Plant Genetics International Limited - Accounts to registrar - small 17.1.1

REGISTERED NUMBER: 09506669 (England and Wales)

PLANT GENETICS INTERNATIONAL LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Chartered Accountants' Report

9

DIRECTORS:

Mr D W Langmead

Mrs F D Marley

Mr E C P Marley

Mr E L S Bourne

Mrs C G Bourne

REGISTERED OFFICE:

24 Park Road South

Havant

Hampshire

PO9 1HB

REGISTERED NUMBER:

09506669 (England and Wales)

ACCOUNTANTS:

Rothman Pantall LLP

Chartered Accountants

24 Park Road South

Havant

Hampshire

PO9 1HB

FIXED ASSETS

Intangible assets

3

440,000

495,000

Investments

4

105,193

105,193

545,193

600,193

CURRENT ASSETS

Debtors

5

273,334

253,501

Cash at bank

91,769

106,265

365,103

359,766

CREDITORS

Amounts falling due within one year

6

399,534

388,888

NET CURRENT LIABILITIES

(34,431

)

(29,122

)

TOTAL ASSETS LESS CURRENT LIABILITIES

510,762

571,071

CREDITORS

Amounts falling due after more than one year

7

297,426

480,000

NET ASSETS

213,336

91,071

CAPITAL AND RESERVES

Called up share capital

200

200

Share premium

8

59,980

59,980

Other reserves

8

62,574

-

Retained earnings

8

90,582

30,891

SHAREHOLDERS' FUNDS

213,336

91,071

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2016.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2016 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 1 June 2017 and were signed on its behalf by:

Mr E C P Marley - Director

1.	STATUTORY INFORMATION

Plant Genetics International Limited is a private company, limited by shares , registered in England and Wales.

The company's registered number and registered office address can be found on the Company Information

page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Plant Genetics International Limited as an individual

company and do not contain consolidated financial information as the parent of a group. The company has taken

the option under Section 398 of the Companies Act 2006 not to prepare consolidated financial statements.

Significant judgements and estimates

Key sources of estimation uncertainty.

The company has loan notes and other loans that are classified as financing arrangements, in accordance with

Section 11 of FRS 102. In determining the present value of the future payments, a discount rate of 5% has been

applied. The directors consider this to be an appropriate market rate of interest.

Turnover

Turnover is measured at the fair value of the consideration received for goods and services, net of trade

discounts and value added tax. Services include royalties for the use of Whetman Pinks Dianthus in Europe,

North America, Australia and South Africa.

The percentage of turnover attributable to overseas custom was 61%.

Intangible fixed assets

Intangible fixed assets relates to intellectual property acquired by the company.

The directors have considered the estimated useful economic life of the intellectual property to determine the

amortisation rate to be applied.

Amortisation is provided at the following annual rates in order to write off each asset over its estimated useful

life.

Intellectual Property - 10% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments and derivative financial instruments

Financial instruments are recognised in line with Sections 11 and 12 of FRS 102.

Basic financial instrument, such as bank and cash, loans, amounts due to/from group undertakings, trade

receivables and payables are initially recognised at transaction price, unless they constitute a financing

arrangement, when the transaction is measured at the present value of the future receipts/payments discounted

at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest

rate method.

Derivative financial instruments are held at fair value with any gains or losses being reported in the profit and

loss. Outstanding derivatives at the reporting date are included under the appropriate format heading depending

on the nature of the derivative.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted

or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws

that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal

of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling

at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments

Investments are stated at cost less any provision for impairment.

Transitional exemptions

An entity is permitted to utilise a number of exemptions on transition to FRS 102 as stated in section 35.10. The

company has chosen to make use of the following exemptions available to small entities:

- Fair value measurement of financial instruments;

- Financing transactions involving related parties.

Other reserves

The company has loan notes and a long term loan which are classified as financing arrangements. The

difference between the initial consideration and the present value of future payments, discounted at a market

rate of interest, has been credited to "other reserves". Amounts equivalent to the notional interest charge are

transferred between reserves until the loans are repaid.

3.	INTANGIBLE FIXED ASSETS

Intellectual

property

£

COST

At 1 January 2016

and 31 December 2016

550,000

AMORTISATION

At 1 January 2016

55,000

Amortisation for year

55,000

At 31 December 2016

110,000

NET BOOK VALUE

At 31 December 2016

440,000

At 31 December 2015

495,000

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2016

and 31 December 2016

105,193

NET BOOK VALUE

At 31 December 2016

105,193

At 31 December 2015

105,193

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Trade debtors

207,094

184,377

Amounts owed by group undertakings

50,000

-

Other debtors

16,240

69,124

273,334

253,501

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Bank loans and overdrafts

-

1

Trade creditors

223,537

203,343

Taxation and social security

13,028

15,179

Other creditors

162,969

170,365

399,534

388,888

Included within other creditors are amounts of £18,713 relating to derivative financial instruments.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2016

2015

£

£

Other creditors

297,426

480,000

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more than 5 years

non-instalments

77,354

120,000

77,354

120,000

8.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2016

30,891

59,980

-

90,871

Profit for the year

43,883

43,883

Adjustment on transition to

FRS 102

-

-

78,382

78,382

Transfer between reserves

15,808

-

(15,808

)

-

At 31 December 2016

90,582

59,980

62,574

213,136

9.	RELATED PARTY DISCLOSURES

The directors have overdrawn loan accounts which are made up of unpaid share capital only.

Plant Marketing International Limited

A company in which Mr and Mrs Marley and D W Langmead have an interest.

During the previous year, the related party provided an unsecured loan of £120,000 to the company. The loan is

repayable no earlier than ten years after the date of advance, unless the company has redeemed or set aside

funds to redeem all the Loan Notes. The loan is interest free and has been classified as a financing arrangement

in accordance with Section 11 of FRS 102. The loan has been included within the financial statements at the

current estimate of the present value of the future payments, discounted at a market rate of interest of 5%. The

present value of the loan at the year end is £77,354. Notional interest of £3,684 has been charged during the

year.

Mrs C Bourne

The company has issued Mrs C Bourne Loan Notes to the value of £480,000. The Loan Notes are unsecured

but guaranteed and are redeemable over a period of four years beginning on 15 April 2016. The Loan Notes are

interest free and those that are repayable after more than one year, at date of transition to FRS 102, have been

classified as financing transactions on the same basis as the loan above. The present value of the loan notes at

the year end is £340,072. Notional interest of £12,124 has been charged during the year.

Whetman Pinks Limited

Subsidiary of the company

Plant Genetics International Limited has funded the repayment of amounts of £50,000 previously owed by

Whetman Pinks Limited to a former director. These remain outstanding at the year end.

During the year, a management charge of £39,600 (including VAT) was charged by the company to Whetman

Pinks Limited.

Royalties of £109,010 (2015: £111,376) inclusive of VAT have been charged to Whetman Pinks Limited by the

company.

Breeding costs totalling £223,537 (2015: £203,306) inclusive of VAT were charged by Whetman Pinks Limited

during the year.

All of the above remain outstanding as at the year end.

10.	ULTIMATE CONTROLLING PARTY

In the opinion of the company, there is no ultimate controlling party.

11.	FIRST YEAR ADOPTION

The company has adopted FRS 102 Section 1A from 1 January 2016 for the year ended 31 December 2016.

There are no re-statements required under the new standard for earlier periods which were prepared under

previous UK GAAP. Advantage has been taken of the exemptions under section 35 relating to financial

instruments that have not been fair valued under old GAAP and financing transactions between related parties.

There has been an adjustment to opening equity of £78,382 in this respect, classified as "other reserves". There

are no taxation effects of the adjustment.

The following reproduces the text of the report prepared for the directors and members in respect of the

company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is

only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other

primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the

financial statements of Plant Genetics International Limited for the year ended 31 December 2016 which comprise the

Income Statement, Balance Sheet, and the related notes from the company's accounting records and from information

and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Plant Genetics International Limited, as a body, in accordance with the terms of our engagement letter dated 8 June 2015. Our work has been undertaken solely to prepare for your approval the financial statements of Plant Genetics International Limited and state those matters that we have agreed to state to the Board of Directors of Plant Genetics International Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Plant Genetics International Limited Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Plant Genetics International Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Plant Genetics International Limited. You consider that Plant Genetics International Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Plant Genetics International Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Rothman Pantall LLP

Chartered Accountants

24 Park Road South

Havant

Hampshire

PO9 1HB

8 June 2017