CAMELLIA PLC
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Perivan.com
2023
136
CAMELLIA PLC
REPORT AND ACCOUNTS 2023
CONTENTS
page
Camellia at a glance
Directors and advisers
Chairman’s Statement
Chief Executive’s Statement
Operational Report
Environmental and Social Report
Strategic Report
Corporate governance
Report of the Directors
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
Appendices
Report of the independent auditors
Five year record
2
4
5
6
8
17
29
35
49
53
55
56
57
58
59
60
61
62
63
80
136
140
152
1
CAMELLIA PLC
CAMELLIA AT A GLANCE
We are an international Group of companies headquartered in the UK and focused on agriculture.
As a Group we are committed to doing the right thing: ethically and commercially.
Good stewardship is a core ethos of the Group; holding sustainable businesses in trust for future
generations. Group companies continuously seek to improve the long-term stability and wellbeing of
their businesses and the communities and environments in which they operate. We promote the use of
sustainable agricultural practices and encourage Group companies to protect and enhance their
environment and communities.
Purpose and strategy
We aim through our Group companies to generate long-term value for shareholders and other
stakeholders, which include employees, customers, suppliers and communities.
The Group’s strategy is to focus on agriculture and the sustainable production of all its crops, whilst
continuously assessing opportunities to diversify by both crop and origin. We aim to continually improve
operational efficiency and sustainability which is not only a driving force for enhancing profitability but
also a powerful tool to reduce environmental impact and benefit communities.
As previously communicated, execution of this strategy will involve divesting non-agriculture assets as
appropriate opportunities arise.
Our business is made up as follows:
Agriculture
2023: Revenue – £255.6 million (2022: £283.0 million), trading loss £5.6 million
(2022: £15.5 million profit)
Locations
Mature
Area
Ha
Immature
Area
Ha
Tea
Production and manufacturing
Instant tea, branded tea and
tea lounges
India, Bangladesh, Kenya, Malawi
34,462
2,132
India, UK
–
–
Nuts and fruits
Macadamia
Avocado
Other fruits
Other agriculture
Forestry
Arable
Rubber
Livestock
Kenya, Malawi, South Africa
Kenya, Tanzania, South Africa
Kenya, South Africa
Kenya, Malawi, Brazil
Brazil
Bangladesh
Kenya
3,336
821
418
2,602
3,860
1,654
4,506 head
574
587
53
2,984
–
26
–
2
CAMELLIA PLC
CAMELLIA AT A GLANCE
Other investments
Engineering
2023: Revenue – £15.7 million (2022: £13.2 million), trading loss £0.3 million
(2022: £0.8 million loss)
A JT Engineering
Investments
Investment Portfolio
Investment Property
Collections (stated at cost)
Assets held for sale
Location
UK
Locations
Global
UK, Malawi
UK, India
UK, Bermuda
Market value at
31/12/2023
£’m
38.1
23.3
7.5
82.3*
* Includes investment property, items from the Collections and BF&M categorised as held for sale
Associates
2023: Share of results after taxation – £3.4 million profit* (2022: £3.7 million loss)
Locations
Holding %
Bangladesh
United Finance (Banking)
United Insurance (Non-life insurance) Bangladesh
38.4
37.0
* Includes share of results of BF&M until it was reclassified as held for sale
Market value
at 31/12/2023
£’m
8.1
5.3
3
CAMELLIA PLC
DIRECTORS AND ADVISERS
Directors
Simon Turner
Byron Coombs
Graham Mclean
Susan Walker
Stephen Buckland
Rachel English
Frédéric Vuilleumier
Non-executive Chairman
Chief Executive
Director of Agriculture
Chief Financial Officer
Non-executive Director
Independent non-executive Director
Independent non-executive Director
Board committee membership is detailed on pages 35 to 38
Company Secretary
Anita Denise Bodri
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
CAMELLIA PLC
CHAIRMAN’S STATEMENT
It is a great honour to take on the role of Chairman of Camellia Plc. The Board joins with the Camellia
family in thanking Malcolm Perkins for over five decades of dedicated service to the Group and wishes
him a long and happy retirement.
We have also recently announced that Susan Walker, Chief Financial Officer, has chosen to pursue a
portfolio career and will not stand for re-election as CFO and Director at the forthcoming AGM. I thank
Susan for her significant contribution and dedication over the past nine years and wish her well for the
future. Having undertaken an extensive search, we are pleased to announce the appointment of Oliver
Capon as the new CFO, and to propose his election to the Board at the AGM. Oliver is an experienced and
commercial CFO with thirty years of experience, initially at Arthur Andersen and subsequently at Shell Plc,
and we believe he will bring valuable skills to the executive team. In addition, we have previously
indicated that we would increase the number and breadth of expertise of the Board’s independent
non-executive Directors, and I can confirm that we are making good progress in this matter.
It seems appropriate, with so many global challenges impacting society, business and many of our
Group’s markets and communities, to pause and reflect on the past as well as looking towards the future.
Our new Chief Executive, Byron Coombs, has been doing just that, formulating a future business strategy
which engages the Camellia culture and values. We believe that in difficult market conditions our values
become even more important in maintaining our Group companies’ licence to operate in each of their
communities. The foundations of the Camellia philosophy will therefore underpin all that we seek to
achieve in the years ahead, as they did in the past.
At this time of transition, it is worth reiterating the essence of this approach. The Board considers that the
operational and financial success of Camellia is of the utmost importance because it is fundamental to
the fulfilment of the responsibility it feels both to shareholders as well as others closely related to the
Company. This sense of responsibility requires us to run a sustainable business with a patient, long-term
perspective, which aims to deliver an attractive return to shareholders, at the same time as providing
meaningful employment and development opportunities to its staff in a positive working environment.
It demands that we exercise good stewardship as a stable and supportive shareholder to Group
companies so that they can be run effectively and sustainably: providing goods and services of the
highest quality to their customers, having a real concern for the welfare of their employees and
communities and working in harmony with the natural environment. Moreover, it obliges us in all our
activities to promote integrity, professionalism, fairness and humility – good ‘corporate citizenship’ –
throughout the Group, for the benefit of society generally.
We will not always succeed, and we are aware that a combination of circumstances has given rise to what
is, at present, an unsatisfactory financial performance. Our belief is that, through a renewed focus on
Camellia’s fundamental strengths, the Company will face its challenges more successfully and make
better use of its core skills and capabilities. Camellia will therefore move into the future with a clarity of
purpose matched by a clear commitment to its values and principles; this is a commitment instilled in me
through over a decade of close connection with this unique company, whose former Chairman, Gordon
Fox, the architect of the original structure of the Group, embedded in it the view that business could be
run ‘with a human face’.
We thank all our staff, and the boards and employees of the Group companies, for their hard work,
dedication and goodwill, and hope that they feel appreciated for all that they have achieved.
Simon Turner
Chairman
28 April 2024
5
CAMELLIA PLC
CHIEF EXECUTIVE’S STATEMENT
It is a privilege to be appointed CEO of Camellia Plc, a company with a long history of investing in primary
agriculture businesses alongside a range of other asset investments. I take on this role at a difficult time
in our history but supported by a strong balance sheet and some excellent Group companies.
Since joining last September, I have been visiting our main Group companies and spending time with
their management teams. More recently I have been working with the UK Board and executive team to
assess the current business conditions and our longer-term opportunities.
The primary agricultural industry is always challenging, but the past two years have been particularly
tough in our markets. The global supply of tea is running ahead of consumption, and more recently, the
macadamia market suffered serious demand disruption because of COVID legacies. The weak market
conditions in tea and macadamia, together with the well-publicised difficulties faced by Bardsley (and
other similar UK fruit businesses) have resulted in poor operating results.
Group revenues in 2023 were £272.3 million and the trading loss was £15.6 million, both significantly
below our expectations at the start of the year. The profit before tax was £3.8 million, benefitting from
the recognition of the embedded value in our holding in BF&M which is being sold, improved results from
associates and investments, and asset disposals. These 2023 results, and the results of recent years, are
reflected in our share price which is understandably of concern to shareholders. I would like to reassure
our investors that the Camellia Board acknowledges their disappointment and recognises that Camellia’s
financial performance must improve.
As a result of the poor operating performance in 2023 and the current operating outlook for 2024, the
Directors will not be recommending payment of an annual dividend. The Board will consider a payment
of an interim dividend for 2024 after reviewing the half year results and outlook for the remainder of the
year. The Board acknowledges the declining share price and limited liquidity and restates its intention to
consider a share buy-back, subject to the sale of BF&M completing, and the Group’s balance sheet
permitting.
We currently have three strands to our strategy: selling non-core assets, supporting our existing Group
companies whose activities are in primary food production and processing, and continuing our
investment in non-tea crops.
Several of the Group’s investment properties, including the Linton Park estate, have been placed on the
market. One investment property in Brazil was sold in 2023, and two UK commercial properties were
sold in Q1 2024. Parts of the Group’s Collections were sold in 2023, with further items planned for auction
in 2024.
We announced in June 2023 a contract to sell our 37% holding in BF&M for US$100m to Argus Group
Holdings. The purchase of an investment in Argus by BF&M in late 2023 introduced a complicating factor
which has slowed regulatory approvals. We expect these approvals to be obtained in Q2 2024.
In recent years Camellia has been transitioning its business to focus on those Group companies whose
activities are in primary food production and processing. The Group’s most significant interest remains
the production and processing of tea, but progress has been made towards our goal of diversifying into
other crops – principally avocados and macadamias.
In line with this, in 2023 our Group companies continued their investment in new avocado and macadamia
plantations, using the experience of the Kenyan business and employing the Group’s market knowledge
and scale. The continued developments in Tanzania and South Africa also help diversify production sites -
taking advantage of the climate and water benefits these locations offer. These investments will extend
the market window for the Group’s fruit deliveries to the main markets that it supplies.
The Kenyan business continues to explore blueberries as a future significant crop for the Group. The
experience being gained from the current commercial blueberry trial is crucial to the decision to expand
beyond the trial stage.
6
CAMELLIA PLC
CHIEF EXECUTIVE’S STATEMENT
While we have worked to diversify the Group’s crop production, not all our efforts have paid off; the
investment in Bardsley has not been successful. We have recognised this and acted accordingly.
Camellia assesses its core operations and other investments to evaluate their strategic fit, contribution to
mitigating the Group’s risk profile, and their profit potential. The goal is to ensure that we build Camellia
around the Group’s established skills, experience, and market position, and thereby improve profitability
and financial performance.
Alongside our priority of generating better returns for our shareholders we will continue to respect the
interests of our employees, support the development of communities and economies, and help sustain
the environment in which Group companies operate. These commitments are at the heart of our values
and are crucial to being a trusted partner to our stakeholders. They underpin our ability to generate long
term value for our shareholders.
Looking to 2024: tea markets remain very tough, there are some signs that demand and prices for
macadamia are slowly recovering, but volumes in aggregate will be lower than in 2023. The market for
avocados is currently in line with that of last year. The soya harvest in Brazil is complete but volumes have
been significantly impacted by drought and pests whilst prices remain disappointing. 2024 will represent
the final year in which Bardsley will have a significant negative impact. Currency markets are volatile and
in 2024 to date the strengthening of the Kenya Shilling has had a substantial adverse impact on profits.
Whilst our shareholders will appreciate it is still too early in the season to make firm predictions, we
currently expect revenues for 2024 to be marginally above that of 2023 but the adjusted loss before tax
for 2024 to be significantly higher than that of last year. With our substantial cash resources, our
investment portfolio and limited gearing, we continue to be well placed to withstand the current
challenging market conditions.
Beyond 2024: ongoing investment in developing crops, rising volumes from increasingly mature plantings,
and the Group companies’ efforts to improve operational efficiency, form the basis for better financial
performance in the years ahead. In addition to improvements in operational performance the Board will
continue to examine more strategic opportunities to enhance shareholder value.
Byron Coombs
Chief Executive
28 April 2024
7
CAMELLIA PLC
OPERATIONAL REPORT
Overview
Revenue from continuing operations for the Group decreased 8% to £272.3 million from £297.2 million in
2022. This reflects a decrease in revenue in Agriculture to £255.6 million (2022: £283.0 million) where the
benefit of higher tea and avocado crops and higher avocado selling prices were insufficient to offset the
impact of lower tea, macadamia, soya and apple average prices in all jurisdictions.
The results for 2023 show a profit before tax for continuing operations of £3.8 million (2022: £4.3 million
loss) reflecting significantly higher contribution from BF&M but a loss from Agriculture. It also reflects a
number of separately disclosed items, predominantly gains on disposal of assets, changes to impairment
provisions and restructuring costs which are discussed in more detail later in this Operational Report and
in note 4 to the Accounts. Excluding these separately disclosed items, the adjusted loss before tax for
continuing operations for the year was £9.3 million (2022: £4.0 million profit).
The Agriculture division incurred a trading loss of £5.6 million in 2023 despite the continued strong focus
on consistent quality to maximise prices, cost control and efficiency initiatives and despite volume growth
in tea and avocado. The reduced profitability for the division arose from lower average pricing for tea,
macadamia, apples and arable crops combined with significant levels of wage cost inflation across all
businesses.
As previously announced, due to the very high input cost inflation experienced in the UK fruit sector,
coupled with severe customer price sensitivity, a decision was taken in January 2024 to close Bardsley.
The 2023 results reflect Bardsley’s restructuring in early 2023, dilapidation costs and impairment charges
arising from the subsequent closure decision in January 2024 totaling £8.9 million (see pages 85 and 86).
Further closure related costs will be incurred and reflected in the 2024 results as will the results of the
eventual asset sales. Further details of activity in 2024 so far is set out on page 13.
The Engineering division’s revenue and profitability improved in 2023 as a result of higher levels of activity
and through a strong focus on cost control and efficiency initiatives.
Our results also benefited from a significant improvement in the performance of our associate, BF&M in
the first quarter of 2023 (i.e. prior to it being recategorised as held for sale), with our share of BF&M’s
results for that period being £3.1 million. In addition, BF&M contributed £2.3 million as investment
income in 2023; a total of £5.4 million contribution to operating profit in 2023. In contrast, in 2022 BF&M
contributed a loss of £4.3 million.
Performance
Agriculture
In total, Agriculture made a trading loss of £5.6 million (2022: £15.5 million profit) on revenue of
£255.6 million (2022: £283.0 million), as set out in note 1 to the Accounts.
Tea
Tea estate production Instant tea, branded
and manufacturing tea and tea lounges
2022
2023
£’m
£’m
2023
£’m
2022
£’m
Revenue
Adjusted trading (loss)/profit*
Trading (loss)/profit
* See note 1 to the Accounts
154.9
(3.2)
(0.7)
177.6
9.1
9.1
31.4
(1.7)
(1.7)
32.5
0.2
0.2
8
CAMELLIA PLC
OPERATIONAL REPORT
Estate production and manufacturing
Group tea production in 2023 was 98.6mkg, up 6% on 2022 levels (2022: 92.9mkg) due to good growing
conditions in nearly all countries of operations.
India
Bangladesh
Kenya
Malawi
Total own estates
Bought leaf production
Managed client production
Total made tea production
Pricing and operations
Mature
area
Ha
16,496
8,729
3,813
5,424
––––––––
34,462
––––––––
Immature
area
Ha
956
645
345
186
––––––––
2,132
––––––––
2023
Production
Volume
mkg
2022
Production
Volume
mkg
28.3
15.2
15.1
17.5
––––––––
76.1
17.6
4.9
––––––––
98.6
––––––––
26.8
11.4
13.3
19.0
––––––––
70.5
17.8
4.6
––––––––
92.9
––––––––
Tea pricing for all regions decreased significantly through the year. This was on the back of ever rising
global supply which is increasingly further ahead of demand in major consumer countries. The lack of
foreign exchange, sanctions and conflict in a number of these regions further hampered levels of
demand. The cost of living crisis is affecting consumption in many regions and tea is becoming priced as a
luxury in Egypt and Pakistan due to the impact of weakening exchange rates.
Logistics improved through the year and rates returned to pre-COVID levels. This was until the latest crisis
in the Red Sea which has serious implications for supply chain timelines and is leading to increased
shipping times and costs. To date, this has not impacted our revenues.
India
Our estate crop in 2023 was up 6% on last year with improved growing conditions in all four regions.
However, Assam and Dooars continue to be impacted by climate change with increased temperatures
and volatile weather impacting rainfall, which led to increased instances of pest and disease on the crop.
In addition, the Dooars suffered from severe hail in the early part of the season.
Although this year has seen increased production, the impact of reduced prices and increased costs due to
wage increases in both West Bengal and Assam of 7.7%, has continued to put pressure on the business.
There has been increased national production with North India registering its second highest crop. Prices
were impacted by this increased production with Assam region average pricing down 8% and Dooars
region average pricing down 17% on prior year. Demand for orthodox tea, which constitutes a significant
proportion of our production in Assam, was severely affected by market conditions, in particular, the
return of Sri Lanka production to the market and the impact of sanctions and foreign exchange shortages
on key buyers’ ability to transact.
Darjeeling pricing remained under pressure, down 6% on previous year, reflecting the impact of reduced
demand and price competition from Nepal. However, our average prices, due to higher quality, remain
above the market average but despite that, given cost increases and lower demand for the product,
returns remain elusive.
North Indian market pricing was down 7% on the back of increased production. Export volumes were
down 7% on last year due to competition from Sri Lanka for Orthodox and the availability of cheaper
African teas. North India export prices have also been impacted and were down 5% on 2022.
Investment in replanting continues with 135Ha replanted in 2023 (2022:122Ha) and a further 71ha
uprooted in preparation for future planting.
9
CAMELLIA PLC
OPERATIONAL REPORT
To date in 2024, India has been relatively dry which delayed the start to the season and in Darjeeling in
particular, the very dry conditions have severely impacted the First Flush.
Bangladesh
2023 saw record production for our estate crop, up 33% on prior year. This significant differential is due
partly to the low levels of crop produced in 2022 due to strike action but it also reflects better growing
conditions in 2023. It also reflects a return on investment from replanting and infilling done in preceding
years meaning our production in Bangladesh has steadily increased over the last seven years.
As a result of the increased crop experienced by all producers in Bangladesh and the continued growth of
the smallholder sector, the market was oversupplied, and our average net selling price suffered, down 2%
on prior year. Country wide carry forward stocks from 2023 into 2024 were high and have adversely
impacted pricing in the year so far and will continue to impact going forward.
National production achieved levels over 100mkg for the first time. Contributing to this rise in volume is
the increase in Bought leaf production which reached record levels in 2023 at just under 18mkgs.
This represents an increase of 74% since 2020. The bought leaf sector continues to be unregulated and is
increasing annually.
As previously announced, in August 2023 the government established a Wages Board for the tea industry
and announced that wage increases from 2024 to 2026 would be at 5% per annum effective in August
each year. This provides some stability to costs for the future, but the need to increase productivity must
also be addressed by the industry.
The total area planted in 2023 was 59Ha (2022: 145Ha) of which 53Ha was replanting and 6Ha was newly
planted areas. Planting was greatly reduced due to dry, hot weather experienced during planting time
impacting our ability to plant out. The area uprooted for future planting was also reduced.
In Bangladesh the start to the new season appears to be progressing in line with expectations. The
market, however, is still heavily supplied with last year's brought forward stocks and prices for this have
been very low. The new season teas are expected to see better prices, but this could be somewhat
subdued by the levels of tea in the market.
Kenya
Our estate production for the year was up 13% on 2022. National production was up 7% on last year and
is the highest production on record, with a total of eight monthly records.
This increased production led to an oversupplied market with pressure on prices. Our average selling price
was down 8%. However, we have continued to pursue a policy of quality tea production to ensure the best
possible prices resulting in our pricing continuing to be above our commercial grower competitors.
The Mombasa ‘All Auction Average’ price was down 10% on last year driven by 15% higher volumes of tea
available at auction. However, the major cause for concern is the volume of reprints (i.e. unsold teas being
re-presented to buyers) appearing in the Auction which were up 86% on last year, amounting to c.100mkg.
Teas sold at auction were down 6% on last year. This critical build-up of aging and poor-quality teas is
severely impacting the global export market as it consistently drags down the prices of fresh and better
quality tea.
Demand for Kenya teas in 2023 was severely affected by hard currency shortages in the key markets of
Pakistan and Egypt and conflicts in the Middle East, Africa and Europe. However, the position improved in
Q4 of 2023.
A total of 52Ha (2022: 53Ha) was replanted whilst 53Ha was uprooted for replanting in 2024.
In 2024 our prices to date have been significantly below that of the same period of 2023 reflecting the
continuing high levels of oversupply in the market, despite greatly improved demand from Pakistan and a
slight improvement from Egypt. Pricing levels looking forward, will depend on production volumes and
quality and the availability of hard currency in these regions. Our cropping levels for Q1 2024 are
significantly ahead of the same period last year.
10
CAMELLIA PLC
OPERATIONAL REPORT
Malawi
Our Malawi crop in 2023 was 7% down on that of 2022 due to the legacy impact of cyclone Freddy which
was followed by severe drought conditions in southern Malawi leading to lower production levels.
In mid-March 2023 cyclone Freddy hit southern Malawi with our eastern Mulanje operations the worst
affected. Production was maintained throughout, although at lower than expected levels.
Our pricing and sales were negatively impacted by the oversupplied Mombasa market with average prices
down 10% on the previous year.
A much-anticipated devaluation of the Kwacha was announced on 9 November 2023. The Tea Association
of Malawi increased wages in December 2023 by 26.4% effective from 18 December 2023. However, the
government has since increased the National Minimum Wage which has further impacted our cost base
as any wage rates below the new minimum wage were increased again in February 2024. Given the low
pricing environment, this places huge pressure on margins in the tea operations for 2024. An exercise to
significantly uplift productivity and drive further operational efficiencies has been commenced.
Our average sales prices in Q1 2024 have continued to be below that of 2023, given the market position
described above in Mombasa. It is difficult to see where a significant improvement to pricing could come
from, given these market dynamics.
Instant tea, branded tea and tea lounges
India
Sales volumes of our packet tea in India fell by 6%, and net selling prices reduced by 9%. Despite increasing
demand for tea, our packet tea sales continued 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 a focus on the effectiveness of its sales and marketing activities.
Instant tea sales volumes decreased 12% but average prices were up by 11% reflecting the mix of
products sold.
UK
Revenue increased and trading improved for Jing Tea as COVID restrictions were finally lifted in China.
Other markets also showed growth except for the Middle East which was impacted by overstocking and
supply chain issues for parts of the year. Margins have been maintained but increased overheads have
meant overall losses are higher than those experienced in 2022.
Nuts and fruits
Macadamia
Avocado
Other fruits
2023
£’m
11.6
Revenue
Adjusted trading
profit/(loss)*
(2.9)
Trading profit/(loss) (2.9)
* See note 1 to the Accounts
2022
£’m
14.9
2.9
2.9
2023
£’m
22.7
4.9
4.9
2022
£’m
19.2
2.3
2.3
2023
£’m
18.2
(5.7)
(5.7)
2022
£’m
23.0
(5.3)
(5.3)
11
CAMELLIA PLC
OPERATIONAL REPORT
Macadamia
Malawi
South Africa
Kenya
Total
* Kernel equivalent
Mature
area
Ha
Immature
area
Ha
2023
Production
Tonnes*
2022
Production
Tonnes*
1,491
843
1,032
––––––––
3,366
––––––––
96
268
210
––––––––
574
––––––––
616
620
600
––––––––
1,836
––––––––
540
486
660
––––––––
1,686
––––––––
The Group’s kernel equivalent production was up 9% on last year with improvements in yield in both
South Africa and Malawi, which were up 28% and 14% respectively. In Kenya, volumes were down 9% on
prior year but it is expected that yields will improve in 2024, in part due to additional areas becoming
more mature.
2023 was a very tough year for macadamia pricing with heavy discounting as a result of large COVID
legacy inventories and a cost of living crisis impacting demand for premium goods. This resulted in our
average pricing being down 48% in 2023. However, to address the pressure on kernel sales, the Group
diversified for the first time into Nut in Shell (NIS) sales, with good success, which allowed us to maximise
revenue and save costs in a weak market. We expect to make further NIS sales in 2024 for similar reasons
and are investing in appropriate equipment in South Africa to achieve this.
Global production continues to rise as plantings mature. Chinese consumption continues to increase and
that has brought an improvement in market demand over the last few months. With the decline in
macadamia prices, there has been a resurgence of interest in developing new products using macadamia
which is a highly versatile ingredient and suitable for many different consumer products. Historically the
“ingredient” macadamia market has been hampered by a lack of supply certainty and high product pricing,
making retail consumer products unaffordable. This has been an impediment to the development of new
products (e.g. snack bars, ice cream inclusions, pastes and butters). As global volumes increase and prices
recover to allow margin generation at a producer level, hopefully consideration will be given to this
important segment of the market to allow a great deal more macadamia to enter the retail supply chains
in many different and exciting formats.
Harvesting of the 2024 crop is well advanced across all of our locations with expectations of lower
aggregate volumes than that produced last year, due to the now evident and significant impact of cyclone
Freddy on yields in Malawi. Initial market pricing shows an upturn in value, indicating firmer demand
following a significant drop in inventory levels during 2023.
We continue to pursue our strategy of diversification with plantings of macadamia in Kenya, with 113Ha
planted in 2023 and a further 160Ha to be established in 2024 to conclude the planned development.
Avocado
Kenya – Estate Hass
Kenya – Estate Pinkerton
Tanzania – Estate Hass
South Africa – Estate Hass
Total own estate production
Smallholders
12
Mature
area
Ha
688
133
–
–
––––––––
821
––––––––
Immature
area
Ha
2023
Production
mkg
2022
Production
mkg
258
–
250
79
––––––––
587
––––––––
12.3
2.2
–
–
––––––––
14.5
––––––––
0.9
––––––––
12.4
2.0
–
–
––––––––
14.4
––––––––
1.2
––––––––
CAMELLIA PLC
OPERATIONAL REPORT
Our Hass avocado harvest for 2023 was in line with the previous year, due to it being an “off year”, but
export volumes were up 10% due to higher pack out levels on the back of good quality. Pricing was slightly
lower than 2022, down 2%, with the market impacted by large volumes of Peruvian imports which led to an
oversupplied market. Although the market did not drop as much in price terms as it did in 2022, lower
prices persisted for longer due to an extended period of high volumes from Peru. Smallholders volumes
declined 24% in the year due to stiff competition from other exporters and the very strict maturity
standards that Kakuzi maintains for this fruit to avoid shipping immature avocados. Expectations for 2024
are for an increased harvest given it is an “on year” and young orchards are maturing.
Kakuzi’s Pinkerton production continues to rise, and this has extended the export season with early and
late fruit due to the timing of this variety’s flowering. Production in 2023 was up 6%, however, exports were
down 1% on the previous year due to lower pack out levels.
The 2024 season is earlier this year and production is developing in line with expectations. The Pinkerton
season has started and some Carmen (a Hass variety) has been shipped. The market for avocados is similar
to last year. The current logistics challenges presented in the Red Sea are significant and potential solutions
are being worked through with the shipping companies. A number of shipments are underway to Europe
around the Cape of Good Hope.
We continue to pursue our strategy of diversification through planting of avocado in Tanzania, with 98Ha
planted in 2023, bringing it to a total of 250Ha and South Africa now having a total of 79Ha of immature
orchards.
Other fruits
Apples – own estate
Apples – partner growers
Pears – own estate
Pears – partner growers
Stone fruit
Grapes
Blueberries
Mature
area
Ha
Immature
area
Ha
2023
Production
Tonnes
2022
Production
Tonnes
238
43
34
93
10
50
3
–
–
–
8,790
1,356
1,203
465
409
1,094
12
17,610
8,650
1,470
470
666
774
28
Bardsley
The harvest this year has been greatly reduced (down 50% on last year) with the discontinuation in the
early part of the year of farming in certain unprofitable orchards which were returned to landlords.
Partner grower fruit purchases were also largely discontinued due to the unviable market price relative to
the cost of fruit. A great deal of focus was applied to improving fruit quality resulting in improved pack
out percentages. Customers programmes for the 2023 harvest have been supported with the last of the
production now sold.
As announced in January 2024, Bardsley is proceeding with an orderly wind down and closure of its
operations. This, together with the restructuring in early 2023, resulted in certain restructuring costs,
dilapidations and impairment provisions amounting to £8.9 million being reflected in the 2023 results.
Packing operations were ceased in April 2024 and the River Farm packhouse is on the market. Disposals
of other freehold properties are well progressed and farm and packhouse equipment sales are ongoing.
All right of use assets have been fully impaired in 2023 in line with accounting principles. To date in 2024,
Bardsley has successfully exited one long leasehold property reducing ongoing maintenance obligations
and interest costs and releasing £1.1 million of liabilities to profit and loss account in 2024. Exit plans are
in place for the remaining leasehold properties which when concluded will release Bardsley from further
liabilities. Redundancy costs estimated at £0.6 million will be reflected in the 2024 results, as will further
gains or costs associated with the early termination of leases and any gains or losses realised on asset
disposals.
13
CAMELLIA PLC
OPERATIONAL REPORT
Grapes
Production in both our South African and UK farms have had a successful year, up 41% on the previous
year. The South African production was an all-time record for the farm, whilst the UK crop was the first
full production season from the newly mature vineyard. The 2024 grape harvest in the Cape is complete
with another record year achieved and volumes up on last year's record levels.
Blueberries
This trial is ongoing and is in the process of phasing out one variety in favour of new varieties which
Kakuzi has identified with its advisers, should suit the Kenyan climate better. As such 9Ha was replanted
to new varieties which are already proving to be more successful.
Most of the crop produced was sold in Kenya.
Other agriculture
2023: Revenue – £17.0 million (2022: £15.8 million), trading profit £0.5 million (2022: £6.3 million)
Arable
Rubber
Forestry
Livestock
Mature
area
Ha
3,860
1,654
Immature
area
Ha
2023
Production
Tonnes
2022
Production
Tonnes
–
26
37,704
572
m3
40,621
658
m3
2,602
2,984
81,406*
45,354*
Births
941
Births
681
* Volumes quoted are for conversion to value addition products rather than fuel wood for own use.
Arable
Our total Soya production was up 4% on last year due to more area planted but the yield was down 5%
due to dry weather. Pricing was 11% down for the year due to an oversupplied market with Brazilian and
USA country production being significantly higher than in 2022. A revaluation of the Brazilian Real also
had a dampening impact on prices. Wheat yields were down nearly 6% due to dry weather conditions.
The soya harvest is complete for 2024 but volumes have been significantly impacted by drought and pests
whilst prices remain disappointing. The outcome of the Brazilian country crop will help determine prices for
the remainder of 2024. On current pricing, results from this operation for 2024 are expected to be
significantly lower than 2023. The maize crop appears to be developing well and contracted prices are in line
with expectations.
Rubber
Rubber production (RSS) declined 13% and pricing was also down for the second consecutive year by
13%. Demand weakened with stiff price competition from cheaper Government rubber operations.
Pricing currently remains significantly below the cost of production.
Forestry
Forestry production is up 79% on last year with increased demand for fencing posts and timber. Sales of
forestry production from the Brazilian operation in the form of pine and eucalyptus was four times higher
than prior year as significant areas reached maturity.
Livestock
Livestock sales are up 12% on last year. A goat herd has also been introduced to the farm in Kenya with a
view to expanding and diversifying the livestock operation.
14
CAMELLIA PLC
OPERATIONAL REPORT
Other investments
Engineering – A JT Engineering
Trading losses more than halved to £0.3 million (2022: £0.8 million loss) on revenue of £15.7 million
(2022: £13.2 million). The loss in 2023 was lower than prior year due to improved activity levels and
pricing in both the Engineering and Site Services divisions despite the impact of high energy costs on the
BHT division.
The Engineering division’s OEM customers are forecasting higher activity levels and the Site Services
division has agreed encouraging levels of work with customers through 2024 and 2025. The business is
also exploring opportunities to further expand its service offering into the renewable energy sector. The
BHT division, which was loss making, has now ceased trading, further improving prospects for A JT
Engineering for 2024.
Associates
2023 Share of results: Profit of £3.4 million (2022: Loss of £3.7 million)
BF&M
As previously reported, following the agreement for the sale (subject to tax and regulatory approvals) of
our holding in BF&M, we ceased equity accounting for our investment and it has been re-categorised as
an ‘asset held for sale’. This resulted in a release of a previous impairment of £19.0 million. The share of
BF&M results recognised until this change in categorisation amounts to a profit of £3.1 million (2022:
£4.3 million loss). Investment income also includes £2.3 million (2022: £nil) of dividends received from
BF&M.
United Finance and United Insurance
United Finance’s net operating income was 3% lower than that of the prior year due to regulatory
restrictions on the size of the net interest margin earned. However, strict cost control resulted in a profit
broadly in line with the prior year in local currency terms.
The profit after tax for United Insurance increased in local currency terms due to an increase in premium
income, higher interest income and gains on investment.
Investment portfolio
The total value of the portfolio at 31 December 2023 was £38.1 million (2022: £35.6 million).
Sustainability and safeguarding
The Board remains committed to further enhancing the Group’s environmental and sustainability
practices.
Group companies have continued to review and develop 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 companies have also enhanced their reporting
and training by raising awareness across their management, employees and communities.
Financial year 2023 is the Group’s first year of reporting Climate related Financial Disclosures (CFD) in line
with the Companies Act 2006, as amended by the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022 requirements. The Group is currently capturing and calculating its Scope 3
emissions. Once finalised, in conjunction with Scope 1 and 2 emission data, the Group will be in a position
to consider Science Based Targets for emission reduction.
Further details are outlined in the Environmental and Social Report.
15
CAMELLIA PLC
OPERATIONAL REPORT
Investment activities
Capital expenditure in 2023 for continuing operations amounted to £11.0 million. Within this,
substantial investment was made in Kenya, Tanzania and South Africa expanding our macadamia and
avocado orchards with a total of 158Ha of new avocado and 113Ha of new macadamia planted. 240Ha
of tea was replanted and 6Ha was newly planted across the Group in the year.
We expect capital expenditure in 2024 to be at similar levels.
Progress on refocusing investments
Properties
The Group sold a residential property in Rio de Janeiro in December 2023. As previously announced, we
continue to consider opportunities to realise our property investments and are currently marketing our
previous office at Linton Park as well as properties in London and Bristol. In 2024, two of the Group’s
commercial properties (one in Bristol and one in London) have been sold raising £2.4 million and
generating a gain on sale of £0.2 million.
Collections
Part of the Camellia Collection was sold during 2023, predominantly at auction, for £2.9 million realising
a gain on sale of £2.1 million, the majority of the proceeds for which were received in January 2024.
Further items are due to be sold during 2024.
Currencies
Over the course of the year, Sterling strengthened against the majority of our operating currencies. This
resulted in a loss on foreign exchange translation of £43.2 million (2022: gain £9.2 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 prior year, our results for 2023 would have been £1.7 million
higher. Our profit before tax includes an exchange gain of £3.4 million on transactions during the year
(2022: gain £1.5 million).
Currencies have continued to be volatile into 2024 with the 15% appreciation in the value of the Kenya
Shilling in particular having had a significant adverse impact on our results for 2024 to date.
Tax and other provisions
The Group’s tax charge reflects the losses in the UK and impairment charges/releases which are not
deductible for tax. It also reflects losses in overseas operations where related deferred tax assets have
not been recognised. As is normal at this time of the year, we have ongoing wage negotiations relating
to prior periods in India and Bangladesh. We consider we have made adequate provision for their likely
outcome.
Despite progress being made during 2023 on historic tax matters, tax authorities in a number of
jurisdictions have been active and we have a number of new significant uncertain tax situations details
of which are set out in note 43 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 2023 the UK scheme had a deficit of £4.2 million. The next triennial
valuation will be finalised during 2024 with deficit reduction contributions expected to be required
thereafter.
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 £3.1
million (2022: post tax net loss £9.3 million) is reflected in the Statement of Comprehensive Income
arising primarily from the UK scheme where asset performance was significantly lower than expected.
16
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The success of Group companies is intrinsically connected to the communities, the environments and
wider supply chains in which they operate. ESG is therefore fundamental to the Group and an ethos of
stewardship enables Group companies’ assets to be maintained and developed in a manner that assures
their long term value to all stakeholders.
The Group’s approach to ESG is described in detail in this section and is the responsibility of the Board,
supported by the Sustainability and Safeguarding Committee. The boards of Group 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 expectations and applicable regulations
and legislation where they operate. The Group’s approach to Governance is set out in the Corporate
Governance report.
The Group’s sustainability strategy consists of five guiding pillars which are set out below and aligned with
10 of the United Nations Sustainable Development Goals (SDGs):
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 there are currently five key focus areas:
n Water stewardship
n
n
n
Climate action and decarbonisation
Access to clean drinking water and sanitation
Safeguarding
n Health and safety
These are highly complex areas and progress is being made to devise, as well as implement, time bound
action plans and initiatives. To address the various challenges facing the Group and achieve our desired
outcomes. In some areas, solutions do not yet exist, but possibilities are being actively sought and trialled
where practical and economically feasible. Examples of initiatives being undertaken by Group companies
in the five key focus areas are set out in this report. A number of the Group’s operations also publish ESG
reports, which contain further information on projects and initiatives (available on their websites).
Areas including biodiversity, reforestation, healthcare, education and housing are all initiatives also being
undertaken within individual Group companies.
The Camellia Board sets the Group’s strategy for the management of environmental and social risks and
opportunities and monitors its implementation. Such risks are identified, assessed, and managed in the
same way as other material risks that could impact the Group’s operations. Responsibility for
implementing the strategy and developing detailed individual initiatives is devolved to Group companies.
During 2024 the current SSC committee became a Board Committee, which will oversee the Group’s ESG
responsibilities. The Sustainability and Safeguarding Committee’s (SSC) remit includes the enhancement
of the Group’s environmental and sustainability practices through advising and reporting to the Board on
operational matters relating to CFD and monitoring progress against ESG matters. During 2023, the
above monitoring and reporting was carried out by the environmental focus group (with members drawn
from Group companies) and the Strategy Committee, with reports to the Board where appropriate.
17
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
This environmental focus group discusses a variety of topical environmental matters, including practical
initiatives to support Group company climate resilience activities. It also provides a flow of information to
Group company boards and to the Camellia Board. This approach provides oversight at an operational
level and helps to identify, quantify and prioritise risks and opportunities. A similar social focus group has
been established for social initiatives.
An annual assessment of risks, including climate-related risks, is undertaken by the Group and key risks
are recorded and reviewed by the Board, together with mitigations and changes in the Group’s exposure
year-on-year. This information is included on pages 39 to 45 of this Annual Report.
Environmental
Climate change is a significant long-term risk to the Group’s agricultural operations. The Group seeks to
mitigate this risk by diversifying agricultural production by origin and crop. Group companies continue to
plant more drought resistant crop varieties and incorporate other initiatives, such as greater use of
regenerative farming methods and more sustainable irrigation.
In addition to the Group’s efforts to minimise its environmental impact, Group companies 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 factories, with a focus on tea driers; (ii) use of fertilisers; and (iii)
utilisation of water for irrigation of crops. Water is utilised from a variety of sources, but efforts are made to
maximise rainwater capture by creating large reservoirs wherever possible from which to irrigate sustainably.
The Group oversees c.9,200Ha of indigenous forests and conservation areas and a further 5,586Ha 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. As a Group we have estimated sequestration of our core crops and
our managed eucalyptus estates. Sequestration forms an integral part of the Group’s ambition to become
net zero and we continue to assess how to reflect this as part of the Group’s sustainability strategy and
carbon footprint reporting. The GHG Land Sector and Removals Guidance is expected to be finalised in 2024.
Specialist partners support the Group in delivering environmental protection and emission footprint
reduction initiatives and are continuously exploring technologies that can reduce our environmental impact.
The Group has prioritised two key environmental related focus areas: water stewardship and climate
action and decarbonisation. Within water stewardship the Group seeks to use water sustainably, reduce
waste, protect the ecosystems in which the Group operates, and work to improve the resilience of its
estates and smallholders to climate change. As part of the climate action and decarbonisation focus area,
the Group’s strives to reduce emissions from its value chain through improved efficiency and
transitioning to more renewable fuels.
Based on prior year Scope 1 and Scope 2 carbon footprint investigation and analysis, the Group determined
that its priority for the reduction in emissions should focus on 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.
There are various initiatives that have been implemented or are in the process of being implemented
within these two focus areas, examples of which are as follows:
Water stewardship
n
EP Kenya rehabilitation of wetlands at its Kibabet tea estate. The area had been utilised for livestock
which was negatively impacting on the area. After a community sensitisation campaign in partnership
with government environmental agencies, EP Kenya restored the wetland to its former status. The
flora and fauna recovered, supporting the long-term sustainability of the natural water filtration and
storage. The project won a Silver Medal in the USA International Tea Association awards in 2023.
n Over the last two years, Kakuzi facilitated the construction of twelve 10,000 litre rainwater harvesting
systems in schools, benefiting over 4,500 students.
18
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
Climate action and decarbonisation
n Goodricke Group encourages regenerative agricultural practices across all its estates. Its dairy unit
produces large volumes of manure, which is mixed with natural plant matter and left to ferment,
creating a tonic which is then applied to tea fields. This provides tea bushes with a nutritious boost
and elicits a level of protection against pests and disease. In a similar example, Duncan Brothers uses
vermicompost in its nurseries and new tea plantings to reduce the reliance on chemical fertilisers and
improve soil and plant health.
n
EP Malawi supports communities with reforestation initiatives, such as raising and donating tree
seedlings to smallholder farmers and other community members; over 12,000 indigenous tree
seedlings are donated annually. It also maintains and rehabilitates its estates’ natural forests through
a replanting program; c. 3,000 Ha of its land is under vegetative cover, of which more than 10% is
natural forest. c. 125 Ha of EP Malawi’s land is replanted annually with eucalyptus and indigenous
trees.
The Group continues to report under the Streamlined Energy & Carbon Reporting regulations (SECR),
which is set out below.
Climate-related financial disclosures
The climate-related financial disclosures made by the Group are in accordance with the requirements of
the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022 (CFD). Financial Year 2023 is the Group’s first year of reporting CFD-aligned
climate disclosures.
Climate change is especially pertinent to the Group as its primary activity is agriculture. The Group is
experiencing the physical and transitional impacts of climate change, to varying degrees, and is aware
that without intervention at an operational and global level, this will only increase. As science progresses,
our understanding of the impact of climate change will evolve and influence how the Group mitigates and
adapts to these risks. The transition may, in due course, present opportunities and the Group continues
in its efforts to work collaboratively and dynamically.
Governance
The Camellia Board sets the Group’s strategy for the management of climate-related risks and
opportunities and monitors its implementation. Climate-related risks are identified, assessed, and
managed in the same way as other material risks that could impact the Group’s operations. Responsibility
for implementing the strategy and developing detailed individual initiatives is devolved to Group
companies.
During 2024 the current SSC committee became a Board Committee, which will oversee the Group’s ESG
responsibilities. The Sustainability and Safeguarding Committee’s (SSC) remit includes the enhancement of
the Group’s environmental and sustainability practices through advising and reporting to the Board on
operational matters relating to CFD and monitoring progress against climate-related matters. During 2023,
the above monitoring and reporting was carried out by the environmental focus group and the Strategy
Committee, with reports to the Board where appropriate.
A Camellia CFD working group has been established to support the implementation and adoption of the
CFD requirements. The working group is a cross-functional team, which includes the Strategy Committee
and operates on an ad hoc basis e.g. to consider key CFD matters or for preparation of the annual CFD
report. The working group makes recommendations on CFD matters referred to it to the Board and
reports as required, to the Audit Committee, SSC or the Board on operational and financial matters.
Given the diversity of locations in which the Group operates and the accompanying climate-related risks,
an environmental focus group has been established with members drawn from Group companies. This
group discusses a variety of topical environmental matters, including practical initiatives to support
Group company climate resilience activities. It also provides a flow of information to Group company
boards and to the Camellia Board. This approach provides oversight at an operational level and helps to
identify, quantify and prioritise risks and opportunities.
19
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
Strategy
Most Group companies operate upstream within agricultural supply chains. Whilst Group companies
operate within their location, there are also effects of global climate change further upstream and
downstream in their supply chains. The impact of climate-related risks and opportunities on the Group
differs greatly by location and business activity.
Agriculture
The Group’s assessment of risks and opportunities focused on the Group’s Agriculture division, which
comprises in aggregate 94% of the Group’s revenue and almost all of its Scope 1 and 2 emissions and
water use. To capture risks and opportunities, each Group company has considered the potential risks
and opportunities that climate change may present to them based on their management’s assessment,
and whether physical or transitional. The risks and opportunities were also analysed over three set
timeframes, as shown below.
Short Term 0 – 3 years
Medium Term 3 – 10 years
Long Term 10+ years
These timeframes were chosen to be aligned with the Group’s forecasting and planning cycles, including
longer-term planning cycles, an essential part of bearer crop agricultural investment.
The detailed risks and opportunities identified by the agricultural Group companies are summarised in
the table below. These risks and opportunities will impact all Group companies across the various
geographies, in different ways and to different extents.
Risk
Impact
Mitigation
n Diversify into new, lower climate
impact crops and markets,
including advice, support and
training to smallholders
n
n
n
n
n
Enhance biodiversity through
interplanting and rewilding
Replant with more climate-resilient
varietals
Continue to enhance farming
practices, including relating to soil
health and integrated pest
management
Invest in and expand sustainable
energy supplies
Invest in technologies, including
resource circularity, to increase
energy efficiency and reduce
resource consumption, as well as
those to monitor and forecast
changing weather patterns
n Uneconomic yields and returns
n
Changes in pests and diseases,
including more widespread
occurrence
n Decline of site viability, including
reduced smallholder supply and
reduced employment
opportunities
n
n
Shifting of growing seasons and
impact on market supply and
pricing
Increased capital expenditure
and operating costs
n Negative impact on natural
ecosystems (loss of biodiversity)
n Drought and flood risks
n
n
Crop and soil health, including
increased agrochemical
requirements
Changing working environment
for labour force
n Damage to property, plant and
equipment and resulting
disruption to operations
n
Reduced reliability of national
energy generation
Changes in
weather patterns
Physical Risk
(Chronic)
Time Horizon:
Medium to Long
term
20
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
Risk
Increased
frequency and
intensity of
extreme weather
events
Physical Risk (Acute)
Time Horizon:
Short to Long
Term
Impact
Mitigation
n
Increase in price volatility
n Damage to property, plant and
equipment, including crops, and
resulting disruption to
operations and increased
maintenance costs
n
Soil erosion
n
n
Re-excavation of reservoirs to
capture rainwater, providing
resilience against drought
Crop and business insurance,
where available
n Diversifying supply chains and
trading routes
n Damage to smallholders’ crop
n
Planting erosion-prevention crops
n Damage to community
infrastructure
n Disruption to supply chains and
resultant impact on operations
Physiological impact of climate
change on labour productivity
n
Employee welfare support
n Monitor working practices
Community and
workforce
disruption
Transitional Risk
(Policy and legal)
Time Horizon:
Short to Long
Term
Green
technologies
Transitional Risk
(Technology)
Time Horizon:
Medium to Long
Term
n
n
n
n
n
Psychological stresses due to loss
of livelihoods, including
displacement of communities
n
Increased employee health and
safety regulations and associated
costs of providing hospitals and
clinics
Increased threat of community
conflict
Investment in sub-optimal
technologies
n Operational adaptive challenges
n
Resistance to new technologies
and mechanisation from
workforce and communities,
leading to increased costs of
implementation
n Obsolescence of existing assets
n
n
n
and infrastructure
Threat of theft
Potential higher operating costs
Investment in climate change
adaption and resilience by
suppliers could lead to higher
operating costs
Community partnership projects
and climate change awareness
forums to increase their climate
resilience
n More engagement with SMEs to
support geographically localised
economies
n
n
n
Investigate potential
decarbonisation and cost
reduction solutions, including
appropriate security measures
Increase efficiencies in the use of
water, energy and agrochemicals,
as well as reduced waste
Reduce reliance on unstable
external energy supplies
21
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
Impact
Mitigation
n
n
n
n
n
Restrictions on use of business-
critical inputs, including land,
energy, water and agrochemicals
Investment in climate change
adaption and resilience by
suppliers could lead to higher
costs
Inflationary impact of carbon
taxes and tariffs across the supply
chains
Increased compliance costs
Potential barriers to market due
to lack of solutions
n Disparity in regulations between
markets could create barriers to
trade
n Obsolescence of existing assets
and infrastructure
n Misalignment of regulations and
the business’ commercial and
operational ability to adapt
Supply/demand imbalance for
inputs, such as water, fertilisers
and energy, impacting
availability and cost
n Disruption to smallholder
supply
n
n
n
Risk to reputation, if
sustainability policies and
certifications are not met
Loss of access to markets,
customers for Group operations
and/or smallholders
Increased operational and
compliance costs
n Obsolescence of existing assets
n
n
n
n
n
n
n
n
n
n
Consideration and adoption of
climate-friendly inputs
Investigate potential
decarbonisation solutions
Encourage restoration of
ecosystems and biodiversity
Promote regenerative agriculture
and circularity practices to
improve soil health and reduce
the use of agrochemicals and
composting
Enhance procurement policies
and collaboration with key
suppliers
Invest in green energy to reduce
reliance on the grid and fossil
fuels
Invest in people and systems to
ensure compliance with evolving
policies
Collaborate with suppliers and
customers to foster sustainable
policies throughout the supply
chain
Explore lower-carbon options to
reduce Scope 3 emissions
Pivot to producing new, lower
climate impact crops, including
support to smallholders
Risk
Regulatory
changes
Transitional Risk
(Policy and legal)
Time Horizon:
Short to Long
Term
Access to inputs
from suppliers
n
Transitional Risk
(Market)
Time Horizon:
Short to Long
Term
Changing
customer’s
supply chain
policies
Transitional Risk
(Market)
Time Horizon:
Short to Long
Term
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CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
The Group has been working on implementing these mitigating actions, particularly those relating to
weather and green technologies, progressively over the last 5 to 8 years and expects to continue with
initiatives across all the risk areas.
Many of the possible risk mitigation measures noted above could also present potential opportunities to
the Group’s business model and strategy. The main potential opportunities identified are:
n New revenue streams and enhanced profitability through diversification into new, lower climate
impact crops and markets
n
n
n
n
Improved yield and more resilient harvests following a review of agronomic practices, including
enhanced biodiversity through interplanting, mulching and rewilding, replanting with more climate-
resilient varietals and enhanced farming practices
Reduced costs and less reliance on unstable external energy and water supplies by investing in
sustainable energy and water supplies and technologies
Commercialisation of infertile land e.g. installing solar fields on redundant land; and establishment
of poly tunnels for intensive hydroponic based crop production systems
Lower carbon emissions and costs via cooperation across the value chain.
Detailed quantitative modelling of climate impacts on the Group’s operations is required to deepen our
understanding of the potential materiality, scope and financial impact of the identified risks and
opportunities. This assessment may also reveal additional risks and opportunities. The Group is
exploring options for this analysis and anticipates commencement of quantitative modelling in 2025.
The impact of the risks and opportunities identified will vary depending on which of the climate
scenarios outlined within the UN’s Intergovernmental Panel on Climate Change (IPCC) Representative
Concentration Pathways (RCP’s) transpire. The risks and opportunities that the Group identified have
not yet been modelled in line with the RCP’s.
As described in more detail in the table above, the Group anticipates that the following may affect
different RCP’s:
n
Rainfall patterns, including when rainfall occurs and changes in the amounts and severity. This may
impact seasonal crop growth patterns, crop yields and levels of pests and diseases
n Heat levels, such as prolonged heat and higher temperatures, can also have a significant impact on
crop yields and levels of pests and diseases as well as employees health and ability to work
n
n
Prolonged periods of drought similarly impact yield and levels of pests and diseases and ultimately
the survival of the crop
The occurrence of more extreme weather events will impact crops and yields and may adversely
impact Group companies' critical infrastructure and their supply chains.
With the more intense RCP’s, where the global mean temperatures are modelled to rise more
extensively, the impact of the physical risks identified by the Group will be more severe.
Engineering
A JT Engineering, which serves the oil and gas and renewable energy sectors, identified risks and
opportunities like the agricultural Group companies, such as the impact from increased extreme
weather events, regulatory changes and changing supply chain policies. The market risks and
opportunities that relate to the global energy transition are specifically pertinent to A JT Engineering,
which is exploring commercial opportunities arising from the transition towards clean energy.
23
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
Impact on business strategy and financial planning
Climate-related risks and opportunities have a significant impact on the Group’s business strategy and
sustainability. Climate change considerations are monitored and are integral to the Group’s strategic
investment and divestment decision making process. Examples include the disposal of Californian
agricultural assets and the Group’s acquisition of land in Tanzania, both in 2020. The short-term risks and
opportunities identified are relevant to the operation’s forecasting cycle, with medium and longer-term
risks and opportunities pertinent to the Group’s strategic planning.
Risk management
The Group’s risk management process encompasses principal risks identified at Camellia Group level and
at Group company level. Climate-related risks are identified, assessed and managed in the same way as
other material risks that could impact Group operations.
Camellia’s decentralised operating model requires Group company management teams, with the support
of the environmental focus group, to identify, evaluate and manage climate-related risks that are relevant
to their geographic location and markets.
The categories of risks considered and detailed in the table above are based on guidance issued by CFD.
The materiality and relative significance of climate-related risks in relation to other Group company risks
will be determined by considering a risk’s likely impact on business sustainability and resilience, financial
resources and social impact in the short, medium and long term. Management of risks may include
mitigation, transfer, acceptance or control.
Existing and emerging regulatory requirements related to climate change (e.g. limits on emissions, carbon
tax, regulatory energy saving requirements) have been considered by the CFD working group in the
compilation of the CFD disclosures. External experts and consultants are engaged to advise where
relevant, such as site level water risk assessments, soil sequestration studies and carbon emissions
reporting. Analysis and any recommendations, where relevant, are considered by Group company
management teams, the environmental focus group and the Strategy Committee.
An annual assessment of risks, including climate-related risks, is undertaken by the Group and key risks
are recorded and reviewed by the Board, together with mitigations and changes in the Group’s exposure
year-on-year. This information is included on pages 39 to 45 of this Annual Report.
Metrics and targets
Group companies capture and monitor site-level climate data, such as rainfall and temperature, generating
trends and highlighting potential changes in the climate. The Group has reported under Streamlined
Energy & Carbon Reporting (SECR) since 2020. Group companies report on the energy savings initiatives
they have installed and further energy savings initiatives that they are investigating for implementation in
the next five years. This reduces Group companies’ reliance on GHG emitting fuels. Since 2015, the Group
has measured its Scope 1 and 2 emissions, along with water use and waste. In 2023, the Group began
collecting data to measure its Scope 3 footprint, measuring emissions throughout the value chain. The
Group’s most recent Scope 1 and 2 emissions, as well as tea carbon intensity metrics, are set out in the
table below:
Reporting year 2023 2022**
Group sectors reported Group Group
Scope 1 (tCO2e)*
Scope 2 (tCO2e)
Total gross Scope 1 and Scope 2 emissions (location-based) (tCO2e)
Outside of Scopes emissions (tCO2e)***
Intensity ratio: Kg CO2e/Kg of made tea
* tCO2e – tonnes of carbon dioxide equivalent
** following the refinement of the emission factors for a number of fertilisers the 2022 figures have been restated
*** The Outside of Scopes emissions do not include any bioenergy elements of the grid electricity consumed and fossil
fuels used for transport and on-site combustion
149,995
46,346
196,341
86,382
1.29
155,985
44,444
200,429
85,231
1.36
24
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
The Group’s emissions and made tea carbon intensity are monitored to track its impact on the
environment and assess areas of materiality for change.
On completion of the Group’s quantitative modelling exercise, further KPIs may be identified and
reported. The Group’s existing site-level climate data will help inform this modelling. The Group will then
endeavour to generate plans to improve the KPIs, to mitigate the impact of the identified risks and
harness the opportunities.
The Group aims to set a carbon emissions footprint baseline in 2024. Carbon sequestration will form an
integral part of the carbon balance calculations. The GHG Land Sector and Removals Guidance is
expected to be finalised in 2024, which will enable the Group to calculate a Forest, Land and Agriculture
(FLAG) baseline.
For further information, please refer to the SECR disclosures below.
The Group has prepared a preliminary water footprint and also expects to complete the full analysis in
2024 to identify operational basin water risks.
The Group is mindful of its impact on nature and biodiversity and is closely following the developments
around the Taskforce for Nature-related Financial Disclosures (TNFD).
Streamlined Energy & Carbon Reporting (SECR)
The Group continues to measure and monitor its energy use and emissions under SECR. Energy saving
initiatives disclosed as part of the Group’s SECR reporting form part of the Group’s mitigating actions
against the impact of climate change, as identified under CFD.
Global GHG* emissions (excluding UK) and energy use data for the year to 31 December
Reporting year
Group sectors reported
2023
Global
(Excluding UK)
2022**
Global
(Excluding 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)
Outside of Scopes emissions (tCO2e)***
Intensity ratio: Kg CO2e/Kg of made tea
* Greenhouse gas
** Following the refinement of the emission factors for a number of fertilisers, the figures for 2022 have been restated
*** The Outside of Scopes emissions do not include any bioenergy elements of the grid electricity consumed and fossil
fuels used for transport and on-site combustion
45,336
193,974
86,382
1.29
40,276
190,516
85,231
1.36
150,240
148,638
Refer to Appendix 1 for more detailed data including 2019 to 2021 data and Appendix 3 for the methodology.
There is no market-based data available for global (excluding UK).
Changes in Scope 1 and Scope 2 emissions
The Group’s Scope 1 and Scope 2 location-based emissions (excluding UK) in the reporting period increased
by 2.6%, which was primarily due to increases in electricity grid emission factors for India, Bangladesh and
Kenya. Where possible, and with infrastructure permitting, cleaner fuel sources and efficiency
improvements are being implemented.
The made tea intensity ratio (2023: 1.29 kg CO2e per kg of made tea; 2022:1.36kg CO2e per kg of made tea)
is reported and investment continues to be made to improve the carbon efficiency of the Group’s tea
factories. There has been a 5% decrease in the Group’s location-based made tea carbon intensity, mainly
due to more carbon efficient production in Bangladesh. In comparison to 2022, green leaf volumes received
into factories increased, improving factory capacity optimisation. The Group’s Kenyan and Malawian tea
operations’ made tea intensity benefitted from a reduction in the Defra/BEIS emission factor for wood
combustion.
25
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
UK GHG emissions 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)
2023*
UK
1,357
1,010
2,367
2022**
UK
5,745
4,168
9,913
* ACS&T’s Scopes 1 and 2 emissions were included in 2023 up to the date of its divestment by the Group, 10 January 2023
** Following the refinement of the emission factors for a number of fertilisers, the figures for 2022 have been restated
*** Outside of Scopes emissions are not reported for UK GHG emissions because the Group’s UK businesses do not
combust biofuels. Due to lack of availability of data, the Group does not state the emissions from any bioenergy elements
of the grid electricity consumed and fossil fuels used for transport and on-site combustion
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 entities improve building energy
efficiency, reduce waste streams, and increase awareness of potential environmental risk factors. Many of
our global operations are Rainforest Alliance certified and some are Global G.A.P. certified.
Energy efficiency action taken
In the period covered by the report, the Group’s operations have implemented a range of energy efficiency
initiatives. Key examples are set out below:
Operation
Malawi
South Africa
South Africa
2022 Key examples were:
Energy Saving Initiatives
Installation of a new steam trap solution within
one drier at one tea factory
Installation of variable speed drives on irrigation pumps
Replacement of lighting with LED lighting
Operation
Energy Saving Initiatives
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
Kenya
Kenya
UK
Kenya
Kenya
26
Expected Saving
per annum
(MWh)
200
15
10
Expected Saving
per annum
(MWh)
3,534
150
146
100
100
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
In aggregate, it is expected that the above energy saving initiatives will result in 0.2 GWh (2022: 4.1 GWh)
saving in energy per annum. EP Kenya initiated the installation of thermal energy recovery from boiler
flue gases in 2023 within a number of its factories. It is also continuing further rollout of improved
firewood storage and management, solar water heating for bungalows and factory laundry systems, in
addition to installing high efficiency withering fans. These initiatives are expected to be concluded in
2024.
Group companies are also continuing to replace existing energy sources with renewables and in 2023
installed additional capacity expected to produce 1,460 MWh. Further on-site solar generation capacity
was installed in Brazil and India. In the UK, a number of sites are on green tariff electricity contracts.
Group companies operations have also assessed potential energy efficiency initiatives that can be
implemented over the next five years to provide significant savings. Key initiatives are set out 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 in 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 from boilers and driers
Installation of more efficient cold rooms
Variable speed drives fitted to irrigation pumps
Replacement of lighting with more energy efficient LED lighting
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 in which they
operate. Our focus is on the long-term stability, security and continuity of our businesses and those
communities. To this end, Group companies are working with supply chains, customers, national
governments, trade unions and NGOs to help improve the livelihoods of their employees and their
communities.
As noted above the Group has currently identified three key social related focus areas: access to clean
drinking water and sanitation, safeguarding and health and safety. Within the access to clean drinking water
and sanitation focus area the Group seeks to ensure access to clean drinking water and sanitation for all staff
and their families in line with internationally recognised standards. As part of the safeguarding focus area,
the Group champions equality, empowerment and inclusion to enable everyone in the Group to feel safe and
have equal opportunity, whilst upholding and fostering a culture of zero tolerance on harassment and
discrimination. Finally, within the health and safety focus area the Group seeks to encourage its operations to
provide safe working environments which comply with international standards.
A social focus group has been established with members drawn from Group companies to discuss a
variety of topical social matters, including practical initiatives to support the key focus areas noted above.
This approach provides oversight at an operational level and helps to identify, quantify and prioritise
challenges and opportunities. Examples of the Group’s social focus areas include:
Access to clean drinking water and sanitation
n
EP Kenya invests in the maintenance, improvement and refurbishment of water supply infrastructure
serving the villages on its estates including its clinics and schools. For example, it funded the installation
of an anaerobic biodigester at Kepchomo’s primary school
27
CAMELLIA PLC
ENVIRONMENTAL AND SOCIAL REPORT
n Goodricke participates in the Swajaldhara Water Supply and Jal Jeevan Mission schemes, to support
and improve existing water supply infrastructure and to address the need for clean and safe drinking
water among tea estate communities. Launched by the government and implemented in partnership
with tea estates’ management, these schemes promote the involvement of local communities in both
the planning and maintenance of the water supply infrastructure
Safeguarding
n
Kakuzi continues to implement SIKIKA, its validated and Independent Grievance Mechanism, aligned
to the UN Guiding Principles on Business and Human Rights (UN GPs). SIKIKA offers a systematic and
confidential process through which complaints may be registered, investigated and remedied. Within
SIKIKA, there are supports and safeguards to help protect human rights. SIKIKA has specific measures
addressing gender-based violence, retaliation and exploitation. In 2023, EP Kenya also established a
validated and independent Grievance Mechanism, called Tweguu Akase. Like Kakuzi and EPM
external subject matter experts will be contracted to undertake independent reports on the
compliance with the UN GPs. EP Malawi has a validated and independent Grievance Mechanism,
called Tikumveni
n
EP Malawi continues with its Community Civic Education program using drama (Theatre for
Development) to address gender inequality and gender-based violence in communities. The program
reaches over 50 communities. Community members participate in identifying and addressing gender
related concerns
Health and safety
n Duncan Brothers runs preventive healthcare visits to its villages, and it also runs vaccination and
general health camps in its tea estates
n
EP Malawi conducts an average of over 3,000 health talks in a year within its surrounding
communities, on different topics relating to preventive measures to improve health
Refer to the Group companies’ individual ESG reports for more information, including other initiatives.
Healthcare, education and housing
As mentioned above, in addition to Group activities, healthcare, education and housing continue to be
integral parts of the individual Group company operations. For example, most 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. African operations run estate dispensaries, offering medical services and
care to employees, their dependents, and people from surrounding communities. These are manned by
qualified company medical personnel and services are free to employees and their dependents. The
Group continues to operate 50 hospitals and 72 dispensaries that are owned and/or operated. In 2023,
the Group performed 775,000 patient treatments, of which 435,000 were for employees.
Many Group operations provide childcare and education for their employees’ families, from creches and
nursery schools to secondary school. During the year, Group operations continued to run 180 nurseries
and creches and 50 primary schools with more than 12,000 children being educated. In certain
circumstances, Group operations provide land or other resources to contribute to the running of schools
which are not owned and/or operated by them.
Housing is provided to a large number of Group operation’s employees and their families, which is owned
and managed by Group companies in line with widely recognised international certifications. Across the
Group, operations own c.48,000 houses accommodating c.295,000 people, of whom c.66,000 are
employed.
28
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. These 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 2023 and a description of the principal risks and uncertainties that the Group
faces. A fair review of the business of the Group is incorporated within the CEO’s Statement and the
Operational Report on pages 6 to 16. The CEO’s Statement and Operational Report, together with
information contained within the Report of the Directors, highlights the key factors affecting the Group’s
development and the financial performance of the Group (see pages 6 to 16 of the CEO’s Statement and
the Operational Report). Principal risks and uncertainties are referred to in this Strategic Report, with
further details set out on pages 39 to 45 of the Corporate Governance section. Other matters are dealt
with below.
Group strategy
The Board has adopted the following strategy for the Group:
n
n
n
n
n
n
n
To generate long-term value for shareholders and stakeholders which include employees, customers,
suppliers and the communities in which Group companies operate
To develop an international group of profitable and resilient agricultural and food businesses
To focus on sustainable production of its crops whilst continuously assessing opportunities to
diversify both crop and origin
To invest in the environment, and the sustainability of the communities in which Group companies do
business
To set the principles which the Group companies need to live by, and need to achieve through their
policies and procedures to ensure that the quality and safety of their products and services meet
international standards
To promote equality, empowerment and inclusion to enable everyone in the Group to feel safe and
have equal opportunity. To advance safe working environments for Group company employees,
which meet international standards
To maintain a Group-wide policy of limiting exposure to financial gearing to enhance resilience
through an economic cycle
The progress against this strategy during the year is set out in further detail in the CEO’s Statement, the
Operational Report, the Environmental and Social Report, and within the Report of the Directors.
Business model
The Group is principally engaged in Agriculture but also has other business investments and Associates.
Camellia operates a decentralised business model which empowers the management teams in Group
companies to run their businesses with the opportunity 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 challenges and opportunities.
Regular reports are made to the Board on performance against the annual budget, and each Group
company is expected to perform against an agreed strategy with goals and targets for the short, medium
and long-term.
29
CAMELLIA PLC
STRATEGIC REPORT
The Group Principal Policies (GPPs) (see Corporate Governance pages 45 to 47) set out the Group’s
expectations on key policy matters. In order to monitor the activities of Group companies, Camellia
executives have representation on major Group company boards and make regular site visits. Group
companies participate in focus group meetings (refer to the Environmental and Social Report for more
detail) and the annual agricultural executive committee meeting, which brings together all CEOs and
finance directors to discuss group company performance and strategy.
Agriculture
The Group’s agricultural strategy has been to expand its macadamia and avocado businesses to provide a
counterweight to its established businesses in tea production. The focus remains on building in those
areas where we believe as a Group that we can achieve sufficient scale to be competitive, and where the
long-term risks can be mitigated. In addition to avocados and macadamias, we continue to explore other
opportunities to broaden the range of crops grown across the Group. We seek to retain the diversity of
production location which has historically proven valuable in spreading the Group’s political and
commodity price risk.
The benefit of the strategy of establishing avocado and macadamia businesses has yet to reach full
fruition. We expect increasing volumes of production in the future from these investments as the
orchards continue to mature and come into full bearing. There are currently 638Ha of immature
macadamia and 390Ha of avocado that are maturing and will deliver growth in revenue over the short to
medium term.
Group companies consider the potential threats arising from politics and climate change, particularly in
water-stressed areas.
Other investments and Associates
A JT Engineering. To keep our presence in the energy sector under review, in line with our strategy of
divesting non-core businesses.
Investment portfolio. To retain a financial reserve invested principally in listed equities which are high
quality companies that we believe offer long-term value. This portfolio has been constructed to provide
an element of geographic diversification.
Investment property and Collections. Parts of these portfolios are being realised to facilitate the increased
focus on the Group’s core agricultural businesses.
Associates. The Group has two associate companies in the financial services sector in Bangladesh. We
continually monitor our investments and may increase or decrease our holding in the future.
Assets held for sale. In addition to a number of properties held for sale, the Group’s holding in BF&M is
categorised as held for sale following an agreement to sell this holding, subject to regulatory and
tax approvals.
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 Committee
regularly considers and reviews the risks faced by individual Group companies, and where appropriate
raises them to the Board and/or the Audit Committee. In addition, the Strategy Committee considers the
overall mix of businesses and assets held by the Group and advises the Board of the Group’s risk profile.
As the risks facing our businesses evolve the Board will adjust the portfolio to reflect the changing
circumstances. Information on the Group’s financial risks is disclosed in note 44 of the Accounts. 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 are set out on pages 39 to 45 of the Corporate
Governance section.
30
CAMELLIA PLC
STRATEGIC REPORT
Group Principal Policies (GPPs)
The range of policy issues that are important to the Group and to all Group companies are set out in the
GPPs on pages 45 to 47 of the Corporate Governance section of this Annual Report. These include
Anti-Bribery and Corruption, Whistleblowing, Modern Slavery, Tax Principles, Certification and Traceability,
Health and Safety, Environmental, Employee Welfare and Human Rights.
Key financial performance indicators
Details of the key financial performance indicators used are set out on page 47 of the Corporate
Governance section.
Non-Financial and Sustainability Information Statement (NFSI)
This can be found on pages 17 to 28 of the Environmental and Social Report.
Section 172 statement
Section 172 requires the Directors to promote the success of the Company, to do so for the benefit of its
members as a whole, and in doing so, to have regard to six principles.
The table below sets out the six principles of the Section 172 statement with the appropriate and
respective references to the relevant disclosure in this annual report.
Section 172 principle
Location of more information
Likely consequences of any
decision in the long term
Chairman’s Statement (page 5)
Chief Executive’s Statement (pages 6 to 7)
Group strategy (page 29)
Business model (pages 29 to 30)
Key financial performance indicators and Non-financial performance indicators
(pages 47 to 48)
Going concern (pages 51 to 52)
Internal control and risk management systems and principal risks and
uncertainties (pages 38 to 39)
Climate related financial disclosures in the (pages 19 to 25)
The Board and descriptions of the activities of Board committees (pages 35 to
38 and pages 49 to 50)
Statement of Directors’ Responsibilities (page 55)
The interests of employees
Support to employees and their communities (pages 32 to 33)
Employees below
The need to foster business
relationships with customers,
suppliers and others
Chief Executive’s Statement (pages 6 to 7)
Environmental and Social Report (pages 17 to 28)
Strategic Report (pages 29 to 30)
Corporate Governance (page 35)
Report of the Directors (page 51)
Community and the
environment
Chairman’s Statement (page 5)
Environmental and Social Report (pages 17 to 28)
High standard of business
conduct
The need to act fairly as
between members of the
Company
Group principal policies (pages 45 to 47)
Stakeholders (page 33)
Relationship with largest shareholder (note 46 of the Accounts)
AGM (page 51)
31
CAMELLIA PLC
STRATEGIC REPORT
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 Group’s impact on the environment.
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 to improve profitability. The Group operations have
particular expertise in management of plantation crop developments and production as well as the social
and environmental matters within their jurisdictions. To take advantage of these strengths, investment
continues in agricultural crop diversification. Action is being taken to refocus the portfolio through the
divestment of assets that are considered to be non-core, details of which are covered on page 30. In addition,
Group companies invest in social and environmental initiatives to mitigate the impact of climate change and
support social and community initiatives. Examples include tea replanting and macadamia development with
more drought resistant varieties as well as construction of large-scale dams, irrigation systems, solar and
other renewable energy projects. Group operations also invest in a large number of community projects such
as the provision of boreholes, medical facilities, maintenance and building of new schools. Examples of the
Group’s companies environmental and social initiatives are set out in the Environmental and Social Report.
By way of example: In early 2023 the Group conducted a restructuring of Bardsley which unfortunately had
limited impact on profitability. In January 2024, following continued significant losses, Bardsley announced
the closure and orderly wind down of the business. Bardsley throughout both these processes and
consulted closely with its employees and suppliers and has honoured its obligations to supply customers.
The Group is continuing to support Bardsley and its stakeholders throughout the closure process. The key
objective of the actions taken was to mitigate losses to the Group for the benefit of its long-term success
while seeking to ensure fair treatment of the affected stakeholders during the process.
Employees
Group companies have established various processes and procedures to ensure the fair treatment of
employees and the communication of employees’ views to senior management. The Board monitors the
position, principally through the Strategy Committee and focus groups, to ensure that mechanisms and
feedback loops operate effectively, such as the provisions for health and welfare meetings with employees
in India, the panchayet meetings in Bangladesh and the grievance mechanisms established in Malawi and
Kenya. Group companies’ boards engage in close monitoring of these systems and some of the companies
employ other feedback mechanisms, such as the employee satisfaction survey at Kakuzi.
Group companies’ employees are kept informed on matters affecting them and the performance of the
Group by their management as well as through their internal publications, visits by Directors to Group
companies, the Camellia Plc website and social media. For example, Kenyan and Indian Group companies
have social media platforms which support employee engagement and Kakuzi uses YouTube videos to
communicate company news and information about staff and their roles within the business.
In the UK and in line with the culture of seeking ongoing feedback, the annual employee engagement
survey, Your Voice, was undertaken during 2023. The results of the survey are continuing to be used to
provide insights to the UK companies’ boards to plan and track key initiatives and progress.
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 Board of Directors and Group employees on
31 December 2023.
Company Directors
All employees (full time, part-time, temporary)
32
Men
5
50,011
Women
2
54,717
CAMELLIA PLC
STRATEGIC REPORT
Diversity including Board diversity is a matter that is addressed within the Group’s Employee Welfare GPP
which Group companies are expected to subscribe to (see page 46). There is a significant level of diversity
represented in Group companies’ boards. The Board of Directors is responsible for the effective operation
of this policy. The Board includes two female Directors. As part of its recruitment process, the Company
requires recruitment agencies to provide diverse candidates for Board positions.
In addition, the Company has a Dignity at Work and Equal Opportunities policy. The key principle of this
policy is that there should be equal opportunities for employees to reach their potential and this is
achieved by empowering people to excel in their careers regardless of race, gender, ethnicity, cognitive or
personal strengths, sexual orientation or socio-economic background. The Group’s objective is that all staff
should feel respected, valued and included.
Stakeholders
The Board recognises the value of stakeholder relationships and the key role that they play in the Group’s
sustainability and success for the long term. Group companies foster relationships with stakeholders, such
as suppliers, customers, communities, local and national governments, through regular interaction.
Community engagement programmes facilitated by Group companies during the reporting period include
tea projects that engage interaction and participation from customers and local government. There are
also many interactive education programmes and provision of technical support opportunities to our
substantial smallholder communities in tea and avocado.
Good progress continues to be made across Group companies in initiatives to protect and promote human
rights. This encompasses the principles of peaceful, long-term and mutually beneficial relationship
between the activities of businesses within the companies and the communities affected by them. Many
environmental and social projects are initiated by staff in Group companies each year, which are
highlighted on their websites and various social media platforms. Further information can also be found in
the Environmental and Social Report. Views of stakeholders are provided to the Board through Group
company management reporting, committees, meetings and operational visits. The Board works to ensure
that Group companies continue to consider engaging effectively with stakeholders through ongoing
dialogue with the respective board members. The Camellia Board seeks engagement with a full range of its
stakeholders to ensure that it is well informed of their views and takes these into consideration.
Community and the environment
The Board recognises the importance of the impact it has on the communities and environments within
which the Group companies operate. The Sustainability and Safeguarding Committee is responsible for
promoting human rights across the Group and further enhancing the Group’s environmental and
sustainability practices.
During 2023 the Group conducted a preliminary water footprint that identifies the Group’s operations
potential impact on local water basins. It also conducts an annual assessment of its Scopes 1 and 2
emissions and it is currently developing its Scope 3 emissions footprint.
Significant Group companies have representation by Camellia Board directors on their boards, which helps
facilitate the monitoring of social and environmental KPIs. Additionally, site visits are conducted by the
Company’s executives and management to observe the various ongoing and planned social and
environmental investments and initiatives.
Refer to the Environmental and Social report for more detail.
High standard of business conduct
Group Principal Policies (GPPs) are used to promote a high standard of business conduct by Group
companies and support their licence to operate in the countries in which they are situated. Refer to
pages 45 and 47 of the Corporate Governance section.
The Group requires Group companies to uphold its principal values of integrity, professionalism, fairness
and humility in all of their dealings with stakeholders.
33
CAMELLIA PLC
STRATEGIC REPORT
Members
The annual general meeting provides an opportunity for members to raise queries with the Board and
make their views known. Board members meet with significant shareholders periodically and also respond
to queries raised throughout the year. Regulatory News Service announcements keep members informed.
The relationship between Camellia Plc and its controlling shareholders is reflected in Note 46 of this
Annual Report.
Approved by the Board
Byron Coombs
Chief Executive
28 April 2024
34
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 managed through their boards under the
supervision of the Strategy Committee. These businesses report into the Board against various metrics
including budgets and business plans.
The Board
The Board currently comprises seven Directors, four of whom are non-executive Directors, including the
Chairman, as set out on page 4. The remaining Directors are executive Directors. The names and brief
biographical details of each Director appear on pages 49 and 50.
The Board has established Remuneration, Audit, Nomination and Sustainability and Safeguarding
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 before Board meetings to enable informed judgements on
matters referred to the Board.
Board and Committees attendance
Attendance by Directors at Board and Committee meetings held during the year was as follows:
Director
Malcolm Perkins
Byron Coombs
Graham Mclean
Susan Walker
Stephen Buckland
Rachel English
Simon Turner
Frédéric Vuilleumier
Board*
11/11
3/3
12/12
12/12
12/12
12/12
12/12
12/12
Audit
–
–
–
3/3
3/3
–
3/3
Remuneration
Nomination*
–
–
–
–
3/3
3/3
3/3
2/2
–
–
–
2/2
2/2
2/2
* Malcolm Perkins’ attendance reflects the period up to 30 November 2023 and Byron Coombs’ attendance reflects the
period from 25 September 2023.
35
CAMELLIA PLC
CORPORATE GOVERNANCE
Board evaluation
The Board 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 once completed at the
end of 2024.
Nomination Committee
The Committee is chaired by Simon Turner. Its other members are Rachel English and Frédéric
Vuilleumier.
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
Audit Committee
The Committee is chaired by Rachel English. The other members of the Committee during the year were
Stephen Buckland and Frédéric 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 any 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:
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
n
n
n
n
n
36
CAMELLIA PLC
CORPORATE GOVERNANCE
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, with support from Deloitte LLP (Deloitte) as external auditor, reviewed the suitability of the
accounting policies adopted and whether management 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 two Assam
estates were discussed in light of the expected trading of those businesses. The Committee considered
the fair value of the Group’s holdings and whether any impairment in the carrying value had occurred
and agreed that, in light of the likely lower future yield profile of the Assam estates and expected lower
rates of future revenue growth for JING Tea, impairments of £0.3 million and £1.1 million respectively had
occurred.
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 subsidiary, and the carrying value of certain of the Indian and
Bangladesh estates in the context of recent trading and third party valuations. The Committee agreed
that an impairment of £0.2 million had occurred during the year in relation to the investment property
portfolio.
The carrying value of the underlying property, plant and equipment assets (including right of use assets)
used in Bardsley’s business was also considered in light of the planned closure of that business and with
reference to market pricing for such assets. The Committee agreed that an impairment of £7.8 million
had occurred.
BF&M
The Group’s carrying value of BF&M was lower than the price agreed for the sale of the Group’s
shareholding. The Committee considered the fair value of the Group’s holding on the recategorisation of
the holding to ‘assets held for sale’ and concluded a release of a previous impairment of £19 million was
required. The Committee also considered the criteria for classifying the asset as held for sale.
Provisions
The bases of provisions for material uncertain tax situations were considered by the Committee as were
the provisions for wage increases in Bangladesh and India. The Committee is satisfied that the provisions
represent best estimates of the likely liabilities.
Consideration was given to various potential tax exposures in Bangladesh, Malawi and Kenya. In light of
the relevant circumstances the committee is satisfied that these should be disclosed as contingent
liabilities.
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.
37
CAMELLIA PLC
CORPORATE GOVERNANCE
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 and the other members are Simon Turner and Frédéric
Vuilleumier.
The responsibilities of the Committee include:
n
n
n
The review of the Group’s policy relating to remuneration of the Chairman, executive Directors and
the Company Secretary
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 53 to 54.
Sustainability and Safeguarding Committee
The Sustainability and Safeguarding Committee is responsible for promoting human rights across the
Group and further enhancing the Group’s environmental and sustainability practices. In 2024 the Board
agreed to review the Committee’s terms of reference and changed its role from an advisory committee to
a Board Committee. The Committee is chaired by Rachel English and the other member is Simon Turner.
The Committee advises the Board on strategy in these areas and monitors and reports on progress
against the agreed strategy. The updated terms of reference of the Committee are available on the
Company’s website.
Executive Committee
The Strategy Committee consists of the Chief Executive, the executive Directors of the Board and the
Group General Counsel.
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 38.
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.
38
CAMELLIA PLC
CORPORATE GOVERNANCE
The key management philosophy of the Company is that the responsibility for efficient day to day
operations remains with Group company management at an operational level. Accountability and
delegation of authority are clearly defined with regular communication between the Group senior
management and the management of the individual Group companies. Key Group companies have
internal audit functions reporting to their respective audit committees. The performance of each Group
company 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 Group
companies. However, any system of internal control can provide only reasonable, and not absolute,
assurance against material mis-statement or loss.
Principal risks and uncertainties
The Board has assessed the material risks and uncertainties relating to the Group’s principal operations,
with key mitigations and made an assessment of the change in risk year-on-year. These are set out in
the table below. All of the risks present potential material financial impacts to the Group in the medium
term. Diversification by crop and location helps mitigate the impact of individual risks but the majority
are common to Group companies, albeit in varying degrees.
Key:
➡
increased risk unchanged risk
➡
decreased risk
Agriculture
Risk
Climate change
Assessment of
change in risk
year-on-year
➞
Potential Impact
Current agricultural patterns
and practices become
unsustainable
Mitigation
Geographic spread of operations
to lessen the impact of extreme
weather on the Group
Land values and communities
are impacted at Group
company level
Investment in irrigation, water
storage and drought resistant
crop varieties
Flooding/drought/frost affecting
crop yields
Investment in sustainable water
solutions, regenerative soil
management, integrated pest
management, energy saving
initiatives and renewable energy
sources
Enhanced biodiversity
Refer to the Climate Related
Financial Disclosures section on
pages 19 to 25 of this report for
more detail
39
CAMELLIA PLC
CAMELLIA PLC
CORPORATE GOVERNANCE
Agriculture (continued)
Risk
Price volatility
Assessment of
change in risk
year-on-year
➞
Potential Impact
The effect of climate change
and global events (pandemic,
geo politics) on crop volumes
and/or prolonged depressed
commodity pricing either
individually or in combinations,
would have a material impact
on Group profitability
Mitigation
Use of forward contracts,
product and crop diversification
and building long-term strategic
relationships with key customers
Value-added products
production to access and supply
markets addresses customer
demands whilst having greater
control over pricing
Diversifying supply chains and
trading routes
Maximising efficiency in cost of
production
Refer to the Climate Related
Financial Disclosures section on
pages 19 to 25 of this report for
more detail
Currency
fluctuation
➞
Monitoring of foreign exchange
rates and cash management
Profit volatility arising from
sales in US Dollars and Euros
where there is no natural hedge
against the impact on cost of
production in the currency
where a Group company
operates
Non sterling denominated asset
values impacted
Cost of
production
➞
Increased wage costs, cost of
inputs and other costs of
production with no mitigating
increase in price, resulting in
lower profitability
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)
Introduction of more efficient
and productive working practices
and the increased use of
mechanisation and automation
Reduction of energy
consumption and/or increased
use of renewable energy
Monitoring changes to Group
company land legislation with
the assistance of lawyers and
trade associations. Maintaining
collaborative relationships with
governments at Group company
and national levels
40
CAMELLIA PLC
CORPORATE GOVERNANCE
Agriculture (continued)
Assessment of
change in risk
year-on-year
➞
Risk
Civil unrest,
political
instability and
war
Corruption
Health and
safety
Human rights
(current and
historic)
Potential Impact
Periodic interruptions to the
operation of the businesses at a
Group company level
Mitigation
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
Impact of ability to get product
to market
Maintaining diverse customer
base
Reduced demand for products
Environment leads to an
inability to carry on business in
a legal and ethical way,
resulting in the suspension of
business and/or payment of
fines and reputational damage
Vulnerability of employees to
injury at work due to the use of
machinery and chemicals
Physiological impact of climate
change on employee
productivity
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
Strict adherence to anti-bribery
legislation and the
implementation of the Group
Principal Policies
Staff training
Strict compliance with legislation
and training employees to adopt
safe working practices. Regular
external compliance reviews
Refer to the Climate Related
Financial Disclosures section on
pages 19 to 25 of this report for
more detail
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)
41
CAMELLIA PLC
CORPORATE GOVERNANCE
Engineering
Risk
Key customer
dependence
Assessment of
change in risk
year-on-year
Dependence
on the oil and
gas sector
Health and
safety
Investments and Associates
Risk
Market
Assessment of
change in risk
year-on-year
Potential Impact
Losing a major customer would
have a significant adverse
impact on revenue and
profitability
Mitigation
Seeking to diversify the
customer base and careful
customer relationship
management
Changes in market conditions,
including the impact of climate
change initiatives leading to
lower demand for services.
Refer to the Climate Related
Financial Disclosures section on
pages 19 to 25 of this report for
more detail
Vulnerability of the employees
to injury at work due to the use
of machinery and chemicals.
Payment of fines and claims
and reputational damage
Diversification into other sectors.
Close monitoring of the oil and
gas sector
Strict compliance with legislation
and training employees to adopt
safe working practices. Regular
external compliance reviews
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 impacting dividend
income
Maintaining strong capital base
and use of underwriting and
reinsurance to reduce risk
42
CAMELLIA PLC
CORPORATE GOVERNANCE
Group
Risk
Prolonged
impact of a
pandemic
Assessment of
change in risk
year-on-year
Mitigation
Contingency plans
Ongoing monitoring of banking
partners and country credit
ratings
Potential Impact
Interruption to production
and/or disruption of supply to
customers
Volatile equity markets
impacting the value of, and
yield from, the investment
portfolio; and/or 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
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
Defined
benefit
pensions
Increases in
inflation
and/or
reductions in
long-term
government
bond yields
Lower than
expected asset
return
Changes in
Group
company laws
restricting the
investment
choices for the
schemes’
assets
43
CAMELLIA PLC
CORPORATE GOVERNANCE
Group (continued)
Risk
Environmental
Assessment of
change in risk
year-on-year
Potential Impact
Contamination of environment
where Group companies
operate and wider environment
due to the use of machinery
and chemicals
Mitigation
Strict compliance with
legislation, training employees to
adopt safe working practices and
lessen the impact on the
environment
Payment of fines and claims,
criminal prosecutions and
reputational damage
Future adjustments to taxable
income and/or expense
deductions previously recorded
or increases to the cash tax
costs incurred by the Group in
future
Proactively seek to reduce our
impact on the environment
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
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
Increasing
political focus
towards
increasing tax
revenues
Legal and
regulatory
uncertainties
in relation to
the application
of English or
other law or
changes in
case law
44
CAMELLIA PLC
CORPORATE GOVERNANCE
Group (continued)
Assessment of
change in risk
year-on-year
➞
Potential Impact
Loss or theft of data
Interruption to services for
customers and the business
Risk
Potential
cyber- threats
such as
computer
viruses
IT
malfunctions
or external
cyber-attacks
Mitigation
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 Group companies, whatever sector they
operate in. These are set out in the GPPs which are periodically cascaded across the Group. Each Group
company is required to determine and develop its own policies based upon the GPPs, thus enabling
continuity, development, and progressive growth of these individual enterprises in an ethical and responsible
way that is relevant to their jurisdictions and cultures. Annually, each Group company confirms to the Group
its adherence with the GPPs.
The overall responsibility for the implementation and enforcement of the GPPs rests with the management of
each Group company. Certain GPPs, i.e. the compliance GPPs, such as the Anti-Bribery and Corruption GPP,
the Whistleblowing GPP, the Modern Slavery GPP and the Tax GPP, include provisions which must be observed
in order for Camellia Plc to comply with its own legal and regulatory obligations.
The GPPs can therefore be grouped into the following categories:
n High-level GPPs
n
Compliance GPPs
The High-level GPPs comprise Certification and Traceability, Health and Safety, Environmental, Employee
Welfare and Human Rights. The Compliance GPPs comprise Anti-Bribery and Corruption, Whistleblowing,
Modern Slavery and the Tax Principles. 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 the Group companies end to end supply chain management, Group companies are required to
meet the requirements of their customers and suppliers in terms of certification and traceability. Most
tea operations are Rainforest Alliance certified and all macadamia and avocado processing facilities are
FSSC 22000 certified. Across the Group, many Group companies have also obtained ISO14001, ISO9001
and ISO45001 and many other appropriate accreditations, such as Spring (Global G.A.P.) at the Kakuzi
operation.
Health and safety
Group companies are responsible for promoting good health and providing a safe and healthy workplace
to protect all employees, contractors, visitors and the public from foreseeable work hazards. All Group
companies must comply with health and safety legislation and regulations where they operate and obtain
the necessary certifications from external authorities.
45
CAMELLIA PLC
CORPORATE GOVERNANCE
Environmental
We are mindful of the environment in which the Group operates, recognising that Group companies
require natural resources and that these generate emissions and waste. Group companies understand
and comply with current applicable legislation in the jurisdictions in which they operate. Each company
is required to commit to policies which reduce their environmental footprint and which include (where
appropriate), using water sustainably, reducing waste, protecting the ecosystems within which the
Group operates, and working to improve the resilience of estates and farmers to climate change.
Employee welfare
Employees’ safety and welfare are paramount, as described in the Environmental and Social Report.
Group companies have policies and procedures in place (where appropriate) which cover equality,
health, personal development, training, diversity, education, housing and sanitation.
We consciously and continuously work towards encouraging equality in management positions across
the Group. Group companies comply with applicable regulations to encourage employees with
disabilities to work and, where necessary, make appropriate adjustments to working practices.
Human rights
Camellia Plc and its Group companies strive to protect and respect human rights and provide access to
remedy when required. This includes protecting and respecting the dignity, well-being and human rights
of Group company employees, the communities in which they exist and those with whom Group
companies have relationships or those who may be impacted by their 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 endeavour to 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
Group companies operate.
All Group employees, officers and executives, and all those acting for or on behalf of a Group company
are strictly prohibited from offering, paying, soliciting or accepting bribes or kickbacks, including
facilitation payments.
Compliance with the anti-bribery policy is monitored by individual Group companies and incidents are
reported to the anti-bribery officer for the applicable 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 level and by individual Group companies.
46
CAMELLIA PLC
CORPORATE GOVERNANCE
Whistleblowing
The Group 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 Group company is required to have a
designated whistleblowing officer. Group company employees can access the whistleblowing officer for
their individual operation, the Group whistleblowing officer or the chair of their relevant audit
committee.
Modern slavery
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 companies or their
supply chains. A copy of the statement for the year ended 31 December 2023 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 all Group companies which are required to confirm this statement
annually and adopt 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.
Key financial performance indicators
The nature of the Group’s principal activities is such that the Board takes a long-term view of Group
company operations, particularly Agriculture. The Board reviews monthly reports with a range of
financial and other indicators to monitor each division's performance depending on the applicable
Group company’s operations.
For the Agriculture division, the Board receives monthly revenue, profit, cashflow and operating
performance information including data on average selling prices per unit of sale and sales volumes,
costs of production by unit of production and crop volumes against budget. Rainfall and other climate
data are also considered.
For the Engineering division, the Board receives monthly profit and operating performance information
by service line.
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.
Several of the key financial performance indicators considered by the Board are included in the
Operational Report on pages 8 to 16.
47
CAMELLIA PLC
CORPORATE GOVERNANCE
Non-financial performance indicators
Each Group company has developed non-financial KPIs that are relevant to its operation. 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
n
Carbon footprint – including for key inputs and operating sites
Market trends and volumes for a number of the Group companies’ products including tea, macadamia
and avocado are discussed in the Chief Executive’s Statement and the Operational Report. Refer to the
Environmental and Social Report for discussion in relation to the Group’s carbon footprint.
The Board considers such KPIs by exception where Group companies notify that significant material
issues have emerged.
48
CAMELLIA PLC
REPORT OF THE DIRECTORS
The Directors present their report together with the audited consolidated accounts for the year ended
31 December 2023.
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
n
Agriculture
Engineering
n Other Investments including Associates
Fostering business relationships is of paramount importance to the Directors, as set out in the s172
Statement on page 33 of the Strategic Report. Further details of the Group’s activities are included in the
Strategic Report, the Chairman’s Statement, CEO’s Statement and the Operational Report.
Results and dividends
The loss after tax for the year amounted to £1.4 million (2022: Loss after tax £8.9 million). The Board is
not proposing a final dividend for the year 2023 for the reasons set out in the Chief Executive’s
Statement. Therefore, the total dividend payable for 2023 is 44p per share (2022: 146p per share). Details
are shown in note 13 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:
Susan Walker
31 December
2023
1 January
2023
220
220
Under the Company’s articles of association all the Directors are required to retire annually. Accordingly,
Simon Turner, Graham Mclean, Frédéric Vuilleumier, Rachel English and Stephen Buckland will retire
and, being eligible, will seek reelection at the forthcoming Annual General Meeting (“AGM”). Susan
Walker has indicated that she does not wish to stand for re-election and will step down from the Board
at the conclusion of the AGM. Byron Coombs was appointed as a Director effective from 25 September
2023 and will seek election to the Board at the AGM. As announced on 25 April 2024, Oliver Capon is
also seeking election at the forthcoming AGM.
None of the Directors or their families had a material interest in any contract of significance with the
Company or any Group company during, or at the end of, the financial year.
Executive directors
Byron Coombs was appointed Chief Executive on 25 September 2023. He has extensive experience in
the financial and investment management sectors and served as CEO of the Group’s private bank,
Duncan Lawrie, from 2014 until its sale in 2017, since when Byron has been employed by the Group as
Investment Director.
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 30 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.
49
CAMELLIA PLC
REPORT OF THE DIRECTORS
Proposed director
Oliver Capon has been appointed as Finance Director Designate and will commence his role on 28 May
2024. He seeks election to the board at the forthcoming AGM and will become CFO following the AGM.
Oliver is an experienced CFO with thirty years of experience, initially at Arthur Andersen and
subsequently at Shell Plc, where he worked in the UK and internationally. He has an MEng in
Engineering Science from Cambridge University and is a Fellow of the Institute of Chartered Accountants
of England & Wales. He is a director of Oleah Consulting Limited and was previously a director of Shell
Shared Service Centre – Glasgow Limited.
Non-executive directors
Simon Turner was appointed non-executive Chairman on 1 December 2023, having served as a
non-executive Director since March 2020. After spending the early part of his career in the legal
profession he became Chairman of the Camellia Foundation, stepping down in November 2023. He is
chair of the Nomination Committee and a member of the Remuneration Committee. He became a
member of the Sustainability and Safeguarding Committee in March 2024.
Stephen Buckland was appointed as a non-executive Director in 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 also a director of the Camellia Private Trust Company, president of the
board of the trustee of The Camellia Foundation (Bermuda), director of Camellia Holding AG and
became the chair of Goodricke Group Limited in January 2024. 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 with extensive international and general management experience, having founded and
served on the board of several significant businesses. She has substantial experience and interest in
ESG matters. She is chair of the Audit, Remuneration and Sustainability and Safeguarding Committees
and a member of the Nomination Committee.
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 is a member of the Audit,
Remuneration and Nomination Committees.
Company Secretary
Anita Denise Bodri was appointed Company Secretary on 31 December 2023 on an interim basis. She is
a qualified solicitor of England and Wales.
Substantial shareholdings
As at 5 April 2024 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
374,093
139,148
% of total
voting rights
51.67
13.54
5.04
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 38 to the Accounts.
50
CAMELLIA PLC
REPORT OF THE DIRECTORS
At the AGM in 2023, shareholders gave authority for the Company to purchase up to 276,200 of its own
shares. This authority expires at the conclusion of the 2024 AGM at which a resolution proposing
renewal of the authority will be submitted to shareholders.
AGM
The AGM of Camellia Plc will be held at The Goring Hotel, Beeston Place, Grosvenor Gardens, London
SW1W 0JW on 6 June 2024 at 11.30 a.m.. The Notice of Meeting together with explanatory notes and the
Form of Proxy accompanies the Annual Report and Accounts.
Auditors
A resolution proposing the reappointment of Deloitte LLP will be put to the 2024 AGM.
Each of the persons who were Directors at the time when this Report of the Directors was approved has
confirmed that:
n
n
So far as each Director is aware, there is no relevant audit information of which the Company’s
auditors are unaware.
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.
Climate, energy and carbon disclosure
In compliance with the SECR and CFD requirements, our greenhouse gas emissions, energy
consumption and energy reduction initiatives are reported within the Environment and Social Report on
pages 19 to 27.
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 32 to 33.
Research and development
The Group invests in research and development projects within its operations in order to improve
efficiency, productivity 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), including pest and disease control, improving energy
efficiencies and the implementation of new technologies to enhance automation.
We continue to collaborate with various organisations involved in a range of areas relevant to future
business strategy.
Kenya is running a commercial blueberry trial to evaluate the viability of different varieties. In Brazil,
research and development is ongoing into water saving irrigation systems, satellite imaging to identify
climate impact and plant nutrient requirements and the use of drones to apply integrated pest
management measures, amongst other uses. These initiatives will further support the implementation
of precision farming technologies.
Future development
Details of future developments are set out in the Chief Executive’s Statement, the Operational Report
and in the Strategic Report.
51
CAMELLIA PLC
REPORT OF THE DIRECTORS
Going concern
The Directors, at the time of approving the financial statements, considered the main trends and factors
likely to affect the Group’s business activities and the most recent business performance as described in
the Chairman’s Statement, the CEO’s Statement and in the Operational Report on pages 5 to 16.
They also considered the potential impact of the current operating environment and the known risks
arising from the Ukraine and Middle East conflicts 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 Group companies’ experience of trading through these conflicts,
we expect our Agriculture businesses will continue to operate broadly as set out in the Chairman’s
Statement, the CEO’s Statement and in the Operational Report.
At 31 December 2023, the Group had cash and cash equivalents net of borrowings of £26.0 million. In
addition, the Group had undrawn short-term loan and overdraft facilities of £10.2 million and a portfolio
of investments with a fair market value of £38.1 million. It is expected and assumed that short-term
loans and overdrafts due for renewal during the next 12 months will be renewed in the ordinary course.
In Q1 2024, £5.1 million in cash was received from the sale of property and manuscripts. Despite the
Linton Park estate and the Bardsley packhouse being marketed for sale and the agreed sale of the
Group’s holding in BF&M for US$100 million in cash, conditional on regulatory and tax approvals, no
proceeds have been reflected in our downside scenario for these assets.
The Directors have modelled various severe but plausible scenarios using assumptions including the
combined effect of lower than expected sales volumes for tea, avocado and for macadamia during 2024.
The revenue and operational impact of such volume reductions across our operations would negatively
impact Group profitability. We have also considered the combined impact of the risk of price reductions
during 2024 for our tea, macadamia, avocado and soya 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 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 44 of the Accounts.
Corporate governance
The Company’s statement on corporate governance can be found in the Corporate Governance Report
on pages 35 to 39.
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
Byron Coombs
Chief Executive
28 April 2024
52
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 page 38.
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 2023 AGM and applies for a period of
three years. The remuneration policy shall be reconsidered for shareholder approval at the AGM in 2026.
The Committee considers any views expressed by shareholders on Directors’ remuneration.
At the AGM on 8 June 2023, the Remuneration Report for the year to 31 December 2022 was approved by
shareholders with 99.59% of the votes cast in favour, 0.16% of the votes cast against and 508 votes
withheld.
Service contracts
Byron Coombs, Graham Mclean and Susan Walker are each employed on rolling service contracts.
Director
Byron Coombs
Graham Mclean
Susan Walker
Date of Service Contract
16 July 2023
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.
53
CAMELLIA PLC
REMUNERATION REPORT
Directors’ remuneration
Executive
Byron Coombs
Malcolm Perkins
Susan Walker
Graham Mclean
Tom Franks
Non-executive
Simon Turner
Stephen Buckland
Rachel English
Frédéric Vuilleumier
Gautam Dalal
William Gibson
Total
Remuneration
2022
£
2023
£
Benefits in Kind
2022
2023
£
£
178,162
554,831
449,117
483,141
–
–
414,785
408,288
439,219
318,146
49,276
65,678
49,276
61,612
49,494
91,675
53,560
56,240
27,238
–
27,805
–
––––––––
––––––––
1,940,456 1,837,087
––––––––
––––––––
7,450
34,690
29,140
30,170
–
400
–
–
–
–
–
––––––––
101,850
––––––––
–
19,210
28,908
29,881
17,580
–
–
1,955
–
–
–
––––––––
97,534
––––––––
Loss of Office
Total
2023
£
–
54,753
–
–
–
2022
£
2023
£
2022
£
–
–
–
–
661,443
185,612
644,274
478,257
513,311
–
–
433,995
437,196
469,100
997,169
–
–
–
–
–
–
––––––––
54,753
––––––––
49,276
66,078
–
49,276
61,612
–
51,449
91,675
–
53,560
56,240
–
27,238
–
–
27,805
–
–
––––––––
––––––––
––––––––
661,443 2,097,059 2,596,064
––––––––
––––––––
––––––––
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 and medical insurance.
(ii) Simon Turner received an additional fee for the role of Non-exec Chairman from 1 December 2023.
(iii) Byron Coombs received payment as Chief Executive from 25 September 2023.
(iv) Stephen Buckland received an additional fee for the role of Non-executive Director of Goodricke Group Limited
from 10 August 2023.
(v) Malcolm Perkins retired from the Board on 30 November 2023 and received a payment of £54,753 for loss of
office. This included a payment in lieu of notice and benefits in kind.
(vi) Gautam Dalal and William Gibson’s fees relate to the period 1 January 2022 to 30 June 2022.
(vii) Rachel English’s fees relate to the period from 6 May 2022.
Directors’ pensions
Malcolm Perkins received no payment for pensionable service during 2023. Byron Coombs, Graham
Mclean and Susan Walker received an excess non-pensionable salary supplement equivalent to 10% of
base salary.
Approved by the Board
Rachel English
Chair of the Remuneration Committee
28 April 2024
54
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 28 April 2024.
Simon Turner
Chairman
28 April 2024
55
CAMELLIA PLC
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2023
Notes
2023
£'m
Continuing operations
Revenue
Cost of sales
Gross profit
Other operating income
Distribution costs
Administrative expenses
Trading (loss)/profit
Share of associates' results
Profit on disposal of assets classified as held for sale
Reversal of impairment of investment in associate
Impairments of intangible assets, investment properties,
property, plant and equipment and right-of-use assets
Provisions and costs associated with restructuring and dilapidations
Profit on disposal and fair value movements on
money market investments
Operating loss
Investment income
Finance income
Finance costs
Net exchange gain
Employee benefit expense
Net finance income
Profit/(loss) before tax
Taxation
Loss for the year from continuing operations
Discontinued operations
Profit for the year from discontinued operations
Loss after tax
(Loss)/profit attributable to:
Owners of Camellia Plc
Non-controlling interests
2
3
1,3
5
6
7
8
9
9
9
9
9
10
11
2022
£'m
Restated
297.2
(226.7)
–––––––––––
70.5
4.4
(23.0)
(45.8)
–––––––––––
6.1
(3.7)
1.8
–
272.3
(222.1)
–––––––––––
50.2
3.4
(22.0)
(47.2)
–––––––––––
(15.6)
3.4
2.1
19.0
(9.4)
(1.1)
(10.1)
–
0.3
–––––––––––
(1.3)
2.9
2.2
(3.0)
3.4
(0.4)
2.2
–––––––––––
3.8
(5.2)
–––––––––––
(1.4)
0.3
–––––––––––
(5.6)
0.4
2.0
(2.2)
1.5
(0.4)
0.9
–––––––––––
(4.3)
(12.2)
–––––––––––
(16.5)
–
–––––––––––
(1.4)
–––––––––––
7.6
–––––––––––
(8.9)
–––––––––––
(3.7)
2.3
–––––––––––
(1.4)
–––––––––––
(13.6)
4.7
–––––––––––
(8.9)
–––––––––––
Loss per share - basic and diluted
From continuing operations
From continuing and discontinued operations
14
14
(134.0) p
(134.0) p
(767.6) p
(492.4) p
Note
Prior period comparatives have been restated following a previously recognised associate transitioning to IFRS 17 ‘Insurance Contracts’.
See page 63 for further details.
56
CAMELLIA PLC
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2023
Group
Loss for the year
Notes
2023
£’m
2022
£’m
Restated
(1.4)
–––––––––––
(8.9)
–––––––––––
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
24
37
36
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation differences
Share of other comprehensive income of associates
Other comprehensive expense for the year, net of tax
Total comprehensive expense for the year
Total comprehensive (expense)/income attributable to:
Owners of Camellia Plc
Non-controlling interests
(0.2)
(0.5)
5.1
(3.9)
0.2
–
–––––––––––
0.7
–––––––––––
(43.2)
(0.1)
–––––––––––
(43.3)
–––––––––––
(42.6)
–––––––––––
(44.0)
–––––––––––
(35.3)
(8.7)
–––––––––––
(44.0)
–––––––––––
Company
Profit/(loss) for the year
Total comprehensive income/(expense) for the year
12
4.5
–––––––––––
4.5
–––––––––––
0.1
(0.2)
0.2
(2.6)
(12.8)
3.6
(0.4)
–––––––––––
(12.1)
–––––––––––
9.2
0.1
–––––––––––
9.3
–––––––––––
(2.8)
–––––––––––
(11.7)
–––––––––––
(17.1)
5.4
–––––––––––
(11.7)
–––––––––––
(1.6)
–––––––––––
(1.6)
–––––––––––
Note
Prior period comparatives have been restated following a previously recognised associate transitioning to IFRS 17 ‘Insurance Contracts’.
See page 63 for further details.
57
CAMELLIA PLC
CONSOLIDATED BALANCE SHEET
at 31 December 2023
31 December
2023
Notes £’m
ASSETS
Non-current assets
Intangible assets 17 4.7
Property, plant and equipment 18 151.8
Right-of-use assets 19 12.5
Investment properties 20 23.3
Biological assets 21 11.2
Investments in associates 23 10.4
Equity investments at fair value through other
comprehensive income 24 30.6
Money market investments at fair value through profit or loss 25 6.5
Debt investments at amortised cost 26 –
Other investments - heritage assets 27 7.5
Retirement benefit surplus 37 –
Trade and other receivables 29 2.7
–––––––––––
Total non-current assets 261.2
–––––––––––
Current assets
Inventories 28 49.4
Biological assets 21 8.8
Trade and other receivables 29 48.2
Money market investments at fair value through profit or loss 25 –
Debt investments at amortised cost 26 1.0
Current income tax assets 0.9
Cash and cash equivalents (excluding bank overdrafts) 30 47.9
–––––––––––
156.2
Assets classified as held for sale 31 82.3
–––––––––––
Total current assets 238.5
–––––––––––
LIABILITIES
Current liabilities
Financial liabilities - borrowings 33 (18.6)
Lease liabilities 34 (2.2)
Trade and other payables 32 (52.2)
Current income tax liabilities (1.6)
Employee benefit obligations 37 (1.6)
Provisions 35 (7.6)
–––––––––––
(83.8)
Liabilities related to assets classified as held for sale 31 (2.1)
–––––––––––
Total current liabilities (85.9)
–––––––––––
Net current assets 152.6
–––––––––––
Total assets less current liabilities 413.8
–––––––––––
Non-current liabilities
Financial liabilities - borrowings 33 (3.3)
Lease liabilities 34 (9.1)
Deferred tax liabilities 36 (28.4)
Employee benefit obligations 37 (9.7)
–––––––––––
Total non-current liabilities (50.5)
–––––––––––
Net assets 363.3
–––––––––––
EQUITY
Called up share capital 38 0.3
Share premium 15.3
Reserves 310.2
–––––––––––
Equity attributable to owners of Camellia Plc 325.8
Non-controlling interests 37.5
–––––––––––
Total equity 363.3
–––––––––––
58
31 December
2022
£’m
Restated
1 January
2022
£’m
Restated
6.3
184.5
26.1
25.4
14.1
69.4
25.7
7.3
1.3
8.8
0.8
3.1
–––––––––––
372.8
–––––––––––
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
–––––––––––
482.4
–––––––––––
(4.4)
(19.1)
(37.0)
(8.1)
–––––––––––
(68.6)
–––––––––––
413.8
–––––––––––
0.3
15.3
349.4
–––––––––––
365.0
48.8
–––––––––––
413.8
–––––––––––
10.1
202.1
28.8
23.1
13.4
69.7
27.7
7.2
1.3
8.7
14.8
2.7
–––––––––––
409.6
–––––––––––
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
–––––––––––
507.0
–––––––––––
(4.5)
(21.5)
(38.0)
(8.6)
–––––––––––
(72.6)
–––––––––––
434.4
–––––––––––
0.3
15.3
370.1
–––––––––––
385.7
48.7
–––––––––––
434.4
–––––––––––
CAMELLIA PLC
COMPANY BALANCE SHEET
at 31 December 2023
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
2023
£’m
2022
£’m
22
27
29
30
31
32
36
38
73.5
7.6
–––––––––––
81.1
–––––––––––
3.1
0.1
2.2
0.1
–––––––––––
5.5
0.9
–––––––––––
6.4
–––––––––––
(1.3)
(21.9)
–––––––––––
(23.2)
–––––––––––
(16.8)
–––––––––––
64.3
–––––––––––
–
–––––––––––
–
–––––––––––
64.3
–––––––––––
0.3
15.3
48.7
–––––––––––
64.3
–––––––––––
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
–––––––––––
The profit/(loss) for the company is shown in note 12.
The notes on pages 63 to 135 form part of the financial statements.
The financial statements on pages 56 to 135 were approved on 28 April 2024 by the board of Directors
and signed on their behalf by:
Byron Coombs
Chief Executive
Registered Number 00029559
59
CAMELLIA PLC
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2023
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
Purchase of heritage assets
Additions to investment property
Biological assets: non-current - disposals
Cash leaving the Group on disposal of subsidiary
Proceeds from disposal of subsidiary
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 from discontinued operation
Cash and cash equivalents at beginning of year
Exchange (losses)/gains on cash
Cash and cash equivalents at end of year
Notes
39
40
40
40
11
30
30
2023
£’m
2022
£’m
(7.3)
2.2
(3.0)
(6.8)
–––––––––––
(14.9)
–––––––––––
(11.6)
1.2
1.0
–
–
0.9
–
16.6
1.0
(6.1)
4.1
2.9
–––––––––––
10.0
–––––––––––
(4.0)
(2.6)
4.8
(2.0)
(2.1)
–––––––––––
(5.9)
–––––––––––
(10.8)
–
45.6
(0.9)
–––––––––––
33.9
–––––––––––
2.6
2.0
(2.2)
(8.3)
–––––––––––
(5.9)
–––––––––––
(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
–––––––––––
For the purposes of the cash flow statement, cash and cash equivalents are included net of overdrafts
repayable on demand.
60
CAMELLIA PLC
COMPANY CASH FLOW STATEMENT
for the year ended 31 December 2023
Cash generated from operations
Profit/(loss) before tax
Adjustments for:
Interest income
Profit on disposal of assets held for sale
Dividends from group companies
Decrease in trade and other receivables
Increase in trade and other payables
Net movement in intra-group balances
Cash (used in)/generated from operations
Interest received
Net cash flow from operating activities
Cash flows from investing activities
Purchase 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
Notes
30
30
2023
£’m
4.3
(0.3)
(2.1)
(4.0)
0.2
–
1.4
–––––––––––
(0.5)
0.3
–––––––––––
(0.2)
–––––––––––
–
0.3
4.0
–––––––––––
4.3
–––––––––––
(4.1)
–––––––––––
(4.1)
–––––––––––
–
0.1
–––––––––––
0.1
–––––––––––
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
–––––––––––
61
CAMELLIA PLC
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023
At 1 January 2022
Adoption of IFRS 17
by associate
(see page 63)
At 1 January 2022 -
restated
(Loss)/profit for the year
Other comprehensive
(expense)/income
for the year
Transfer of realised
gains on disposal
of financial assets
Dividends 13
Share of associates’
other equity
movements
At 31 December 2022
Loss for the year
Other comprehensive
expense for the year
Transfer of realised
gains on disposal
of financial assets
Dividends 13
Share of associates’
other equity movements
Other
capital premium shares earnings reserves
£’m
Share Treasury Retained
Group Notes
Share
£’m
£’m
£’m
Non-
controlling
interests
£’m
Total
equity
£’m
Restated
437.3
Total
£’m
Restated
388.6
£’m
Restated
377.1
0.3
15.3
(0.4)
(3.7)
48.7
–
–––––––
–
–––––––
–
–––––––
(2.9)
–––––––
–
–––––––
(2.9)
–––––––
–
–––––––
(2.9)
–––––––
0.3
–
15.3
–
(0.4)
–
374.2
(13.6)
(3.7)
-
385.7
(13.6)
48.7
4.7
434.4
(8.9)
–
–
–
–
–
–
–
–
–
(10.0)
6.5
(3.5)
0.7
(2.8)
1.1
(4.0)
(1.1)
–
–
(4.0)
–
(5.3)
–
(9.3)
–
–––––––
0.3
–
–
–––––––
15.3
–
–
–––––––
(0.4)
–
0.4
–––––––
348.1
(3.7)
–
–––––––
1.7
–
0.4
–––––––
365.0
(3.7)
–
–––––––
48.8
2.3
0.4
–––––––
413.8
(1.4)
–
–
–
–
–
–
–
–
–
(4.1)
(27.5)
(31.6)
(11.0)
(42.6)
0.4
(4.0)
(0.4)
-
–
(4.0)
–
(2.6)
–
(6.6)
–
–––––––
15.3
–––––––
–
–––––––
(0.4)
–––––––
0.1
–––––––
336.8
–––––––
–
–––––––
(26.2)
–––––––
0.1
–––––––
325.8
–––––––
–
–––––––
37.5
–––––––
0.1
–––––––
363.3
–––––––
0.3
15.3
–
41.9
12.1
69.6
–
69.6
–
–
–––––––
15.3
–
–
–––––––
15.3
–––––––
–
–
–––––––
–
–
–
–––––––
–
–––––––
(1.6)
(4.1)
–––––––
36.2
–
–
–––––––
12.1
(1.6)
(4.1)
–––––––
63.9
–
–
–––––––
–
(1.6)
(4.1)
–––––––
63.9
4.5
(4.1)
–––––––
36.6
–––––––
–
–
–––––––
12.1
–––––––
4.5
(4.1)
–––––––
64.3
–––––––
–
–
–––––––
–
–––––––
4.5
(4.1)
–––––––
64.3
–––––––
–
–––––––
0.3
–––––––
At 31 December 2023
Company
At 1 January 2022
Total comprehensive
expense for the year
Dividends 13
–
–
–––––––
0.3
At 31 December 2022
Total comprehensive
income for the year
Dividends 13
–
–
–––––––
0.3
–––––––
At 31 December 2023
In relation to the reserves of the Company, £36.6 million (2022: £36.2 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 £71.6 million deficit
(2022: £44.1 million deficit).
Group retained earnings includes £123.7 million (2022: £155.4 million) which would require exchange control
permission for remittance as dividends.
62
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, assets held for sale and employee
benefit obligations.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the
current year.
The Group previously recognised associate company, BF&M Limited adopted IFRS 17—Insurance
Contracts on 1 January 2023. IFRS 17 has been applied retrospectively unless impracticable, in which case
the fair value approach to transition was utilised. IFRS 17 establishes principles for the recognition,
measurement, presentation and disclosure of insurance contracts. The most significant changes
precipitated by IFRS 17 that affected the Group associate company included valuation changes due to
new discounting and risk adjustment methodologies, changes to presentation, and changes when certain
assumption and estimate adjustments are recognised within net income. For long-duration contracts,
insurance contract liabilities are measured at the estimated present value of fulfilment cash flows,
adjusted for an explicit risk adjustment for non-financial risk, and the contractual service margin, which
represents unearned contractual profits. The contractual service margin is recognised in net income as
services are provided, while the risk adjustment is released into net income as non-financial risk
diminishes. Short-duration contracts, including the majority of the Group’s general insurance and group
life and health contracts, are measured using the simplified premium allocation approach and were
minimally affected by the adoption of IFRS 17. The measurement of reinsurance contracts held generally
follows the measurement of the underlying direct contracts to which they relate. BF&M has therefore
restated its opening balance sheet as at 1 January 2022 and its results for 2022. In accordance with our
accounting policy to use the equity method accounting for our associate undertakings, the impact of this
restatement, has been to decrease the carrying value of our investment in associates at 1 January 2022 by
£2.9 million, with a corresponding reduction in the Group's reserves. The share of our associates results
for the for the full year ended 31 December 2022 has decreased by £0.6 million.
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.
63
CAMELLIA PLC
ACCOUNTING POLICIES
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.
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:
The identification of contract(s) with customers
The identification of the performance obligations in the contract
The determination of the transaction price
n
n
n
64
CAMELLIA PLC
ACCOUNTING POLICIES
n
n
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 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.
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 Committee led by the Chief Executive. 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.
65
CAMELLIA PLC
ACCOUNTING POLICIES
(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.
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. Costs incurred in maintaining the bearer plants until the date of maturity
are capitalised.
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. Depreciation of other property, plant and equipment is
calculated to write off their cost less residual value over their expected useful lives.
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.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
66
CAMELLIA PLC
ACCOUNTING POLICIES
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.
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.
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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 9).
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.
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
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
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n
n
n
n
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.
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;
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(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.
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.
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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.
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.
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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.
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.
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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.
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.
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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.
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 reclassification of investment in associate to asset classified
as held for sale
As announced in June 2023, the Company agreed the sale of its entire holding in BF&M to Bermuda Life
Insurance Company Limited, a subsidiary of Argus Group Holdings Limited (“Argus”) for a cash
consideration of $100m (the “Sale”), conditional on receipt of a number of regulatory and tax approvals.
The Group’s interest was immediately classified as held for sale with effect from June 2023. The Group
has not applied equity accounting in relation to its investment following this date and reversed £19.0m of
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its previously recorded impairment. Following the announcement of this proposed disposal, BF&M’s
board implemented a shareholder rights agreement, the objective of which was to act as a ‘poison pill’ in
the event of any new shareholder seeking to register a more than 15% shareholding without BF&M’s
consent. This shareholder rights agreement has since been removed. However, BF&M thereafter
separately announced a partnership with Equilibria Capital Management Limited (Argus’ major
shareholder) under which Equilibria granted BF&M an exclusive option to acquire a 13.7% stake in Argus
and BF&M has invested in a dedicated Equilibria investment fund which includes a 16.3% stake in Argus.
The Group is contractually bound to complete the sale and remains committed to it. Whilst the events
since signing of the agreement have extended the timetable for regulatory approvals the Board believes it
is still highly probable that the sale will complete within one year.
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.
(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 an increase in the
volatility of weather patterns has 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.
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
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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.
An impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the
higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is
based on available data from binding sales transactions in an arm’s length transaction of similar assets or
observable market prices less incremental costs for disposing the asset. The Group had engaged
independent professional valuers, where relevant to assess the fair values for certain assets using
recognised valuation techniques.
Impairment tests are sensitive to forecasted EBITDA, growth rates and discount rates and changes in
these assumptions may result in changes in recoverable values. The carrying amount of the Group’s
goodwill and indefinite/finite life intangible assets at the balance sheet date is disclosed in note 17
including sensitivity analysis.
The Group has recognised a value for BF&M above its market value, some of this surplus may need to be
impaired if the disposal does not complete.
(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 21.
(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 37.
(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 10. Significant unprovided contingent tax liabilities are disclosed in note 43.
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 2023. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial statements.
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Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement
2 Making Materiality Judgements—Disclosure of Accounting Policies
The Group has adopted the amendments to IAS 1 for the first time in the current year. The amendments
change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments
replace 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.
Amendments to IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities aris-
ing from a Single Transaction
The Group has adopted the amendments to IAS 12 for the first time in the current year. 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 profit nor taxable profit.
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.
Amendments to IAS 8 Accounting Polices, Changes in Accounting Estimates and Errors—
Definition of Accounting Estimates
The Group has adopted the amendments to IAS 8 for the first time in the current year. 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.
(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:
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 Non-current Liabilities with Covenants
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
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 as indicated below.
77
CAMELLIA PLC
ACCOUNTING POLICIES
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 IASB; 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.
Amendments to IAS 1 Presentation of Financial Statements—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 2024,
with early application permitted. The IASB has aligned the effective date with the 2022 amendments to
IAS 1. If an entity applies the 2020 amendments for an earlier period, it is also required to apply the 2022
amendments early.
Amendments to IAS 1 Presentation of Financial Statements— Non-current Liabilities
with Covenants
The amendments specify that only covenants that an entity is required to comply with on or before the
end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve
months after the reporting date (and therefore must be considered in assessing the classification of the
liability as current or non-current). Such covenants affect whether the right exists at the end of the
reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a
covenant based on the entity’s financial position at the reporting date that is assessed for compliance
only after the reporting date).
The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the
reporting date is not affected if an entity only has to comply with a covenant after the reporting period.
However, if the entity’s right to defer settlement of a liability is subject to the entity complying with
covenants within twelve months after the reporting period, an entity discloses information that enables
users of financial statements to understand the risk of the liabilities becoming repayable within twelve
months after the reporting period. This would include information about the covenants (including the
nature of the covenants and when the entity is required to comply with them), the carrying amount of
related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties
complying with the covenants.
78
CAMELLIA PLC
ACCOUNTING POLICIES
The amendments are applied retrospectively for annual reporting periods beginning on or after 1 January
2024. Earlier application of the amendments is permitted. If an entity applies the amendments for an
earlier period, it is also required to apply the 2020 amendments early.
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures— Supplier Finance Arrangements
The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose
information about its supplier finance arrangements that enables users of financial statements to assess
the effects of those arrangements on the entity’s liabilities and cash flows. In addition, IFRS 7 was
amended to add supplier finance arrangements as an example within the requirements to disclose
information about an entity’s exposure to concentration of liquidity risk.
The term ‘supplier finance arrangements’ is not defined. Instead, the amendments describe the
characteristics of an arrangement for which an entity would be required to provide the information.
To meet the disclosure objective, an entity will be required to disclose in aggregate for its supplier finance
arrangements:
n
n
n
n
n
the terms and conditions of the arrangements;
the carrying amount, and associated line items presented in the entity’s statement of financial
position, of the liabilities that are part of the arrangements;
the carrying amount, and associated line items for which the suppliers have already received
payment from the finance providers;
ranges of payment due dates for both those financial liabilities that are part of a supplier finance
arrangement and comparable trade payables that are not part of a supplier finance arrangement; and
liquidity risk information.
The amendments, which contain specific transition reliefs for the first annual reporting period in which an
entity applies the amendments, are applicable for annual reporting periods beginning on or after
1 January 2024. Earlier application is permitted.
Amendment to IFRS 16 Leases—Lease Liability in a Sale and Leaseback
The amendments to IFRS 16 add subsequent measurement requirements for sale and leaseback transactions
that satisfy the requirements in IFRS 15 to be accounted for as a sale. The amendments require the seller-
lessee to determine ‘lease payments’ or ‘revised lease payments’ such that the seller-lessee does not recognise
a gain or loss that relates to the right of use retained by the seller-lessee, after the commencement date.
The amendments do not affect the gain or loss recognised by the seller-lessee relating to the partial or
full termination of a lease. Without these new requirements, a seller-lessee may have recognised a gain
on the right of use it retains solely because of a remeasurement of the lease liability (for example,
following a lease modification or change in the lease term) applying the general requirements in IFRS 16.
This could have been particularly the case in a leaseback that includes variable lease payments that do
not depend on an index or rate.
As part of the amendments, the IASB amended an illustrative example in IFRS 16 and added a new
example to illustrate the subsequent measurement of a right-of-use asset and lease liability in a sale and
leaseback transaction with variable lease payments that do not depend on an index or rate. The
illustrative examples also clarify that the liability that arises from a sale and leaseback transaction that
qualifies as a sale applying IFRS 15 is a lease liability.
The amendments are effective for annual reporting periods beginning on or after 1 January 2024. Earlier
application is permitted. If a seller-lessee applies the amendments for an earlier period, it is required to
disclose that fact.
A seller-lessee applies the amendments retrospectively in accordance with IAS 8 to sale and leaseback
transactions entered into after the date of initial application, which is defined as the beginning of the
annual reporting period in which the entity first applied IFRS 16.
79
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.
In addition, the Group holds a number of other investments including associates.
Segment information about these businesses is presented below:
Continuing operations
Revenue
External sales
Adjusted trading (loss)/profit
Separately disclosed items (note 4)
Trading (loss)/profit
Share of associates' results
Profit on disposal of assets classified as
held for sale
Impairments of intangible assets, investment
properties, property, plant and equipment
and right-of-use assets
Reversal of impairment of investment in associate
Provisions and costs associated with the
restructuring and dilapidations
Profit on disposal of financial assets
Operating (loss)/profit
Comprising
– adjusted operating (loss)/profit before tax
– profit on disposal of assets classified as
held for sale
– impairments of intangible assets, investment
properties, property, plant and equipment and
right-of-use assets
– reversal of impairment of investment in associate
– provisions and costs associated with the
restructuring and dilapidations
– release of creditor not required
Investment income
Net finance income
Profit/(loss) before tax
Taxation
Loss for the year from continuing operations
Profit for the year from discontinued operations
Loss after tax
Other information
Segment assets
Investments in associates
Unallocated assets
Consolidated total assets
Segment liabilities
Unallocated liabilities
Consolidated total liabilities
80
283.0
255.6
2022
£’m
2022
£’m
2023
£’m
Agriculture
Engineering
2023
£’m
Unallocated
2022
2023
£’m
£’m
Restated
1.0
Consolidated
2022
2023
£’m
£’m
Restated
297.2
–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
6.1
–
–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
6.1
(3.7)
(18.1)
2.5
(15.6)
3.4
(9.7)
–
(0.3)
–
(9.7)
3.4
(8.1)
2.5
(5.6)
–
(8.6)
–
(0.8)
–
(8.6)
(3.7)
(0.8)
–
15.5
–
15.5
–
272.3
(0.3)
15.7
13.2
1.0
–
–
(9.2)
–
(10.0)
–
–
–
–
–
–
–
2.1
1.8
2.1
1.8
(0.2)
19.0
(0.1)
–
(9.4)
19.0
(10.1)
–
–
0.3
(1.1)
0.3
–
0.3
–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
(5.6)
(1.1)
0.3
(15.6)
(10.6)
(0.3)
(1.3)
14.6
(0.8)
5.8
–
–
–
–
–
–
–
(7.8)
15.8
(0.3)
(0.8)
(6.3)
(12.3)
(14.4)
2.7
–
–
(9.2)
–
(10.0)
–
–
–
–
–
–
–
2.1
1.8
2.1
1.8
(0.2)
19.0
(0.1)
–
(9.4)
19.0
(10.1)
–
–
–
–
–
–
–
–
–
–
5.8
(0.8)
14.6
(0.3)
(10.6)
(15.6)
(1.1)
2.5
(1.1)
2.5
–
–
–––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
(5.6)
0.4
0.9
–––––– ––––––
(4.3)
(12.2)
–––––– ––––––
(16.5)
7.6
–––––– ––––––
(8.9)
–––––– ––––––
(1.3)
2.9
2.2
(1.4)
–
3.8
(5.2)
(1.4)
284.4
373.9
11.1
10.8
(71.4)
(82.7)
(8.4)
(7.4)
499.7
295.5
10.4
193.8
384.7
73.3
113.8
–––––– ––––––
571.8
–––––– ––––––
(90.1)
(64.0)
–––––– ––––––
(154.1)
(136.4)
–––––– ––––––
(79.8)
(56.6)
CAMELLIA PLC
NOTES TO THE ACCOUNTS
1 Business and geographical segments (continued)
Agriculture
Engineering
Consolidated
2023 2022 2023 2022 2023 2022 2023 2022
£’m £’m £’m £’m £’m £’m £’m £’m
Restated Restated
Capital expenditure 10.6 14.1 – 0.3 0.4 2.5 11.0 16.9
Depreciation (12.1) (13.8) (0.5) (0.5) (0.1) (0.1) (12.7) (14.4)
Amortisation (0.1) (0.1) – – – – (0.1) (0.1)
Impairments (9.2) (10.0) – – (0.2) (0.1) (9.4) (10.1)
Reversal of impairment – – – – 19.0 – 19.0 –
Unallocated
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
2022
2023
£’m
£’m
Over time
Total
2023
£’m
2022
£’m
2023
£’m
2022
£’m
54.2
33.0
18.5
83.4
39.6
5.0
3.2
2.2
13.2
19.0
––––––––––
271.3
––––––––––
54.1
29.9
24.2
97.5
38.0
6.9
2.0
8.4
13.4
21.8
––––––––––
296.2
––––––––––
0.9
–
–
–
–
0.1
–
–
–
–
––––––––––
1.0
––––––––––
0.9
–
–
–
–
0.1
–
–
–
–
––––––––––
1.0
––––––––––
55.1
33.0
18.5
83.4
39.6
5.1
3.2
2.2
13.2
19.0
––––––––––
272.3
––––––––––
55.0
29.9
24.2
97.5
38.0
7.0
2.0
8.4
13.4
21.8
––––––––––
297.2
––––––––––
81
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
South America
Continuing
Discontinued -
United Kingdom
Carrying amount of
segment assets
2023
£’m
2022
£’m
Additions to property,
plant and equipment
2022
£’m
2023
£’m
Additions to
investment properties
2022
£’m
2023
£’m
19.4
45.5
94.6
73.3
29.4
13.8
4.7
14.8
––––––––––
295.5
55.9
50.9
101.1
96.4
45.3
15.9
4.1
15.1
––––––––––
384.7
0.9
2.0
2.7
2.3
0.3
0.6
0.9
1.3
––––––––––
11.0
1.6
2.4
2.8
3.8
0.6
1.4
1.1
0.7
––––––––––
14.4
–
–
–
–
–
–
–
–
––––––––––
–
–
––––––––––
295.5
––––––––––
18.0
––––––––––
402.7
––––––––––
–
––––––––––
11.0
––––––––––
0.4
––––––––––
14.8
––––––––––
–
––––––––––
–
––––––––––
2.5
–
–
–
–
–
–
–
––––––––––
2.5
–
––––––––––
2.5
––––––––––
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
2023
£’m
2022
£’m
255.6
15.7
1.0
–––––––––––
272.3
3.4
2.9
2.2
–––––––––––
280.8
–––––––––––
283.0
13.2
1.0
–––––––––––
297.2
4.4
0.4
2.0
–––––––––––
304.0
–––––––––––
Disaggregation of revenue from contracts with customers:
At a point in time
2022
2023
£’m
£’m
Over time
2023
£’m
2022
£’m
Sale of goods
Engineering services revenue
Property rental revenue
Total Group revenue
82
283.0
13.2
–
255.6
15.7
–
–
–
1.0
––––––––––– ––––––––––– ––––––––––– –––––––––––
1.0
––––––––––– ––––––––––– ––––––––––– –––––––––––
–
–
1.0
271.3
296.2
1.0
CAMELLIA PLC
NOTES TO THE ACCOUNTS
3 Trading (loss)/profit
The following items have been included in arriving at trading (loss)/profit:
Employment costs (note 15)
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
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
(Loss)/profit on disposal of property, plant and equipment
Profit on disposal of investment property
Repairs and maintenance expenditure on property, plant and equipment
Currency exchange losses/(gains) charged/(credited) to income include:
Revenue
Cost of sales
Distribution costs
Administrative expenses
Other operating income
Finance income and costs
2023
£’m
2022
£’m
115.0
118.1
175.5
181.8
1.0
0.6
2.7
–
10.5
2.2
0.1
2.2
(0.4)
0.3
8.8
––––––––––
13.4
2.7
0.1
1.5
0.1
0.1
9.9
––––––––––
1.3
(2.0)
(0.4)
0.1
–
(3.4)
–––––––––––
(4.4)
–––––––––––
(0.4)
0.3
(0.2)
–
(0.1)
(1.5)
–––––––––––
(1.9)
–––––––––––
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
0.5
0.8
–––––––––––
1.3
–––––––––––
0.5
0.9
–––––––––––
1.4
–––––––––––
83
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.
Trading (loss)/profit
Exceptions or items considered non-operational:
Release of creditor not required
Adjusted trading (loss)/profit
Operating loss
Exceptions or items considered non-operational:
Release of creditor not required
Profit on disposal of assets classified as held for sale
Reversal of impairment of investment in associate
Impairments of intangible assets, investment properties,
property, plant and equipment and right-of-use assets
Provisions and costs associated with restructuring and dilapidations
Adjusted operating (loss)/profit before tax
Investment income
Net finance income
Adjusted (loss)/profit before tax
2023
£’m
2022
£’m
Restated
(15.6)
6.1
2.5
––––––––––
(18.1)
––––––––––
–
––––––––––
6.1
––––––––––
(1.3)
(5.6)
2.5
2.1
19.0
–
1.8
–
(9.4)
(1.1)
––––––––––
(14.4)
2.9
2.2
––––––––––
(9.3)
––––––––––
(10.1)
–
––––––––––
2.7
0.4
0.9
––––––––––
4.0
––––––––––
The following items have been excluded from the adjusted (loss)/profit measure and have been
separately disclosed:
A £2.5 million credit to costs of sales in relation to a tea cess creditor, which had been provided
for over a number of years and was subject to a court appeal. During 2023, this accrual has been
reversed, following an agreement with the local government
During the year, assets previously classified as held for sale which included properties owned by
Bardsley and a number of the Group's art and manuscripts have been sold, realising a profit of
£2.1 million
Reversal of impairment of the Group's investment in BF&M Limited (note 23) of £19.0 million
Impairment charges of £7.8 million in relation to the property, plant and equipment and
right-of-use assets relating to Bardsley which arose following the decision to wind down the
operation
An impairment charge of £1.1 million has been recognised in relation to the Jing Tea brand
reflecting lower than anticipated growth expectations
n
n
n
n
n
84
CAMELLIA PLC
NOTES TO THE ACCOUNTS
4 Adjusted (loss)/profit (continued)
n
n
n
An impairment charge of £0.3 million has been recognised in relation to the goodwill on the
acquisition of a tea estate in India, following a reassessment of achievable future yields
An impairment charge of £0.2 million in relation to investment properties
£0.6 million of restructuring costs incurred in early 2023 and £0.5 million of dilapidation
provisions provided in relation to leased properties in relation to Bardsley
In 2022, the following items were excluded from the adjusted profit measure and were separately
disclosed:
n
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 which arose from lower expected profitability of the operation
An impairment charge of £0.1 million in relation to one of the Group's investment properties
5 Share of associates' results
The Group's share of the results of associates is analysed below:
Profit/(loss) before tax
Taxation
Profit after tax
2023
£’m
2022
£’m
Restated
3.9
(0.5)
––––––––––
3.4
––––––––––
(3.3)
(0.4)
––––––––––
(3.7)
––––––––––
See page 63 for explanation in relation to restatement.
6 Profit on disposal of assets classified as held for sale
During the year, properties owned by Bardsley and a number of the Group's heritage assets and other
items of art have been sold, realising a profit of £2.1 million. Total cash consideration was £3.7 million,
of which £1.0 million was received during 2023 and £2.7 million was received in early 2024.
7 Impairments of intangible assets, investment properties, property, plant and
equipment and right-of-use assets
Impairment charges relating to Bardsley of £7.8 million (2022: £10.0 million) were recognised, of
which £4.5 million (2022: £6.4 million) relates to property, plant and equipment, £3.3 million (2022:
£nil) relates to right-of-use assets and £nil (2022: £3.6 million) related to goodwill. These have arisen
due to the decision to wind down the operation as further discussed on page 8.
An impairment charge of £1.1 million due to lower than anticipated growth expectations, has been
recognised in relation to the brand associated with Jing Tea, a UK subsidiary which operates within
the global tourism and hospitality sector. A sensitivity analysis in relation to the brand impairment is
set out in note 17.
Following the Group's annual impairment test and a reassessment of expected future yields, an
impairment charge of £0.3 million has been recognised in relation to the goodwill on the acquisition
of a tea estate in India. The carrying value of this goodwill is now £nil.
In addition, an impairment charge of £0.2 million (2022:£0.1 million) was incurred in relation to UK
investment properties.
85
CAMELLIA PLC
NOTES TO THE ACCOUNTS
8 Provisions and costs associated with restructuring and dilapidations
On 4 January 2024, the Group announced that Bardsley was consulting with its employees on a
proposed orderly wind down of the business. This consultation has completed, with closure of all its
operations expected in Q2 2024. Dilapidation provisions of £0.5 million have been provided in
relation to leased properties. In addition £0.6 million of restructuring costs were incurred in early
2023 in relation to an earlier restructuring. The costs in relation to the closure of Bardsley including
redundancy costs will be recognised in 2024.
9 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 37)
Net finance income
10 Taxation
Analysis of charge in the year
2023
£’m
2022
£’m
(2.2)
(0.7)
(0.1)
––––––––––
(3.0)
2.2
3.4
(0.4)
––––––––––
2.2
––––––––––
(1.3)
(0.8)
(0.1)
––––––––––
(2.2)
2.0
1.5
(0.4)
––––––––––
0.9
––––––––––
2023
£’m
£’m
2022
£’m
Current tax
UK corporation tax
UK corporation tax at 23.50 per cent. (2022: 19.00 per cent.)
Use of losses to shelter capital gain on disposal of financial assets
–
–
––––––––––
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 profit/(loss) from ordinary activities
6.9
(0.7)
––––––––––
(0.1)
(0.9)
––––––––––
–
(0.2)
––––––––––
(0.2)
–
9.1
–
––––––––––
9.1
––––––––––
8.9
3.7
(0.4)
––––––––––
3.3
––––––––––
12.2
––––––––––
6.2
––––––––––
6.2
(1.0)
––––––––––
5.2
––––––––––
86
CAMELLIA PLC
NOTES TO THE ACCOUNTS
10 Taxation (continued)
Factors affecting tax charge for the year
Profit/(loss) before tax
Share of associated undertakings (profit)/loss
Group profit/(loss) before tax
Tax at the standard rate of corporation tax
in the UK of 23.50 per cent. (2022: 19.00 per cent.)
Effects of:
Adjustment to tax in respect of prior years
Utilisation of tax losses not previously recognised
Expenses not deductible for tax purposes
Net (impairment reversals)/impairments not (chargeable)/
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
2023
£’m
2022
£’m
3.8
(3.4)
––––––––––
0.4
––––––––––
(3.7)
3.1
––––––––––
(0.6)
––––––––––
0.1
(0.9)
0.5
0.4
(0.1)
(0.7)
–
0.3
(2.3)
0.3
0.7
–
(0.5)
6.8
–
0.1
––––––––––
5.2
––––––––––
1.9
0.8
1.7
(0.2)
(0.4)
3.7
3.7
1.5
––––––––––
12.2
––––––––––
In 2022 the tax charge includes a deferred tax charge of £3.7 million relating to the reversal of
deferred tax losses able to be utilised to offset losses 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.
The tax charge includes a credit of £0.4m (2022: £0.4 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.
11 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 41.
87
CAMELLIA PLC
NOTES TO THE ACCOUNTS
11 Discontinued operations (continued)
The results of the discontinued operations, which were included in the profit for 2022, were as
follows:
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
26 November
2022
£’m
23.7
(18.4)
––––––––––
5.3
–
(4.0)
0.5
(0.1)
––––––––––
1.7
3.8
2.1
––––––––––
7.6
––––––––––
In 2022, Associated Cold Stores & Transport Limited contributed £4.0 million to the Group’s net
operating cash flows, paid £0.3 million in respect of investing activities and paid 2022: £0.4 million) in
respect of financing activities.
In 2022, 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.
12 Profit/(loss) for the year
The profit/(loss) of the Company was:
2023
£’m
2022
£’m
4.5
––––––––––
(1.6)
––––––––––
The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006
not to disclose its income statement.
88
CAMELLIA PLC
NOTES TO THE ACCOUNTS
13 Equity dividends
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2022 of
102p (2021: 102p) per share
Interim dividend for the year ended 31 December 2023 of
44p (2022: 44p) per share
2023
£’m
2022
£’m
2.8
2.8
1.2
––––––––––
4.0
––––––––––
1.2
––––––––––
4.0
––––––––––
Dividends amounting to £0.1 million (2022: £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 2023 of
nil (2022: 102p) per share
14 Loss per share (EPS)
2023
Weighted
average
number of
Loss
shares
£’m Number
EPS
Pence
Loss
£’m
Restated
–
––––––––––
2.8
––––––––––
2022
Weighted
average
number of
shares
Number
EPS
Pence
Restated
Basic and diluted EPS
Attributable to ordinary
shareholders - continuing
operations
––––––––––
(3.7) 2,762,000
––––––––––
(134.0)
––––––––––
(21.2) 2,762,000
––––––––––
––––––––––
(767.6)
––––––––––
Attributable to ordinary
shareholders - continuing and
discontinued operations
––––––––––
(3.7) 2,762,000
––––––––––
(134.0)
––––––––––
(13.6) 2,762,000
––––––––––
––––––––––
(492.4)
––––––––––
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 38).
15 Employees
Continuing
operations
Continuing and
discontinued
operations
2023
Number
2022
Number
2023
Number
2022
Number
Average number of employees by activity:
Agriculture
Engineering
Food Service
Central Management
79,447
132
–
35
80,628
124
–
31
79,447
132
246
35
––––––––––– ––––––––––– ––––––––––– –––––––––––
79,860
––––––––––– ––––––––––– ––––––––––– –––––––––––
80,628
124
–
31
80,783
80,783
79,614
89
CAMELLIA PLC
NOTES TO THE ACCOUNTS
15 Employees (continued)
Employment costs:
Wages and salaries
Social security costs
Employee benefit obligations (note 37) - UK
- Overseas
2023
£'m
2022
£'m
2023
£'m
2022
£'m
107.9
2.2
0.6
7.4
103.8
2.6
0.8
7.8
115.1
2.9
1.2
7.4
––––––––––– ––––––––––– ––––––––––– –––––––––––
126.6
––––––––––– ––––––––––– ––––––––––– –––––––––––
103.8
2.6
0.8
7.8
115.0
115.0
118.1
Total remuneration paid to key employees who are members of the Executive Committees, excluding
Directors of Camellia Plc, amounted to £1.9 million (2022: £1.9 million).
16 Emoluments of the Directors
Aggregate emoluments excluding pension contributions
2023
£’m
2022
£’m
2.1
––––––––––
2.6
––––––––––
Emoluments of the highest paid director excluding pension contributions were £0.6 million (2022:
£1.0 million), which included a loss of office payment of £0.1 million (2022: £0.7 million).
Further details of directors' emoluments are set out on pages 53 to 54.
17 Intangible assets
Group
Cost
At 1 January 2022
Subsidiary leaving the group
At 1 January 2023
Exchange differences
Additions
At 31 December 2023
Amortisation
At 1 January 2022
Charge for the year
Subsidiary leaving the group
Impairment provision
At 1 January 2023
Charge for the year
Impairment provision
At 31 December 2023
Net book value at 31 December 2023
Net book value at 31 December 2022
90
Goodwill
£’m
Brands
£’m
4.9
–
––––––––––
4.9
(0.1)
–
––––––––––
4.8
––––––––––
0.3
–
–
3.6
––––––––––
3.9
–
0.3
––––––––––
4.2
––––––––––
0.6
––––––––––
1.0
––––––––––
8.7
–
––––––––––
8.7
(0.1)
–
––––––––––
8.6
––––––––––
3.5
–
–
–
––––––––––
3.5
–
1.1
––––––––––
4.6
––––––––––
4.0
––––––––––
5.2
––––––––––
Computer
software
£’m
1.3
(0.7)
––––––––––
0.6
–
0.1
––––––––––
0.7
––––––––––
1.0
0.1
(0.6)
–
––––––––––
0.5
0.1
–
––––––––––
0.6
––––––––––
0.1
––––––––––
0.1
––––––––––
Total
£’m
14.9
(0.7)
––––––––––
14.2
(0.2)
0.1
––––––––––
14.1
––––––––––
4.8
0.1
(0.6)
3.6
––––––––––
7.9
0.1
1.4
––––––––––
9.4
––––––––––
4.7
––––––––––
6.3
––––––––––
CAMELLIA PLC
NOTES TO THE ACCOUNTS
17 Intangible assets (continued)
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 £0.3 million was made in relation to the
goodwill on acquisition of a tea estate acquired in Assam India and £1.1 million was made in relation
to a brand owned relating to Jing Tea, following a reassessment of achievable future yields and
growth expectations respectively.
Goodwill consists of the following:
Segment
Agriculture
Cash Generating Unit (CGU)
Tea estates acquired in Assam, India
2023
Net Book
Value
£’m
2022
Net Book
Value
£’m
0.6
––––––––––
1.0
––––––––––
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 crop production of the relevant estates. A change in either
the multiple or the average crop would create a possibility of an impairment, as they are variables in
the calculation of the estate value (rate multiplied by average production). But keeping one factor
constant, the other factor would have to go down by 6.5% for an impairment to arise.
Intangibles comprise brands owned relating to Jing Tea with a net book value of £2.1 million and
£1.9 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. The underlying cash flow supporting this fair value is dependent on growth assumed
for each of volumes, selling price, costs and overheads. The degree of change required in the various
assumptions to bring about a possible impairment is considered to be improbable based on current
management estimates and therefore no reasonably possible change in the key assumptions would
result in an impairment.
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
0.7
(0.2)
–1%
£’m
(0.7)
0.3
3.2%
11.5%
If forecasted revenues were to change by +/-10 % in every year it would have the effect of a
decrease/increase in the fair value of the brand of £0.2 million.
Bardsley
The valuation of the goodwill associated with Bardsley was re-assessed in 2022 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.
91
CAMELLIA PLC
NOTES TO THE ACCOUNTS
18 Property, plant and equipment
Group
Deemed cost
At 1 January 2022
Exchange differences
Additions
Disposals
Transfer between categories
Subsidiary leaving the group
Reclassification to held for sale
At 1 January 2023
Exchange differences
Additions
Disposals
Transfer between categories
Reclassification from investment properties
At 31 December 2023
Depreciation
At 1 January 2022
Exchange differences
Charge for the year
Disposals
Subsidiary leaving the group
Reclassification to held for sale
Impairment provision
At 1 January 2023
Exchange differences
Charge for the year
Disposals
Transfer between categories
Impairment provision
At 31 December 2023
Net book value at 31 December 2023
Net book value at 31 December 2022
Assets in the course of construction
included in the above:
2022
Additions
Net book value at 31 December 2022
2023
Exchange differences
Additions
Transfer upon completion
Disposals
Impairment provision
Net book value at 31 December 2023
Bearer
plants
£’m
Land and
buildings
£’m
Plant and
machinery
£’m
135.6
(4.1)
5.7
(0.2)
–
–
–
––––––––––
137.0
(26.0)
4.3
(1.1)
–
–
––––––––––
114.2
––––––––––
32.2
(1.3)
4.5
(0.1)
–
–
2.7
––––––––––
38.0
(8.0)
3.8
(0.6)
–
0.5
––––––––––
33.7
––––––––––
80.5
––––––––––
99.0
––––––––––
110.8
0.1
2.9
(0.6)
(0.1)
(31.4)
(0.8)
––––––––––
80.9
(9.9)
2.6
(0.1)
(0.2)
1.0
––––––––––
74.3
––––––––––
54.7
(0.1)
2.4
(0.3)
(26.1)
(0.1)
0.6
––––––––––
31.1
(4.1)
1.9
(0.5)
0.2
2.6
––––––––––
31.2
––––––––––
43.1
––––––––––
49.8
––––––––––
103.3
0.3
5.3
(3.8)
0.1
(15.7)
–
––––––––––
89.5
(11.5)
3.2
(1.6)
1.1
–
––––––––––
80.7
––––––––––
67.5
0.2
5.7
(3.1)
(13.6)
–
3.0
––––––––––
59.7
(7.2)
4.3
(0.7)
0.2
1.1
––––––––––
57.4
––––––––––
23.3
––––––––––
29.8
––––––––––
Fixtures,
fittings and
equipment
£’m
16.1
0.1
0.9
(0.3)
–
(2.4)
–
––––––––––
14.4
(1.4)
0.9
(0.6)
(0.9)
–
––––––––––
12.4
––––––––––
9.3
0.1
0.8
(0.3)
(1.5)
–
0.1
––––––––––
8.5
(1.0)
0.5
(0.4)
(0.4)
0.3
––––––––––
7.5
––––––––––
4.9
––––––––––
5.9
––––––––––
Total
£’m
365.8
(3.6)
14.8
(4.9)
–
(49.5)
(0.8)
––––––––––
321.8
(48.8)
11.0
(3.4)
–
1.0
––––––––––
281.6
––––––––––
163.7
(1.1)
13.4
(3.8)
(41.2)
(0.1)
6.4
––––––––––
137.3
(20.3)
10.5
(2.2)
–
4.5
––––––––––
129.8
––––––––––
151.8
––––––––––
184.5
––––––––––
3.9
9.7
0.9
0.7
1.4
0.9
0.2
–
6.4
11.3
(1.1)
3.2
(1.9)
(0.2)
(0.5)
––––––––––
9.2
––––––––––
(0.1)
1.2
(1.0)
–
(0.1)
––––––––––
0.7
––––––––––
(0.1)
0.9
(1.5)
–
–
––––––––––
0.2
––––––––––
0.1
(0.1)
–
–
––––––––––
–
––––––––––
(1.3)
5.4
(4.5)
(0.2)
(0.6)
––––––––––
10.1
––––––––––
The impairment of £4.5 million (2022: £6.4 million) relates to Bardsley and arose from the decision to
wind down the operation.
92
CAMELLIA PLC
NOTES TO THE ACCOUNTS
19 Right-of-use assets
Group
Deemed cost
At 1 January 2022
Exchange differences
Additions
Disposals
Subsidiary leaving the group
At 1 January 2023
Exchange differences
Additions
Disposals
At 31 December 2023
Depreciation
At 1 January 2022
Charge for the year
Disposals
Subsidiary leaving the group
At 1 January 2023
Exchange differences
Charge for the year
Disposals
Impairment provision
At 31 December 2023
Net book value at 31 December 2023
Net book value at 31 December 2022
Land and
Plant and
buildings machinery
£’m
£’m
Total
£’m
29.5
0.1
0.3
(0.2)
(1.3)
–––––––––––
28.4
(0.9)
1.0
(11.3)
–––––––––––
17.2
–––––––––––
2.1
1.9
(0.1)
(0.5)
–––––––––––
3.4
(0.1)
1.6
(2.6)
2.9
–––––––––––
5.2
–––––––––––
12.0
–––––––––––
25.0
–––––––––––
2.4
–
1.4
(0.4)
(1.1)
–––––––––––
2.3
(0.2)
0.5
(0.5)
–––––––––––
2.1
–––––––––––
1.0
0.8
(0.2)
(0.4)
–––––––––––
1.2
(0.1)
0.6
(0.5)
0.4
–––––––––––
1.6
–––––––––––
0.5
–––––––––––
1.1
–––––––––––
31.9
0.1
1.7
(0.6)
(2.4)
–––––––––––
30.7
(1.1)
1.5
(11.8)
–––––––––––
19.3
–––––––––––
3.1
2.7
(0.3)
(0.9)
–––––––––––
4.6
(0.2)
2.2
(3.1)
3.3
–––––––––––
6.8
–––––––––––
12.5
–––––––––––
26.1
–––––––––––
The impairment of £3.3 million (2022: £nil) relates to Bardsley and arose from the decision to wind
down the operation.
The Group leases many assets including land, buildings and plant. The average lease term is 73 years
(2022: 74 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 £1.1 million (2022: £1.4 million).
The maturity analysis of lease liabilities is presented in note 34.
Amounts recognised in the consolidated income statement:
Interest expense on lease liabilities
Expense relating to short-term leases
2023
£’m
2022
£’m
0.7
0.1
––––––––––
0.8
0.2
––––––––––
93
CAMELLIA PLC
NOTES TO THE ACCOUNTS
20 Investment properties
Group
Cost
At 1 January 2022
Additions
At 1 January 2023
Disposals
Reclassification to property, plant and equipment
Reclassification to held for sale
At 31 December 2023
Depreciation
At 1 January 2022
Charge for the year
Impairment provision
At 1 January 2023
Reclassification to held for sale
Impairment provision
At 31 December 2023
Net book value at 31 December 2023
Net book value at 31 December 2022
£’m
24.5
2.5
––––––––––
27.0
(0.1)
(1.0)
(1.8)
––––––––––
24.1
––––––––––
1.4
0.1
0.1
––––––––––
1.6
(1.0)
0.2
––––––––––
0.8
––––––––––
23.3
––––––––––
25.4
––––––––––
Included in revenue is £1.0 million (2022: £1.0 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 (2022: £0.3 million).
At the end of the year the fair value of investment properties was £39.3 million (2022: £35.1 million)
based on vacant possession. Investment properties were valued by the Directors (fair value hierarchy
Level 2).
94
CAMELLIA PLC
NOTES TO THE ACCOUNTS
21 Biological assets
Non-current:
Group
At 1 January 2022
Exchange differences
Additions
Gains arising from changes
in fair value less estimated point-of-sale costs
Decreases due to harvesting/sales
At 1 January 2023
Exchange differences
Additions
Gains arising from changes
in fair value less estimated point-of-sale costs
Decreases due to harvesting/sales
At 31 December 2023
Current:
Group
Tea
Macadamia
Soya
Avocado
Other
Forestry
£’m
Livestock
£’m
Total
£’m
12.4
(0.1)
0.2
1.0
–
–
13.4
(0.1)
0.2
1.1
(0.6)
––––––––––
13.0
(3.9)
0.4
1.9
(1.0)
––––––––––
10.4
––––––––––
0.4
(0.3)
––––––––––
1.1
(0.3)
–
0.3
(0.3)
––––––––––
0.8
––––––––––
1.5
(0.9)
––––––––––
14.1
(4.2)
0.4
2.2
(1.3)
––––––––––
11.2
––––––––––
2023
£’m
2022
£’m
0.4
2.1
3.3
2.8
0.2
––––––––––
0.4
2.5
5.3
2.5
0.1
––––––––––
8.8
––––––––––
10.8
––––––––––
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 taking account of variety of factors including the related
impact of weather patterns. 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 2023 the area planted to Forestry amounted to 5,586 Hectares (2022: 5,798) from
which 171,375 cubic metres (2022: 145,856) were harvested during the year.
Livestock numbers were 4,506 head (2022: 4,246) at 31 December 2023.
95
CAMELLIA PLC
NOTES TO THE ACCOUNTS
21 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 67.
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 £1.0 million (2022: £1.3 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
£0.5 million (2022: £1.1 million) increase/decrease in the fair value of macadamia growing crop.
– Avocados - a 10% increase/decrease in the volumes assumed would result in a £0.5 million (2022:
£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 £0.7 million (2022: £0.3 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 £0.3 million
(2022: £0.6 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, in part, 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.
22 Investments in subsidiaries
Company
Cost
At 1 January and 31 December
2023
£’m
2022
£’m
73.5
––––––––––
73.5
––––––––––
96
CAMELLIA PLC
NOTES TO THE ACCOUNTS
23 Investments in associates
Group
At 1 January
Adoption of IFRS 17
At 1 January restated
Exchange differences
Share of profit/(loss) (note 5)
Dividends
Other equity movements
Reclassification to held for sale
At 31 December
Provision for diminution in value
At 1 January
Exchange differences
Reversal of impairment
Reclassification to held for sale
At 31 December
Net book value at 31 December
2023
£’m
99.0
–
––––––––––
99.0
(4.1)
3.4
(1.0)
–
(86.9)
––––––––––
10.4
––––––––––
29.6
(0.9)
(19.0)
(9.7)
––––––––––
–
––––––––––
10.4
––––––––––
2022
£’m
Restated
98.9
(2.9)
––––––––––
96.0
9.4
(3.7)
(3.2)
0.5
–
––––––––––
99.0
––––––––––
26.3
3.3
–
–
––––––––––
29.6
––––––––––
69.4
––––––––––
See page 63 for explanation in relation to restatement.
On 6 June 2023, the Group entered into an agreement to sell it's entire holding in BF&M Limited, to
Bermuda Life Insurance Company Limited, subject to regulatory and tax approvals. Net proceeds are
estimated to be approximately US$95.8 million and the transaction is expected in be completed in
Q2 2024. As a result of this, £19.0 million of impairments previously provided for, have been reversed
and credited to the income statement. This investment has been reclassified as held for sale and is
no longer equity accounted.
Details of the Group's associates are shown in note 45.
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
%
2023
Listed
United Finance Limited
United Insurance
Company Limited
2022
Listed
BF&M
United Finance Limited
United Insurance
Company Limited
Bangladesh
78.5
(70.2)
2.6
0.4
38.4
8.1
Bangladesh
3.9
––––––––
82.4
––––––––
(1.8)
––––––––
(72.0)
––––––––
0.3
––––––––
2.9
––––––––
(0.1)
––––––––
0.3
––––––––
37.0
5.3
––––––––
13.4
––––––––
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)
––––––––
36.9
38.4
37.0
59.3
9.2
6.1
––––––––
74.6
––––––––
97
CAMELLIA PLC
NOTES TO THE ACCOUNTS
24 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
2023
£’m
2022
£’m
2023
£’m
2022
£’m
26.4
(2.9)
5.1
4.1
(1.0)
(0.4)
––––––––––
31.3
––––––––––
0.7
–
–
––––––––––
0.7
––––––––––
30.6
––––––––––
28.4
2.7
(2.6)
0.1
(1.1)
(1.1)
––––––––––
26.4
––––––––––
0.7
0.1
(0.1)
––––––––––
0.7
––––––––––
25.7
––––––––––
0.2
–
–
–
–
–
––––––––––
0.2
––––––––––
0.2
–
–
––––––––––
0.2
––––––––––
–
––––––––––
0.2
–
–
–
–
–
––––––––––
0.2
––––––––––
0.2
–
–
––––––––––
0.2
––––––––––
–
––––––––––
The disposal during the year arose following the Group taking advantage of one of its investments
undertaking a share buy back.
Equity investments at fair value through other comprehensive income include the following:
Group
2023
£’m
2022
£’m
–
8.7
8.6
2.2
1.0
0.5
9.2
0.4
––––––––––
30.6
––––––––––
0.9
7.2
8.5
2.0
0.8
0.5
5.4
0.4
––––––––––
25.7
––––––––––
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
98
CAMELLIA PLC
NOTES TO THE ACCOUNTS
24 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
25 Money market investments at fair value through profit or loss
At 1 January
Exchange differences
Fair value adjustment
Additions
Disposals
At 31 December
2023
£’m
9.2
2.2
0.5
8.6
1.0
–
8.7
0.4
––––––––––
30.6
––––––––––
Group
2022
£’m
5.4
2.0
0.5
8.5
0.8
0.9
7.2
0.4
––––––––––
25.7
––––––––––
Group
2023
£’m
8.6
(0.3)
0.3
2.0
(4.1)
––––––––––
6.5
––––––––––
2022
£’m
9.9
0.2
0.3
2.8
(4.6)
––––––––––
8.6
––––––––––
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
2023
£’m
2022
£’m
0.1
0.6
5.8
––––––––––
6.5
––––––––––
0.1
0.6
7.9
––––––––––
8.6
––––––––––
99
CAMELLIA PLC
NOTES TO THE ACCOUNTS
25 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
2023
£’m
0.1
0.6
5.8
––––––––––
6.5
––––––––––
–
6.5
––––––––––
6.5
––––––––––
2022
£’m
0.1
0.6
7.9
––––––––––
8.6
––––––––––
1.3
7.3
––––––––––
8.6
––––––––––
Group
2023
£’m
1.3
(0.3)
–
––––––––––
1.0
––––––––––
2022
£’m
2.6
0.1
(1.4)
––––––––––
1.3
––––––––––
2023
£’m
2022
£’m
1.0
––––––––––
1.0
––––––––––
1.0
–
––––––––––
1.0
––––––––––
1.3
––––––––––
1.3
––––––––––
–
1.3
––––––––––
1.3
––––––––––
US Dollar
Brazil Real
Indian Rupee
Current
Non-Current
26 Debt investments at amortised cost
At 1 January
Exchange differences
Disposals
At 31 December
Debt investments at amortised cost comprises:
Treasury infrastructure bonds - 12.5% interest payable twice yearly and
redeemable in November 2024 - Kenya
Current
Non-Current
100
CAMELLIA PLC
NOTES TO THE ACCOUNTS
27 Other investments - heritage assets
Cost
At 1 January
Additions
Reclassification to held for sale
At 31 December
Group
Company
2023
£’m
2022
£’m
2023
£’m
2022
£’m
8.8
–
(1.3)
––––––––––
7.5
––––––––––
8.7
0.1
–
––––––––––
8.8
––––––––––
8.9
–
(1.3)
––––––––––
7.6
––––––––––
8.8
0.1
–
––––––––––
8.9
––––––––––
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.
28 Inventories
Group
Made Tea
Other agricultural produce
Work in progress
Trading stocks
Raw materials and consumables
2023
£’m
2022
£’m
26.8
6.2
0.1
1.2
15.1
––––––––––
49.4
––––––––––
26.3
13.3
0.1
1.3
19.4
––––––––––
60.4
––––––––––
Made tea inventories include the fair value of green leaf which includes a fair value uplift of £0.6
million (2022: £nil). Inventories are net of £1.0 million (2022: £2.7 million) provision which has been
recognised as an expense.
29 Trade and other receivables
Group
Current:
Trade receivables
Amounts owed by associated undertakings
Other receivables*
Prepayments
Accrued income
Group
Company
2023
£’m
2022
£’m
2023
£’m
2022
£’m
25.9
0.2
4.5
9.8
7.8
––––––––––
48.2
––––––––––
29.2
0.1
23.6
10.1
4.6
––––––––––
67.6
––––––––––
–
–
–
–
3.1
––––––––––
3.1
––––––––––
–
–
–
–
0.2
––––––––––
0.2
––––––––––
* Included within other receivables in 2022 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 41.
Non-current:
Other receivables
2.7
––––––––––
3.1
––––––––––
–
––––––––––
–
––––––––––
101
CAMELLIA PLC
NOTES TO THE ACCOUNTS
29 Trade and other receivables (continued)
The carrying amounts of the Group's trade and other receivables are denominated in the following
currencies:
Group
Company
2023
£’m
2022
£’m
2023
£’m
2022
£’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
As at 31 December 2023
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
102
3.1
–
–
–
–
–
–
–
–
–
––––––––––
3.1
––––––––––
0.2
–
–
–
–
–
–
–
–
–
––––––––––
0.2
––––––––––
13.4
8.7
0.5
2.1
16.4
1.2
2.7
0.3
1.9
1.0
––––––––––
48.2
––––––––––
–
0.5
1.6
0.2
0.4
––––––––––
2.7
––––––––––
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
––––––––––
Trades receivables - days past due
Over
Up to
30 days
£’m
31-60
days
£’m
61-90
days
£’m
Current
£’m
22.3
–
–
22.3
2.1
4.8%
–
2.1
0.6
0.0%
–
0.6
0.4
0.0%
0.1
0.3
Trades receivables - days past due
Over
Up to
30 days
£’m
31-60
days
£’m
61-90
days
£’m
3.4
2.9%
0.1
3.3
0.7
0.0%
–
0.7
0.4
0.0%
–
0.4
Current
£’m
24.2
–
–
24.2
91 days
£’m
1.3
53.8%
0.7
0.6
91 days
£’m
1.3
53.8%
0.7
0.6
Total
£’m
26.7
3.0%
0.8
25.9
Total
£’m
30.0
2.7%
0.8
29.2
CAMELLIA PLC
NOTES TO THE ACCOUNTS
29 Trade and other receivables (continued)
The closing loss allowance for trade receivables reconciles to the opening loss allowance as follows:
Opening loss allowance
Exchange losses
Increase in loss allowance recognised in profit and loss during the year
Receivables written off during the year as uncollectable
Closing loss allowance
30 Cash and cash equivalents (excluding bank overdrafts)
2023
£’m
0.8
(0.1)
0.2
(0.1)
––––––––––
0.8
––––––––––
2022
£’m
0.8
–
0.1
(0.1)
––––––––––
0.8
––––––––––
Cash at bank and in hand
Short-term bank deposits
Short-term liquid investments
Group
Company
2023
£’m
18.0
18.8
11.1
––––––––––
47.9
––––––––––
2022
£’m
20.0
28.6
0.7
––––––––––
49.3
––––––––––
2023
£’m
0.1
–
–
––––––––––
0.1
––––––––––
2022
£’m
0.1
–
–
––––––––––
0.1
––––––––––
Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow
statement:
Cash and cash equivalents
Bank overdrafts (note 33)
Effective interest rate:
Short-term deposits
Short-term liquid investments
Average maturity period:
Short-term deposits
Short-term liquid investments
2023
£’m
2022
£’m
2023
£’m
2022
£’m
47.9
(14.0)
––––––––––
33.9
––––––––––
49.3
(3.7)
––––––––––
45.6
––––––––––
0.1
–
––––––––––
0.1
––––––––––
0.1
–
––––––––––
0.1
––––––––––
2023
2022
0.03 - 15.25% 1.30 - 11.00%
5.00%
5.00 - 8.00%
53 days
92 days
50 days
32 days
103
CAMELLIA PLC
NOTES TO THE ACCOUNTS
31 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 investment properties
Reclassified from investments in associates
Reclassified from heritage assets
Disposals during the year
At 31 December
Group
Company
2023
£’m
4.6
–
0.8
77.2
1.3
––––––––––
83.9
(1.6)
––––––––––
82.3
––––––––––
2022
£’m
6.6
0.7
–
–
–
––––––––––
7.3
(2.7)
––––––––––
4.6
––––––––––
2023
£’m
0.5
–
–
–
1.3
––––––––––
1.8
(0.9)
––––––––––
0.9
––––––––––
2022
£’m
2.1
–
–
–
–
––––––––––
2.1
(1.6)
––––––––––
0.5
––––––––––
Liabilities related to assets classified as held for sale as at 31 December:
Reclassified from lease liabilities
2.1
––––––––––
2.0
––––––––––
–
––––––––––
–
––––––––––
During the year, properties owned by Bardsley and a number of the Group's heritage assets and
other items of art have been sold, realising a profit of £2.1 million. Total cash consideration was £3.7
million, of which £1.0 million was received during 2023 and £2.7 million was received in early 2024.
Subsequent to the year end, two properties classified as held for sale have been sold, realising cash
proceeds of £2.4 million.
32 Trade and other payables
Current:
Trade payables
Other taxation and social security
Other payables
Accruals and deferred income
Group
Company
2023
£’m
2022
£’m
2023
£’m
2022
£’m
21.8
3.0
21.3
6.1
––––––––––
52.2
––––––––––
22.2
2.4
26.4
8.8
––––––––––
59.8
––––––––––
0.1
0.4
0.2
0.6
––––––––––
1.3
––––––––––
0.1
–
0.2
0.7
––––––––––
1.0
––––––––––
104
CAMELLIA PLC
NOTES TO THE ACCOUNTS
33 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
The rates of interest payable by the Group ranged between:
Bank overdrafts
Bank loans
2023
£’m
2022
£’m
14.0
4.6
––––––––––
18.6
––––––––––
3.7
1.4
––––––––––
5.1
––––––––––
8.9
4.6
––––––––––
13.5
––––––––––
0.6
1.4
––––––––––
2.0
––––––––––
3.3
––––––––––
4.4
––––––––––
3.3
––––––––––
4.4
––––––––––
18.6
0.4
1.0
1.9
––––––––––
21.9
––––––––––
5.1
1.1
1.1
2.2
––––––––––
9.5
––––––––––
2023
%
2022
%
7.00 - 27.00 5.00 - 21.90
8.00 - 12.00 7.60 - 10.50
105
CAMELLIA PLC
NOTES TO THE ACCOUNTS
34 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
2023
£’m
2022
£’m
2.2
1.3
2.1
5.7
––––––––––
11.3
––––––––––
2.3
2.3
5.4
11.4
––––––––––
21.4
––––––––––
2.2
9.1
––––––––––
11.3
––––––––––
2.3
19.1
––––––––––
21.4
––––––––––
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.
35 Provisions
Group
At 1 January 2022
Utilised in the period
Provided in the period
Subsidiary leaving the group
Unused amounts reversed in period
At 1 January 2023
Exchange differences
Utilised in the period
Provided in the period
Unused amounts reversed in period
At 31 December 2023
Current:
At 31 December 2023
At 31 December 2022
Wages and
salaries
£’m
Legal
claims
£’m
Others
£’m
Total
£’m
9.1
(6.7)
8.5
–
(1.8)
––––––––––
9.1
(0.7)
(7.6)
6.5
(1.3)
––––––––––
6.0
–––––––––––
1.2
(0.3)
–
–
–
––––––––––
0.9
(0.2)
(0.4)
–
(0.1)
––––––––––
0.2
–––––––––––
1.5
(0.1)
–
(0.5)
(0.1)
––––––––––
0.8
–
–
0.6
–
––––––––––
1.4
–––––––––––
11.8
(7.1)
8.5
(0.5)
(1.9)
––––––––––
10.8
(0.9)
(8.0)
7.1
(1.4)
––––––––––
7.6
–––––––––––
6.0
–––––––––––
9.1
–––––––––––
0.2
––––––––––
0.9
––––––––––
1.4
––––––––––
0.8
––––––––––
7.6
––––––––––
10.8
––––––––––
The wages and salaries provisions are in respect of ongoing wage and bonus negotiations in India
and Bangladesh, the majority of which are expected to be utilised during 2024.
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 general claims and dilapidations.
106
CAMELLIA PLC
NOTES TO THE ACCOUNTS
36 Deferred tax
The net movement on the deferred tax account is set out below:
Group
Company
2023
£’m
2022
£’m
2023
£’m
2022
£’m
At 1 January
Exchange differences
(Credited)/charged to the income statement
Charged/(credited) to other comprehensive income
At 31 December
37.0
(7.9)
(1.0)
0.3
––––––––––
28.4
––––––––––
38.0
(0.7)
3.3
(3.6)
––––––––––
37.0
––––––––––
0.2
–
(0.2)
–
––––––––––
–
––––––––––
0.2
–
–
–
––––––––––
0.2
––––––––––
The movement in deferred tax assets and liabilities is set out below:
Deferred tax liabilities
At 1 January 2022
Exchange differences
Charged/(credited) to the income statement
(Credited) to other comprehensive income
At 1 January 2023
Exchange differences
(Credited)/charged to the income statement
(Credited)/charged to other comprehensive
income
At 31 December 2023
Deferred tax assets offset
Net deferred tax liability after offset
Other
£’m
Total
£’m
Accelerated
tax
depreciation
£’m
42.3
(0.6)
0.2
–
––––––––––
41.9
(8.3)
(0.4)
Pension
scheme
assets
£’m
3.7
–
(0.1)
(3.5)
––––––––––
0.1
–
–
2.4
(0.1)
1.5
–
––––––––––
3.8
(0.6)
0.1
–
––––––––––
33.2
––––––––––
(0.1)
––––––––––
–
––––––––––
0.5
––––––––––
3.8
––––––––––
48.4
(0.7)
1.6
(3.5)
––––––––––
45.8
(8.9)
(0.3)
0.4
––––––––––
37.0
––––––––––
(8.6)
––––––––––
28.4
––––––––––
107
CAMELLIA PLC
NOTES TO THE ACCOUNTS
36 Deferred tax (continued)
Deferred tax assets
At 1 January 2022
(Charged)/credited to the income statement
Credited to other comprehensive income
At 1 January 2023
Exchange differences
Credited/(charged) to the income statement
Credited to other comprehensive income
At 31 December 2023
Offset against deferred tax liabilities
Net deferred tax asset after offset
Pension
scheme
liabilities
£’m
0.7
(0.1)
0.1
––––––––––
0.7
(0.1)
–
0.1
––––––––––
0.7
––––––––––
Tax losses
£’m
5.9
(2.1)
–
––––––––––
3.8
(0.3)
1.1
–
––––––––––
4.6
––––––––––
Other
£’m
Total
£’m
3.8
0.5
–
––––––––––
4.3
(0.6)
(0.4)
–
––––––––––
3.3
––––––––––
10.4
(1.7)
0.1
––––––––––
8.8
(1.0)
0.7
0.1
––––––––––
8.6
––––––––––
(8.6)
––––––––––
–
––––––––––
Deferred tax liabilities of £11.8 million (2022: £13.7 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.
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 £31.8 million (2022: £26.4 million) in respect of losses that can be
carried forward against future taxable income and £1.1 million in respect of the UK defined benefit
pension scheme deficit.
37 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 2023 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 2023 by qualified actuaries.
108
CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 Employee benefit obligations (continued)
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)
2023
2022
% per annum % per annum
N/a
2.40 - 5.00
4.45
2.40/3.00
N/a
2.35 - 5.00
4.80
2.35/3.05
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_2022 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 w parameter of 0% pa for 2020, 2021 and 50% pa for 2022. This results in
males and females aged 65 having life expectancies of 21.1 years (2022: 21.4 years) and 21.8 years
respectively (2022: 22.2 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 7.00 - 10.80
Inflation assumption 3.00 - 6.00
2023
2022
% per annum % per annum
6.00
0.00 - 3.00
6.50 - 8.00
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.
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 - 8.00
Discount rate applied to scheme liabilities 7.00 - 15.70
Inflation assumptions 0.00 - 8.00
2023
2022
% per annum % per annum
6.00 - 10.95
7.25 - 14.20
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.
109
CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 Employee benefit obligations (continued)
(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
5.7% increase
1.2% increase
1.2% decrease
5.7% increase
5.6% 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 2022, the UK funded scheme transferred a significant amount of its investments into a
liability-driven investment strategy to reduce overall volatility.
Duration of the scheme liabilities
The weighted average duration of the UK scheme's liabilities is 11 years.
Analysis of scheme liabilities
The liabilities of the UK scheme are split as follows:
Deferred pensioners
Current pensioners
Total membership
%
40
60
––––––––––
100
––––––––––
110
CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 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
Effect of asset ceiling
Total deficit 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
(note 36)
Net deficit
2023
UK Overseas
£’m
£’m
47.4
12.0
48.8
15.2
–
1.2
––––––––
124.6
4.5
19.9
–
–
3.6
14.5
––––––––
42.5
Total
£’m
51.9
31.9
48.8
15.2
3.6
15.7
––––––––
167.1
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
(128.8)
–
––––––––
(4.2)
––––––––
(47.9)
(1.7)
––––––––
(7.1)
––––––––
(176.7)
(1.7)
––––––––
(11.3)
––––––––
(127.8)
–
––––––––
(1.1)
––––––––
(49.7)
–
––––––––
(7.3)
––––––––
(177.5)
–
––––––––
(8.4)
––––––––
–
–
–
–
(1.6)
(1.6)
–
–
0.8
0.8
(1.1)
(1.1)
(4.2)
––––––––
(4.2)
(5.5)
––––––––
(7.1)
(9.7)
––––––––
(11.3)
(1.1)
––––––––
(1.1)
(7.0)
––––––––
(7.3)
(8.1)
––––––––
(8.4)
–
––––––––
(4.2)
––––––––
0.7
––––––––
(6.4)
––––––––
0.7
––––––––
(10.6)
––––––––
–
––––––––
(1.1)
––––––––
0.2
––––––––
(7.1)
––––––––
0.2
––––––––
(8.2)
––––––––
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 gains/(losses)
Exchange differences
At 31 December
2023
UK Overseas
£’m
£’m
126.7
5.9
–
–
(8.7)
–
0.7
–
––––––––
124.6
––––––––
42.4
2.8
2.9
0.4
(4.1)
0.2
1.0
(3.1)
––––––––
42.5
––––––––
Total
£’m
169.1
8.7
2.9
0.4
(12.8)
0.2
1.7
(3.1)
––––––––
167.1
––––––––
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
––––––––
111
CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 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 (losses)/gains
Exchange differences
At 31 December
2023
UK Overseas
£’m
£’m
(127.8)
–
(5.9)
–
8.7
–
(3.8)
–
––––––––
(128.8)
––––––––
(49.7)
(2.5)
(3.2)
(0.4)
4.1
(0.2)
(0.1)
4.1
––––––––
(47.9)
––––––––
Total
£’m
(177.5)
(2.5)
(9.1)
(0.4)
12.8
(0.2)
(3.9)
4.1
––––––––
(176.7)
––––––––
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)
––––––––
In 2021, the total fair value of plan assets was £241.3 million, the present value of defined benefit
obligations was £236.2 million and the surplus was £5.1 million. 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 and 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.
Income Statement
The amounts recognised in the Income Statement are as follows:
2023
UK Overseas
£’m
£’m
Total
£’m
2022
UK Overseas
£’m
£’m
Total
£’m
Amounts (charged)/credited to
operating profit:
Current service cost
Past service cost
Total operating charge
Amounts charged to other
finance costs:
Interest income/(expense)
Total (charged)/credited to
income statement
–
–
––––––––
–
(2.5)
–
––––––––
(2.5)
(2.5)
–
––––––––
(2.5)
–
–
––––––––
–
(2.1)
–
––––––––
(2.1)
(2.1)
–
––––––––
(2.1)
–
––––––––
(0.4)
––––––––
(0.4)
––––––––
0.3
––––––––
(0.7)
––––––––
(0.4)
––––––––
–
––––––––
(2.9)
––––––––
(2.9)
––––––––
0.3
––––––––
(2.8)
––––––––
(2.5)
––––––––
Employer contributions to defined contribution schemes are charged to profit when payable and the
costs charged were £6.1 million (2022: £5.9 million).
Liabilities for workers profit participation in Bangladesh are charged to profit when the obligation
arises.
112
CAMELLIA PLC
NOTES TO THE ACCOUNTS
37 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 from changes in demographic
assumptions
(Loss)/gain from changes in
financial assumptions
Experience losses
Effect of asset ceiling
Actuarial (loss)/gain
2023
UK Overseas
£’m
£’m
0.7
2.3
1.0
–
Total
£’m
1.7
2.3
2022
UK Overseas
£’m
£’m
Total
£’m
(67.4)
(0.8)
(68.2)
0.6
–
0.6
(4.7)
(1.4)
–
––––––––
(3.1)
––––––––
1.2
(1.3)
(1.7)
––––––––
(0.8)
––––––––
(3.5)
(2.7)
(1.7)
––––––––
(3.9)
––––––––
55.5
(4.8)
–
––––––––
(16.1)
––––––––
5.3
(1.2)
–
––––––––
3.3
––––––––
60.8
(6.0)
–
––––––––
(12.8)
––––––––
Cumulative actuarial losses recognised in the Statement of Comprehensive Income are £14.2 million
(2022: £10.3 million loss).
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 2024. The 2023 triennial valuation is ongoing and is expected to result in
contributions being required from 2024.
Virgin Media case
The Group is aware of the ongoing ‘Virgin Media v NTL Pension Trustees Ltd and others’ case and that
there is a potential for the outcome of the case to have an impact on the UK scheme. The case affects
defined benefit schemes that provided contracted-out benefits before 6 April 2016 based on meeting
the reference scheme test. Where scheme rules were amended, potentially impacting benefits
accrued from 6 April 1997 to 6 April 2016, schemes needed the actuary to confirm that the reference
scheme test was still being met by providing written confirmation under Section 37 of the Pension
Schemes Act 1993. In the Virgin Media case the judge ruled that alterations to the scheme rules were
void and ineffective because of the absence of written actuarial confirmation required under Section
37 of the Pension Schemes Act 1993. The case has been taken to The Court of Appeal, with the
hearing set for June 2024. The potential impact on the UK scheme is not yet known but continues to
be assessed.
113
CAMELLIA PLC
NOTES TO THE ACCOUNTS
38 Share capital
Authorised: 2,842,000 (2022: 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 (2022: 2,824,500) shares
2023
£’m
2022
£’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.
39 Reconciliation of loss from operations to cash flow
Group
Loss from operations
Share of associates' results
Depreciation and amortisation
Depreciation of right-of-use assets
Impairment of assets
Reversal of impairment of investment in associate
Realised movements on biological assets - non-current
Money market investments at fair value through profit or loss - gain
Loss/(profit) on disposal of non-current assets
Profit on disposal of assets classified as held for sale
Profit on disposal of financial assets
Movement in provisions
Decrease/(increase) in inventories
Decrease/(increase) in biological assets
Increase in trade and other receivables
Increase in trade and other payables
Cash (used in)/generated from operations
2023
£’m
2022
£’m
Restated
(1.3)
(3.4)
10.6
2.2
9.4
(19.0)
(2.2)
(0.3)
0.1
(2.1)
–
(2.3)
0.3
0.6
(1.4)
1.5
––––––––––
(7.3)
––––––––––
(5.6)
3.7
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
––––––––––
2.6
––––––––––
114
CAMELLIA PLC
NOTES TO THE ACCOUNTS
40 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
Lease
Lease
liabilities
liabilities
Current Non-current
£’m
£’m
Total
£’m
At 1 January 2022
Exchange differences
Subsidiary leaving the group
New loans
New leases
Loans repaid
Lease payments
Lease disposal
Transfers
At 1 January 2023
Exchange differences
New loans
New leases
Loans repaid
Lease payments
Lease disposal
Transfers
At 31 December 2023
1.4
–
–
0.6
–
(1.6)
–
–
1.0
––––––––
1.4
(0.5)
4.8
–
(2.0)
–
–
0.9
––––––––
4.6
––––––––
4.5
0.1
–
0.8
–
–
–
–
(1.0)
––––––––
4.4
(0.2)
–
–
–
–
–
(0.9)
––––––––
3.3
––––––––
3.2
–
(0.5)
–
0.7
–
(2.8)
–
1.7
––––––––
2.3
–
–
0.7
–
(2.0)
(8.7)
9.9
––––––––
2.2
––––––––
21.5
–
(1.0)
–
1.1
–
(0.6)
(0.2)
(1.7)
30.6
0.1
(1.5)
1.4
1.8
(1.6)
(3.4)
(0.2)
–
–––––––– ––––––––
27.2
(1.0)
4.8
1.0
(2.0)
(2.1)
(8.7)
–
–––––––– ––––––––
19.2
–––––––– ––––––––
19.1
(0.3)
–
0.3
–
(0.1)
–
(9.9)
9.1
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.
115
CAMELLIA PLC
NOTES TO THE ACCOUNTS
41 Business combinations - disposal of businesses
Intangible assets
Property, plant and equipment
Right of use asset
Deferred tax asset
Inventories
Trade and other receivables
Cash and cash equivalents (excluding bank overdrafts)
Lease liabilities
Trade and other payables
Provisions
Profit on disposal
Consideration transferred:
Cash consideration and costs
Deferred consideration
Total consideration
Net cash outflow arising on disposals
Cash consideration and costs
Less: cash and cash equivalent balances disposed
Disposal
2022
£’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
––––––––––
(0.5)
16.6
––––––––––
16.1
––––––––––
(0.5)
(1.6)
––––––––––
(2.1)
––––––––––
Disposal in 2022 - Associated Cold Stores & Transport Limited
As referred to in note 11, 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 result in 2022 is disclosed in
note 11. The gain on disposal was included in the profit for the year from discontinued operations
(see note 11).
116
CAMELLIA PLC
NOTES TO THE ACCOUNTS
42 Commitments
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
Group
Property, plant and equipment
43 Contingencies
2023
£’m
2022
£’m
0.7
––––––––––
0.8
––––––––––
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.
Malawi tax
The Malawi 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
made at the time the auction was established, resulting in these deemed exports being zero rated for
VAT. 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. The
assessment raised against Eastern Produce Malawi was suspended. Eastern Produce Malawi’s
estimated contingent liability for VAT on these deemed export sales, excluding any penalties and
interest, is approximately £2.8 million.
In 2023 the MRA issued assessment notices amounting to £3.2 million in relation to corporation, value
added, non-resident, fringe benefit and PAYE taxes, including related penalties and interest . An
amount of £0.6 million has been provided based on external advice received. These assessments are
being strongly contested.
Bangladesh tax
Assessments have been received of £8.7 million for corporate income tax and VAT matters. These are
being contested on the basis that they are without technical merit.
India tax
Assessments have been received for excise duties of £0.2 million, sales and entry tax of £0.9 million
and of £0.8 million for income tax matters. These are being contested on the basis that they are
without technical merit.
Also, 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 £1.1 million.
Kenya tax
The Kenya Revenue Authority (KRA) has issued assessments amounting to £3.9 million in relation to
corporation, value added and withholding tax matters including related penalties and interest. Having
considered professional advice, the relevant companies disagree with these assessments and have
filed objections with the Kenyan Tax Appeals Tribunal.
117
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 Financial instruments
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern, while
managing banking and exchange risk to maximise the longer term 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 33 and 34, 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
2023
£’m
21.9
11.3
––––––––––
33.2
––––––––––
321.1
––––––––––
10.34%
––––––––––
2022
£’m
Restated
9.5
21.4
––––––––––
30.9
––––––––––
358.7
––––––––––
8.61%
––––––––––
Debt is defined as long and short-term borrowings and lease liabilities as detailed in notes 33 and 34.
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 2023
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
30.6
–
–
–
6.5
–
–
–
1.0
Total
£'m
30.6
6.5
1.0
–
–
––––––––––
30.6
––––––––––
–
–
––––––––––
6.5
––––––––––
41.1
47.9
––––––––––
90.0
––––––––––
41.1
47.9
––––––––––
127.1
––––––––––
Group
Assets as per Balance Sheet
Equity investments
Money market investments
Bond investments
Trade and other receivables
excluding prepayments
Cash and cash equivalents
118
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 Financial instruments (continued)
Group
Liabilities as per Balance Sheet
Borrowings
Lease liabilities
Trade and other payables
Company
Trade and other payables
At 31 December 2022
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
21.9
11.3
52.2
––––––––––
85.4
––––––––––
21.9
11.3
52.2
––––––––––
85.4
––––––––––
1.3
––––––––––
1.3
––––––––––
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
––––––––––
60.6
49.3
––––––––––
111.2
––––––––––
60.6
49.3
––––––––––
145.5
––––––––––
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
––––––––––
119
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 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 21 for disclosures of biological assets that are measured at fair value.
At 31 December 2023
Assets
Equity investments
Money market investments
Bond investments
At 31 December 2022
Assets
Equity investments
Money market investments
Bond investments
Level 1
£’m
Level 2
£’m
Level 3
£’m
Total
£’m
30.6
6.5
1.0
––––––––––
38.1
––––––––––
–
–
–
––––––––––
–
––––––––––
–
–
–
––––––––––
–
––––––––––
30.6
6.5
1.0
––––––––––
38.1
––––––––––
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
––––––––––
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
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.
120
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 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 £1.1 million
(2022: £1.2 million). In addition, the Group has significant Indian, Japanese and Swiss financial
assets and 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 £0.3 million
(2022: £0.6 million), £0.4 million (2022: £0.4 million) and £0.4 million (2022: £0.4 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 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 £1.5
million (2022: £1.3 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 2023 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 less than £0.1 million (2022: £0.1 million) higher/lower.
121
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 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
2023
£’m
2022
£’m
2023
£’m
2022
£’m
16.1
20.3
2.0
0.9
2.8
0.2
0.7
0.8
3.5
0.2
0.2
0.2
––––––––––
47.9
––––––––––
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
––––––––––
8.7
–
–
0.2
11.2
2.2
7.6
3.3
–
–
–
–
––––––––––
33.2
––––––––––
18.8
–
–
0.2
7.0
0.5
1.1
3.3
–
–
–
–
––––––––––
30.9
––––––––––
(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 23 per cent. (2022: 25 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 2023, the Group had undrawn committed facilities of £10.2 million (2022: £22.4 million),
all of which are due to be reviewed within one year.
122
CAMELLIA PLC
NOTES TO THE ACCOUNTS
44 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 2023
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 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
–
–
1.0
38.4
47.9
––––––––
87.3
––––––––
18.6
2.2
49.2
––––––––
70.0
––––––––
–
1.3
–
57.5
49.3
––––––––
108.1
––––––––
5.1
2.3
–
6.5
–
2.7
–
––––––––
9.2
––––––––
0.4
1.3
–
––––––––
1.7
––––––––
–
7.3
1.3
3.1
–
––––––––
11.7
––––––––
1.1
2.3
57.4
––––––––
64.8
––––––––
–
––––––––
3.4
––––––––
–
–
–
–
–
–
30.6
30.6
–
–
6.5
1.0
–
–
–
–
–––––––– ––––––––
–
–––––––– ––––––––
–
–
–
––––––––
30.6
––––––––
41.1
47.9
––––––––
127.1
––––––––
1.0
2.1
1.9
5.7
–
–
21.9
11.3
–
–
–––––––– ––––––––
7.6
–––––––– ––––––––
3.1
–
––––––––
–
––––––––
49.2
––––––––
82.4
––––––––
–
–
–
–
–
–
25.7
25.7
–
–
8.6
1.3
–
–
–
–
–––––––– ––––––––
–
–––––––– ––––––––
–
–
–
––––––––
25.7
––––––––
60.6
49.3
––––––––
145.5
––––––––
1.1
5.4
2.2
11.4
–
–
9.5
21.4
–
–
–––––––– ––––––––
13.6
–––––––– ––––––––
6.5
–
––––––––
–
––––––––
57.4
––––––––
88.3
––––––––
Included in borrowings due in less than 1 year is £14.0 million (2022: £3.7 million) repayable on
demand.
123
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 Subsidiary and associated undertakings
Subsidiary undertakings
The subsidiary undertakings of the Group at 31 December 2023, 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)
UK
Newmafruit Limited
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)
124
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Engineering
A JT Engineering Limited
Investment Holding
Assam-Dooars Holdings Limited
Assam Dooars Investments Limited
Associated Fisheries Limited
Borbam Limited (Incorporated in India - 99.8 per cent. holding)
Bordure Limited
British Indian Tea Company Limited
Dejoo Tea Company Limited
Duncan Properties Limited (Incorporated in Bangladesh)
Eastern Produce Investments Limited
Elgin Investments Limited (Incorporated in India - 99.8 per cent. holding)
Endogram Limited
The Endogram Tea Company Limited
EP USA Inc. (Incorporated in the United States of America)
EP California Inc. (Incorporated in the United States of America)
Jhanzie Tea Association Ltd
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)
The Harmutty Tea Company Limited
Unochrome Industries Limited
Western Dooars Investments Limited
Western Dooars Tea Holdings Limited
Other
Duncan Products Limited (Incorporated in Bangladesh)
Hobart Place Nominees Limited
Linton Park Services Limited
Dormant companies
Alex Lawrie & Company Limited
Amgoorie Investments Limited
Associated Fisheries (Europe) Limited
Banbury Tea Warehouses Limited
Black Gold Oil Tools Limited (in liquidation)
Principal
country of Registered
Office
operation
UK
(xiv)
UK
UK
UK
India
UK
UK
UK
Bangladesh
UK
India
India
UK
USA
USA
UK
UK
India
Bermuda
UK
Bermuda
India
UK
Kenya
Bangladesh
Malawi
UK
UK
UK
UK
Bangladesh
UK
UK
UK
UK
UK
UK
UK
(i)
(i)
(i)
(iii)
(i)
(i)
(i)
(vii)
(i)
(iii)
(iii)
(i)
(xiii)
(xiii)
(i)
(i)
(iii)
(xvi)
(i)
(xvi)
(iii)
(i)
(x)
(i)
(xii)
(i)
(i)
(i)
(i)
(vii)
(i)
(i)
(i)
(i)
(i)
(i)
(xiv)
125
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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 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)
Goodricke Lawrie Consultants Limited
Gotha Tea Estates Limited
Granton Transport Limited (in liquidation)
Hamstead Village Investments Limited
Hellyer Bros Limited
Horace Hickling & Co. Limited
Humber - St. Andrew’s Engineering Company Limited
Isa Bheel Tea Company Limited
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
Kenya
UK
Kenya
Malawi
Kenya
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)
(x)
(i)
(x)
(xii)
(xi)
(i)
(i)
(xiv)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(i)
(xi)
(i)
126
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
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
The Ceylon Upcountry Tea Estates Limited
The Dhoolie Tea Company Limited
The Doolahat Tea Company Limited
The Eastern Produce and Estates 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
Principal
country of Registered
Office
operation
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
(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)
127
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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
2022
2023
£’m
£’m
Eastern Produce
Malawi Limited
as at 31 December
2022
2023
£’m
£’m
18.5
(13.2)
––––––––––
5.3
––––––––––
23.7
(19.0)
––––––––––
4.7
––––––––––
12.4
(10.7)
––––––––––
1.7
––––––––––
18.2
(14.1)
––––––––––
4.1
––––––––––
26.0
(4.9)
––––––––––
21.1
––––––––––
26.4
––––––––––
28.2
(5.4)
––––––––––
22.8
––––––––––
27.5
––––––––––
15.2
(4.8)
––––––––––
10.4
––––––––––
12.1
––––––––––
26.8
(8.8)
––––––––––
18.0
––––––––––
22.1
––––––––––
Eastern Produce
South Africa Limited
as at 31 December
2022
2023
£’m
£’m
Goodricke Group
Limited
as at 31 December
2022
2023
£’m
£’m
3.2
(5.9)
––––––––––
(2.7)
––––––––––
3.6
(4.4)
––––––––––
(0.8)
––––––––––
34.6
(30.3)
––––––––––
4.3
––––––––––
35.2
(23.9)
––––––––––
11.3
––––––––––
9.1
(2.0)
––––––––––
7.1
––––––––––
4.4
––––––––––
10.3
(3.3)
––––––––––
7.0
––––––––––
6.2
––––––––––
33.8
(10.0)
––––––––––
23.8
––––––––––
28.1
––––––––––
36.5
(11.6)
––––––––––
24.9
––––––––––
36.2
––––––––––
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
128
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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
2022
2023
£’m
£’m
17.0
(1.7)
––––––––––
15.3
––––––––––
21.6
(2.6)
––––––––––
19.0
––––––––––
20.8
(6.5)
––––––––––
14.3
––––––––––
29.6
––––––––––
27.6
(7.8)
––––––––––
19.8
––––––––––
38.8
––––––––––
Eastern Produce
Kenya Limited
for year
ended 31 December
2023
£’m
2022
£’m
Eastern Produce
Malawi Limited
for year
ended 31 December
2023
£’m
2022
£’m
42.5
––––––––––
13.2
(4.0)
(6.0)
––––––––––
3.2
––––––––––
40.6
––––––––––
28.1
––––––––––
9.9
(3.2)
1.1
––––––––––
7.8
––––––––––
(1.3)
0.3
(9.1)
––––––––––
(10.1)
––––––––––
30.1
––––––––––
0.7
(0.6)
(2.6)
––––––––––
(2.5)
––––––––––
1.0
1.2
2.3
3.7
(2.7)
–
(0.7)
–
Revenue
Profit/(loss) before tax
Taxation
Other comprehensive (expense)/income
Total comprehensive income/(expense)
Total comprehensive income/(expense)
allocated to non-controlling interests
Dividends paid to non-controlling interests
129
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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
2023
£’m
2022
£’m
2023
£’m
2022
£’m
4.3
––––––––––
(2.3)
1.3
(0.9)
––––––––––
(1.9)
––––––––––
5.5
––––––––––
(0.8)
0.2
0.4
––––––––––
(0.2)
––––––––––
78.6
––––––––––
(5.9)
0.3
(2.4)
––––––––––
(8.0)
––––––––––
90.5
––––––––––
0.4
(0.3)
1.4
––––––––––
1.5
––––––––––
(0.5)
–
–
–
(2.1)
–
0.4
0.2
Revenue
(Loss)/profit before tax
Taxation
Other comprehensive (expense)/income
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 (expense)/income
Total comprehensive (expense)/income
Total comprehensive (expense)/income allocated to
non-controlling interests
Dividends paid to non-controlling interests
Kakuzi Plc
for year ended
31 December
2023
£’m
2022
£’m
31.0
––––––––––
5.2
(1.6)
(10.0)
––––––––––
(6.4)
––––––––––
30.5
––––––––––
7.3
(2.3)
1.1
––––––––––
6.1
––––––––––
(3.2)
1.3
3.0
1.5
130
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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
2023
£’m
2022
£’m
2023
£’m
2022
£’m
10.3
0.6
(3.9)
––––––––––
14.0
0.9
(3.0)
––––––––––
(3.4)
(0.8)
0.8
––––––––––
7.0
––––––––––
(4.8)
––––––––––
(4.2)
––––––––––
11.9
––––––––––
(0.5)
––––––––––
(12.3)
––––––––––
(3.4)
––––––––––
(0.2)
––––––––––
–
––––––––––
2.6
(0.5)
0.4
––––––––––
2.5
––––––––––
(0.6)
––––––––––
–
––––––––––
(2.0)
13.9
(0.9)
13.6
(3.6)
1.5
1.9
(0.6)
(1.2)
––––––––––
1.2
––––––––––
0.7
––––––––––
0.2
––––––––––
10.7
––––––––––
13.9
––––––––––
(1.4)
––––––––––
1.5
––––––––––
Cash flows from operating activities
Cash generated from operations
Net interest received/(paid)
Income tax (paid)/received
Net cash generated from/(used in)
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 (losses)/gains on cash and
cash equivalents
Cash, cash equivalents and bank
overdrafts at end of year
131
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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
2023
£’m
2022
£’m
2023
£’m
2022
£’m
0.9
(0.4)
–
––––––––––
0.6
(0.3)
–
––––––––––
(1.7)
(0.9)
0.1
––––––––––
1.1
(0.7)
(0.1)
––––––––––
0.5
––––––––––
(0.6)
––––––––––
0.3
––––––––––
(1.4)
––––––––––
(2.5)
––––––––––
(1.2)
––––––––––
0.3
––––––––––
(1.6)
––––––––––
(0.3)
––––––––––
1.2
––––––––––
(0.9)
––––––––––
(1.2)
––––––––––
(0.4)
––––––––––
0.1
––––––––––
(4.6)
––––––––––
(2.5)
––––––––––
1.3
1.1
(1.2)
1.2
(0.3)
––––––––––
0.1
––––––––––
0.3
––––––––––
0.1
––––––––––
0.6
––––––––––
1.3
––––––––––
(5.5)
––––––––––
(1.2)
––––––––––
Cash flows from operating activities
Cash generated from operations
Net interest paid
Income tax received/(paid)
Net cash generated from/(used in)
operating activities
Net cash used in investing activities
Net cash generated (used in)/from
financing activities
Net (decrease)/increase in cash and
cash equivalents and bank overdrafts
Cash, cash equivalents and bank
overdrafts at beginning of year
Exchange (losses)/gains 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 (losses)/gains on cash and cash equivalents
Cash, cash equivalents and bank overdrafts at end of year
132
Kakuzi Plc for year
ended 31 December
2023
£’m
2022
£’m
12.5
0.3
(1.5)
––––––––––
11.3
––––––––––
(9.3)
––––––––––
(2.7)
––––––––––
(0.7)
9.5
(1.8)
––––––––––
7.0
––––––––––
11.6
0.5
(1.4)
––––––––––
10.7
––––––––––
(10.0)
––––––––––
(3.0)
––––––––––
(2.3)
10.8
1.0
––––––––––
9.5
––––––––––
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 Subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Associated undertakings
The principal associated undertakings of the Group at 31 December 2023 were:
Insurance and banking
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
2023 per cent.
Bangladesh
(vii) 31 December
38.4
Bangladesh
(vii) 31 December
37.0
133
CAMELLIA PLC
NOTES TO THE ACCOUNTS
45 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.
134
CAMELLIA PLC
NOTES TO THE ACCOUNTS
46 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. Stephen Buckland, who is a Director of Camellia Plc and Non-executive Chairman of
Goodricke Group Limited (a Camellia Plc subsidiary), is also a director of The Camellia Private Trust
Company and the president of the board of the trustee of the Foundation; he and Simon Turner
(Non-executive Chairman of Camellia Plc) are both appointees of the Foundation to the board of
Camellia Plc.
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.
47 Related party transactions
Group
During the year the Group paid contributions to the overseas pension and post-employment
schemes of £2,913,690 (2022: £1,930,199).
Company
The Company receives financial and secretarial services from Linton Park Plc, a directly owned
subsidiary undertaking. The amount payable for these services for 2023 was £482,304 (2022:
£422,081). At 31 December 2023 £3,898,008 (2022: £3,621,361) 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 £17,824,492 (2022:
£16,519,492) include an unsecured loan note of £4,191,777 (2022: £4,191,777). The company received
interest of £167,671 (2022: £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 2023 amounted to
£2,202,565 (2022: £2,052,715) and £193,185 (2022: £193,185) respectively and are unsecured, interest
free and have no fixed terms of repayment.
48 Subsequent events
As announced in January 2024, Bardsley is proceeding with an orderly wind down and closure of its
operations, with packing operations ceasing in April 2024. To date in 2024, Bardsley has successfully
exited one long leasehold property reducing ongoing maintenance obligations and interest costs and
releasing £1.1 million of liabilities to profit and loss account in 2024. Further details are set out on
page 13.
135
CAMELLIA PLC
APPENDICES
Appendix 1: Global (excluding UK) GHG emissions and energy use data for the year to
31 December
2023
Reporting year Global
Group sectors reported (Excluding UK)
2022
Global
(Excluding UK)
2021
Global
(Excluding UK)
2020
Global
(Excluding UK)
2019
Global
(Excluding UK)
Emissions from combustion of LPG
and Natural gas (Scope 1) (tCO2e) 21,896
Emissions from combustion of diesel
and petrol for transport and
onsite combustion (Scope 1) (tCO2e) 16,124
Emissions from the combustion
of coal (Scope 1) (tCO2e) 69,956
Emissions from combustion of firewood
and other fuels (Scope 1) (tCO2e) 2, 794
Emissions from fertilisers, waste,
livestock, land use change and
refrigerants (Scope 1) (tCO2e) 37,868
Emissions from purchase of electricity
for own use (Scope 2,
location-based) (tCO2e) 45,336
Emissions from purchase of electricity
for own use (Scope 2,
market-based*) (tCO2e) 45,336
Emissions from purchase of electricity,
heat, steam, and cooling purchased
for own use (Scope 2,
location-based) (tCO2e) 45,336
Outside of Scopes emissions (tCO2e)*** 86,382
Emissions from business travel in
rental cars or employee-owned
vehicles where company is
responsible for purchasing the fuel
(Scope 3) (tCO2e)** 102
Total gross Scope 1 and Scope 2
23,019
24,309
21,555
25,350
15,183
15,012
15,324
17,501
72,367
70,999
80,217
88,377
3,707
3,863
3,819
3,558
35,964
35,626
35,625
37,983
40,276
41,925
42,717
47,625
40,276
41,909
42,717
47,625
40,276
85,231
41,925
89,070
42,717
86,958
47,625
80,094
180
132
n/a
n/a
emissions (location-based) (tCO2e) 193,974
190,516
191,734
199,257
220,394
Total gross Scope 1 and Scope 2
emissions (market-based) (tCO2e) 193,974
Intensity ratio: Kg CO2e/Kg of made tea 1.29
Energy equivalent from combustion of
190,516
1.36
191,719
1.28
199,257
1.40
220,394
1.51
LPG and Natural gas (Scope 1) (GWh) 118.8
125.1
131.9
117.0
137.2
Energy equivalent from combustion of
diesel and petrol for transport and
onsite combustion (Scope 1) (GWh) 66.8
Energy equivalent from the combustion
of coal (Scope 1) (GWh) 216.8
Energy equivalent from combustion of
firewood and other fuels
(Scope 1) (GWh) 247.3
Electricity purchased for own use
(Scope 2) (GWh) 95.2
62.1
222.9
242.5
91.5
62.1
219.4
253.5
90.7
62.8
250.4
247.2
90.5
71.0
266.3
227.7
95.5
136
CAMELLIA PLC
APPENDICES
Appendix 1: Global (excluding UK) GHG emissions and energy use data for the year to
31 December (continued)
2023
Reporting year Global
Group sectors reported (Excluding UK)
2022
Global
(Excluding UK)
2021
Global
(Excluding UK)
2020
Global
(Excluding UK)
2019
Global
(Excluding UK)
Renewable electricity generated for
own use (Scope 2) (Gwh) 1.7
1.1
1.0
0.9
0.6
Energy equivalent from business travel
in rental cars or employee-owned
vehicles where company is
responsible for purchasing the
fuel (Scope 3) (GWh)** 0.5
0.5
0.5
n/a
n/a
* 2020 is the first reporting period for which the Group reported its Scope 2 market-based emissions
** 2021 was the first reporting period for which the Group reported its Scope 3 business travel in rental cars or
employee-owned vehicles
*** The Outside of Scopes emissions do not include any bioenergy elements of the grid electricity consumed and fossil
fuels used for transport and on-site combustion
**** Following the refinement of the emission factors for a number of fertilisers, the figures for prior years have been
restated
137
CAMELLIA PLC
APPENDICES
Appendix 2: UK GHG emissions and energy use data for the year to 31 December
2020
Reporting year 2023
UK
Group sectors reported UK
2021
UK
2022
UK
2019
UK
Emissions from combustion of LPG
and Natural gas (Scope 1) (tCO2e) 565
801
1,262
1,591
1,939
Emissions from combustion of diesel and
petrol for transport and onsite combustion
(Scope 1) (tCO2e) 324
Emissions from combustion of other fuels
(Scope 1) (tCO2e) 428
Emissions from fertilisers, waste, livestock,
land use change, and refrigerants
(Scope 1) (tCO2e) 40
Emissions from purchase of electricity for
4,086
4,096
3,744
5,069
637
221
378
1
88
13
122
17
own use (Scope 2, location-based) (tCO2e) 1,010
4,168
4,405
5,130
5,316
Emissions from purchase of electricity for
own use (Scope 2, market-based*) (tCO2e) 750
988
1,171
32
n/a
Emissions from purchase of electricity, heat,
steam and cooling purchased for own use
(Scope 2, location- based) (tCO2e) 1,010
Emissions from business travel in rental cars
or employee-owned vehicles where
company is responsible for purchasing
the fuel** (Scope 3) (tCO2e) 11
Total gross Scope 1 and Scope 2 emissions
4,168
4,405
5,130
5,316
68
15
n/a
n/a
(location-based) (tCO2e) 2,367
9,913
10,142
10,566
12,463
Total gross Scope 1 and Scope 2 emissions
(market-based) (tCO2e) 2,107
6,733
6,908
5,468
n/a
Energy equivalent from combustion of LPG
and Natural gas (Scope 1) (GWh) 3.1
4.3
6.8
8.6
10.5
Energy equivalent from combustion of
diesel and petrol for transport and onsite
combustion (Scope 1) (GWh) 1.4
Energy equivalent from combustion of other
fuels (Scope 1) (GWh) 1.7
Electricity purchased for own use
(Scope 2) (GWh) 5.1
Energy equivalent from business travel in
rental cars or employee-owned vehicles
where company is responsible for
purchasing the fuel (Scope 3) (GWh) 0.0
17.0
2.5
21.6
17.4
1.5
21.0
15.6
20.8
0.3
0.5
22.0
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.
*** ACS&T’s Scopes 1 and 2 emissions were included in 2023 up to the date of its divestment by the Group, 10 January
2023
Outside of Scopes emissions are not reported for UK GHG emissions because the Group’s UK businesses do not
combust biofuels. Due to lack of availability of data, the Group does not state the emissions from any bioenergy
elements of the grid electricity consumed and fossil fuels used for transport and on-site combustion
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.
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 or sold 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.
139
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
2023 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 statements;
the basis of preparation and statement of accounting policies;
the notes 1 to 48 related to the consolidated financial statements; and
the notes 1 to 48 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.
140
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 Revenue recognition;
n Impairment of goodwill and intangible assets; and
n Accounting for investments in associate held for sale.
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 The materiality that we used for the Group financial statements was
£1.14 million which was determined on the basis of revenue.
Scoping 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 43 components of the Group. Of these, 34 were subjected to a
full-scope audit whilst the 9 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 96% of the Group’s net assets.
Significant changes in
our approach
Our audit approach is consistent with the previous year with the exception of
the following:
n Following the contract entered in the year to dispose the Group’s entire
shareholding of its investment in BF&M Limited, we have included the
accounting for investments in associate held for sale as a new key audit
matter.
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
assessing the latest cash flow forecasts of the Group to determine whether these are consistent with
the forecasts used during the impairment review;
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;
testing the accuracy of the Directors’ models, including agreement to the most recent Board
approved budgets and forecasts;
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;
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n
n
assessing the reasonability of the assumptions that management have used in their cash forecasts;
and
assessing the appropriateness 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
How the scope of
our audit responded
to the key audit
matter
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 timing of revenue recognition around the balance sheet date.
The Group’s agricultural revenue is included within Sale of Goods of
£255.6 million (2022: £283.0 million) 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.
We have performed the following procedures in response to the key audit
matter:
n
n
n
n
obtained an understanding of the processes and controls used to record
revenue transactions;
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 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; and
assessed 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.
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5.2. Impairment of goodwill and intangible assets
Key audit matter
description
The Group holds £4.7 million (2022: £6.3 million) of intangible assets
including £0.6 million (2022: £1.0 million) allocated to goodwill and
£2.1 million (2022: £3.2 million) allocated to the Jing Tea brand.
How the scope of
our audit responded
to the key audit
matter
We have identified a key audit matter in relation to the valuation of
intangibles being the (i) Brand value relating to Jing Tea Limited; and (ii)
Goodwill on the past acquisition of tea estates in India by Goodricke Group
Limited and Amgoorie India Limited.
There is a risk that the above 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 involves fair value less costs to
sell calculations which are performed by management with the help of
external valuers where applicable. The estimates and assumptions used with
the cashflow projections require estimates, including significant assumptions
regarding future royalty rates, discount rates and cashflows.
Intangible assets are disclosed in note 17 to the financial statements, the
valuation is discussed as sources of estimation uncertainty, and the valuation
policy is disclosed in the principal accounting policies.
We have performed the following procedures in response to the key audit
matter:
n
n
n
n
n
obtained an understanding of the processes and relevant controls
related to the impairment review of intangible assets and goodwill;
tested the arithmetical accuracy of the 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;
challenged the appropriateness of the Directors’ assessment of CGU
groups with reference to the requirements of IAS 36 and the level at
which operations are managed and goodwill is monitored for internal
reporting purposes;
involved our valuation specialists in evaluating management’s discount
rates and royalty rates. We benchmarked the discount rate to
comparable assets 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
assessed 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 and considered the key potential
impacts of climate change;
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REPORT OF THE INDEPENDENT AUDITORS
How the scope of
our audit responded
to the key audit
matter (continued)
n
n
n
n
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 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; and
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.
Key observations
From the work performed, we have concluded that the 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.
5.3. Accounting for investments in associate held for sale
Key audit matter
description
During the year, in June 2023, the Group announced that it has agreed the
sale of its entire shareholding (36.9%) in BF&M Limited (“BF&M”) to Bermuda
Life Insurance Company Limited (a subsidiary of Argus Group Holdings
Limited (“Argus”)), subject to regulatory and tax approvals. Net proceeds are
estimated to be approximately $95.8 million and the transaction is expected
to be completed in Q2 2024. Following the agreement for the sale, the Group
ceased equity accounting for their investment in BF&M and their investment
has been re-categorised as an ‘asset held for sale’ in accordance with IFRS 5
Non-Current assets held for sale and discontinued operations. This resulted
in the release of a previous impairment of £19.0 million in accordance with
IAS 36 Impairment of Assets.
Following the announcement of this proposed disposal, as disclosed in the
critical judgement note, the events since signing of the sale agreement have
extended the timetable for regulatory approvals. There is a risk that the sale
is not highly probable, and that the sale will not complete within one year
from June 2023. We have considered this as a key audit matter due to the key
judgment involved in determining whether the sale is highly probable.
Assets classified as held for sale are disclosed in note 31 to the financial
statements, the key judgement related to this key matter being whether the
sale is highly probable is disclosed as a critical judgement, and the policy on
impairment reversal is disclosed in the principal accounting policies.
We have performed the following procedures in response to the key audit
matter:
n
n
reviewed the sale agreement to assess whether the terms include price
at arm’s length;
obtained evidence to validate that the sale is highly probable by
assessing whether the progress of the Group’s application for regulatory
approval is following the normal course in Bermuda’s jurisdiction and
consider if any issues or concerns that may result in denial of the
application;
How the scope of
our audit responded
to the key audit
matter
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How the scope of
our audit responded
to the key audit
matter (continued)
Key observations
n assessed the disposal against the criteria of IFRS 5 to evaluate whether it
is appropriate to be classified as held for sale;
n
n
assessed whether the reversal of impairment is appropriately recognised
in accordance with IAS 36; and
evaluated the relevant disclosures regarding the disposal of the BF&M
business within Note 23 of the financial statements.
From the work performed, we have concluded that the accounting for
investments in associate held for sale is appropriately recognised in
accordance with the relevant accounting standards. We also concluded that
the reversal of impairments is appropriately recognised in accordance with
IAS 36. Further, the relevant disclosures are appropriate based on the results
of our work.
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 state-
ments
Materiality
£1.14 million (2022: £1.28 million)
£0.4 million (2022: £0.4 million)
Basis for
determining
materiality
Rationale for the
benchmark
applied
0.4% of Revenue (2022: 0.4% of
revenue).
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
appropriate. Revenue is considered
an important benchmark for users
to determine growth and
performance of the Group.
2% of net assets, capped at 35% of
group materiality (2022: 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
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REPORT OF THE INDEPENDENT AUDITORS
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
70% (2022: 70%) of group materiality
Parent company financial state-
ments
70% (2022: 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 de-centralised nature of the Group and lack of common controls and
processes;
n the Group has a history of correcting identified misstatements, and the
remaining uncorrected misstatements are historically below performance
materiality; and
n the quality of the control environment, hence the decreased likelihood of
significant misstatements occurring.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in
excess of £56,000 (2022: £64,000), 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, Malawi. The Group’s engineering operations as well as apple
and pear orchards, are located in the UK. Of the Group’s 54 principal components, 34 were subject to a
full audit and 9 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.
These 43 components represent the principal business units and account for 100% (2022: 100%) of the
Group’s revenue and 98% (2022: 98%) of the Group’s results before tax and 96% (2022: 72%) 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 (2022: £0.4m (35%)).
In addition to the work performed at a component level the Group audit team also performs audit
procedures on the Company financial statements including but not limited to corporate activities such as
pensions as well as on the consolidated financial statements themselves, including entity level controls,
litigation provisions, the consolidation, financial statement disclosures and risk assessment work on
components not included elsewhere in the scope of our audit 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.
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REPORT OF THE INDEPENDENT AUDITORS
6%
Revenue
2%
7%
Profit
before tax
4%
13%
Net assets
94%
91%
83%
Full audit scope
Specified audit procedures
Full audit scope
Specified audit procedures
Review at group level
Full audit scope
Specified audit procedures
Review at group level
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
n
revenue;
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.
We have tested and relied on revenue controls for certain components such as in Kenya, Malawi and
Brazil.
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 2023,
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 other 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 performed site visits in four locations (India,
Bangladesh, Kenya and Malawi). We have also attended key audit close meetings.
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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 Corporate Governance section on pages 35 to 48 and the principal risks set out on
pages 39 to 45. The areas of the financial statement 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, where we have described both the risks
related to these assumptions and our audit procedures in relation to the challenge of these assumptions.
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. ESG specialists were also involved in evaluating the ESG section of the annual
report and assessing the Climate-related Financial disclosures (CFD) on pages 17 to 28 against the
recommendations of the UK CFD framework.
read the climate risk disclosures included throughout the corporate governance section of the annual
report to consider whether they are materially consistent with the financial statements and our
knowledge obtained in the audit.
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.
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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.
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, the Directors 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 - recognition of
revenue. 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.
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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
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
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 component audit teams, and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
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.
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REPORT OF THE INDEPENDENT AUDITORS
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 FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
28 April 2024
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CAMELLIA PLC
FIVE YEAR RECORD
2023
£’m
2022
£’m
*Restated
2021
£’m
2020
£’m
2019
£’m
Revenue-continuing operations
272.3
––––––––––
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
3.8
(5.2)
––––––––––
(4.3)
(12.2)
––––––––––
7.1
(2.6)
––––––––––
7.2
(8.6)
––––––––––
20.5
(7.2)
––––––––––
(1.4)
––––––––––
(16.5)
––––––––––
4.5
––––––––––
(1.4)
––––––––––
13.3
––––––––––
–
––––––––––
7.6
––––––––––
–
––––––––––
0.6
––––––––––
1.8
––––––––––
(3.7)
––––––––––
(13.6)
––––––––––
2.3
––––––––––
(5.0)
––––––––––
8.3
––––––––––
4.0
––––––––––
4.0
––––––––––
5.2
––––––––––
2.8
––––––––––
4.0
––––––––––
0.3
325.5
––––––––––
325.8
––––––––––
0.3
364.7
––––––––––
365.0
––––––––––
0.3
388.3
––––––––––
388.6
––––––––––
0.3
376.3
––––––––––
376.6
––––––––––
0.3
395.4
––––––––––
395.7
––––––––––
(134.0) p
(767.6) p
83.3 p
(202.8) p
235.3 p
(134.0) p
146 p
(492.4) p
146 p
83.3 p
188 p
(181.0) p
102 p
300.5 p
144 p
*
The comparative figures for 2022 have been restated following a previously recognised associate transitioning to
IFRS 17 ’Insurance Contracts’
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