Camellia Annual Report 2022

Plain-text annual report

265644 Camellia R&A Cover Spread.qxp 28/04/2023 10:28 Page 1 CAMELLIA PLC C a m e l l i a P l c A n n u a l R e p o r t 2 0 2 2 Perivan.com 2022 135 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 1 CAMELLIA PLC REPORT AND ACCOUNTS 2022 CONTENTS page Camellia at a glance Directors and advisers Chairman’s statement and Operational report Environmental and social report Strategic report Report of the Directors Corporate governance Remuneration report Statement of Directors’ responsibilities Consolidated income statement Statement of comprehensive income Consolidated balance sheet Company balance sheet Consolidated cash ﬂow statement Company cash ﬂow statement Statement of changes in equity Accounting policies Notes to the accounts Report of the independent auditors Five year record Appendices 2 4 5 16 21 32 36 41 43 44 45 46 47 48 49 50 51 68 124 135 136 1 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 2 CAMELLIA PLC CAMELLIA AT A GLANCE We are an international Group headquartered in the UK, a global family of companies focused on agriculture, and are passionate about our produce and our communities. We are committed to doing the right thing: ethically and commercially, globally and locally. We are custodians, operating sustainable businesses in trust for future generations. We seek to improve the long-term stability and wellbeing of these businesses and the communities and environments in which they operate. We seek to use sustainable agricultural practices to ensure that the environments and communities in which we operate are protected and enhanced. This allows us to continually improve operational eﬃciency and sustainability which is not only a driving force for enhancing proﬁtability but also a powerful tool to reduce our environmental impact, beneﬁt our communities and support our ultimate ambition to reach net zero. Purpose and strategy We aim to generate long-term value for our shareholders and our stakeholders which include our employees, customers, suppliers and local communities in which we operate. The Group’s strategy is to focus on the sustainable production of its core crops (tea, nuts and fruit) whilst continuously assessing opportunities to diversify by both crop and origin. Execution of this strategy will involve divesting non-agriculture assets as appropriate opportunities arise. Our business is made up as follows: Agriculture 2022: Revenue – £283.0 million, trading proﬁt £15.5 million Tea Production and Manufacturing Instant tea, branded tea and tea lounges Nuts and fruits Macadamia Avocado Other fruits Other agriculture Forestry Arable Rubber Livestock (head) Locations Mature Area Ha Immature Area Ha India, Bangladesh, Kenya, Malawi 34,298 2,282 India, UK Kenya, Malawi, South Africa Kenya, Tanzania, South Africa UK, Kenya, South Africa Kenya, Malawi, Brazil Brazil Bangladesh Kenya 3,149 741 539 2,993 3,779 1,790 630 509 87 2,805 – 138 4,246 2 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 3 CAMELLIA PLC CAMELLIA AT A GLANCE Other investments Engineering 2022: Revenue – £13.2 million, trading loss £0.8 million Location UK Locations Global UK, Malawi, Brazil UK, India A JT Engineering Investments Investment Portfolio Investment Property Collections (stated at cost) Associates 2022: Share of results after taxation – £3.1 million loss Locations Holding % BF&M (Life and Non-life insurance) Bermuda Bangladesh United Finance (Banking) United Insurance (Non-life insurance) Bangladesh 36.9 38.4 37.0 Market value at 31/12/2022 £’m 35.6 25.4 8.8 Market value at 31/12/2022 £’m 59.3 9.2 6.1 3 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 4 CAMELLIA PLC DIRECTORS AND ADVISERS Directors Malcolm Perkins Graham Mclean Susan Walker Stephen Buckland Rachel English Simon Turner Frédéric Vuilleumier Chairman and Interim Chief Executive Director of Agriculture Chief Financial Oﬃcer Non-executive Director Independent non-executive Director Non-executive Director Independent non-executive Director Board committee memberships are detailed on pages 32 and 33 Group General Counsel and Company Secretary Amarpal Takk Registered oﬃce Wrotham Place Bull Lane Wrotham Near Sevenoaks Kent TN15 7AE Registered Number 00029559 Nominated adviser and broker Panmure Gordon (UK) Limited 40 Gracechurch Street London EC3V 0BT Registrars Independent auditors PR Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL Deloitte LLP Statutory Auditors 1 New Street Square London EC4A 3HQ H Advisors Limited 3 Pancras Square London N1C 4AG Website www.camellia.plc.uk 4 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 5 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Overview of ﬁnancial results Revenue from continuing operations for the Group increased to £297.2 million from £255.3 million in 2021. This included an 18% increase in revenue in Agriculture to £283.0 million (2021: £238.9 million) reﬂecting a full year of trading from Bardsley England, higher tea prices in almost all jurisdictions, albeit on lower crops, higher avocado volumes at reduced selling prices, increased macadamia sales volumes at reduced prices and improved arable prices. This was oﬀset in part by reduced packet tea revenues in India. Revenue from Engineering was lower in 2022 reﬂecting the sale of Abbey Metal and Amﬁn during 2021. Revenue from the discontinued operation (ACS&T) improved in the period up to the date of sale reﬂecting increased activity in the UK food service sector as COVID restrictions eased. The results for 2022 show a loss before tax for continuing operations of £3.7 million (2021: £7.1 million proﬁt) reﬂecting signiﬁcantly lower results from BF&M and a large impairment charge in respect of Bardsley England. However, taking account of non recurring separately disclosed items the adjusted proﬁt before tax for continuing operations is £4.6 million (2021: £8.8 million). Adjusted proﬁt before tax for continuing operations is before separately disclosed items, primarily impairments, further details of which are set out in note 4 to the Accounts. The Agriculture division showed improved trading proﬁts in 2022 due to a strong focus on consistent quality to maximise prices, cost control and eﬃciency initiatives as well as through volume growth in macadamia and avocado and from improved pricing for our arable crops. The improved proﬁtability for the division was achieved despite poor weather in India, a prolonged labour strike in Bangladesh, signiﬁcantly higher distribution costs for our products, especially from Africa, signiﬁcant inﬂation in energy and input costs as a result of the Ukraine war, the UK cost of living crisis and the after eﬀects of the COVID pandemic continuing to indirectly impact certain aspects of our trading. Due to the very high inﬂation experienced in the UK fruit sector, coupled with severe customer price sensitivity, the combination of which has impacted our view of the future for Bardsley England, an impairment of £10.0 million has been recognised in the 2022 results (see page 73). Our Engineering division’s results also improved in 2022 through a strong focus on cost control and eﬃciency initiatives and reﬂecting the beneﬁts of the sale of loss making businesses in 2021. Our results were however also adversely impacted by the poor performance of our associate, BF&M, which was severely aﬀected by the volatility in ﬁnancial markets and recorded a signiﬁcant loss, our share of which was £3.6 million, primarily as a result of marking investments to market values. In contrast in 2021 BF&M made a signiﬁcant contribution to proﬁts of £6.4 million. In addition to the loss from our continuing operations, we recorded a signiﬁcant proﬁt from discontinued operations (i.e. our Food Service segment) of £7.6 million (2021: £nil), inclusive of the gain on sale of ACS&T of £3.8 million. Dividend Reﬂecting continued conﬁdence in the Group’s long-term future, the Board is recommending a ﬁnal dividend in respect of the year ended 31 December 2022 of 102p per share bringing the total dividend for the year to 146p per share (2021: 146p per share). Strategic matters The Group comprises businesses that produce nutritious and healthy food. Increasing global demand for sustainable and healthy diets drives our continued strategy of evolving to meet the changing needs of our customers, smallholder growers and others. Alongside generating returns for our shareholders we have a role to ensure we use resources responsibly, build strong rural economies and ensure thriving healthy communities by drawing upon everything we have learnt over many decades as a tea, macadamia, and avocado producer. We noted in our 2022 Interim Report that the Board was undertaking a series of measures aimed at re-balancing the Group’s portfolio of investments to take better advantage of its strengths, and thereby improve proﬁtability and share price performance. This exercise continues. The Group continues to focus on its key strengths in agriculture and the further diversiﬁcation of crop and origin, facilitated through disposing of non-core assets. 5 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 6 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT During 2022, the diversiﬁcation strategy for the Group’s core crops has continued with the ongoing expansion of its macadamia and avocado footprints. We have progressed new avocado developments in three of our origins in Africa looking to build on our experience in Kenya and our market knowledge and scale. The developments in Tanzania and South Africa also diversify origin to take advantage of the diﬀerent climatic and water beneﬁts that these locations present, and which ultimately will lead to a longer market window for fruit deliveries into the various key markets we supply. Macadamia developments continued in Kenya with both commercial and trial plantings to maximise existing site potential and test alternative sites for future viability with an objective of creating further options for diversiﬁcation of crop and origin for the future. Blueberry expansion and development into a possible signiﬁcant potential core crop for the Group, continues to be a strong ambition given the availability and diversity of location and water supply. As explained later, the experience being gained from the current commercial blueberry trial in Kenya will be invaluable in converting a possibility into reality. Sustainability and safeguarding The work initiated by the Stewardship and Safeguarding committee (SSC) has progressed across the Group with the assistance of international specialist consultants. Group subsidiaries have continued to review their social and grievance procedures, and where appropriate, to establish operational-level grievance mechanisms in accordance with the UN Guiding Principles on Business and Human Rights. Group subsidiaries have also enhanced local reporting and training by raising awareness across their management, employees and local communities. The Board remains committed to further enhancing the Group’s environmental and sustainability practices, and has expanded the remit of the SSC. Consequently, that committee has been reconstituted as the Sustainability and Safeguarding committee and reports to the Board. More details of this committee are set out in the corporate governance section on page 40. The Group strives to use water sustainably, reduce waste, protect the ecosystems within which it operates, and works to ensure estates and smallholders are resilient to climate change. Ahead of the 2023 annual report, the Group is preparing to implement the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) which is an important step in that process. As part of this eﬀort, the Group has embarked on measuring its Scope 3 emissions. In conjunction with Scope 1 and 2 emission data, this will put us in a position to consider Science Based Targets for emission reduction. Investment activities Capital expenditure in 2022 for continuing operations amounted to £16.9 million. Within this, substantial investment was made in Kenya, Tanzania and South Africa, expanding our macadamia and avocado orchards with a total of 251Ha of new avocado and 97Ha of new macadamia planted. 293Ha of tea was replanted across the Group in the year. The development of three residential properties on the Linton Park estate was completed and these have been let. We expect capital expenditure in 2023 to be in line with recent historical levels as we continue to invest in our key strategic growth priorities. Progress on refocusing investments ACS&T Consistent with our strategy, we sold ACS&T at the end of December for £16.6 million with the funds received at the start of January 2023. This also released £3.8 million of cash by way of a pre-sale dividend from that operation. This was the last component of our Food Services division which is now shown as a discontinued operation in our results for 2022. ACS&T contributed £1.7 million of proﬁt before tax in the year and its disposal generated a gain on sale of £3.8 million. 6 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 7 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Properties A residential property in central London was sold in February 2022. We continue to consider opportunities to realise our investment in properties and are currently marketing properties in London and Bristol, others may be sold in due course. As a consequence of changes in work practices and oﬃce requirements, we relocated our head oﬃce to a Group owned property at Wrotham in Kent in March 2023. Planning consent has been achieved to convert Linton Park to residential use and the property is being marketed for sale. Collections Part of the Camellia Collection was sold at auction during 2022 generating net cash proceeds of £3.6 million and a gain on sale of £1.4 million. Further items are due to be auctioned during 2023. Performance Agriculture In total, Agriculture made a trading proﬁt of £15.5 million (2021: £13.1 million) on revenue of £283.0 million (2021: £238.9 million), as set out in note 1 to the Accounts. Tea Tea estate production Instant tea, branded and manufacturing tea and tea lounges 2021 2022 £’m £’m 2021 £’m 2022 £’m Revenue Adjusted trading proﬁt/(loss)* Trading proﬁt/(loss) * See note 1 to the Accounts Estate production and manufacturing 177.6 9.1 9.1 161.5 10.7 11.3 32.5 0.2 0.2 34.7 (0.5) (0.5) Group tea production in 2022 was 92.9mkg, down 6% on 2021 levels (2021: 99.1mkg) due to lower production in most jurisdictions resulting mainly from adverse weather, and in Bangladesh, a prolonged strike. India Bangladesh Kenya Malawi Total own estates Bought leaf production Managed client production Total made tea production Mature area Ha 16,466 8,648 3,843 5,341 –––––––– 34,298 –––––––– Immature area Ha 992 690 315 285 –––––––– 2,282 –––––––– 2022 Production Volume mkg 2021 Production Volume mkg 26.8 11.4 13.3 19.0 –––––––– 70.5 –––––––– 17.8 4.6 –––––––– 92.9 –––––––– 26.1 14.4 14.9 20.0 –––––––– 75.4 –––––––– 19.2 4.5 –––––––– 99.1 –––––––– 7 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 8 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Pricing and operations Tea pricing for all regions, except Darjeeling in India and Malawi, was above that of last year, with our estates being rewarded for concentrating their eﬀorts on the consistent production of high quality teas. As with total production, our sales volumes were also lower. Shipping logistics have continued to be a challenge throughout the year though this has improved in more recent months. We continue to experience inﬂation in key input costs, particularly wages, fertiliser, energy and logistics. Distribution costs, particularly from Africa, increased substantially in the year and this in combination with reduced volumes has impacted margins. India Our estate crop for 2022 was up 3% on last year. The impact of continued poor weather meant that our production volumes did not recover to pre-pandemic levels. Our net selling prices ﬁrmed for both Dooars and Assam CTC teas due to demand in the internal packet tea market and improved quality, up on prior year by 8% for Dooars and 3% for Assam CTC teas. Darjeeling prices were down 8% over the same period, due to reduced demand. Our Assam Orthodox (rolled leaf tea) prices were up 27% on prior year as the market continued to beneﬁt from severely reduced production entering world markets from Sri Lanka. North India market pricing overall remained strong in 2022 for quality teas due to limited supply and supported by 100% import tariﬀs. North India export volumes were up c.26%, with prices in this market on a par with last year. 2023 has seen the last of the limited 2022 tea stocks sold at signiﬁcantly lower prices than in the corresponding period last year and the ﬁrst auctions of the new season also opened substantially lower. Going forward pricing will be determined by regional production volumes and demand. As previously announced, wages in West Bengal increased 15% for 2022 and Assam wages increased 13% eﬀective from August 2022. A further escalation in wages of 7.7% has recently been announced in West Bengal, on which we await clariﬁcation. Investment in replanting continued with 122Ha of planting completed (2021: 167Ha) and a further 182Ha uprooted in preparation for future planting. Bangladesh Due to a very dry start to the season, then very wet weather and ﬂooding coupled with a national strike over wages during the peak season, the Bangladesh operations reported a 21% lower crop than prior year. Our average net selling price was up 3% on prior year, due to an increased concentration on quality and improved grade mix, though this was insuﬃcient to compensate for the reduced volume and signiﬁcant wage inﬂation discussed below. National production was 3% down on prior year but was the third highest crop on record, principally as a result of a 22% increase in bought leaf volumes, the production of which was not aﬀected by the strike. The bought leaf sector has grown 140% in 5 years and its continued rapid escalation, if left unchecked, presents challenges to the market with a risk that potential oversupply results in downward pressure on pricing. 2023 has seen reasonable prices for prior season teas in the initial sale. Forthcoming pricing will be driven by the level of production over the summer months. Following strike action and intervention by the government, a wage increase of 41.7% was mandated and agreed by the unions eﬀective from August 2022. In addition, a lump sum payment of Tk11,000 per permanent worker was agreed, payable in 2023. The signiﬁcant wage increase has substantially impacted the ongoing cost of production and requires a meaningful increase in productivity and selling prices if tea production in Bangladesh is to be sustainable long-term. The total area planted in 2022 was 145Ha (2021: 143Ha) of which 118Ha was replanting and 27Ha was newly planted areas. 8 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 9 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Kenya Following a cool, dry ﬁrst and last quarter, our Kenyan estates’ crop production was down 12% on the previous year. Total factory volumes were down 9%. The national crop was only down c.1%, which is indicative of increasing production levels from smallholders. Our average selling price in 2022 was up on prior year by 17%. We have continued to outperform our commercial grower competitors in the district by concentrating on quality with a price diﬀerential of 7% above the average and our average prices were the highest of the commercial growers. The “all average price” at Mombasa auction was 18% up on 2021, driven principally by the sale of improved quality teas. There were large volumes of medium quality teas which did not sell, building a large stock of inventory. Export levels were c.27% down on 2021 with demand from Pakistan and Egypt lower due to the lack of availability of hard currency with which to purchase tea. Demand from the UK was also down due to lower consumption. Increased competition from other beverages and low retail pricing in western markets continues to be a challenge for the industry as is the oversupply of low to medium quality CTC teas for which there is a limited market. In 2023 our prices to date have been signiﬁcantly below that of the same period of 2022 reﬂecting a continuing reduced demand from Kenya’s largest two buyers, Pakistan and Egypt. Pricing levels looking forward will depend on production volumes and quality as well as the continued shortage of hard currency in these regions. However, our crop for Q1 2023 was signiﬁcantly ahead of the same period last year. Following the conclusion of the CBA negotiations wages are expected to increase by 7% in 2023. We replanted a total of 53Ha (2021: 50Ha) whilst uprooting 52Ha for replanting in 2023. Malawi Our Malawi crop in 2022 was 3% down on that of 2021 following a slow start to the season due to the late arrival of the rains. Sales in the ﬁrst half of 2022 experienced some delays due to the logistics challenges arising from a scarcity of containers and ﬂooding disruption at Durban port in South Africa. However, the situation has signiﬁcantly improved in recent months. Malawi prices remained under pressure for much of the year with the plainer teas from West of Rift Kenya still proving an attractive value substitution to buyers. Malawi, being land locked, is at a considerable disadvantage to most of its neighbours due to the additional costs of transport to markets. Our average selling price was 2% below that of 2021. As previously announced, a wage increase of 13% was agreed eﬀective from August 2022. A further increase of 5% applied from January 2023. On 26 May 2022, the Reserve Bank of Malawi announced that it would stop supporting the currency and allowed the exchange rate to reﬂect market fundamentals. This resulted in a devaluation of the Kwacha of c.25%. Despite this, the availability of foreign exchange is very limited posing challenges to importers. There was no replanting in Malawi for a third successive year, a decision taken to conserve resources considering trading conditions. Selling prices in 2023 in Malawi are marginally above those of the same period of 2022. The market is expected to be volatile for a period due to uncertainty inﬂuenced by the general direction of the Kenya market. A lack of foreign exchange in a few key markets also adds to the expected volatility. Our production volumes in Malawi for Q1 2023 are below those of last year. In mid-March 2023 cyclone Freddy hit southern Malawi with torrential rain and strong winds causing loss of life and extensive damage to property and infrastructure. Sadly, we had one fatality that occurred in our eastern Mulanje operations where the worst of the weather was experienced and where a landslide destroyed approximately 12Ha of tea, irrigation equipment and other water supply systems. Electricity supply has since been reinstated to all factories and roads and bridges have been repaired so access to all estates has been restored. Production has continued throughout, although at lower than expected levels. 9 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:46 Page 10 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT The impact on the surrounding communities has been more signiﬁcant with loss of life, housing and the destruction of many hectares of food crops. We are supporting the community and providing assistance where possible. Nationally there is a great deal of damage to infrastructure in and around the urban centre of Blantyre which will take time to rebuild. Instant tea, branded tea and tea lounges India Sales volumes of our packet tea in India fell by 9%, and net prices also reduced by 5%. Despite increasing demand for tea, packet tea sales continue to suﬀer from competitive pressure in the branded market as well as reduced demand for private label teas. However, the operation has continued to innovate with new product development and the release of new product lines in Single Estate premium teas and ﬁve varieties of Ready to Drink bottled iced teas. Instant tea production in 2022 was up 17% on the previous year. Sales volumes increased 36% with average prices also up by 5% reﬂecting increased demand and product mix changes, leading to a signiﬁcantly improved contribution from the operation. UK Revenue recovered close to pre-pandemic levels and trading improved for Jing Tea as COVID restrictions were further eased in all markets except China. Although margins have been adversely aﬀected by inﬂation, particularly on packaging and logistics costs, overall losses are lower than those experienced in 2021. Additional warehousing has been established in Dubai to serve the Middle East markets more eﬃciently and new customers have been successfully secured for 2023. Nuts and fruits 2022 £’m Revenue Adjusted trading proﬁt/(loss)* Trading proﬁt/(loss) 14.9 2.9 2.9 * See note 1 to the Accounts Macadamia Macadamia Avocado Other fruits 2021 £’m 10.8 2.7 2.7 2022 £’m 19.2 2.3 2.3 2021 £’m 11.1 (0.5) (0.5) 2022 £’m 23.0 (5.3) (5.3) 2021 £’m 9.3 (4.1) (4.6) Mature area Ha Immature area Ha 2022 Production Tonnes 2021 Production Tonnes 1,417 822 910 –––––––– 3,149 –––––––– 96 315 219 –––––––– 630 –––––––– 540 486 660 –––––––– 1,686 –––––––– 438 375 492 –––––––– 1,305 –––––––– Malawi South Africa Kenya Total 10 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 11 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT The Group’s kernel production volumes increased by 29% in 2022 due to improved growing conditions in Southern Africa generally, enhanced pest control in Malawi and our Kenya crop has increased over 30% on the previous year. The Kenya crop is increasing as further areas of maturing orchard come into bearing alongside the increasing maturity of existing orchards. However, our average net selling price was down 10% on 2021 reﬂecting high inventories and continuing subdued market demand for kernel post COVID, particularly from China, but also the USA and Japan and exacerbated by increased worldwide production. Sales volumes were however up 18% on 2021 and proﬁts beneﬁtted from the additional volumes, related eﬃciencies and a favourable sales grade mix despite higher distribution costs. Harvesting of the 2023 crop is underway and volume indications at this stage are encouraging. The macadamia harvest in Malawi was virtually complete before cyclone Freddy arrived in country, so there has been no signiﬁcant impact on production volumes and processing continues. Global production volumes in 2022 were above prior year with the two major producers, Australia and South Africa up 7% and 28% respectively. China’s production volumes also increased by an estimated 44% reducing their demand for imports. Higher global inventory going into 2023 is continuing to put downward pressure on prices, particularly on kernel grades for the ingredients market. This situation is expected to persist for some time. Orders and pricing in 2023 so far are well below prior year as buyers assess the current market conditions. Avocado Kenya – Estate Hass Kenya – Estate Pinkerton Tanzania – Estate Hass South Africa – Estate Hass Total own estate production Smallholders Mature area Ha 608 133 – – –––––––– 741 –––––––– Immature area Ha 2022 Production mkg 2021 Production mkg 278 – 152 79 –––––––– 509 –––––––– 12.4 2.0 – – –––––––– 14.4 –––––––– 1.2 –––––––– 7.5 1.0 – – –––––––– 8.5 –––––––– 0.6 –––––––– Our estate avocado production was up 70% on last year, due in large part to the bi-annual nature of the production which also resulted in higher volumes packed for smallholders The avocado tree has a natural tendency towards alternate or bi-annual bearing, widely known as ‘on’ and ‘oﬀ’ years and 2022 was an ‘on’ year. Our estate Hass pricing was up 2% on prior year, due to a ﬁrm market for the majority of our fruit arrivals. There was an excellent Pinkerton season with export volumes up 143% and pricing up 6% on the previous year leading to a signiﬁcant contribution from that crop to proﬁts despite higher distribution costs. The 2023 Pinkerton harvest is well advanced with volumes ahead of 2022 and we expect prices to be higher. The Hass season has now started with volumes expected to be signiﬁcantly behind those of 2022 reﬂecting the fact that it is an ‘oﬀ year’ for Hass. We continue our avocado expansion strategy by diversifying our origin portfolio, with further plantings in Tanzania, Kenya and South Africa. We planted 102Ha (2021: 37Ha) at our farm in Tanzania, a further 69Ha (2021: 44Ha) in Kenya and 78Ha (2021: nil) in South Africa. In 2023 to date a further 98Ha have been planted in Tanzania. During the year Kakuzi in Kenya achieved GLOBALG.A.P. "SPRING" Certiﬁcate of Conformity for the sustainable management of water resources. 11 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 12 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Other fruits Apples – own estate Apples – partner growers Pears – own estate Pears – partner growers Stone fruit Grapes Blueberries Mature area Ha Immature area Ha 2022 Production Tonnes 2021 Production Tonnes 396 88 44 82 7 94 4 0 11 – 17,610 8,650 1,470 470 666 774 28 11,845 1,428 1,395 266 205 644 42 Apples and pears Bardsley England is the Group’s only agricultural investment in the UK and to date it has failed to perform to expectation incurring a pre-tax loss of £5.7 million in 2022. A combination of factors has contributed to this unacceptable outcome. These include higher than anticipated labour costs, due to government policy on pay for seasonal workers which had a consequent impact on wage rates for permanent workers, as well as very high inﬂation in electricity, fertiliser, chemicals and fuel costs as a result of the Ukraine war which also had an indirect inﬂationary impact on other costs. The UK apple season in 2022 saw very high volumes of production with the market oversupplied thus applying signiﬁcant downward pressure on prices in a rising cost environment. Although consumers have experienced signiﬁcant food inﬂation, key retail customers have resisted any meaningful selling price increases. Studies have estimated inﬂation for apple growers in the UK at 23% in contrast to average industry selling price increases of 0.8% (Source: British Grower Association Survey). Attempts to mitigate cost increases through the restructuring undertaken in December 2021 and other eﬃciency and cost reduction initiatives have had limited impact. The record breaking heat in the summer coupled with harvesting delays due to heavy rain led to a 49% increase in production volumes but a combination of smaller fruit and signiﬁcant quality issues further compounded the impacts of high cost inﬂation and low pricing. Many producers in the UK top fruit sector are also experiencing diﬃculties and some producers have ceased farming with replanting signiﬁcantly scaled back. However, consumers continue to demand locally sourced produce and UK fruit remains competitively priced. Despite the challenges in the short term, it is our view that the UK top fruit sector is likely to present opportunities in the coming years for growth and margin recovery for producers. Considering the trading environment, a decision has been made to further restructure and signiﬁcantly reduce the scale of Bardsley England’s operations. As a result, the uneconomical West Kent orchards were closed in January 2023 and discussions to exit the related leases remain ongoing. In March 2023, Bardsley England agreed with its key customer that the existing supply contract will be terminated at the end of the current season. Bardsley England intends is participating in the re-tendering of this contract. The potential closure of the West Kent packhouse operation was announced on 30 March 2023 and the employee consultation is ongoing with packing from that site expected to continue until early August 2023 to fulﬁl current contracts. The business is expected to be consolidated on a single site in East Kent which has large fruit storage facilities and is well located for access to key transport routes. This will allow for transport and other operational eﬃciencies to be achieved and for future overhead cost savings. An impairment charge of £10.0 million has been recognised in respect of Bardsley England’s assets and goodwill in 2022 as a result of the reduced expectations for the business in the current economic and sectoral environment. Restructuring costs in the range of approximately £1 million to £1.25 million are expected to be incurred and recognised in the 2023 results. Due to the ongoing contractual commitments for 2023, in conjunction with restructuring costs, we expect Bardsley England to also record a signiﬁcant loss in 2023. 12 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 13 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT Grapes Grape production at our South African operation ended with a record harvest 17% up on that of 2021. The grapes were high quality and were sold to local commercial-scale winemakers. The 2023 harvest in South Africa has resulted in a further record production, well ahead of expectation. Pricing is in line with 2022. Blueberries 2022 was the third year of full production of our 10Ha trial in Kenya. As previously stated, the indications from the trial are that the variety planted initially does not perform optimally in Kenyan conditions. Other varieties have been trialled in small areas during 2022 and at least two of these are showing much greater potential than the current dominant variety planted. The reason for establishing this commercial scale trial was to test plant establishment, agronomy practices and varieties and this is being achieved very successfully. During 2023 the most promising varieties from the trial will be planted in the 10Ha area. Production in 2022 fell by 33% reﬂecting the transition of the trial out of one variety pending the establishment of the others as explained above. The majority of the crop produced was sold locally. Other agriculture 2022: Revenue – £15.8 million (2021: £11.4 million), trading proﬁt £6.3 million (2021: £4.8 million) Arable Rubber Forestry Livestock Mature area Ha 3,779 1790 Immature area Ha 2022 Production Tonnes 2021 Production Tonnes – 138 40,621 658 m3 34,769 690 m3 2,993 2,805 45,354* 46,079* Births 681 Births 799 * Volumes quoted are for conversion to value addition products rather than fuel wood for own use. Arable Our soya and maize crop production was higher than that of prior year with excellent quality being achieved. Prices for the soya crop were 37% higher than the prior year and maize prices increased by 4%, reﬂecting the impact of the Ukraine war on global food grain markets. Wheat stocks carried over from 2021 also achieved good prices. This led to substantially increased proﬁts for our operation in Brazil. Rubber Production was down 5%, with pricing down 1% on last year and prices remain lower than the cost of production. A number of initiatives are being pursued with the aim of reducing the losses from this crop. Forestry Kakuzi’s forestry volumes were slightly ahead of last year with the main focus on fence post sales. The production of quality timber products is also being investigated as a potential diversiﬁed and value-added product line. Our Brazil operation restarted its eucalyptus timber sales during the year but no signiﬁcant pine timber sales were made. Pine resin sales continued throughout the year, providing a useful contribution to proﬁts. Livestock Births were down signiﬁcantly on last year, leading to lower revenues. 13 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 14 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT There are now some 600Ha under grass production for baling and sale into the local market which will also provide a diversiﬁed source of revenue for the livestock operation. Other investments Engineering – A JT Engineering A trading loss of £0.8 million (2021: £2.3 million loss) on revenue of £13.2 million (2021: £15.3 million) was recorded, as set out in note 1 to the Accounts. The loss in 2022 was lower than prior year due to tight cost control and a focus on eﬃciency and improving terms with customers. Market conditions in both the oil and gas and hydro sectors were ﬂat during 2022. The surge in orders during the autumn of 2022 subsequently abated due to government policies aﬀecting the conﬁdence of the oil majors to increase production from the North Sea and the energy crisis causing the key customer for Site Services to postpone planned projects. Order intake and enquires in 2023 to date for both divisions are encouraging. Associates 2022 Share of results: Loss of £3.1 million (2021: Proﬁt of £7.2 million) BF&M BF&M recorded a shareholders’ net loss of Bermudian $8.8 million as compared to shareholders’ net income of Bermudian $25.2 million for 2021. Signiﬁcant increases in interest rates resulted in short-term ﬂuctuations in the values of BF&M’s ﬁxed income portfolio. Both bond and equity asset prices declined, resulting in unrealised losses of Bermudian $19 million (loss of 7.4%). A non-recurring, goodwill impairment charge of Bermudian $5 million was also recorded. Net income from operations, excluding fair value movements in investments and the goodwill impairment, was Bermudian $11.5 million versus Bermudian $22.0 million in 2021. Gross premiums written for the period increased by 3% from the prior year, driven by increased property premiums oﬀset by the non-renewal of a large account which was fully reinsured. Short term P&C claims and adjustment expenses increased by 6.8% to Bermudian $15.8 million. Excluding the fair value impact, life and health policy beneﬁts increased by 9% to Bermudian $96.8 million. Group health claims remained elevated just above pre-pandemic levels with a return to normalised levels expected in 2023. Volatility in ﬁnancial markets impacted overall assets under management, however the pension and annuity businesses remain well-positioned as these markets recover. United Finance and United Insurance Our two associate companies in Bangladesh, United Finance and United Insurance, produced lower results reﬂecting continued challenging economic conditions in Bangladesh. While United Finance’s net operating income was 13% higher than that of the prior year due to an increase in the number of new loans sanctioned, margins were impacted by the eﬀect of inﬂation on the overhead base and an increase in the costs of non-performing loans. The underwriting proﬁt for United Insurance decreased due to a decrease in gross premiums, higher claims and increased cost of reinsurance. Investment portfolio The total value of the portfolio at 31 December 2022 was £35.6 million (2021: £40.2 million). During the year a net £5.6 million was realised from the investment portfolio. Currencies Over the course of the year, Sterling weakened against the majority of our operating currencies. This has resulted in a gain on foreign exchange translation of £9.3 million (2021: loss £4.0 million) which is reﬂected in the Statement of Comprehensive Income. Had we translated our proﬁt before tax for the year using the same average rates as last year, our results for 2022 would have been £0.2 million lower. Our 14 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 15 CAMELLIA PLC CHAIRMAN’S STATEMENT AND OPERATIONAL REPORT proﬁt before tax includes an exchange gain of £1.5 million on transactions during the year (2021: gain £0.4 million). Tax and other provisions The Group’s tax charge reﬂects the losses in the UK and impairment charges which are not deductible for tax. The tax charge also reﬂects the reversal of a signiﬁcant deferred tax liability as a result of movements in the surplus on the UK Pension Scheme. As is normal at this time of the year, we have ongoing wage negotiations relating to prior periods in India. We consider we have made adequate provision for their likely outcome. Despite progress being made during 2022, we continue to have a number of signiﬁcant uncertain tax situations totalling £12.5 million, which have been disclosed previously and which are detailed in note 42 to the Accounts. Pensions and other employment beneﬁts The Group operates a number of deﬁned beneﬁt pension schemes, the largest of which is in the UK. On an IAS 19 basis, at the end of 2022 the UK scheme had a deﬁcit of £1.1 million. No contributions are currently being made to the scheme. The next triennial valuation is due in 2023. Accounting for deﬁned beneﬁt schemes is prescribed by IAS 19 and the quantum of the deﬁcit continues to be highly sensitive to small changes in assumptions as regards wage inﬂation and gilt yields in the relevant jurisdictions and to asset performance. This year a net actuarial loss after tax of £9.3 million (2021: post tax net gain £16.5 million) is reﬂected in the Statement of Comprehensive Income. The net loss this year arises primarily from the UK scheme where asset performance was lower than expected. Outlook Trading in 2023 to date has been mixed, with higher production volumes in Kenya oﬀsetting the lower prices being achieved in that market. There has been a positive opening for new season teas in Bangladesh but prices in India are signiﬁcantly lower than last year, albeit for both countries it is very early in the season. Macadamia volumes are also signiﬁcantly ahead of those of 2022 but pricing continues to be under signiﬁcant pressure and sales volumes are below prior year. The remaining crops are developing in line with what we would expect at this stage in the growing cycle. There remains residual uncertainty about how the war in Ukraine might impact the tea market and input costs more broadly going forward. High energy prices will continue to aﬀect our margins. Fertiliser prices also remain relatively high with the impact continuing to be felt in the cost of production across all our agricultural operations. Furthermore, rising inﬂation is leading to continuing increases in wage demands. Overall, however, with ﬁnancial markets less volatile than in the recent past, we expect adjusted proﬁt before tax for 2023 to be ahead of that of 2022 and with our substantial cash resources, our investment portfolio and limited gearing, we continue to be well placed to withstand a further period of disruption to our operations and sales. We thank all of our staﬀ for the way in which they responded to the many challenges of the year in what has been a fast-changing business environment. The passion for our products, our skills and the professionalism of our people are key to our success. Malcolm Perkins Susan Walker Chairman and Interim Chief Executive CFO Graham Mclean Director of Agriculture 3 May 2023 15 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 16 CAMELLIA PLC ENVIRONMENTAL AND SOCIAL REPORT At Camellia, ESG (Environmental, Social and Governance) is integral to our business. This is based on our fundamental belief that we are custodians of our operations and must ensure a process of continuous improvement across all that we do. This enables our assets to be passed on to future generations whilst caring for the environments in which they are based and for those communities who depend on them. We believe that the success of all our operations is intrinsically connected to the communities, the environments and wider supply chains in which they operate. During the year we developed a Group sustainability strategy consisting of ﬁve guiding pillars which are set out below, with the United Nations 10 Sustainable Development Goals (SDGs) to which they align: Group guiding pillars Environment Emissions Social Sustainability Safeguarding Health and safety SDG* 6, 13 and 15 3, 7, 12, 13 and 15 3, 4, 5, 6 and 8 5, 8, 12 and 16 3 and 8 * SDG 3 (Good health and wellbeing); SDG 4 (Quality education); SDG 5 (Gender equality); SDG 6 (Clean water and sanitation); SDG 7 (Aﬀordable and clean energy); SDG 8 (Decent work and economic growth); SDG 12 (Responsible consumption and production); SDG 13 (Climate action); SDG 15 (Life on land) and SDG 16 (Peace, justice, and strong institutions). Within these ﬁve guiding pillars we have identiﬁed ﬁve key focus areas for which the Group’s operations will create timebound action plans and initiatives to actively create strategies and seek solutions which address the various challenges facing the Group: n Water stewardship n n n Climate action and decarbonisation Access to clean drinking water and sanitation Safeguarding n Health and safety We realise that these are highly complex areas and it will take time to devise, as well as implement, plans to achieve our desired outcomes. In some areas solutions may not yet exist but we intend to actively seek and trial possibilities where practically and economically feasible. The Group undertakes a variety of ESG projects and initiatives, examples of which are set out in this report and on our website (www.camellia.plc.uk). The Group’s approach to ESG is described in detail in this section and is the responsibility of the Board which is supported by the Sustainability and Safeguarding committee. The boards of the Group’s operating companies closely consider their respective governance protocols and the environmental and social impact of their ongoing operations and investment decisions, with regard to both Group requirements and local regulations and legislation. The Group’s approach to Governance is set out in the Corporate Governance report. Environmental Climate change is the most signiﬁcant long-term risk to the Group’s agricultural operations. We seek to mitigate the impact of this risk by diversifying our agricultural production by both origin and crop. We also continue to plant more drought resistant crop varieties and use other initiatives, such as regenerative farming methods and sustainable irrigation. 16 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 17 CAMELLIA PLC ENVIRONMENTAL AND SOCIAL REPORT In addition to our eﬀorts to minimise our environmental impact, we work to protect and enhance forests and water bodies to promote biodiversity. The material environmental impacts that arise from the Group’s operations fall broadly into three categories: (i) greenhouse gas emissions from on-site combustion of fuels to power the tea factory driers; (ii) use of fertilisers; and (iii) extraction of water for irrigation of crops. Water is extracted from a variety of sources, but we seek to maximise rainwater capture by creating large reservoirs wherever possible from which to irrigate sustainably. The Group oversees c.9,000Ha of indigenous forests and conservation areas and a further 7,200Ha of commercial forestry (eucalyptus, pine and cypress). These areas, in combination with ﬁelds of perennial crops sequester signiﬁcant amounts of carbon and act as an important carbon sink, which once quantiﬁed will oﬀset some of the Group’s emissions. We have estimated sequestration of our core crops and our managed eucalyptus estates, which we comment on further below. We use specialist partners to support the Group in achieving environmental protection and emission footprint reduction initiatives and are continuously exploring technologies that can reduce our environmental footprint. Environmental reporting The Group continues to report under the Streamlined Energy & Carbon Reporting Regulations (SECR), which is set out in the rest of this section. The Group’s 2023 annual report will include the Group’s reporting in line with the Taskforce on Climate-Related Financial Disclosures (TCFD) reporting framework. Based on prior year Scope 1 and Scope 2 carbon footprint investigation and analysis, the Group has determined that our priority for the reduction in emissions should be the thermal and electrical energy requirements of tea manufacture. Thermal energy demand reﬂects the highest levels of emissions and accordingly initiatives have been targeted towards reducing the quantity of fuel (coal, gas, wood) consumed. Global GHG* emissions (excluding UK) and energy use data for the year to 31 December Reporting year Group sectors reported Emissions from the combustion of fuels, fertilisers, waste, livestock, land use change and refrigerants (Scope 1) (tCO2e)** Emissions from purchase of electricity, heat, steam, and cooling purchased for own use (Scope 2, location- based) (tCO2e) Total gross Scope 1 and Scope 2 emissions (location-based) (tCO2e) Intensity ratio: Kg CO2e/Kg of made tea 2022 Global (Excluding UK) 2021 Global (Excluding UK) 2020 Global (Excluding UK) 2019 Global (Excluding UK) 154,508 156,853 164,227 181,076 40,434 41,958 42,717 47,625 194,942 198,811 206,944 228,701 1.36 1.29 1.40 1.51 * Greenhouse gas ** tCO2e – tonnes of carbon dioxide equivalent Refer to Appendix 1 for more detailed data and Appendix 3 for the methodology. There is no market-based data available for global (excluding UK). 17 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 18 CAMELLIA PLC ENVIRONMENTAL AND SOCIAL REPORT Changes in Scope 1 and Scope 2 emissions The Group’s Scope 1 and Scope 2 location-based emissions (excluding UK) reduced by 1.9% during the reporting period. This was primarily due to a reduction in volumes of made tea produced in Bangladesh and a lower national grid emission factor for Kenya. This was partially oﬀset by higher electricity usage in South Africa due to an increase in the area under irrigation. In the tea drying process the Indian operations rely on coal whilst Bangladesh uses natural gas. Where possible, and with infrastructure permitting, cleaner fuel sources and eﬃciency improvements are being implemented, although progress is at an early stage. We report the made tea intensity ratio (2022:1.36 kg CO2e per kg of made tea; 2021:1.29kg CO2e per kg of made tea) and we continue to invest to improve the carbon eﬃciency of our tea factories. There has been a 5.9% increase in the Group’s location-based made tea carbon intensity, mainly due to less carbon eﬃcient production in Bangladesh. Green leaf volumes received into factories reduced during the period leading up to the industrial action so factory capacity was not optimised. Following the strike, leaf was longer, resulting in leaf volumes taking longer to process. We are also pleased to observe that our Kenyan and Malawian tea operations have continued to improve their thermal energy eﬃciency in their tea factories. As mentioned above, the Group’s perennial crops sequester signiﬁcant amounts of carbon. We previously reported that we conducted an external study to estimate the volume of carbon sequestered by the Group’s key crops and managed forestry. Sequestration forms an integral part of the Group’s ambitions to become net zero and we continue to assess how to reﬂect this as part of the Group’s sustainability strategy. We await further direction from the GHG Protocol, under its land sector removals guidance, in relation to the accounting for carbon stocks. UK GHG emissions and energy use data for the year to 31 December Reporting year Group sectors reported 2022 UK 2021 UK 2020 UK 2019 UK Emissions from the combustion of fuels, fertilisers, waste, livestock, land use change and refrigerants (Scope 1) (tCO2e) Emissions from purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, location-based) (tCO2e) Total gross Scope 1 and Scope 2 emissions (location-based) (tCO2e) 5,937 5,718 5,436 7,147 4,125 4,408 5,130 5,316 10,062 10,126 10,566 12,463 Refer to Appendix 2 for more detailed data including market-based data and Appendix 3 for the methodology. Environmental certiﬁcations A JT Engineering is ISO 14001 certiﬁed, the framework of which helps the entities improve building energy eﬃciency, reduce waste streams, and increases awareness of potential environmental risk factors. Many of our global operations are Rainforest Alliance certiﬁed and some are GlobalG.A.P. certiﬁed. 18 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 19 CAMELLIA PLC ENVIRONMENTAL AND SOCIAL REPORT Energy eﬃciency action taken In the period covered by the report, the Group’s operations have implemented a range of energy eﬃciency initiatives. We set out some of the key examples below: Expected Saving per annum (MWh) 3,534 150 146 100 100 Expected Saving per annum (MWh) Operation Energy Saving Initiatives Kenya Kenya UK Kenya Kenya 2021 key examples were: Improved fuelwood management and site suitability at all tea factories Installing new more energy eﬃcient irrigation pumps Installation of fast close doors at cold stores, reducing the amount of ambient air ﬂow Installation of variable ﬂow controllers on irrigation pumps Variable speed drives ﬁtted to air inlet fans at two of its tea factories Operation Kenya UK Kenya India Energy Saving Initiatives Installation of a heat exchanger to recycle hot air from the boiler chimney, preheating the air entering driers at one of its tea factories Installation of fast close doors at cold stores, reducing the amount of ambient air ﬂow Variable speed drives ﬁtted to air inlet fans on tea driers at four of its tea factories Upgrading steam traps at one tea estate, reducing steam losses, and increasing eﬃciency 680 600 249 230 In aggregate, we expect the above energy saving initiatives and several smaller initiatives to result in 4.1 GWh (2021: 2.3 GWh) saving in energy per annum. In addition, the Group is continuing with its programme of replacing existing energy sources with renewables and in 2022 installed additional capacity expected to produce 430 MWh. The main initiatives to date include the installation of solar generation at several operations in India, Bangladesh, Kenya and Brazil, as well as the installation of hydro turbines in India. In the UK a number of our sites are on green tariﬀ electricity contracts. The Group’s operations have also assessed potential energy eﬃciency initiatives that can be implemented over the next ﬁve years to provide signiﬁcant savings. We set out examples of the key initiatives below: Operation Tea Avocado Agriculture Energy Saving Initiatives Replacing ineﬃcient withering fans Continuous green leaf withering to improve the eﬃciency of the withering process Introduction of more energy eﬃcient driers at its tea factories Testing alternative steam trap systems Variable frequency drives ﬁtted to green leaf maceration equipment Variable speed drives ﬁtted to air inlet fans for tea driers Improved fuelwood management and site suitability Installation of heat exchangers to recycle exhaust heat Installation of more eﬃcient cold rooms Variable speed drives ﬁtted to irrigation pumps Replacement of lighting with more energy eﬃcient LED lighting 19 265644 Camellia R&A pp01-pp20.qxp 03/05/2023 18:47 Page 20 CAMELLIA PLC ENVIRONMENTAL AND SOCIAL REPORT The Group will continue with its program of replacing existing energy sources with renewables where possible with a focus on increasing installed solar capacity. Our ultimate intention is to set energy use and emission reduction targets across our operations. Social The Group’s businesses are fundamentally connected to the welfare of the communities and environments in which they operate. They proactively invest to ensure these environments are protected and improved. Our focus is on the long-term stability, security and continuity of our businesses and those communities. To this end our subsidiaries are working with supply chains, customers, national governments, trade unions and NGOs to help improve the livelihoods of their employees and their communities. Healthcare, education and housing Healthcare, education and housing continue to be integral parts of the Group’s operations. For example, the majority of tea estates in India and Bangladesh have a hospital and a qualiﬁed doctor, in addition to central referral hospitals owned and managed by the operations. Our African operations run dispensaries established on their estates, oﬀering medical services and care to employees, their dependents, and people from surrounding communities. These are manned by qualiﬁed medical personnel from our operations and services are free to employees and their dependents. Across the Group we continue to operate 50 hospitals and 85 dispensaries that we own and/or operate. In 2022, the Group performed 1million patient treatments, of which 564,000 were for employees. Many of our Group’s operations provide childcare and education to their employees’ families from nursery up to secondary school. During the year we continued to run 175 nurseries and creches, 72 primary schools and six secondary schools. In total we educated more than 23,000 children. In certain circumstances, our Group’s operations will provide land or other resources to contribute to the running of local schools which are not owned and/or operated by them. We also provide housing to a large number of employees and their families. The housing is owned and managed by our Group’s operations and is provided and maintained in line with widely recognised international certiﬁcations. The Group’s operations own c.48,000 houses accommodating c.293,000 people, of whom c.66,000 are employed. 2022 continued to be a year impacted by the eﬀects of the COVID pandemic. Our Group’s operations have made signiﬁcant eﬀorts to provide safe working and living environments for our employees as well as the wider communities in which they operate. Approved by the Board Amarpal Takk Company Secretary 3 May 2023 20 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 21 CAMELLIA PLC STRATEGIC REPORT The Strategic report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Business review The Company is required to set out in this report a fair review of the business of the Group during the year ended 31 December 2022 and a description of the principal risks and uncertainties facing the Group. A fair review of the business of the Group is incorporated within the Chairman’s statement and operational report on pages 5 to 15. The Chairman’s statement and operational report, together with information contained within the Report of the Directors, highlights the key factors aﬀecting the Group’s development, performance and the ﬁnancial performance of the Group (see pages 5 to 15 of the Chairman’s statement and operational report). Other matters are dealt with below. Group strategy The Board has adopted the following strategy for the Group: n n n n n n To generate long-term value for our shareholders and our stakeholders which include our employees, customers, suppliers and the communities in which we operate To develop a worldwide group of businesses that requires management to take a long-term view To focus on the sustainable production of its core crops whilst continuously assessing opportunities to diversify the Agriculture division by both crop and origin Investing in the environment and sustainability of the communities in which we do business Setting the principles which the operating companies need to achieve through their policies and procedures to ensure that the quality and safety of their products and services meet the highest international standards The continuous reﬁnement and improvement of the Group’s existing businesses using our internal expertise and ﬁnancial strength The progress against this strategy during the year is set out in further detail in the Chairman’s statement and operational report, the Environmental and social report, and within the Report of the Directors. Business model The Group is engaged in Agriculture, Other investments and Associates. Camellia operates a decentralised business model which empowers the management teams in its subsidiaries to run their businesses with the scope and accountability to identify and implement initiatives that create value for the Group. Our devolved approach enables decisions to be made by those closest to the issues and the stakeholders that may be aﬀected, thereby fostering resilience and ﬂexibility in planning and enabling timely responses to impacts and opportunities. Regular reports are made to the Board on performance against the annual budget and each operation is expected to perform against an agreed strategy with goals and targets for the short, medium and long-term. Agriculture To focus on our tea, macadamia and avocado crops, where we have scale and geographic diversity. To maintain and selectively expand our portfolio of crops and products in order to retain the diversity of location and crop which has historically proven so valuable in spreading the Group’s political and commodity price risk. Where appropriate opportunities arise, to add to our production capability in bearer plant agriculture, as well as to make aligned acquisitions and investments to enable us to capture more of the value chain. 21 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 22 CAMELLIA PLC STRATEGIC REPORT All our agriculture operations have regard to the potential threats arising from politics and the impact of climate change, particularly in water stressed areas, and will adapt their portfolio of operations accordingly. Other investments and Associates A JT Engineering. To keep our presence in the energy sector under review, in line with our strategy of expansion in areas of expertise, while divesting in non-core businesses. Investment portfolio. To have a portfolio, principally of listed investments, the strategy for which remains to invest in high quality companies where we believe that there is long-term value. This portfolio also enables us to balance our geographic risk exposure. Investment property. Parts of the portfolio may be sold to accelerate the Group’s investment in agriculture. Collections. Parts of the art, philately and manuscripts collections may be realised to facilitate the increased focus on our core agricultural business. Associates. The Group has three associate companies in the ﬁnancial services sector of which BF&M, the listed Bermudian insurance business is the most signiﬁcant. With all our Associates, we continually monitor our investment and may increase or decrease our holding in the future. Principal risks and uncertainties The Group is exposed to a variety of possible risks and uncertainties that could impact the Group’s operations and future performance. The Group regularly monitors these risks at operational and Group level. Our decentralised operating model enables Group company management teams to identify, evaluate and manage risks that are relevant to their geographic location and markets. The Strategy group considers risks identiﬁed to it by the Group companies, and where appropriate raises them to the Board and/or the Audit committee. Information on the Group’s ﬁnancial risks is disclosed in note 43 of the Accounts. The Board has carried out an assessment of the material risks and uncertainties relating to the Group’s principal operations, with key mitigations and assessment of change in risk year-on-year. These are set out in the table below. ➡ increased risk unchanged risk ➡ decreased risk Agriculture Risk Climate change Assessment of change in risk year-on-year ➞ 22 Potential Impact Current agricultural patterns and practices become unsustainable. Land values and local communities are impacted. Flooding/drought/frost aﬀecting crop yields. Mitigation Geographical spread of operations to lessen the impact of extreme weather on the Group as a whole. Investment in irrigation, water storage and drought resistant crop varieties. Investment in sustainable water solutions, soil management, energy saving initiatives and renewable energy sources. 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 23 CAMELLIA PLC STRATEGIC REPORT Agriculture (continued) Risk Price volatility Assessment of change in risk year-on-year  Potential Impact The eﬀect of climate change on crop volumes and/or a prolonged depression in the world tea, macadamia or avocado markets, either individually or in combinations, would have a material impact on Group proﬁtability. Currency ﬂuctuation  Proﬁt volatility arising from sales in US Dollars and Euros where there is no natural hedge against the cost of production in local currency. Mitigation Use of forward contracts, product and crop diversiﬁcation and building long-term strategic relationships with key customers. Production of value-added products to access and supply markets to address particular customer demands whilst having a much greater control over pricing. Monitoring of foreign exchange rates and cash management. Cost of production ➞ Increased wage costs, cost of inputs and other costs of production resulting in lower proﬁtability. Introduction of more eﬃcient and productive working practices and the increased use of mechanisation and automation. Long-term political issues over land ownership ➞ Potentially losing access to farms and estates or paying more for existing property (for example if freeholds become leaseholds). Reduction of energy consumption and/or increased use of renewable energy. Monitoring changes to local land legislation with the assistance of lawyers and local trade associations. Maintaining collaborative relationships with governments at local and national levels. Civil unrest, political instability and war  Periodic interruptions to the operation of the businesses at a local level. Increasing security for our workers and operations during times of civil unrest. Supply chain disruption, lack of availability of key inputs. Maintain market supply options and carrying buﬀer stocks. Reduced demand for products. Maintaining diverse customer base. 23 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 24 CAMELLIA PLC STRATEGIC REPORT Agriculture (continued) Risk Corruption Assessment of change in risk year-on-year  Health and safety  Human rights (current and historic)  Potential Impact Inability to carry on business in a manner which is legal and ethical. Vulnerability of the employees to injury at work due to the use of machinery and chemicals. Payment of ﬁnes and claims, criminal prosecutions and reputational damage. Adverse impact on ﬁnancial results from legal and reputational costs. Media and political pressure impacting operations or customers preparedness to buy products. Mitigation Strict adherence to anti-bribery legislation and the implementation of the Group Principal Polices. Training of staﬀ. Strict compliance with legislation and training employees to adopt safe working practices. Regular external compliance reviews. Continuing to implement human rights strategies to protect, respect and remedy. Understanding the salient human rights risks (via audits and assessments). Implementing measures to mitigate and prevent such risks from crystalising. Providing on-going training and raising awareness across the Group and communities. Strengthening governance protocols, by way of policies and increased reporting. Providing appropriate mechanisms to bring forward any allegations and redress (such as whistleblowing and operational-level grievance mechanisms). 24 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 25 CAMELLIA PLC STRATEGIC REPORT Engineering Risk Key customer dependence Dependence on the oil and gas sector Health and safety Assessment of change in risk year-on-year  Potential Impact Losing a major customer. Mitigation Seeking to diversify the customer base and careful customer relationship management.   Changes in market conditions leading to lower demand for services. Diversiﬁcation into other sectors. Close monitoring of the oil and gas sector. Vulnerability of the employees to injury at work due to the use of machinery and chemicals. Payment of ﬁnes and claims and reputational damage. Strict compliance with legislation and training employees to adopt safe working practices. Regular external compliance reviews. Investments and Associates Risk Market Assessment of change in risk year-on-year  Potential Impact Decline in the value of investments and property. Mitigation Portfolio diversiﬁcation, careful stock selection, the regular monitoring of individual company stock performance and a diversiﬁed property portfolio. Adverse weather events in the Caribbean ➞ Risk of substantial claims materially reducing proﬁts. Maintaining strong capital base and use of underwriting and reinsurance to reduce risk. 25 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 26 CAMELLIA PLC STRATEGIC REPORT Group Risk Prolonged impact of a pandemic Assessment of change in risk year-on-year ➞  UK and overseas pensions Increases in inﬂation and/or reductions in long-term government bond yields Lower than expected asset return Changes in local laws restricting the investment choices for the schemes’ assets Potential Impact Interruption to production and/or disruption of supply to customers. Volatile equity markets impacting the pension schemes’ deﬁcits with a resultant increase in the funding requirement. Increased risk of bank failure, and foreign exchange volatility resulting in increased costs. Risk of imposition of currency controls leading to the inability to remit funds from overseas operations. Increase in the pension schemes’ deﬁcits with a resultant increase in the funding required from the Group. Mitigation Contingency plans. Ongoing monitoring of banking partners and country credit ratings. Regular monitoring of the funding position of the pension schemes and their investment performance. Improvement to the investment strategy and hedging key exposures when appropriate. Environmental  Contamination of local and wider environment due to the use of machinery and chemicals. Payment of ﬁnes and claims, criminal prosecutions and reputational damage. Strict compliance with legislation, training employees to adopt safe working practices and lessen the impact on the environment. Proactively seek to reduce our impact on the environment. 26 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 27 CAMELLIA PLC STRATEGIC REPORT Group (continued) Risk Uncertainties in the interpretation of complex tax legislation, or arising from changes in tax legislation Risk that the Group’s judgements are challenged by tax authorities Legal and regulation uncertainties in relation to the application of English or other law or changes in case law Potential cyber- threats such as computer viruses IT malfunctions or external cyber-attacks Assessment of change in risk year-on-year  Potential Impact Future adjustments to taxable income and/or expense deductions previously recorded or increases to the cash tax costs incurred by the Group in future. Mitigation Tax exposures are considered individually, and judgements made with support from experienced tax professionals and external advisors. ➞ Group legal risk in relation to the activities of overseas operations (including potential litigation in the UK) and incurring costs in relation to the same. Monitoring the interpretation of law and taking appropriate advice and monitoring and auditing compliance with new developments.  Loss or theft of data. Interruption to services for customers and the business. Developing our technology systems. Investing in developing the IT skills and capabilities of our people. Actively monitoring and mitigating any cyber-threats and suspicious IT activity. Disaster recovery plans for business critical systems. Group principal policies (GPPs) There are a range of issues that are important to the Group and to all of our operations, whatever sector they operate in. These are set out in the GPPs which are periodically cascaded across the Group. Each operation is required to prescribe its own local policies based upon the GPPs. On an annual basis, each signiﬁcant operation conﬁrms to Group its adherence with the GPPs. Ultimately, our individual operations have experts who are best placed to identify how each policy can be implemented and applied which in turn enables them to operate responsibly and ethically over the long-term. 27 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 28 CAMELLIA PLC STRATEGIC REPORT Notwithstanding the fact that overall responsibility for the implementation and enforcement of the GPPs rests with the management of each operating company, certain GPPs (such as the Anti-Bribery and Corruption GPP, the Modern Slavery GPP and the Tax GPP) include provisions which are directly eﬀective. This is the case where observance of these provisions is required in order for Camellia Plc to comply with its own legal and regulatory obligations. The GPPs can therefore be grouped into the following four categories: n High-level GPPs n Compliance GPPs n Modern Slavery GPP n Tax Principles The High-level GPPs comprise the Certiﬁcation and Traceability GPP, the Health and Safety GPP, the Environment GPP, Employee Welfare GPP and Human Rights GPP. The Compliance GPPs comprise the Anti-Bribery and Corruption GPP and the Whistleblowing GPP. A summary of each principal policy is set out below and they are set out in full on our website. High-level GPPs Certiﬁcation and traceability As part of our end to end supply chain, our operations are required to meet the requirements of our customers and suppliers in terms of certiﬁcations and traceability. The vast majority of our tea gardens are Rainforest Alliance certiﬁed and all our macadamia, avocado and winery processing facilities are FSSC 22000 certiﬁed. Across the Group, many operations have also obtained ISO14001, ISO9001 and ISO45001 and many other appropriate accreditations, such as Red Tractor for our Bardsley England operation. Health and safety We take responsibility for our people by promoting good health and providing a safe and healthy workplace to protect all employees, contractors, visitors and the public from foreseeable work hazards. All operations are required to comply with local health and safety legislation, regulations and to obtain certiﬁcations from external authorities. Environmental We are mindful of the environment in which we operate, recognising that our operations require natural resources and that our operations generate emissions and waste. We understand and comply with current applicable legislation in the jurisdictions in which we operate. Our operations are each required to commit to policies which reduce their environmental footprint and which include (where appropriate), carbon, recycling, waste and water. Employee welfare Our employees are at the heart of what we do, and their safety and welfare is paramount, as described in Environmental and social report. Operations are required to have policies and procedures in place which cover equality, health, personal development, training, diversity, and (where appropriate) education, housing and sanitation. We consciously and continuously work towards encouraging equality in management positions across our operations. The Group complies with local regulations to encourage employees with disabilities to work in our operations and where necessary, makes appropriate adjustments to working practices. 28 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 29 CAMELLIA PLC STRATEGIC REPORT Human rights Camellia Plc and its operating companies believe that businesses ﬂourish where human rights are protected and respected, with remedy available. The Group is committed to protecting and respecting the dignity, well being and human rights of the Group’s employees, the communities in which the Group operates and those with whom we have relationships or who may be impacted by the Group’s operations. The Group is committed to upholding internationally recognised human rights in line with the principles and guidance contained in the UN Guiding Principles on Business and Human Rights, including those set out in the International Bill of Human Rights and the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work. Where national law and international human rights standards diﬀer, we follow the higher standard; where they are in conﬂict, we adhere to national law, while seeking ways to respect international human rights to the greatest extent possible. Compliance GPPs Anti-Bribery and corruption The Company has adopted an anti-bribery policy which complies primarily with the requirements of the UK Bribery Act 2010 although the Board also requires compliance with the laws of all countries in which the Group operates. All Group employees, oﬃcers and executives, and all those acting for or on the Group’s behalf are strictly prohibited from oﬀering, paying, soliciting or accepting bribes or kickbacks, including facilitation payments. Compliance with the anti-bribery policy is monitored by the individual operations and incidents are reported to the anti-bribery oﬃcer for such operation. In addition, the Board has adopted an anti-facilitation of tax evasion policy which complies with the requirements of the UK Criminal Finances Act 2017. The policy has been introduced across the Group and its compliance is monitored at Group and by individual operations. Whistleblowing Our whistleblowing policy provides guidelines for people who feel they need to raise certain issues in conﬁdence. It is designed to protect those raising a genuine concern, in line with the Public Interest Disclosure Act 1998 or other jurisdictional legislation. Each operation is required to have a designated local whistleblowing oﬃcer. Employees have access to the whistleblowing oﬃcer for the individual operation, as well as the Group whistleblowing oﬃcer or the chair of the Audit committee. Modern slavery GPP The Group continues to comply with the requirements of the Modern Slavery Act 2015, to ensure that modern slavery and human traﬃcking are not taking place either within the Group or in the supply chains of our operations. A copy of the statement for the year ended 31 December 2022 is available on the Company’s website. In some countries, it is both the cultural norm and permissible for parents to involve their children in the production process. We do not subscribe to this approach and the use of child labour is prohibited across the Group. All Group operations are required to conﬁrm this statement and adopt local policies and procedures to ensure continued compliance. This includes setting out codes of conduct when working alongside customers and suppliers. Tax principles The Group’s tax principles include: compliance with applicable tax laws; payment of the correct tax amounts; interpretation of tax law; undertaking tax planning based on commercial rationale; and transparency with tax authorities. 29 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 30 CAMELLIA PLC STRATEGIC REPORT Key ﬁnancial performance indicators The nature of the Group’s principal activities is such that the Board takes a long-term view of its operations, particularly Agriculture. The Board reviews monthly reports with a range of ﬁnancial and other indicators to monitor the performance of each division depending on the nature of its operations. For the Agriculture division, the Board receives monthly proﬁt and operating performance information, data on sales prices and volumes, costs of production and crop volumes against budget and on a per unit basis. Rainfall and other climate data are also considered. For the Engineering division, the Board receives monthly proﬁt and operating performance information. For Investments, the value and performance of the share portfolio is reviewed quarterly. For Associates, the Board receives revenue and proﬁtability information when those companies release information to their respective shareholders. Certain of the key ﬁnancial performance indicators are included in the Chairman’s statement and operational report on pages 5 to 15. Non-ﬁnancial performance indicators Operations have developed non-ﬁnancial KPIs that are relevant to it, these are regularly monitored and include: n Market trends – including tea auction volumes, demand for each product by country where available, supply data and market prices n Health and Safety – including days lost to injury, number of accidents and fatalities, whistleblowing incidents and updates to legislation n Grievances – including employee, welfare and social issues n n n Industrial disputes – including days lost to strike action and other signiﬁcant employee issues Land and politics – including elections, material new regulation or case law Changes in key personnel – including promotions, resignations and retirements of senior management n Weather and climate – including rainfall, temperatures and long-term meteorological trends The Board, or the Strategy group (as appropriate), considers such KPIs by exception where local operations notify that signiﬁcant material issues have emerged. Section 172 statement This section 172 statement should be read in conjunction with the Environmental and social report, this Strategic report, the Corporate Governance report and the Statement of Directors’ Responsibilities. In performing their duty under section 172(1) (a) to (f) of the Companies Act 2006, Directors have acted in a way that they have considered, in good faith, to promote the success of the Group as a whole, whilst carefully considering the interests of shareholders and other stakeholders which have an impact on the long-term success and sustainability of the Group, including suppliers, customers, employees, the communities in which the Group operates, and the impact on the environment. 30 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 31 CAMELLIA PLC STRATEGIC REPORT Long-term The Board is undertaking a series of measures aimed at re-balancing the Group’s portfolio of investments in order to take better advantage of its strengths, and thereby to improve proﬁtability. This includes investment in social and environmental initiatives, in particular, to mitigate the impact of climate change. This also includes accelerating agricultural diversiﬁcation and divesting of certain assets which we consider to be non-core, details of which are covered elsewhere in this report. Key risks, potential impact and mitigations are included in the “Principal Risks and Uncertainties” section below. Stakeholders The Board recognises the value of stakeholder relationships and the key role that these play in the Group’s sustainability and success over the longer term. Good progress continues to be made across the Group in initiatives to protect and promote human rights and a peaceful, long-term and mutually beneﬁcial relationship between the activities of businesses within the Group and the communities aﬀected by them. Many environmental and social projects are initiated by staﬀ in our subsidiaries each year, which we highlight on our website and various social media platforms. Further information can be found in the Environmental and social report. Views of stakeholders are provided to the Board through the information from management reporting, committees and meetings and operational visits. The Board conducts regular reviews of how to continue to engage eﬀectively with stakeholders and there is ongoing dialogue between members of the Board and stakeholders. Employees In order to track progress made, and in line with our culture of seeking ongoing feedback, another annual employee engagement survey, Your Voice, was undertaken during 2022. The survey gathered anonymous and open feedback from employees to inform local management decisions as well as to provide Board insights. All employees in the UK were invited to respond and the results of the survey are continuing to be used to plan key initiatives and track progress. Employees are kept informed on matters aﬀecting them and the performance of the Group by their local management as well as through internal publications, the Camellia Plc website, social media and operational visits. Kenyan and Indian operations have social media platforms which support employee engagement and Kakuzi uses YouTube videos to communicate news and information about staﬀ and their roles within the business. As set out in the Group’s Employee Welfare Policy, operating companies are expected to give due consideration to employment applications received from disabled persons and give employees who become disabled every opportunity to continue their employment. The table below provides a breakdown of the gender of the Directors and employees on 31 December 2022. Company Directors All employees Approved by the Board Amarpal Takk Company Secretary 3 May 2023 Men 5 50,965 Women 2 55,793 31 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 32 CAMELLIA PLC REPORT OF THE DIRECTORS The Directors present their report together with the audited consolidated accounts for the year ended 31 December 2022. Principal activities The Company is a public company limited by shares, which is quoted on the AIM Market of the London Stock Exchange and incorporated and domiciled in England and Wales. The principal activity of Camellia Plc is a holding company and the principal activities of its subsidiary undertakings comprise: n Agriculture n Other Investments and Associates Fostering business relationships is of paramount importance to the Directors, as set out in the s172 Statement in the Strategic report. Further details of the Group’s activities are included in the Strategic report and the Chairman’s statement and operational report. Results and dividends The loss after tax for the year amounted to £8.3 million (2021: Proﬁt after tax £4.5 million). The Board is proposing a ﬁnal dividend for the year 2022 of 102p per share payable on 26 July 2023 to holders of the ordinary shares registered at the close of business on 16 June 2023. Therefore, the total dividend payable for 2022 is 146p per share (2021: 146p per share). Details are shown in note 12 to the Accounts. Directors The Directors are listed on page 4. The following Directors had beneﬁcial interests in the shares of the Company. Camellia Plc ordinary shares of 10p each: Malcolm Perkins Susan Walker 31 December 2022 1 January 2022 1,673 220 1,673 220 Under the Company’s articles of association all the Directors are required to retire annually. Accordingly, Malcolm Perkins, Susan Walker, Graham Mclean, Frédéric Vuilleumier, Simon Turner, Rachel English and Stephen Buckland will retire and, being eligible, will seek re-election at the forthcoming Annual General Meeting (AGM). None of the Directors or their families had a material interest in any contract of signiﬁcance with the Company or any subsidiary during, or at the end of, the ﬁnancial year. Executive directors Malcolm Perkins was appointed a Director in 1999 and Chairman in 2001, having joined Eastern Produce (Holdings) Limited, now Linton Park Plc, in 1972. He is a chartered accountant and chairman of the Nomination committee. Graham Mclean, a qualiﬁed agriculturalist, was appointed as Director of Agriculture in October 2014. He was previously regional director of the Group’s operations in Africa and has worked for the Group for more than 25 years. He is a non-executive director of Kakuzi Plc. Susan Walker was appointed Chief Financial Oﬃcer for the Group on 4 June 2015. She joined Camellia as Finance Director Designate on 1 July 2014. She is a chartered certiﬁed accountant and a non-executive director of Goodricke Group Limited and of United Finance Limited. 32 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 33 CAMELLIA PLC REPORT OF THE DIRECTORS Non-executive directors Stephen Buckland was appointed as a non-executive Director in November 2021. He previously held positions within the Camellia Group’s agricultural and banking businesses. He holds an executive position within The Camellia Foundation, a UK charity whose primary donor of the same name is the ultimate majority shareholder of Camellia Plc. He is a member of the Audit committee. Rachel English was appointed as an independent non-executive Director in May 2022. She is a chartered accountant and has extensive international and general management experience, having founded and served on the board of several signiﬁcant businesses, including as chair of Acacia, a FTSE 250 company, and previously served on the audit committee of the UK Department for International Development. She has substantial experience and interest in ESG matters. She became the chair of the Audit and Remuneration committees and joined the Nomination committee on 8 June 2022. Simon Turner was appointed as a non-executive Director in March 2020. After an earlier career in the legal profession, he is now president of the board of the trustee of The Camellia Foundation. He is a member of the Remuneration and Nomination committees. Frédéric Vuilleumier was appointed as an independent non-executive Director in March 2013. He is a partner of Oberson Abels SA, a law oﬃce based in Geneva, Switzerland. He became a member the Audit, Remuneration and Nomination committees on 8 June 2022. Company Secretary Amarpal Takk was appointed as Group General Counsel and Company Secretary in April 2018. He is a qualiﬁed solicitor of England and Wales. Substantial shareholdings As at 6 April 2023 the Company has been advised of the following interests in its share capital: Shareholder Camellia Holding AG Nokia Bell Pensioenfonds OFP Quaero Capital SA No. of Shares 1,427,000 361,500 143,148 % of total voting rights 51.67 13.09 5.18 Share capital and purchase of own shares The Company’s share capital comprises one class of ordinary shares of 10p per share which carry no restrictions on the transfer of shares or on voting rights (other than as set out in the Company’s articles of association). There are no agreements known to the Company between shareholders in the Company which may result in restrictions on the transfer of shares or on voting rights in relation to the Company. Details of the issued share capital are contained in note 37 to the Accounts. At the AGM in 2022, shareholders gave authority for the Company to purchase up to 276,200 of its own shares. This authority expires at the conclusion of this year’s AGM at which a resolution proposing renewal of the authority will be submitted to shareholders. Auditors A resolution proposing the reappointment of Deloitte LLP will be put to the AGM. Each of the persons who were Directors at the time when this Directors’ report was approved has conﬁrmed that: n So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware. 33 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 34 CAMELLIA PLC REPORT OF THE DIRECTORS n Each Director has taken all the steps that ought to have been taken as a Director, including making appropriate enquiries of fellow Directors and of the Company’s auditors for that purpose, in order to be aware of any information needed by the Company’s auditors in connection with preparing their report and to establish that the Company’s auditors are aware of that information. Energy and carbon disclosure In compliance with the SECR requirements, our greenhouse gas emissions, energy consumption and energy reduction initiatives are reported within the Environment and Social report on pages 16 to 20. Employees and stakeholders The Directors have had regard to the need to foster the Company’s business relationships with employees, suppliers, customers and others, and the eﬀect of that regard, including on the principal decisions taken by the Company during the ﬁnancial year. Details in relation to employees and stakeholders are set out in the section 172 Statement on pages 30 to 31. Research and development The Group invests in research and development projects within its operations in order to improve eﬃciency and grow revenues. In Kenya, Malawi and India technical departments in conjunction with specialised departmental teams are focused on numerous projects to improve operational eﬃciencies (both ﬁeld and factory), pest and disease identiﬁcation and control, improving energy eﬃciency and utilisation and the implementation of new technologies to enhance automation. We continue to collaborate with various organisations, for example, the Cambridge Environmental Sustainability Strategy committee, the Carbon Trust, and the Gatsby Foundation on various areas of future business strategy. In Kenya we are running a commercial blueberry trial to evaluate the viability of diﬀerent varieties. In Brazil, research and development is ongoing into water saving irrigation systems, and satellite imaging for soil, nutrient and crop proﬁling help to identify climate impact and plant nutrient requirements. These initiatives will help to inform decisions on the implementation of precision farming technologies. Future development Details of future developments are set out in the Chairman’s statement and operational report and in the Strategic report. Going concern The Directors, at the time of approving the ﬁnancial statements, considered the Group’s business activities together with the main trends and factors likely to aﬀect the Group, and the most recent business performance of the Group as described in the Chairman’s statement and operational report on pages 5 to 15. They also considered the potential impact of the current operating environment and the Ukraine conﬂict on the business for the next 15 months. The Directors have considered several variables which may impact on revenue, proﬁts and cash ﬂows. In light of the nature of our business and our experience of trading through the pandemic and the Ukraine conﬂict, we expect our Agriculture businesses will continue to operate broadly as set out in the Chairman’s statement and operational report. We have assumed that the leisure and food services markets continue to recover gradually over the course of the next year. At 31 December 2022, the Group had cash and cash equivalents net of borrowings of £45.6 million. In addition, the Group had undrawn short-term loan and overdraft facilities of £22.4 million and a portfolio of liquid investments with a fair market value of £35.6 million. In early January 2023, £16.6 million in cash was received from the sale of ACS&T. 34 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 35 CAMELLIA PLC REPORT OF THE DIRECTORS The Directors have modelled various severe but plausible scenarios using assumptions including the combined eﬀect of reduced sales volumes for tea, and reduced sales volumes for macadamia during 2023. The revenue and operational impact of such volume reductions across our operations would have a substantially negative impact on Group proﬁtability. We have also considered the risk of price reductions during 2023 for our tea, macadamia and avocado crops. Historically in the Tea operations, restrictions on, or reductions in, the supply of tea either regionally or globally have led to higher selling prices. However, for prudence for the purposes of our downside scenario planning we have not reﬂected increased selling prices for tea nor any signiﬁcant mitigating reductions to our operating cost base in our tea operations. We have assumed that in certain scenarios aspects of our investment programme would be curtailed. Under both the base case and the downside scenario, the Group is expected to continue to have suﬃcient headroom relative to the funding available to it. The Directors believe that the Company and the Group are well placed to manage their ﬁnancing and other business risks satisfactorily and, have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. The Directors therefore continue to adopt the going concern basis in preparing the ﬁnancial statements. Financial risk management Information on the Group’s ﬁnancial risk management objectives and policies and on the exposure of the Group to relevant risks in respect of ﬁnancial instruments is set out in note 43 of the Accounts. Corporate governance The Company’s statement on corporate governance can be found in the Corporate Governance report on pages 36 to 40. Political donations The Company has no political aﬃliations and does not make political donations. Its operations work with governments and other parties around the world on issues that are important to our customers, stakeholders, communities and to the interests of the business. Approved by the Board Amarpal Takk Company Secretary 3 May 2023 35 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 36 CAMELLIA PLC CORPORATE GOVERNANCE Statement of compliance The Company is committed to complying with the Quoted Companies Alliance’s (QCA) Corporate Governance Code for Small and Mid-size Quoted Companies (QCA Code). The Chairman considers the application of standards of corporate governance that are appropriate for the Group’s nature, status, proﬁle, size and circumstances to be important in ensuring the Group is managed for the long-term beneﬁt of all stakeholders. The table on our website sets out how we comply with the ten principles of the QCA Code. The Group consists of a portfolio of businesses which are grouped into independently managed divisions. These divisions report into the Board by function against a variety of metrics including budgets and business plans. The Board The Board currently comprises seven Directors, four of whom are non-executive Directors as set out on page 4. The remaining Directors are executive Directors, including the Chairman. The names and brief biographical details of each Director appear on pages 32 and 33. The Board has established Remuneration, Audit and Nomination committees. Terms of reference of each of the committees can be viewed on the Company’s website. The Board is responsible for managing the Group’s business and has adopted a schedule of matters reserved for its approval. The schedule is reviewed periodically and covers, inter alia, the following areas: n n n n n n n n n Strategy Acquisitions and disposals Financial reporting and control Internal controls Approval of expenditure above speciﬁed limits Approval of transactions and contracts above speciﬁed limits Responsibilities for corporate governance Board membership and Board committees Approval of changes to capital structure A full copy of the schedule is available on the Company’s website. A report summarising the Group’s ﬁnancial and operational performance is provided to Directors each month. Each Director has suﬃcient information in advance of Board meetings to enable informed judgements to be made on matters referred to the Board. Board diversity The Group has an Employee Welfare GPP which Group companies are expected to subscribe to (see page 28). In addition, the Company has a Dignity at Work and Equal Opportunities policy. The Board of Directors is responsible for the eﬀective operation of this policy and for ensuring compliance with discrimination law. The key principle of our Dignity at Work and Equal Opportunities policy is that there should be equal opportunities for employees to reach their potential and we achieve this by empowering people to excel in their careers regardless of race, gender, ethnicity, cognitive or personal strengths, sexual orientation or socio-economic background. Our objective is that all staﬀ are respected, valued and included. The above objectives apply equally to the Board and to its Nomination, Audit and Remuneration committees, as well as the Group as a whole. Such diversity and inclusion objectives for senior appointments are achieved through the engagement of specialist external executive recruitment ﬁrms. The most recent example was in respect of the appointment of Rachel English, as a non-executive Director. 36 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 37 CAMELLIA PLC CORPORATE GOVERNANCE Attendance by Directors at Board and committee meetings held during the year was as follows: Director Malcolm Perkins Tom Franks Graham Mclean Susan Walker Stephen Buckland Gautam Dalal Rachel English William Gibson Simon Turner Frédéric Vuilleumier Board* Audit*/** Remuneration*/**/*** Nomination*/** 9/9 4/4 9/9 9/9 9/9 4/4 6/6 3/4 9/9 9/9 – – – 3/3 1/1 2/2 1/1 – 2/2 – – – – – 2/2 1/1 3/3 2/2 2/2 – – – – 1/1 1/1 2/2 1/1 * Tom Franks, William Gibson and Gautam Dalal’s attendance reﬂects the period up to 30 June 2022 and Rachel English’s attendance reﬂects the period from 6 May 2022. ** Frédéric Vuilleumier’s attendance reﬂects the period from 8 June 2022. *** Where a meeting was not quorate, decisions were raised to and approved by the Board. Board evaluation The Board has agreed to undertake a performance evaluation by way of internal review every three years. The last evaluation was conducted in 2021. Details of the next review will be disclosed when the next review is completed at the end of 2024. Executive committees The Board has established the Strategy group, consisting of the Chairman, the executive Directors of the Board and the Group General Counsel. The Board has also established an Agriculture Executive Committee which is chaired by the Director of Agriculture and includes the Chairman (as interim Chief Executive), Chief Financial Oﬃcer, the Group General Counsel and heads of all the key agricultural operations. Investments and Associates report directly to the Chairman. Nomination committee The committee is chaired by Malcolm Perkins. Its other members are Rachel English, Frederic Vuilleumier and Simon Turner. The principal responsibilities of the committee are set out below: n n n Review the balance and composition (including gender and diversity) of the Board, ensuring that they remain appropriate Be responsible for overseeing the Board’s succession planning requirements including the identiﬁcation and assessment of potential Board candidates and making recommendations to the Board for its approval Keep under review the leadership needs of, and succession planning for, the Group in relation to both its executive and non-executive Directors and other senior executives 37 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 38 CAMELLIA PLC CORPORATE GOVERNANCE Audit committee The committee is chaired by Rachel English (Gautam Dalal chaired the committee up to 8 June 2022). The other members of the committee during the year were Stephen Buckland and Frederic Vuilleumier. The principal responsibilities of the committee are set out below and were undertaken during the year: n Monitor the eﬀectiveness of the Group’s risk management practices n n Review the eﬀectiveness of the Group’s internal control system. The committee reviews the eﬀectiveness of internal audit activities carried out by the Group’s accounting function and senior management Review and monitor the ﬁnancial statements of the Company and the audit of those statements and monitor compliance with relevant ﬁnancial reporting requirements and legislation n Monitor the eﬀectiveness and independence of the external auditors n Review non-audit services provided by the external auditors The Audit committee assesses whether suitable accounting policies have been adopted and whether management has made appropriate estimates and judgements. Ensuring the integrity of the ﬁnancial statements and associated announcements is a fundamental responsibility of the Audit Committee. During the year it formally reviewed the Group’s interim and annual reports. These reviews considered: n n n n n The description of performance in the Annual report to ensure it was fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s performance, business model and strategy The accounting principles, policies and practices adopted in the Group’s ﬁnancial statements, any proposed changes to them, and the adequacy of their disclosure Important accounting issues or areas of complexity, the actions, estimates and judgements of management in relation to ﬁnancial reporting and in particular the assumptions underlying the going concern statement Any signiﬁcant adjustments to ﬁnancial reporting arising from the audit Tax contingencies and compliance with statutory tax obligations A key responsibility of the Audit committee is to consider the signiﬁcant areas of complexity, management judgement and estimation that have been applied in the preparation of the ﬁnancial statements. The Committee has, with support from Deloitte LLP (Deloitte) as external auditor, reviewed the suitability of the accounting policies which have been adopted and whether management has made appropriate estimates and judgements. Set out below are the signiﬁcant areas of accounting judgement or management estimation and a description of how the Committee concluded that such judgements and estimates were appropriate. Pensions The valuation of the pension schemes obligations is conducted by independent actuaries and due to the size of the obligation a relatively minor change to the assumptions made could result in a material change in the quantum of the obligation. The committee considered the competence of the actuaries and the key assumptions adopted and concluded that the work performed is suﬃcient to support the valuation. Carrying value of intangible assets The Group’s carrying values of the Jing Tea and Tea City brands and of the goodwill relating to the two Assam estates purchased in 2019 were discussed in light of the trading of those businesses. In particular consideration was given to likely future yield proﬁle of the Assam estates and the range of future revenue growth rates for Jing. 38 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 39 CAMELLIA PLC CORPORATE GOVERNANCE The carrying value of the goodwill relating to Bardsley England which arose on the acquisition of that group of companies was discussed in context of the current inﬂationary environment’s impact on margins and the expected continuing challenging market conditions as well as the expected reduction in scale of the business. In light of the signiﬁcantly lower expectations for the proﬁtability of the business in the foreseeable future, the committee agreed that an impairment of £3.6 million had occurred. The committee considered the fair value of the Group’s holdings and whether any impairment in the carrying value had occurred and agreed that apart from the impairment of assets related to Bardsley England, no other impairment provisions were required in respect of intangible assets. Carrying value of tangible assets The committee considered the fair value of the Group’s investment property portfolio, the carrying value of plant and equipment at the engineering subsidiaries, and the carrying value of certain of the Indian and Bangladeshi estates in the context of recent trading and third party valuations and agreed that no impairment had occurred during the year. The carrying value of the underlying property, plant and equipment assets used in Bardsley England business was also considered in light of the expectation of a period of continuing losses for that business in the current trading environment and the committee agreed that an impairment of £6.4 million had occurred. Carrying value of BF&M The Group’s carrying value of BF&M was higher than the share price for BF&M at 31 December 2022. The committee considered the fair value of the Group’s holding and whether any impairment in the carrying value had occurred and in view of the expected control premium associated with our holding concluded that no impairment is required. Provisions The bases of provisions for material uncertain tax situations were considered by the committee as were the provisions for wage increases in Bangladesh, Kenya and India. The committee is satisﬁed that the provisions represent best estimates of the likely liabilities. Consideration was given to the accounting implications of the VAT assessment received in Malawi in 2021 and management’s judgement that it should continue to be disclosed as a contingent liability. The committee considered the implications of the VAT assessment received in the UK which indicated a liability of £1.2 million. In light of external advice it is being appealed and the committee concluded that the provision held was reasonable. External auditor To assess the eﬀectiveness of the external audit process, the external auditor is required to report to the Audit committee and conﬁrm their independence in accordance with ethical standards and that they had maintained appropriate internal safeguards to ensure their independence and objectivity. In addition to the steps taken by the Board to safeguard the auditor’s objectivity, Deloitte operates a ﬁve- year rotation policy for audit partners for a listed entity. The committee reviewed those non-audit services provided by the external auditor and satisﬁed itself that the scale and nature of those services were such that the external auditors objectivity and independence were safeguarded. Remuneration committee The committee is chaired by Rachel English (William Gibson was chair up to 8 June 2022) and the other members are Simon Turner and Frederic Vuilleumier. The responsibilities of the committee include: n The review of the Group’s policy relating to remuneration of the Chairman, executive Directors and the Company Secretary 39 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 40 CAMELLIA PLC CORPORATE GOVERNANCE n n To determine the terms of employment and remuneration of the Chairman, executive Directors and Company Secretary with a view to ensuring that those individuals are fairly and responsibly rewarded To approve compensation packages or arrangements following the severance of any executive Director’s service contract The Remuneration report appears on pages 41 to 42. Sustainability and Safeguarding committee The Board has expanded the remit of the previously established Safeguarding and Stewardship committee to include not only the promotion of human rights across the Group, but to further enhance the Group’s environmental and sustainability practices. Consequently, the committee has been reconstituted to the Sustainability and Safeguarding committee and reports to the Board. The committee is chaired by Rachel English. Other members are the Chairman (in his capacity as Interim CEO), the Director of Agriculture, the Group General Counsel and the Head of Strategy. The committee advises the Board on strategy in these areas and monitors and reports on progress against the agreed strategy. Insurance The Company purchases insurance to cover its Directors and oﬃcers, and those of its subsidiaries in respect of legal actions against them in their capacity as Directors of the Company. All Directors have access to independent professional advice at the Company’s expense. Share capital structure The share capital of the Company is set out in note 37. Internal control and risk management systems The Directors acknowledge that they are responsible for maintaining a sound system of internal control. During the year, the Audit committee, on behalf of the Board, reviewed the eﬀectiveness of the framework of the Group’s system of internal control, the principal features of which are described below. The key management philosophy of the Company is that the responsibility for eﬃcient day to day operations remains with the local management at the operational level. Accountability and delegation of authority are clearly deﬁned with regular communication between Group head oﬃce and the management of the individual operations. Our key operations have internal audit functions reporting to local audit committees. The performance of each operation is continually monitored centrally including a critical review of annual budgets, forecasts and monthly sales, proﬁts and cash reports. Financial results and key operational statistics and variances from approved plans are carefully monitored. Group senior management regularly visit operations. However, any system of internal control can provide only reasonable, and not absolute, assurance against material mis-statement or loss. Approved by the Board Amarpal Takk Company Secretary 3 May 2023 40 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 41 CAMELLIA PLC REMUNERATION REPORT This report is drawn up in accordance with the Companies Act 2006 and the AIM Rules for Companies. Remuneration committee Details of the Remuneration committee are set out on pages 39 and 40. Policy on Directors’ remuneration The policy agreed by the committee is as follows: n n n To seek to provide remuneration packages that will attract, retain and motivate the right people for the roles So far as is practicable to align the interests of the executives with those of shareholders To reﬂect the overriding remuneration philosophy and the principles of the wider Group In implementing the second point, the Company does not operate proﬁt related bonus, share option or share incentive schemes for Directors as the Group’s activities are based largely on agriculture, which is highly dependent on factors outside management control such as the weather and market prices. The policy is designed to ensure that the Directors manage the Group’s businesses for the long-term in line with the strategy of the Group. In determining this remuneration policy and the remuneration of Directors, consideration has been given to the relevant provisions of the QCA Guidelines. The remuneration policy was approved by shareholders at the 2020 AGM and applies for a period of three years. The remuneration policy shall be reconsidered for shareholder approval at the AGM in 2023. The committee considers any views expressed by shareholders on Directors’ remuneration. At the AGM on 30 June 2022, the Remuneration Report for the year to 31 December 2021 was approved by shareholders with 99.81% of the votes cast in favour, 0.19% of the votes cast against and 641 votes withheld. Service contracts Malcolm Perkins, Graham Mclean and Susan Walker are each employed on rolling service contracts. Director Malcolm Perkins Graham Mclean Susan Walker Date of Service Contract 25 April 2002 10 April 2015 14 April 2015 The service contracts are terminable at any time by a one year period of notice from the Company or the Director. Following their initial appointment non-executive Directors may seek re-election by shareholders at each subsequent Annual General Meeting. Non-executive Directors do not have service agreements. The Company has in place appropriate director’s and oﬃcers’ liability insurance cover in respect of legal action against its executive and non-executive Directors, amongst others. There are no speciﬁc contractual provisions for compensation upon early termination of a non-executive Director’s employment. The following sections on Directors’ remuneration and pensions have been audited. 41 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 42 CAMELLIA PLC REMUNERATION REPORT Directors’ remuneration Remuneration 2021 £ 2022 £ Beneﬁts in Kind 2021 2022 £ £ Loss of Oﬃce Total 2022 £ 2021 £ 2022 £ 2021 £ Executive Malcolm Perkins Tom Franks Susan Walker Graham Mclean Non-executive Stephen Buckland (from 1 November 2021) Rachel English (from 6 May 2022) Simon Turner Frédéric Vuilleumier Gautam Dalal (up to 30 June 2022) William Gibson (up to 30 June 2022) Jonathon Bond (up to 3 June 2021) Chris Relleen (up to 31 August 2021) Total 414,785 318,146 408,288 439,219 200,560 611,820 373,890 402,215 19,210 17,580 28,908 29,881 11,525 38,269 28,010 29,792 – 661,443 – – 49,276 7,897 – – 1,955 49,494 49,276 53,560 27,238 47,380 51,500 49,047 27,805 53,470 – – 21,573 36,393 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 433,995 997,169 437,196 469,100 212,085 650,089 401,900 432,007 49,276 7,897 51,449 49,276 53,560 27,238 – 47,380 51,500 49,047 27,805 53,470 – – 21,573 36,393 –––––––– –––––––– 1,837,087 1,855,745 –––––––– –––––––– –––––––– 97,534 –––––––– –––––––– 107,596 –––––––– –––––––– 661,443 –––––––– –––––––– –––––––– –––––––– –––––––– – 2,596,064 1,963,341 –––––––– –––––––– Notes (i) The executive Directors’ beneﬁts in kind include the value attributed to medical insurance, permanent health insurance, spouse/partner travel and cash alternatives to company cars (ii) Rachel English received an additional fee for her role as chair of the Audit committee, the Remuneration committee and the Sustainability and Safeguarding committee (from 6 May) (iii) William Gibson received an additional fee for his chairmanship of the Remuneration committee and the Sustainability and Safeguarding committee (up to 30 June 2022) (iv) Tom Franks resigned from the board on 30 June 2022 and received a payment of £661,443 for loss of oﬃce. This included a payment in lieu of notice equivalent to 12 months of base salary and beneﬁts in kind Directors’ pensions Malcolm Perkins received no payment for pensionable service during 2022. Tom Franks, Graham Mclean and Susan Walker received an excess non-pensionable salary supplement equivalent to 10% of base salary. Approved by the Board. Amarpal Takk Company Secretary 3 May 2023 42 265644 Camellia R&A pp21-pp43.qxp 03/05/2023 18:53 Page 43 CAMELLIA PLC STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and Accounts 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 are required to prepare the Group ﬁnancial statements in accordance with United Kingdom adopted international accounting standards in conformity with the requirements of the Companies Act 2006. The ﬁnancial statements also comply with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board. The Directors have also chosen to prepare the parent company ﬁnancial statements under United Kingdom adopted international accounting standards. Under Company law the Directors must not approve the accounts 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, International Accounting Standard 1 requires that Directors: n n n Properly select and apply accounting policies Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information Provide additional disclosures when compliance with the speciﬁc requirements in IFRSs are insuﬃcient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s ﬁnancial position and ﬁnancial performance n Make an assessment of the Company’s ability to continue as a going concern 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. The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of ﬁnancial statements may diﬀer from legislation in other jurisdictions. Responsibility statement We conﬁrm that to the best of our knowledge: n n n The ﬁnancial statements, prepared in accordance with IFRSs, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company and the undertakings included in the consolidation taken as a whole The Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face The Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy This responsibility statement was approved by the Board of Directors on 3 May 2023. Malcolm Perkins Chairman 3 May 2023 43 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 44 CAMELLIA PLC CONSOLIDATED INCOME STATEMENT for the year ended 31 December 2022 Continuing operations Revenue Cost of sales Gross proﬁt Other operating income Distribution costs Administrative expenses Trading proﬁt Share of associates' results Proﬁt on disposal of assets classiﬁed as held for sale Impairments of intangible assets, investment properties and property, plant and equipment Loss on disposal of subsidiaries Proﬁt on disposal of ﬁnancial assets Operating (loss)/proﬁt Investment income Finance income Finance costs Net exchange gain Employee beneﬁt expense Net ﬁnance income/(costs) (Loss)/proﬁt before tax Taxation (Loss)/proﬁt for the year from continuing operations Discontinued operations Proﬁt for the year from discontinued operations (Loss)/proﬁt after tax (Loss)/proﬁt attributable to: Owners of Camellia Plc Non-controlling interests (Loss)/earnings per share - basic and diluted From continuing operations From continuing and discontinued operations 44 Notes 2 3 1,3 5 6 7 8 8 8 8 8 9 2022 £'m 2021 £'m 297.2 (226.7) ––––––––––– 70.5 4.4 (23.0) (45.8) ––––––––––– 6.1 (3.1) 1.8 (10.1) – 0.3 ––––––––––– (5.0) 0.4 2.0 (2.2) 1.5 (0.4) 0.9 ––––––––––– (3.7) (12.2) ––––––––––– (15.9) 255.3 (197.8) ––––––––––– 57.5 2.5 (14.5) (44.7) ––––––––––– 0.8 7.2 – (0.5) (0.1) 0.2 ––––––––––– 7.6 0.5 2.2 (2.8) 0.4 (0.8) (1.0) ––––––––––– 7.1 (2.6) ––––––––––– 4.5 10 7.6 ––––––––––– (8.3) ––––––––––– – ––––––––––– 4.5 ––––––––––– (13.0) 4.7 ––––––––––– (8.3) ––––––––––– 2.3 2.2 ––––––––––– 4.5 ––––––––––– 13 13 (745.8) p (470.7) p 83.3 p 83.3 p 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 45 CAMELLIA PLC STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2022 Group (Loss)/proﬁt for the year Other comprehensive (expense)/income: Items that will not be reclassiﬁed subsequently to proﬁt or loss: Financial assets at fair value through other comprehensive income: Fair value adjustment for the ﬁnancial assets disposed Corporation tax arising on ﬁnancial asset disposals before utilisation of losses Unwind of deferred tax on ﬁnancial assets Changes in the fair value of ﬁnancial assets Remeasurements of post employment beneﬁt obligations Deferred tax movement in relation to post employment beneﬁt obligations Corporation tax movement in relation to post employment beneﬁt obligations Items that may be reclassiﬁed subsequently to proﬁt or loss: Foreign exchange translation diﬀerences Share of other comprehensive income of associates Other comprehensive (expense)/income for the year, net of tax Total comprehensive (expense)/income for the year Total comprehensive (expense)/income attributable to: Owners of Camellia Plc Non-controlling interests Company (Loss)/proﬁt for the year Total comprehensive (expense)/income for the year Notes 2022 £’m 2021 £’m (8.3) ––––––––––– 4.5 ––––––––––– 0.1 (0.2) 0.2 (2.6) (12.8) 3.6 23 36 35 1.0 (2.2) 2.2 0.8 20.4 (3.9) (0.4) ––––––––––– (12.1) ––––––––––– – ––––––––––– 18.3 ––––––––––– 9.6 0.1 ––––––––––– 9.7 ––––––––––– (2.4) ––––––––––– (10.7) ––––––––––– (16.1) 5.4 ––––––––––– (10.7) ––––––––––– (4.0) 0.2 ––––––––––– (3.8) ––––––––––– 14.5 ––––––––––– 19.0 ––––––––––– 18.4 0.6 ––––––––––– 19.0 ––––––––––– 11 (1.6) ––––––––––– (1.6) ––––––––––– 6.5 ––––––––––– 6.5 ––––––––––– 45 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 46 CAMELLIA PLC CONSOLIDATED BALANCE SHEET at 31 December 2022 ASSETS Non-current assets Intangible assets Property, plant and equipment Right-of-use assets Investment properties Biological assets Investments in associates Equity investments at fair value through other comprehensive income Money market investments at fair value through proﬁt or loss Debt investments at amortised cost Other investments - heritage assets Retirement beneﬁt surplus Trade and other receivables Total non-current assets Current assets Inventories Biological assets Trade and other receivables Money market investments at fair value through proﬁt or loss Debt investments at amortised cost Current income tax assets Cash and cash equivalents (excluding bank overdrafts) Assets classiﬁed as held for sale Total current assets LIABILITIES Current liabilities Financial liabilities - borrowings Lease liabilities Trade and other payables Current income tax liabilities Employee beneﬁt obligations Provisions Liabilities related to assets classiﬁed as held for sale Total current liabilities Net current assets Total assets less current liabilities Non-current liabilities Financial liabilities - borrowings Lease liabilities Deferred tax liabilities Employee beneﬁt obligations Total non-current liabilities Net assets EQUITY Called up share capital Share premium Reserves Equity attributable to owners of Camellia Plc Non-controlling interests Total equity 46 Notes 2022 £’m 2021 £’m 16 17 18 19 20 22 23 24 25 26 36 28 27 20 28 24 25 29 30 32 33 31 36 34 30 32 33 35 36 37 6.3 184.5 26.1 25.4 14.1 73.3 25.7 7.3 1.3 8.8 0.8 3.1 ––––––––––– 376.7 ––––––––––– 60.4 10.8 67.6 1.3 – 1.1 49.3 ––––––––––– 190.5 4.6 ––––––––––– 195.1 ––––––––––– (5.1) (2.3) (59.8) (4.4) (1.1) (10.8) ––––––––––– (83.5) (2.0) ––––––––––– (85.5) ––––––––––– 109.6 ––––––––––– 486.3 ––––––––––– (4.4) (19.1) (37.0) (8.1) ––––––––––– (68.6) ––––––––––– 417.7 ––––––––––– 0.3 15.3 353.3 ––––––––––– 368.9 48.8 ––––––––––– 417.7 ––––––––––– 10.1 202.1 28.8 23.1 13.4 72.6 27.7 7.2 1.3 8.7 14.8 2.7 ––––––––––– 412.5 ––––––––––– 51.7 7.8 48.5 2.7 1.3 0.6 61.8 ––––––––––– 174.4 6.6 ––––––––––– 181.0 ––––––––––– (3.3) (3.2) (59.2) (3.0) (1.1) (11.8) ––––––––––– (81.6) (2.0) ––––––––––– (83.6) ––––––––––– 97.4 ––––––––––– 509.9 ––––––––––– (4.5) (21.5) (38.0) (8.6) ––––––––––– (72.6) ––––––––––– 437.3 ––––––––––– 0.3 15.3 373.0 ––––––––––– 388.6 48.7 ––––––––––– 437.3 ––––––––––– 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 47 CAMELLIA PLC COMPANY BALANCE SHEET at 31 December 2022 ASSETS Non-current assets Investments in subsidiaries Other investments - heritage assets Total non-current assets Current assets Trade and other receivables Current income tax asset Amounts due from group undertakings Cash and cash equivalents Assets classiﬁed as held for sale Total current assets LIABILITIES Current liabilities Trade and other payables Amounts due to group undertakings Total current liabilities Net current liabilities Total assets less current liabilities Non-current liabilities Deferred tax liabilities Total non-current liabilities Net assets EQUITY Called up share capital Share premium Reserves Total equity Notes 2022 £’m 2021 £’m 21 26 28 29 30 31 35 37 73.5 8.9 ––––––––––– 82.4 ––––––––––– 0.2 0.1 2.1 0.1 ––––––––––– 2.5 0.5 ––––––––––– 3.0 ––––––––––– (1.0) (20.3) ––––––––––– (21.3) ––––––––––– (18.3) ––––––––––– 64.1 ––––––––––– (0.2) ––––––––––– (0.2) ––––––––––– 63.9 ––––––––––– 0.3 15.3 48.3 ––––––––––– 63.9 ––––––––––– 73.5 8.8 ––––––––––– 82.3 ––––––––––– 0.2 0.1 1.9 0.7 ––––––––––– 2.9 2.1 ––––––––––– 5.0 ––––––––––– (0.9) (16.6) ––––––––––– (17.5) ––––––––––– (12.5) ––––––––––– 69.8 ––––––––––– (0.2) ––––––––––– (0.2) ––––––––––– 69.6 ––––––––––– 0.3 15.3 54.0 ––––––––––– 69.6 ––––––––––– The (loss)/proﬁt for the Company is shown in note 11. The notes on pages 51 to 123 form part of the ﬁnancial statements. The ﬁnancial statements on pages 44 to 123 were approved on 3 May 2023 by the board of Directors and signed on their behalf by: M C Perkins Chairman Registered Number 00029559 47 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 48 CAMELLIA PLC CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 December 2022 Cash generated from operations Cash ﬂows from operating activities Interest received Interest paid Income taxes paid Net cash ﬂow from operating activities Cash ﬂows from investing activities Purchase of property, plant and equipment Proceeds from sale of non-current assets Proceeds from sale of assets held for sale Proceeds from sale of heritage assets Purchase of heritage assets Additions to investment property Biological assets: non-current - disposals Cash leaving the Group on disposal of subsidiary Payment for acquisition of a businesses/subsidiary net of cash acquired Purchase of non-controlling interest Dividends received from associates Purchase of investments Proceeds from sale of investments Income from investments Net cash ﬂow from investing activities Cash ﬂows from ﬁnancing activities Equity dividends paid Dividends paid to non-controlling interests New loans Loans repaid Payments of lease liabilities Net cash ﬂow from ﬁnancing activities Net decrease in cash and cash equivalents from continuing operations Net cash inﬂow/(outﬂow) from discontinued operation Cash and cash equivalents at beginning of year Exchange gains/(losses) on cash Cash and cash equivalents at end of year Notes 38 2022 £’m 2021 £’m 2.6 2.0 (2.2) (8.3) ––––––––––– (5.9) ––––––––––– 1.2 2.1 (2.8) (13.0) ––––––––––– (12.5) ––––––––––– (14.4) 0.9 4.5 – (0.1) (2.5) 0.8 (1.6) – – 3.2 (2.9) 8.5 0.4 ––––––––––– (3.2) ––––––––––– (4.0) (5.3) 1.4 (1.6) (2.6) ––––––––––– (12.1) ––––––––––– (21.2) 3.8 59.9 3.1 ––––––––––– 45.6 ––––––––––– 40 40 40 39 39 10 29 29 (9.9) 0.7 – 0.1 – (0.9) 0.5 – (3.7) (5.9) 3.0 (8.9) 21.3 0.5 ––––––––––– (3.2) ––––––––––– (5.2) (1.9) 3.8 (13.1) (1.7) ––––––––––– (18.1) ––––––––––– (33.8) (0.6) 94.9 (0.6) ––––––––––– 59.9 ––––––––––– For the purposes of the cash ﬂow statement, cash and cash equivalents are included net of overdrafts repayable on demand. 48 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 49 Notes CAMELLIA PLC COMPANY CASH FLOW STATEMENT for the year ended 31 December 2022 Cash generated from operations (Loss)/proﬁt before tax Adjustments for: Interest income Proﬁt on disposal of assets held for sale Dividends from group companies Increase in trade and other receivables Increase in trade and other payables Movement in provisions Net movement in intra-group balances Cash generated from/(used in) operations Interest received Net cash ﬂow from operating activities Cash ﬂows from investing activities Purchase of other investments - heritage assets Proceeds from sale of other investments - heritage assets Proceeds from sale of assets held for sale Dividends received Net cash ﬂow from investing activities Cash ﬂows from ﬁnancing activities Equity dividends paid Net cash ﬂow from ﬁnancing activities Net movement in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 29 29 2022 £’m (1.6) (0.3) (0.4) – 0.2 0.1 – 3.5 ––––––––––– 1.5 0.3 ––––––––––– 1.8 ––––––––––– (0.1) – 1.8 – ––––––––––– 1.7 ––––––––––– (4.1) ––––––––––– (4.1) ––––––––––– (0.6) 0.7 ––––––––––– 0.1 ––––––––––– 2021 £’m 6.5 (0.3) – (8.0) 0.4 0.1 (1.9) 0.8 ––––––––––– (2.4) 0.3 ––––––––––– (2.1) ––––––––––– – 0.1 – 8.0 ––––––––––– 8.1 ––––––––––– (5.3) ––––––––––– (5.3) ––––––––––– 0.7 – ––––––––––– 0.7 ––––––––––– 49 265644 Camellia R&A pp44-pp50.qxp 03/05/2023 18:55 Page 50 CAMELLIA PLC STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2022 Group Notes At 1 January 2021 Proﬁt for the year Other comprehensive income/(expense) for the year Transfer of realised gains on disposal of ﬁnancial assets Dividends 12 Companies joining the Group 40 Adjustment arising from change in non-controlling interest 40 Purchase of non-controlling interests 40 At 31 December 2021 Loss for the year Other comprehensive (expense)/income for the year Transfer of realised gains on disposal of ﬁnancial assets Dividends 12 Share of associate's other equity movements Share Other capital premium shares earnings reserves £’m 5.0 – Share Treasury Retained £’m 356.4 2.3 £’m (0.4) – £’m 15.3 – £’m 0.3 – Non- controlling interests £’m 49.4 2.2 Total £’m 376.6 2.3 Total equity £’m 426.0 4.5 – – – – – – – – – – – – – – – 13.8 2.3 16.1 (1.6) 14.5 11.0 (5.2) (11.0) – – (5.2) – (1.9) – (7.1) – (1.4) – – – 5.2 5.2 (1.4) 1.4 – – ––––––– 0.3 – – ––––––– 15.3 – – ––––––– (0.4) – 0.2 ––––––– 377.1 (13.0) – ––––––– (3.7) – 0.2 ––––––– 388.6 (13.0) (6.0) ––––––– 48.7 4.7 (5.8) ––––––– 437.3 (8.3) – – – – – – – – – (10.0) 6.9 (3.1) 0.7 (2.4) 1.1 (4.0) (1.1) – – (4.0) – (5.3) – (9.3) – ––––––– 0.3 ––––––– At 31 December 2022 – ––––––– 15.3 ––––––– – ––––––– (0.4) ––––––– 0.4 ––––––– 351.6 ––––––– – ––––––– 2.1 ––––––– 0.4 ––––––– 368.9 ––––––– – ––––––– 48.8 ––––––– 0.4 ––––––– 417.7 ––––––– Company At 1 January 2021 Total comprehensive income for the year Dividends – – ––––––– 0.3 At 31 December 2021 Total comprehensive expense for the year Dividends 12 – – ––––––– 0.3 ––––––– At 31 December 2022 0.3 15.3 – 40.7 12.1 68.4 – 68.4 – – ––––––– 15.3 – – ––––––– 15.3 ––––––– – – ––––––– – – – ––––––– – ––––––– 6.5 (5.3) ––––––– 41.9 – – ––––––– 12.1 6.5 (5.3) ––––––– 69.6 – – ––––––– – 6.5 (5.3) ––––––– 69.6 (1.6) (4.1) ––––––– 36.2 ––––––– – – ––––––– 12.1 ––––––– (1.6) (4.1) ––––––– 63.9 ––––––– – – ––––––– – ––––––– (1.6) (4.1) ––––––– 63.9 ––––––– In relation to the reserves of the Company, £36.2 million (2021: £41.9 million) is distributable. Other reserves of the Company include capital redemption and revaluation reserves. Other reserves of the Group include fair value reserves and net exchange diﬀerences of £44.1 million deﬁcit (2021: £53.5 million deﬁcit). Group retained earnings includes £155.4 million (2021: £162.1 million) which would require exchange control permission for remittance as dividends. 50 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 51 CAMELLIA PLC ACCOUNTING POLICIES Camellia Plc (the Company) is a public Company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The registered oﬃce can be found on page 4 and its principal activity is included in the Directors report. The principal accounting policies applied in the preparation of these ﬁnancial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. Basis of preparation The consolidated ﬁnancial statements have been prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS), IFRS Interpretations Committee (IFRS IC) and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated ﬁnancial statements comply with IFRS as issued by the International Standards Board (IASB). The consolidated ﬁnancial statements have been prepared on the historical cost basis as modiﬁed by the revaluation of biological assets, ﬁnancial assets and ﬁnancial liabilities and assets held for sale. Where necessary, comparative ﬁgures have been adjusted to conform with changes in presentation in the current year. Going concern The Directors have, at the time of approving the ﬁnancial statements, a reasonable expectation that the Company and the Group have adequate resources to continue to operate for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the ﬁnancial statements. Basis of consolidation Subsidiaries The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Subsidiaries are those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identiﬁable net assets acquired is recognised as goodwill. Any deﬁciency of the cost of acquisition below the fair values of the identiﬁable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identiﬁable net assets. Any diﬀerence that arises from the acquisition of additional shares of an already consolidated subsidiary is taken directly to equity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated Income Statement from the eﬀective date of acquisition or disposal, as appropriate. Where necessary, adjustments are made to the ﬁnancial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All Intra-Group transactions, balances, income and expenses are eliminated on consolidation. Associates An associate is an entity over which the Group is in a position to exercise signiﬁcant inﬂuence, but not control or joint control, through participation in the ﬁnancial and operating policy decisions of that entity. Investments in associates are accounted for by the equity method of accounting. Under this method the Group's share of the post-acquisition proﬁts or losses of associates is recognised in the Income Statement and its share of post-acquisition movements in reserves is recognised in reserves. 51 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 52 CAMELLIA PLC ACCOUNTING POLICIES Foreign currency translation Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Translation diﬀerences on non-monetary items carried at fair value are reported as part of the fair value gain or loss. Gains and losses arising on retranslation are included in the income statement, except for exchange diﬀerences arising on non-monetary items where the changes in fair value are recognised directly in equity. The consolidated ﬁnancial statements are presented in sterling which is the Company's functional and presentation currency. On consolidation, income statements and cash ﬂows of foreign entities are translated into pounds sterling at average exchange rates for the year and their balance sheets are translated at the exchange rates ruling at the balance sheet date. Exchange diﬀerences arising from the translation of the net investment in foreign entities are taken to equity. When a foreign entity is sold such exchange diﬀerences arising since 1 January 2004 are recognised in the Income Statement as part of the gain or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rate ruling on the date of acquisition. The Group has elected to treat goodwill and fair value adjustments arising on acquisitions prior to 1 January 2004, the date of the Group's transition from UK GAAP to IFRS, as sterling denominated assets and liabilities. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, value added tax and other sales related taxes and after eliminating intra-group sales. Revenue from the sale of goods is recognised when the following ﬁve core principles of the model framework have been delivered: n n n n n The identiﬁcation of contract(s) with customers The identiﬁcation of the performance obligations in the contract The determination of the transaction price The allocation of the transaction price to the performance obligations in the contract The recognition of revenue when (or as) a performance obligation has been satisﬁed In respect of agricultural produce, revenue is recognised when the performance obligations have been satisﬁed, which is once control of the produce has transferred from the Group to the buyer. Revenue is measured based on the consideration speciﬁed in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of produce is recognised when the product is delivered to the destination speciﬁed by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the buyer has gained control through their ability to direct the use of and obtain substantially all the beneﬁts from the asset. In respect of warehousing and distribution services, revenue for handling is recognised at the point that the goods are actually handled. In respect of engineering services, revenue is recognised at either the point in time that the customer has accepted return of the asset or control of the asset has been re-established and there is a present obligation to pay for services rendered or revenue is recognised based upon the stage of completion and includes costs incurred to date, plus accrued proﬁts. In respect of rental income, revenue is recognised on a straight-line basis over the lease term. Contingent rent, being lease payments that are based on the future amount of a factor that changes other than with the passage of time, is recognised when it is received or receivable. 52 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 53 CAMELLIA PLC ACCOUNTING POLICIES Investment income Investment income is recognised when the right to receive payment of a dividend is established. Segmental reporting IFRS 8 requires operating segments to be identiﬁed on the basis of internal reports used to assess performance and allocate resources by the chief operating decision maker. The chief operating decision maker has been identiﬁed as the Strategy Group led by the CEO. Inter segment sales are not signiﬁcant. Exceptional items Exceptional items are those signiﬁcant items which are separately disclosed by virtue of their size or incidence to enable a full understanding of the Group's ﬁnancial performance. Government grants Government grants are recognised when there is reasonable assurance that the conditions associated with the grants have been complied with and the grants will be received. Government grants are recognised in the Income Statement within other operating income so as to match with the related costs that they are intended to compensate for. Grants for the purchase or production of property, plant and equipment are deducted from the cost of the related assets and reduce future depreciation expense accordingly. Intangible assets (i) Goodwill Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identiﬁable assets, liabilities and contingent liabilities of a subsidiary or associate at the date of acquisition. Goodwill is recognised as an asset and reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate a potential impairment. Any impairment is recognised immediately in the income statement and is not subsequently reversed. On disposal of a subsidiary or associate, the attributable amount of goodwill is included in the determination of the proﬁt or loss on disposal. (ii) Identiﬁable intangible assets Indeﬁnite life identiﬁable intangible assets include certain brands acquired. They are not amortised but tested for impairment annually or more frequently if an impairment indicator is triggered, any impairment is charged to the income statement as it arises. The assessment of the classiﬁcation of intangible assets as indeﬁnite is reviewed annually. Finite life identiﬁable intangible assets include certain brands, customer relationships and other intangible assets acquired on the acquisition of subsidiaries. Acquired intangible assets with ﬁnite lives are initially recognised at cost and amortised on a straight-line basis over their estimated useful lives, not exceeding 20 years. Intangible assets' estimated lives are re-evaluated annually and an impairment test is carried out if certain indicators of impairment exist. Expenditure on research activities is recognised as an expense in the period in which it is incurred. (iii) Computer software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the speciﬁc software. Computer software licences are held at cost and are amortised on a straight-line basis over 3 to 7 years. Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. Costs that are directly associated with identiﬁable and unique software products controlled by the Group and which are expected to generate economic beneﬁts exceeding costs beyond one year, are recognised as an intangible asset and amortised over their estimated useful lives. 53 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 54 CAMELLIA PLC ACCOUNTING POLICIES Property, plant and equipment Property, plant and equipment includes biological assets (bearer plants) which are accounted for under IAS 16. Land and buildings comprises mainly factories and oﬃces. All property, plant and equipment is shown at cost less subsequent depreciation and impairment, except for land, which is shown at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of these assets. On transition to IFRS, the Group followed the transitional provisions and elected that previous UK GAAP revaluations be treated as deemed cost. On the application of the amendments to IAS 41 Agriculture and IAS 16 Property, plant and equipment the Directors elected to state the Group's bearer plants at deemed cost being the fair value recognised as at 1 January 2015 less the fair value at that date of the growing produce which is disclosed in current assets under biological assets. Additions after that date are recognised at historical cost. Subsequent costs are included in the assets' carrying amount, only when it is probable that future economic beneﬁts associated with the item will ﬂow to the Group and the cost of the item can be measured reliably. Repairs and maintenance are charged to the income statement during the ﬁnancial period in which they are incurred. No depreciation is provided on freehold land and on assets in the course of construction. Depreciation of other property, plant and equipment is calculated to write oﬀ their cost less residual value over their expected useful lives on a straight-line basis. The rates of depreciation used for the other assets are as follows:- Biological assets (Bearer plants) Freehold and long leasehold buildings Other short leasehold land and buildings Plant, machinery, ﬁxtures, ﬁttings and equipment 20 to 50 years nil to 50 years unexpired term of the lease 3 to 25 years No depreciation is provided on bearer plants until maturity when commercial levels of production have been reached. Assets in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The gain or loss arising on the disposal or retirement of an asset is determined as the diﬀerence between the sales proceeds and the carrying amount of the asset and is included in the Income Statement. Right-of-use assets The Group recognises right-of-use assets for land and buildings and plant and machinery at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date, less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated over the shorter of its estimated useful life and lease term. Investment properties Properties held to earn rental income rather than for the purpose of the Group’s principal activities are classiﬁed as Investment properties. Investment properties are recorded at cost less accumulated depreciation and any recognised impairment loss. The depreciation policy is consistent with those described for other Group properties. Income from Investment properties is disclosed in ‘Revenue’. The related operating costs are immaterial and are included within administrative expenses. 54 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 55 CAMELLIA PLC ACCOUNTING POLICIES Biological assets: non-current Biological assets are measured at each balance sheet date at fair value and are generally valued at each year end by independent professional valuers. Any changes in fair value are recognised in the Income Statement in the year in which they arise. Costs of new areas planted are included as “new planting additions” in the biological assets note. As timber is harvested the value accumulated to the date of harvest is treated as “decrease due to harvesting” and charged to cost of sales in the Income Statement. Biological assets: current Produce is valued on the basis of net present values of expected future cash ﬂows and includes certain assumptions about future yields, selling prices, costs and discount rates. As the crop is harvested it is transferred to inventory at fair value. Financial assets Classiﬁcation of ﬁnancial assets (i) Equity instruments designated as at fair value through other comprehensive income (FVTOCI) On initial recognition, the Group made an irrevocable election (on an instrument by instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments designated as FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investment revaluation reserve. The cumulative gain or loss is not reclassiﬁed to proﬁt or loss on disposal of the equity investments, instead, it is transferred to retained earnings. Dividends on these investments in equity instruments are recognised in proﬁt or loss in accordance with IFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included as investment income in the consolidated income statement. (ii) Financial assets at fair value through proﬁt or loss (FVTPL) Financial assets that do not meet the criteria for being measured FVTOCI or at amortised cost (see (i) above and (iii) below) are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in proﬁt or loss to the extent they are not part of a designated hedging relationship. (iii) Amortised cost and eﬀective interest method The amortised cost of a ﬁnancial asset is the amount at which the ﬁnancial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the eﬀective interest method of any diﬀerence between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a ﬁnancial asset is the amortised cost of a ﬁnancial asset before adjusting for any loss allowance. The eﬀective interest method is a method of calculating the amortised cost and of allocating interest income over the relevant period. Interest income is recognised in proﬁt or loss and is included in the "ﬁnance income – interest income" line item (note 8). Impairment of ﬁnancial assets The Group recognises a loss allowance for expected credit losses (ECL) on investments in debt instruments that are measured at amortised cost, lease receivables, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting date to reﬂect changes in credit risk since initial recognition of the respective ﬁnancial instrument. 55 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 56 CAMELLIA PLC ACCOUNTING POLICIES Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a ﬁnancial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a ﬁnancial instrument that are possible within 12 months after the reporting date. The Group always recognises lifetime ECL for trade receivables, contract assets and lease receivables. The expected credit losses on these ﬁnancial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are speciﬁc to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For all other ﬁnancial instruments, the Group recognises lifetime ECL when there has been a signiﬁcant increase in credit risk since initial recognition. However, if the credit risk on the ﬁnancial instrument has not increased signiﬁcantly since initial recognition, the Group measures the loss allowance for that ﬁnancial instrument at an amount equal to 12-month ECL. (i) Signiﬁcant increase in credit risk In assessing whether the credit risk on a ﬁnancial instrument has increased signiﬁcantly since initial recognition, the Group compares the risk of a default occurring on the ﬁnancial instrument at the reporting date with the risk of a default occurring on the ﬁnancial instrument at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward looking information that is available without undue cost or eﬀort. Forward-looking information considered includes the future prospects of the industries in which the Group’s debtors operate, obtained from economic expert reports, ﬁnancial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Group’s core operations. In particular, the following information is taken into account when assessing whether credit risk has increased: n n n n n n An actual or expected signiﬁcant deterioration in the ﬁnancial instrument’s external (if available) or internal credit rating Signiﬁcant deterioration in external market indicators of credit risk for a particular ﬁnancial instrument Existing or forecast adverse changes in business, ﬁnancial or economic conditions that are expected to cause a signiﬁcant decrease in the debtor’s ability to meet its debt obligations An actual or expected signiﬁcant deterioration in the operating results of the debtor Signiﬁcant increases in credit risk on other ﬁnancial instruments of the same debtor An actual or expected signiﬁcant adverse change in the regulatory, economic, or technological environment of the debtor that results in a signiﬁcant decrease in the debtor’s ability to meet its debt obligations Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a ﬁnancial asset has increased signiﬁcantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise. Despite the foregoing, the Group assumes that the credit risk on a ﬁnancial instrument has not increased signiﬁcantly since initial recognition if the ﬁnancial instrument is determined to have low credit risk at the reporting date. A ﬁnancial instrument is determined to have low credit risk if: (i) The ﬁnancial instrument has a low risk of default, (ii) The debtor has a strong capacity to meet its contractual cash ﬂow obligations in the near term, and (iii) Adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulﬁl its contractual cash ﬂow obligations. 56 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 57 CAMELLIA PLC ACCOUNTING POLICIES The Group considers a ﬁnancial asset to have low credit risk when the asset has external credit rating of ‘investment grade’ in accordance with the globally understood deﬁnition or if an external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty has a strong ﬁnancial position and there is no past due amounts. The Group regularly monitors the eﬀectiveness of the criteria used to identify whether there has been a signiﬁcant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying any signiﬁcant increase in credit risk before the amount becomes past due. (ii) Deﬁnition of default The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that ﬁnancial assets that meet either of the following criteria are generally not recoverable: n When there is a breach of ﬁnancial covenants by the debtor; or n Information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group). Irrespective of the above analysis, the Group considers that default has occurred when a ﬁnancial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that diﬀerent default criterion is more appropriate. (iii) Credit impaired ﬁnancial assets A ﬁnancial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash ﬂows of that ﬁnancial asset have occurred. Evidence that a ﬁnancial asset is credit impaired includes observable data about the following events: (a) Signiﬁcant ﬁnancial diﬃculty of the issuer or the borrower; (b) A breach of contract, such as a default or past due event (see (ii) above); (c) The lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s ﬁnancial diﬃculty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider; (d) It is becoming probable that the borrower will enter bankruptcy or other ﬁnancial reorganisation; or (e) A disappearance of an active market for that ﬁnancial asset because of ﬁnancial diﬃculties. (iv) Write oﬀ policy The Group writes oﬀ a ﬁnancial asset when there is information indicating that the debtor is in severe ﬁnancial diﬃculty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written oﬀ may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in proﬁt or loss. (v) Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for ﬁnancial assets, this is represented by the assets’ gross carrying amount at the reporting date; for ﬁnancial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group’s understanding of the speciﬁc future ﬁnancing needs of the debtors, and other relevant forward-looking information. 57 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 58 CAMELLIA PLC ACCOUNTING POLICIES For ﬁnancial assets, the expected credit loss is estimated as the diﬀerence between all contractual cash ﬂows that are due to the Group in accordance with the contract and all the cash ﬂows that the Group expects to receive, discounted at the original eﬀective interest rate. For a lease receivable, the cash ﬂows used for determining the expected credit losses is consistent with the cash ﬂows used in measuring the lease receivable in accordance with IFRS 16 Leases. The Group recognises an impairment gain or loss in proﬁt or loss for all ﬁnancial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised in other comprehensive income and accumulated in reserves, and does not reduce the carrying amount of the ﬁnancial asset in the balance sheet. Derecognition of ﬁnancial assets The Group derecognises a ﬁnancial asset only when the contractual rights to the cash ﬂows from the asset expire, or when it transfers the ﬁnancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred ﬁnancial asset, the Group continues to recognise the ﬁnancial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a ﬁnancial asset measured at amortised cost, the diﬀerence between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in proﬁt or loss. In addition, on derecognition of an investment in a debt instrument classiﬁed as at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassiﬁed to proﬁt or loss. In contrast, on derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassiﬁed to proﬁt or loss, but is transferred to retained earnings. Other investments – heritage assets Other investments comprise ﬁne art, documents, manuscripts and philately which are measured at cost as fair value cannot be reliably measured. Investments in subsidiary companies Investments in subsidiary companies are included at cost plus incidental expenses less any provision for impairment. Impairment reviews are performed by the Directors when there has been an indication of potential impairment. Impairment of non-ﬁnancial assets The Group has signiﬁcant investments in intangible assets, property, plant and equipment, investment properties, biological assets, associated companies, ﬁnancial assets and other investments. These assets are tested for impairment when circumstances indicate there may be a potential impairment. Goodwill and intangible assets with an indeﬁnite useful life are tested for impairment at least annually. Factors considered which could trigger an impairment review include a signiﬁcant fall in market values, signiﬁcant underperformance relative to historical or projected future operating results, a major change in market conditions or negative cash ﬂows. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash ﬂows are discounted to their present value using a pre-tax discount rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the asset for which the estimates of future cash ﬂows have not been adjusted. 58 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 59 CAMELLIA PLC ACCOUNTING POLICIES Where the asset does not generate cash ﬂows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identiﬁed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identiﬁed. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in proﬁt or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in proﬁt or loss. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in proﬁt or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase. Inventories Agricultural produce included within inventory largely comprises stock of 'black' tea. In accordance with IAS 41, on initial recognition, agricultural produce is required to be measured at fair value less estimated point of sale costs. Other inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and selling expenses. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. Discontinued operations and assets classiﬁed as held for sale A discontinued operation is a separate major line of business or geographic area of operation that has either been disposed of, abandoned or is part of a plan to dispose of a major line of business or geographic area. An operation is classiﬁed as a discontinued operation in the year that the above criteria are met. In the consolidated Income Statement, proﬁt/loss from discontinued operations is reported separately from the results from continuing operations. Prior periods Income Statement and cash ﬂow are presented on a comparable basis. Assets classiﬁed as held for sale are measured at the lower of the carrying amount and fair value less costs to sell. Assets are classiﬁed as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classiﬁcation. 59 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 60 CAMELLIA PLC ACCOUNTING POLICIES Trade payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at fair value and subsequently measured at amortised cost using the eﬀective interest method. Borrowings Interest-bearing bank loans and overdrafts are initially recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the Income Statement using the eﬀective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include ﬁxed payments (including in-substance ﬁxed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reﬂects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reﬂect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modiﬁcation, a change in the lease term, a change in the in-substance ﬁxed lease payments or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of oﬃce equipment that are considered of low value (i.e. below £0.01 million ). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable proﬁt for the year. Taxable proﬁt diﬀers from net proﬁt as reported in the income statement 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 Group liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 60 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 61 CAMELLIA PLC ACCOUNTING POLICIES Deferred tax is the tax expected to be payable or recoverable on diﬀerences between the carrying amount of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt, and is accounted for using the liability method. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than in a business combination, that at the time of the transaction aﬀects neither accounting nor taxable proﬁt or loss. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related tax asset is realised or the tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable proﬁt will be available against which the temporary diﬀerences can be utilised. Deferred income tax assets and liabilities are oﬀset when there is a legally enforceable right to oﬀset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or diﬀerent taxable entities where there is an intention to settle the balances on a net basis. Deferred tax is provided on temporary diﬀerences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary diﬀerence is controlled by the Group and it is probable that the temporary diﬀerence will not reverse in the foreseeable future. Employee beneﬁts (i) Pension obligations Group companies operate various pension schemes. The schemes are funded through payments to insurance companies or trustee-administered funds. The Group has both deﬁned beneﬁt and deﬁned contribution plans. A deﬁned contribution plan is a pension plan under which the Group pays ﬁxed contributions into a separate fund. The Group has no legal or constructive obligations to pay further contributions to the fund. Contributions are recognised as an expense in the Income Statement when they are due. A deﬁned beneﬁt plan is a pension plan that deﬁnes an amount of pension beneﬁt that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The pension cost for deﬁned beneﬁt schemes is assessed in accordance with the advice of qualiﬁed independent actuaries using the "projected unit" funding method. The liability recognised in the Balance Sheet in respect of deﬁned beneﬁt pension plans is the present value of the deﬁned beneﬁt obligation at the balance sheet date less the fair value of plan assets. Independent actuaries calculate the obligation annually using the "projected unit" funding method. Actuarial gains and losses arising from experience adjustments and changes in actuarial adjustments are recognised in full in the period in which they occur, they are not recognised in the Income Statement and are presented in the Statement of Comprehensive Income. Past service costs are recognised directly in the Income Statement. (ii) Other post-employment beneﬁt obligations Some Group companies have unfunded obligations to pay terminal gratuities to employees. Provisions are made for the estimated liability for gratuities as a result of services rendered by employees up to the balance sheet date and any movement in the provision is recognised in the Income Statement. The estimated monetary liability for employees' accrued annual leave entitlement and workers proﬁt participation at the balance sheet date is recognised as an accrual. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outﬂow of resources will be required to settle the obligation and the amount has been reliably estimated. 61 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 62 CAMELLIA PLC ACCOUNTING POLICIES Share capital Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax eﬀects, is included in equity attributable to the Company’s equity holders. Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s ﬁnancial statements in the period in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid. Critical accounting judgements and key sources of estimation uncertainty In the view of the Directors, the following accounting judgements and estimations have been made in the process of applying the Group’s accounting policies which have a signiﬁcant eﬀect on the amounts recognised in ﬁnancial statements. Critical judgements in applying the Group's accounting policies The following are critical judgements not being judgements involving estimations (which are dealt with below) that the Directors have made in the process of applying the Group's accounting policies. Signiﬁcant judgement in determining the lease term of contracts with renewal options The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has the option, under some of its leases to lease the assets for additional terms. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a signiﬁcant event or change in circumstances that is within its control and aﬀects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). Key sources of estimation uncertainty Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting will, by deﬁnition, seldom equal the actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year are set out below. 62 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 63 CAMELLIA PLC ACCOUNTING POLICIES (i) Estimation of useful lives of bearer plants Estimates and assumptions made to determine bearer plants carrying values and related depreciation are signiﬁcant to the Group’s ﬁnancial position and performance. The annual depreciation charge is determined after estimating an asset’s expected useful life and its residual value at the end of its life. The useful lives and residual values of the Group’s bearer plants are determined by management at the time of acquisition or planting and reviewed annually for appropriateness. The Group derives useful economic lives based on experience of similar assets, including use of third party experts at the time of acquisition of assets. Climate change will also impact useful lives. In the short-term, increases in the volatility of weather patterns have the potential to increase plant deaths. Long-term these factors could reduce useful lives by suppressing yields and/or increasing the cost of taking mitigating actions. Emerging governmental policies relating to climate change are also considered when reviewing the appropriateness of useful economic lives. A decrease in the average useful life for all our bearer plants in aggregate by 10% or 20% would result in additional depreciation of £0.5 million or £1.0 million respectively. (ii) Impairment of assets The assessment of the recoverable amount for each group of CGUs is subject to a number of assumptions. Management performs periodic reviews of goodwill and other intangible and tangible assets for indications of impairment. The Group estimates the value in use of the cash-generating units to which the goodwill, intangible and tangible assets with indeﬁnite/ﬁnite useful life are allocated. Estimating the value in use requires the Group, with the help of independent professional valuers where applicable, to make an estimate of the expected future cash ﬂows from the cash-generating units and also to choose suitable discount rates in order to calculate the present value of those cash ﬂows. Impairment tests are sensitive to forecasted EBITDA, growth rates and discount rates and changes in these assumptions may result in changes in recoverable values. In determining appropriate assumptions consideration is given to the impact of weather patterns on future yields and operating costs. The carrying amount of the Group’s goodwill and indeﬁnite/ﬁnite life intangible assets at the balance sheet date is disclosed in note 16. (iii) Biological assets Biological assets are carried at fair value less estimated point-of-sale costs. Where meaningful market- determined prices do not exist to assess the fair value of biological assets, the fair value has been determined based on the net present value of expected future cash ﬂows from those assets, discounted at appropriate pre-tax rates. In determining the fair value of biological assets where the discounting of expected future cash ﬂows has been used, the Directors have made certain assumptions about expected life-span of the plantings, yields, selling prices, costs and discount rates. Details of assumptions made and sensitivity analysis are given in note 20. (iv) Retirement beneﬁt obligations Pension accounting requires certain assumptions to be made in order to value obligations and to determine the impact on the Income Statement. These ﬁgures are particularly sensitive to assumptions for discount rates, life expectancy and inﬂation rates. Details of assumptions made and sensitivity analysis are given in note 36. (v) Taxation and other liabilities Income tax liabilities include a number of provisions including in respect of open tax years based on management’s interpretation of country speciﬁc tax law and the likelihood of settlement. This can involve a signiﬁcant amount of judgement as tax legislation can be complex and open to diﬀerent interpretation. Management uses professional ﬁrms and previous experience when assessing tax risks. Where actual tax liabilities diﬀer from the provisions, adjustments are made which can have a material impact on the Group’s proﬁts for the year. The Group records reasoned estimates of uncertain tax positions where it is assessed on the balance of probabilities that an adjustment is likely. It is not practicable to quantify the range of outcomes with the application of sensitivity analyses. Tax provision movements are disclosed in note 9. Signiﬁcant unprovided contingent tax liabilities are disclosed in note 42. 63 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 64 CAMELLIA PLC ACCOUNTING POLICIES (vi) Provisions and other liabilities Provisions include a number of provisions in respect of ongoing wage and bonus negotiations which are based on management’s judgement of the expected outcome of these negotiations. Where actual wage and bonus awards diﬀer from the provisions, adjustments are made which can have a material impact on the Group’s proﬁts for the year. Provision movements are disclosed in note 34. Changes in accounting policy and disclosures (i) New and amended standards adopted by the Group In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily eﬀective for an accounting period that begins on or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in these ﬁnancial statements. Amendments to IFRS 3 – Reference to the Conceptual Framework The Group has adopted the amendments to IFRS 3 Business Combinations for the ﬁrst time in the current year. The amendments update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement that, for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer applies IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events. For a levy that would be within the scope of IFRIC 21 Levies, the acquirer applies IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. Amendments to IAS 16 Property, Plant and Equipment—Proceeds before Intended Use The Group has adopted the amendments to IAS 16 for the ﬁrst time in the current year. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds and related costs in proﬁt or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories. The amendments also clarify the meaning of 'testing whether an asset is functioning properly'. IAS 16 now speciﬁes this as assessing whether the technical and physical performance of the asset is such that it is capable of being used in the production or supply of goods or services, for rental to others, or for administrative purposes. If not presented separately in the statement of comprehensive income, the ﬁnancial statements shall disclose the amounts of proceeds and cost included in proﬁt or loss that relate to items produced that are not an output of the entity’s ordinary activities, and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost. Annual Improvements to IFRS Standards 2018–2020 The Group has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle for the ﬁrst time in the current year. The Annual Improvements include amendments to four standards. IFRS 1 First-time Adoption of International Financial Reporting Standards The amendment provides additional relief to a subsidiary which becomes a ﬁrst-time adopter later than its parent in respect of accounting for cumulative translation diﬀerences. As a result of the amendment, a subsidiary that uses the exemption in IFRS 1:D16(a) can now also elect to measure cumulative translation diﬀerences for all foreign operations at the carrying amount that would be included in the parent’s consolidated ﬁnancial statements, based on the parent’s date of transition to IFRS Accounting Standards, if no adjustments were made for consolidation procedures and for the eﬀects of the business combination in which the parent acquired the subsidiary. A similar election is available to an associate or joint venture that uses the exemption in IFRS 1:D16(a). 64 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 65 CAMELLIA PLC ACCOUNTING POLICIES IFRS 9 Financial Instruments The amendment clariﬁes that in applying the ‘10 per cent’ test to assess whether to derecognise a ﬁnancial liability, an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf. IFRS 16 Leases The amendment removes the illustration of the reimbursement of leasehold improvements. IAS 41 Agriculture The amendment removes the requirement in IAS 41 for entities to exclude cash ﬂows for taxation when measuring fair value. This aligns the fair value measurement in IAS 41 with the requirements of IFRS 13 Fair Value Measurement to use internally consistent cash ﬂows and discount rates and enables preparers to determine whether to use pre-tax or post-tax cash ﬂows and discount rates for the most appropriate fair value measurement. (ii) Standards, amendments and interpretations to existing standards that are not yet eﬀective and have not been adopted early by the Group At the date of authorisation of these ﬁnancial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet eﬀective: IFRS 17 (including the June 2020 and Insurance contracts December 2021 Amendments to IFRS 17) Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Amendments to IAS 1 Classiﬁcation of Liabilities as Current or Non-current Amendments to IAS 1 and IFRS Practice Classiﬁcation of Liabilities as Current or Non-current Statement 2 Disclosure of Accounting Policies Amendments to IAS 8 Deﬁnition of Accounting Estimates Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction The Directors do not expect that the adoption of the Standards listed above will have a material impact on the ﬁnancial statements of the Group in future periods, except if indicated below. Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Speciﬁcally, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognised in the parent’s proﬁt or loss only to the extent of the unrelated investors’ interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in the former parent’s proﬁt or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture. The eﬀective date of the amendments has yet to be set by the Board; however, earlier application of the amendments is permitted. The Directors of the Company anticipate that the application of these amendments may have an impact on the Group's consolidated ﬁnancial statements in future periods should such transactions arise. 65 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 66 CAMELLIA PLC ACCOUNTING POLICIES Amendments to IAS 1 – Classiﬁcation of Liabilities as Current or Non-current The amendments to IAS 1, published in January 2020, aﬀect only the presentation of liabilities as current or non-current in the statement of ﬁnancial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items. The amendments clarify that the classiﬁcation of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classiﬁcation is unaﬀected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a deﬁnition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with early application permitted. The IASB is currently considering further amendments to the requirements in IAS 1 on classiﬁcation of liabilities as current or non-current, including deferring the application of the January 2020 amendments. Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements—Disclosure of Accounting Policies The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendment replaces all instances of the term ‘signiﬁcant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s ﬁnancial statements, it can reasonably be expected to inﬂuence decisions that the primary users of general purpose ﬁnancial statements make on the basis of those ﬁnancial statements. The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material. The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four- step materiality process’ described in IFRS Practice Statement 2. The amendments to IAS 1 are eﬀective for annual periods beginning on or after 1 January 2023, with earlier application permitted and are applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an eﬀective date or transition requirements. Amendments to IAS 8 Accounting Policies Changes in Accounting Estimates and Errors— Deﬁnition of Accounting Estimates The amendments replace the deﬁnition of a change in accounting estimates with a deﬁnition of accounting estimates. Under the new deﬁnition, accounting estimates are “monetary amounts in ﬁnancial statements that are subject to measurement uncertainty”. The deﬁnition of a change in accounting estimates was deleted. However, the IASB retained the concept of changes in accounting estimates in the Standard with the following clariﬁcations: n n a change in accounting estimate that results from new information or new developments is not the correction of an error; and the eﬀects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors. The IASB added two examples (Examples 4-5) to the Guidance on implementing IAS 8, which accompanies the Standard. The IASB has deleted one example (Example 3) as it could cause confusion in light of the amendments. 66 265644 Camellia R&A pp51-pp67.qxp 03/05/2023 18:57 Page 67 CAMELLIA PLC ACCOUNTING POLICIES The amendments are eﬀective for annual periods beginning on or after 1 January 2023 to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted. Amendments to IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single Transaction The amendments introduce a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary diﬀerences. Depending on the applicable tax law, equal taxable and deductible temporary diﬀerences may arise on initial recognition of an asset and liability in a transaction that is not a business combination and aﬀects neither accounting nor taxable proﬁt. For example, this may arise upon recognition of a lease liability and the corresponding right-of-use asset applying IFRS 16 at the commencement date of a lease. Following the amendments to IAS 12, an entity is required to recognise the related deferred tax asset and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria in IAS 12. The IASB also added an illustrative example to IAS 12 that explains how the amendments are applied. The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period an entity recognises: n a deferred tax asset (to the extent that it is probable that taxable proﬁt will be available against which the deductible temporary diﬀerence can be utilised) and a deferred tax liability for all deductible and taxable temporary diﬀerences associated with: – – right-of-use assets and lease liabilities decommissioning, restoration and similar liabilities and the corresponding amounts recognised as part of the cost of the related asset; n the cumulative eﬀect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at that date. The amendments are eﬀective for annual reporting periods beginning on or after 1 January 2023, with earlier application permitted. The Directors of the Company anticipate that the application of these amendments may have an impact on the Group's consolidated ﬁnancial statements in future periods should such transactions arise. 67 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 68 CAMELLIA PLC NOTES TO THE ACCOUNTS 1 Business and geographical segments The principal activities of the Group are as follows: Agriculture Engineering For management reporting purposes these activities form the basis on which the Group reports its primary divisions. Geographic operations in the Agriculture segment have been aggregated as they are either producing primary crops or processing those crops to completed products. In addition, the Group holds a number of investments. Segment information about these businesses is presented below: Continuing operations Revenue External sales Adjusted trading proﬁt/(loss) Separately disclosed items (note 4) Trading proﬁt/(loss) Share of associates' results Proﬁt on disposal of assets classiﬁed as held for sale Impairment of intangible assets, investment properties and plant and equipment Loss on disposal of subsidiaries Proﬁt on disposal of ﬁnancial assets Operating (loss)/proﬁt Comprising – adjusted operating proﬁt/(loss) before tax – proﬁt on disposal of assets classiﬁed as held for sale – impairment of intangible assets and property, plant and equipment – loss on disposal of subsidiaries – release of provisions for wage increases – acquisition deal costs – restructuring costs Investment income Net ﬁnance income/(costs) (Loss)/proﬁt before tax Taxation (Loss)/proﬁt for the year from continuing operations Proﬁt for the year from discontinued operations (Loss)/proﬁt after tax Other information Segment assets Investments in associates Unallocated assets Discontinued operations Consolidated total assets Segment liabilities Unallocated liabilities Discontinued operations Consolidated total liabilities 68 Agriculture 2022 £’m 2021 £’m Engineering 2022 £’m 2021 £’m Unallocated 2021 2022 £’m £’m Consolidated 2021 2022 £’m £’m 1.0 13.2 15.3 283.0 238.9 15.5 – 255.3 –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– 1.9 (1.1) –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– 0.8 7.2 (10.0) 7.2 6.1 (3.1) (8.6) (3.1) (2.3) – (0.8) – (8.8) (1.2) (8.6) – (2.3) – (0.8) – 15.5 – 13.0 0.1 13.1 – 6.1 – 297.2 1.1 – – – – 1.8 – 1.8 – – – 0.2 (10.0) – 0.3 (0.5) (0.1) 0.2 –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– 7.6 (10.1) – 0.3 (0.5) (0.1) – (0.1) – – (10.0) (2.9) (2.8) (0.8) (5.0) 13.3 – – – – – – 5.8 15.8 13.2 (0.8) (2.3) (11.7) (1.6) 3.3 9.3 – – – – 1.8 – 1.8 – – – – 5.8 – – – – – – 13.3 (2.9) (0.8) (10.0) (1.2) – (0.1) – – – – – – 0.6 – (0.5) (0.5) (0.1) – – – (10.1) – – – – (0.5) (0.1) 0.6 (1.2) (0.5) –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– 7.6 0.5 (1.0) –––––– –––––– 7.1 (2.6) –––––– –––––– 4.5 - –––––– –––––– 4.5 –––––– –––––– (5.0) 0.4 0.9 (3.7) (12.2) (15.9) 7.6 (10.0) (2.8) (8.3) 373.9 386.3 10.8 10.6 (82.7) (77.8) (7.4) (8.0) 571.8 384.7 73.3 113.8 – 396.9 72.6 106.0 18.0 –––––– –––––– 593.5 –––––– –––––– (85.8) (64.8) (5.6) –––––– –––––– (156.2) –––––– –––––– (90.1) (64.0) – (154.1) 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 69 CAMELLIA PLC NOTES TO THE ACCOUNTS 1 Business and geographical segments (continued) Capital expenditure Depreciation Amortisation Impairments Continuing Total Continuing Total Continuing Total Continuing Total Agriculture 2022 £’m 2021 £’m Engineering 2022 £’m 2021 £’m Unallocated 2021 2022 £’m £’m Consolidated 2021 2022 £’m £’m 14.1 9.4 0.3 0.3 2.5 1.0 (13.8) (11.9) (0.5) (1.0) (0.1) (0.1) (0.1) (10.0) – – – – – – (0.5) (0.1) – – 16.9 17.3 (14.4) (16.1) (0.1) (0.1) (10.1) 10.7 11.6 (13.0) (14.9) – (0.1) (0.5) (0.5) Segment assets consist primarily of intangible assets, property, plant and equipment, investment properties, biological assets, prepaid operating leases, inventories, trade and other receivables and cash and cash equivalents. Receivables for tax have been excluded. Investments in associates, valued using the equity method, have been shown separately in the segment information. Segment liabilities are primarily those relating to the operating activities and generally exclude liabilities for taxes, short-term loans, ﬁnance leases and non-current liabilities. Geographical segments The Group operations are based in eight main geographical areas. The United Kingdom is the home country of the parent. The principal geographical areas in which the Group operates are as follows: United Kingdom Bangladesh India Kenya Malawi South Africa Tanzania South America The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major geographical regions: United Kingdom Continental Europe Bangladesh India Kenya Malawi South Africa North America South America Other At a point in time 2021 2022 £’m £’m Over time 2022 £’m 2021 £’m Total 2022 £’m 2021 £’m 54.1 29.9 24.2 97.5 38.0 6.9 2.0 8.4 13.4 21.8 –––––––––– 296.2 –––––––––– 30.2 20.2 24.0 97.9 32.2 13.1 1.5 7.0 8.5 19.6 –––––––––– 254.2 –––––––––– 0.9 – – – – 0.1 – – – – –––––––––– 1.0 –––––––––– 1.0 – – – – 0.1 – – – – –––––––––– 1.1 –––––––––– 55.0 29.9 24.2 97.5 38.0 7.0 2.0 8.4 13.4 21.8 –––––––––– 297.2 –––––––––– 31.2 20.2 24.0 97.9 32.2 13.2 1.5 7.0 8.5 19.6 –––––––––– 255.3 –––––––––– 69 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 70 CAMELLIA PLC NOTES TO THE ACCOUNTS 1 Business and geographical segments (continued) The following is an analysis of the carrying amount of segment assets and additions to property, plant and equipment and investment properties, analysed by the geographical area in which the assets are located: United Kingdom Bangladesh India Kenya Malawi South Africa Tanzania North America South America Continuing Discontinued – United Kingdom Carrying amount of segment assets 2022 £’m 2021 £’m Additions to property, plant and equipment 2021 £’m 2022 £’m Additions to investment properties 2021 £’m 2022 £’m 55.9 50.9 101.1 96.4 45.3 15.9 4.1 – 15.1 –––––––––– 384.7 – –––––––––– 384.7 –––––––––– 71.7 63.4 97.2 89.5 46.5 14.6 2.8 0.1 11.1 –––––––––– 396.9 18.0 –––––––––– 414.9 –––––––––– 1.6 2.4 2.8 3.8 0.6 1.4 1.1 – 0.7 –––––––––– 14.4 0.4 –––––––––– 14.8 –––––––––– 0.6 1.9 2.2 2.7 0.1 1.1 0.9 – 0.3 –––––––––– 9.8 0.9 –––––––––– 10.7 –––––––––– 2.5 – – – – – – – – –––––––––– 2.5 – –––––––––– 2.5 –––––––––– 0.9 – – – – – – – – –––––––––– 0.9 – –––––––––– 0.9 –––––––––– 2 Revenue An analysis of the Group's revenue is as follows: Sale of goods Engineering services revenue Property rental revenue Total Group revenue Other operating income Investment income Interest income Total Group income 2022 £’m 2021 £’m 283.0 13.2 1.0 ––––––––––– 297.2 4.4 0.4 2.0 ––––––––––– 304.0 ––––––––––– 238.9 15.3 1.1 ––––––––––– 255.3 2.6 0.5 2.2 ––––––––––– 260.6 ––––––––––– Disaggregation of revenue from contracts with customers: At a point in time 2021 2022 £’m £’m Over time 2022 £’m 2021 £’m Sale of goods Engineering services revenue Property rental revenue Total Group revenue 70 283.0 13.2 – 238.9 15.3 – – – 1.1 ––––––––––– ––––––––––– ––––––––––– ––––––––––– 1.1 ––––––––––– ––––––––––– ––––––––––– ––––––––––– – – 1.0 254.2 296.2 1.0 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 71 CAMELLIA PLC NOTES TO THE ACCOUNTS 3 Trading proﬁt The following items have been included in arriving at trading proﬁt: Employment costs (note 14) Inventories: Cost of inventories recognised as an expense (included in cost of sales) Cost of inventories provision recognised as an expense (included in cost of sales) Fair value gain included in Made Tea inventory Depreciation of property, plant and equipment: Owned assets Right-of-use assets Amortisation of intangibles (included in administrative expenses) Gain from change in fair value of non-current biological assets Proﬁt on disposal of property, plant and equipment Repairs and maintenance expenditure on property, plant and equipment Government grant income (included in other operating income) 2022 £’m 2021 £’m 118.1 108.7 181.8 163.7 2.7 – 0.2 0.2 13.4 2.7 0.1 1.5 0.1 9.9 – –––––––––– 13.3 1.6 0.1 1.5 – 7.9 0.4 –––––––––– During the year the Group beneﬁted from £nil (2021: £0.4 million) of government grants in the form of the UK Coronavirus Job Retention Scheme. In accordance with our accounting policy this credit is included in other operating income within the Income Statement over the same period as the staﬀ costs for which it compensates. Currency exchange (gains)/losses (credited)/charged to income include: Revenue Cost of sales Distribution costs Administrative expenses Other operating income Finance income and costs (0.4) 0.3 (0.2) – (0.1) (1.5) ––––––––––– (1.9) ––––––––––– – – – 0.2 – (0.4) ––––––––––– (0.2) ––––––––––– During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates: Audit services: Statutory audit: Parent company and consolidated ﬁnancial statements Subsidiary companies Tax compliance services 0.5 0.9 ––––––––––– 1.4 – ––––––––––– 1.4 ––––––––––– 0.3 0.8 ––––––––––– 1.1 – ––––––––––– 1.1 ––––––––––– 71 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 72 CAMELLIA PLC NOTES TO THE ACCOUNTS 4 Adjusted (loss)/proﬁt The Group’s income statement and segmental analysis separately identify a number of Alternative Performance Measures (APMs) in addition to those reported under IFRS. The Directors believe that the presentation of the results in this way, which is not meant to be a substitute for or superior to IFRS measures, is relevant to an understanding of the Group’s underlying trends, ﬁnancial performance and position. These APMs are also used to enhance the comparability of information between reporting periods and the Group’s divisions, by adjusting for non-recurring or uncontrollable factors which aﬀect IFRS measures, to aid the user in understanding the underlying performance. Our KPIs are aligned to our strategy. Consequently, APMs are consistent with how the business performance is planned and reported internally to the Board and Operating Committees to aid their decision making. The following items have been excluded from the adjusted (loss)/proﬁt measure and have been separately disclosed: n n During the year, assets previously classiﬁed as held for sale including a London property and a number of the Group's heritage assets and other items of art have been sold, realising a proﬁt of £1.8 million Impairment charges of £10.0 million in relation to the goodwill and property, plant and equipment relating to Bardsley England which arose from lower than expected proﬁtability of the operation due to the eﬀects of inﬂation arising from the Ukraine war n An impairment charge of £0.1 million in relation to one of the Group's investment properties In 2021, the following items were excluded from the adjusted proﬁt measure and have been separately disclosed: n n n n Restructuring costs at Bardsley England of £0.5 million Costs of acquisition of Bardsley England of £1.2 million A gain resulting from wage provision releases following wage agreements reached in the year of £0.6 million Impairment charges in relation to the property, plant and equipment relating to Abbey Metal Finishings and a related loss on sale of that business as reported in our interim results, totalling £0.6 million 5 Share of associates' results The Group's share of the results of associates is analysed below: 2022 £’m 2021 £’m (2.7) (0.4) –––––––––– (3.1) –––––––––– 7.6 (0.4) –––––––––– 7.2 –––––––––– (Loss)/proﬁt before tax Taxation (Loss)/proﬁt after tax 72 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 73 CAMELLIA PLC NOTES TO THE ACCOUNTS 6 Proﬁt on disposal of assets classiﬁed as held for sale During the year, assets previously classiﬁed as held for sale including a London property and a number of the Group's heritage assets and other items of art have been sold, realising a proﬁt of £1.8 million. Proceeds in relation to these disposals amounted to £4.5 million. 7 Impairments of intangible assets, investment properties and property, plant and equipment Impairment charges relating to Bardsley England of £10.0 million were recognised. Of this £3.6 million relates to goodwill bringing the carrying value to £nil and £6.4 million relates to property, plant and equipment. These have arisen due to the expected continuing impact of the downturn in the proﬁtability of that business due to the eﬀects of inﬂation arising from the Ukraine war as further discussed on page 12. In addition, an impairment charge of £0.1 million was incurred in relation to one of the Group's investment properties. In 2021, £0.5 million of impairment charges were recognised in relation to the property, plant and equipment of Abbey Metal Finishing and its German subsidiary Atﬁn. These companies were subsequently sold in the second half of 2021. 8 Finance income and costs Interest payable on loans and bank overdrafts Interest payable on leases Other interest payable Finance costs Finance income - interest income on short-term bank deposits Net exchange gain on foreign cash balances Employee beneﬁt expense (note 36) Net ﬁnance income/(costs) 2022 £’m 2021 £’m (1.3) (0.8) (0.1) –––––––––– (2.2) 2.0 1.5 (0.4) –––––––––– 0.9 –––––––––– (1.1) (0.6) (1.1) –––––––––– (2.8) 2.2 0.4 (0.8) –––––––––– (1.0) –––––––––– 73 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 74 CAMELLIA PLC NOTES TO THE ACCOUNTS 9 Taxation Analysis of charge in the year 2022 £’m £’m 2021 £’m Current tax UK corporation tax UK corporation tax at 19.00 per cent. (2021: 19.00 per cent.) Double tax relief Use of losses to shelter capital gain on disposal of ﬁnancial assets Adjustment in respect of prior years – – (0.2) – –––––––––– Foreign tax Corporation tax Adjustment in respect of prior years Total current tax Deferred tax Origination and reversal of timing diﬀerences United Kingdom Overseas Tax on (loss)/proﬁt from ordinary activities Factors aﬀecting tax charge for the year (Loss)/proﬁt on ordinary activities before tax Share of associated undertakings loss/(proﬁt) Group (loss)/proﬁt on ordinary activities before tax Tax on ordinary activities at the standard rate of corporation tax in the UK of 19.00 per cent. (2021: 19.00 per cent.) Eﬀects of: Adjustment to tax in respect of prior years Expenses not deductible for tax purposes Impairments not deductible for tax purposes Adjustment in respect of foreign tax rates Additional tax arising on dividends from overseas companies Proﬁts on disposals not subject to tax Other income not charged to tax Change in deferred tax not recognised Increase in tax losses carried forward Movement in other timing diﬀerences Total tax charge for the year 0.2 (0.2) (2.2) (0.2) –––––––––– (2.4) 6.3 0.9 –––––––––– 7.2 –––––––––– 4.8 (1.5) (0.7) –––––––––– (2.2) –––––––––– 2.6 –––––––––– 9.1 – –––––––––– 3.7 (0.4) –––––––––– (0.2) 9.1 –––––––––– 8.9 3.3 –––––––––– 12.2 –––––––––– (3.7) 3.1 –––––––––– (0.6) –––––––––– 7.1 (7.2) –––––––––– (0.1) –––––––––– (0.1) – (0.7) 0.3 1.9 0.8 1.7 (0.2) (0.4) 3.7 3.7 1.5 –––––––––– 12.2 –––––––––– 0.7 1.1 0.1 0.9 0.5 – (0.3) (3.7) 3.1 0.2 –––––––––– 2.6 –––––––––– The tax charge includes a deferred tax charge of £3.7 million (2021: credit of £3.7 million) relating to the reversal (2021: recognition) of deferred tax losses able to be utilised to oﬀset losses (2021: gains) in the UK pension scheme surplus recognised through other comprehensive income where the related equal and opposite charge arises in the Statement of Comprehensive Income. 74 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 75 CAMELLIA PLC NOTES TO THE ACCOUNTS 9 Taxation (continued) The tax charge includes a credit of £0.4 million (2021: £0.1 million) relating to the recognition of deferred tax losses able to be utilised to oﬀset gains in value of ﬁnancial assets at fair value through other comprehensive income where the related equal and opposite charge arises in the Statement of Comprehensive Income. The current tax charge includes a credit of £0.2m (2021: £2.2m) arising from use of losses to oﬀset gains on disposal of ﬁnancial assets held at fair value through other comprehensive income. The deferred tax charge includes an equal and opposite charge to reﬂect the impact of utilising previously unrecognised losses in the Statement of Comprehensive Income. 10 Discontinued operations On 16 December 2022, the Group entered into an unconditional agreement to sell Associated Cold Stores & Transport Limited, which was the Group’s Food Service operation. The disposal, which completed on 10 January 2023, was eﬀected in order to support the Group's strategy of focussing its investment activity on its core agriculture operations and for general working capital purposes. The eﬀective date of the transaction is 26 November 2022. Details of the assets and liabilities disposed of, and the calculation of the proﬁt or loss on disposal, are disclosed in note 40. The prior year ﬁgures in the consolidated income statement and the consolidated cashﬂow statement have been restated in accordance with IFRS 5 to report the discontinued operations separately from continuing operations. The results of the discontinued operations, which have been included in the proﬁt for the year, were as follows: 2021 Revenue Cost of sales Gross proﬁt Other operating income Administrative expenses Proﬁt on disposal of property, plant and equipment Net ﬁnance costs Proﬁt before tax Proﬁt on disposal of discontinued operations Attributable tax credit Net proﬁt attributable to discontinued operations (attributable to owners of the Company) Period ending Year ending 26 November 31 December 2022 £’m £’m 23.7 (18.4) –––––––––– 5.3 – (4.0) 0.5 (0.1) –––––––––– 1.7 3.8 2.1 –––––––––– 21.9 (17.6) –––––––––– 4.3 0.1 (4.3) – (0.1) –––––––––– – – – –––––––––– 7.6 –––––––––– – –––––––––– During the year, Associated Cold Stores & Transport Limited contributed £4.0 million (2021: £0.5 million) to the Group’s net operating cash ﬂows, paid £0.3 million (2021: £0.9 million) in respect of investing activities and paid £0.4 million (2021: £0.3 million) in respect of ﬁnancing activities. A proﬁt of £3.8 million arose on the disposal of Associated Cold Stores & Transport Limited, being the diﬀerence between the proceeds of disposal and the carrying amount of the subsidiary’s net assets at the eﬀective date of disposal. 75 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 76 CAMELLIA PLC NOTES TO THE ACCOUNTS 11 (Loss)/proﬁt for the year The (loss)/proﬁt of the Company was: 2022 £’m 2021 £’m (1.6) –––––––––– 6.5 –––––––––– The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 not to disclose its income statement. 12 Equity dividends Amounts recognised as distributions to equity holders in the period: Final dividend for the year ended 31 December 2021 of 102p (2020: 144p) per share Interim dividend for the year ended 31 December 2022 of 44p (2021: 44p) per share 2022 £’m 2021 £’m 2.8 4.0 1.2 –––––––––– 4.0 –––––––––– 1.2 –––––––––– 5.2 –––––––––– Dividends amounting to £0.1 million (2021: £0.1 million) have not been included as group companies hold 62,500 issued shares in the Company. These are classiﬁed as treasury shares. Proposed ﬁnal dividend for the year ended 31 December 2022 of 102p (2021: 102p) per share 2.8 –––––––––– 2.8 –––––––––– The proposed ﬁnal dividend for 2022 is subject to approval by the shareholders at the AGM and has not been included as a liability in these ﬁnancial statements. 13 (Loss)/earnings per share (EPS) 2022 Weighted average number of shares £’m Number Earnings EPS Pence 2021 Weighted average number of Loss shares £’m Number EPS Pence (20.6) 2,762,000 –––––––––– –––––––––– (745.8) –––––––––– 2.3 –––––––––– 2,762,000 –––––––––– 83.3 –––––––––– (13.0) 2,762,000 –––––––––– –––––––––– (470.7) –––––––––– 2.3 –––––––––– 2,762,000 –––––––––– 83.3 –––––––––– Basic and diluted EPS Attributable to ordinary shareholders - continuing operations Attributable to ordinary shareholders - continuing and discontinued operations Basic and diluted earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period, excluding those held by the Group as treasury shares (note 37). 76 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 77 CAMELLIA PLC NOTES TO THE ACCOUNTS 14 Employees Average number of employees by activity: Agriculture Engineering Food Service Central Management Employment costs: Wages and salaries Social security costs Employee beneﬁt obligations (note 36) – UK – Overseas Continuing operations Continuing and discontinued operations 2022 Number 2021 Number 2022 Number 2021 Number 79,447 132 – 35 78,041 204 – 32 78,041 204 237 32 ––––––––––– ––––––––––– ––––––––––– ––––––––––– 78,514 ––––––––––– ––––––––––– ––––––––––– ––––––––––– 79,447 132 246 35 79,614 78,277 79,860 2022 £'m 2021 £'m 2022 £'m 2021 £'m 99.5 1.8 0.8 6.6 107.9 2.2 0.6 7.4 106.5 2.5 1.4 6.6 ––––––––––– ––––––––––– ––––––––––– ––––––––––– 117.0 ––––––––––– ––––––––––– ––––––––––– ––––––––––– 115.1 2.9 1.2 7.4 118.1 108.7 126.6 Total remuneration paid to key employees who are members of the Executive Committees, excluding Directors of Camellia Plc, amounted to £1.9 million (2021: £2.4 million). 15 Emoluments of the directors Aggregate emoluments excluding pension contributions 2022 £’m 2021 £’m 2.6 –––––––––– 2.0 –––––––––– Emoluments of the highest paid director excluding pension contributions were £1.0 million (2021: £0.7 million), which included a loss of oﬃce payment of £0.7 million (2021: £nil). Further details of directors' emoluments are set out on pages 41 to 42. 77 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 78 CAMELLIA PLC NOTES TO THE ACCOUNTS 16 Intangible assets Group Cost At 1 January 2021 Subsidiaries joining the group Disposals At 1 January 2022 Subsidiary leaving the group At 31 December 2022 Amortisation At 1 January 2021 Charge for the year Disposals At 1 January 2022 Charge for the year Subsidiary leaving the group Impairment provision At 31 December 2022 Net book value at 31 December 2022 Net book value at 31 December 2021 Goodwill £’m Brands £’m 1.3 3.6 – –––––––––– 4.9 – –––––––––– 4.9 –––––––––– 0.3 – – –––––––––– 0.3 – 3.6 –––––––––– 3.9 –––––––––– 1.0 –––––––––– 4.6 –––––––––– 8.7 – – –––––––––– 8.7 – –––––––––– 8.7 –––––––––– 3.5 – – –––––––––– 3.5 – – –––––––––– 3.5 –––––––––– 5.2 –––––––––– 5.2 –––––––––– Computer software £’m 2.6 – (1.3) –––––––––– 1.3 (0.7) –––––––––– 0.6 –––––––––– 2.2 0.1 (1.3) –––––––––– 1.0 0.1 (0.6) – –––––––––– 0.5 –––––––––– 0.1 –––––––––– 0.3 –––––––––– Total £’m 12.6 3.6 (1.3) –––––––––– 14.9 (0.7) –––––––––– 14.2 –––––––––– 6.0 0.1 (1.3) –––––––––– 4.8 0.1 (0.6) 3.6 –––––––––– 7.9 –––––––––– 6.3 –––––––––– 10.1 –––––––––– Included in the carrying value of brands is £2.0 million and £3.2 million relating to the Indian tea brands acquired by Goodricke in 2017 and the Jing tea brand acquired by the Group in 2018 respectively. Both of these have been assessed as having an indeﬁnite life. These are considered to have an indeﬁnite useful life due to the continuing investment in maintaining their value. In accordance with the Group's accounting policy, goodwill and intangible assets are tested annually for impairment. As a result of this testing, an impairment of £3.6 million was made in the year to 31 December 2022 in relation to the goodwill on acquisition of Bardsley England. Goodwill consists of the following: Segment Agriculture Bardsley England Cash Generating Unit (CGU) Tea estates acquired in Assam, India Bardsley England 2022 Net Book Value £’m 1.0 – –––––––––– 1.0 –––––––––– 2021 Net Book Value £’m 1.0 3.6 –––––––––– 4.6 –––––––––– The valuation of the goodwill associated with Bardsley England has been re-assessed due to the impact of inﬂation arising from the Ukraine war on the expected proﬁtability of the business. The recoverable value of the goodwill was considered to be £nil. 78 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 79 CAMELLIA PLC NOTES TO THE ACCOUNTS 16 Intangible assets (continued) Tea estates acquired in Assam, India The recoverable value was considered to exceed the carrying value by £0.4 million. The valuation is based on multiples of the annual average production of the relevant estates. The multiple would need to decrease by 5% for any impairment to arise. Intangibles comprise brands owned relating to Jing Tea with a net book value of £3.6 million and £1.6 million for the Indian packet tea operations. The brands are assessed to have indeﬁnite lives. Indian brands The fair value less costs to sell of the Indian packet tea brands were signiﬁcantly in excess of the carrying value. No reasonably possible change in the key assumptions would result in a recoverable amount that was lower than the carrying amount. Jing Tea The fair value of the brand owned by Jing Tea was calculated using the Royalty Forgiven methodology. This is sensitive to input assumptions, particularly in relation to future growth, notably customer demand growth. A range of scenarios has been considered and the recoverable amount derived from these shows a recoverable amount in excess of the carrying value. The key assumptions and sensitivities are set out below: Change in assumption Impact on fair value Assumption of the brand Royalty rate Discount rate +1% £’m (0.8) 0.4 -1% £’m 0.8 (0.4) 4.2% 10.8% If forecasted revenues were to change by +/-5 % in every year it would have the eﬀect of a decrease/increase in the fair value of the brand of £0.2 million. 79 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 80 CAMELLIA PLC NOTES TO THE ACCOUNTS 17 Property, plant and equipment Group Deemed cost At 1 January 2021 Exchange diﬀerences Additions Disposals Transfer between categories Subsidiaries joining the group Reclassiﬁcation to investment properties Reclassiﬁcation to right-of-use assets Reclassiﬁcation to held for sale At 1 January 2022 Exchange diﬀerences Additions Disposals Transfer between categories Subsidiary leaving the group Reclassiﬁcation to held for sale At 31 December 2022 Depreciation At 1 January 2021 Exchange diﬀerences Charge for the year Disposals Transfer between categories Reclassiﬁcation to right-of-use assets Reclassiﬁcation to held for sale Impairment provision At 1 January 2022 Exchange diﬀerences Charge for the year Disposals Subsidiary leaving the group Reclassiﬁcation to held for sale Impairment provision At 31 December 2022 Net book value at 31 December 2022 Net book value at 31 December 2021 Assets in the course of construction included in the above: 2021 Additions Net book value at 31 December 2021 2022 Additions Net book value at 31 December 2022 Bearer plants £’m Land and buildings £’m Plant and machinery £’m 130.8 (3.0) 4.5 – 0.3 3.0 – – – –––––––––– 135.6 (4.1) 5.7 (0.2) – – – –––––––––– 137.0 –––––––––– 28.6 (0.8) 4.4 – – – – – –––––––––– 32.2 (1.3) 4.5 (0.1) – – 2.7 –––––––––– 38.0 –––––––––– 99.0 –––––––––– 103.4 –––––––––– 107.2 (1.2) 2.0 (0.1) 0.6 10.2 (3.1) (1.2) (3.6) –––––––––– 110.8 0.1 2.9 (0.6) (0.1) (31.4) (0.8) –––––––––– 80.9 –––––––––– 52.9 (0.3) 2.3 (0.1) 1.4 – (1.5) – –––––––––– 54.7 (0.1) 2.4 (0.3) (26.1) (0.1) 0.6 –––––––––– 31.1 –––––––––– 49.8 –––––––––– 56.1 –––––––––– 105.9 (1.6) 3.5 (2.5) 0.7 5.8 – (0.4) (8.1) –––––––––– 103.3 0.3 5.3 (3.8) 0.1 (15.7) – –––––––––– 89.5 –––––––––– 72.9 (0.8) 5.8 (2.1) (0.4) (0.3) (8.1) 0.5 –––––––––– 67.5 0.2 5.7 (3.1) (13.6) – 3.0 –––––––––– 59.7 –––––––––– 29.8 –––––––––– 35.8 –––––––––– Fixtures, ﬁttings and equipment £’m 19.1 (0.2) 0.7 (0.5) (1.6) 0.5 – – (1.9) –––––––––– 16.1 0.1 0.9 (0.3) – (2.4) – –––––––––– 14.4 –––––––––– 10.3 (0.2) 0.8 (0.4) (1.0) – (0.2) – –––––––––– 9.3 0.1 0.8 (0.3) (1.5) – 0.1 –––––––––– 8.5 –––––––––– 5.9 –––––––––– 6.8 –––––––––– 3.3 10.2 –––––––––– 0.4 0.6 –––––––––– 0.9 0.6 –––––––––– 0.1 – –––––––––– 3.9 9.7 –––––––––– 0.9 0.7 –––––––––– 1.4 0.9 –––––––––– 0.2 – –––––––––– Total £’m 363.0 (6.0) 10.7 (3.1) – 19.5 (3.1) (1.6) (13.6) –––––––––– 365.8 (3.6) 14.8 (4.9) – (49.5) (0.8) –––––––––– 321.8 –––––––––– 164.7 (2.1) 13.3 (2.6) – (0.3) (9.8) 0.5 –––––––––– 163.7 (1.1) 13.4 (3.8) (41.2) (0.1) 6.4 –––––––––– 137.3 –––––––––– 184.5 –––––––––– 202.1 –––––––––– 4.7 11.4 –––––––––– 6.4 11.3 –––––––––– 80 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 81 CAMELLIA PLC NOTES TO THE ACCOUNTS 17 Property, plant and equipment (continued) The impairment of £6.4 million relates to Bardsley England and arose due to the impact of inﬂation arising from the Ukraine war on expected proﬁtability of the operation. In 2021, the plant and machinery impairment provision of £0.5 million related to Abbey Metal Finishing and its subsidiary company Atﬁn and arose due to the impact of COVID on the aerospace industry. In 2021, the reclassiﬁcation to right-of-use assets arose from changes in land registration in Tanzania. 18 Right-of-use assets Group Deemed cost At 1 January 2021 Exchange diﬀerences Additions Disposals Reclassiﬁcation from property, plant and equipment Reclassiﬁcation to held for sale Subsidiaries joining the group At 1 January 2022 Exchange diﬀerences Additions Disposals Subsidiary leaving the group At 31 December 2022 Depreciation At 1 January 2021 Charge for the year Disposals Reclassiﬁcation from property, plant and equipment Reclassiﬁcation to held for sale At 1 January 2022 Charge for the year Disposals Subsidiary leaving the group At 31 December 2022 Net book value at 31 December 2022 Net book value at 31 December 2021 Plant and Land and buildings machinery £’m £’m Total £’m 17.9 (0.1) 0.6 (0.5) 1.2 (3.6) 14.0 ––––––––––– 29.5 0.1 0.3 (0.2) (1.3) ––––––––––– 28.4 ––––––––––– 1.5 1.2 (0.4) – (0.2) ––––––––––– 2.1 1.9 (0.1) (0.5) ––––––––––– 3.4 ––––––––––– 25.0 ––––––––––– 27.4 ––––––––––– 0.6 – 1.0 (0.2) 0.4 – 0.6 ––––––––––– 2.4 – 1.4 (0.4) (1.1) ––––––––––– 2.3 ––––––––––– 0.4 0.4 (0.1) 0.3 – ––––––––––– 1.0 0.8 (0.2) (0.4) ––––––––––– 1.2 ––––––––––– 1.1 ––––––––––– 1.4 ––––––––––– 18.5 (0.1) 1.6 (0.7) 1.6 (3.6) 14.6 ––––––––––– 31.9 0.1 1.7 (0.6) (2.4) ––––––––––– 30.7 ––––––––––– 1.9 1.6 (0.5) 0.3 (0.2) ––––––––––– 3.1 2.7 (0.3) (0.9) ––––––––––– 4.6 ––––––––––– 26.1 ––––––––––– 28.8 ––––––––––– 81 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 82 CAMELLIA PLC NOTES TO THE ACCOUNTS 18 Right-of-use assets (continued) The Group leases many assets including land, buildings and plant. The average lease term is 74 years (2021: 69 years). Leases that expired in the year and were replaced by new leases for identical or the same underlying assets resulted in additions to right-of-use assets of £1.4 million (2021: £1.0 million). The maturity analysis of lease liabilities is presented in note 33. Amounts recognised in the consolidated income statement: Interest expense on lease liabilities Expense relating to short-term leases 19 Investment properties Group Cost At 1 January 2021 Additions Reclassiﬁcation from property, plant and equipment At 1 January 2022 Additions At 31 December 2022 Depreciation At 1 January 2021 Charge for the year At 1 January 2022 Charge for the year Impairment provision At 31 December 2022 Net book value at 31 December 2022 Net book value at 31 December 2021 2022 £’m 2021 £’m 0.8 0.2 –––––––––– 0.7 0.1 –––––––––– £’m 20.5 0.9 3.1 –––––––––– 24.5 2.5 –––––––––– 27.0 –––––––––– 1.4 – –––––––––– 1.4 0.1 0.1 –––––––––– 1.6 –––––––––– 25.4 –––––––––– 23.1 –––––––––– Included in revenue is £1.0 million (2021: £1.1 million) of rental income generated from investment properties. Direct operating expenses relating to the investment property, the majority of which generated rental income in the period, amounted to £0.3 million (2021: £0.2 million). At the end of the year the fair value of Investment properties was £35.1 million (2021: £34.4 million) based on vacant possession. Investment properties were valued by the Directors (fair value hierarchy Level 2). 82 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 83 CAMELLIA PLC NOTES TO THE ACCOUNTS 20 Biological assets Non-current: Group At 1 January 2021 Exchange diﬀerences Additions Gains arising from changes in fair value less estimated point-of-sale costs Decreases due to harvesting At 1 January 2022 Exchange diﬀerences Additions Gains arising from changes in fair value less estimated point-of-sale costs Decreases due to harvesting At 31 December 2022 Current: Group Tea Edible nuts Soya Avocado Other Forestry £’m Livestock £’m Total £’m 11.7 (0.3) 0.4 1.0 – – 12.7 (0.3) 0.4 1.1 (0.5) –––––––––– 12.4 (0.1) 0.2 1.1 (0.6) –––––––––– 13.0 –––––––––– 0.4 (0.4) –––––––––– 1.0 – – 0.4 (0.3) –––––––––– 1.1 –––––––––– 1.5 (0.9) –––––––––– 13.4 (0.1) 0.2 1.5 (0.9) –––––––––– 14.1 –––––––––– 2022 £’m 2021 £’m 0.4 2.5 5.3 2.5 0.1 –––––––––– 10.8 –––––––––– 0.2 2.2 3.6 1.5 0.3 –––––––––– 7.8 –––––––––– Biological assets are carried at fair value. Where meaningful market-determined prices do not exist to assess the fair value of biological assets, the fair value has been determined based on the net present value of expected future cash ﬂows from those assets, discounted at appropriate pre-tax rates. In determining the fair value of biological assets where the discounting of expected future cash ﬂows has been used, the Directors have made certain assumptions about the expected life-span of the plantings, yields, selling prices and costs. There are no individually signiﬁcant unobservable inputs. The fair value of livestock is based on market prices of livestock of similar age and sex. New planting additions represent new areas planted to the particular crop at cost. As at 31 December 2022 the area planted to Forestry amounted to 5,798 Hectares (2021: 5,788) from which 145,856 cubic metres (2021: 157,687) were harvested during the year. Livestock numbers were 4,246 head (2021: 4,332) at 31 December 2022. 83 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 84 CAMELLIA PLC NOTES TO THE ACCOUNTS 20 Biological assets (continued) Fair value measurement All of the biological assets fall under level 3 of the hierarchy deﬁned in IFRS 13. The basis upon which the valuations are determined is set out in accounting policies on page 55. Valuations by external professional valuers and those derived from discounted cash ﬂows both make assumptions based on observable inputs of: yields, an increase in which will raise the value; costs, an increase in which will decrease the value; market prices, an increase in which will raise the value; life span of the plantings, an increase in which will raise the value; discount rates, an increase in which will decrease the value. These assumptions vary signiﬁcantly across diﬀerent countries, crops and varieties. In preparing these valuations a long term view is taken on the yields and prices achievable. The fair value of biological assets is sensitive to these assumptions, the more signiﬁcant of which are as follows: Non-current: – Forestry - a 10% movement in the market price for trees or volume of trees assumed would result in a £1.3 million (2021: £1.2 million) increase/decrease in the fair value of forestry. Current: – Macadamia - a 10% increase/decrease in the volumes or the prices assumed would result in a £1.1 million (2021: £0.9 million) increase/decrease in the fair value of macadamia growing crop. – Avocados - a 10% increase/decrease in the volumes assumed would result in a £0.2 million (2021: £0.2 million) increase/decrease in the fair value of Hass avocados growing crop. A 10% increase/decrease in selling price assumed would result in a £0.3 million (2021: £0.2 million) increase/decrease in the fair value of Hass avocados growing crop. – Soya - a 10% increase/decrease in the volume or the price assumed would result in a £0.6 million (2021: £0.4 million) increase/decrease in the fair value of soya growing crop. Financial risk management strategies The Group is exposed to ﬁnancial risks arising from changes in the prices of the agricultural products it produces. There are no futures markets available for the majority of crops grown by the Group. The Group's exposure to this risk is mitigated by the geographical spread of its operations, selective forward selling in certain instances when considered appropriate, and regular reviews of available market data on sales and production. The Group monitors closely the returns it achieves from its crops and considers replacing its biological assets when yields decline with age or markets change. Further ﬁnancial risk arises from changes in market prices of key cost components. Such costs are closely monitored. 21 Investments in subsidiaries Company Cost At 1 January and 31 December 2022 £’m 2021 £’m 73.5 –––––––––– 73.5 –––––––––– 84 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 85 CAMELLIA PLC NOTES TO THE ACCOUNTS 22 Investments in associates Group At 1 January Exchange diﬀerences Share of (loss)/proﬁt (note 5) Dividends Other equity movements At 31 December Provision for diminution in value At 1 January Exchange diﬀerences At 31 December Net book value at 31 December 2022 £’m 2021 £’m 98.9 9.8 (3.1) (3.2) 0.5 –––––––––– 102.9 –––––––––– 26.3 3.3 –––––––––– 29.6 –––––––––– 73.3 –––––––––– 93.7 0.8 7.2 (3.0) 0.2 –––––––––– 98.9 –––––––––– 26.1 0.2 –––––––––– 26.3 –––––––––– 72.6 –––––––––– Details of the Group's associates are shown in note 44. The Group's share of the results of its principal associates and its share of the assets (including goodwill) and liabilities are as follows: Country of incorporation Assets Liabilities Revenues £’m £’m £’m (Loss)/ proﬁt £’m Interest Market value £’m held % 2022 Listed BF&M United Finance Limited United Insurance Company Limited 2021 Listed BF&M United Finance Limited United Insurance Company Limited Bermuda Bangladesh 665.5 83.8 (574.4) (74.6) 41.2 3.1 (3.7) 0.5 Bangladesh 4.4 –––––––– 753.7 –––––––– (1.8) –––––––– (650.8) –––––––– 0.3 –––––––– 44.6 –––––––– 0.1 –––––––– (3.1) –––––––– Bermuda Bangladesh 684.2 84.6 (597.9) (74.7) 58.1 2.8 6.4 0.7 Bangladesh 4.3 –––––––– 773.1 –––––––– (1.6) –––––––– (674.2) –––––––– 0.3 –––––––– 61.2 –––––––– 0.1 –––––––– 7.2 –––––––– 36.9 38.4 37.0 37.4 38.4 37.0 59.3 9.2 6.1 –––––––– 74.6 –––––––– 57.7 13.0 9.3 –––––––– 80.0 –––––––– 85 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 86 CAMELLIA PLC NOTES TO THE ACCOUNTS 23 Equity investments at fair value through other comprehensive income Cost or fair value At 1 January Exchange diﬀerences Fair value adjustment Additions Disposals Fair value adjustment for disposal At 31 December Provision for diminution in value At 1 January Exchange diﬀerences Disposals At 31 December Net book value at 31 December Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m 28.4 2.7 (2.6) 0.1 (1.1) (1.1) –––––––––– 26.4 –––––––––– 0.7 0.1 (0.1) –––––––––– 0.7 –––––––––– 25.7 –––––––––– 43.8 – 0.8 3.5 (8.1) (11.6) –––––––––– 28.4 –––––––––– 1.2 – (0.5) –––––––––– 0.7 –––––––––– 27.7 –––––––––– 0.2 – – – – – –––––––––– 0.2 –––––––––– 0.2 – – –––––––––– 0.2 –––––––––– – –––––––––– 0.2 – – – – – –––––––––– 0.2 –––––––––– 0.2 – – –––––––––– 0.2 –––––––––– – –––––––––– Equity investments at fair value through other comprehensive income include the following: Group 2022 £’m 2021 £’m 0.9 7.2 8.5 2.0 0.8 0.5 5.4 0.4 –––––––––– 25.7 –––––––––– 0.6 8.3 9.0 2.7 0.8 0.4 5.3 0.6 –––––––––– 27.7 –––––––––– Listed securities: Equity securities - Bermuda Equity securities - Japan Equity securities - Switzerland Equity securities - US Equity securities - India Equity securities - Europe Equity securities - United Kingdom Equity securities - Other 86 265644 Camellia R&A pp68-pp87.qxp 03/05/2023 18:59 Page 87 CAMELLIA PLC NOTES TO THE ACCOUNTS 23 Equity investments at fair value through other comprehensive income (continued) Equity investments at fair value through other comprehensive income are denominated in the following currencies: Sterling US Dollar Euro Swiss Franc Indian Rupee Bermudian Dollar Japanese Yen Other 24 Money market investments at fair value through proﬁt or loss At 1 January Exchange diﬀerences Fair value adjustment Additions Disposals At 31 December Group 2022 £’m 2021 £’m 5.4 2.0 0.5 8.5 0.8 0.9 7.2 0.4 –––––––––– 25.7 –––––––––– 5.3 2.7 0.4 9.0 0.8 0.6 8.3 0.6 –––––––––– 27.7 –––––––––– Group 2022 £’m 2021 £’m 9.9 0.2 0.3 2.8 (4.6) –––––––––– 8.6 –––––––––– 5.3 – 0.1 5.4 (0.9) –––––––––– 9.9 –––––––––– Money market investments at fair value through proﬁt or loss include the following: Listed securities: Money market - Bermuda Money market - Brazil Money market - India Group 2022 £’m 2021 £’m 0.1 0.6 7.9 –––––––––– 8.6 –––––––––– 1.6 – 8.3 –––––––––– 9.9 –––––––––– 87 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 88 CAMELLIA PLC NOTES TO THE ACCOUNTS 24 Money market investments at fair value through proﬁt or loss (continued) Money market investments at fair value through proﬁt or loss are denominated in the following currencies: Group 2022 £’m 0.1 0.6 7.9 –––––––––– 8.6 –––––––––– 1.3 7.3 –––––––––– 8.6 –––––––––– 2021 £’m 1.6 – 8.3 –––––––––– 9.9 –––––––––– 2.7 7.2 –––––––––– 9.9 –––––––––– Group 2022 £’m 2021 £’m 2.6 0.1 (1.4) –––––––––– 1.3 –––––––––– 2.7 (0.1) – –––––––––– 2.6 –––––––––– 2022 £’m 2021 £’m – 1.3 1.3 –––––––––– 1.3 –––––––––– – 1.3 –––––––––– 1.3 –––––––––– 1.3 –––––––––– 2.6 –––––––––– 1.3 1.3 –––––––––– 2.6 –––––––––– US Dollar Brazil Real Indian Rupee Current Non-Current 25 Debt investments at amortised cost At 1 January Exchange diﬀerences Disposals At 31 December Debt investments at amortised cost comprises: Treasury infrastructure bonds - 12.2% to 12.5% interest payable twice yearly and redeemable in November 2022 - Kenya Treasury infrastructure bonds - 12.5% interest payable twice yearly and redeemable in November 2024 - Kenya Current Non-Current 88 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 89 CAMELLIA PLC NOTES TO THE ACCOUNTS 26 Other investments - heritage assets Cost At 1 January Additions Disposals Reclassiﬁcation to held for sale At 31 December Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m 8.7 0.1 – – –––––––––– 8.8 –––––––––– 9.8 – (0.1) (1.0) –––––––––– 8.7 –––––––––– 8.8 0.1 – – –––––––––– 8.9 –––––––––– 11.0 – (0.1) (2.1) –––––––––– 8.8 –––––––––– Heritage assets comprise the Group's and Company's investment in ﬁne art, philately, documents and manuscripts. The market value of these collections is expected to be in excess of book value. 27 Inventories Group Made Tea Other agricultural produce Work in progress Trading stocks Raw materials and consumables 2022 £’m 2021 £’m 26.3 13.3 0.1 1.3 19.4 –––––––––– 60.4 –––––––––– 25.7 7.8 0.1 1.1 17.0 –––––––––– 51.7 –––––––––– Made tea inventories include the fair value of green leaf which includes a fair value uplift of £nil million (2021: £0.2 million). Other agricultural produce is net of a £2.7 million (2021: £0.2 million) provision which has been recognised as an expense. 89 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 90 CAMELLIA PLC NOTES TO THE ACCOUNTS 28 Trade and other receivables Group Current: Trade receivables Amounts owed by associated undertakings Other receivables* Prepayments and accrued income Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m 29.2 0.1 23.6 14.7 –––––––––– 67.6 –––––––––– 32.7 0.1 4.8 10.9 –––––––––– 48.5 –––––––––– – – – 0.2 –––––––––– 0.2 –––––––––– – – – 0.2 –––––––––– 0.2 –––––––––– * Included within other receivables is £16.6 million of deferred consideration which was received in January 2023 in relation to the disposal of Associated Cold Stores & Transport Limited, see note 40. Non-current: Other receivables 3.1 –––––––––– 3.1 –––––––––– 2.7 –––––––––– 2.7 –––––––––– – –––––––––– – –––––––––– – –––––––––– – –––––––––– The carrying amounts of the Group's trade and other receivables are denominated in the following currencies: 2022 £’m 2021 £’m 2022 £’m 2021 £’m Current: Sterling US Dollar Euro Kenyan Shilling Indian Rupee Malawian Kwacha Bangladesh Taka South African Rand Brazilian Real Other Non-current: Sterling Kenyan Shilling Indian Rupee Malawian Kwacha Bangladesh Taka 90 0.2 – – – – – – – – – –––––––––– 0.2 –––––––––– 0.2 – – – – – – – – – –––––––––– 0.2 –––––––––– 29.5 7.7 0.9 2.3 17.9 1.7 3.4 0.2 3.1 0.8 –––––––––– 67.5 –––––––––– 0.3 0.6 1.6 0.4 0.2 –––––––––– 3.1 –––––––––– 17.8 3.5 0.8 2.6 16.8 1.5 2.1 0.2 2.5 0.7 –––––––––– 48.5 –––––––––– 0.3 0.5 1.4 0.3 0.2 –––––––––– 2.7 –––––––––– 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 91 CAMELLIA PLC NOTES TO THE ACCOUNTS 28 Trade and other receivables (continued) As at 31 December 2021 Gross carrying amount - trade receivables Expected credit loss rate Lifetime ECL Net carrying amount As at 31 December 2022 Gross carrying amount - trade receivables Expected credit loss rate Lifetime ECL Net carrying amount Trades receivables - days past due Over Up to 30 days £’m 31-60 days £’m 61-90 days £’m 4.1 4.9% 0.2 3.9 0.8 25.0% 0.2 0.6 0.3 66.7% 0.2 0.1 Trades receivables - days past due Over Up to 30 days £’m 31-60 days £’m 61-90 days £’m Current £’m 27.1 – – 27.1 Current £’m 24.2 – – 24.2 3.4 2.9% 0.1 3.3 0.7 0.0% – 0.7 0.4 0.0% – 0.4 91 days £’m 1.2 16.7% 0.2 1.0 91 days £’m 1.3 53.8% 0.7 0.6 Total £’m 33.5 2.4% 0.8 32.7 Total £’m 30.0 2.7% 0.8 29.2 The closing loss allowances for trade receivables reconciles to the opening loss allowance as follows: Opening loss allowance Increase in loss allowance recognised in proﬁt and loss during the year Receivables written oﬀ during the year as uncollectable Closing loss allowance 29 Cash and cash equivalents (excluding bank overdrafts) 2022 £’m 2021 £’m 0.8 0.1 (0.1) –––––––––– 0.8 –––––––––– 0.6 0.2 – –––––––––– 0.8 –––––––––– Cash at bank and in hand Short-term bank deposits Short-term liquid investments Group Company 2022 £’m 20.0 28.6 0.7 –––––––––– 49.3 –––––––––– 2021 £’m 25.9 35.3 0.6 –––––––––– 61.8 –––––––––– 2022 £’m 0.1 – – –––––––––– 0.1 –––––––––– 2021 £’m 0.7 – – –––––––––– 0.7 –––––––––– 91 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 92 CAMELLIA PLC NOTES TO THE ACCOUNTS 29 Cash and cash equivalents (excluding bank overdrafts) (continued) Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash ﬂow statement: Cash and cash equivalents Bank overdrafts (note 32) Eﬀective interest rate: Short-term deposits Short-term liquid investments Average maturity period: Short-term deposits Short-term liquid investments 2022 £’m 2021 £’m 2022 £’m 2021 £’m 49.3 (3.7) –––––––––– 45.6 –––––––––– 61.8 (1.9) –––––––––– 59.9 –––––––––– 0.1 – –––––––––– 0.1 –––––––––– 0.7 – –––––––––– 0.7 –––––––––– 2022 2021 1.30 - 11.00% 0.01 - 10.25% 5.00% 3.00 - 4.00% 50 days 32 days 67 days 32 days 30 Assets classiﬁed as held for sale / Liabilities related to assets classiﬁed as held for sale During the year the following assets were transferred to held for sale: At 1 January Reclassiﬁed from property, plant and equipment Reclassiﬁed from right-of-use assets Reclassiﬁed from heritage assets Reclassiﬁed from current assets Disposals during the year Disposal of subsidiaries during year At 31 December Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m 6.6 0.7 – – – –––––––––– 7.3 (2.7) – –––––––––– 4.6 –––––––––– – 3.8 3.4 1.0 0.7 –––––––––– 8.9 (2.3) –––––––––– 6.6 –––––––––– 2.1 – – – – –––––––––– 2.1 (1.6) – –––––––––– 0.5 –––––––––– – – – 2.1 – –––––––––– 2.1 – – –––––––––– 2.1 –––––––––– Liabilities related to assets classiﬁed as held for sale as at 31 December: Reclassiﬁed from lease liabilities 2.0 –––––––––– 2.0 –––––––––– – –––––––––– – –––––––––– During the year, a London property and a number of the Group's heritage assets and other items of art have been sold, realising cash proceeds of £4.5 million. 92 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 93 CAMELLIA PLC NOTES TO THE ACCOUNTS 31 Trade and other payables Current: Trade payables Other taxation and social security Other payables Accruals and deferred income Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m 22.2 2.4 26.4 8.8 –––––––––– 59.8 –––––––––– 18.1 4.8 26.8 9.5 –––––––––– 59.2 –––––––––– 0.1 – 0.2 0.7 –––––––––– 1.0 –––––––––– 0.1 – 0.2 0.6 –––––––––– 0.9 –––––––––– Included in other taxation and social security is £nil (2021: £0.1 million) of VAT payable by the UK operations which was deferred from Q1 2020 as part of the UK Government deferral scheme in relation to COVID and was fully repaid by the end of February 2022. 32 Financial liabilities - borrowings Group Current: Bank overdrafts Bank loans Current borrowings include the following amounts secured on property, plant and equipment and investment properties: Bank overdrafts Bank loans Non-current: Bank loans Non-current borrowings include the following amounts secured on plant and equipment and investment properties: Bank loans The repayment of bank loans and overdrafts fall due as follows: Within one year or on demand (included in current liabilities) Between 1 - 2 years Between 2 - 5 years After 5 years 2022 £’m 2021 £’m 3.7 1.4 –––––––––– 5.1 –––––––––– 1.9 1.4 –––––––––– 3.3 –––––––––– 0.6 1.4 –––––––––– 2.0 –––––––––– 0.3 1.4 –––––––––– 1.7 –––––––––– 4.4 –––––––––– 4.5 –––––––––– 4.4 –––––––––– 4.5 –––––––––– 5.1 1.1 1.1 2.2 –––––––––– 9.5 –––––––––– 3.3 0.7 1.2 2.6 –––––––––– 7.8 –––––––––– 93 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 94 CAMELLIA PLC NOTES TO THE ACCOUNTS 32 Financial liabilities - borrowings (continued) The rates of interest payable by the Group ranged between: Bank overdrafts Bank loans 33 Lease liabilities Group Maturity analysis of lease liabilities is as follows: Within one year Between 1 - 2 years Between 2 - 5 years Onwards Analysed as: Current Non-current 2022 % 2021 % 5.00 - 21.90 3.25 - 16.50 6.90 - 7.55 7.60 - 10.50 2022 £’m 2021 £’m 2.3 2.3 5.4 11.4 –––––––––– 21.4 –––––––––– 3.2 2.3 5.0 14.2 –––––––––– 24.7 –––––––––– 2.3 19.1 –––––––––– 21.4 –––––––––– 3.2 21.5 –––––––––– 24.7 –––––––––– The Group does not face a signiﬁcant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the individual subsidiaries' ﬁnance functions. 34 Provisions Group At 1 January 2021 Exchange diﬀerences Utilised in the period Provided in the period Subsidiaries joining the group Unused amounts reversed in period At 1 January 2022 Utilised in the period Provided in the period Subsidiary leaving the group Unused amounts reversed in period At 31 December 2022 Current: At 31 December 2022 At 31 December 2021 94 Wages and salaries £’m Legal claims £’m Others £’m Total £’m 9.7 (0.1) (7.6) 7.7 – (0.6) –––––––––– 9.1 (6.7) 8.5 – (1.8) –––––––––– 9.1 ––––––––––– 8.2 (0.1) (6.9) – – – –––––––––– 1.2 (0.3) – – – –––––––––– 0.9 ––––––––––– 1.1 – (0.4) 0.3 0.5 – –––––––––– 1.5 (0.1) – (0.5) (0.1) –––––––––– 0.8 ––––––––––– 19.0 (0.2) (14.9) 8.0 0.5 (0.6) –––––––––– 11.8 (7.1) 8.5 (0.5) (1.9) –––––––––– 10.8 ––––––––––– 9.1 ––––––––––– 9.1 ––––––––––– 0.9 –––––––––– 1.2 –––––––––– 0.8 –––––––––– 1.5 –––––––––– 10.8 –––––––––– 11.8 –––––––––– 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 95 CAMELLIA PLC NOTES TO THE ACCOUNTS 34 Provisions (continued) The wages and salaries provisions are in respect of ongoing wage and bonus negotiations in India, Kenya and Bangladesh, the majority of which are expected to be utilised during 2023. Legal claims relate to the cost of the defence of the litigation concerning our East African operations, including settlements and the expected costs of progressive measures. Others relate to provisions for claims and dilapidations. Company At 1 January 2021 Utilised in the period At 1 January 2022 Utilised in the period At 31 December 2022 Current: At 31 December 2022 At 31 December 2021 Legal claims £’m Total £’m 1.9 (1.9) –––––––––– – – –––––––––– – –––––––––– 1.9 (1.9) –––––––––– – – –––––––––– – –––––––––– – –––––––––– – –––––––––– – –––––––––– – –––––––––– Legal claims related to the defence of the litigation concerning our East African operations. 35 Deferred tax The net movement on the deferred tax account is set out below: Group Company 2022 £’m 2021 £’m 2022 £’m 2021 £’m At 1 January Exchange diﬀerences Charged/(credited) to the income statement (Credited)/charged to other comprehensive income At 31 December 38.0 (0.7) 3.3 (3.6) –––––––––– 37.0 –––––––––– 39.5 (1.0) (2.2) 1.7 –––––––––– 38.0 –––––––––– 0.2 – – – –––––––––– 0.2 –––––––––– 0.2 – – – –––––––––– 0.2 –––––––––– 95 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 96 CAMELLIA PLC NOTES TO THE ACCOUNTS 35 Deferred tax (continued) The movement in deferred tax assets and liabilities is set out below: Deferred tax liabilities At 1 January 2021 Exchange diﬀerences (Credited)/charged to the income statement Charged/(credited) to other comprehensive income At 1 January 2022 Exchange diﬀerences Charged/(credited) to the income statement Credited to other comprehensive income At 31 December 2022 Deferred tax assets oﬀset Net deferred tax liability after oﬀset Deferred tax assets At 1 January 2021 Exchange diﬀerences Credited/(charged) to the income statement Charged to other comprehensive income At 1 January 2022 (Charged)/credited to the income statement Credited to other comprehensive income At 31 December 2022 Oﬀset against deferred tax liabilities Net deferred tax asset after oﬀset Accelerated tax depreciation £’m Pension scheme liabilities £’m 44.3 (1.1) (0.7) – – – Other £’m 4.4 (0.1) 0.2 – –––––––––– 42.5 (0.6) 0.2 – –––––––––– 42.1 –––––––––– 3.7 –––––––––– 3.7 – (0.1) (3.5) –––––––––– 0.1 –––––––––– (2.2) –––––––––– 2.3 (0.1) 1.5 – –––––––––– 3.7 –––––––––– Total £’m 48.7 (1.2) (0.5) 1.5 –––––––––– 48.5 (0.7) 1.6 (3.5) –––––––––– 45.9 –––––––––– (8.9) –––––––––– 37.0 –––––––––– Pension scheme asset £’m 0.4 – 0.1 (0.2) –––––––––– 0.3 (0.1) 0.1 –––––––––– 0.3 –––––––––– Tax losses £’m 4.8 (0.1) 1.7 – –––––––––– 6.4 (2.1) – –––––––––– 4.3 –––––––––– Other £’m Total £’m 4.0 (0.1) (0.1) – –––––––––– 3.8 0.5 – –––––––––– 4.3 –––––––––– 9.2 (0.2) 1.7 (0.2) –––––––––– 10.5 (1.7) 0.1 –––––––––– 8.9 –––––––––– (8.9) –––––––––– – –––––––––– Deferred tax liabilities of £13.7 million (2021: £14.7 million) have not been recognised for the withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries. Such amounts are permanently reinvested. 96 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 97 CAMELLIA PLC NOTES TO THE ACCOUNTS 35 Deferred tax (continued) Deferred tax assets are recognised for tax losses carried forward only to the extent that the realisation of the related tax beneﬁt through future taxable proﬁts is probable. The Group has not recognised deferred tax assets of £26.4 million (2021: £18.4 million) in respect of losses that can be carried forward against future taxable income. 36 Employee beneﬁt obligations (i) Pensions Certain Group subsidiaries operate deﬁned contribution and funded deﬁned beneﬁt pension schemes. The most signiﬁcant is the UK funded, deﬁned beneﬁt scheme. The assets of this scheme are administered by trustees and are kept separate from those of the Group. The performance of the assets is monitored on a regular basis by the trustees and their investment advisors. A full actuarial valuation was undertaken as at 1 July 2020 and updated to 31 December 2022 by a qualiﬁed independent actuary. The UK deﬁned beneﬁt pension scheme is closed to new entrants and with eﬀect from 1 November 2016, the scheme was closed to future accruals. Since that date members have participated in a deﬁned contribution scheme. The overseas schemes are operated in Group subsidiaries located in Bangladesh and India. Actuarial valuations for these schemes have been updated to 31 December 2021 by qualiﬁed actuaries. Assumptions The major assumptions used in the valuation to determine the present value of the schemes' deﬁned beneﬁt obligations were as follows: UK schemes Rate of increase in salaries Rate of increase to LPI (Limited Price Indexation) pensions in payment Discount rate applied to scheme liabilities Inﬂation assumption (CPI/RPI) 2022 2021 % per annum % per annum N/a 2.35 - 5.00 4.80 2.35/3.05 N/a 2.50 - 5.00 1.75 2.50/3.20 Assumptions regarding future mortality experience are based on advice received from independent actuaries. The current mortality tables used are SAPS 3, males 113%/106% and females 112%/108%, on a year of birth basis, with CMI_2021 future improvement factors and subject to a long term annual rate of future improvement of 1.25% per annum, smoothing parameter of 7.0, initial addition parameter of 0.25% pa and w2020 parameter of 15%. This results in males and females aged 65 having life expectancies of 21.4 years (2021: 21.5 years) and 22.2 years respectively (2021: 22.3 years). Overseas schemes Rate of increase in salaries 6.00 Rate of increase to LPI (Limited Price Indexation) pensions in payment 0.00 - 3.00 Discount rate applied to scheme liabilities 6.50 - 8.00 Inﬂation assumption 3.00 - 6.00 2022 2021 % per annum % per annum 6.00 0.00 - 3.00 6.50 - 6.80 3.00 - 6.00 (ii) Post-employment beneﬁts Certain Group subsidiaries located in Kenya, India and Bangladesh have an obligation to pay terminal gratuities, based on years of service. These obligations are estimated annually using the projected unit method by qualiﬁed independent actuaries. Schemes operated in India are funded but the schemes operated in Kenya and Bangladesh are unfunded. Operations in India and Bangladesh also have an obligation to pay medical beneﬁts upon retirement. These schemes are unfunded. 97 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 98 CAMELLIA PLC NOTES TO THE ACCOUNTS 36 Employee beneﬁt obligations (continued) Assumptions The major assumptions used in the valuation to determine the present value of the post-employment beneﬁt obligations were as follows: Rate of increase in salaries 6.00 - 10.95 Discount rate applied to scheme liabilities 7.25 - 14.20 Inﬂation assumptions 0.00 - 6.00 2022 2021 % per annum % per annum 6.00 - 8.89 6.50 - 13.70 0.00 - 6.00 (iii) Leave obligations Certain Group subsidiaries located in India have an obligation to pay leave beneﬁt, based on years of service. These obligations are estimated annually using the projected unit method by qualiﬁed independent actuaries. These schemes are unfunded. (iv) Proﬁt sharing obligations Certain Group subsidiaries located in Bangladesh may have an obligation to pay sums for workers proﬁt participation for prior years based on a rate of 5 per cent. of post tax proﬁt. Provisions have been made for these sums pending clariﬁcation of the applicability of the legislation. Sensitivity analysis The sensitivity of the UK deﬁned beneﬁt obligation to changes in the weighted principal assumptions is: Discount rate Discount rate Rate of RPI inﬂation Rate of RPI inﬂation Life expectancy Life expectancy Change in assumption 0.5% higher 0.5% lower 0.25% higher 0.25% lower +1 year -1 year Impact on deﬁned beneﬁt obligation 5.1% decrease 5.5% increase 3.0% increase 3.1% decrease 5.4% increase 5.4% decrease The above changes in assumptions may have an impact on the value of the scheme's investment holdings. For example, the scheme holds a proportion of its assets in corporate bonds. A fall in the discount rate as a result of lower UK corporate bond yields would lead to an increase in the value of these assets, thus mitigating the increase in the deﬁned beneﬁt obligation to some extent. The sensitivities have been calculated by changing the key assumption only and leaving all others ﬁxed. During the year, the UK funded scheme transferred a signiﬁcant amount of its Bond investments into a liability-driven investment to reduce overall volatility. Duration of the scheme liabilities The weighted average duration of the UK scheme's liabilities is 12 years. Analysis of scheme liabilities The liabilities of the UK scheme are split as follows: Deferred pensioners Current pensioners Total membership 98 % 40 60 –––––––––– 100 –––––––––– 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 99 CAMELLIA PLC NOTES TO THE ACCOUNTS 36 Employee beneﬁt obligations (continued) (v) Actuarial valuations Equities and property Bonds Liability-driven investment Diversiﬁed growth Insurance related products Cash Total fair value of plan assets Present value of deﬁned beneﬁt obligations Total (deﬁcit)/surplus in the schemes Amount recognised as asset in the balance sheet Amount recognised as current liability in the balance sheet Amount recognised as non-current liability in the balance sheet Related deferred tax asset/(liability) (note 35) Net (deﬁcit)/surplus 2022 UK Overseas £’m £’m 45.8 13.0 45.3 17.0 – 5.6 –––––––– 126.7 3.2 25.5 – – 3.6 10.1 –––––––– 42.4 Total £’m 49.0 38.5 45.3 17.0 3.6 15.7 –––––––– 169.1 2021 UK Overseas £’m £’m 57.9 16.3 60.8 45.4 – 18.9 –––––––– 199.3 2.8 23.5 – – 3.2 12.5 –––––––– 42.0 Total £’m 60.7 39.8 60.8 45.4 3.2 31.4 –––––––– 241.3 (127.8) –––––––– (1.1) –––––––– (49.7) –––––––– (7.3) –––––––– (177.5) –––––––– (8.4) –––––––– (184.6) –––––––– 14.7 –––––––– (51.6) –––––––– (9.6) –––––––– (236.2) –––––––– 5.1 –––––––– – – 0.8 0.8 14.7 0.1 14.8 (1.1) (1.1) – (1.1) (1.1) (1.1) –––––––– (1.1) (7.0) –––––––– (7.3) (8.1) –––––––– (8.4) – –––––––– 14.7 (8.6) –––––––– (9.6) (8.6) –––––––– 5.1 – –––––––– (1.1) –––––––– 0.2 –––––––– (7.1) –––––––– 0.2 –––––––– (8.2) –––––––– (3.7) –––––––– 11.0 –––––––– 0.3 –––––––– (9.3) –––––––– (3.4) –––––––– 1.7 –––––––– Movements in the fair value of scheme assets were as follows: At 1 January Expected return on plan assets Employer contributions Contributions paid by plan participants Beneﬁt payments Other adjustment Actuarial (losses)/gains Exchange diﬀerences At 31 December 2022 UK Overseas £’m £’m 199.3 3.4 – – (8.6) – (67.4) – –––––––– 126.7 –––––––– 42.0 2.7 2.0 0.4 (4.2) 0.3 (0.8) – –––––––– 42.4 –––––––– Total £’m 241.3 6.1 2.0 0.4 (12.8) 0.3 (68.2) – –––––––– 169.1 –––––––– 2021 UK Overseas £’m £’m 196.0 2.4 – – (7.9) – 8.8 – –––––––– 199.3 –––––––– 40.1 2.3 3.8 0.4 (4.9) 0.1 0.5 (0.3) –––––––– 42.0 –––––––– Total £’m 236.1 4.7 3.8 0.4 (12.8) 0.1 9.3 (0.3) –––––––– 241.3 –––––––– 99 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 100 CAMELLIA PLC NOTES TO THE ACCOUNTS 36 Employee beneﬁt obligations (continued) Movements in the present value of deﬁned beneﬁt obligations were as follows: At 1 January Current service cost Interest cost Contributions paid by plan participants Beneﬁt payments Other adjustment Actuarial gains/(losses) Exchange diﬀerences At 31 December 2022 UK Overseas £’m £’m (184.6) – (3.1) – 8.6 – 51.3 – –––––––– (127.8) –––––––– (51.6) (2.1) (3.4) (0.4) 4.2 (0.3) 4.1 (0.2) –––––––– (49.7) –––––––– Total £’m (236.2) (2.1) (6.5) (0.4) 12.8 (0.3) 55.4 (0.2) –––––––– (177.5) –––––––– 2021 UK Overseas £’m £’m (203.0) – (2.5) – 7.9 – 13.0 – –––––––– (184.6) –––––––– (49.7) (1.8) (3.0) (0.4) 4.9 – (1.9) 0.3 –––––––– (51.6) –––––––– Total £’m (252.7) (1.8) (5.5) (0.4) 12.8 – 11.1 0.3 –––––––– (236.2) –––––––– In 2020, the total fair value of plan assets was £236.1 million, the present value of deﬁned beneﬁt obligations was £252.7 million and the deﬁcit was £16.6 million. In 2019, the total fair value of plan assets was £208.5 million, the present value of deﬁned beneﬁt obligations was £230.5 million and the deﬁcit was £22.0 million and in 2018, the total fair value of plan assets was £190.6 million, the present value of deﬁned beneﬁt obligations was £215.3 million and the deﬁcit was £24.7 million. Income Statement The amounts recognised in the Income Statement are as follows: 2022 UK Overseas £’m £’m Total £’m 2021 UK Overseas £’m £’m Total £’m Amounts credited/(charged) to operating proﬁt: Current service cost Past service cost Total operating (charge)/credit Amounts charged to other ﬁnance costs: Interest income/(expense) Total credited/(charged) to income statement – – –––––––– – (2.1) – –––––––– (2.1) (2.1) – –––––––– (2.1) – – –––––––– – (1.8) – –––––––– (1.8) (1.8) – –––––––– (1.8) 0.3 –––––––– (0.7) –––––––– (0.4) –––––––– (0.1) –––––––– (0.7) –––––––– (0.8) –––––––– 0.3 –––––––– (2.8) –––––––– (2.5) –––––––– (0.1) –––––––– (2.5) –––––––– (2.6) –––––––– Employer contributions to deﬁned contribution schemes are charged to proﬁt when payable and the costs charged were £5.9 million (2021: £5.6 million). Liabilities for workers proﬁt participation in Bangladesh are charged to proﬁt when the obligation arises. 100 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 101 CAMELLIA PLC NOTES TO THE ACCOUNTS 36 Employee beneﬁt obligations (continued) Actuarial gains and losses recognised in the Statement of Comprehensive Income The amounts included in the Statement of Comprehensive Income: Remeasurements: Return on plan assets, excluding amount included in interest Gain/(loss) from changes in demographic assumptions Gain/(loss) from changes in ﬁnancial assumptions Experience (losses)/gains Actuarial (loss)/gain 2022 UK Overseas £’m £’m Total £’m 2021 UK Overseas £’m £’m (67.4) (0.8) (68.2) 0.6 – 0.6 8.8 0.9 0.5 – Total £’m 9.3 0.9 55.5 (4.8) –––––––– (16.1) –––––––– 5.3 (1.2) –––––––– 3.3 –––––––– 60.8 (6.0) –––––––– (12.8) –––––––– 8.5 3.6 –––––––– 21.8 –––––––– (1.2) (0.7) –––––––– (1.4) –––––––– 7.3 2.9 –––––––– 20.4 –––––––– Cumulative actuarial losses recognised in the Statement of Comprehensive Income are £10.3 million (2021: £2.5 million gain). As the UK deﬁned beneﬁt pension scheme is closed to future accrual and active members were transferred to a deﬁned contribution scheme, no employer contributions will be paid for the year commencing 1 January 2023. No additional funding contributions will be made, as the latest actuarial valuation shows a funding surplus. 37 Share capital Authorised: 2,842,000 (2021: 2,842,000) ordinary shares of 10p each Allotted, called up and fully paid: ordinary shares of 10p each: At 1 January and 31 December- 2,824,500 (2021: 2,824,500) shares 2022 £’m 2021 £’m 0.3 –––––––––– 0.3 –––––––––– 0.3 –––––––––– 0.3 –––––––––– Group companies hold 62,500 issued shares in the Company. These are classiﬁed as treasury shares. 101 265644 Camellia R&A pp88-pp102.qxp 03/05/2023 19:07 Page 102 CAMELLIA PLC NOTES TO THE ACCOUNTS 38 Reconciliation of (loss)/proﬁt from operations to cash ﬂow Group (Loss)/proﬁt from operations Share of associates' results Depreciation and amortisation Depreciation of right-of-use assets Impairment of assets Realised movements on biological assets - non-current Financial assets fair value through proﬁt or loss - gain Proﬁt on disposal of non-current assets Proﬁt on disposal of assets classiﬁed as held for sale Loss on disposal of subsidiaries Proﬁt on disposal of ﬁnancial assets Movement in provisions Increase in inventories (Increase)/decrease in biological assets Increase in trade and other receivables Increase in trade and other payables Diﬀerence between employee beneﬁt obligations funding contributions and cost charged Cash generated from operations 2022 £’m 2021 £’m (5.0) 3.1 12.2 2.2 10.1 (1.5) (0.3) (0.1) (1.8) – (0.3) (0.7) (9.8) (2.3) (6.5) 3.3 7.6 (7.2) 11.7 1.3 0.5 (1.5) (0.1) – – 0.1 (0.2) (7.0) (4.6) 2.1 (1.4) 1.8 – –––––––––– 2.6 –––––––––– (1.9) –––––––––– 1.2 –––––––––– 102 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 103 CAMELLIA PLC NOTES TO THE ACCOUNTS 39 Changes in liabilities arising from ﬁnancing activities The table below details changes in the Group’s liabilities arising from ﬁnancing activities, including both cash and non-cash changes. Liabilities arising from ﬁnancing activities are those for which cash ﬂows were, or future cash ﬂows will be, classiﬁed in the Group’s consolidated cash ﬂow statement as cash ﬂows from ﬁnancing activities. Bank loans Bank loans Current Non-current £’m £’m Finance leases Finance leases Current Non-current £’m £’m Total £’m At 1 January 2021 Exchange diﬀerences Subsidiaries joining the group Transferred to held for sale New loans New ﬁnance leases Loans repaid Lease payments Transfers At 1 January 2022 Exchange diﬀerences Subsidiary leaving the group New loans New ﬁnance leases Loans repaid Lease payments Lease disposal Transfers At 31 December 2022 2.1 – 10.5 – 1.0 – (13.0) – 0.8 –––––––– 1.4 – – 0.6 – (1.6) – – 1.0 –––––––– 1.4 –––––––– 2.7 (0.1) – – 2.8 – (0.1) – (0.8) –––––––– 4.5 0.1 – 0.8 – – – – (1.0) –––––––– 4.4 –––––––– 1.2 – 1.7 (0.1) – 1.9 (1.6) 0.1 –––––––– 3.2 – (0.5) – 0.7 – (2.8) – 1.7 –––––––– 2.3 –––––––– (0.4) (0.1) 10.3 – 13.2 (1.9) – 0.4 16.3 (0.1) 25.4 (2.0) 3.8 2.3 (13.1) (2.0) – –––––––– –––––––– 30.6 0.1 (1.5) 1.4 1.8 (1.6) (3.4) (0.2) – –––––––– –––––––– 27.2 –––––––– –––––––– 21.5 – (1.0) – 1.1 – (0.6) (0.2) (1.7) 19.1 The cash ﬂows from bank loans, loans from related parties and other borrowings make up the net amount of proceeds from borrowings and repayments of borrowings in the cash ﬂow statement. Other changes include interest accruals and prepayments. 103 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 104 CAMELLIA PLC NOTES TO THE ACCOUNTS 40 Business combinations - disposals and acquisitions of businesses Intangible assets Property, plant and equipment Right of use asset Deferred tax asset Inventories Biological assets – current Trade and other receivables Cash and cash equivalents (excluding bank overdrafts) Assets classiﬁed as held for sale Financial liabilities - borrowings - bank overdraft Financial liabilities - borrowings - loans Lease liabilities Trade and other payables Provisions Amounts due to group undertakings Liabilities related to assets classiﬁed as held for sale Identiﬁable intangible assets - Goodwill Non-controlling interest Proﬁt/(loss) on disposal Consideration transferred: Cash consideration and costs Deferred consideration Total consideration Net cash (outﬂow)/inﬂow arising on disposals/acquisitions: Cash consideration and costs Less: cash and cash equivalent balances disposed/acquired Disposals Acquisitions 2021 £’m Fair value 2022 £’m Net book value Disposals 2021 £’m Net book value 0.1 8.3 1.5 2.1 0.1 – 4.1 1.6 – – – (1.6) (3.4) (0.5) – – –––––––––– 12.3 – – 3.8 –––––––––– 16.1 –––––––––– – 19.5 14.6 – 0.7 3.1 4.0 0.1 – (0.8) (10.5) (14.9) (8.9) – – – –––––––––– 6.9 3.6 (5.3) – –––––––––– 5.2 –––––––––– (0.5) 16.6 –––––––––– 16.1 –––––––––– 3.0 2.2 –––––––––– 5.2 –––––––––– (0.5) (1.6) –––––––––– (2.1) –––––––––– (3.0) (0.7) –––––––––– (3.7) –––––––––– – – – – – – – 1.6 (0.3) – – – – (0.6) (0.4) –––––––––– 0.3 – – (0.1) –––––––––– 0.2 –––––––––– (0.1) 0.3 –––––––––– 0.2 –––––––––– (0.1) 0.3 –––––––––– 0.2 –––––––––– Disposal in 2022 - Associated Cold Stores & Transport Limited As referred to in note 10, on 26 November 2022 the Group eﬀectively disposed of its interest in Associated Cold Stores & Transport Limited. The cash consideration was paid on 10 January 2023. The impact of Associated Cold Stores & Transport Limited on the Group’s results in the current and prior years is disclosed in note 10. The gain on disposal is included in the proﬁt for the year from discontinued operations (see note 10). 104 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 105 CAMELLIA PLC NOTES TO THE ACCOUNTS 40 Business combinations - disposals and acquisitions of businesses (continued) Acquisition in 2021 - Bardsley England On 31 July 2021, the Group acquired 60.5% of the share capital of Bardsley Horticulture Limited, the parent company of Bardsley England for consideration of £5.2 million, of which £3.0 million which was paid at completion with the balance of £2.2 million deferred with the ﬁnal instalment payable by July 2023. Bardsley England is a major fruit farming business and one of the UK’s largest apple growers. Also on 31 July 2021, the Group subscribed for additional shares in Bardsley Horticulture Limited for £9.7 million which diluted the non-controlling interest by 19.5%. Bardsley Horticulture Limited, on the same date, acquired the remaining 50% interest in Bardsley Fruit Enterprises Limited that it did not own for £4.2 million. On 17 November 2021, the Group acquired the remaining 20% of the share capital of Bardsley Horticulture Limited for consideration of £1.7 million. A gain of £0.2 million has been recognised in equity being the diﬀerence between the consideration paid and the non-controlling interests share of the net assets carrying amount. Disposal in 2021 - Abbey Metal Finishing Limited On 5 August 2021, the Group disposed of its interests in Abbey Metal Finishing Company Limited and its subsidiary Atﬁn GmbH in Germany to a newly incorporated company set up by GIL Investments for the purpose of the acquisition and Aerotech GmbH respectively. 41 Commitments Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows: Group Property, plant and equipment 42 Contingencies 2022 £’m 2021 £’m 0.8 –––––––––– 0.9 –––––––––– In Malawi the Revenue Authority (MRA) indicated in 2021 that it intended to collect VAT on sales made at auction and under private treaty for export, in the period since 2017. Tea sales intended for the export market were subject to an industry wide agreement with the MRA and the Reserve Bank of Malawi reached at the time the auction was established, resulting in these deemed exports being zero rated for VAT. The MRA has raised an assessment for VAT against Eastern Produce Malawi in connection with this which has been appealed in light of the historic agreement and long-established custom and practice of the industry. Following discussions between the Malawi government, the MRA and the tea industry, the MRA has given permission for the auction to continue with teas deemed as export zero rated for VAT and the assessment raised against Eastern Produce Malawi has been suspended. Eastern Produce Malawi’s estimated contingent liability for VAT on these deemed export sales, excluding any penalties and interest, is approximately £4.8 million In India, assessments have been received for excise duties of £3.7 million, sales and entry tax of £0.9 million and of £0.7 million for income tax matters. These are being contested on the basis that they are without technical merit. In India, a long running dispute between our local subsidiaries and the Government of West Bengal over the payment of a land tax, locally called, “Salami”, remains unresolved. Lawyers acting for the Group have advised that payment of Salami does not apply, accordingly no provisions have been made. The sum in dispute, excluding ﬁnes and penalties, amounts to £1.2 million. In the UK, HM Revenue and Customs has issued a VAT assessment based on the application of the partial exemption rules which could result in a potential liability of £1.2 million. An amount of £0.2 million has been proved based on external advice received and this assessment is being contested. The Group operates in certain countries where its operations are potentially subject to a number of legal claims. When required, appropriate provisions are made for the expected cost of such claims. 105 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 106 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments Capital risk management The Group manages its capital to ensure that it will be able to continue as a going concern, while maximising the return to stakeholders through the optimisation of its debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings and lease liabilities disclosed in notes 32 and 33, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Board reviews the capital structure, with an objective to ensure that debt as a percentage of tangible net assets does not exceed 50 per cent.. The ratio at the year end is as follows: Borrowings Lease liabilities Debt Tangible net assets Ratio 2022 £’m 9.5 21.4 –––––––––– 30.9 –––––––––– 362.6 –––––––––– 8.52% –––––––––– 2021 £’m 7.8 24.7 –––––––––– 32.5 –––––––––– 378.5 –––––––––– 8.59% –––––––––– Debt is deﬁned as long and short-term borrowings and lease liabilities as detailed in notes 32 and 33. Tangible net assets includes all capital and reserves of the Group attributable to equity holders of the parent less intangible assets. Financial instruments by category At 31 December 2022 Financial assets Financial asset at fair value at fair value through proﬁt or loss £'m through other comprehensive income £'m Financial assets at amortised cost £'m 25.7 – – – 8.6 – – – 1.3 Total £'m 25.7 8.6 1.3 – – –––––––––– 25.7 –––––––––– – – –––––––––– 8.6 –––––––––– 56.0 49.3 –––––––––– 106.6 –––––––––– 56.0 49.3 –––––––––– 140.9 –––––––––– Group Assets as per Balance Sheet Equity investments Money market investments Bond investments Trade and other receivables excluding prepayments Cash and cash equivalents 106 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 107 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments (continued) Group Liabilities as per Balance Sheet Borrowings Lease liabilities Trade and other payables Company Trade and other payables At 31 December 2021 Group Assets as per Balance Sheet Equity investments Money market investments Bond investments Trade and other receivables excluding prepayments Cash and cash equivalents Group Liabilities as per Balance Sheet Borrowings Leases liabilities Trade and other payables Company Trade and other payables Other ﬁnancial liabilities at amortised cost £’m Total £’m 9.5 21.4 59.8 –––––––––– 90.7 –––––––––– 9.5 21.4 59.8 –––––––––– 90.7 –––––––––– 1.0 –––––––––– 1.0 –––––––––– Financial assets Financial asset at fair value at fair value through proﬁt or loss £'m through other comprehensive income £'m Financial assets at amortised cost £'m 27.7 – – – 9.9 – – – 2.6 Total £'m 27.7 9.9 2.6 – – –––––––––– 27.7 –––––––––– – – –––––––––– 9.9 –––––––––– 40.3 61.8 –––––––––– 104.7 –––––––––– 40.3 61.8 –––––––––– 142.3 –––––––––– Other ﬁnancial liabilities at amortised cost £’m Total £’m 7.8 24.7 59.2 –––––––––– 91.7 –––––––––– 7.8 24.7 59.2 –––––––––– 91.7 –––––––––– 0.9 –––––––––– 0.9 –––––––––– 107 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 108 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments (continued) Fair value estimation The table below analyses ﬁnancial instruments carried at fair value, by valuation method. The diﬀerent levels have been deﬁned as follows: n Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) n n Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2) Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3) The following table presents the Group's ﬁnancial assets and liabilities that are measured at fair value. See note 20 for disclosures of biological assets that are measured at fair value. At 31 December 2022 Assets Equity investments Money market investments Bond investments At 31 December 2021 Assets Equity investments Money market investments Bond investments Level 1 £’m Level 2 £’m Level 3 £’m Total £’m 25.7 8.6 1.3 –––––––––– 35.6 –––––––––– – – – –––––––––– – –––––––––– – – – –––––––––– – –––––––––– 25.7 8.6 1.3 –––––––––– 35.6 –––––––––– Level 1 £’m Level 2 £’m Level 3 £’m Total £’m 27.7 9.9 2.6 –––––––––– 40.2 –––––––––– – – – –––––––––– – –––––––––– – – – –––––––––– – –––––––––– 27.7 9.9 2.6 –––––––––– 40.2 –––––––––– Financial risk management objectives The Group ﬁnances its operations by a mixture of retained proﬁts, bank borrowings, long-term loans and leases. The objective is to maintain a balance between continuity of funding and ﬂexibility through the use of borrowings with a range of maturities. To achieve this, the maturity proﬁle of borrowings and facilities are regularly reviewed. The Group also seeks to maintain suﬃcient undrawn committed borrowing facilities to provide ﬂexibility in the management of the Group's liquidity. Given the nature and diversity of the Group's operations, the Board does not believe a highly complex use of ﬁnancial instruments would be of signiﬁcant beneﬁt to the Group. However, where appropriate, the Board does authorise the use of certain ﬁnancial instruments to mitigate ﬁnancial risks that face the Group, where it is eﬀective to do so. 108 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 109 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments (continued) Various ﬁnancial instruments arise directly from the Group's operations, for example cash and cash equivalents, trade receivables and trade payables. In addition, the Group uses ﬁnancial instruments for two main reasons, namely: n n To ﬁnance its operations (to mitigate liquidity risk) To manage currency risks arising from its operations and arising from its sources of ﬁnance (to mitigate foreign exchange risk) The Group did not, in accordance with Group policy, trade in ﬁnancial instruments throughout the period under review. (A) Market risk (i) Foreign exchange risk The Group has a signiﬁcant exposure to the US Dollar arising from a number of operations having a signiﬁcant trading exposure to the Dollar and as a consequence the Group holds signiﬁcant US Dollar funds and Dollar denominated investments. If the exchange rate of the Dollar to Sterling were to move by 5 per cent, the Group's carrying value would increase/decrease by £1.2 million (2021: £1.0 million). In addition, the Group has signiﬁcant Indian, Japanese and Swiss ﬁnancial assets, if the exchange rates of the Indian Rupee, Japanese Yen and Swiss Franc to Sterling were to move by 5 per cent, the Group's carrying value would increase/decrease by £0.6 million (2021: £0.5 million), £0.4 million (2021: £0.4 million) and £0.4 million (2021: £0.5 million) respectively. Currency risks are primarily managed through the use of natural hedging and regularly reviewing when cash should be exchanged into either sterling or another functional currency. (ii) Price risk The Group is exposed to equity securities price risk because of investments held by the Group and classiﬁed on the consolidated balance sheet as ﬁnancial assets. To manage its price risk arising from investments in equity securities, the Group diversiﬁes its portfolio. The majority of the Group's equity investments are publicly traded and are quoted on stock exchanges located in Bermuda, India, Japan, Switzerland, UK and US. Should these equity indexes increase or decrease by 5 per cent. with all other variables held constant and all the Group's equity instruments move accordingly, the Group's carrying value would increase/decrease by £1.3 million (2021: £1.4 million). The Group's exposure to commodity price risk is not signiﬁcant. (iii) Cash ﬂow and interest rate risk The Group's interest rate risk arises from interest-bearing assets and short and long-term borrowings. Borrowings issued at variable rates expose the Group to cash ﬂow interest rate risk. At 31 December 2022 if interest rates on non-sterling denominated interest-bearing assets and borrowings had been 50 basis points higher/lower with all other variables held constant, post-tax proﬁt for the year would have been £0.1 million (2021: £0.2 million) higher/lower. 109 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 110 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments (continued) The interest rate exposure of the Group's interest bearing assets and liabilities by currency, at 31 December was: Sterling US Dollar Euro Kenyan Shilling Indian Rupee Malawian Kwacha Bangladesh Taka South African Rand Brazilian Real Bermudian Dollar Japanese Yen Swiss Franc Assets Liabilities 2022 £’m 2021 £’m 2022 £’m 2021 £’m 9.7 21.6 0.2 10.0 2.9 0.7 2.6 0.8 0.4 0.2 0.1 0.1 –––––––––– 49.3 –––––––––– 13.0 16.4 0.4 14.4 2.4 0.2 11.5 1.0 1.8 0.4 0.3 – –––––––––– 61.8 –––––––––– 18.8 – – 0.2 7.0 0.5 1.1 3.3 – – – – –––––––––– 30.9 –––––––––– 22.5 – – 0.3 5.0 1.6 1.2 1.9 – – – – –––––––––– 32.5 –––––––––– (B) Credit risk The Group has policies in place to limit its exposure to credit risk. Credit risk arises from cash and cash equivalents, deposits with banks and ﬁnancial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. If customers are independently rated, these ratings are used. Otherwise if there is no independent rating, management assesses the credit quality of the customer taking into account its ﬁnancial position, past experience and other factors and if appropriate holding liens over stock and receiving payments in advance of services or goods as required. Management monitors the utilisation of credit limits regularly. The Group has a large number of trade receivables, the largest ﬁve receivables at the year end comprise 25 per cent. (2021: 21 per cent.) of total trade receivables. (C) Liquidity risk Ultimate responsibility for liquidity risk management rests with the board of Directors. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash ﬂows and managing the maturity proﬁles of ﬁnancial assets and liabilities. At 31 December 2022, the Group had undrawn committed facilities of £22.4 million (2021: £23.7 million), all of which are due to be reviewed within one year. 110 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 111 CAMELLIA PLC NOTES TO THE ACCOUNTS 43 Financial instruments (continued) The table below analyses the Group's ﬁnancial assets and liabilities which will be settled on a net basis into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash ﬂows. Less than 1 Between 1 Between 2 Over 5 year and 2 years and 5 years £’m £’m £’m years Undated £’m £’m Total £’m At 31 December 2022 Assets Financial assets at fair value through other comprehensive income Financial asset at fair value through proﬁt or loss Financial assets at amortised cost Trade and other receivables excluding prepayments Cash and cash equivalents Liabilities Borrowings Lease liabilities Trade and other payables excluding taxation At 31 December 2021 Assets Financial assets at fair value through other comprehensive income Financial asset at fair value through proﬁt or loss Financial assets at amortised cost Trade and other receivables excluding prepayments Cash and cash equivalents Liabilities Borrowings Lease liabilities Trade and other payables excluding taxation – 1.3 – – 7.3 1.3 52.9 49.3 –––––––– 103.5 –––––––– 3.1 – –––––––– 11.7 –––––––– – – – – – – 25.7 25.7 – – 8.6 1.3 – – – – –––––––– –––––––– – –––––––– –––––––– – – – –––––––– 25.7 –––––––– 56.0 49.3 –––––––– 140.9 –––––––– 5.1 2.3 1.1 2.3 1.1 5.4 2.2 11.4 – – 9.5 21.4 57.4 –––––––– 64.8 –––––––– – –––––––– 3.4 –––––––– – 2.7 1.3 – 7.2 1.3 37.6 61.8 –––––––– 103.4 –––––––– 2.7 – –––––––– 11.2 –––––––– – – –––––––– –––––––– 13.6 –––––––– –––––––– 6.5 – –––––––– – –––––––– 57.4 –––––––– 88.3 –––––––– – – – – – – 27.7 27.7 – – 9.9 2.6 – – – – –––––––– –––––––– – –––––––– –––––––– – – – –––––––– 27.7 –––––––– 40.3 61.8 –––––––– 142.3 –––––––– 3.3 3.2 0.7 2.3 1.2 5.0 2.6 14.2 – – 7.8 24.7 54.4 –––––––– 60.9 –––––––– – –––––––– 3.0 –––––––– – – –––––––– –––––––– 16.8 –––––––– –––––––– 6.2 – –––––––– – –––––––– 54.4 –––––––– 86.9 –––––––– Included in borrowings due in less than 1 year is £3.7 million (2021: £1.9 million) repayable on demand. 111 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 112 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings Subsidiary undertakings The subsidiary undertakings of the Group at 31 December 2022, are set out below and are wholly owned and incorporated in Great Britain unless otherwise stated. The holdings are in ordinary shares or equivalent unless otherwise stated. Principal country of Registered Oﬃce operation Kenya South Africa Bangladesh Bangladesh South Africa India Bangladesh UK UK UK UK UK Brazil Agriculture Amgoorie India Limited (Incorporated in India - 99.8 per cent. holding) Amo Tea Company Limited Bardsley & Sons Limited Bardsley Fruit Enterprises Limited Bardsley Fruit Farming Limited Bardsley HiCo Limited Bardsley Horticulture Limited C.C. Lawrie Comércio e Participacões Ltda. (Incorporated in Brazil) Chittagong Warehouse Limited (Incorporated in Bangladesh - 93.3 per cent. holding) Duncan Brothers Limited (Incorporated in Bangladesh) Eastern Produce Cape (Pty) Limited (Incorporated in South Africa) Eastern Produce Estates South Africa (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited) Eastern Produce Kenya Limited (Incorporated in Kenya – 70.0 per cent. holding) Eastern Produce Malawi Limited (Incorporated in Malawi– 73.2 per cent. holding) Eastern Produce Regional Services Limited (Incorporated in Kenya) Eastern Produce South Africa (Pty) Limited (Incorporated in South Africa – 73.2 per cent. holding) Eastland Camellia Limited (Incorporated in Bangladesh - Bangladesh 93.8 per cent. holding) Tanzania EP(T) East Africa Limited (Incorporated in Tanzania) India Goodricke Group Limited (Incorporated in India - 74.0 per cent. holding) India Goodricke Tech Limited (Incorporated in India - 99.8 per cent. holding) Kenya Kakuzi Plc (Incorporated in Kenya – 50.7 per cent. holding) India Koomber Tea Company Limited (Incorporated in India) UK Jing Tea Limited (95.0 per cent. holding) Newmafruit Limited UK Octavius Steel & Company of Bangladesh Limited (Incorporated in Bangladesh) Bangladesh Robertson Bois Dickson Anderson Limited UK Stewart Holl (India) Limited (Incorporated in India - 92.0 per cent. holding) Surmah Valley Tea Company Limited The Allynugger Tea Company Limited The Chandpore Tea Company Limited The Lungla (Sylhet) Tea Company Limited The Mazdehee Tea Company Limited Victoria Investments Limited (Incorporated in Malawi– 73.2 per cent. holding) Zetmac (Pty) Limited (Incorporated in South Africa - 55.8 per cent. held by Eastern Produce Estates South Africa (Pty) Limited) India Bangladesh Bangladesh Bangladesh Bangladesh Bangladesh Malawi Kenya South Africa South Africa Malawi (ii) (i) (i) (i) (i) (i) (i) (vi) (vii) (vii) (viii) (ix) (x) (xii) (x) (ix) (vii) (xvii) (iii) (iii) (xi) (iv) (i) (i) (vii) (i) (v) (i) (i) (i) (i) (i) (xii) (ix) 112 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 113 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Engineering A JT Engineering Limited Principal country of Registered Oﬃce operation UK (xiv) Investment Holding Assam Dooars Investments Limited Associated Fisheries Limited Borbam Limited (Incorporated in India - 99.8 per cent. holding) Bordure Limited Duncan Properties Limited (Incorporated in Bangladesh) Eastern Produce Investments Limited Elgin Investments Limited (Incorporated in India - 99.8 per cent. holding) Endogram Limited EP USA Inc. (Incorporated in the United States of America) EP California Inc. (Incorporated in the United States of America) John Ingham & Sons Limited Koomber Properties Limited (Incorporated in India - 94.0 per cent. holding) Lawrie (Bermuda) Limited (Incorporated in Bermuda) Lawrie Group Plc (Owned directly by the Company) Lawrie International Limited (Incorporated in Bermuda) Lebong Investments Limited (Incorporated in India - 94.0 per cent. holding) Linton Park Plc (Owned directly by the Company) Lintak Investments Limited (Incorporated in Kenya) Longbourne Holdings Limited Plantation House Investments Limited (Incorporated in Malawi - 50.2 per cent. held by subsidiaries) Unochrome Industries Limited Western Dooars Investments Limited Other Duncan Products Limited (Incorporated in Bangladesh) Hobart Place Nominees Limited Linton Park Services Limited UK UK India UK Bangladesh UK India India USA USA UK India Bermuda UK Bermuda India UK Kenya Bangladesh Malawi UK UK Bangladesh UK UK Dormant companies ACS&T Gloucester Limited (in liquidation) ACS&T Grimsby Limited (in liquidation) ACS&T Humberside Limited (in liquidation) ACS&T Seamer Limited (in liquidation) ACS&T Tewkesbury Limited (in liquidation) ACS&T Wolverhampton Limited (in liquidation) Alex Lawrie & Company Limited Amgoorie Investments Limited Assam-Dooars Holdings Limited Associated Fisheries (Europe) Limited Banbury Tea Warehouses Limited Black Gold Oil Tools Limited (in liquidation) UK UK UK UK UK UK UK UK UK UK UK UK (i) (i) (iii) (i) (vii) (i) (iii) (iii) (xiii) (xiii) (i) (iii) (xvi) (i) (xvi) (iii) (i) (x) (i) (xii) (i) (i) (vii) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (xiv) 113 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 114 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Dormant companies (continued) Blantyre & East Africa Limited Blantyre Insurance & General Agencies Limited (Incorporated in Malawi – Eastern Produce Malawi Limited) Bonathaba Farms (Pty) Limited (Incorporated in South Africa) British African Tea Estates (Holdings) Limited British African Tea Estates Limited British Indian Tea Company Limited (ordinary and preference shares) British United Trawlers Limited BUT Engineers (Fleetwood) Limited (in liquidation) BUT Engineers (Grimsby) Limited Camellia Investments Limited Chisambo Holdings Limited Chisambo Tea Estate Limited Cholo Holdings Limited Craighead Investments Limited David Field Limited East African Tea Plantations Limited (Incorporated in Kenya – held by Eastern Produce Kenya Limited) Eastern Produce Africa Limited Eastern Produce Kakuzi Services Limited (Incorporated in Kenya – held by Kakuzi Limited) EP (RBDA) Limited (Incorporated in Malawi – Eastern Produce Malawi Limited) Estate Services Limited (Incorporated in Kenya – held by Kakuzi Limited) G. F. Sleight & Sons Limited (in liquidation) Goodricke Lawrie Consultants Limited Gotha Tea Estates Limited Granton Transport Limited (in liquidation) Hamstead Village Investments Limited Hellyer Bros Limited Horace Hickling & Co. Limited Hudson Brothers Trawlers Limited (in liquidation) Humber Commercials Limited (in liquidation) Humber - St. Andrew’s Engineering Company Limited Isa Bheel Tea Company Limited (ordinary and preference shares) Jatel Plc Jetinga Holdings Limited Jetinga Valley Tea Company Limited Kaguru EPZ Limited (Incorporated in Kenya – held by Kakuzi Limited) Kapsumbeiwa Factory Company Limited Principal country of Registered Oﬃce operation UK (xiv) Malawi South Africa UK UK UK UK UK UK UK UK UK UK UK UK Kenya UK Kenya Malawi Kenya UK UK UK UK UK UK UK UK UK UK UK UK UK UK Kenya UK (xii) (viii) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (x) (i) (x) (xii) (xi) (i) (i) (i) (xiv) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (xi) (i) 114 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 115 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Principal country of Registered Oﬃce operation Dormant companies (continued) Kip Koimet Limited (Incorporated in Kenya – held by Eastern Produce Kenya Limited) Kumadzi Tea Estates Limited Lankapara Tea Company Limited Lawrie Plantation Services Limited Nasonia Tea Company Limited (Incorporated in Malawi) Octavius Steel & Company (London) Limited Robert Hudson Holdings Limited (in liquidation) Rosehaugh (Africa) Limited Ruo Estates Limited Ruo Estates Holdings Limited Sandbach Export Limited Sapekoe Pusela (Pty) Limited (Incorporated in South Africa - held by Eastern Produce South Africa (Pty) Limited) Silverthorne-Gillott Limited S.I.S. Securities Limited Sterling Industrial Securities Limited Stewart Holl Investments Limited The Amgoorie Tea Estates Limited The Bagracote Tea Company, Limited (ordinary and preference shares) The Ceylon Upcountry Tea Estates Limited Dejoo Tea Company Limited The Dhoolie Tea Company Limited The Doolahat Tea Company Limited The Eastern Produce and Estates Company Limited The Endogram Tea Company Limited Jhanzie Tea Association Ltd The Harmutty Tea Company Limited The Kapsumbeiwa Tea Company Limited Longai Valley Tea Company Limited The Tyspane Tea Company Limited Thyolo Highlands Tea Estates Limited Vaghamon (Travancore) Tea Company Limited Walter Duncan & Goodricke Limited WDG Properties Limited Western Dooars Tea Holdings Limited (ordinary and preference shares) Kenya UK UK UK Malawi UK UK UK UK UK UK South Africa UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK (x) (i) (i) (i) (xii) (i) (i) (i) (i) (i) (i) (ix) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) (i) 115 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 116 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Summarised ﬁnancial information on subsidiaries with material non-controlling interests Summarised balance sheet Eastern Produce Kenya Limited as at 31 December 2021 2022 £’m £’m Eastern Produce Malawi Limited as at 31 December 2021 2022 £’m £’m 23.7 (19.0) –––––––––– 4.7 –––––––––– 24.0 (14.6) –––––––––– 9.4 –––––––––– 18.2 (14.1) –––––––––– 4.1 –––––––––– 14.8 (11.9) –––––––––– 2.9 –––––––––– 28.2 (5.4) –––––––––– 22.8 –––––––––– 27.5 –––––––––– 27.8 (5.3) –––––––––– 22.5 –––––––––– 31.9 –––––––––– 26.8 (8.8) –––––––––– 18.0 –––––––––– 22.1 –––––––––– 31.2 (9.4) –––––––––– 21.8 –––––––––– 24.7 –––––––––– Eastern Produce South Africa Limited as at 31 December 2021 2022 £’m £’m Goodricke Group Limited as at 31 December 2021 2022 £’m £’m 3.6 (4.4) –––––––––– (0.8) –––––––––– 10.3 (3.3) –––––––––– 7.0 –––––––––– 6.2 –––––––––– 4.1 (3.7) –––––––––– 0.4 –––––––––– 35.2 (23.9) –––––––––– 11.3 –––––––––– 32.3 (20.2) –––––––––– 12.1 –––––––––– 8.8 (2.9) –––––––––– 5.9 –––––––––– 6.3 –––––––––– 36.5 (11.6) –––––––––– 24.9 –––––––––– 36.2 –––––––––– 35.8 (12.5) –––––––––– 23.3 –––––––––– 35.4 –––––––––– Current Assets Liabilities Total current net assets Non-current Assets Liabilities Total non-current net assets Net assets Current Assets Liabilities Total current net (liabilities)/assets Non-current Assets Liabilities Total non-current net assets Net assets 116 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 117 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Current Assets Liabilities Total current net assets Non-current Assets Liabilities Total non-current net assets Net assets Summarised income statement Kakuzi Plc as at 31 December 2021 2022 £’m £’m 21.6 (2.6) –––––––––– 19.0 –––––––––– 18.7 (2.5) –––––––––– 16.2 –––––––––– 27.6 (7.8) –––––––––– 19.8 –––––––––– 38.8 –––––––––– 26.3 (6.8) –––––––––– 19.5 –––––––––– 35.7 –––––––––– Eastern Produce Kenya Limited for year ended 31 December 2022 £’m 2021 £’m Eastern Produce Malawi Limited for year ended 31 December 2022 £’m 2021 £’m 40.6 –––––––––– 36.5 –––––––––– 9.9 (3.2) 1.1 –––––––––– 7.8 –––––––––– 7.0 (2.1) (0.8) –––––––––– 4.1 –––––––––– 30.1 –––––––––– 0.7 (0.6) (2.6) –––––––––– (2.5) –––––––––– 25.3 –––––––––– 1.2 (0.6) (1.2) –––––––––– (0.6) –––––––––– 2.3 3.7 1.2 0.2 (0.7) – (0.2) – Revenue Proﬁt before tax Taxation Other comprehensive income/(expense) Total comprehensive income/(expense) Total comprehensive income/(expense) allocated to non-controlling interests Dividends paid to non-controlling interests 117 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 118 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Eastern Produce South Africa Limited for year ended 31 December Goodricke Group Limited for year ended 31 December 2022 £’m 2021 £’m 2022 £’m 2021 £’m 5.5 –––––––––– (0.8) 0.2 0.4 –––––––––– (0.2) –––––––––– 3.4 –––––––––– (0.4) 0.1 (0.5) –––––––––– (0.8) –––––––––– 90.5 –––––––––– 0.4 (0.3) 1.4 –––––––––– 1.5 –––––––––– 84.6 –––––––––– 0.6 (0.1) (1.4) –––––––––– (0.9) –––––––––– – – (0.2) – 0.4 0.2 (0.2) 0.2 Revenue (Loss)/proﬁt before tax Taxation Other comprehensive income/(expense) Total comprehensive (expense)/income Total comprehensive (expense)/income allocated to non-controlling interests Dividends paid to non-controlling interests Revenue Proﬁt before tax Taxation Other comprehensive income/(expense) Total comprehensive income Total comprehensive income allocated to non-controlling interests Dividends paid to non-controlling interests Kakuzi Plc for year ended 31 December 2022 £’m 2021 £’m 30.5 –––––––––– 7.3 (2.3) 1.1 –––––––––– 6.1 –––––––––– 3.0 1.5 21.8 –––––––––– 3.3 (1.1) (0.9) –––––––––– 1.3 –––––––––– 0.6 1.2 118 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 119 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Summarised cash ﬂows Eastern Produce Kenya Limited for year ended 31 December Eastern Produce Malawi Limited for year ended 31 December 2022 £’m 2021 £’m 2022 £’m 2021 £’m 14.0 0.9 (3.0) –––––––––– 11.9 –––––––––– (0.5) –––––––––– (12.3) –––––––––– 4.4 0.7 (2.1) –––––––––– 3.0 –––––––––– (1.0) –––––––––– (0.7) –––––––––– 2.6 (0.5) 0.4 –––––––––– 2.5 –––––––––– (0.6) –––––––––– – –––––––––– 1.7 (0.5) (0.7) –––––––––– 0.5 –––––––––– (0.1) –––––––––– – –––––––––– (0.9) 1.3 1.9 0.4 13.6 1.2 –––––––––– 12.3 – –––––––––– (0.6) 0.2 –––––––––– (1.2) 0.2 –––––––––– 13.9 –––––––––– 13.6 –––––––––– 1.5 –––––––––– (0.6) –––––––––– Cash ﬂows from operating activities Cash generated from operations Net interest received/(paid) Income tax paid Net cash generated from operating activities Net cash used in investing activities Net cash used in ﬁnancing activities Net (decrease)/increase in cash and cash equivalents and bank overdrafts Cash, cash equivalents and bank overdrafts at beginning of year Exchange gains on cash and cash equivalents Cash, cash equivalents and bank overdrafts at end of year 119 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 120 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Eastern Produce South Africa Limited for year ended 31 December Goodricke Group Limited for year ended 31 December 2022 £’m 2021 £’m 2022 £’m 2021 £’m 0.6 (0.3) – –––––––––– (0.8) (0.2) – –––––––––– 1.1 – (0.1) –––––––––– 4.3 – (0.1) –––––––––– 0.3 –––––––––– (1.4) –––––––––– (1.0) –––––––––– (1.1) –––––––––– 1.0 –––––––––– (1.6) –––––––––– 4.2 –––––––––– (1.0) –––––––––– 1.2 –––––––––– 2.0 –––––––––– (1.9) –––––––––– (2.5) –––––––––– 0.1 –––––––––– (0.1) –––––––––– (2.5) –––––––––– 0.7 –––––––––– 1.1 1.4 1.2 0.5 0.1 –––––––––– (0.2) –––––––––– 0.1 –––––––––– - –––––––––– 1.3 –––––––––– 1.1 –––––––––– (1.2) –––––––––– 1.2 –––––––––– Cash ﬂows from operating activities Cash generated from operations Net interest paid Income tax paid Net cash generated/(used in) from operating activities Net cash used in investing activities Net cash generated from/(used in) ﬁnancing activities Net increase/(decrease) in cash and cash equivalents and bank overdrafts Cash, cash equivalents and bank overdrafts at beginning of year Exchange gains/(losses) on cash and cash equivalents Cash, cash equivalents and bank overdrafts at end of year Cash ﬂows from operating activities Cash generated from operations Net interest received Income tax paid Net cash generated from operating activities Net cash generated used in investing activities Net cash used in ﬁnancing activities Net decrease in cash and cash equivalents and bank overdrafts Cash, cash equivalents and bank overdrafts at beginning of year Exchange gains/(losses) on cash and cash equivalents Cash, cash equivalents and bank overdrafts at end of year 120 Kakuzi Plc for year ended 31 December 2022 £’m 2021 £’m 11.6 0.5 (1.4) –––––––––– 10.7 –––––––––– (10.0) –––––––––– (3.0) –––––––––– (2.3) 10.8 1.0 –––––––––– 9.5 –––––––––– 8.5 0.5 (0.9) –––––––––– 8.1 –––––––––– (6.0) –––––––––– (2.3) –––––––––– (0.2) 11.2 (0.2) –––––––––– 10.8 –––––––––– 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 121 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Subsidiary undertakings (continued) Associated undertakings The principal associated undertakings of the Group at 31 December 2022 were: Insurance and banking BF&M Limited (Incorporated in Bermuda – common stock) United Finance Limited (Incorporated in Bangladesh – ordinary shares) United Insurance Company Limited (Incorporated in Bangladesh – ordinary shares) Principal country of operation Registered Oﬃce Group interest Accounting in equity date capital 2022 per cent. Bermuda (xv) 31 December 36.9 Bangladesh (vii) 31 December 38.4 Bangladesh (vii) 31 December 37.0 121 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 122 CAMELLIA PLC NOTES TO THE ACCOUNTS 44 Subsidiary and associated undertakings (continued) Registered Oﬃces: (i) Wrotham Place (vii) Camellia House (xiii) 1368 W Herndon Ave Bull Lane Wrotham Near Sevenoaks Kent TN15 7AE England (ii) Amgoorie Tea Garden PO: Amguri Haloating - 785 681 Dist: Sibsagar Assam India (iii) Camellia House 14 Gurusaday Road Kolkata - 700019 West Bengal India (iv) Koomber Tea Garden PO: Kumbhir Cachar - 788 108 Assam India 22 Kazi Nazrul Islam Avenue Dhaka 1000 Bangladesh #103 Fresno California 93711 USA (viii) Slangrivier Road Slangrivier Plaas Wellington 7655 South Africa (ix) 7 Windsor Street Tzaneen 850 Limpopo Province South Africa (xiv) Craigshaw Crescent West Tullos Aberdeen AB12 3TB Scotland (xv) 112 Pitts Bay Road Pembroke Bermuda HM08 (x) New Rehema House (xvi) Clarendon House Rhapta Road Westlands P O Box 45560 GPO 00100 Nairobi Kenya 2 Church Street Hamilton Bermuda HM11 (xvii) 3rd Floor 180 Msasani Bay Msasani Dar Es salaam Tanzania (v) Sessa Tea Garden PO: Dibrugarh - 786001 Dist: Dibrugarh Assam India (xi) Main Oﬃce Punda Milia Road Makuyu P O Box 24 01000 Thika Kenya (vi) Fazenda Maruque s/n (xii) PO Box 53 sala 03 Bairro Maruque Itaberá São Paulo Brazil Mulanje Malawi 122 265644 Camellia R&A pp103-pp123.qxp 03/05/2023 19:07 Page 123 CAMELLIA PLC NOTES TO THE ACCOUNTS 45 Control of Camellia Plc Camellia Holding AG continues to hold 1,427,000 ordinary shares of Camellia Plc (representing 51.67 per cent. of the total voting rights). Camellia Holding AG is owned by The Camellia Private Trust Company Limited, a private trust company incorporated under the laws of Bermuda as trustee of The Camellia Foundation ("the Foundation"). The Foundation is a Bermudian trust, the income of which is utilised for charitable, educational and humanitarian causes at the discretion of the trustees. The activities of Camellia Plc and its group (the “Camellia Group”) are conducted independently of the Foundation. Simon Turner, who is a Director of Camellia Plc, is also a director of The Camellia Private Trust Company and the president of the board of the trustee of the Foundation. While The Camellia Private Trust Company Limited as a trustee of the Foundation maintains its rights as a shareholder, it has not participated in, and has conﬁrmed to the board of Camellia Plc that it has no intention of participating in, the day to day running of the business of the Camellia Group. The Camellia Private Trust Company Limited has also conﬁrmed its agreement that where any director of Camellia Plc is for the time being connected with the Foundation, he should not exercise any voting rights as a director of Camellia Plc in relation to any matter concerning the Camellia Group’s interest in any assets in which the Foundation also has a material interest otherwise than through Camellia Plc. 46 Related party transactions Group During the year the Group received rental income from the Foundation of £nil (2021: £18,620). During the year the Group paid contributions to the overseas pension and post-employment schemes of £1,930,199 (2021: £3,775,062). Company The Company receives ﬁnancial and secretarial services from Linton Park Plc, a directly owned subsidiary undertaking. The amount payable for these services for 2022 was £422,081 (2021: £433,300). At 31 December 2022 £3,621,361 (2021: £3,029,941) is owed to Linton Park Plc and is unsecured, interest free and has no ﬁxed terms of repayment. Amounts due to Lawrie Group Plc, a directly owned subsidiary undertaking of £16,519,492 (2021: £13,409,492) include an unsecured loan note of £4,191,777 (2021: £4,191,777). The company received interest of £167,671 (2021: £167,671) on this unsecured loan note. The remaining balance is unsecured, interest free and has no ﬁxed terms of repayment. Balances receivable and payable from/to other Group companies at 31 December 2022 amounted to £2,052,715 (2021: £1,879,504) and £193,185 (2021: £193,187) respectively and are unsecured, interest free and have no ﬁxed terms of repayment. 47 Subsequent events There were no adjusting post balance sheet events. 123 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 124 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CAMELLIA PLC Report on the audit of the ﬁnancial statements 1. Opinion In our opinion: n n n n the ﬁnancial statements of Camellia Plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s aﬀairs as at 31 December 2022 and of the Group’s loss for the year then ended; the Group ﬁnancial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB); the parent company ﬁnancial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the ﬁnancial statements which comprise: n n n n n n n n the consolidated income statement; the consolidated statement of comprehensive income; the consolidated and parent company balance sheets; the consolidated and parent company statements of changes in equity; the consolidated and parent company cash ﬂow statement; the basis of preparation and statement of accounting policies; the notes 1 to 47 related to the consolidated ﬁnancial statements; and the notes 1 to 47 related to the parent company ﬁnancial statements. The ﬁnancial reporting framework that has been applied in the preparation of the Group ﬁnancial statements is applicable law, United Kingdom adopted international accounting standards and IFRSs as issued by the IASB. The ﬁnancial reporting framework that has been applied in the preparation of the parent company ﬁnancial statements is applicable law and United Kingdom adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006. 2. 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 statements 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 Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed entities, 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. 124 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 125 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 3. Summary of our audit approach Key audit matters The key audit matters that we identiﬁed in the current year were: n n Revenue recognition; Impairment of goodwill and intangible assets. Within this report, key audit matters are identiﬁed as follows: Newly identiﬁed Increased level of risk Similar level of risk Decreased level of risk Materiality Scoping The materiality that we used for the Group ﬁnancial statements was £1.28m which was determined on the basis of revenue. We consider the principal business units to reﬂect the components of the Group as this is how management monitor and control the business. Our scope covered 46 components of the Group. Of these, 35 were subjected to a full-scope audit whilst the 11 remaining were subject to speciﬁc audit procedures. Our scoping provides coverage of 100% of the Group’s revenue, 98% of the Group’s result before tax and 72% of the Group’s net assets. Signiﬁcant changes in our approach Changes in component scoping: We performed full scope audit on Brazil component in current year (2021: speciﬁed audit procedures). The component contributed over 10% of results before tax. Changes in key audit matters: n n n In prior year, acquisition accounting was considered a key audit matter but we no longer report this as a key audit matter as there have been no new acquisitions in the year. In the prior year, Provisions for uncertain tax positions and legal matters was considered to be a key audit matter due to impact of litigation concerning the Group’s East African operations ﬁrst identiﬁed in 2020. There are no signiﬁcant provisions or contingent liabilities remaining from this issue. Other than the ongoing legacy matters, we have not identiﬁed any further signiﬁcant potential litigation and therefore, we no longer report this as a key audit matter in current year. In the prior year the Fair value of biological assets was considered to be a key audit matter due to complexities and judgements involved. We no longer report this as a key audit matter based upon prior year audit experience. 125 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 126 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 4. Conclusions relating to going concern In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the ﬁnancial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: n n n n n n Assessing the latest cash ﬂow forecasts of the Group to determine whether these are consistent with the forecasts used during the impairment review; and assess the Directors’ going concern assessment. Assessing copies of any existing and new facilities and assessing the Group’s cash forecasts against available facilities and the required repayment proﬁles of debt and interest. Assessing the facilities and its availability and compliance with covenants. Evaluating each of the sensitivities adopted by management and assessing downside scenarios of cash headroom over the forecast period by performing our own sensitivity analyses to assess the solvency of the Group over the going concern review period. Assessing the reasonability of the assumptions that management have used in their cash forecasts; and Assessing the adequacy of the ﬁnancial statement disclosures in relation to going concern. Based on the work we have performed, we have not identiﬁed any material uncertainties relating to events or conditions that, individually or collectively, may cast signiﬁcant doubt on the Group’s and parent company’s ability to continue as a going concern for a period of at least twelve months from when the ﬁnancial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 5. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in our audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) that we identiﬁed. These matters included those which had the greatest eﬀect on: the overall audit strategy, the allocation of resources in the audit; and directing the eﬀorts of the engagement team. These matters were addressed in the context of our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 5.1 Revenue Recognition Key audit matter description The Group’s agricultural operations involve a wide range of customer delivery models, including auction and retail sales. Given the complexity of the Group’s operations and the terms of business with buyers, there is a risk of inappropriate cut-oﬀ of revenue recognition around the balance sheet date. The Group’s agricultural revenue is included within Sale of Goods of £283.0m (2021: £238.9m) disclosed in note 2 to the ﬁnancial statements. Further information regarding the agricultural revenue recognition policy is in the principal accounting policies disclosed in the ﬁnancial statements. 126 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 127 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS How the scope of our audit responded to the key audit matter We have performed the following procedures in order to address the key audit matter: n Obtained an understanding of the processes and controls used to record revenue transactions. n n n Assessed commercial arrangements to determine the correct point of revenue recognition of diﬀerent type of shipments. Assessed whether revenue was recorded in the correct period and whether cut-oﬀ of revenue is appropriate by agreeing a sample of revenue transactions during the period either side of the balance sheet date to the relevant terms of business, dispatch or delivery documentation as appropriate. Examined material journal entries that were posted to revenue accounts and obtained supporting evidence to test the appropriateness of revenue recognition. Key observations From the work performed, we have concluded that revenue is appropriately recognised in the correct accounting period. 5.2 Impairment of goodwill and intangible assets Key audit matter description The Group holds £6.3m (2021: £10.1m) of intangible assets including £1.0m (2021: £4.6m) allocated to goodwill and £3.6m (2021: £3.6m) allocated to Jing Tea brand. Please also refer to the Critical accounting estimates and judgments within accounting policies and Note 16 to the accounts. The risk in relation to intangibles relates to (i) Brand value relating to Jing Tea Limited, (ii) Goodwill on the past acquisition of tea estates in India by Goodricke Group Limited and Amgoorie India Limited and (iii) Goodwill related to the prior year acquisition of Bardsley Group. There is risk that these cash generating units (CGUs) or groups of CGUs may not achieve the anticipated business performance to support their carrying value, or that the estimated fair value of the CGUs may not support their carrying value. This could lead to an impairment charge that has not been recognised by management. The Group’s impairment assessment of CGUs to which goodwill is allocated in accordance with IAS 36 Impairment of Assets are determined based upon value in use calculations and where relevant fair value less costs to sell calculations and are performed by management with the help pf external valuers where applicable. The estimates and assumptions used within the cashﬂow projections require estimates, including signiﬁcant assumptions regarding future royalty rates, discount rates and cashﬂows. Intangible assets are disclosed in note 16 to the ﬁnancial statements, the valuation is discussed as sources of estimation uncertainty, and the valuation policy is disclosed in the principal accounting policies. 127 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 128 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS How the scope of our audit responded to the key audit matter We have performed the following procedures in response to the key audit matter: n Obtained an understanding of the processes and relevant controls related to the impairment review of intangible assets and goodwill. n n n n n n n Checked the arithmetical accuracy of the value in use and Fair value less cost to sell calculations. We evaluated the current year changes to the key assumptions and assessed retrospectively whether prior year assumptions were appropriate. Involved our valuation specialists in evaluating management’s royalty and discount rates. We benchmarked the royalty rate and discount rate to comparable companies and considered the underlying assumptions based on our knowledge of the group and its industry. Assessed the accuracy of management’s revenue and cash ﬂow projections by comparing historical forecasts with actual cash ﬂows. We assesed whether forecast cash ﬂows were consistent with Board approved forecasts. We also performed sensitivity analysis as part of our overall evaluation of forecast cash ﬂows. Assessed the valuation reports issued by third party external valuers by comparing them with similar market transactions. We also held discussions with the valuers to challenge the methods and assumptions used for determining the fair value. Evaluated the competence, capabilities and objectivity of third party external valuers. Assessed the ﬁnancial statements disclosures in relation to the impairment assessments performed. Also assessed the adequacy of the Group’s disclosures including the need to disclose further sensitivities for CGUs where a reasonably possible change in a key assumption would cause an impairment. n We have considered the key potential impacts of climate change Key observations From the work performed, we have concluded that impairment of goodwill and intangible assets is appropriately recognised in accordance with IAS 36. In addition the relevant disclosures are appropriate based on the results of our work. 128 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 129 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 6. Our application of materiality 6.1 Materiality We deﬁne materiality as the magnitude of misstatement in the ﬁnancial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or inﬂuenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows: Group ﬁnancial statements Parent company ﬁnancial statements Materiality £1.28m (2021: £0.9m) £0.4m (2021: £0.3m) Basis for determining materiality Rationale for the benchmark applied 0.4% of Revenue (2021: 0.3% of revenue). We note that the overall size of the business, demonstrated by revenue, has remained broadly consistent with the prior year therefore we conclude that the basis for materiality was deemed appropriate. Revenue is deemed an important benchmark for users to determine growth and performance of the Group. 2% of net assets, capped at 35% of group materiality (2021: 2% of net assets, capped at 35% of group materiality) We have used net assets measure given that the parent company is a holding company, generating no revenue 6.2 Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the ﬁnancial statements as a whole. Performance materiality Basis and rationale for determining performance materiality Group ﬁnancial statements Parent company ﬁnancial statements 70% (2021: 70%) of group materiality 70% (2021: 70%) of parent company materiality In determining performance materiality, we have considered the following factors: n There have been no changes to the business in their operation or ﬁnancial reporting process. n The Group has a history of correcting identiﬁed misstatements and the remaining uncorrected misstatements are historically below performance materiality. n The quality of the control environment, hence the decreased likelihood of signiﬁcant misstatements occurring. 129 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 130 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 6.3 Error reporting threshold We agreed with the Audit Committee that we would report to the Committee all audit diﬀerences in excess of £64,000 (2021: £43,000), as well as diﬀerences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identiﬁed when assessing the overall presentation of the ﬁnancial statements. 7. An overview of the scope of our audit 7.1 Identiﬁcation and scoping of components Our Group audit was scoped by obtaining an understanding of the Group and its environment, including group-wide controls, and assessing the risks of material misstatement at the Group level. The Group undertakes agricultural operations in countries across Africa, South America and Asia, with its principal crops grown in Bangladesh, India, Kenya and Malawi. The Group’s engineering operations as well as apple and pears orchards, acquired in prior year, are located in the UK. Of the Group’s 55 principal components, 35 were subject to a full audit and 11 were subject to speciﬁed audit procedures where the extent of our testing was based on our assessment of the risks of material misstatement and of the materiality of the Group’s operations at those locations. We performed a full scope audit on the Brazil component in current year (2021: speciﬁed audit procedures). The component contributed over 10% of results before tax. These 46 components represent the principal business units and account for 100% (2021: 99%) of the Group’s revenue and 98% (2021: 86%) of the Group’s results before tax and 72% (2021: 87%) of the Group’s net assets. The remaining components were subject to analytical review procedures by the Group audit team or were scoped out on the basis of being dormant or immaterial. Our audit work on these components in addition to the parent entity was executed to lower levels of materiality of £0.4m to (35%) of group materiality (2021: £0.3m (35%)). The parent company is located in the UK and audited directly by the group audit team. At the parent entity level we tested the consolidation process and carried out analytical procedures to conﬁrm our conclusion that there were no signiﬁcant risks of material misstatement of the aggregated ﬁnancial information of the remaining components not subject to audit or audit of speciﬁed account balances. 6% Revenue 2% 6% Proﬁt before tax 94% 92% 11% 17% 7% Net assets 65% Full audit scope Full audit scope Full audit scope Speciﬁed audit procedures Speciﬁed audit procedures Speciﬁed audit procedures Review at group level Review at group level Scoped out 130 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 131 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 7.2 Our consideration of the control environment Our risk assessment procedures include obtaining an understanding of relevant controls to the audit. Consistent with previous years, we have obtained an understanding of relevant controls on the following areas: n n Financial reporting process; and Impairment of intangibles. This covered some of the key accounting and reporting tools that are used by management and the interface between various systems. 7.3 Working with other auditors The Group audit team are responsible for the scope and direction of the audit process and provide direct oversight, review, and coordination of our component audit teams. We interacted regularly with the component team during each stage of the audit and reviewed key working papers. In September 2022, we held a group-wide planning meeting, in which we set out the materiality and scoping for component teams, as well as considering signiﬁcant risks across the Group. We also held planning meetings with each of our specialists, involving our component teams where relevant. During our interim and year-end audit, we held regular catch-up meetings with components to monitor progress and highlight any issues arising. The Senior Statutory Auditor participated in all of the ﬁnal close meetings of the group’s signiﬁcant components. The Senior Statutory Auditor or another senior members of the group audit team carried out a review of the component auditor ﬁles. Our oversight of component auditors focused on the planning of their audit work and key judgements made. In particular, our supervision and direction focused on the work performed in relation to key audit matters by component teams including revenue recognition and impairment of intangible assets and goodwill. As part of our monitoring of component auditors, we have also attended key audit close meetings. 7.4.Our consideration of climate-related risks Management has considered transition and physical risks when factoring in climate change as part of their risk assessment process when considering the principal risks and uncertainties facing the Group. This is set out in the strategic report on pages 21 to 31 and the principal risks set out on pages 22 to 27. The areas of the ﬁnancial statements that are notably impacted by climate-related matters are associated with future forecasts in the medium to long term. From the ﬁnancial statements’ perspective, these risks have been focused on the valuation of goodwill and other intangible assets and Biological assets. This is consistent with our evaluation of the climate-related risks facing the Group and is linked to the key audit matter as highlighted in section 5.2 above. In addition, we have: n n n n assessed the key ﬁnancial statement line items and estimates which are more likely to be materially impacted by climate change risks given the more notable impacts of climate change on the business are expected to arise in the medium to long term. challenged how the Directors considered climate change in their assessment on the Group’s operations based on our understanding of the business environment and by benchmarking relevant assumptions with market data. involved our Environmental Social and Governance (ESG) specialist in challenging the group’s climate risk assessments. Read the climate risk disclosures included throughout the strategic report section of the annual report to consider whether they are materially consistent with the ﬁnancial statements and our knowledge obtained in the audit. 131 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 132 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 8. Other information The other information comprises the information included in the annual report , other than the ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the ﬁnancial statements themselves. 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. 9. Responsibilities of directors 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 true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, the directors are responsible for assessing the Group’s and the parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. 10. 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 FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 132 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 133 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS 11.1 Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: n n n n the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; results of our enquiries of management and the Audit Committee about their own identiﬁcation and assessment of the risks of irregularities, including those that are speciﬁc to the Group’s sector; any matters we identiﬁed having obtained and reviewed the group’s documentation of their policies and procedures relating to: l l l identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; the matters discussed among the audit engagement team including signiﬁcant component audit teams and relevant internal specialists, including tax, valuations, pensions, ESG and IT specialists regarding how and where fraud might occur in the ﬁnancial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identiﬁed the greatest potential for fraud in the following area – revenue recognition. In common with all audits under ISAs (UK), we are also required to perform speciﬁc procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on provisions of those laws and regulations that had a direct eﬀect on the determination of material amounts and disclosures in the ﬁnancial statements. The key laws and regulations we considered in this context included the UK Companies Act, pensions legislation and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct eﬀect on the ﬁnancial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s health, safety and environmental regulations (carbon reduction, etc), Bribery Act and employee laws. 11.2 Audit response to risks identiﬁed As a result of performing the above, we identiﬁed revenue recognition as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the speciﬁc procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identiﬁed included the following: n n n n reviewing the ﬁnancial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct eﬀect on the ﬁnancial statements; enquiring of management, the Audit Committee and in-house legal counsel concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reading minutes of meetings of those charged with governance, reviewing internal audit reports; and 133 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 134 CAMELLIA PLC REPORT OF THE INDEPENDENT AUDITORS n in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any signiﬁcant transactions that are unusual or outside the normal course of business. We also communicated relevant identiﬁed laws and regulations and potential fraud risks to all engagement team members including internal specialists and signiﬁcant component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: n n the information given in the strategic report and the directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the ﬁnancial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in the course of the audit, we have not identiﬁed any material misstatements in the strategic report or the directors’ report. 13. Matters on which we are required to report by exception 13.1 Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: n we have not received all the information and explanations we require for our audit; or n n adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company ﬁnancial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 13.2 Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made. We have nothing to report in respect of this matter. 14. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 members as a body, for our audit work, for this report, or for the opinions we have formed. Makhan Chahal ACA (Senior Statutory Auditor) For and on behalf of Deloitte LLP Statutory Auditor London, United Kingdom 3 May 2023 134 265644 Camellia R&A pp124-pp135.qxp 03/05/2023 19:30 Page 135 CAMELLIA PLC FIVE YEAR RECORD 2022 £’m 2021 £’m *Restated 2020 £’m *Restated 2019 £’m *Restated 2018 £’m *Restated 281.3 –––––––––– 50.3 (20.0) –––––––––– Revenue-continuing operations 297.2 –––––––––– 255.3 –––––––––– 270.1 –––––––––– 266.0 –––––––––– (Loss)/proﬁt before tax Taxation (Loss)/proﬁt from continuing operations Proﬁt from discontinued operations Proﬁt/(loss) attributable to owners of the parent Equity dividends paid Equity Called up share capital Reserves Total shareholders’ funds Earnings/(loss) per share - continuing operations Earnings/(loss) per share - continuing and discontinued operations Dividend paid per share (3.7) (12.2) –––––––––– 7.1 (2.6) –––––––––– 7.2 (8.6) –––––––––– 20.5 (7.2) –––––––––– (15.9) –––––––––– 4.5 –––––––––– (1.4) –––––––––– 13.3 –––––––––– 30.3 –––––––––– 7.6 –––––––––– – –––––––––– 0.6 –––––––––– 1.8 –––––––––– 2.0 –––––––––– (13.0) –––––––––– 2.3 –––––––––– (5.0) –––––––––– 8.3 –––––––––– 4.0 –––––––––– 5.2 –––––––––– 2.8 –––––––––– 4.0 –––––––––– 25.2 –––––––––– 3.8 –––––––––– 0.3 368.6 –––––––––– 368.9 –––––––––– 0.3 388.3 –––––––––– 388.6 –––––––––– 0.3 376.3 –––––––––– 376.6 –––––––––– 0.3 395.4 –––––––––– 395.7 –––––––––– 0.3 395.2 –––––––––– 395.5 –––––––––– (745.8) p 83.3 p (202.8) p 235.3 p 839.9 p (470.7) p 146 p 83.3 p 188 p (181.0) p 102 p 300.5 p 144 p 912.4 p 138 p * The comparative ﬁgures have been restated following the disposal of Associated Cold Stores & Transport Limited 135 265644 Camellia R&A pp136-end.qxp 03/05/2023 19:10 Page 136 CAMELLIA PLC APPENDICES Appendix 1: Global (excluding UK) GHG emissions and energy use data for the year to 31 December Reporting year Group sectors reported Emissions from combustion of LPG and Natural gas (Scope 1) (tCO2e) Emissions from combustion of diesel and petrol for transport and onsite combustion (Scope 1) (tCO2e) Emissions from the combustion of coal (Scope 1) (tCO2e) Emissions from combustion of ﬁrewood and other fuels (Scope 1) (tCO2e) Emissions from fertilisers, waste, livestock, land use change and refrigerants (Scope 1) (tCO2e) Emissions from purchase of electricity for own use (Scope 2, location-based) (tCO2e) Emissions from purchase of electricity for own use (Scope 2, market-based*) (tCO2e) Emissions from purchase of electricity, heat, steam, and cooling purchased for own use (Scope 2, location-based) (tCO2e) Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel (Scope 3) (tCO2e)** Total gross Scope 1 and Scope 2 emissions (location-based) (tCO2e) Total gross Scope 1 and Scope 2 emissions (market-based) (tCO2e) Intensity ratio: Kg CO2e/Kg of made tea Energy equivalent from combustion of LPG and Natural gas (Scope 1) (GWh) Energy equivalent from combustion of diesel and petrol for transport and onsite combustion (Scope 1) (GWh) Energy equivalent from the combustion of coal (Scope 1) (GWh) Energy equivalent from combustion of ﬁrewood and other fuels (Scope 1) (GWh) Electricity purchased for own use (Scope 2) (GWh) Renewable electricity generated for own use (Scope 2) (Gwh) Energy equivalent from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel (Scope 3) (GWh)** 2022 Global (Excluding UK) 2021 Global (Excluding UK) 2020 Global (Excluding UK) 2019 Global (Excluding UK) 22,867 24,008 21,555 25,350 15,030 72,343 3,386 14,866 71,000 3,816 15,324 80,217 3,819 17,501 88,377 3,558 40,833 43,163 43,312 46,290 40,434 41,958 42,717 47,625 40,434 41,942 42,717 47,625 40,434 41,958 42,717 47,625 180 194,942 194,942 1.36 124.6 61.5 222.9 234.9 92.0 1.0 132 n/a n/a 198,811 206,944 228,701 198,795 1.29 206,944 1.40 228,701 1.51 130.5 117.0 137.2 61.5 219.4 250.9 91.4 0.9 62.8 250.4 247.2 90.5 0.9 71.0 266.3 227.7 95.5 0.6 0.5 0.5 n/a n/a * 2020 is the ﬁrst reporting period for which we reported our scope 2 market-based emissions ** 2021 was the ﬁrst reporting period for which we reported our scope 3 business travel in rental cars or employee-owned vehicles 136 265644 Camellia R&A pp136-end.qxp 03/05/2023 19:10 Page 137 CAMELLIA PLC APPENDICES Appendix 2: UK GHG emissions and energy use data for the year to 31 December Reporting year Group sectors reported 2020 UK 2022 UK 2021 UK 2019 UK Emissions from combustion of LPG and Natural gas (Scope 1) (tCO2e) Emissions from combustion of diesel and petrol for transport and onsite combustion (Scope 1) (tCO2e) Emissions from combustion of other fuels (Scope 1) (tCO2e) Emissions from fertilisers, waste, livestock, land use change, and refrigerants (Scope 1) (tCO2e) Emissions from purchase of electricity for own use (Scope 2, location-based) (tCO2e) Emissions from purchase of electricity for own use (Scope 2, market-based*) (tCO2e) Emissions from purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, location- based) (tCO2e) Emissions from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel** (Scope 3) (tCO2e) Total gross Scope 1 and Scope 2 emissions (location-based) (tCO2e) Total gross Scope 1 and Scope 2 emissions (market-based) (tCO2e) Energy equivalent from combustion of LPG and Natural gas (Scope 1) (GWh) Energy equivalent from combustion of diesel and petrol for transport and onsite combustion (Scope 1) (GWh) Energy equivalent from combustion of other fuels (Scope 1) (GWh) Electricity purchased for own use (Scope 2) (GWh) Energy equivalent from business travel in rental cars or employee-owned vehicles where company is responsible for purchasing the fuel (Scope 3) (GWh) 799 1,202 1,591 1,939 4,344 549 245 4,125 991 4,087 362 67 4,408 1,171 3,744 88 13 5,130 32 5,069 122 17 5,316 n/a 4,125 4,408 5,130 5,316 68 15 n/a n/a 10,062 10,126 10,566 12,463 6,928 4.3 17.0 2.1 21.3 6,889 6.5 17.3 1.4 20.8 5,468 8.6 15.6 0.3 22.0 n/a 10.5 20.8 0.5 21.5 0.3 0.0 n/a n/a * 2020 is the ﬁrst reporting period for which we reported our Scope 2 market-based emissions. The increase in market-based emissions in 2021 was primarily due to the inclusion of Bardsley England. ** 2021 was the ﬁrst reporting period for which we reported our Scope 3 business travel in rental cars or employee-owned vehicles. 137 265644 Camellia R&A pp136-end.qxp 03/05/2023 19:10 Page 138 CAMELLIA PLC APPENDICES Appendix 3: SECR reporting methodology The scope of the reporting for SECR purposes was determined by including the businesses in which the Group owns majority holdings and/or fully operates. We are working to capture anything that falls outside this boundary within the Group’s reporting of its Scope 3 emissions, which is under development. It includes GHG (Greenhouse Gas) emissions and energy use by businesses that were divested during the reporting period up to the date of transfer of risk and reward pertaining to those businesses. Similarly, it includes business that were acquired during the reporting period from the date of transfer of risk and reward pertaining to those businesses. The reporting period aligns with the Group’s ﬁnancial reporting period. The reported ﬁgures are an aggregation of emissions and energy consumption by the Group’s reporting units. A reporting unit is deﬁned as a geographically located operating entity or group of entities. For example, the India group of companies is deﬁned as one reporting unit. Within a reporting unit distinction is made between diﬀerent sites, ﬁeld operations and factory operations. The conversion and emission factors used in calculating the Group’s emissions are as per those published by the UK Department for Business, Energy and Industrial Strategy and the UK Department for Environment, Food and Rural Aﬀairs (Defra) and the Intergovernmental Panel on Climate Change (IPCC), which are in line with the GHG Protocol guidance. The non-UK electricity emission factors are sourced from the International Energy Agency for Scope 2 location-based reporting. For Scope 2 market-based reporting they are sourced directly from the electricity suppliers, where available. For global (excluding UK) market-based emissions in regions where renewable energy certiﬁcate (REC) systems are not developed, market-based emission factors are calculated using location-based grid average emission factors. For UK market-based emissions, where supplier speciﬁc emission rates could not be determined due to unavailability of data, UK residual mix emission factors were used. A standardised reporting tool is used to capture the Group’s environmental and energy data. Year on year trends in the data are analysed and understood. Where estimates are used these are disclosed and assessed in terms of magnitude as part of the overall data quality. Every eﬀort is made to ensure the environmental data that we report is accurate. However, should more accurate or complete data be available for prior years, we will restate if it results in a movement of at least 5% in the reported data. We may restate carbon emissions even when there is no change in consumption data, due to corrections to the emissions factors provided by Defra. The Scope 3 element pertaining to energy use and CO2e emissions from rental cars or employee-owned vehicles where the company is responsible for purchasing the fuel or where the company reimburses the employee for the fuel has been estimated based on an estimate of the kilometres travelled by employees under this category. We did not estimate this category for prior years since its share of the Group’s total carbon footprint is relatively immaterial. 138 265644 Camellia R&A Cover Spread.qxp 28/04/2023 10:28 Page 1 CAMELLIA PLC C a m e l l i a P l c A n n u a l R e p o r t 2 0 2 2 Perivan.com 2022 135

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