Company Registration No. 00945702 (England and Wales)
GREENERY UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
GREENERY UK LIMITED
COMPANY INFORMATION
Directors
Greenery Produce Holding BV
Mr A A Swijter
(Appointed 18 June 2019)
Company number
00945702
Registered office
2B Vantage Park
Washingley Road
Huntingdon
Cambridgeshire
PE29 6SR
Auditor
UHY Hacker Young (East) Limited
PO Box 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
GREENERY UK LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 23
GREENERY UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 1 -
The directors present the strategic report for the year ended 31 December 2019.
Fair review of the business
The directors of the Group decided in 2015 to move several functions within the business to the parent company, The Greenery B
.
V. with effect from February 2016. All profits and costs are recorded by The Greenery B.V. and a management fee is paid to Greenery UK based on a Management Service Agreement (MSA) for its services provided.
Going Concern
The company conducts its business with other group companies and is reliant on this support to continue to operate as a going concern
.
The parent has signed a service agreement, confirming they will reimburse the company its fixed costs at a cost plus mark-up
.
However, the agreement may not cover any unexpected costs the entity incurs and may be cancelled at three months' notice; these conditions indicate the existence of a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern such that it may be unable to realize its assets and discharge its liabilities in the normal course of business.
However, the directors are confident that the required support from the parent company will be forthcoming and that the company will continue in operational existence for the foreseeable future
.
The directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
Key performance indicators
The directors consider that the key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being turnover, profit margins and staff costs.
The company measures its financial performance using the following measures:
Principal risks and uncertainties
The company’s activities expose it to a number of financial risks including credit risk, liquidity risk and price risk. The company’s credit risk is primarily attributable to its trade debtors, but this is limited as the company is only providing services to the parental company (The Greenery B.V.). The company has no direct exposure to commodity price risk. In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses short-term intercompany finance if needed.
The company holds a significant pension obligation per year end. Due to this obligation the company is exposed to movements in the discount rate, the pre- and post retirement mortality, the expected return on and the fair value of assets. The company monitors the movements closely together with an external investment manager.
The uncertain economic climate due for example to Brexit and the coronavirus continues to be challenging; refer to note 1 to the financial statements which describes the directors' considerations regarding the appropriateness of the preparation of the financial statements on a going concern basis. With these risks and uncertainties in mind, the directors are aware of any plans for the future development of the business may be subject to unforeseen events outside our control. However the directors will continue to show flexibility and respond to market conditions and opportunities as they arise.
Mr A A Swijter
Director
15 October 2020
GREENERY UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2019.
Principal activities
The principal activity of the company continued to be that of the wholesale of fruit and vegetables.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr P R Limvers
(Resigned 18 June 2019)
Greenery Produce Holding BV
Mr A A Swijter
(Appointed 18 June 2019)
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Auditor
UHY Hacker Young (East) Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr A A Swijter
Director
15 October 2020
GREENERY UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 3 -
The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company 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 concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GREENERY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GREENERY UK LIMITED
- 4 -
Opinion
We have audited the financial statements of Greenery UK Limited (the 'company') for the year ended 31 December 2019 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2019 and of its loss 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.
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 statements
section of our report. We are independent of the 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 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 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
.
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 auditor’s 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 statements, our 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors' r
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
GREENERY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GREENERY UK LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the 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.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 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 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 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: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
GREENERY UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GREENERY UK LIMITED
- 6 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to them in an auditor's 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 member for our audit work, for this report, or for the opinions we have formed.
James Price FCA (Senior Statutory Auditor)
for and on behalf of UHY Hacker Young (East) Limited
20 October 2020
Chartered Accountants
Statutory Auditor
PO Box 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
GREENERY UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 7 -
2019
2018
as restated
Notes
£'000
£'000
Turnover
391
538
Staff costs
4
(161)
(563)
Depreciation
3
-
(1)
Other operating expenses
(239)
(328)
Provision against intercompany receivables
-
(13)
Operating loss
3
(9)
(367)
Interest payable and similar expenses
5
(45)
(114)
Loss before taxation
(54)
(481)
Tax on loss
6
-
-
Loss for the financial year
(54)
(481)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GREENERY UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
- 8 -
2019
2018
as restated
£'000
£'000
Loss for the year
(54)
(481)
Other comprehensive income
Actuarial gain on defined benefit pension schemes
71
335
Tax relating to other comprehensive income
(4)
(583)
Other comprehensive income for the year
67
(248)
Total comprehensive income for the year
13
(729)
GREENERY UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2019
31 December 2019
- 9 -
2019
2018
as restated
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
7
-
-
Investments
8
-
-
-
-
Current assets
Debtors
9
299
367
Cash at bank and in hand
135
279
434
646
Creditors: amounts falling due within one year
10
(69)
(102)
Net current assets
365
544
Provisions for liabilities
11
(1,464)
(1,656)
Net liabilities
(1,099)
(1,112)
Capital and reserves
Called up share capital
14
2,000
2,000
Capital contribution
15
20,550
20,550
Profit and loss reserves
(23,649)
(23,662)
Total equity
(1,099)
(1,112)
The financial statements were approved by the board of directors and authorised for issue on 15 October 2020 and are signed on its behalf by:
Mr A A Swijter
Director
Company Registration No. 00945702
GREENERY UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
- 10 -
Share capital
Capital contribution
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
As restated for the period ended 31 December 2018:
Balance at 1 January 2018
2,000
18,950
(22,933)
(1,983)
Year ended 31 December 2018:
Loss for the year
-
-
(481)
(481)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
335
335
Tax relating to other comprehensive income
-
-
(583)
(583)
Total comprehensive income for the year
-
-
(729)
(729)
Capital contribution
14
-
1,600
-
1,600
Balance at 31 December 2018
2,000
20,550
(23,662)
(1,112)
Year ended 31 December 2019:
Loss for the year
-
-
(54)
(54)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
71
71
Tax relating to other comprehensive income
-
-
(4)
(4)
Total comprehensive income for the year
-
-
13
13
Balance at 31 December 2019
2,000
20,550
(23,649)
(1,099)
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 11 -
1
Accounting policies
Company information
Greenery UK Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
2B Vantage Park, Washingley Road, Huntingdon, Cambridgeshire, PE29 6SR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
-
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’
:
Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;
basis
of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
;
-
Section 33 ‘Related Party Disclosures’
:
Compensation for key management personnel
.
The financial statements of the company are consolidated in the financial statements of
The Greenery B.V.
These consolidated financial statements are available from its registered office
in The Hague.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
The company conducts its business with other group companies and is reliant on support from its ultimate parent, The Greenery BV, to continue to operate as a going concern. The current economic conditions create uncertainty over the extent of future cash flows given that the company’s activities consist of the management of a concentration of large clients on behalf of the group. However, there is no evidence to suggest that these commercial relationships will cease in the foreseeable future. It should be noted that these clients are prominent and there is no current evidence of default in payments.
true
The parent has signed a service agreement, confirming they will reimburse the company its fixed costs at a cost plus mark-up. However, the agreement may not cover any unexpected costs the entity incurs and may be cancelled at three months’ notice; these conditions indicate the existence of a material uncertainty which may cast significant doubt about the company’s ability to continue as a going concern such that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The company markets ‘economic needs’; namely fresh fruit and vegetables to major supermarket chains in the UK and together with its parent company is the largest entity of its kind in Europe. Given the company’s market position, the products it sells and the customers it sells to, there is negligible insolvency risk to this long established entity.
Based on the above, the directors are confident that the required support from the parent company will be forthcoming and that the company will continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis.
Brexit and coronavirus
We expect that impact of Brexit is limited on the primary activities of the company being the wholesale of fruit and vegetables within the UK..
In the first months of 2020 the coronavirus spread worldwide with an unprecedented impact. The coronavirus and Brexit could have impact on the fair value of the assets that we have in our pension fund.
At the time of writing the financial markets are still turbulent and there is much uncertainty. We are not able to quantify accurately what the effects of the Brexit and coronavirus crisis will be on our financial position at the end of the year, however management is and will be monitoring the developments closely.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
1.4
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
4 - 7 years
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 13 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
1.5
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
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 to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 14 -
Basic financial liabilities
Basic financial liabilities, including creditors,
and
loans from
fellow group companies are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.
The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.
The
net
defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 16 -
1.11
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.12
Correction of opening reserves
During the year it was found that past service costs of £336,000 were recognised in both the retirement benefit obligation and accruals in the 2018 financial statements. Therefore comparative accruals have been reduced by £336,000 and comparative retained losses increased by £336,000.
This correction has not impacted the current year financial statements.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant
effect on amounts recognised in the financial statements.
Critical judgements in applying the company's accounting policies
The directors believe there to be no critical judgements, apart from those involving estimation (which are dealt with separately below), that they have made in the process of applying the company's accounting policies and that would have a significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are
as follows.
Pension obligation
The net position of a defined pension arrangement is determined based on actuarial valuations. An actuarial valuation assumes the estimation of discount rates, estimated returns on assets, future salary increases, mortality figures and future pension increases. Because of the long term nature of these pension plans, the valuation of these is subject to important uncertainties. The directors appoint an actuary in order to estimate the value of future obligations and a fund manager to measure the value of the scheme assets. These valuations are then reviewed by management before inclusion in the financial staments. See note 13 for additional disclosures.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 17 -
3
Operating loss
2019
2018
Operating loss for the year is stated after charging:
£'000
£'000
Fees payable to the company's auditor for the audit of the company's financial statements
26
25
Depreciation of owned tangible fixed assets
-
1
Operating lease charges
3
35
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2019
2018
Number
Number
Sales and administration
2
3
Staff costs during the year (including directors):
2019
2018
£'000
£'000
Wages and salaries
112
152
Social security costs
10
22
Pension costs
39
389
161
563
5
Interest payable and similar expenses
2019
2018
£'000
£'000
Net interest on the net defined benefit liability
45
114
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 18 -
6
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2019
2018
£'000
£'000
Loss before taxation
(54)
(481)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2018: 19.00%)
(10)
(91)
Unutilised tax losses carried forward
10
91
Taxation charge for the year
-
-
In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2019
2018
£'000
£'000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
4
583
A
s at
31 December 2019
, there were
trading
tax losses available to carry forward of £
4,317,000
(2018: £
3,469,000)
7
Tangible fixed assets
Fixtures and fittings
£'000
Cost
At 1 January 2019 and 31 December 2019
15
Depreciation and impairment
At 1 January 2019 and 31 December 2019
15
Carrying amount
At 31 December 2019
-
At 31 December 2018
-
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 19 -
8
Fixed asset investments
Movements in fixed asset investments
Shares in group undertakings
£'000
Cost or valuation
At 1 January 2019
6,332
Disposals
(6,332)
At 31 December 2019
-
Impairment
At 1 January 2019
6,332
Disposals
(6,332)
At 31 December 2019
-
Carrying amount
At 31 December 2019
-
At 31 December 2018
-
North Bank Growers Limited was an immediate subsidiary undertaking of Greenery UK Limited. Greenery UK Limited owned 100% of the share capital in this company. The company was dissolved on 28 June 2019.
9
Debtors
2019
2018
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
-
31
Other debtors
9
11
Prepayments and accrued income
12
43
21
85
2019
2018
Amounts falling due after more than one year:
£'000
£'000
Deferred tax asset (note 12)
278
282
Total debtors
299
367
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 20 -
10
Creditors: amounts falling due within one year
2019
2018
£'000
£'000
Trade creditors
2
15
Taxation and social security
3
3
Other creditors
4
3
Accruals and deferred income
60
81
69
102
11
Provisions for liabilities
2019
2018
Notes
£'000
£'000
Retirement benefit obligations
13
1,464
1,656
12
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2019
2018
Balances:
£'000
£'000
Pension
278
282
2019
Movements in the year:
£'000
Asset at 1 January 2019
(282)
Charge to other comprehensive income
4
Asset at 31 December 2019
(278)
Deferred tax assets have not been recognised on losses, accelerated capital allowances and other timing differences, as there is insufficient evidence to recoverability. These assets will be recovered if and when the company has suitable profits in future years to reverse deferred tax assets.
At the year end, trading tax losses carried forward and available to offset against future profits, were £4,317,000 (2018: £3,469,000)
The deferred tax asset on the pension has been recognised on the basis that any future increases in the value of the scheme assets will be recognised against which the deferred tax asset may be recovered.
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 21 -
13
Retirement benefit schemes
2019
2018
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
7
3
The company operates a defined contribution pension scheme for all qualifying employees.
The assets of the scheme are held separately from those of the company in an independently administered fund.
Defined benefit schemes
The company operates a defined benefit scheme for qualifying employees.
The scheme is now closed to new members.
The most recent actuarial valuations of
scheme
assets and the present value of the defined benefit obligation were carried out at
31 December 2019
by
Mr Martin West
, Fellow of the Institute of Actuaries. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.
2019
2018
Key assumptions
%
%
Discount rate
2.0
2.8
Expected rate of salary increases
N/A
N/A
Expected return on assets
2.0
2.8
RPI inflation
3.0
3.4
Expected rate of increase of pensions in payments:
LPI (max 5%) on RPI
2.95
3.25
LPI (max 2.5%) on RPI
2.10
2.20
Mortality assumptions
Investigations have been carried out within the past three years into the mortality experience of the Company's defined benefit schemes. These investigations concluded that the current mortality assumptions include sufficient allowance for future improvements in mortality rates. The assumed life expectations on retirement at age 65 are:
2019
2018
Years
Years
Retiring today
- Males
21.6
22.1
- Females
23.7
24.1
Retiring in 20 years
- Males
22.9
23.4
- Females
25.1
25.6
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
13
Retirement benefit schemes
(Continued)
- 22 -
2019
2018
Amounts recognised in the profit and loss account
£'000
£'000
Current service cost
(57)
49
Net interest on net defined benefit liability/(asset)
45
114
Past service costs including curtailments
-
337
Total costs/(income)
(12)
500
Recognised in other comprehensive income
(71)
(335)
Total cost (income) relating to defined benefit scheme
(83)
165
The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:
2019
2018
£'000
£'000
Present value of defined benefit obligations
15,572
15,075
Fair value of plan assets
(14,108)
(13,419)
Deficit in scheme
1,464
1,656
2019
Movements in the present value of defined benefit obligations
£'000
Liabilities at 1 January 2019
15,075
Current service cost
(57)
Benefits paid
(512)
Interest cost
415
Remeasurement - actuarial losses
651
At 31 December 2019
15,572
2019
Movements in the fair value of plan assets
£'000
Fair value of assets at 1 January 2019
13,419
Return on plan assets (excluding amounts included in net interest)
722
Benefits paid
(569)
Contributions by the employer
166
Interest income
370
At 31 December 2019
14,108
GREENERY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
13
Retirement benefit schemes
(Continued)
- 23 -
2019
2018
Fair value of plan assets at the reporting period end
£'000
£'000
Equity instruments
3,950
2,630
Debt instruments
4,585
2,925
Cash
282
3,288
Insured annuities
2,963
3,113
Alternatives
2,328
1,463
14,108
13,419
14
Share capital
2019
2018
£'000
£'000
Ordinary share capital
Issued and fully paid
2,000,000 Ordinary shares of £1 each
2,000
2,000
15
Capital redemption reserve
The capital contribution reserve represents capitalised debt from parent company.
16
Related party transactions
As a wholly owned subsidiary of The Greenery BV, the company is exempt from the requirement under section 33 of FRS 102 to disclose transactions with other members of the group.
17
Controlling party
The immediate parent undertaking of this company is The Greenery BV, which is incorporated in The Netherlands. The ultimate controlling party is Coöperatie Coforta U.A., which has included Greenery UK Limited in its group accounts which may be obtained from Spoorwegemplacement 1, 2991 VT, Barendrecht, Netherlands. The Greenery BV is the smallest group into which the company is consolidated. Coöperatie Coforta U.A. is the largest group into which the company is consolidated.
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