2023-03-31-accounts - The Soil Association Land Trust

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Company Registration Number: 06259578 Registered Charity Number (in England and Wales): 1121011

The Soil Association Land Trust

Report and Financial Statements

for the year ended

31 March 2023

The Soil Association Land Trust CONTENTS

Trustees, officers and professional advisers	1
Trustees' report	2
Independent auditor's report	8
Statement of Financial Activities	12
Balance Sheet	13
Cash flow statement	14
Notes to the financial statements	16

Company Registration Number: 06259578 Registered Charity Number (in England and Wales): 1121011

The Soil Association Land Trust

TRUSTEES, OFFICERS AND PROFESSIONAL ADVISERS

KEY MANAGEMENT PERSONNEL: TRUSTEES

Thomas Curtis, Chair Jane Barton Mehr Fardoonji Graham Harvey Joanna Herbert-Stepney Iain McVicar Graeme Matravers David Riddle

COMPANY SECRETARY Iain McVicar

GOVERNING DOCUMENT

Articles of Association (as revised 28 June 2017)

CONSTITUTION

Company limited by guarantee and registered charity

REGISTERED OFFICE

Spear House 51 Victoria Street Bristol BS1 6AD

BANKERS

Triodos Bank Deanery Road Bristol BS1 5AS

SOLICITORS

Veale Wasbrough Vizards Narrow Quay House Narrow Quay Bristol BS1 4QA

AUDITOR

RSM UK Audit LLP Second Floor One The Square Temple Quay Bristol BS1 6DG

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT

The trustees present their annual report and the audited financial statements of the charitable company for the year ended 31 March 2023. The financial statements comply with the Charities Act 2011, the Companies Act 2006, the Memorandum and Articles of Association and Accounting and Reporting of Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard in the UK and Republic of Ireland (FRS 102), effective 1 January 2019.

REFERENCE AND ADMINISTRATIVE INFORMATION

The Soil Association Land Trust (the Charity) is registered as a charity, number 1121011 (England and Wales) and is limited by guarantee, company registration number 06259578. Details of trustees, officers and professional advisors and other information are set out on page 1. The Charity is consolidated into the group accounts of The Soil Association Limited as it is deemed to be a subsidiary by virtue of control.

STRUCTURE GOVERNANCE AND MANAGEMENT

Governance

The Charity is a company limited by guarantee and governed by a Memorandum and Articles of Association (last revised on 28 June 2017).

The governing body of the Charity is the Board of Trustees and meets four times a year. The Board of Trustees consists of five to ten trustees comprising Founder Trustees, Appointed Trustees and Coopted Trustees. Appointed trustees (no fewer than four) are appointed by the members. The Board elects a Chair from the Appointed Trustees and can appoint Co-opted Trustees. Trustee appointments, excepting the Founder Trustees, are for a term of up to four years and a trustee may ordinarily serve a maximum of two terms with a third term possible if the Board, and where applicable the members, determine it to be in the best interests of the Charity.

A Memorandum of Understanding with the parent charitable company, Soil Association Ltd, sets out guidelines for areas of collaboration and shared use of services.

The parent charitable company, Soil Association Ltd, provides directors and officers indemnity insurance which covers the trustees of subsidiary companies and any other member of staff of the group.

Statement of Trustees’ responsibilities

The trustees (who are also directors of The Soil Association Land Trust for the purposes of company law) are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT (continued)

STRUCTURE GOVERNANCE AND MANAGEMENT (continued)

Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Charity and of the incoming resources and application of resources, including the income and expenditure, of the Charity for that period. In preparing these financial statements, the trustees are required to:

select suitable accounting policies and then apply them consistently;
observe the methods and principles in the Charities SORP;
make judgments and estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Charity will continue in business.

The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Charity 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 Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the trustees are aware, there is no relevant audit information of which the Charity's auditor is unaware and the trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

The trustees confirm they have complied with the duty in the Charities Act 2011 to have due regard to the Charity Commission’s general guidance on public benefit. When reviewing the aims and objectives of the Charity and in planning its future activities the trustees refer to the guidance and consider, in particular, how planned activities will contribute to the aims and objectives they have set.

Objectives and activities

The Charity is committed to two charitable objects:

to preserve, conserve and protect for the public benefit the environment of the countryside through the prudent management and holding of land and the use of natural resources, including the promotion and use of organic, traditional and sustainable land management techniques and related activities; and
the education of the public in the same.

The Charity provides a safe haven for sustainably managed land, enabling retiring farmers and others to secure a future for their land, and to ensure that their life’s work is preserved and provides a legacy for future farming generations.

The Charity provides access to farms to enable people to enjoy the beauty and stewardship of the countryside and to understand the importance of food and farming in our society today. We want people to feel truly connected with the land in a way that inspires and educates.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT (continued)

ACHIEVEMENTS AND PERFORMANCE

We continue to develop our work to help direct and achieve our objectives under our three core themes:

Securing land for the common good
Enabling farms to be thriving businesses
Encouraging new entrants and innovation

Our focus over the last year has been on the development of our plans at Woodoaks Farm together with commencing the review of our strategy and organisational structure. In March, Trustees agreed to proceed with a bid to the Heritage Lottery Fund in support of plans for Woodoaks. Trustees also gave consideration to a major proposal for off-grid EV car charging at Woodoaks, but decided against proceeding.

Securing land for common good

Building on the huge amount of work instigated by the dedicated Programme Manager at Woodoaks, we have drafted a Masterplan for the farm to integrate farming, food production and diversified enterprises with environmental enhancement and connecting people with the food they eat.

Conversion to organic farming has begun and a 70 acre agroforestry project has been started with the help of a Countryside Stewardship Scheme. A Nature Conservation Plan has been drafted which includes reinstating hedgerows, tree planting, creating new wildflower margins, improving floristic diversity of meadows and pastures, and establishing new farm ponds.

A major funding bid to the Heritage Lottery Fund has been submitted to support our vision for Woodoaks to be a place for all people to come and learn about how their food is grown and how to care for our natural environment. This includes plans for the conversion of redundant farm buildings for educational and community use.

We have developed a base of over 100 volunteers who have planted more hedgerows, coppiced woodland and established a weekly compost club. Several local schools have taken part in educational visits with high demand for more. Public open days and events such as bat walks and fungi foraging, have been strongly supported with growing public interest in the farm and our developing vision.

Development work at Woodoaks has been funded by approved allocations from the Paget Fund.

During the year, we continued to undertake land assessments for potential legacies and completed assessments and reports on one other potential land legacy.

Together with the Biodynamic Land Trust and the Ecological Land Co-operative, we formed a working group to develop a plan to bring land trusts and land-based organisations together to further explore how we might collaborate to protect land for the common good.

We have been following progress with the Government’s introduction of Conservation Covenants as a new legal mechanism to protect land without the need for ownership. We are working with the Soil Association to explore how both organisations could make best use of them.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT (continued)

ACHIEVEMENTS AND PERFORMANCE (continued)

Enabling farms to be thriving businesses

At Woodoaks Farm, we completed a Masterplan for a pre-planning consultation with the Local Authority this includes proposals to re-use buildings to support existing and new business. This was informed by feedback from local residents following a consultation to explore food consumption and buying habits and what people would like to see at the farm.

The new grower, Rickey’s Alkaline Market Garden, was established in a year where extreme hot weather made growing a challenge. Further infrastructure for the market garden and future horticultural enterprises was completed.

A new farm business tenancy was agreed with the tenant farmers using a model to support our farming approach – to protect and enhance the natural environment, produce good food and engage with people.

We continue to work with our existing farms and monitor the worrying impacts of dwindling support from Government funding.

Encouraging new entrants and innovation

At Woodoaks, the Soil Association Farming and Land Use team continued their support to develop the organic conversion plan and new agroforestry project. The farm is now actively involved in the Soil Association led Innovative Farmers Scheme and the Soil Association Exchange.

In February we welcomed a new grower specialising in local seasonal flowers. We hope to appoint a second grower in the forthcoming year.

Outside of Woodoaks, we worked extensively with an existing land pledger to develop a plan to facilitate a new entrant tenant to enable the process of succession transition.

OBJECTIVES FOR THE FUTURE

In the coming year we will focus on completing our strategic review, in particular:

Put in place organisational and structural changes to the Charity following our Strategic Review and draw up an Action Plan for implementation
Hopefully enter a formal Development Phase for a Heritage Lottery Funded project at Woodoaks to create our community, education and events facility
Develop a fully resourced model for working more closely with potential donors of land
• Continue to work with our existing tenants and help them navigate through the changes to farming support
Work with the Soil Association to develop our use of Conservation Covenants approach to protect more land for common good
Work with other land trusts and land-based organisations to develop the Land Trusts UK Network to strengthen our collective work protecting land for the common good

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT (continued)

FINANCIAL REVIEW

Total income in the year amounted to £141,411 (2022: £130,956), an increase of £10,455 from the previous year. Rental income from the Charity’s farms and investment property amounted to £60,408 (2022: £51,232), an increase from the previous year due to new rental income from land and buildings at Woodoaks Farm.

Total expenditure amounted to £393,822 (2022: £243,142), an increase of £150,680 from the prior year. Spend on Woodoaks Farm increased by £159,371 from the prior year due to the continuation of investment in the site. Spend on the Land Heritage Cluster was down £16,297 on the previous year due to reduced repairs and maintenance spend on these properties. Spend on development work, including investigating potential new properties, increased by £7,606 from the prior year.

The amounts received, and resources expended, including further investment in the Woodoaks site during the year, generated a net deficit of £252,411 (2022: £112,186 deficit).

The total assets of the Charity at 31 March 2023 were £6,683,325, reduced by £252,411 from the prior year end. Cash at bank decreased by £330,385, mostly due to the £252,411 deficit in the year but also due to a £50,876 decrease in creditors, as the intercompany debt was reduced by £32,519 and trade creditors also reduced by £10,682. In addition, debtors increased by £20,565 from the prior year end, with both trade debtors and accrued income increasing year on year.

Reserves at 31 March 2023

At 31 March 2023 the total funds held by the Charity were £6,683,325, reduced from £6,935,736 at 31 March 2022. Of the total funds at 31 March 2023, £6,681,080 were unrestricted funds and £2,245 were restricted.

Unrestricted reserves

The Board of Trustees have set a reserves policy that determines a desired range of free unrestricted reserves based upon future expenditure plans and the risks and opportunities inherent within the trust business model. In this respect, free unrestricted reserves are considered to be readily available cash or cash equivalents that the Trustees can call upon to mitigate adverse events or to exploit unexpected opportunities.

In 2022/2023 the desired reserves range was set at between £780,000 and £1,030,000. Having reserves within this range was believed to provide an adequate level of financial resilience for the year that would allow the Trust to continue to deliver its core activities should risks to the Trust’s finances materialise. This was on the assumption that there would be expenditure of between £500,000 and £700,000 on a large project at Woodoaks Farm. The actual expenditure at Woodoaks Farm in the year totalled £301,000. The Trust ended the year with a reserves level of £697,000, which was below the desired range, however acceptable due to spending less than forecast on Woodoaks Farm.

Whilst there is substantial ongoing investment required at Woodoaks Farm, much of this spend is likely to take place from 2025 onward. The trust is aiming to raise funding for a substantial proportion of the development work anticipated.

Taking all these factors into account results in a desired reserves range for 2023/2024 of between £360,000 and £460,000.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust TRUSTEES’ REPORT (continued)

FINANCIAL REVIEW (continued)

Restricted reserves

Further restricted grants for Woodoaks Farm were received in the year. Expenditure against these grants and restricted funds received in the prior year meant that the Land Trust held £2,245 of restricted funds at 31 March 2023 (2022: £7,489). These funds are all held in cash and are expected to be spent by 31 March 2024.

Financial Controls

The trustees have overall responsibility for ensuring that the Charity has an appropriate system of controls, financial and otherwise. The systems of financial control are designed to provide reasonable, but not absolute, assurance against material misstatement or loss. They include:

The annual budget, approved by the trustees;
Regular consideration by the trustees of financial results and variance from budget; and
Identification and management of risks.

Going Concern

Given the high level of reserves held at 31[st] March 2023, there are not considered to be any major financial risks which would impact the going concern of the Charity in the coming financial year. The Charity is looking to develop income streams to support the day-to-day running costs and development of the Land Trust estate so that the large donation received in March 2021, which makes up the majority of the free reserves held by the organisation, can be used for long-term investment purposes.

A going concern assessment has been performed by the trustees which has involved the following:

Preparation and review of cash flow forecasts up to September 2024 which show that the Charity is expected to maintain sufficient cash balances throughout this period to be able to meet their liabilities as they fall due.
Assessment of the major financial risks facing the Charity as outlined above and their potential impact on the cash flow forecasts presented.

The result of the above assessment is that the trustees have noted no material uncertainties that would mean it is not appropriate for the Charity to adopt the going concern basis.

Auditor

The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The report was approved by the Board of Trustees on 13[th] July 2023 and signed on their behalf by:

Thomas Curtis Chair of Trustees

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

INDEPENDENT AUDITOR’S REPORT TO THE MEMBER OF THE SOIL ASSOCIATION LAND TRUST LIMITED

The Soil Association Land Trust

Opinion

We have audited the financial statements of The Soil Association Land Trust Limited (the ‘charitable company’) for the year ended 31 March 2023 which comprise the Statement of Financial Activities, the Balance Sheet, the Cash Flow Statement and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the charitable company’s affairs as at 31 March 2023 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

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 charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 charitable 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 trustees with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Trustees’ Report other than the financial statements and our auditor’s report thereon. The trustees are responsible for the other information contained within the Trustees’ 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.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

INDEPENDENT AUDITOR’S REPORT TO THE MEMBER OF THE SOIL ASSOCIATION LAND TRUST (continued)

The Soil Association Land Trust

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Trustees’ Report, which includes the Directors’ Report and the Strategic Report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ Report and the Strategic Report included within the Trustees’ Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report or the Strategic Report included within the Trustees’ Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of trustees’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of trustees

As explained more fully in the Statement of Trustees’ responsibilities set out on pages 2 and 3, the trustees (who are also the directors of the charitable company for the purposes of company law) 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 trustees 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 trustees are responsible for assessing the charitable 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 trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust INDEPENDENT AUDITOR’S REPORT TO THE MEMBER OF THE SOIL ASSOCIATION LAND TRUST (continued)

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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

obtained an understanding of the nature of the sector, including the legal and regulatory framework that the charitable company operates in and how the charitable company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, Charities SORP (FRS 102), Companies Act 2006, Charities Act 2011, the charitable company’s governing document, tax legislation and Charities (Protection and Social Investment) Act 2016. We performed audit procedures to detect noncompliances which may have a material impact on the financial statements which included reviewing the financial statements including the Trustees’ Report, remaining alert to new or unusual transactions

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

INDEPENDENT AUDITOR’S REPORT TO THE MEMBER OF THE SOIL ASSOCIATION LAND TRUST (continued)

The Soil Association Land Trust

which may not be in accordance with the governing documents, inspecting correspondence with local tax authorities and evaluating advice received from internal/external advisors.

The audit engagement team identified the risk of management override of controls and income recognition in respect of donations as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments, evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates and performing detailed testing on a sample of donations received in the year.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the charitable 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 charitable 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 charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

KERRY GALLAGHER (Senior Statutory Auditor)

For and on behalf of RSM UK AUDIT LLP, Statutory Auditor

Chartered Accountants Second Floor, 1 The Square, Temple Quay, Bristol, BS1 6DG

Date: 4 August 2023

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust STATEMENT OF FINANCIAL ACTIVITIES

(incorporating an income and expenditure account) Year ended 31 March 2023

Note INCOME FROM: Donations and legacies 2 Grants Other trading activities 3 Investment income 4 Total income EXPENDITURE ON: Charitable Activities 5 Total expenditure Net (expenditure) / income and net movement in funds Reconciliation of funds: Total funds brought forward 13/14 Total funds carried forward 13/14	Unrestricted funds 2023 £ 23,373 - 95,248 1,312 119,933 (367,100) (367,100) (247,167) 6,928,247 6,681,080	Restricted funds 2023 £ - 21,478 - - 21,478 (26,722) (26,722) (5,244) 7,489 2,245	Total Funds 2023 £ 23,373 21,478 95,248 1,312 141,411 (393,822) (393,822) (252,411) 6,935,736 6,683,325	Total Funds 2022 £ 43,568 27,742 59,405 241
				130,956
				(243,142)
				(243,142)

				(112,186)
				7,047,922
				6,935,736

The accompanying notes on pages 16 to 26 are an integral part of the financial statements.

A comparative Statement of Financial Activities for year ended 31 March 2022 is included in note 19.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust BALANCE SHEET As at 31 March 2023

----- Start of picture text -----
||||| |---|---|---|---| |2023|2022| |Note|£|£| |FIXED ASSETS| |Tangible assets|10|5,984,609|5,978,076| |CURRENT ASSETS| |Debtors|11|83,672|63,107| |Cash at bank and in hand|652,983|983,368| |-----------------------|-----------------------| |736,655|1,046,475| |CREDITORS: Amounts falling due| |within one year|12|(37,939)|(88,815)| |----------------------- -------------------------| |NET CURRENT ASSETS|698,716|957,660| |-------------------------- --------------------------| |NET ASSETS|6,683,325|6,935,736| |============ ============| |FUNDS AND RESERVES| |Unrestricted funds|13/14|6,681,080|6,928,247| |Restricted funds|13/14|2,245|7,489| |-------------------------- --------------------------| |TOTAL FUNDS|6,683,325|6,935,736| |============ ============|

----- End of picture text -----

The accompanying notes on pages 16 to 26 are an integral part of the financial statements.

These financial statements were approved by the Board of Trustees on 13[th] July 2023 and signed on their behalf by:

Thomas Curtis Chair of Trustees

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust STATEMENT OF CASHFLOWS for the year ended 31 March 2023 (continued)

	2023	2022
	£	£
Net cash (outflow) / inflow from operating activities	(313,039)	335,167
Purchase of property, plant and equipment	(17,346)	-
	-----------------------	-----------------------
(Decrease) / increase in cash in the year	(330,385)	335,167
	==========	==========
Total cash at the beginning of the year	983,368	648,201
	-----------------------	-----------------------
Total cash at the end of the year	652,983	983,368
	==========	==========

Reconciliation of changes in resources to net cash (outflow) / inflow from operating activities

	2023	2022
	£	£
Net movement in funds	(252,411)	(112,186)
Depreciation	10,813	10,380
(Increase) / decrease in debtors	(20,565)	461,844
Decrease in creditors	(50,876)	(24,871)
	-----------------------	-----------------------
Net cash (outflow) / inflow from operating activities	(313,039)	335,167
	==========	==========
Reconciliation of net cash flow to movement in net funds
	2023	2022
	£	£
(Decrease) / increase in cash in the year	(330,385)	335,167
	-----------------------	----------------------
Movement in net funds in the year	(330,385)	335,167
Net funds at beginning of year	983,368	648,201
	----------------------	----------------------
Net funds at end of year	652,983	983,368
	==========	==========

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust STATEMENT OF CASHFLOWS for the year ended 31 March 2023 (continued)

Analysis of net funds	At 1 April	At 31 March	At 31 March
	2022	Cash flow	2023
	£	£	£
Cash at bank and in hand	983,368	(330,385)	652,983
	-----------------------	-----------------------	----------------------
Net funds	983,368	(330,385)	652,983
	===========	==========	==========

Cash at bank and in hand figures in the notes includes liquid cash assets only.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023

ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements have been prepared in accordance with Accounting and Reporting by Charities: Statement of Recommended Practice (‘SORP’) applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019) – (Charities SORP (FRS 102)), the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006.

The Soil Association Land Trust meets the definition of a public benefit entity under FRS 102. Assets and liabilities are initially recognised at historical cost or transaction value unless otherwise stated in the relevant accounting policy notes. Values in the financial statements have been rounded to the nearest pound.

The registered office and principal place of business is Spear House, 51 Victoria Street, Bristol BS1 6AD.

PREPARATION OF THE ACCOUNTS ON A GOING CONCERN BASIS

A going concern assessment has been performed by the trustees which has involved the following:

Preparation and review of cash flow forecasts up to September 2024 which show that the Charity is expected to maintain sufficient cash balances throughout this period to be able to meet their liabilities as they fall due.
Assessment of the major financial risks facing the Charity and their potential impact on the cash flow forecasts presented. The trustees consider the most significant risk for the Charity to be shortfalls in income, in particular donation and legacy income which fund more discretionary charitable expenditure.

The result of the above assessment is that the trustees have noted no material uncertainties that would mean it is not appropriate for the Charity to adopt the going concern basis.

COMPANY STATUS

The Charity is a company limited by guarantee and has no share capital. The directors of the company are the trustees named on page 1. In the event of the Charity being wound up, the liability in respect of the guarantee is limited to £5 per member of the Charity.

FUND ACCOUNTING

Unrestricted funds are available to spend on activities that further any of the purposes of the Charity.

Restricted funds are donations which the donor has specified are to be solely used for particular areas of the Charity’s work.

FINANCIAL INSTRUMENTS

The charity only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023 (continued)

1 ACCOUNTING POLICIES (continued)

INCOME

All incoming resources are included in the SOFA (Statement of Financial Activities) when the Charity is legally entitled to the income and the amount can be quantified with reasonable accuracy. These specific policies apply to the following categories of income:

Donations and gifts are recognised when the Charity has entitlement to the funds, any performance conditions attached to the item(s) of income have been met, it is probable that the income will be received and the amount can be measured reliably.
Income from grants is recognised when the Charity has entitlement to the funds, any performance conditions attached to the grants have been or are expected to be met, it is probable that the income will be received and the amount can be measured reliably;
Rents receivable represents rental income and is recognised at the fair value of the consideration received or receivable for services provided.
Legacy income is recognised when the Charity is deemed to be entitled to the funds, it is probable that the income will be received and the amount can be measured reliably. Entitlement is taken as the earlier of the date on which either the Charity is aware that probate has been granted, the estate has been finalised and notification has been made by the executor(s) to the Charity that a distribution will be made, or when a distribution is received from the estate. Receipt of a legacy, in whole or in part, is only considered probable when the amount can be measured reliably, and the Charity has been notified of the executor’s intention to make a distribution.

EXPENDITURE

Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Expenditure on charitable activities includes the costs of conserving and improving the Charity’s properties to further the purposes of the Charity, and their associated support costs.

TANGIBLE FIXED ASSETS

Tangible fixed assets with a value of £500 or more are capitalised and included at deemed cost / fair value including any incidental expenses of acquisition.

No depreciation is charged on freehold land and buildings as the lives of the properties are considered to be indefinite and residual values to be high enough to ensure that there is no significant annual depreciation.

The Companies Act 2006 requires tangible fixed assets to be depreciated over a finite period. The trustees consider that the land and buildings have an infinite life, given the repairs and maintenance afforded to these assets. Consequently, the trustees consider that to depreciate these assets would not provide a true and fair view and so the financial statements depart from this specific requirement in the Companies Act 2006. If this departure from the Companies Act 2006 had not been made, the surplus for the financial period may have been decreased by depreciation. The amount of this depreciation is not considered material because of the indefinite life of these assets and the trustees have invoked a true and fair override.

The land and buildings are held for charitable purposes rather than for their investment returns and hence are not regarded as investment properties.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023 (continued)

1 ACCOUNTING POLICIES (continued)

An annual review is made to establish any permanent diminution in the value of the properties.

Depreciation is provided on all other tangible fixed assets at rates calculated to write off the cost on a straight-line basis over their expected useful economic life as follows:

Farm machinery twenty years straight-line method Building improvements ten years straight-line method

TAXATION

The Soil Association Land Trust is a registered Charity and as such is exempt from taxation of its income and gains falling within part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992 to the extent that they are applied to its charitable objectives. No tax charge has arisen in the year.

CRITICAL ACCOUNTING ESTIMATES AND AREAS OF JUDGEMENT

Estimates and judgements 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 key area of judgement in these financial statements is the departure from the Companies Act 2006 requirement to depreciate tangible fixed assets in relation to the Charity’s buildings as described in the Tangible Fixed Assets accounting policy above.

2. INCOME FROM DONATIONS AND LEGACIES

Donations	Unrestricted Funds £ 23,373 23,373	2023 Total £ 23,373 23,373	Unrestricted Funds £ 23,568 23,568	Restricted Funds £ 20,000 20,000	2022 Total £000 43,568
					43,568

3. INCOME FROM OTHER TRADING ACTIVITIES

Income from charitable lettings Electricity generation income Commercial income	Unrestricted funds 2023 Total £ 60,408 10,657 24,183 95,248	Unrestricted funds 2022 Total £ 51,232 7,673 500
		59,405

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2023 (continued)

4. INVESTMENT INCOME

Bank interest	Unrestricted funds 2023 Total £ 1,312 1,312	Unrestricted funds 2022 Total £ 241
		241

5 EXPENDITURE ON CHARITABLE ACTIVITIES

Land Heritage Cluster Woodoaks Farm Development work	Unrestr. Funds £ 49,740 298,501 18,859 367,100	Restr. funds £ - 26,722 - 26,722	2023 Total £ 49,740 325,223 18,859 393,822	Unrestr. Funds £ 66,037 130,368 6,484 202,889	Restr. funds £ - 35,484 4,769 40,253	2022 Total £000 66,037 165,852 11,253
						243,142

Land Heritage Cluster are the farms donated at the forming of the Trust and include a residential holding, Southwood Lodge, and an 8 acre field in Dunkeld, Scotland.

6 ANALYSIS OF EXPENDITURE

Land Heritage Cluster Woodoaks Farm Development work	Support costs £ 1,395 (24,938) 529 (23,014)	Direct costs £ 48,345 350,161 18,330 416,836	2023 Total £ 49,740 325,223 18,859 393,822	Support costs £ 1,931 (58,178) 329 (55,918)	Direct costs £ 64,106 224,030 10,924 299,060	2022 Total £000 66,037 165,852 11,253
						243,142

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023 (continued)

7 SUPPORT AND GOVERNANCE COSTS

Land Heritage Cluster Woodoaks Farm Development work Support costs	Overhead charge from parent company Finance and legal Governance Total support costs Interco. debt write-off 2023 Total costs allocated 2022 Total costs allocated £ £ £ £ £ £ £ 870 5 520 1,395 - 1,395 1,931 6,300 37 3,770 10,107 (35,045) (24,938) (58,178) 330 2 197 529 - 529 329
	7,500 44 4,487 12,031 (35,045) (23,014) (55,918)

The basis for the allocation of support costs is direct expenditure on the areas of work and has been applied consistently in both this year and the prior year.

Governance costs are those incurred for compliance with constitutional and statutory requirements, such as the annual audit and trustees’ expenses.

The intercompany debt write-off relates to write-down of the historical debt owed by Soil Association Land Trust to Soil Association Limited. A joint working agreement has been put in place between the two organisations whereby Soil Association Limited will reduce the long-term debt by the amount the Land Trust invests in developing Woodoaks Farm. This is because the project is expected to deliver outcomes which will be of mutual benefit to Soil Association. The long-term intercompany debt owed by the Land Trust to Soil Association Ltd was fully written off at 31[st] March 2023 (2022: balance of £35,045). The total intercompany balance owed by the Land Trust to Soil Association Limited at 31[st] March 2023 is £21,422 (2022: £42,702), as disclosed in note 16.

8 STAFF COSTS, TRUSTEE REMUNERATION AND EXPENSES AND THE COST OF KEY MANAGEMENT PERSONNEL

The staff costs are borne by other group companies. The trustees neither received nor waived any emoluments during the year (2022: £Nil).

Two Trustees (2022: Two trustees) were reimbursed for expenses in the year as shown below. This includes out of pocket expenses reimbursed to trustees and expenses paid directly to third parties.

parties.
	2023	2022
	£	£
Travel	821	459
	==========	==========

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2023 (continued)

9 NET MOVEMENT IN FUNDS

	2023	2022
	£	£
Net movement in funds is stated after charging the following:
Auditor’s remuneration:
Audit fees	3,150	3,000
Depreciation of owned assets	10,813	10,380
	========	========

10 TANGIBLE FIXED ASSETS

TANGIBLE FIXED ASSETS
	Freehold
	land and	Building	Farm
	buildings	improvements machinery Total
	£	£	£	£
Cost or valuation
At 1 April 2022	5,862,239	25,000	157,591	6,044,830
Additions	-	17,346	-	17,346
	-----------------------	-----------------------	-----------------------	-----------------------
At 31 March 2023
	5,862,239	42,346	157,591	6,062,176
Depreciation
At 1 April 2022	-	5,000	61,754	66,754
Charge for year	-	2,934	7,879	10,813
	-----------------------	-----------------------	-----------------------	-----------------------
At 31 March 2023
	-	7,934	69,633	77,567
Net book value
At 31 March 2023	5,862,239	34,412	87,958	5,984,609
	============	===========	==========	===========
At 31 March 2022	5,862,239	20,000	95,837	5,978,076
	============	===========	==========	===========

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2023 (continued)

11DEBTORS
				2023	2022
				£	£
Trade debtors				33,700	26,621
Prepayments and accrued income				49,972	36,486
				-----------------------	-----------------------
				83,672	63,107
				==========	==========
12CREDITORS: AMOUNTS FALLING DUE	WITHIN ONE YEAR
				2023	2022
				£	£
Trade creditors				10,897	21,579
Amounts owed to group companies				10,196	42,715
Deferred income				895	895
Accruals				15,951	23,626
				-----------------------	-----------------------
				37,939	88,815
				==========	==========
Deferred income relates to rental income paid in advance.
Deferred income reconciliation:
				2023	2022
				£	£
At beginning of year				895	-
Income deferred in year				-	895
				----------------------	-----------------------
At end of year				895	895
				==========	==========
13TOTAL FUNDS
	Balance at				Balance at
	1	April			31 March
		2022	Income	Expend.	2023
		£	£	£	£
Unrestricted funds	6,928,247		119,933	(367,100)	6,681,080
Restricted funds	7,489		21,478	(26,722)	2,245
	---------------------------		-----------------------	-----------------------	-----------------------
Total funds	6,935,736		141,411	(393,822)	6,683,325
	============		==========	==========	===========

Restricted funds held at 31 March 2023 relate to restricted appeal income and restricted grant funding for work at Woodoaks Farm, including hedge planting.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2023 (continued)

----- Start of picture text -----
|||||| |---|---|---|---|---| |PRIOR YEAR TOTAL FUNDS| |Balance at|Balance at| |1 April|31 March| |Unrestricted funds|2021|Income|Expend.|2022| |£|£|£|£| |Unrestricted funds|7,047,922|83,214|(202,889) 6,928,247| |Restricted funds|-|47,742|(40,253)|7,489| |---------------------------|-----------------------|-----------------------|-----------------------| |Total funds|7,047,922|130,956|(243,142) 6,683,325| |============|==========|==========|===========| |NET ASSETS BY FUND| |Fixed Net current|Total| |assets assets|2023| |£|£|£| |Unrestricted funds|5,984,609|696,472|6,681,080| |Restricted funds|-|2,245|2,245| |---------------------------|----------------------- --------------------------| |Total funds|5,984,609|698,716|6,683,325| |============|========== ============| |PRIOR YEAR NET ASSETS BY FUND| |Fixed Net current|Total| |assets assets|2022| |£|£|£| |Unrestricted funds|5,978,076|950,171|6,928,247| |Restricted funds|-|7,489|7,489| |---------------------------|----------------------- --------------------------| |Total funds|5,978,076|957,660|6,935,736| |============|========== ============|

----- End of picture text -----

14 NET ASSETS BY FUND

15 CONTINGENT LIABILITY

The charitable company is registered under a group VAT scheme and jointly liable for the group VAT liability, which at the year-end amounted to £393,202 (2022: £403,334)

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2023 (continued)

16 RELATED PARTY TRANSACTIONS

Members of the Board of Trustees do not receive remuneration for the provision of their services as trustees of the Charity.

Total donations received from trustees in the year, including Gift Aid, were £18,750 (2022: £18,750).

Purchases from 3D Rural Surveyors Ltd, of which David Riddle is a director, totalled £39,395 inclusive of VAT (2022: £19,869). Amounts outstanding at 31 March 2023 on purchases made during the year were £nil incl. VAT (2022: £nil).

In the financial year a charge of £84,153 (2022: £80,065) was made from the ultimate parent undertaking to the Land Trust for staff costs and overheads.

Grant funding of £nil (2022: £4,769) was passed from the ultimate parent undertaking to the Land Trust in the year. Donation income of £nil (2022: £20,000) was passed from the ultimate parent undertaking to the Land Trust in the year in relation to a fundraising appeal to plant hedgerow at Woodoaks Farm. This income was restricted in the Land Trust’s accounts in the prior year and the balance of these restricted funds at 31 March 2023 was £1,125 (2022: £7,489).

In the prior year, the Land Trust and the ultimate parent undertaking came to an agreement whereby the long-term intercompany debt owed by Land Trust will be reduced by amounts which Land Trust invest in Woodoaks Farm and are agreed to be of mutual benefit to both organisations. An amount of £35,045 was written off the long-term debt during the year (2022: £64,926) and this long-term debt is now fully written off. The intercompany amount due from the Land Trust to the ultimate parent undertaking at 31 March 2023 was £21,422 (2022: £42,702).

Another group company, Soil Association Certification Limited, pays the Group’s net VAT liability to HMRC on behalf of all of the Group companies. The amount due to the Land Trust from Soil Association Certification in relation to this at 31 March 2023 was £11,226 (2022: £13).

17 ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The ultimate parent undertaking and controlling party is The Soil Association Limited, a charitable company registered in England and Wales. Its charitable registration number is 206862 and its company registration number is 00409726.

The Soil Association is a membership Charity campaigning for planet-friendly food and farming. It is the sole member of the Soil Association Land Trust and controls the Charity by virtue of its power to appoint or remove the majority of trustees.

The smallest and largest group which includes the charitable company, and for which group financial statements are prepared, is The Soil Association Limited. Copies of consolidated financial statements can be obtained from the charitable company’s registered office, Spear House, 51 Victoria Street, Bristol, BS1 6AD.

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023 (continued)

18 LESSOR OPERATING LEASE COMMITMENTS

The Charity as lessor.

At the year end the Charity had contracted with tenants, under non-cancellable operating leases, for the following future minimum lease payments:

	2023	2022
	£	£
Amounts receivable:
- within one year	30,637	33,832
- later than one year and not later than five years	43,823	51,418
- later than five years	9,593	21,025
	----------------------	--------------------
	84,053	106,274
	==========	=========

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011

The Soil Association Land Trust NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2023 (continued)

19 COMPARATIVE STATEMENT OF FINANCIAL ACTIVITIES

Note INCOME FROM: Donations and legacies 2 Grants Other trading activities 3 Investment income 4 Total income EXPENDITURE ON: Charitable Activities 5 Total expenditure Net (expenditure) / income and net movement in funds Reconciliation of funds: Total funds brought forward 13/14 Total funds carried forward 13/14	Unrestricted funds 2022 £ 23,568 - 59,405 241 83,214 202,889 202,889 (119,675) 7,047,922 6,928,247	Restricted funds 2022 £ 20,000 27,742 - - 47,742 40,253 40,253 7,489 - 7,489	Total Funds 2022 £ 43,568 27,742 59,405 241
			130,956
			243,142
			243,142

			(112,186)
			7,047,922
			6,935,736

Company Registration Number: 06259578 Registered Charity Number (In England and Wales): 1121011