15,000 15,000 ‘A receivables financing faclty which bears interest at 1.4% plus base and expires on 28 August 2022. ‘The faci is repaid as and when customers pay their outstanding invoices which is typically in ine with the agreed upon credit terms. The facity is secured against trade debtors. Subsequent to the year-end, the facility was extended and now expires on 28 August 2023. A stock facility which bears interest at 1.8% plus base and expires on 4 September 2022. Subsequent to the year-end, the facility was extended and now expires on 28 August 2023. The facility was undrawn as at 1 April 2022. ‘A£15m revolving credit facility which bears interest at 2.25% plus SONIA on the drawn down amount and ‘expires on 28 August 2024. At 1 April 2022 the full amount of the facility was drawn down and ithas been

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