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2024-03-31-accounts

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Soil Association Annual Report & Accounts 2023-24

Contents

Who We Are ...................................................................................................................................... 3 Chair’s Introduction ........................................................................................................................ 4 Trustees’ Report........................................................................................................................ 6 Chief Executive’s Introduction ...................................................................................................... 6 Charitable Objects ........................................................................................................................... 8 How This Report Was Compiled .................................................................................................. 9 Achievements for 2023-24 ................................................................................................... 10 Nature Friendly Farming and Forestry ....................................................................................... 10 Healthy and Sustainable Diets and Living ................................................................................. 11 Impact across Our Group ............................................................................................................ 14 Soil Association Certification ................................................................................................... 14 Soil Association Land Trust ...................................................................................................... 15 Soil Association Exchange ....................................................................................................... 16 Our Organisation ................................................................................................................... 17 Fundraising ...................................................................................................................................... 17 People .............................................................................................................................................. 18 Equality, Diversity & Inclusion (EDI) ............................................................................................ 19 Sustainability .................................................................................................................................. 20 Reputation....................................................................................................................................... 21 Digital .............................................................................................................................................. 22 Consideration of Trustees’ Responsibilities ............................................................................. 23 Financial review and results for the year .............................................................................25 Financial Review ........................................................................................................................... 25 Charity result 2023-24................................................................................................................. 25 Group result 2023-24 .................................................................................................................. 28 Reserves at 31 March 2024 ......................................................................................................... 29 Unrestricted funds and reserves ................................................................................................ 29 Restricted funds and reserves .................................................................................................... 30 Going Concern ............................................................................................................................. 30

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Significant Risks and Uncertainties ............................................................................................. 31 Structure and Governance .......................................................................................................... 32 Streamline Carbon and Energy Reporting ............................................................................... 36 Statement of Trustees’ Responsibilities .................................................................................... 38 Independent Auditor’s Report to the Trustees and Members of Soil Association Ltd .. 40 Financial Statements ............................................................................................................. 45 Consolidated Statement of Financial Activities ....................................................................... 45 Charity Statement of Financial Activities ...................................................................................47 Consolidated Balance Sheet ...................................................................................................... 48 Charity Balance Sheet .................................................................................................................. 49 Consolidated Statement of Cash Flows ................................................................................... 50 Charity Statement of Cash Flows ............................................................................................... 51 Notes to the Financial Statements ............................................................................................ 52 Reference and Administrative Details ................................................................................. 90

2 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Who We Are

The Soil Association is the charity that joins forces with nature for a better future.

Working with everyone to transform the way we eat, farm and care for our natural world, we build real solutions from the ground up.

Together, we are a force for nature.

Our Vision

Regeneration – a world with good health, in balance with nature and a safe climate restored for all.

Our Mission

To help everyone understand and explore the vital relationship between the health of soil, plants, animals and people.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Chair’s Introduction

Welcome to the annual report and accounts for 2024 where we highlight some of the fruits of an exceptionally busy and productive year. We continue to vigorously tackle a wide range of vital and urgent issues around food, health, climate and nature in pursuit of our charitable objectives.

We are experiencing some positive momentum around broader acceptance of the regenerative power of organic and agro-ecological approaches to improving soil health and biodiversity and to mitigating the effects of climate change. Nonetheless, it has been a challenging year, with ongoing environmental, political and economic turmoil impacting us all. Organic markets in the UK are growing, but many farmers, growers and producers are under real financial pressure. Despite increasing public scrutiny - and indeed anger - damage to our environmental and natural systems continues to be inflicted by overintensive farming and land use.

In this report you will find plenty of evidence of the Soil Association working to promote long term systemic innovative solutions that will deliver resilience and be fair to all. We are helping farmers find routes to improving the ecological and the financial health of their farms. We are working to ensure healthy and sustainable diets become the norm. We know that to achieve real and lasting impact we need to keep engaging effectively with citizens, communities, policymakers, other NGOs and companies that are genuinely trying to build their businesses on sustainable principles.

The financial statements which form part of this report show that our free financial reserves have reduced slightly this year to just under £1 million - which is at the bottom of the target range set by the trustees. The financial results can be confusing because of the year-to-year swings in revenues and costs of the various programmes, and one-off items, but the summary for this year is that we have just about balanced the books, although we have had to steward our limited resources very carefully, and have not been able to make some of the investment in capabilities that we had planned.

Accordingly, we continue to focus on generating more funding support – our fundraising team have had good success recently with trusts, foundations and corporate partners, and we have set up a Development board, to help build links with new philanthropic supporters. In time we hope that Soil Association Exchange will also be an important new source of funding for the charity, as our Certification business is today, as well as helping participants in the food and farming industry improve their financial resilience and environmental impact.

We are trying hard to ensure that the Soil Association is an inspiring and enjoyable place to work. Our staff are hard-working, committed and creative, and we are greatly appreciative of their effort and admiring of their substantial achievements this year. Thank you all. I am also very grateful to the board of trustees for the considerable expertise, time and energy they give freely to the organisation to ensure good governance.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

My final thanks go to all of you - without the outstanding support we get from our members, donors, volunteers, and partners all this would not be possible. Your contributions have been invaluable, enabling us to build together a more sustainable future for farming, food, and forestry in the UK.

Martin Nye, Chair of the Board of Trustees

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Trustees’ Report Chief Executive’s Introduction

The Soil Association can be a complex charity to fully understand because we work from soil to table, and from table back to soil, always seeking to put our shoulder to the areas of the food system where our knowledge and expertise will be most impactful. We are agile, yet also persistent; ambitious for change while understanding the real-world challenges people and businesses face; values centred yet endlessly curious and creative, open to new ideas that can build on our wisdom of ages.

As you will see in this annual review, we work with and through a range of allies to achieve our goals. We start where people are, and through our wide-ranging programmes, schemes and services, help them take the next steps towards a healthier, happier and more sustainable future. Increasingly, through initiatives like Soil Association Exchange, we are capturing data which demonstrates impact, helps us and others understand what is working well, and less well, and fuels our learning cycle. This evidence allows us to be a trusted partner for policy makers, encouraging them to put the right regulatory and economic frameworks in place, so that it’s easier for individuals and businesses to make the choices and investments that will allow humanity to thrive in harmony with nature.

This is not easy work, requiring a coherent and seamless support system for the farmers, foresters, progressive businesses and citizen leaders who carry so much responsibility, and so much risk, in pursuing the pathways to agroecology and healthy, sustainable diets for everyone. We made some big strides in developing and delivering this support system in 23/24, collaborating with our many friends and partners to enable us all to play our best role, without duplication of effort. We celebrated our 150th Field Lab, the farmer-led

research projects that are at the heart of our Innovative Farmers programme. And with our partners, The Woodland Trust, we hosted the UK’s first Agroforestry Show and were bowled over to have nearly 1400 farmers and foresters attending. Just two snippets from an action-packed year.

As ever, our vision and ambition exceed our resource, and while we perhaps should look back at the year with some satisfaction, there is always frustration that we cannot do more, and faster. Maybe it would be easier to rally resources if we portrayed ourselves through an emotional, one issue campaign … but we were founded on the premise of holism, to explore and explain the interconnections between the health of soils, plants, animals and people, so that reducing our cause to a captivating soundbite is both seemingly impossible, and in conflict with our heritage.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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So I thank the many funders and individuals who take the time to get to know us, to dig deep into our work and philosophy. Your preparedness to explore the breadth and depth of the range of issues that make up the food web, and to help us become ever more effective, is hugely appreciated. Every week, every month, I am astounded by the activities and impact of what is still a relatively small team, a team so motivated and hardworking, sometimes too hardworking! Many of them are young, fired up by the urgency and importance of our mission, and the part they can play in delivering it. They represent a generation whose lives will be shaped by the choices society makes this decade, and, judging by the numbers who apply for every position we recruit for, there are so many who want to actively play their part. Thank you to them, for their commitment and relentless hard work, and to all the members, supporters, trustees, funders and businesses who make their endeavours possible. I do hope you are encouraged by this annual report.

Helen Browning, Chief Executive

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Charitable Objects

The objects of the Charity are:

8 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

How This Report Was Compiled

The purpose of this report is to provide a comprehensive overview of the Soil Association Charity’s activities and performance throughout the fnancial year 2023-24.

The report will highlight:

In our impact and achievements section, this report is structured on a model that highlights the process of change relevant to our strategic goals, with points that correspond to our top-level impact in the wider world. This involves:

  1. Explore Ideas: Learning from the ground up with our stakeholder groups, and helping them to explore the potential of the values, activities and behavioural changes we promote

  2. Grow Support: Setting standards and advocating for political and financial support to meet them, bringing more people into the movement

  3. Grow Impact: Delivering change through solutions that regenerate our world, influencing farm, forest and supply chain practice and innovating in public sector catering

9 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Achievements for 2023-24

Nature Friendly Farming and Forestry

By working with farmers and foresters, we're boosting uptake of naturefriendly farming and ensuring high animal welfare standards; beyond the farm gate, we are raising awareness of the demand for sustainable food, and providing markets for nature-friendly farming produce. Meanwhile, we use our position as policy infuencers to advocate for sustainable practices on the main stage.

We’re calling for every farmer to be able to fnd resilient and proftable pathways to agroecological farming, and for forests and farm woodland to be managed regeneratively to bring abundant nature back into our farmed countryside.

Explore Ideas:

Grow Support:

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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“I’m glad to say I’ve just got our SFI (Sustainable Farming Incentive) application away and been successful in stacking plenty CS (Countryside Stewardship) options too. The compatibility of many of the SFI options with the organic CS options really makes a great combination so I’m grateful to the SA for your lobbying in this regard!” - Participating Farmer

Grow Impact:

Next year

We will work to make organic affordable, available, and accessible to everyone in society. The ‘Organic for All’ vision will leverage our unique role working across the sector to join the dots between consumers, policymakers, farmers, businesses, and communities to address challenges and collaborate on solutions.

Healthy and Sustainable Diets and Living

Our work to promote human health uses resources, networks and programmes to build a more resilient food system. We work across the UK, operating on the frontline with schools, nurseries, hospitals and communities.

We're campaigning for every child to have at least one healthy and sustainable meal every day (1.2 million meals that meet our sustainable catering standards are served daily across the UK already as a result of our work), and to equip people and communities to drive change in local food systems.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Explore Ideas:

Grow Support:

Grow Impact:

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Public Health-funded commissions continue to allow us to target areas where the need is highest.

“Food for Life has been working with Medway schools for eighteen months and it has been really inspiring seeing the positive impact the whole-school food programme has had so far. Schools have reported that Food for Life has put food, cooking and growing back on the agenda for them, especially after Covid-19. Pupils are trying new vegetables or fruit they’ve grown and cooked themselves, helping them to make healthy choices. Schools are building links with local farms and pupils are learning where food comes from and developing their food preparation skills. This all contributes towards a healthy school food culture.” - Medway Commissioner

Next year

We will support even more children and communities to access and enjoy healthy, sustainable meals through our Food for Life programme and Sustainable Food Places, tying into the opportunities presented by the Good Food Nation Act, including government support for a better food system. As part of this, we will trial a refreshed Food for Life offer for early-years settings in order to provide greater accessibility to all settings, whilst also piloting a new local Community Champions Award as part of our work in Walsall. As well as this, we will be supporting more places to become part of the Sustainable Food Places network, fostering connections for shared learning, and working with partners to amplify underrepresented voices and perspectives.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Impact across Our Group

A core part of our work delivering change through solutions that regenerate our world takes place through organisations we have created and continue to work closely with - Soil Association Certifcation, Soil Association Exchange, and the Soil Association Land Trust. Each of these parts of our group contribute to our ability to infuence and innovate on the ground, through farms, forests, supply chains and catering environments. Through them, we are increasing our ability to be dynamic and responsive to the challenges of today, growing profle and support for the causes we value and the people we work with both in the UK and globally.

Soil Association Certifcation is the UK’s leading organic certifer ofering a huge range of organic and sustainable certifcation schemes across food, farming, forestry, beauty & wellbeing, fashion & textiles and catering. Soil Association Certifcation Limited[1] business is a wholly owned subsidiary of Soil Association and, in that context, is committed to aligning with the Group strategic ambitions.

Achievements this year

1 Throughout the sub-section entitled “Soil Association Certification” any reference to ‘we’, ‘our’, ‘us’ or ‘SA Certification’ refers solely to Soil Association Certification, a wholly-owned but separate legal entity from the Soil Association Charity

14 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Next year

Soil Association Land Trust[2]

Soil Association’s Land Trust is a charity that preserves, conserves, and protects areas of countryside for the public beneft.

Achievements this year

2 Throughout the sub-section entitled “Soil Association Land Trust” any reference to ‘we’, ‘our’, ‘us’ etc. refers solely to Soil Association Land Trust, a separate legal and financial entity from the Soil Association Charity

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Next year

Soil Association Exchange[3]

Soil Association Exchange is an on-farm and online service aiming to become the industry standard for measuring, improving and rewarding the ecological performance of all UK farming. Exchange supports farmers to make changes on their farms and explore and reap the rewards of farming more sustainably.

Achievements this year

Next year

3 Throughout the sub-section entitled “Soil Association Exchange” any reference to ‘we’, ‘our’, ‘us’ etc. refers solely to Soil Exchange Limited, a separate legal and financial entity from the Soil Association Charity

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Our Organisation

Fundraising

Our Fundraising team continues to work hard to maintain our connections to grow our Soil Association movement of incredible members, donors and supporters who give to us and champion our cause.

How we fundraise

Achievements this year

17 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Next year

We have ambitious plans to grow income further now that we have a full team in place through a strategic events programme, as well as thanking and looking after existing donors. To support the plans to grow income further, the charity is committed to becoming more fundraising focussed by ensuring that we have better systems to support income generation, it is easy to support, more people know and understand us, and a strong fundraising culture is embedded in the Charity.

People

Our people are essential to our mission and our impact. By fostering a culture that values colleagues' engagement, development and wellbeing, we attract diverse, talented people and ensure they are supported to deliver our goals and our grounded, inclusive and nourishing culture.

The health and wellbeing of our colleagues is a top priority.

Achievements this year

“The Inclusive Action Group is an important space for open discussion. Having a meeting that is open to all, but without strict parameters, or the fear of being recorded, allows more meaningful discussion. It is important these continue as a way of ensuring people are not marginalised, raising awareness of issues that affect oneself and/or others, and building policies to protect against injustices.” - Soil Association Colleague

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Other areas of development this year:

Next year

Our new three-year strategic People Plan includes the following areas of focus:

Equality, Diversity & Inclusion (EDI)

Developing a diverse and inclusive culture is key to our work. Considering diverse needs and including an array of voices and perspectives into our decision-making processes creates a better working environment for our people, and through our work, benefts the organisation and society.

“Diversity is the secret to success in every area of the Soil Association's work. From diversity flows resilience, a better chance of responding to whatever shocks come our way, be they on the farm, in our forests, through our diets or in our businesses. To achieve that, we need diverse ways of thinking, of life experience; we need people from many different backgrounds around the table. For that to be possible, we must have an inclusive and fair culture, which respects and welcomes a range of perspectives, and which actively seeks out people who may not have had the opportunity or inclination to be part of our mission.” Helen Browning

Achievements this year

19 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Next year

We will begin implementing our new EDI Strategy to build on the progress made in recent years. Areas of focus for the future include:

Sustainability

Committed to promoting the health of people and planet through our work, we are taking actions to reduce the environmental impact of our activities and operations. Our targets will cumulatively improve our environmental performance and further embed organisation-wide sustainability.

Further insights into our sustainability record can be found in our Streamline Energy and Carbon Report on page 36, as well as summary points for next year.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Reputation

Building our reputation is a crucial way of increasing our reach and gaining support, by proving to the public that we are trustworthy and have expertise in the sectors that we work in.

Achievements this year

“The UK’s 1st Agroforestry Show was the pinnacle of our successful partnership with the Soil Association over the last decade, where together we have helped raise the profile and implementation of agroforestry across the UK. By bringing our respective knowledge and skills together we are enabling real change to take place and look forward to building on this with the next show in 2025.” – Helen Chesshire, Lead Farming Advocate, Woodland Trust

Next year

21 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Digital

Digital transformation ofers an invaluable opportunity to grow our infuence, engagement, and income. We are still in the early stages of our journey but have made important foundational progress this year.

Achievements this year

Next year

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Consideration of Trustees’ Responsibilities

Section 172 of the Companies Act 2006 requires the directors (who are the Soil Association Trustees) to act in the way they consider, in good faith, would be most likely to promote the success of the charity to achieve its charitable purposes. The Act states that in doing so, the directors should have regard, amongst other matters, to:

The likely consequences of any decision in the long term Soil Association’s strategic goals were developed as part of a long-term approach to improve access to information about climate change and choices that citizens, farmers, policymakers and businesses can make to counter it. We routinely review external developments and assess future trends to ensure that our plans can be adapted as needed to meet changing circumstances.

The interests of the company’s employees

Our colleagues are a vital part of the Soil Association group, whether they work within the Charity, Certification, or Exchange teams, or with one of our partner programmes. We regard regular engagement with them as a top priority, and our employee engagement levels are important to our progress.

The need to foster the company’s business relationships with suppliers, customers and others

We prioritise beneficial relationships with all our stakeholders, as well as our wider audience. They will continue as our reach grows through social media activity and member recruitment.

The impact of the company’s operations on the community and the environment

We recognise the importance of accountability and transparency to our community, members, and supporters and as such recognise that the way our activities affect the environment should be as transparent as possible. As such, we have compiled information on our environmental impact which can be found in the section entitled “Streamlined Energy and Carbon Reporting”. We also hold regular citizen panels to assess our impact on beneficiaries, with groups that span supporters and non-supporters.

The desirability of the company maintaining a reputation for high standards of business conduct

We are regulated by the Charity Commission as well as by the Fundraising Regulator, ensuring that our conduct remains close to both our organisational values and what our stakeholders expect from us. In recruitment, we ensure that everyone who meets the requirements for a position has equal opportunity and access to apply, and that applicants with criminal records are considered on their individual merits unless the posting is exempt from the Rehabilitation of Offenders Act 1974. In working practice, we also adhere to the actions set out in our Modern Slavery Statement so that our stakeholders and business partners can be assured that our conduct meets the high standards they would expect.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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The need to act fairly as between members of the company

The Soil Association is a member of the Fundraising Regulator and our relationship with our members follows its Code of Fundraising Practice, and we do not discriminate against people with characteristics protected under law as it applies in England, Wales, Scotland and Northern Ireland. We also take all reasonable steps to treat our members and donors fairly, so that they can make an informed decision about any membership subscription or donation.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Financial review and results for the year

Financial Review

The Consolidated Statement of Financial Activities and Consolidated Balance Sheet incorporate the fnancial performance of The Soil Association Limited (the “Charity”), Soil Association Certifcation Limited (“SA Certifcation”), SA Sales and Services Limited (“SASS”), The Soil Association Land Trust (the “Land Trust”) and Soil Exchange Limited (“Exchange”) – collectively we refer to these entities as the “Group”.

Both the Charity and consolidated Group Statement of Financial Activities and Balance Sheet are presented in these accounts.

Charity result 2023-24

The parent Charity, Soil Association Limited, made a surplus of £158k in 2023/24 (2022/23: defcit of £1,947k), which splits into an unrestricted surplus of £237k and a restricted defcit of £79k. The unrestricted surplus was after the £690k one-of release of a creditor; without this, the unrestricted result would have been a £453k defcit.

Unrestricted funds are those that Charity Trustees may spend as they see fit in the delivery of the Charity’s objectives. Restricted funds are those that must be spent according to the funder’s wishes in delivery of the Charity’s objectives. The restricted result can vary significantly from year to year due to timing differences between the receipt or accrual of grant income and expenditure on delivering programmes.

Charity income

The parent Charity receives income from fundraising, membership, contracts and grants and also benefits from the donation of profits from trading subsidiaries SA Certification and SASS, which are included in the Charity Statement of Financial Activities under ‘investment income’.

Total Charity income in 2023-24 was £8,148k, an increase of £846k on the prior year income of £7,302k.

Unrestricted income totalled £4,323k (2023: £3,592k) and made up 53% of total income (2023: 49%).

Restricted income totalled £3,825k (2023: £3,710k), with the majority given to the Charity to fund specific programmes of work.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

The Charity benefits from a range of unrestricted income streams:

Restricted income was made up of £3,405k of grant income (2023: £3,310k) and £420k of restricted donation income (2023: £400k). The Charity runs and contributes to a significant number of funded programmes each year that deliver impact against our charitable objectives. In 2023/24 some of the largest were Innovative Farmers, Sustainable Food Places, Food For Life Scotland and Food For Life Get Togethers as well as Horizon Europe funded AI4SoilHealth, Agroecology-TRANSECT and NBSoil.

Charity expenditure

Charity expenditure was £7,999k in 2023/24, down from £9,242k in the prior year. £690k of the decrease was due to the release of a creditor for the repayment of grant funding received from Homes England. See note 7 on page 62 for more information. Excluding this, Charity expenditure was down £553k on the prior year, with a £424k increase in unrestricted expenditure being offset by a £977k decrease in restricted expenditure.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Charity Balance Sheet at 31 March 2024

The net assets of the Charity increased by £158k from £6,021k at 31 March 2023 to £6,179k at 31 March 2024.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Group result 2023-24

The Group Statement of Financial Activities includes the Charity income and expenditure as above plus the total income and total expenditure from trading subsidiaries, after removal of intercompany transactions.

The Group made a deficit of £141k in 2023/24, which splits into an unrestricted surplus of £40k and a restricted deficit of £181k. The prior year result was a deficit of £2,219k, made up of an unrestricted deficit of £859k and a restricted deficit of £1,360k.

Total Group turnover in 2023/24 was £21,508k, up from £18,548k in the prior year. Within ‘income from charitable activities’, turnover from SA Certification was up £1,236k to £12,075k and Exchange turnover, earned in Soil Exchange Limited and SASS, was up £925k to £1,772k. The remaining turnover from SASS, largely from Corporate Partnership income, is shown under income from ’other trading activities and was up £532k to £692k due to a high value corporate partnership secured in the last quarter and a year’s income invoiced up front. The Land Trust’s income is shown as restricted income and is made up of a combination of donations and legacy income, grant income, contract income and income from other trading activities.

Total Group expenditure in 2023/24 was £21,658k, up from £20,760k in the prior year with increased expenditure in both Certification and Exchange cost of sales as well as in the cost of other trading activities.

Group Balance Sheet at 31 March 2024

Total net assets of the Group at 31 March 2024 were £12,603k, down from £12,744k at 31 March 2023.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Reserves at 31 March 2024

At 31 March 2024, the total funds held by the Group were £12,603k, down from £12,744k at 31 March 2023. Total funds at 31 March 2024 were made up of £3,703k unrestricted funds and £8,900k restricted funds.

Unrestricted funds and reserves

----- Start of picture text -----
Total Group reserves
£12,603k
Total unrestricted
funds £3,703k
Total restricted
funds £8,900k
----- End of picture text -----

Unrestricted funds and reserves increased to £3,703k at the end March 2024 from £3,663k the previous year.

The 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 our Group business model. Free unrestricted reserves are those amounts readily available to support charitable activities in the event of unexpected reductions in income, cost increases and to provide a source of funds for planned investment in future years. The Group deems its unrestricted free reserves to be total unrestricted funds less designated funds less unrestricted pledged donations where the cash has not yet been received. The Trustees review the appropriate level of free reserves regularly and, taking into account the current impact of inflation and income risk, consider that free reserves should be in the range of £775k to £1,500k.

At the end of March 2024, the Group’s free reserves were £932k (2023: £993k) which is within the range set by Trustees.

The Soil Association’s reserves are generated by and held for the benefit of the Soil Association Charity and its trading subsidiaries SA Certification and SASS. Soil Exchange

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Limited currently has negative unrestricted reserves as it is a new company and is not yet making a profit, but it has sufficient cash reserves to support itself for the following year.

Restricted funds and reserves

Restricted funds and reserves decreased to £8,900k at the end of March 2024 from £9,081k at the end of March 2023, due to a combination of spend from restricted project funds where the grant income was received or recognised in advance, and a defcit in the Land Trust in the year, which is treated as restricted in the Group accounts.

The £8,900k of restricted funds comprise the net assets of the Land Trust, of which £5,972k relates to land, buildings and machinery, and £2,321k of grant funding received or receivable by the Charity for future expenditure on restricted projects as directed by funders.

Going Concern

The Trustees have reviewed the ability of the Charity and the Group to continue as a going concern and noted no material uncertainties that would mean it would be inappropriate to prepare the accounts on a going concern basis.

They have therefore continued to adopt the going concern basis in the preparation of the Group and Charity accounts. In making this judgment the Trustees have had regard to the following:

The Charity holds £932k in unrestricted free reserves at March 2024, providing a buffer against unforeseen adverse financial performance.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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The Trustees, through the Audit & Risk Committee, oversee a formal risk management process, regularly reviewing the risks the Group faces, prioritising them and, where possible, identifying means of mitigating them.

The most significant risks and uncertainties facing the Soil Association Group are:

Financial risk

Though UK inflation has now decreased, the recent high rates significantly increased our underlying cost base.

We have seen income from charitable donations hold up well despite the economic challenges, thanks to our loyal supporter base and innovative projects attracting new funding. However, our unrestricted income is not increasing in line with costs.

The new UK Government brings opportunity and uncertainty in equal measure, and the continued tightening of public sector finances may cause the Government to reduce or de-prioritise funding into those areas currently aligned with and funding aspects of our and our partners’ charitable work, whether public health, education, farming or the wider environment.

The organic sector is growing, but the sector remains under pressure. Supply chain problems and intense pressure on margins are expected to result in the loss of some organic producers, impacting SA Certification income.

Much of our forestry income within SA Certification is overseas, in parts of the world that did not experience the recent high level of UK inflation, and increasing fees on this work has been challenging. However, some of our cost base relating to this part of our business is based in the UK, and the costs have increased significantly.

Exchange is a new business, innovating within an emerging market. We are contracting with many large UK businesses that are excited about the work we are doing, but as with any new business, we are unable to forecast future income or profit levels with much certainty.

The Group benefits from a diverse mix of income streams, so we are not over-reliant on one source of funding and, in particular, the Charity is not currently relying on any profit donations from Exchange. The impact of inflation over the last couple of years has meant the Charity’s free reserves have decreased, but levels are within the range set by Trustees to provide a reasonable level of security. If the Charity does experience a material and sustained reduction in revenue, the impact of which cannot be accommodated within reserves, the Charity can flex its cost base by reducing headcount. Equity in the head office building could also be realised, through a sale or increased borrowing.

Reputational risk

We recognise that if our reputation is significantly damaged then fewer people will trust us, our income will be impacted, or our opinion no longer respected.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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We actively mitigate this risk across the Group through brand and communications management, supported by well-established values and agreed behaviours to support them. We monitor traditional and social media coverage for any emerging issues.

We continue to strengthen our processes, including our due diligence approach to funding and the way we review evidence to ensure accurate publication of information. Issues, such as recent challenges to our involvement in Salmon farming, are dealt with through targeted action. Longer-term opportunities, like the wider adoption of Organic, are advanced through brand planning and activation.

Cyber security

As with all organisations, we are vigilant to the continuous threat of a cyber attack and the impact it would have on our work, much of which is now digital. We are working towards Cyber Essentials accreditation in the coming year, to ensure that our digital systems remain robust and resilient.

People risk

Our teams continue to work exceptionally hard to deliver impact for the world, despite limited resources. Employee turnover is comparable with the market average, but the loss of specialist skills from within small teams can have a considerable impact on our work. Our pay and benefits are comparable with the market, and we continue to engage with our people to ensure the Soil Association is an inspiring and enjoyable place to work.

Our work is as vital and urgent as it has ever been. Interest in food security, the health of populations, and solutions to tackle the climate and nature crises is growing, making the ongoing work and positioning of the Soil Association relevant during these challenging times, giving us renewed confidence in our collective mission.

Structure and Governance

The Charity is a charitable company limited by guarantee, incorporated in England and Wales and registered as a charity in England and Wales and with the Ofce of the Scottish Charity Regulator. It is governed by its Articles of Association.

Group Entities

The Charity operates the following wholly owned subsidiaries:

The purpose of SA Certification is to independently provide a range of organic and sustainable certification schemes across food, farming, catering, beauty, fashion, textiles and forestry, and to generate a profit to support the charity.

The purpose of Soil Exchange (trading as Soil Association Exchange) is to enable farmers to reap the rewards of farming more regeneratively. The business operated within SASS in

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

2022-23 and it moved into the new company during 2023-24. Still in its infancy, it is hoped Soil Exchange will generate profits to support the Charity.

SASS raises funds for the Charity through fundraising activities such as sponsorship and commercial partnerships.

The Charity is sole member of the Soil Association Land Trust Limited, a separate charity. By virtue of this control, Soil Association Land Trust is deemed to be a subsidiary of the Charity, but the funds are kept separately.

In this report, the accounts include the income, expenditure, assets and liabilities of the charity, all its subsidiaries and Soil Association Land Trust whenever the statements are referred to as ‘consolidated’ or ‘group’. For more detailed information about any of these Group entities, the individual company accounts are filed annually with Companies House and, in the case of Soil Association Land Trust, also with the Charity Commission for England and Wales.

Board of Trustees

The governing body of the Charity is the Board of Trustees that meets six times per year. The Board consists of eight to twelve trustees, who are unpaid volunteers and the directors for the purposes of company law. The Trustees may be appointed by the Charity’s members or directly by the Board of Trustees for a term of up to four years, and a trustee may ordinarily serve a maximum of two terms, with a third term possible only if the Board determine it to be in the best interests of the Charity. The Board elects a Chair for a term up to three years, which may be renewed once.

Under the guidance of its Trustee Recruitment and Succession Committee, the Charity assesses the skills and experience it requires on the Board of Trustees and when vacancies arise candidates are sought who meet these requirements. The Charity advertises opportunities to join the Board of Trustees using a variety of methods including features in its members’ magazine, posting vacancies on its website and using specialist trustee recruitment services. Applications received are reviewed by the Trustee Recruitment and Succession Committee and short-listed candidates are invited to meet with members of the Committee. The Committee will then recommend potential trustees to the Board, with the full Board responsible for making the appointments.

An induction process exists for newly appointed Trustees which includes meeting with senior managers of the Charity and its subsidiaries to learn about their operation, attendance at key committees and boards, as well as the opportunity to visit beneficiaries of the Charity and see our work on the ground.

The Charity provides directors’ and officers’ indemnity insurance which covers the trustees, directors of subsidiary companies and any other member of staff of the Group.

Committees and Boards

Trustee Recruitment and Succession Committee

This executive committee consists of the Vice-Chair, one to two other Trustees, the Group Chief Executive and an external member skilled in trustee recruitment. It has

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

33

delegated authority from the Board of Trustees to oversee the identification, selection and nomination of candidates for appointment as trustees and is actively working to increase the diversity of the Board and Committees.

Audit and Risk Committee

This executive committee consists of three to four Trustees and an external member skilled in financial management. It has delegated authority from the Board of Trustees to review the effectiveness of the Charity’s risk management processes, financial and sustainability reporting and systems of internal control.

Remuneration Committee

This executive committee consists of two to three Trustees and two non-executive directors from the Charity’s trading subsidiary, SA Certification. It has delegated authority from the Board of Trustees to oversee policies relating to the remuneration and employment terms of employees.

Farmer and Grower Board

This advisory board consists of representatives elected from organic producers. The Soil Association consults with the Board on a range of topics relevant to producers. One Trustee attends this board to ensure its views are fed to the Board of Trustees.

Standards Board

This advisory board consists of lay representatives and experts drawn from industry sectors in which the Soil Association operates. The Board is chaired by an independent lay member. The role of the Standards Board is to provide independent oversight of the integrity of the Soil Association’s standards and to make recommendations for their improvement to the Board of Trustees.

Subsidiary Boards

Each subsidiary trading company has its own Board of Directors consisting of at least one of the Charity’s Trustees, which is responsible for the running of the company. Soil Association Land Trust has its own Board of Trustees, which includes the Soil Association Group Chief Executive.

Executive Team

The day-to-day running of the Charity is delegated to and undertaken by the Group Chief Executive and the Charity Managing Director, under a scheme of delegation agreed with the Board of Trustees. The Group Chief Executive leads the Group Leadership Team consisting of the Charity Managing Director, the Group Resources Director and the Chief Executives of SA Certification and Exchange.

Pay setting for key management personnel

The Trustees consider the Group Chief Executive and director level appointments within the charity and its trading subsidiaries’ teams are the key management personnel of the Group. The pay of these employees is determined by the Group Leadership Team with

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

34

oversight from the Remuneration Committee and the relevant subsidiary boards. Starting pay levels for these senior roles are determined using a combination of the Group’s career level assessment, internal benchmarking of comparative roles and assessment of the external job market. Pay progression is reviewed annually and normally increased in line with the standard pay award given to all other employees.

How we secure funding

Soil Association supporters can be assured that we are registered with the Fundraising Regulator and we comply with the regulatory standard for fundraising.

We fundraise by submitting applications to grant-giving trusts, by partnering with companies to deliver joint benefits, by securing donations and gifts-in-wills from individuals and members. Our fundraising from supporters takes the form of funding appeals, and direct asks; face-to-face, by letter and by email.

Last year, we used Ethicall telemarketing agency to deliver telemarketing campaigns to fundraise and reactivate lapsed or cancelled members. We always ensure that any agency we use to assist us with our fundraising is fully accredited with the relevant industry bodies and registered with the Fundraising Regulator. We expect them to also observe the highest standards in terms of fundraising practice and deliver the most sustainable and ethical business practices.

The fundraising, supporter development and citizen marketing team – an in-house team of 21 fundraisers – are familiar with, and work in accordance with, the Fundraising Regulator’s code of practice. The team keep abreast of new fundraising trends and practices, always ensuring that the interest of the supporter is at the heart of all we do.

Our focus is to strive for all supporters to have the very best giving experience when they support the work of the Soil Association, and we work hard using up-to-date policies, procedures and informal training to look after the needs of vulnerable people. This financial year we received no complaints about our fundraising. All donors are given the opportunity to update their preferences in how we communicate with them. They can contact us by phone, post or email to change their preferences at any time, and all of our emails offer a one-click unsubscribe option to facilitate easy change of preferences. We also update our records whenever we are notified of undelivered mail, or if we are notified by an official institution such as a bank that a member is deceased. Everyone we contact has the opportunity to remove themselves from future communications and we are committed to carefully monitoring the content and frequency of our approach to individuals.

On our website there are easy to find policies, including: privacy policy, complaints, safeguarding, our approach to GDPR, whistleblowing and our supporter promise.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Streamline Carbon and Energy Reporting

We calculate our energy reporting in line with the requirements of the Companies Act 2006 and this report details the information for 2023-24 the energy and carbon reporting obligations under the Companies (Directors’ Report) Regulations 2018. The Soil Association Group undertakes this calculation to support our environmental management and is not currently defned as a large unquoted company under the Act .

The energy and carbon use being reported upon is for the Soil Association Group excluding:

Methodology

In 2023-24 the Soil Association Group had two principal sources of energy consumption and carbon emissions:

Data has been captured from employee expense claims, fuel card purchases and car hire invoices. Because of the large number of different vehicles used, assumptions had to be made about the vehicle size/type for calculating the carbon emissions of some vehicles. Other travel methods such as air and rail journeys are being monitored but are not currently reported. The UK Government Greenhouse gas reporting: conversion factors for 2023 has been used to provide the required conversion rates. In the last financial year, a new part of the organisation - Soil Association Exchange, has been incorporated into the reporting. The data captured from this part of the Group has been included in this year’s reporting.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Emissions statistics comparison

2023-24 2022-23 2021-22
Bristol HQ
Energy consumption used to
calculate emissions (kWh)
155,825
160,983
175,557
Emissions from combustion of
gas (kgCO2e)
11,724 11,404 18,075
Emissions from purchased
electricity (kgCO2e)
18,781 18,879 16,322
Total emissions from gas and
electricity (kgCO2e)
30,504 30,283 34,397
Emission from water (supplied
and waste) (kgCO2e)
177 227 Not measured in
last year’s report
Net internal area (NIA) of ofce
(m2)
1,276 1,276 1,276
Intensity ratio (total kgCO2e per
m2 of ofce NIA)
24 24 27
Business travel
Soil Association Certifcation
Limited (kgCO2e)
58,768 61,836 34,924
Soil Association Limited (kgCO2e) 30,509 27,761 14,012
Soil Association Exchange
(kgCO2e)
1,092 n/a n/a
Total emissions from business
travel (kgCO2e)
90,369 89,597 48,936
Average full time equivalent (FTE)
employees in 2023-24
321 311 277.1
Intensity ratio (total kgCO2e per
FTE employee from business
travel)
281 288 177
Total gross emissions

37 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

2023-24 2022-23 2021-22
Emissions from Bristol HQ and
business travel (kgCO2e)
121,100 120,107 83,333

Current practice and next year

The Soil Association is continually making improvements to the environmental practices within the organisation.

We source our electricity from Good Energy, a supplier who matches 100% of the electricity we use with power they generate at their own renewable energy farm or power they buy from independent renewable generators.

Further improvement in the building’s energy efficiency has been incorporated into the strategic three-year planning.

Current organic and forestry certification regimes require physical inspections at client sites. Often these sites are in rural or out of town locations that cannot be easily accessed by public transport, and in the case of forestry a significant number of clients are overseas necessitating air travel. The fleet vehicle contracts are due to be renewed in the next 12 months and is a project relating to introducing hybrid vehicles instead of petrol, and potentially an employee EV vehicle scheme.

Exchange technicians also have to physically attend sites to undertake visits, but these technicians only undertake travel within a 100 mile radius of their home to reduce travel and emissions. Again, public transport is recommended where available to use.

For other UK business travel in the Soil Association Group, we operate a travel hierarchy that encourages online meetings, but when not possible we encourage the use of public transport and car sharing.

Statement of Trustees’ Responsibilities

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

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 the Group and of the incoming resources and application of resources, including the income and expenditure of the Group for that period. In preparing these financial statements, the trustees are required to:

38 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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, the Charities and Trustee Investment (Scotland) Act 2005 and the Charities Accounts (Scotland) Regulations 2006 (as amended). They are also responsible for safeguarding the assets of the Charity and the Group 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 are responsible for the maintenance and integrity of the corporate and financial information included on the Charity's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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 Group 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.

Auditor

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

The Report of the Trustees prepared under the Charities Act 2011, which also contains all information required in a Directors’ report by the Companies Act 2006, and the incorporated Strategic Report prepared under the Companies Act 2006, were approved by the Board of Trustees on 23[rd] September 2024 and signed on behalf of the Trustees by:

Martin Nye

Chair of the Board of Trustees

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Independent Auditor’s Report to the Trustees and Members of Soil Association Ltd

Opinion

We have audited the financial statements of Soil Association Ltd (the ‘parent charitable company’) and its subsidiaries (the ‘group’) for the year ended 31 March 2024 which comprise the Consolidated Statement of Financial Activities, the Charity Statement of Financial Activities, the Consolidated and Charity Balance Sheets, the Consolidated and Charity Cash Flow Statements 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:

Basis for opinion

We have been appointed auditor under section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005, section 151 of the Charities Act 2011 and under the Companies Act 2006 and report in accordance with regulations made under those Acts.

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 parent 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.

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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 or parent 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.

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:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent charitable company and their 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’ annual report.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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We have nothing to report in respect of the following matters where the Companies Act 2006, the Charities Act 2011and the Charities Accounts (Scotland) Regulations 2006 (as amended) require us to report to you if, in our opinion:

Responsibilities of trustees

As explained more fully in the statement of trustees’ responsibilities set out on page 38 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 group’s and parent 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 group or parent charitable company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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 group audit engagement team:

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, Charities and Trustee Investment (Scotland) Act 2005, the parent charitable company’s governing document and tax legislation. We performed audit procedures to detect non-compliances 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 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 most significant laws and regulations that have an indirect impact on the financial statements are those in relation to ongoing accreditations with International Organic and Sustainable Accreditation, United Kingdom Accreditation Service and Assurance Services International, fundraising regulations and GDPR compliance. We performed audit procedures to inquire of management whether the company is in compliance with these law and regulations and inspected correspondence with licensing or regulatory authorities.

The group audit engagement team identified the risk of management override of controls and income recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included

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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, testing a sample of invoices, funding agreements and donations around year end to confirm cut-off, and agreeing a sample of invoices raised and income recognised in the year to source contracts, funding agreements, and other donation and legacy documentation.

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 exclusively to the members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, and to the charitable company’s trustees, as a body, in accordance with section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and regulation 10 of the Charities Accounts (Scotland) Regulations 2006 (as amended) and the Charities Act 2011. Our audit work has been undertaken so that we might state to the members and the charitable company’s trustees 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, its members as a body, and its trustees 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 3 December 2024

RSM UK AUDIT LLP is eligible to act as an auditor in terms of section 1212 of the Companies Act 2006

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Financial Statements

Consolidated Statement of Financial Activities

(incorporating a consolidated income and expenditure account) for the year ended 31 March 2024

Unrestricted Restricted Total Total
funds funds funds funds
Note 2024 2024 2024 2023
(restated*)
£000 £000 £000 £000
INCOME FROM:
Donations and legacies 2 1,439 519 1,958 2,155
Charitable activities 3 15,175 3,569 18,744 16,140
Other trading activities 4 722 57 779 239
Investment income 5 24 3 27 14
----------------------- ----------------------- ----------------------- -----------------------
Total income 17,360 4,148 21,508 18,548
=========== =========== =========== ==========
EXPENDITURE ON:
Raising funds 1,066 3 1,069 897
Charitable activities 6 16,802 4,326 21,128 18,897
Release of creditor 7 (690) - (690) -
Other trading activities 151 - 151 966
----------------------- ----------------------- ----------------------- -----------------------
Total expenditure 9 17,329 4,329 21,658 20,760
=========== =========== =========== ==========
Net gain / (loss) on investments 15 9 - 9 (7)
----------------------- ----------------------- ----------------------- -----------------------
Net expenditure
and net movement in funds 40 (181) (141) (2,219)
=========== =========== =========== ==========

45 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Consolidated Statement of Financial Activities (continued)

Unrestricted Restricted Total Total
funds funds funds funds
Note 2024 2024 2024 2023
£000 £000 £000 £000
RECONCILIATION OF FUNDS
Total funds brought forward 3,663 9,081 12,744 14,963
----------------------- ----------------------- ----------------------- -----------------------
Total funds carried forward 22 3,703 8,900 12,603 12,744
=========== =========== =========== ===========

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Charity Statement of Financial Activities

(incorporating an income and expenditure account) for the year ended 31 March 2024

----- Start of picture text -----
||||||| |---|---|---|---|---|---| |Unrestricted|Restricted|Total|Total| |funds|funds|funds|funds| |Note|2024|2024|2024|2023| |£000|£000|£000 £000| |INCOME FROM:| |Donation and legacies|2|1,439|420|1,859|2,132| |Charitable activities|3|1,811|3,405|5,219|4,853| |Other trading activities|4|30|-|30|12| |Investment income|5|1,043|-|1,043|305| |-----------------------|-----------------------|-----------------------|-----------------------| |Total income|4,323|3,825|8,148|7,302| |===========|==========|===========|==========| |EXPENDITURE ON:| |Raising funds|1,066|3|1,069|897| |Charitable activities|6|3,719|3,901|7,620|8,345| |Release of creditor|7|(690)|-|(690)|-| |-----------------------|-----------------------|----------------------- ------------------------| |Total expenditure|9|4,095|3,904|7,999|9,242| |===========|===========|=========== ===========| |Net gain / (loss) on investments|15|9|-|9|(7)| |-----------------------|-----------------------|-----------------------|---------------------| |Net income / (expenditure)| |and net movement in funds|237|(79)|158 (1,947)| |==========|===========|===========|==========| |RECONCILIATION OF FUNDS| |Total funds brought forward|3,621|2,400|6,021|7,968| |-----------------------|-----------------------|----------------------- ---------------------------| |Total funds carried forward|22|3,858|2,321|6,179|6,021| |==========|==========|========== ===========|

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

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements.

47 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Consolidated Balance Sheet

As at 31 March 2024

As at 31 March 2024
2024 2024 2023 2023
Note £000 £000 £000 £000
FIXED ASSETS
Intangible assets 13 211 318
Tangible assets 14 9,164 9,244
Investments
15 152 143
----------------------- -----------------------
9,527 9,705
CURRENT ASSETS
Debtors 16 6,746 5,529
Cash at bank and in hand 5,791 5,271
----------------------- -----------------------
12,537 10,800
CREDITORS: Amounts falling due
within one year 17 (8,139) (6,304)
----------------------- -----------------------
NET CURRENT ASSETS 4,398 4,496
----------------------- -----------------------
TOTAL ASSETS LESS CURRENT
LIABILITIES 13,925 14,201
CREDITORS: Amounts falling due
after more than one year 18 (1,322) (1,457)
----------------------- -----------------------
NET ASSETS 12,603 12,744
=========== ==========
FUNDS AND RESERVES
Unrestricted funds:
Designated funds 21 2,791 2,470
General unrestricted funds 912 1,193
---------------------- -----------------------
3,703 3,663
Restricted funds 22 8,900 9,081
----------------------- -----------------------
TOTAL FUNDS 22 12,603 12,744
=========== ==========

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements.

These financial statements were approved by the Board of Trustees on 23[rd] September 2024 and signed on their behalf by:

Martin Nye, Chair of the Board of Trustees

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

48

Charity Balance Sheet

for the year ended 31 March 2024

2024 2024 2023 2023
Note £000 £000 £000 £000
FIXED ASSETS
Intangible assets 13 50 112
Tangible assets 14 3,195 3,263
Investments 15 152 143
---------------------- -----------------------
3,397 3,518
CURRENT ASSETS
Debtors 16 3,683 3,363
Cash at bank and in hand 1,601 2,434
---------------------- -----------------------
5,284 5,797
CREDITORS: Amounts falling due
within one year 17 (1,180) (1,837)
---------------------- -----------------------
NET CURRENT ASSETS 4,104 3,960
----------------------- ----------------------
TOTAL ASSETS LESS CURRENT 7,501 7,478
LIABILITIES
CREDITORS: Amounts falling due
after more than one year 18 (1,322) (1,457)
----------------------- -----------------------
NET ASSETS 6,179 6,021
=========== ==========
FUNDS AND RESERVES
Unrestricted funds:
Designated funds 21 2,633 2,268
General unrestricted funds 1,225 1,353
---------------------- -----------------------
3,858 3,621
Restricted funds 22 2,321 2,400
----------------------- -----------------------
TOTAL FUNDS 22 6,179 6,021
=========== ==========

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements.

These financial statements were approved by the Board of Trustees on 23[rd] September 2024 and signed on their behalf by:

Martin Nye , Chair of the Board of Trustees

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

49

Consolidated Statement of Cash Flows

for the year ended 31 March 2024

Note
Net cash infow / (outfow) from operating activities
23
Cash fows from investing activities:
Cash receipts from sale of investments
Purchase of investments
Purchase of software, plant and equipment
Cash outfows from fnancing activities:
Repayments of borrowing
Interest paid on borrowing
Increase / (decrease) in cash and cash equivalents
in the year
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
23
2024
£000
729


-
-
(27)
(27)


(131)
(51)
(182)
520

5,271
5,791
2023
£000
(2,277)
87
(120)
(99)
(132)
(168)
(57)
(225)
(2,634)
7,905
5,271

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

50

Charity Statement of Cash Flows

for the year ended 31 March 2024

Note
Net cash infow / (outfow) from operating activities
23
Cash fows from investing activities:
Cash receipts from sale of investments
Purchase of investments
Purchase of software, plant and equipment
Cash outfows from fnancing activities:
Repayments of borrowing
Interest paid on borrowing
Increase / (decrease) in cash and cash equivalents
in the year
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
23
2024
£000
(632)


-
-
(19)
(19)


(131)
(51)
(182)
(833)

2,434
1,601
2023
£000
(1,220)
87
(120)
(2)
(35)
(168)
(57)
(225)
(1,480)
3,914
2,434

The accompanying notes on pages 52 to 89 are an integral part of the consolidated financial statements

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

51

for the year ended 31 March 2024

Notes to the Financial Statements

1. Accounting Policies

Basis of preparation

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 Limited 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 thousand pounds.

Preparation of the accounts on a going concern basis

The Trustees have reviewed the ability of the Charity and the Group to continue as a going concern and noted no material uncertainties that would mean it would be inappropriate to prepare the accounts on a going concern basis. They have therefore continued to adopt the going concern basis in the preparation of the group and Charity accounts.

In reviewing the going concern basis, the Trustees have considered the going concern assessments made by the subsidiaries and the cashflow forecasts and budgets up to September 2025 for all Group companies. Furthermore, the Trustees have considered the likely requirements for maintaining reserves across the group, liquidity expectations given the already secured longer-term mortgage borrowing and contingency requirements. More detail on this review can be found in the Trustees’ report on page 30.

Company status

The Charity is a company limited by guarantee. 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.

Designated funds are unrestricted funds of the Charity which the Trustees have decided at their discretion to set aside to use for a specific purpose.

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

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

52

  1. Accounting policies (continued)

Group fnancial statements

The financial statements consolidate the results of the Charity and other Group entities listed on pages 32 and 33 on a line-by-line basis. Intra-group income and expenditure transactions are eliminated on consolidation.

Income

Income is recognised when the Charity has entitlement to the funds, any performance conditions attached to the items of income have been met, it is probable that the income will be received, and the amount can be measured reliably.

Financial instruments

The group 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.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

53

1. Accounting policies (continued)

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 is classified under the following activity headings:

Employee Benefts

The costs of short-term employee benefits are recognised as a liability and an expense. The holiday year for Soil Association Group ends at the reporting date and employees were entitled to carry forward up to 5 days of any unused holiday entitlement for a full time employee (pro-rated for part-time employees) at the reporting date. The cost of any unused entitlement is recognised in the period in which the employee’s services are received.

The group contributes to money purchase schemes to which employees also contribute. The amount charged to the SOFA is the contribution payable in the year. The Group has no other pension liabilities.

Allocation of support costs

Support costs are those functions that assist the work of the Charity but do not directly undertake charitable activities. These costs have been allocated between the cost of raising funds and expenditure on charitable activities. The basis on which support costs have been allocated is set out in note 11.

Intangible fxed assets

Goodwill is calculated as the difference between the fair value of the consideration on the acquisition of a business and the fair value of the identifiable assets and liabilities. Software is initially recorded at cost and subsequently measured at cost less amortisation and impairment.

Amortisation is calculated so as to write off the cost of an intangible fixed asset, less its estimated residual value, over the useful economic life of that asset as follows:

Goodwill seven years straight-line method Software three to eight years straight-line method

The net book value of goodwill is reviewed annually for any significant change in useful life or residual value.

54

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

1. Accounting policies (continued)

Tangible fxed assets and depreciation

Tangible fixed assets are capitalised and included at cost including any incidental expenses of acquisition, net of depreciation and any provision for impairment.

Donated assets are included in the balance sheet at their fair value at the date of the gift and also included in the SOFA as an incoming resource.

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

Freehold buildings Leasehold improvements

fifty years straight-line method evenly over the lease term

Building improvements ten to twenty years straight-line method Office equipment: Fixtures and fittings five to ten years straight-line method Office equipment: IT network hardware five to eight years straight-line method Office equipment: other IT equipment three years straight-line method Machinery: renewable energy systems twenty years straight-line method

The Companies Act 2006 requires tangible fixed assets to be depreciated over a finite period. The Trustees of the Soil Association Land Trust Limited consider that the freehold land and buildings held by the trust have an infinite life, and residual values to be high enough to ensure that there is no significant annual depreciation. 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.

Impairments

Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the SOFA.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

55

1. Accounting policies (continued)

Fixed asset investments

Investments in the group are held to generate income or for their investment potential. They are stated at market value at the balance sheet date. The SOFA includes the net gains and losses arising on revaluations and from disposals throughout the year.

In the Charity balance sheet, investments in subsidiaries are also included, stated at the cost of the nominal value of the shares issued.

Debtors

Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Creditors

Creditors are recognised where the Charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors are normally recognised at their settlement amount after allowing for any trade discounts used.

Termination payments

The best estimate of the expenditure required to settle an obligation for termination benefits, is recognised immediately as an expense, when the Group is demonstrably committed to terminate the employment of an employee, or to provide termination benefits.

Finance and operating leases

Where assets are financed by leasing agreements that give rights approximating to ownership ("finance leases"), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable during the lease term. The corresponding leasing commitments are shown as obligations to the lessor. Lease payments are treated as consisting of capital and interest elements, and the interest is charged to the SOFA in proportion to the remaining balance outstanding. All other leases are “operating leases” and the annual rentals are charged to the SOFA on a straight-line basis over the lease term.

Foreign currencies

Monetary 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 the transaction. Exchange differences are taken into account in arriving at the surplus.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

56

1. Accounting policies (continued)

Taxation

The Soil Association Limited and Soil Association Land Trust Limited are registered charities and as such are exempt from taxation of their 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 charges have arisen in the year.

The profits of the following subsidiaries of the Charity are subject to corporation tax. However, no tax charge will arise as any taxable profits will be donated to the Charity.

It is the intention that some profits of Soil Exchange Limited, when they arise in the future, will be donated to the Charity and some will be retained in the company to support its growth. Any profits retained will be subject to corporation tax.

Provision for deferred taxation is made in the subsidiary companies at the appropriate rates in respect of all material timing differences only to the extent that, in the opinion of the trustees, there is a reasonable probability that an asset or liability will crystallise in the foreseeable future.

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 judgements made in these financial statements are considered to be:

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

57

2. Income from Donations and Legacies

Group

Donations
Legacies
Membership
Unrestricted
Funds
£000
558
94
787
1,439
Restricted
funds
£000
443
76
-
519
2024
Total
£000
1,001
170
787
1,958
Unrestricted
Funds
£000
564
377
791
1,732
Restricted
funds
£000
423
-
-
423
2023
Total
£000
987
377
791
2,155

Charity

Donations
Legacies
Membership
Unrestricted
Funds
£000
558
94
787
1,439
Restricted
funds
£000
420
-
-
420
2024
Total
£000
978
94
787
1,859
Unrestricted
Funds
£000
564
377
791
1,732
Restricted
funds
£000
400
-
-
400
2023
Total
£000
964
377
791
2,132

58

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

3. Income from Charitable Activities

Group

Contract and
consultancy
income
Certifcation
income
Exchange
income
Grants
receivable
Unrestricted
Funds
£000
1,328
12,075
1,772
-
15,175
Restricted
funds
£000
68
-
-
3,501
3,569
2024
Total
£000
1,396
12,075
1,772
3,501
18,744
Unrestricted
Funds
(restated*)
£000
1,099
10,839
847
-
12,785
Restricted
funds
£000
24
-
-
3,331
3,355
2023
Total
(restated*)
£000
1,123
10,839
847
3,331
16,140

Charity

Contract and
consultancy
income
Subsidiary
licence fees
Grants
receivable
Unrestricted
Funds
£000
1,328
483
-
1,811
Restricted
funds
£000
-
-
3,405
3,405
2024
Total
£000
1,328
483
3,405
5,216
Unrestricted
Funds
£000
1,099
444
-
1,543
Restricted
funds
£000
-
-
3,310
3,310
2023
Total
£000
1,099
444
3,310
4,853

59 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

4. Income from Other Trading Activities

Group

Royalty
income
Rental
income
Sundry
income
Other
trading
income
Unrestricted
Funds
£000
6
1
23
692
722
Restricted
funds
£000
-
49
8
-
57
2024
Total
£000
6
50
31
692
779
Unrestricted
Funds
(restated*)
£000
5
-
3
160
168
Restricted
funds
£000
-
60
11
-
71
2023
Total
(restated*)
£000
5
60
14
160
239

Charity

Royalty
income
Rental
income
Sundry
income
Unrestricted
Funds
£000
6
1
23
30
Restricted
funds
£000
-
-
-
-
2024
Total
£000
6
1
23
30
Unrestricted
Funds
£000
5
4
3
12
Restricted
funds
£000
-
-
-
-
2023
Total
£000
5
4
3
12

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

60

5. Investment Income

Group

Group
Bank interest
Dividends
Charity
Gift Aid from
subsidiaries
Bank interest
Dividends
Unrestricted
Funds
£000
24
-
24
Unrestricted
Funds
£000
1,031
12
-
1,043
Restricted
funds
£000
3
-
3
Restricted
funds
£000
-
-
-
-
2024
Total
£000
27
-
27
2024
Total
£000
1,031
12
-
1,043
Unrestricted
Funds
£000
12
1
13
Unrestricted
Funds
£000
297
7
1
305
Restricted
funds
£000
1
-
1
Restricted
funds
£000
-
-
-
-
2023
Total
£000
13
1
14
2023
Total
£000
297
7
1
305

61 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

6. Expenditure on Charitable Activities

Group

Farming and
land use
transition
Healthy and
sustainable
diets
Certifcation
costs
Exchange
costs
Unrestricted
Funds
£000
1,449
2,264
11,580
1,509
16,802
Restricted
funds
£000
2,036
2,290
-
-
4,326
2024
Total
£000
3,485
4,554
11,580
1,509
21,128
Unrestricted
Funds
£000
1,286
2,205
10,158
846
14,495
Restricted
funds
£000
1,831
3,417
-
-
5,248
2023
Total
(restated*)
£000
3,117
5,622
10,158
846
19,743

2022/23 accounts. This has now been restated as expenditure on charitable activities.

Charity

Farming and
land use
transition
Healthy and
sustainable
diets
Unrestricted
Funds
£000
1,455
2,264
3,719
Restricted
funds
£000
1,611
2,290
3,901
2024
Total
£000
3,066
4,554
7,620
Unrestricted
Funds
£000
1,286
2,205
3,491
Restricted
funds
£000
1,437
3,417
4,854
2023
Total
£000
2,723
5,622
8,345
  1. Release of Creditor

At 31st March 2023, a £790k creditor was held on the Group and Charity Balance Sheet in respect of the potential repayment of grant funding received from Homes England for the development of the Gasworks site in Bristol as the Soil Association HQ. An agreement was reached in 2023/24 to repay £100k of the funding in full settlement of the liability, therefore the balance of £690k was able to be released. As the original ‘loss on disposal’ of the Gasworks site was accounted for as unrestricted expenditure in 2015/16, the release has been treated as a credit to unrestricted expenditure in 2023/24.

62

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

  1. Staff Numbers and Costs, Trustee Remuneration and Expenses and the Cost of Key Management Personnel
Group 2024 2023
No. No.
Restated*
----------------------- -----------------------
Average number of employees during the year:
Fundraising 27 21
Farming and land use transition 55 46
Healthy & sustainable diets 82 92
Certifcation 204 189
Exchange 11 11
--------------------- -----------------------
379 359
========== ===========
*The prior year headcount has been increased by 11 due to an error on consolidation in
2022/23.
The aggregate payroll costs were as follows: £000 £000
Wages and salaries 11,595 10,568
Social security costs 1,198 1,075
Pension costs 489 438
--------------------- -----------------------
13,282 12,081
========== ==========
Charity 2024 2023
No. No.
----------------------- -----------------------
Average number of employees during the year:
Fundraising 24 21
Farming and land use transition 55 46
Healthy & sustainable diets 82 92
--------------------- -----------------------
161 159
========== ==========
2024 2023
The aggregate payroll costs were as follows: £000 £000
Wages and salaries 5,202 4,852
Social security costs 529 498
Pension costs 225 207
----------------------- -----------------------
5,956 5,557
=========== ==========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

63

  1. Staff Numbers and Costs, Trustee Remuneration and Expenses and the Cost of Key Management Personnel (continued)

Redundancy and termination payments

Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Statutory redundancy payments 28 4 28 4
Other termination payments 54 21 38 1
---------------------- ----------------------- ---------------------- ----------------------
82 25 66 5
========== ========== ========== ==========

Of the above, £16,000 of statutory redundancy and other termination payments were accrued at 31 March 2024 and paid post year end (2023: £1,000).

Amounts outstanding at the year end in relation to defined contribution pension schemes:

Group
Charity
Unrestricted
Funds
£000
74
34
Restricted
funds
£000
3
3
2024
Total
£000
77
37
Unrestricted
Funds
£000
61
27
Restricted
funds
£000
8
8
2023
Total
£000
69
35

The number of higher paid staff whose employee benefits (excluding employer pension contributions) exceeded £60,000 in the year was as follows:

Group Group Charity Charity
2024 2023 2024 2023
No. No. No. No.
£60,001 to £70,000 4 2 1 2
£70,001 to £80,000 4 1 2 -
£80,001 to £90,000 1 1 - 1
£90,001 to £100,000 1 2 1 -
£110,001 to £120,000 2 - - -
---------------------- --------------------- ----------------------- ----------------------
12 6 4 3
========== ========== =========== ==========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

64

  1. Staff Numbers and Costs, Trustee Remuneration and Expenses and the Cost of Key Management Personnel (continued)
Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Contributions to defned contribution pension
schemes for the above higher paid staf
amounted to 40 15 12 8
======= ======= ======= ======

The Trustees neither received nor waived any emoluments during the year (2023: £nil). Expenses incurred by 2 Trustees (2023: 5), either out of pocket expenses reimbursed to Trustees or paid directly to third parties, were as follows:

Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Travel & subsistence and event attendance - 3 - 3
========= ========= ========= ========

Key Management Personnel

The key management personnel of the parent Charity comprise the Trustees, Group Chief Executive Officer, Group Resources Director, Charity Managing Director, Director of Communications, Programmes Director, Director of Development and Policy and Strategy Director. The total employee benefits (including employers National Insurance and pension contributions) of the key management personnel of the Charity were £482,000 (2023: £546,000)

The key management personnel of the group comprise those of the Charity and those of its wholly owned subsidiaries Soil Association Certification Limited and the Soil Exchange Limited. The key management personnel of Soil Association Certification are the Chief Executive Officer, Commercial and Marketing Director, Director of Certification (Food, Textiles & Beauty), Farming and Operations Services Director, Director of Forestry and Head of Climate & Landscape. The key management personnel of Soil Association Exchange is the Chief Executive Officer. In total the employee benefits of the key management personnel of Soil Association Certification Limited and Soil Association Exchange totalled £608,000 (2023: £419,000 restated).

The total employee benefits of key management personnel for the Group were therefore £1,090,000 (2023: £965,000 restated).

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

65

9. Analysis of Expenditure

Group

Group
Fundraising
Farming and land use
transition
Healthy and sustainable
diets
Creditor release
Certifcation costs
Exchange costs
Other trading activities
Support
costs
£000
84
199
311
-
-
-
-
594
Direct
costs
£000
985
3,286
4,243
(690)
11,580
1,509
151
21,064
2024
Total
£000
1,069
3,485
4,554
(690)
11,580
1,509
151
21,658
Support
costs
£000
62
136
307
-
-
-
-
505
Direct
costs
(restated*)
£000
835
2,981
5,315
-
10,158
846
120
20,255
2023
Total
£000
897
3,117
5,622
-
10,158
846
120
20,760
Charity
Fundraising
Farming and land use
transition
Healthy and sustainable
diets
Creditor release
Support
costs
£000
84
199
311
-
594
Direct
costs
£000
985
2,867
4,243
(690)
7,405
2024
Total
£000
1,069
3,066
4,554
(690)
7,999
Support
costs
£000
62
136
307
-
505
Direct
costs
£000
835
2,587
5,315
-
8,737
2023
Total
£000
897
2,723
5,622
-
9,242

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

66

10. Net Expenditure for the Year

This is stated after charging / (crediting):

Group 2024 2023
£000 £000
Auditor’s remuneration:
Audit of consolidated annual accounts 17 16
Audit of the accounts of subsidiaries 29 19
Accounting and tax compliance services 20 7
Other non-audit services 35 28
Interest payable 51 57
Foreign exchange losses 25 11
Depreciation of owned assets 99 108
Amortisation 115 101
Operating lease rentals - land and buildings 27 27
Operating lease rentals - other 44 51
========== ==========
Charity 2024 2023
£000 £000
Auditor’s remuneration:
Audit of charity’s annual accounts 17 16
Accounting and tax compliance services 4 3
Other non-audit services (3) 3
Interest payable 51 57
Foreign exchange (gains) / losses 7 (8)
Depreciation of owned assets 87 94
Amortisation 62 74
Operating lease rentals - land and buildings 27 27
Operating lease rentals - other 11 12
========== ==========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

67

  1. Support Costs

Group and Charity

People
Premises
Finance
IT
Governance
£000
£000
£000
£000
£000
Fundraising
19
27
46
72
8
Farming and
land use
transition
44
70
103
162
19
Healthy and
sustainable
diets
66
120
153
242
27
Support
costs
129
217
302
476
54
Costs recharged to Group entities
Total support costs
People
Premises
Finance
IT
Governance
£000
£000
£000
£000
£000
19
27
46
72
8
44
70
103
162
19
66
120
153
242
27
Total support
costs
Recovered
from
programmes
2024
Total
costs
allocated
2023
Total
costs
allocated
£000
£000
£000
£000
172
(88)
84
62
398
(199)
199
136
608
(297)
311
307
129
217
302
476
54
1,178
(584)
594
505
1,316
2,494

The basis for the allocation of support costs, being the number of staff, 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 professional fees and trustees’ expenses plus an allocation of staff time.

  1. Taxation

Group and Charity

The Charity 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. This also applies to the Soil Association Land Trust, which is also a charity.

The profits of the following wholly owned subsidiaries of the Charity are subject to UK corporation tax, however no UK corporation tax charge will arise as any taxable profits will be gift aided to the Charity:

68

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

12. Taxation (continued)

It is the intention that some profits of Soil Exchange Limited, when they arise in the future, will be donated to the Charity and some will be retained in the company to support its growth. Any profits retained will be subject to corporation tax.

13. Intangible Assets

Group
Software Goodwill Total
£000 £000 £000
Cost
At 1 April 2023 1,092 2,050 3,142
Additions 8 - 8
----------------------- ----------------------- ----------------------
At 31 March 2024 1,100 2,050 3,150
----------------------- ----------------------- -----------------------
Amortisation
At 1 April 2023 774 2,050 2,824
Charge for the year 115 - 115
----------------------- ----------------------- ----------------------
At 31 March 2024 889 2,050 2,939
----------------------- ----------------------- -----------------------
Net book value
At 31 March 2024 211 - 211
========== ========== ==========
At 31 March 2023 318 - 318
========== ========== ==========
Charity Software
£000
Cost
At 1 April 2023 and 31 March 2024 366
-----------------------
Amortisation
At 1 April 2023 254
Charge for the year 62
-----------------------
At 31 March 2024 316
-----------------------
Net book value
At 31 March 2024 50
==========
At 31 March 2023 112
==========

Amortisation is included in support costs in the SOFA and split between costs of fundraising, farming and land use transition and healthy and sustainable diets based on headcount (see note 11).

69

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

  1. Tangible Fixed Assets

Group

Leasehold / Machinery
Freehold land building and ofce
and buildings improvements equipment Total
£000 £000 £000 £000
Cost
At 1 April 2023 9,248 55 564 9,867
Additions - - 19 19
----------------------- ----------------------- ----------------------- ----------------------
At 31 March 2024 9,248 55 583 9,886
----------------------- ----------------------- ----------------------- ----------------------
Depreciation
At 1 April 2023 239 16 368 623
Charge for year 50 7 42 99
----------------------- ----------------------- ----------------------- ----------------------
At 31 March 2024 289 23 410 722
----------------------- ----------------------- ----------------------- ----------------------
Net book value
At 31 March 2024 8,959 32 173 9,164
========== ========== ========== ==========
At 31 March 2023 9,009 39 196 9,244
========== ========== ========== ==========

Group freehold land and buildings represents our Bristol Head Office plus the farms owned by Soil Association Land Trust.

70 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

14. Tangible Fixed Assets (continued)

Charity

Freehold land Leasehold Ofce
and buildings improvements equipment Total
£000 £000 £000 £000
Cost
At 1 April 2023 3,386 12 409 3,807
Additions - - 19 19
----------------------- ----------------------- ----------------------- ----------------------
At 31 March 2024 3,386 12 428 3,826
----------------------- ----------------------- ----------------------- ----------------------
Depreciation
At 1 April 2023 239 8 297 544
Charge for year 50 3 34 87
----------------------- ----------------------- ----------------------- ----------------------
At 31 March 2024 289 11 331 631
----------------------- ----------------------- ----------------------- ----------------------
Net book value
At 31 March 2024 3,097 1 97 3,195
========== ========== ========== ==========
At 31 March 2023 3,147 4 112 3,263
========== ========== ========== ==========

Charity freehold land and buildings represents our Bristol Head Office.

71 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

15. Fixed Asset Investments

Group and Charity

Listed investments 2024 2023
£000 £000
Market value at start of year 143 117
Additions in year - 120
Disposals in year - (87)
Revaluation gain / (loss) 9 (7)
---------------------- ----------------------
Market value at end of year 152 143
========== ==========
Group and Charity
2024 2023
£000 £000
Historic cost at 31 March 138 136
========== ==========
2024 2023
£000 £000
Unrealised gains at 31 March 14 7
========== ==========

In line with the preferred treatment of the Charities Statement of Recommended Practice, fixed asset investments have been revalued to their market value at 31 March 2024. The above relates to listed investments which have no restrictions imposed upon them.

Charity

Equity investment in group undertakings £ Cost and net book value at 1 April 2023 and 31 March 2024 105 ==========

The Charity owns the whole of the issued ordinary share capital of Soil Association Certification Limited (Company Registration Number 00726903), SA Sales and Services Limited (Company Registration Number 02313146), and Soil Exchange Limited (Company Registration Number 14575685) which are incorporated in the UK.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

72

15. Fixed Asset Investments (continued)

Soil Association Land Trust Limited (Co. No. 06259578), limited by guarantee, registered charity number 1121011, is deemed to be a subsidiary of the Soil Association Limited by virtue of control.

All of these entities have the same registered office as the Soil Association Limited.

The Charity also has indirect ownership of the whole of the issued share capital of Certagrosilva S.L. (NIF B72473143), which is incorporated in Spain and is fully owned by Soil Association Certification Limited. The company’s registered address is RSM Spain, Street Entença, number 325 – 335, 1st floor, 08029 Barcelona, Catalonia, Spain.

The principal activity of both Soil Association Certification Limited and Certagrosilva S.L. is that of a certification body, granting licences to trade.

The principal activity of Soil Exchange Limited is providing a digital platform that enables all farmers to benefit from farming sustainably. It measures, improves and then rewards farmers for more sustainable practice.

SA Sales and Services Limited (SASS) works with corporate partners on affinity schemes and sponsorship of Soil Association work and sells advertising space in Soil Association magazines and at Soil Association organised events. During the year, a proportion of the Exchange business continued to be conducted through SASS. The remaining Exchange contracts in SASS are expected to be completed in the first quarter of 2024/25.

The principal activities of Soil Association Land Trust Limited are that of the preservation, conservation and protection of the countryside for the public benefit.

Soil Association Certification Limited and SASS distribute most of their taxable profits, net of taxable losses brought forward from previous years to the Soil Association Limited, as Gift Aid distributions.

73 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

15. Fixed Asset Investments (continued)

A summary of subsidiary trading results is shown below:

Income statement /
Donations
Legacies
Income from sales
Grants receivable
Turnover
Cost of sales
Gross proft / (loss)
Administration
expenses
Other income
Interest receivable
Net proft / (loss)
Gift Aid payable
Retained in
subsidiaries
Balance sheet
Fixed assets
Current assets
Current liabilities
Long-term liabilities
Net assets /
(liabilities)
SA Certifcation
Certagrosilva S.L.
£000
£000
Statement of fnancial
-
-
-
-
12,247
-
102
-
12,349
-
(6,037)
(76)
6,312
(76)
(5,947)
-
12
2
-
-
377
(74)
(377)
-
-
(74)
163
-
5,497
24
(5,628)
(114)

-
-
32
(90)
SA Sales and
Services
£000
activities
-
-
1,409
-
1,333
(776)
536
(7)
-
28
654
(654)
-
-
1,111
(1,084)
-
27
Soil Exchange
£000
-
-
820
216
1,036
(1,096)
(60)
(60)
-
-
(120)
-
(120)
-
1,741
(1,861)
-
(120)
SA. Land Trust
£000
23
76
125
104
328
(432)
(104)
-
-
3
(101)
-
(101)
5,972
699
(89)
-
6,582
2024
Total
£000
23
76
14,601
422
15,122
(8,417)
6,705
(6,014)
14
3
736
(1,031)
(295)
6,135
9,072
(8,776)
-
6,431
2023
Total
£000
24
11,837
125
11,986
(7,382)
4,604
(4,584)
5
1
26
(296)
(270)
6,193
6,432
(5,899)
-
6,726

74 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

16. Debtors

Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Trade debtors 4,506 3,409 348 252
Amounts owed by subsidiary undertakings
-
- 1,759 1,431
Prepayments and accrued income 2,240 2,120 1,576 1,680
----------------------- ----------------------- ----------------------- ----------------------
6,746 5,529 3,683 3,363
=========== ========== ========== ==========
  1. Creditors: Amounts Falling Due Within One Year
Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Bank loan 135 131 135 131
Trade creditors 1,027 918 289 344
Accruals and deferred income 4,022 2,452 583 393
Other taxes and social security 1,062 656 138 143
Other creditors 1,893 2,147 35 826
----------------------- ----------------------- ----------------------- ----------------------
8,139 6,304 1,180 1,837
========== ========== ========== ==========

Deferred income reconciliation (included with accruals and deferred income above)

Group Group Charity Charity
2024 2023 2024 2023
Restated*
£000 £000 £000 £000
At beginning of year 1,713 1,359 - 8
Provided during year 2,990 1,713 - -
Released during year (1,702) (1,359) - (8)
---------------------- ---------------------- ---------------------- --------------------
3,001 1,713 - -
========== ========== ========== =========

*Group deferred income provided in the prior year and held at prior year end has been restated as the deferred income held in one of the trading subsidiaries was excluded in error.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

75

17. Creditors: Amounts Falling Due Within One Year (continued)

Deferred income relates to:

18. Creditors: Amounts Falling Due After More Than One Year

Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Bank loans:
Secured bank loans (falling due in one-two years)
140
136 140 136
Secured bank loans (falling due in two-fve years)
449
434 449 434
Secured bank loans (falling due after fve years) 733 887 733 887
------------------- ----------------------- --------------------- ----------------------
1,322 1,457 1,322 1,457
========= ========== ========== ==========

The bank loans are secured on our Bristol Head Office, a freehold property purchased in 2016-17, which has a carrying value of £3,097,000 at 31 March 2024 (2023: £3,147,000). The terms of the security provide for the lender to claim title to the property in the event of a default of principal and interest payments.

The loan financing comprises of two secured loans as follows:

19. Contingent Liabilities

Group and Charity

The charitable group is registered under a group VAT scheme and all group companies, with the exception of Soil Exchange Limited, are jointly liable for the group VAT Liability, which at the year-end amounted to £586,000 (2023: £393,000).

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

76

  1. Leasing Commitments

At the year end, the total future minimum lease payments and amounts receivable under non-cancellable operating leases are as follows:

Amounts payable:

2024 2024 2023 2023
Group Land and Other Land and Other
buildings buildings
£000 £000 £000 £000
- within one year 3 43 14 44
- later than one year and not later
than fve years - 36 - 74
---------------------- ----------------------- ----------------------- ----------------------
3 79 14 118
========== ========== ========== ========
2024 2024 2023 2023
Charity Land and Other Land and Other
buildings buildings
£000 £000 £000 £000
- within one year 3 11 14 11
- later than one year and not later
than fve years - 36 - 26
--------------------- ---------------------- ---------------------- ----------------------
3 47 14 37
========== ========== ========== ==========
Amounts receivable:
Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Land and Buildings
- within one year 39 31 - -
- later than one year and not later
than fve years 52 44 - -
- later than fve years 6 9 - -
---------------------- ---------------------- ---------------------- ----------------------
97 84 - -
========== ========== ========== ==========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

77

21. Designated Funds

Group

Transfers from
Balance at income and Balance at
31 Mar expenditure 31 Mar
2023 account 2024
£000 £000 £000
Fixed asset fund 2,120 (39) 2,081
Bank loan covenant fund 350 - 350
Corporate partnership income received
in advance of project delivery
- 360 360
----------------- ------------------- -------------------
Total designated funds 2,470 321 2,791
======== ========= =========
Charity
Transfers from
Balance at income and Balance at
31 Mar expenditure 31 Mar
2023 account 2024
£000 £000 £000
Fixed asset fund 1,918 5 1,923
Bank loan covenant fund 350 - 350
Corporate partnership income received
in advance of project delivery
- 360 360
---------------- ----------------- -----------------
Total designated funds 2,268 365 2,633
======= ======== ========

The designated funds represent the following:

Fixed asset fund: This fund represents the amount of our unrestricted reserves which are held as tangible and intangible fixed assets, including the HQ building. These assets are required for operational activities and are therefore not considered part of the Group’s readily available free reserves. The fund is reduced by bank loan repayments due in more than one year as these would be repaid were the HQ building sold. The less than oneyear bank loan repayments are not deducted as if a decision was taken to sell the HQ building, mortgage payments would still have to made while the sale went through. This fund will be designated for the life of the assets included in it, reduced by the depreciation charge and increased by mortgage repayments.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

78

21. Designated funds (continued)

Bank loan covenant fund: a condition of our mortgage is that we maintain free reserves of a minimum of £350k, so by designating these funds we are reflecting that these funds are not freely available for expenditure. These funds will be designated until both longterm loans are fully repaid in September 2034.

Corporate partnership income received in advance of project delivery: SA Sales & Services Limited’s profit donation of £654k included annual income from a major corporate partner which was paid in advance, but is linked to delivery by the Soil Association Charity over the calendar year January to December 2024. We are choosing to designate the proportion of this income which relates to delivery that will take place in 2024/25 as it is not considered to be part of the Group’s unrestricted free reserves.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

79

22. Total Funds

Group

At 31 Mar Unrealised At 31 Mar
2023 Income Expend gains 2024
£000 £000 £000 £000 £000
Unrestricted funds 3,663 17,360 (17,329) 9 3,703
---------------- ---------------- ---------------- ---------------- ----------------
Restricted funds:
SA Land Trust 6,683 331 (432) - 6,582
Farming and land use transition:
NEIRF – Agroforestry Carbon Code - 17 (17) - -
The Prince of Wales’s Charitable Fund 250 - (150) - 100
Other 872 1,659 (1,305) - 1,226
---------------- ---------------- ---------------- ---------------- ----------------
Total Farming and land use transition 1,122 1,737 (1,533) 1,326
---------------- ---------------- ---------------- ---------------- ----------------
Healthy and sustainable diets:
The National Lottery Community
Fund – Food For Life Get Togethers
428 - (356) - 72
The National Lottery Community
Fund and Esmée Fairbairn Foundation 688 885 (973) - 600
- Sustainable Food Places phase three
The National Lottery Community
Fund – Covid-19 Emergency Funding
139 - (139) - -
Other 11 845 (743) - 113
---------------- ---------------- ---------------- ---------------- ----------------
Total Healthy and sustainable diets 1,266 1,730 (2,211) - 785
---------------- ---------------- ---------------- ---------------- ----------------
Esmée Fairbairn Core Funding - 350 (150) - 200
Fundraising 10 - (3) - 7
---------------- ---------------- -------------------- ---------------- ----------------
Total restricted funds 9,081 4,148 (4,329) - 8,900
------------------ ------------------ -------------------- ------------------- ------------------
Total funds 12,744 21,508 (21,658) 9 12,603
========= ========= ========= ========= =========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

80

22. Total funds (continued)

Group prior year

At 31 Transfer
Mar Unrealised between At 31 Mar
2022 Income Expend losses funds 2023
£000 £000 £000 £000 £000 £000
Unrestricted funds 4,522 14,698 (15,485) (7) (65) 3,663
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Restricted funds:
SA Land Trust 6,864 141 (394) - 72 6,683
Farming and land use transition:
NEIRF – Agroforestry Carbon Code - 80 (80) - - -
The Prince of Wales’s Charitable Fund 498 - (248) - - 250
Other 461 1,478 (1,060) - (7) 872
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Total Farming and land use transition 959 1,558 (1.388) - (7) 1,122
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Healthy and sustainable diets:
The National Lottery Community
Fund – Better Care
11 - (11) - - -
The National Lottery Community
Fund – Food For Life Get Togethers
1,286 - (858) - - 428
The National Lottery Community
Fund and Esmée Fairbairn Foundation 858 1,149 (1,319) - - 688
- Sustainable Food Places phase three
The National Lottery Community
Fund – Covid-19 Emergency Funding
185 - (46) - - 139
Other 132 1,012 (1,133) 11
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Total Healthy and sustainable diets 2,472 2,161 (3,367) - - 1,266
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Esmée Fairbairn Core Funding 102 - (102) - - -
Samworth Foundation - Citizen
Insight & Digital Transformation
19 - (19) - - -
Fundraising 25 (10) (5) - - 10
---------------- ---------------- -------------------- ---------------- ---------------- ----------------
Total restricted funds 10,441 3,850 (5,275) - 65 9,081
------------------ ------------------ -------------------- ------------------- ---------------- ------------------
Total funds 14,963 18,548 (20,760) (7) - 12,744
========= ========= ========= ========= ========= =========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

81

22. Total funds (continued)

Charity

Balance at Balance at
31 Mar Unrealised 31 Mar
2023 Income Expenditure losses 2024
£000 £000 £000 £000 £000
Unrestricted funds 3,621 4,323 (4,095) 9 3,858
Restricted funds 2,400 3,825 (3,904) - 2,321
----------------- ---------------- ---------------- ----------------- -----------------
Total funds 6,021 8,148 (7,999) 9 6,179
======== ======== ======== ======== ========

Charity prior year

Balance at Balance at
31 Mar Unrealised 31 Mar
2022 Income Expenditure losses 2023
£000 £000 £000 £000 £000
Unrestricted funds 4,397 3,592 (4,361) (7) 3,621
Restricted funds 3,571 3,710 (4,881) - 2,400
----------------- ---------------- ---------------- ----------------- -----------------
Total funds 7,968 7,302 (9,242) (7) 6,021
======== ======== ======== ======== ========

Restricted funds

The following restricted funds were in use during the year. All funds at the year-end were held in net assets (cash or accrued income) with the exception of the farms, machinery and stock donated from Land Heritage to Soil Association Land Trust Limited in previous years.

SA Land Trust

This fund represents the land and buildings owned by and activities undertaken in Soil Association Land Trust Limited.

Farming and land use transition and Healthy and sustainable diets

Funds received with a restriction to our work in Farming and land use transition and Healthy and sustainable diets.

Esmée Fairbairn Core Funding

Multi-year grant from Esmée Fairbairn Foundation to support salary costs of key staff in the organisation.

Fundraising

Donations restricted to Fundraising activities within the organisation.

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

82

22. Total funds (continued)

Net assets by fund

Group

Group
Net current Long-term 2024
Fixed assets assets creditors Total
£000 £000 £000 £000
Unrestricted funds 3,555 1,470 (1,322) 3,703
Restricted funds 5,972 2,928 - 8,900
----------------------- ----------------------- ---------------------- ----------------------
Total Group funds 9,527 4,398 (1,322) 12,603
========== ========== ========== ==========

Charity

Charity
Net current Long-term 2024
Fixed assets assets creditors Total
£000 £000 £000 £000
Unrestricted funds 3,397 1,783 (1,322) 3,858
Restricted funds - 2,321 - 2,321
----------------------- ----------------------- ----------------------- ----------------------
Total Charity funds 3,397 4,104 (1,322) 6,179
========== ========== ========== ==========

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

83

23. Cash Flow Information

Group

Reconciliation of changes in resources to net cash infow 2024 2023
from operating activities £000 £000
Net defcit for the year (141) (2,219)
Add back depreciation charged 99 108
Add back amortisation charged 115 101
Remove unrealised (gain) / loss on investments (9) 7
Add back interest paid 51 57
Increase in debtors (1,217) (705)
Increase in creditors 1,700 206
Add back decrease in creditors from fnancing activities 131 168
(shown on face of cashfow)
---------------------- ----------------------
Net cash infow / (outfow) from operating activities 729 (2,277)
========== ==========
Analysis of cash and cash equivalents
Cash at bank and in hand
Analysis of changes in net debt
At 1 April
2023
£000
Cash at bank and in hand
5,271
Loans falling due within one
year
(131)
Loans falling due after one year
(1,457)
Total
3,683
At 1 April
2023
£000
5,271
Cash
fow
£000
520
131
-
651
Cash fow
£000

520
Other
non-
cash
changes
£000
-
(135)
135
-
At 31 March
2024
£000
5,791
At 31 March
2024
£000
5,791
(135)
(1,322)
4,334

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

84

Charity

Reconciliation of changes in resources to net cash infow 2024 2023
from operating activities: £000 £000
Net surplus / (defcit) for the year 158 (1,947)
Add back depreciation charged 87 94
Add back amortisation charged 62 74
Remove unrealised (gain) / loss on investments (9) 7
Add back interest paid (shown on face of cashfow statement) 51 57
(Increase) / decrease in debtors (320) 580
Decrease in creditors (792) (253)
Add back decrease in creditors from fnancing activities 131 168
(shown on face of cashfow)
-------------------- ----------------------
Net cash outfow from operating activities (632) (1,220)
========= ==========
Analysis of cash and cash equivalents
Cash at bank and in hand
Analysis of changes in net debt
At 1 April
2023
£000
Cash at bank and in hand
2,434
Loans falling due within one
year
(131)
Loans falling due after one year
(1,457)
Total
846
At 1 April
2023
£000
2,434
Cash
fow
£000
(833)
131
-
(704)
Cash fow
£000

(833)
Other
non-
cash
changes
£000
-
(135)
135
-
At 31 March
2024
£000
1,601
At 31 March
2024
£000
1,601
(135)
(1,322)
144

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

85

24. Financial Instruments

The financial instruments of the Group and Charity are as follows -

Group Group Charity Charity
2024 2023 2024 2023
£000 £000 £000 £000
Financial assets held at fair value
Listed investments 152 143 152 143
---------------- ------------------- ------------------ -----------------

25. Related Party Transactions

Group and Charity

In the financial year the following transactions took place between the Charity and other Group entities:

Soil Association Certifcation Limited (‘SA Certifcation’)

Soil Association Land Trust Limited (‘Land Trust’)

86

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

25. Related Parties (continued)

SA Sales and Services Limited (‘SASS’)

Soil Exchange Limited (‘Exchange’)

Trustees of the Charity do not receive remuneration for the provision of their services as trustees of The Soil Association Limited. Board members receive reimbursement of outof-pocket expenses for attendance at meetings and events (see note 8).

During the year, gifts were made to departing Trustees, with a cash value of £nil (2023: £148).

Total donations received from Trustees and key management personnel in the year, including Gift Aid, were £5,000 (2023: £5,000).

The Charity and Group purchased services from and made sales to companies whose directors are also Trustees or key management personnel of the Charity.

The majority of sales to companies whose directors are related parties related to certification services to licensees and were under normal commercial terms so are not disclosed.

Non-certification sales to companies owned by Helen Browning totalled £5,850 inclusive of VAT (2023: £5,850). Amounts outstanding at 31 March 2024 on sales made during the year were £488 incl. VAT (2023: £488).

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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  1. Related Parties (continued)

Purchases from companies owned by or linked to Helen Browning totalled £17,487 inclusive of VAT (2023: £11,111). Amounts outstanding at 31 March 2024 on purchases made during the year were £160 (2023: £nil).

  1. Capital Commitments

Group and Charity

At the year end the Group had capital commitments of £nil (2023: £16,000) and the Charity £nil (2023: £nil).

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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27. Comparative Consolidated Statement of Financial Activities

Unrestricted Restricted Total
funds funds funds
Note 2023 2023 2023
£000 £000 £000
INCOME FROM:
Donations and legacies 2 1,732 423 2,155
Charitable activities 3 11,938 3,355 15,293
Other trading activities 4 1,015 71 1,086
Investment income 5 13 1 14
Other income 6 - - -
----------------------- ----------------------- -----------------------
Total income 14,698 3,850 18,548
=========== =========== ==========
EXPENDITURE ON:
Raising funds 870 27 897
Charitable activities 7 13,649 5,248 18,897
Other trading activities 966 - 966
----------------------- ----------------------- -----------------------
Total expenditure 9 15,485 5,275 20,760
=========== =========== ===========
Net gain on investments 15 (7) - (7)
----------------------- ----------------------- -----------------------
Net (expenditure) / income
and net movement in funds (794) (1,425) (2,219)
=========== =========== ===========
Transfer between funds (65) 65 -
----------------------- ----------------------- -----------------------
Net movement in funds (859) (1,360) (2,219)
=========== =========== ===========
RECONCILIATION OF FUNDS
Total funds brought forward 4,522 10,441 14,963
----------------------- ----------------------- -----------------------
Total funds carried forward 22 3,663 9,081 12,744
========== =========== ===========

89 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Reference and Administrative Details

REGISTERED CHARITY NUMBER: 206862 (England and Wales) SCO39168 (Scotland)

REGISTERED COMPANY NUMBER: 00409726

REGISTERED OFFICE: GOVERNING DOCUMENT: CONSTITUTION: ROYAL PATRON:

HONORARY VICE PRESIDENTS:

TRUSTEES:

Spear House 51 Victoria Street Bristol BS1 6AD Articles of Association Company limited by guarantee His Majesty King Charles III Charlotte Mitchell Jonathan Dimbleby Trudie Styler Martin Nye (Chair) Phil Fearnley (Vice-Chair) Richard Allan Anthony Balance Lauren Branston Andrew Burgess Steven Lizars Caroline Missen Isabel Oliver Rosemary Radcliffe Jonathan Spencer Sabine Vandenbroucke

90 Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

Reference and administrative details (continued)

Group Key Management Personnel (continued)

SA Certification Commercial & Marketing Director - Alex Cullen

SA Certification Director of Certification (Food, Textiles & Beauty) – Hannah Turner SA Certification Farming & Operational Services Director – Emma Yeats SA Certification Director of Forestry – Meriel Robson SA Certification Head of Climate & Landscape – Andrew Grundy

Soil Exchange Chief Executive Officer – Joseph Gridley

COMPANY SECRETARY: Emma Hussey

BANKERS: Triodos Bank Lloyds Bank Deanery Road Canons House Bristol Canons Way BS1 5AS Bristol BS99 7LB

SOLICITOR: 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 6GD

Soil Association Limited (The) Company Registration Number: 00409726 Registered Charity Number: 206862 Registered Charity Number (in Scotland): SC039168

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Soil Association Spear House, 51 Victoria Street Bristol BS1 6AD T 0300 330 0100 F 0117 314 5001 Company registration no. 00409726 Registered charity no. 206862

Soil Association Scotland 20 Potterrow Edinburgh EH8 9BL T 0131 370 8150 F 0131 666 1684 Registered charity no. SC039168

www.soilassociation.org

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