Produce Investments plc 
Annual Report & Accounts 2015
Diversifying  
for growth
Produce Investments plc Annual Report & Accounts 2015 Up-to-date information can  
be found on our website:
www.produceinvestments.co.uk
Produce Investments Ltd  
was established in 2006 and 
is the parent company of one 
of the UK’s leading potato 
businesses, Greenvale AP Ltd. 
We are one of the UK’s largest 
suppliers of fresh potatoes, 
daffodil flowers and bulbs.
Overview
IFC-03
01 Operational Highlights
02 Produce Investments at a Glance 
Strategic Report
04-15
04 Our Strategy
07 Chairman’s Statement
08 Chief Executive’s Report
12 Strategic Report
12 Principal Risks and Uncertainties
14 Key Performance Indicators
Directors’ Report
16-24
16 Board of Directors
18 Directors’ Report
20 Directors’ Remuneration Report
23 Directors’ Responsibilities in the 
Preparation of Financial Statements
24 Independent Auditor’s Report
Financial Statements
25-64
25 Consolidated Income Statement
26 Consolidated Statement of  
Comprehensive Income
27 Consolidated Statement of Financial Position
28 Consolidated Statement of Changes in Equity
29 Consolidated Cash Flow Statement
30 Notes to the Consolidated Financial Statements
59 Company Financial Statements
IBC Statutory and Other Information 01 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Financial Statements Strategic Report Overview
250
200
150
100
50
0
2012 2011 2013 2014 2015
178.4
191.8
205.9
153.9
171.4
12
9
6
3
0
2012 2011 2013 2014 2015
7.3
10.2
7.6
6.0
5.3
12
9
6
3
0
2012 2011 2013 2014 2015
8.0
11.1
8.5
6.9
6.4
Improvement in operational efficiencies
+9.0% 
Management continue to focus on improving operational efficiencies.  
The Tern Hill pack site was closed in August 2014 and sold in January  
2015 for £2m. Investments in new technology at our remaining packing  
sites helped facilitate this capacity rationalisation. As a result, one of  
our key operational measures, man hours per tonne improved by 9%  
for the second half year, following the final reallocation of volumes  
between sites post the busy Christmas peak.
Continued growth for Restrain
+10.5 %
Sales continue to increase through Restrain, our ethylene storage  
and ripening solution business. The expansion into new markets  
and new products helped increase turnover by over 10.5 % with  
gross margin increasing by a similar percentage when compared  
to prior year.
Increase in daffodil sales 
+7 .4 %
Another very good season for daffodil sales from Rowe Farming  
resulted in an increase in volume of over 7.4% , with total turnover  
up 4.6 % , compared to prior year. 
Revenue (£m)
£178.4m
Operating profit (£m)
£8.0m
Pre-tax profit (£m)
£7 .3m
Operational Highlights
Financial Highlights
Read more on
page 11
Read more on
page 10
Read more on
page 14 02 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Greenvale AP Rowe Farming The Jersey Royal Company 
Uniquely vertically integrated  
potato business
Unique vertically integrated business 
comprising seed variety and development, 
seed growing storage and production, fresh 
potato growing, and fresh potato storage,  
packing, distribution and marketing.
Daffodils & potatoes
Rowe Farming based in Cornwall, grows and 
markets early season UK baby new and salad 
potatoes and grows and markets daffodil 
flowers and bulbs in the UK and overseas.
First new season potatoes
The Jersey Royal Company grows and markets 
early season Jersey Royal potatoes to most of 
the major UK retailers. 
Produce Investments at a Glance
Leading the way in the 
UK potato industry. 
Produce Investments 
plc is a leading operator 
in the fresh potato and 
daffodil sectors.
 
The Produce Investments Group has a number of businesses located across 
the UK and the recent acquisitions of Rowe Farming in 2012 and The Jersey 
Royal Company Limited in 2014 compliment and add strength and diversity 
to the Group. In addition 22% of our seed revenues come from overseas,  
and sales of Restrain, our ethylene storage and ripening business, are 
growing outside the UK.
The Group has operations throughout the UK 
in seed production, growing and packing and 
serves a number of market sectors including 
retail, foodservice, wholesale and trading. 
The Group is split into three segments:
1. Fresh which comprises, Greenvale AP , Jersey 
Royal Company Limited, Rowe Farming and 
The Kent Potato Company Limited and 
accounts for 82.9 % of Group revenues. 
Customers include a number of the UK 
leading grocery retailers and wholesale  
and foodservice companies. 
2. Processing which accounts for 3.7% of 
Group revenues. Ingredients supplied  
are used by a large number of food 
manufacturers in products such as diced 
potato salads and mashed potato for fish 
cakes and ready meals.
3. Other includes the seed business, Restrain 
Company Limited and direct trading and 
accounts for 13.4 % of group revenues. The 
seed business exports around 25 % of total 
production with the balance sold mainly to 
our fresh grower base. Revenues for Restrain 
are growing internationally with 69% now 
originating from outside the UK. 
70.5% of Group revenue 5.3% of Group revenue 10.9% of Group revenue 03 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Financial Statements Strategic Report Overview
1
2
3
4
6
5
7
Restrain
Ethylene storage & ripening
The Restrain system provides the only residue 
free solution for sprout suppression in stored 
potatoes and onions in the UK, Europe and 
other territories across the world. The Restrain 
technology is now developing in other produce 
sectors such as the enhanced ripening of fruits. 
Swancote Foods The Kent Potato Company 
Additive free cooked potato ingredients
Swancote provides a number of food 
ingredient manufacturers in the UK with 
additive-free cooked potato products as well 
as raw potato ingredients. 
Fresh potato packing
The Kent Potato Company is located in the 
“Garden of England” to source and pack 
locally grown fresh potatoes and supplies a 
number of retail and foodservice customers.
1
2
3
4
5
6
7
Geographic diversity
The map shows the location of our sites across the UK.  
Our business is geographically spread throughout the UK 
ranging from our seed business in Perthshire , our main 
retail pack sites in the Scottish Borders  and Cambridgeshire 
 which are ideally located within close proximity to two of 
the main potato growing areas in the UK. Our processing 
business, Swancote Foods  is located in Shropshire, with 
Rowe Farming  based in Cornwall and the Kent Potato 
Company  based at St-Nicholas-At-Wade, with The Jersey 
Royal Company  located in Jersey.
Greenvale AP seed business, Burrelton, Perthshire
Greenvale AP pack site, Duns
Greenvale AP pack site, Floods Ferry
Swancote Foods, Shropshire
Rowe Farming, Cornwall
Kent Potato Company, Kent
Jersey Royal Company, Jersey
1.2% of Group revenue 3.7% of Group revenue 8.4% of Group revenue 04 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Our Strategy
Growing through 
diversification of  
our products and 
customer base.
Our strategic approach  
Our strategy is to significantly 
grow the scale and profitability 
of the Group by acquiring 
quality businesses that offer 
synergies coupled with 
product/customer 
diversification, whilst at the 
same time funding organic 
growth strategies. 
The recent acquisitions and investment in our 
own branded potato – GreenVale are some 
examples that demonstrate our strategy in 
action. The Board firmly believes in this 
strategy and if well executed will deliver 
sustainable value growth to all stakeholders 
and shareholders of the business.
01 
Improved 
margins
02 
Acquisition
opportunities
Reasons to invest in Produce Investments 
Produce Investments is a diverse business with a solid 
core at its foundation and continues to seek acquisition 
opportunities offering good returns and exciting growth 
prospects. The core business supplies fresh products  
364 days of the year, into a defensive category with  
high levels of customer penetration. 
The Group continues to 
seek opportunities to 
add businesses that 
deliver higher margins 
and enhance profitability 
and shareholder returns. 
The recent acquisitions 
demonstrate the Groups 
appetite and ability to  
complete and deliver on 
acquisitions. Management  
will continue to seek out  
and explore opportunities  
to further expand the  
Group through the  
addition of appropriate 
complimentary businesses. 05 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Financial Statements Overview Strategic Report
03 
New 
customers
04 
Product
d i v e rsi fi cat i on
1. Organic growth
Management continue to look  
to grow the core business with 
both existing and new customers. 
The Group, at its core, is a unique 
vertically integrated potato 
business covering seed variety 
development, production of  
seed, own growing, through to 
storage, packing, distribution and 
marketing of fresh potatoes and  
is ideally placed to take advantage 
of any opportunities. 
2. Growth through 
acquisition
The acquisition of Rowe Farming  
in 2012 and The Jersey Royal 
Company in 2014, demonstrates 
the ability of the management 
team to successfully deliver  
and integrate new businesses 
within the expanding Group. 
Management continue to seek 
quality businesses that offer 
synergies along with product  
and customer diversification. 
3. Diversification  
of customers
The recent acquisitions have 
added a number of important 
strategic elements to the Group. 
The new products will allow 
management to target  
new customers.
4. Diversification  
of products
Restrain, which provides ethylene 
storage and ripening solutions, 
continues to develop the number 
of products that can be treated 
and stored both in Europe and 
other territories across the world.
The Group’s strategy  
is to continue to grow  
its sales with other key  
customers. The Group  
also continues to seek  
new customers for  
its own branded  
potato – GreenVale.  
Our strategy is to seek 
opportunities that provide 
growth outside the fresh  
potato sector. This could  
come from processed  
products or other fresh 
vegetables where our key 
strengths in commercial and 
supply chain management can 
add value and deliver synergies.  PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5 06
Growing and 
diversifying business
1986
Business acquired  
by Dalgety PLC
2000
Acquisition of ES Black 
(Scottish packer with  
the same private equity 
shareholders as Greenvale)
2006
Greenvale AP  
acquired by Produce 
Investments Ltd
2007
Acquisition of  
Swancote Foods
2012
Acquisition of  
Rowe Farming Ltd
1998
Acquisition of  
Anglian Produce – 
Business renamed 
Greenvale AP
2010
Listed on London Stock 
Exchange AIM Market
2014
Acquisition of Jersey 
Royal Company Ltd  
(inc. Kent Potato 
Company)
2003
Incorporation  
of Restrain Co Ltd 07 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Financial Statements Overview Strategic Report
Chairman’s Statement
Satisfactory performance  
against challenging conditions.
Against a backdrop of highly 
challenging market conditions,  
the Group has delivered a robust 
performance in the year to 
27 June 2015. 
The much-documented retailer price wars 
triggered significant pricing pressure 
throughout the entire supply chain, resulting  
in value and volume decline over the past 
18 months, although the rate of decline has 
slowed considerably in recent months. This 
coincided with an exceptional growing season 
in 2014 resulting in high yields for potatoes 
generating a large over-supply of crop and 
resultant deflationary pressures. As we 
reported on 26 March, the combination  
of these factors has had a significant impact 
on results, with the first half of the financial 
year particularly affected, resulting in a fall  
in operating profit versus last year. I am 
pleased to report that results have improved 
in the second half year resulting in an 
operating profit for the year of £8.04m  
(2014: £11.13m).
Produce has already taken steps to mitigate 
the impact of these market fluctuations.  
The closure and subsequent sale for £2.0m  
of the Tern Hill packing facility and the 
consequent rationalisation of the remaining 
packaging operations has resulted in major 
improvements to the overall efficiency of the 
Group. Furthermore, Produce’s management 
team is working closely with its core retail 
customers to create a supply chain model that 
is more aligned to prevailing market conditions 
in any given season, thereby reducing the 
impact of any variations in crop on the 
Group’s financial performance.
Dividend
While the market is expected to remain 
challenging, the Directors are confident about 
the Group’s prospects for the coming year  
and are pleased to announce an increase  
in the final dividend to 4.775 pence per share 
(2014: 4.55 pence), when combined with the 
interim dividend of 2.39 pence per share 
(2014: 2.275 pence) results in a total dividend 
for the year of 7.165 pence per share 
(2014: 6.825 pence per share). The final 
dividend will be paid on 3 November 2015  
to ordinary shareholders on the register at 
close of business on 16 October 2015.
Board changes
I would like to take this opportunity to 
welcome Neil Davidson to the Board of 
Directors. Neil brings with him a wealth of 
experience having worked in the agri-food 
sector for over 30 years. He has held a number 
of senior positions including Chief Executive  
of Arla Foods and was recently appointed  
a non executive director of WM Morrison 
Supermarkets plc. He was awarded a CBE in 
2006, for his services to the dairy industry.
Outlook
Looking to the year ahead, although 
recognising we are only circa 60% of the way 
through harvesting, our best estimates for the 
current year’s crop would indicate average 
yields and a reasonable quality. We expect the 
supply of crop to be more aligned to demand 
with pricing therefore reflecting this more 
balanced market. We also expect the retail 
environment to remain fiercely competitive as 
the market continues to evolve with continued 
competition from the Discounters, and ever 
changing consumer shopping habits. However 
the recent acquisitions and site rationalisation, 
coupled with our strong business model, puts 
Produce in a more robust position to handle 
these pressures. Consequently the Board 
remains confident that Produce is well 
positioned to grow organically and to take 
advantage of any acquisition opportunities. 
Given the performance of the Group against  
a backdrop of very challenging conditions,  
I would especially like to express my sincere 
thanks to all employees of the Group who 
have helped to contribute to these excellent 
results for the year.
Barrie Clapham 
Chairman 08 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Chief Executive’s Report
Potential for  
further growth.
The 2014 crop was high yielding,  
with total UK production of 5.74m 
tonnes compared to 5.58m tonnes  
in 2013 and 4.49m tonnes in 2012.  
In addition, the volatility and decline 
in fresh produce volumes through 
the major retailers has continued to 
impact overall volumes, albeit that 
this trend is now showing signs of 
slowing and indeed we are now 
seeing some growth. 
As a consequence of the high yielding  
crop and lower volume of sales, supply  
was therefore much greater than demand. 
This resulted in much lower free buy prices  
for potatoes for most of the season which  
has led to price pressure across most of  
our customer base. This has resulted in  
total turnover for the Group of £178.4m,  
compared to £191.8m for the previous year.
2014 was an exceptionally good growing 
season producing a large crop of potatoes, 
which, when combined with a roll forward  
of 2013 production and falling demand 
resulted in one of the weakest potato markets 
witnessed for many years. The pressure this 
placed on the whole supply chain was 
significant and returns to growers in most 
cases fell way short of sustainable levels. 
However, with a fresh, perishable product such 
as potatoes it is vital to ensure that the crop 
does find a market and is moved before 
quality deteriorates to such an extent that 
renders the crop worthless. To enable this to 
happen, tough decisions were made on raw 
material pricing which put pressure on the 
grower base for much of the season. The  
good news however, is that the crop has been 
moved and the sector now looks to have a 
more balanced supply and demand status  
and therefore improved pricing. Without 
quality growers our business would not 
function and I would like to record my 
gratitude to the grower base for their ongoing 
support of the business throughout such  
a difficult season. Likewise the staff who 
manage the grower relationships and have  
to conduct these difficult negotiations, they 
have performed admirably in some very 
challenging situations. 
In May 2014 the Group acquired The Jersey 
Royal Company Limited which grows, markets 
and supplies early season Jersey Royal 
potatoes into a number of UK retailers. 
Integration plans are almost complete  
and a number of initiatives have been 
implemented with a view to making the 
business more efficient and reducing cost.  
The 2015 growing season produced a high 
quality crop and we had a very good start to 
the season. However, the cooler than average 
start to the summer impacted demand and 
therefore volume as consumers continued to 
buy main crop potatoes at the expense of 
Jersey Royals. However, we remain very 
confident about the future prospects of the 
business and the strategic rationale of the 
deal remains sound as it strengthens the 
Group’s product offering and also gives the 
Group greater control and influence over  
the early season potato market.
On 13 May we announced that Swancote 
Foods, our processing business experienced a 
contamination issue relating to traces of metal 
being found in some of our product. Working 
in collaboration with our affected customers 
this resulted in a recall of a number of potato 
salad and ready meal products. The metal 
contamination resulted from the failure of an 
augur in one of our blanchers, which was not 
subsequently picked up by detection systems 
and processes further down the supply chain. 
GreenVale
Branded potato
The brand brings together a unique 
packaging concept and great tasting 
variety, which attracts new customers 
to the category. Consumer feedback 
remains extremely positive with 
repeat purchase measures continuing 
to impress. We remain excited and 
committed about building the brand 
credentials and proposition in the 
years ahead.
Strategy in Action Directors’ Report Financial Statements Overview Strategic Report
09 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Greenvale AP
A year of two halves 
The first half year was impacted by an  
over-supplied market and with falling  
retail volumes led to deflationary pressure. 
However the second half year has seen an 
improvement in the volume decline and  
a better overall performance. 
Greenvale AP (GVAP) is a unique vertically integrated business.  
This starts with our seed variety and development programme  
and also includes our seed potato business and our own growing 
potato operations in Perthshire, the Scottish Borders and the 
Eastern Counties, making us the biggest grower of fresh table 
potatoes in the UK. GVAP procures from circa 200 growers in the 
UK, most of whom we supply seed to, and along with the potatoes 
from our own growing operations, provide our pack sites with the 
material to store, manage and pack for our key customer base  
364 days of the year.
Strategy in Action
The growing cycle  
starts with top quality  
seed production nearly  
12 months in advance.
Planting of the ware  
crop takes place from  
February to April.
From June to September  
the crop is harvested into  
wooden boxes and taken  
to the farm.
Nearly 250,000 tonnes 
of potatoes are distributed 
every year.
The crop is quality 
controlled by eye to remove 
any unwanted potatoes 
before packing.
It takes about 7 months to  
grow a field of main crop potatoes.
The crop is sprayed to control 
weeds and guard against pests.
The crop requires a lot of water  
to help it grow.
From seed to table 
An illustrative timeline
1
2
3
4
5
6 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5 10
Restrain
Another year of growth 
with increased turnover, gross 
margin and profitability. Both new 
market and product expansion 
continue to facilitate growth.
The principal activity of the Company is the sale, 
lease and marketing of the Restrain system for  
the production and maintenance of a stable 
atmosphere of ethylene within potato and onion 
stores for sprout suppression and seed potato 
management. The system continues to provide the 
only residue free solution for sprout suppression in 
stored onions and potatoes in the UK, Europe and 
other territories across the world. Sales outside the 
UK continue to grow and the potential for growth 
in both new markets and products continue to be 
explored with management excited and confident 
about the future.
Strategy in Action 11 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Financial Statements Overview Strategic Report
Chief Executive’s Report 
(Continued)
We continue to work with our insurers and our 
affected customers and the potential financial 
impact is still being analysed. We believe  
the financial impact will be in the range of 
£300,000 to £1.5 million, but, due to this lack 
of certainty, have not accounted for this cost 
in the current year. This figure will be finalised 
when discussions are complete and recognised 
as an exceptional cost in next year’s financial 
statements. At the time of writing we have 
installed a temporary solution whilst we await 
the delivery and final installation of a new 
blancher. We have subsequently changed  
a number of processes and are working  
closely with our affected customers to  
restore full supply and regain confidence.
I am pleased to report that Restrain Company 
Limited, our ethylene storage and ripening 
business, continues to go from strength to 
strength. Turnover and profitability continue 
to grow through the increased number of 
systems that are on lease both in the UK  
and abroad. The system continues to provide 
the only residue free solution for sprout 
suppression in stored onions and potatoes.  
In addition we continue to seek opportunities 
for the storage and ripening of new products 
and expansion into new markets across the 
World and we are very excited about the 
potential for growth. 
It is also pleasing to highlight that we have 
had another very successful year growing, 
picking and supplying daffodils from our  
Rowe Farming business, based in Cornwall.  
It is worth stressing that all of these daffodils 
are picked by hand, sometimes during some 
fairly challenging climatic conditions from 
January through to April. In addition to the 
flower business Rowe Farming also grow  
and supply early season potatoes to a number 
of packers across the UK and I am happy  
to report that this season’s crop has hit its 
marketing window, is of a better quality and 
has achieved much improved prices compared 
to the prior year.
With the closure of our Tern Hill facility in 
August 2014 and a number of investments 
made at our remaining packing sites we have 
improved operational efficiencies, with an 
improvement in man hours per tonne of over 
9% from January 2015 compared with the 
same period last year. This will remain a key 
focus as we continue to align capacities  
with demand against some fairly volatile 
market conditions.
Our branded fresh potato, GreenVale, 
continues to build momentum. The brand 
brings together a unique packaging concept 
and great tasting variety, which attracts new 
customers to the category. While the brand is 
under threat of delisting in one core customer 
(irrespective of its outstanding performance) 
we remain committed about building the 
brand credentials and proposition in the 
coming years and expect to gain new retail 
distribution points in the coming months.
Operations remain cash generative and  
at the year end, total net debt stood at 
£20.7m compared to £24.5m last year  
as we continue to pay down debt. We have 
continued to invest in our sites to improve 
efficiencies and facilitate the closure of Tern 
Hill, with total capital expenditure in the  
year of £5.8m compared to £6.5m last year. 
This re-alignment of our total operational 
capacities and the resultant improvement  
in operating efficiencies should ensure the 
Group remains competitive for the future.
As the Chairman noted, the growing 
conditions experienced so far with the low 
summer temperatures would point to an 
average yielding crop of reasonable quality.  
In addition estimates for the planted area of 
potatoes indicate a reduction of circa 8% 
compared to last year. Whilst it is still early, 
and therefore difficult to predict, we would 
expect prices for non-contracted free buy 
potatoes to remain strong as the season 
progresses. During the course of the last 
financial year we have been working closely 
with one of our core retail customers to create 
a supply chain model that is closer aligned to 
the prevailing market conditions in any given 
season. As a result of these discussions we are 
now expecting a reduction of market share, as 
of July 2016, from circa 40% to a minimum of 
25 % of the customer’s core retail volume. 
Whilst this reduction in volume is clearly a 
disappointment, we are pleased that we have 
been awarded a three year agreement at a 
fixed margin and this is a major step forward 
for the business, reducing the impact of crop 
value fluctuations on company performance. 
Further the Group has retained 100% of this 
customer’s organic supply and has increased 
its supply of the Jersey Royal potatoes for the 
2016 season onwards to 100% . 
With this reduction in volume I can confirm 
that the company is currently reviewing its 
packing facilities, aligning capacity to  
forecast sales and therefore ensuring that  
the business remains efficient and cost 
competitive. This review is also taking into 
consideration proximity of grower base and 
procurement requirements and may well lead 
to the closure of the company’s Kent based 
packing facility, subject to the outcome of 
consultation. The consultation period is 
expected to be completed in late November. 
The changing retail environment will no doubt 
continue to create an even more competitive 
marketplace with the pace of change not 
expected to abate.
We firmly believe that, following the recent 
acquisitions coupled with the rationalisation 
of our fresh packing sites, that we are in a 
much stronger position to deal with these 
external pressures. The Board and the 
management team remain confident that 
Produce Investments is well positioned to 
grow organically and to take advantage  
of any acquisition opportunities that might  
arise in the future.
Angus Armstrong 
Chief Executive  12 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Swancote Foods
A difficult year 
2015 has been a difficult year  
for Swancote.
An issue with one of our blanchers led to metal 
contamination which was not detected by a 
number of processes and systems and which  
led to a significant product recall. A temporary 
blancher has been installed and a new 
replacement blancher ordered with installation 
due later this year. A number of process 
improvements have also been initiated with 
everything being done to restore customer 
confidence. Management are still confident  
in the prospects for Swancote Foods as the 
business offers a unique cooked additive-free 
product that is not available elsewhere in  
the UK.
Strategy in Action
Strategic Report
Solid results.
The Directors present their report 
and financial statements of  
Produce Investments plc for the  
52 weeks ended 27 June 2015.
Principal activities
The principal activity of the Company in  
the year under review was that of a holding 
company for the Greenvale Group of 
companies, which grows, sources, packs  
and markets fresh potatoes, daffodils bulbs 
and flowers.
Review of the business
The Directors are satisfied with the 
performance of the Group in the year to  
June 2015. The Group delivered strong results 
for the year against a background of difficult 
trading conditions and a competitive 
marketplace. Results for the second half year 
improved versus the first half year and the 
closure and disposal of the Tern Hill site led  
to a necessary improvement in operational 
efficiencies. This contributed to the 
improvement in performance in the second 
half year. The over-supplied potato market 
resulted in deflationary pressure across a 
number of business segments. As a 
consequence we have experienced a lowering 
of both prices paid for potatoes and the prices 
obtained from our customers, resulting in a 
decrease in total turnover. However despite 
the tough trading conditions we have still 
delivered a satisfactory result for the year, 
which has been achieved due to the breadth 
and diversity of the business model. 
Overall, most parts of the Group have 
performed well in the year but it is appropriate 
to single out the performance of Restrain  
and Rowe Farming who have both continued 
to expand. The Group has maintained its 
position with its major customers throughout 
the year, with continued focus and provision  
of exceptionally high customer service levels 
across the whole supply chain. The metal 
contamination at Swancote was unfortunate 
but all steps are being taken to resume full 
supply as quickly as possible. The Group 
continues to generate cash and reduce its 
borrowings and we have maintained a good 
relationship with HSBC, throughout the year.
Principal risks and uncertainties
The key fundamental risks affecting the Group 
are set out below:
Competition
The single biggest risk to the Group is that  
of competition. The Group operates in a  
highly competitive market, particularly around 
product availability, quality and price. In order 
to mitigate against this risk the Group 
continually monitors and reviews market 
prices and undertakes customer reviews to 
ensure their required service levels and 
expectations are met in full or surpassed.  
A constant pipeline of innovation within the 
product range as well as formal and regular 
new product development meetings with all 
customers helps maintain the Group’s position 
of preferred supplier.
Impact of adverse weather
The Group’s operations are influenced by  
the volume and quality of the UK potato crop.  
In the event of a poor UK potato crop owing 
to adverse weather conditions, the Group is 
likely to suffer from an increased price for a 
proportion of its potato supplies. The Group’s 
exposure to adverse weather conditions is 
increased due to its own growing operations.  Strategic Report Directors’ Report Financial Statements Overview
13 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Jersey Royal
The
Company
The Jersey Royal  
Company Limited
A year of integration and transition 
Jersey strengthens the Group’s 
product offering giving greater 
control and influence over the early 
season potato market. 
Jersey Royals are always the first product to the 
market at the start of the UK season, which is 
synonymous with the start of the summer. The 
business supplies a number of UK retailers and 
provides the Group with the platform to explore 
further product opportunities. New ways of  
working continue to be explored with a view  
to improving operational efficiencies and thus 
increasing profitability.
Strategy in Action 14 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Strategy in Action
Strategic Report
(Continued)
The geographically diverse spread of third 
party procurement and the Group’s own 
growing, covering the main potato growing 
regions of the UK, reduces the risk to the 
Group of crop failure in any specific region. 
Furthermore, the management team 
continues to work closely with its core retail 
customers to create a supply chain model that 
is more aligned to prevailing market conditions 
in any given season, thereby reducing the 
impact of crop variations on the Group’s 
financial performance.
Employees
Both regional managers and local staff are 
key to the success of the Group. The loss of  
key individuals or the inability to recruit people 
with the right level of experience and skills 
locally could adversely impact the Group’s 
results. In order to mitigate these risks the 
Group has a rolling programme in place to 
allow employees to improve learning and skills. 
The Group also has a number of incentive 
schemes in place linked to the overall Group 
performance that are designed to retain  
key individuals. 
The average monthly number of persons 
(including Directors) employed by the Group 
during the period was:
2015 2014
Production and warehouse 1,214 1,029
Management and 
administration 179 149
Total average number  
of employees 1,393 1,178
Financial risk management
Credit risk
The Group operates tight credit control 
policies and seeks to minimise any exposure 
by only offering deferred terms where 
customers either have a proven track record  
of payment or satisfy credit worthiness 
procedures. Any credit limits are subject to 
regular review to ensure that limits remain 
appropriate to the circumstances of  
each customer.
Rowe Farming
Increase in daffodil sales 
Rowe Farming grows and 
supplies daffodils to  
a major retailer in the UK. 
Sales continue to grow and increased by over 
7% in the season to April 2015. In addition  
to daffodil sales, Rowe also harvest and sell  
a quantity of daffodil bulbs at the end of each 
season once they have been sorted, cleaned 
and sterilised. In recent years we have 
increased both the number of varieties grown, 
the acreage planted and have expanded 
production to Perthshire. This has been 
necessary to cope with increased demand  
at the end of the season (April).
Liquidity risk
The Group seeks to mitigate liquidity risk by 
managing cash generation by its operations 
and by applying cash collection targets. The 
Group also manages liquidity risk via revolving 
credit facilities and long-term debt.
Interest rate risk
The Group manages this risk, where 
significant, by fixing interest rate payments 
using interest rate swaps and caps.
Key performance indicators
The Directors review performance using a 
number of both financial and non-financial 
key performance indicators (KPIs). These are 
regularly reviewed as to their appropriateness, 
set and measured continuously in order to 
monitor performance and comparative 
efficiencies across the Group.
The principal financial KPIs monitored by  
the Board are average selling prices and 
procurement costs, which enable the Board  
to monitor overall profitability. Profitability  
by segment is disclosed in the accompanying 
financial statements (note 4). 
Non-financial KPIs are principally efficiency 
related and include:
 – Volume of potatoes sold: overall total 
volumes have declined primarily as a result 
of lower sales volumes through retail 
channels as the market has declined, 
although this decline is slowing.
 – Yield %: the Group monitors the yield 
through its main fresh potato sites. Due  
to the abundance of good quality crop the 
yields have reduced slightly compared to 
last year as the benefit of increasing yields 
further does not cover the cost of the 
potatoes in what was a low priced season.
 – Man hours per tonne: the Group monitors 
the number of worked hours to pack 
potatoes and this showed an improvement 
for the year as a whole of over 4%. In  
the second half of the year following the 
closure and final reallocation of volumes 
following the Tern Hill site, this showed  
an improvement of over 9%. 
Approved on behalf of the Board
Brian Macdonald 
Director 
   Directors’ Report Financial Statements Overview Strategic Report
15 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Strategy in Action
The Kent Potato Company
Increasing sales 
The Kent business was added through the acquisition  
of the Jersey business.
Whilst the pack site in Kent is relatively small it is ideally located to exploit  
the benefits of locally sourced and packed potatoes from Kent the “Garden  
of England”. Kent is also well positioned to store imported potatoes should  
the need arise in the future. 16 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report
Board of Directors
Barrie Clapham 
Non-executive Chairman
Barrie began his working 
career developing businesses  
in property finance and 
consultancy. He founded 
Credential Holdings in 1982  
in order to establish a portfolio  
for investment and property 
development and has now 
extended its trading interests  
into environmental businesses, 
telecoms and car parking.
Angus Armstrong 
Chief Executive Officer
Coming from an agricultural 
trading background, Angus  
joined the Potato industry in  
1994 when he joined the Scottish 
based growing and packing 
business E.S.Black Ltd. Following 
the acquisition of Blacks by 
Greenvale AP Ltd in 2000, 
Angus held various positions 
within the Greenvale business 
before becoming Chief Executive 
in 2006. He now holds the Chief 
Executive role in both Greenvale 
and its parent company Produce 
Investments Ltd, and was 
part of the small team that 
successfully floated the Produce 
Investments business on the  
LSE AIM market during 2010.
Brian Macdonald 
Finance Director
Brian joined Produce  
Investments on 1 August 2008 
from Scottish & Newcastle,  
where he held a number of  
senior finance roles, both abroad 
and in the UK. He has significant 
experience having worked in a 
number of trading businesses  
and central roles at Scottish  
& Newcastle including mergers  
and acquisitions. His last  
role was Finance Director 
Developing Markets, covering 
Russia, Ukraine, Baltic States,  
India, China, Vietnam and  
the USA. Brian joined Produce 
Investments following the 
acquisition of Scottish &  
Newcastle by Carlsberg  
and Heineken.
Derek Porter 
Non-executive Director
A Chartered Accountant, Derek 
has extensive experience across  
a number of business sectors  
and is currently Managing  
Director of a major property 
investment group, London & 
Scottish Investments Ltd. He has 
extensive experience of raising 
equity and debt in both the UK  
and international markets and  
has previously run his own 
management consultancy.  
He has held senior executive  
posts in a major international 
consulting engineering group,  
the UK’s largest leisure marine 
distribution company, a light 
engineering manufacturing 
company and a Scottish  
Premier League football club. 17 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements Strategic Report Overview Directors’ Report
Michael Jankowski
Non-executive Director
Following post-graduate  
studies at the London School 
of Economics, Michael’s career  
to date has included pension 
fund management, stockbroking, 
research, trading and the 
structuring/arranging of 
asset-based acquisitions. 
Michael’s trading interests have 
ranged from pub companies to 
healthcare providers, with 
a current focus on technology 
and environmental companies.
Sir David Naish
Senior Independent 
Non-executive Director
Sir David Naish has a long 
association with the food sector, 
including seven years as the 
President of the National Farmers 
Union as well as posts on the 
British Crops Production Council 
and Chairman of Arla Foods UK 
from 2002 until its purchase by 
Arla Foods amba in 2007. He is 
currently Chairman of Hilton 
Food Group plc as well as his 
family’s farming business and 
additionally holds a number 
of other non-food related posts.
Tony Bambridge
Non-executive Director
Tony has been involved with 
Greenvale since 1999, following 
the merger of Greenvale and 
the grower cooperative, Anglian 
Produce, of which Tony was 
Chairman. In 1988, Tony started 
B & C Farming Ltd, a farming 
company which grows over 
1,200 hectares of crops, with a 
particular bias towards potatoes, 
both seed and ware. Tony has 
been influential in ensuring 
Greenvale maintains a long-term 
and balanced approach in its 
dealings with its grower base 
and is as National Council 
Delegate representing Norfolk 
with the National Farmers Union.
Neil Davidson
Non-executive Director
Neil has over 30 years’ experience 
in the agri-food sector. He started 
his career at Northern Foods 
where he held various roles 
including Managing Director of 
the milk division, before becoming 
Chief Executive of Express Dairies 
when it demerged from Northern 
Foods in 1998. Neil subsequently 
became Chief Executive of Arla 
Foods following its merger with 
Express Dairies before retiring  
in 2005. 
Neil was a Non-Executive Director 
of Persimmon plc from 2004 until 
2013 and was Chairman of Cherry 
Valley Farms between 2005 and 
2010. He is a former President of 
the Dairy Industry Federation, the 
UK Representative for the Board 
of the European Dairy Association 
and Vice President of Dairy UK. In 
2006 Neil was awarded a CBE for 
his services to the dairy industry. 
Neil is currently the Chairman of 
The Cricketer Publishing Limited, 
and has recently been appointed 
as a Non-Executive Director to  
the Board of WM Morrison 
Supermarkets plc.  18 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report
Directors’ Report
Results and dividends
The retained profit after tax for the period was £5,619,000 (2014: £7,775,000).
Basic earnings per share were 20.59 pence (2014: 33.64 pence). Diluted earnings per share were 19.77 pence (2014: 31.71 pence). Adjusted 
earnings per share were 19.93 pence (2014: 39.64 pence) and adjusted diluted earnings per share were 19.13 pence (2014: 37.36 pence).
An interim dividend of 2.39 pence per ordinary share was paid during the year. The Directors recommend the payment of a final dividend for the 
period, which is not reflected in these accounts of 4.775 pence per ordinary share which together with the interim dividend, represents 7.165 pence 
per ordinary share. This is subject to approval at the Annual General Meeting and if approved will be paid on 3 November 2015 to ordinary 
shareholders on the register at close of business on 16 October 2015. Ordinary shares will go ex dividend on 15 October 2015.
Substantial shareholdings
As at the date of this report, the Company is aware of the following holdings that constitute more than 3% or more of the voting rights of  
the Company:
Number of ordinary 
shares
% of issued share 
capital
Mr Ronald Barrie Clapham 5,928,059 22.1
Morstan Nominees Limited 4,885,728 18.3
Credit Suisse Client Nominees (UK) Limited 2,570,438 9.6
Platform Securities Nominees Limited 2,141,551 8.0 
JR Property Holdings Limited 1,590,909 5.9
London and Scottish Investments Limited* 131,786 0.5
* London and Scottish Investments Limited have directors and ownership in common with Credential Produce LLP.
Research and development
Research and development continues in three major areas – developing new and improved potato varieties with increased resistance to diseases 
in conjunction with the James Hutton Institute; treatments and products to assist in the storage of potatoes and the introduction of potato 
products in a variety of formats including further processing that are additive and chemical free, whilst maintaining higher proportions of their 
healthy ingredients.
Political and charitable donations
Donations to UK charities in the period amounted to £12,000 (2014: £47,000). The Group made no political donations during the period.
Land and buildings
The Directors have adopted a policy of measuring land and buildings at historic cost. 
Employee involvement
The Directors recognise the benefits which arise from keeping employees informed of the Group’s progress and through their participation in the 
Group’s performance. The Group is therefore committed on a regular basis to provide its employees with information and to consult them so that 
their views may be taken into account in making decisions which may affect their interests and to encourage their participation in schemes 
through which they will benefit from the Group’s progress and performance improvement.
Directors and Officers insurance
The Group has purchased insurance against Directors and Officers liability for the benefit of the Directors and Officers of the Group (including  
its subsidiaries).
Disabled persons
It is the Group’s policy to ensure that disabled persons are treated fairly and consistently in terms of recruitment, training, career development 
and promotion and that their employment opportunities are based on a realistic assessment of their aptitudes and abilities. Wherever possible, 
the Group will continue the employment of persons who become disabled during the course of their employment with the Group through 
retraining, acquisition of special aids and equipment or the provision of alternative employment.
Corporate governance
The Directors recognise the value and importance of high standards of corporate governance and intend to observe the principles of the UK 
Corporate Governance Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.
The Board comprises two executive directors and six non-executive directors. The Directors consider the composition of the Board to be  
a satisfactory balance for the purposes of decision making for the Group. In the last 12 months the Board has convened seven times.
The Group has established an Audit Committee and Nominations and Remuneration Committee of the Board with formally delegated duties and 
responsibilities. Derek Porter chairs the Audit Committee and Sir David Naish chairs the Nominations and Remuneration Committee. 19 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements Strategic Report Overview Directors’ Report
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring the financial performance of the 
Group is properly measured and reported on. The Audit Committee have access to financial reporting information throughout the year and have 
unrestricted access to the Group’s auditor. 
The Nominations and Remuneration Committee is responsible for making recommendations on the appointment of new Directors and for 
reviewing the composition of the Board. It will also review the performance of the Executive Directors and make recommendations to the Board 
on matters pertaining to their remuneration, benefits and terms of employment.
Full details of the makeup and scope of these committees can be found on the Company’s website at :www.produceinvestments.co.uk.
Bribery Act
The Group have considered the implications of the recent legislation on bribery and corruption and have undertaken an in-depth review of policies 
and practices in conjunction with the Group’s legal advisers.
Following this review the Directors have drawn up a policy, communicated this to all staff, and others, potentially affected by the implementation 
of the legislation and have held training sessions for all management to introduce the policy, underline the Group’s attitude towards any such 
corrupt practices and to advise of their personal and corporate responsibility to ensure adherence. The Directors have also introduced a regular 
internal audit process to provide the stakeholders in the Group with the required reassurance that the legislation is being complied with.
Annual General Meeting
The notice convening the Annual General Meeting (AGM) can be found in the Notice of the AGM accompanying this annual report and financial 
statements, and can also be found on the Company’s website at: www.produce investments.co.uk.
Auditor
Baker Tilly UK Audit LLP, Chartered Accountants, has indicated its willingness to continue to act as auditor.
Statement as to disclosure of information to the auditor
The Directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, that there is no 
relevant audit information of which the auditor was unaware. Each of the Directors have confirmed that they have taken all steps that they ought 
to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated 
to the auditor.
Strategic Report
In accordance with S414c(11) of the Companies Act the Directors have chosen to set out in the strategic report matters of strategic importance 
that would otherwise required to be contained in the directors report.
Approved on behalf of the Board
Brian Macdonald  
Director 20 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report
Directors’ Remuneration Report
This report has been approved by the Board and the Nominations and Remuneration Committee and has been voluntarily prepared in 
accordance with Schedule 8 to the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 and with  
due account taken of the UK Corporate Governance Code. The report also provides the information required to be reported on Directors’ 
remuneration under AIM Rule 19.
Nominations and Remuneration Committee
Composition of the Committee
The members of the Committee, all of whom are considered independent of the executive management team, are:
 – Sir David Naish (Chairman)
 – Barrie Clapham
 – Michael Jankowski
Role of the Committee
The key responsibilities of the Committee are to make recommendations to the Board as to the: 
 – board policy and elements for the remuneration of the Executive Directors and the Chairman;
 – individual elements of the remuneration of those Directors; and
 – grant of share-based incentives to Executive Directors and all other employees.
No Director takes part in any discussion directly concerning his own remuneration.
The full terms of reference of the Committee are available on the Company’s website at: www.produceinvestments.co.uk.
Advisers to the Committee
The Committee has appointed independent remuneration consultants, Hewitt New Bridge Street (a trading name of Aon Corporation) to advise 
on all aspects of senior executive remuneration. 
The Committee also seeks advice where appropriate from the Group Human Resources Director and Company Secretary to ensure that the 
remuneration policy proposed by the Committee to the Board takes account of company-specific factors relating to strategy and takes due 
account of pay and conditions in the Group as a whole.
Remuneration policy for Executive Directors
Remuneration policy is based on the following broad principles set by the Committee:
 – to provide a market competitive remuneration package to attract and retain Executives of sufficient calibre;
 – to align remuneration to the business strategy;
 – to align the interests of Executive Directors with the interests of shareholders; and
 – to take account of: (i) pay and conditions throughout the Group and (ii) established best practice as set out in institutional investor guidelines.
The objective of this policy is aligned with the recommendations of the UK Corporate Governance Code. The Committee ensures that account  
is taken of environmental, social and governance ‘ESG’ risks when setting remuneration and is comfortable that remuneration packages do not 
raise any ESG risks by motivating irresponsible behaviour. The Committee also ensures that inappropriate operational and financial risk-taking is 
neither encouraged nor rewarded through the remuneration policies and that, instead, a sensible balance is struck between fixed and 
performance related pay, short and long-term incentives and cash and share-based remuneration.
Fixed versus performance-related remuneration
In order to incentivise management whilst aligning their interests with those of shareholders, a substantial proportion of the Executive Directors’ 
pay is performance related, through an annual bonus plan (based on profit growth) and share-based long-term incentives (based on EPS). 
Remuneration of Non-executive Directors
The fees of the Non-executive Directors (other than the Chairman) are set by the Board. When setting these fees, due account is taken of fees 
paid to Non-executive Directors of similar companies, the time commitment of each Director and any additional responsibilities undertaken,  
such as acting as Chairman to one of the Board Committees or as Senior Independent Director. 
Currently the fee level for the Chairman is £85,000. The fee level for the Senior Independent Director, Sir David Naish is £45,000, comprising a 
base fee of £40,000 and an additional fee for Chairing the Remuneration Committee of £5,000. The fees paid to Michael Jankowski and Derek 
Porter were £20,000 and £25,000 respectively with Derek Porter receiving an additional £5,000 for chairing the Audit Committee. Fees paid to 
Tony Bambridge amounted to £25,000. Neil Davidson who was appointed on the 29 June, will receive a fee of £40,000 per annum. Non-executive 
Directors are not eligible to receive pension entitlements or bonuses and may not participate in long-term incentive schemes.
Elements of remuneration
The components of the Executive Directors’ remuneration are summarised below. 
(i) Basic salary
The salary of individual Executive Directors is reviewed with effect from 1 October each year. Account is taken of the performance of the 
individual concerned, together with any change in responsibilities that may have occurred and the rates for similar roles within the appropriate 
comparator groups. 21 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements Strategic Report Overview Directors’ Report
The current salary levels are as follows:
 – Angus Armstrong  £196,000
 – Brian Macdonald £196,000
(ii) Bonus Plan
The maximum potential bonus payable to Executive Directors for the 2014/15 financial year is capped at 70% of salary. Bonuses are payable 
based on profitability of the Group. If the profit on ordinary activities before taxation shown in the Group’s audited financial statements  
“Profit” is greater than the amount shown in the budget agreed at the commencement of the financial year, a proportion of that profit ahead  
of budget will be distributed to Executive Directors and other executives through the Bonus Plan. The proportion to be distributed will be 20%  
of the excess if that excess is between £200,000 and £400,000, rising in increments of 1 % for each additional £200,000 of the excess, up to  
a maximum of 30%. 
(iii) Long-term incentive arrangements
The LTIP
The LTIP is used to award share options to selected executives to allow them to share in the success of the Company.
(iv) Benefits
It is Company policy to provide Executive Directors with a company car, private medical, income protection and health and life assurance. 
(v) Pensions
Under the terms of his service agreement, Angus Armstrong is entitled to a pension contribution equivalent to 20% of base salary. Brian 
Macdonald does not receive a pension contribution, but instead is entitled to a 10% uplift in annual bonus entitlement. 
Directors’ service contracts, notice periods and termination payments
Executive Directors
The contract dates and notice periods for the Executive Directors are as follows:
Director Contract date Notice period from the Company Notice period from the Director
Angus Armstrong 11 November 2010 12 months 12 months 
Brian Macdonald 11 November 2010 12 months 12 months 
The service contracts of both Directors, which are rolling contracts, are subject to standard terms in the event of termination.
Executive Directors external appointments
Board approval is required before any external appointment can be accepted by an Executive Director. Currently neither Executive Director has 
any external appointments.
Non-executive Directors
The Non-executive Directors do not have service contracts with the Company but are appointed for an initial three-year term. Non-executive 
Directors are typically expected to serve for two three-year terms, although their appointment can be terminated either by them or by the 
Company on three month’s written notice. The Chairman’s notice period is one month. All Directors are required to stand for re-election by 
shareholders at least once every three years. The appointment dates of the Non-Executive Directors are:
Barrie Clapham 11 November 2010, appointed Chairman
Sir David Naish 20 September 2010
Michael Jankowski 11 November 2010
Derek Porter 11 November 2010
Anthony Bambridge 26 February 2013
Neil Davidson 29 June 2015
Directors’ emoluments
Salary/fees 
£000
Bonus 
£000
Benefits 
£000
Pension 
£000
Total 
2014/15 
£000
Angus Armstrong 191.5 – 13.3 37.4 242.2
Brian Macdonald 191.5 17.8 10.8 – 220.1
This is the remuneration receivable in their capacity as Executive Directors for the year ending 27 June 2015. 22 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ shareholdings
Directors’ interests and transactions in the ordinary shares of the Company
The beneficial and non-beneficial interests of the Directors in office as at 27 June 2015 and at 28 June 2014 are shown below: 
As at  
27 June  
2015
As at  
28 June  
2014
Executive Directors 
Angus Armstrong
 1
383,790 358,790
Brian Macdonald
 2
100,000 75,000
Non-executive Directors
Barrie Clapham (Chairman)
 3
6,322,015 6,167,242
Sir David Naish
 7
 7,000 –
Michael Jankowski
 4
757,969 757,969
Derek Porter
 5
112,070 111,020
Anthony Bambridge
 6
18,160 18,160
1 Mr Armstrong’s shares are held through his spouse.
2 Mr Macdonald’s shares are held through his spouse.
3 Mr Clapham’s shares are held in his own name and London and Scottish Investments Limited.
4 Mr Jankowski’s shares are held through Platform Securities Nominees Limited with the exception of 1,000 shares which are in his own name.
5 Mr Porter’s shares are held in his own name.
6 Mr Bambridge’s shares are held through B&C Farming Limited and in his own name. 
7 Sir David Naish’s shares are in his own name. 
Outstanding share option awards
Details of outstanding share option awards are summarised in the table below:
28 June 2014 
number
Granted 
number
Exercised 
number
27 June 2015 
number
Exercise 
price
Date of 
grant
Dates within 
which exercisable
Angus Armstrong 102,447 – – 102,447 £1.67 1.7.2013
1.11.2014–
30.6.2023
Brian Macdonald 38,933 – – 38,933 £0.74 27.5.2009
27.5.2012– 
26.5.2019
442,540 – 25,000 417,540 £0.01 11.11.2010
11.11.2011–
10.11.2020
102,447 – – 102,447 £1.67 1.7.2013 
1.11.2014–
30.6.2023
Total shareholder return performance
The following graph shows a comparison of Produce Investment plc’s total shareholder return against that achieved by the AIM All Share Index. 
This measure is seen as the most appropriate to represent the Company’s relative performance for these purposes as the Company is a 
constituent of this index. 
Produce Investments vs AIM All Share
0
20
40
60
80
100
120
140
01/07/14
PIL LN Equity
01/08/14
01/09/14
01/10/14
01/11/14
01/12/14
01/01/15
01/02/15
01/03/15
01/04/15
01/06/15
01/05/15
AXX Index
This graph shows the total shareholder return of Produce Investments plc from the 29 June 2014 to 27 June 2015 relative to the AIM All Share 
Index for the same period.
By order of the Board
Sir David Naish
Chairman of the Remuneration Committee
Directors’ Report
Directors’ Remuneration Report (Continued) 23 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements Strategic Report Overview Directors’ Report
Directors’ Report
Directors’ Responsibilities
in the Preparation of Financial Statements
The Directors are responsible for preparing the Directors’ Report, the Strategic Report and the financial statements in accordance with applicable 
law and regulations. 
Company law requires the Directors to prepare group and company financial statements for each financial year. The Directors are required by  
the AIM Rules of The London Stock Exchange to prepare the group financial statements in accordance with International Financial Reporting 
Standards “IFRS” as adopted by the European Union “EU”.
The Group financial statements are required by law and IFRS adopted by the EU to present fairly the financial position and performance of the 
Group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial 
statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the 
state of affairs of the Group and of the profit or loss of the Group for that period. 
In preparing the Group financial statements, the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with IFRS as adopted by the EU; and
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and 
disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements  
comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for 
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the  
Produce Investments plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from the legislation  
in other jurisdictions. 24 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements
Independent Auditor’s Report 
to the Members of Produce Investments Plc
We have audited the Group and parent company financial statements (“the financial statements”) on pages 25 to 64. The financial reporting 
framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the  
parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit 
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor 
As more fully explained in the Directors’ Responsibilities Statements set out on page 23, the directors are responsible for the preparation of  
the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us  
to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at:  
www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements
In our opinion:
 – The financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 27 June 2015 and  
of the Group’s profit for the 52 weeks then ended;
 – The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
 – The parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 
Practice; and
 – The financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements  
are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
 – Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from 
branches not visited by us; or
 – The parent company financial statements are not in agreement with the accounting records and returns; or
 – Certain disclosures of Directors’ remuneration specified by law are not made; or
 – We have not received all the information and explanations we require for our audit. 
Alan Aitchison (Senior Statutory Auditor)
For and on behalf of BAKER TILLY UK AUDIT LLP, Statutory Auditor 
Chartered Accountants
Third Floor
Centenary House
69 Wellington St
Glasgow
G2 6HG 25 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Financial Statements
Consolidated Income Statement
For the 52 weeks ended 27 June 2015
Note
2015  
£’000
2014  
£’000
Continuing Operations
Revenue 4 178,443 191,832
Cost of sales 7 (113,456) (127,410)
Gross profit 64,987 64,422
Administrative and other operating expenses 7 (56,945) (53,292)
Operating profit before interest, tax, exceptional items and dividends 8,042 11,130
Exceptional items 7 227 (1,617)
Finance costs 6 (1,069) (1,055)
Finance income 6 20 97
Dividends received from investments 3 39 18
Share of profit of associate 3 4 12
Profit before tax 7,263 8,585
Income tax expense 9 (1 ,644) (810)
Profit for the period 5,619 7,775
Attributable to:
Equity holders of the parent 5,485 7,601
Non-controlling interests 134 174
5,619 7,775
Earnings per share attributable to owners of the parent during the year:
Basic earnings per share (pence) 10 20.59 33.64
Diluted earnings per share (pence) 10 19.77 31.71 26 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 27 June 2015
Note
2015  
£’000
2014  
£’000
Profit for the period 5,619 7,775
Other comprehensive income:
Actuarial (loss) in respect of pension scheme 21 (1,119) (1,248)
Deferred tax effect on actuarial loss 9 114 140
Effect of change in tax rate on historic equity tax postings 9 – (132)
Current income tax credit recognised through equity 9 70 81
Deferred tax credited to equity 9 (210) 124
Other comprehensive income for the period, net of tax (1,145) (1,035)
Total comprehensive income for the period, net of tax 4,474 6,740
Attributable to:
Equity holders of the parent 4,340 6,566
Non-controlling interests 134 174
4,474 6,740 27 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Financial Statements
Consolidated Statement of Financial Position
At 27 June 2015
Note
2015  
£’000
2014  
£’000
Assets
Non-current assets:
Property, plant and equipment 12 38,768 38,380
Intangible assets 13 16,652 17,196
Investment in associates 3 172 172
Other investments 3 78 78
Deferred tax assets 9 1,533 1,770
57,203 57,596
Current assets:
Inventories 15 7,683 9,623
Biological assets 5 19,379 16,662
Trade and other receivables 16 28,650 28,243
Prepayments 1,867 2,127
Cash and short-term deposits 17 2,762 2,241
60,341 58,896
Total assets 117,544 116,492
Equity and Liabilities
Equity:
Issued capital 18 267 265
Share premium 18 21,598 21,466
Other capital reserves 19 10,228 10,228
Retained earnings 18,855 16,321
Equity attributable to equity holders of the parent 50,948 48,280
Non-controlling interests 452 343
Total equity 51,400 48,623
Non-current liabilities:
Interest-bearing loans and borrowings 14 7,000 15,250
Other non-current financial liabilities 14 1,201 499
Deferred revenue 20 128 188
Pensions and other post employment benefit obligations 21 6,063 5,279
Deferred tax liability 9 5,542 4,900
19,934 26,116
Current liabilities:
Trade and other payables 23 28,743 29,085
Interest-bearing loans and borrowings 14 16,480 11,509
Deferred revenue 20 97 189
Income tax payable 890 970
46,210 41,753
Total liabilities 66,144 67,869
Total equity and liabilities 117,544 116,492
The financial statements on pages 25 to 58 were approved for issue by the Board of Directors and signed on its behalf by:
B Macdonald
Director  28 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements
Consolidated Statement of Changes In Equity
For the 52 weeks ended 27 June 2015
Note
Issued  
Capital  
(Note 18) 
£’000
Share 
premium 
(Note 18) 
£’000
Other  
capital 
reserves  
(Note 19)  
£’000
Retained 
earnings 
£’000
Total  
£’000
Non-
controlling 
interest  
£’000
Total  
equity  
£’000
As at 29 June 2013 220 15,624 6,227 10,766 32,837 169 33,006
Profit for the period – – – 7,601 7,601 174 7,775
Actuarial loss on post-employment benefit 
obligations – – – (1,248) (1,248) – (1,248)
Deferred tax on actuarial loss – – – 140 140 – 140
Tax rate change on balances taken to equity – – – (132) (132) – (132)
Current year tax taken to equity – – – 81 81 – 81
Deferred tax taken directly to equity – – – 124 124 – 124
Total comprehensive income – – – 6,566 6,566 174 6,740
New shares issued during period 45 5,842 4,001 – 9,888 – 9,888
Share-based payment transactions 22 – – – 298 298 – 298
Equity dividends paid 11 – – – (1,309) (1,309) – (1,309)
As at 28 June 2014 265 21,466 10,228 16,321 48,280 343 48,623
Profit for the period – – – 5,485 5,485 134 5,619
Actuarial loss on post-employment benefit 
obligations – – – (1,119) (1,119) – (1,119)
Deferred tax on actuarial loss – – – 114 114 – 114
Tax rate change on balances taken to equity – – – – – – –
Current year tax taken to equity – – – 70 70 – 70
Deferred tax taken directly to equity – – – (210) (210) – (210)
Total comprehensive income – – – 4,340 4,340 134 4,474
New shares issued during period 2 132 – – 134 – 134
Share-based payment transactions 22 – – – 44 44 – 44
Equity dividends paid 11 – – – (1,850) (1,850) (25) (1,875)
As at 27 June 2015 267 21,598 10,228 18,855 50,948 452 51,400 29 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Financial Statements
Consolidated Cash Flow Statement
For the 52 weeks ended 27 June 2015
2015  
£’000
2014  
£’000
Operating Activities
Profit before tax from continuing operations 7,263 8,585
Adjustments to reconcile profit before tax for the year to net cash inflow from operating activities:
Depreciation, amortisation and impairment of assets 4,713 5,202
Share-based payment transaction expense 44 298
(Gain)/Loss on disposal of property, plant and equipment (928) 9
Finance income (20) (97)
Finance costs 1,069 1,055
Share of net profit of associate (4) (12)
Difference between pension contributions paid and amounts recognised in the income statement (552) (552)
Working capital adjustments:
(Increase)/Decrease in trade and other receivables and prepayments (150) 8,548
(Increase)/Decrease in inventories and biological assets (777) 753
Increase/(Decrease) in trade and other payables 360 (11,479)
Increase/(Decrease) in deferred revenue (152) 82
Interest received 20 17
Income tax paid (864) (1,977)
Net cash flows from operating activities 10,022 10,432
Investing Activities
Proceeds from sale of property, plant and equipment 2,173 –
Purchase of property, plant and equipment (5,760) (6,458)
Purchase of intangible assets (42) (84)
Cashflows arising from purchase of subsidiary – (9,999)
Net cash flows used in investing activities (3,629) (16,541)
Financing Activities
Bank loans drawn during period – 8,759
Bank loans repaid during period (3,000) (5,000)
Bank overdraft repaid during the period (279) (5,024)
Interest paid (852) (862)
Dividends paid to equity shareholders of parent (1,850) (1,309)
Dividends paid to minority interest (25) –
Proceeds from share issues 134 6,131
Net cash flows (used in)/generated from financing activities (5,872) 2,695
Net increase/(decrease) in cash and cash equivalents 521 (3,414)
Cash and cash equivalents at beginning of period 2,241 5,655
Cash and cash equivalents at end of period 2,762 2,241 30 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Financial Statements
Notes to the Consolidated Financial Statements 
For the 52 weeks ended 27 June 2015
1 General information
Produce Investments plc (“the Company”) and its subsidiaries (together “the Group”) is a leading operator in the fresh potato sector with vertically 
integrated activities covering seed production, own growing, processing and packing and supply to the major retailers. The Company’s subsidiaries 
are listed in note 27.
The Company is a public limited company incorporated and domiciled in the UK. Its registered office is Floods Ferry Road, Doddington, March, 
Cambridgeshire, PE15 OUW.
The Company was listed on the London Stock Exchange AIM on 18 November 2010. 
The financial year represents 52 weeks to 27 June 2015 (prior year 52 weeks to 28 June 2014).
These consolidated financial statements were approved for issue on 6 October 2015.
2 Basis of preparation
The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)  
as adopted by the European Union as they apply to the financial statements of the Group for the period ended 27 June 2015 and applied in 
accordance with the Companies Act 2006. The accounting policies which follow set out those policies which apply in preparing the financial 
statements for the period. 
These consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments and biological 
assets, which have both been measured at fair value in line with applicable accounting standards. The consolidated financial statements are 
presented in British pounds sterling (£) and all values are rounded to the nearest thousand (£´000) except when otherwise indicated.
Going concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable 
future and accordingly have adopted the going concern basis in preparing the consolidated financial statements. Further information regarding the 
financial position of the Group, its cash flows, liquidity position, and borrowing facilities are described in the financial statements on pages 25 to 64. 
In addition, the notes to the financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk 
management objectives, details of its financial instruments and hedging activities and exposures to credit, market and liquidity risk. Cash balances 
and borrowings are included in notes 14 and 17 . This disclosure has been prepared in accordance with the Financial Reporting Council’s Going 
Concern and Liquidity Risk: “Guide for Directors of UK Companies 2009”.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 27 June 2015. Subsidiaries are 
fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date 
that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using 
consistent accounting policies. All material intra-group balances, income and expenses, unrealised gains and losses and dividends resulting from 
intra-group transactions are eliminated in full. A change in the ownership interest of a subsidiary, without a change of control, is accounted for as 
an equity transaction. Losses are attributed to the non-controlling interest even if that results in a deficit balance. If the Group loses control over  
a subsidiary, it:
 – Derecognises the assets (including goodwill) and liabilities of the subsidiary;
 – Derecognises the carrying amount of any non-controlling interest;
 – Derecognises the cumulative translation differences, recorded in equity;
 – Recognises the fair value of the consideration received;
 – Recognises the fair value of any investment retained;
 – Recognises any surplus or deficit in profit or loss; and
 – Reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss.
Changes in accounting estimates and disclosures
The Group has adopted all IFRS and IFRIC interpretations effective for periods beginning on or after 29 June 2014. 
Standards issued but not yet effective up to the date of issuance of the Group’s financial statements are listed below:
IFRS 2 Share-based Payment (amendments)
IFRS 3 Business Combinations (amendments)
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (amendments)
IFRS 7 Financial Instruments: Disclosures (amendments)
IFRS 8 Operating Segments (amendments)
IFRS 9 Financial Instruments
IFRS 10 Consolidated Financial Statements (amendments)
IFRS 12 Disclosure of Interests in Other Entities (amendments)
IFRS 13 Fair Value Measurement (amendments)
IFRS 15 Revenue from Contracts with Customers
IAS 1 Presentation of Financial Statements (amendments)
IAS 16 Property, Plant and Equipment (amendments)
IAS 19 Employee Benefits (amendments) 31 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
IAS 24 Related Party Disclosures (amendments)
IAS 27 Separate Financial Statements (amendments)
IAS 28 Investments in Associates and Joint Ventures (amendments)
IAS 38 Intangible Assets (amendments)
IAS 39 Financial Instruments: Recognition and Measurement (amendments)
IAS 41 Agriculture (amendments)
The Group expects that there will be no material impact on the consolidated financial statements resulting from the implementation of the  
above standards.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and 
liabilities within the next financial year are the valuation of biological assets, the measurement and impairment of goodwill, the measurement  
of defined benefit pension obligations and the estimation of share-based payment costs. 
The measurement of biological assets requires assumptions regarding expected yields of crops, percentage of crop that are saleable, and the 
expected market value at the date of harvest. Biological assets at the reporting date were valued at £19.4m (2014: £16.7m) (see note 5). 
The Group reviews whether intangible assets are impaired on an annual basis, and this requires an estimation of the value in use of the cash 
generating units to which the intangible assets are allocated. This involves estimation of future cash flows and choosing a suitable discount rate. 
Intangible assets at the reporting date were valued at £16.7m (2014: £17.2m) (see note 13). 
Measurement of defined benefit pension obligations requires estimation of future changes in salaries and inflation, as well as mortality rates,  
the expected return on assets and the selection of a suitable discount rate. Defined benefit pension obligations at the reporting date were valued 
at £6.1m (2014: £5.3m) (see note 21). 
The estimation of share-based payment costs requires the selection of an appropriate valuation model, consideration as to the inputs necessary 
for the valuation model chosen and the estimation of the number of awards that will ultimately vest, both of which arise from judgements 
relating to the probability of meeting non-market performance conditions and the continuing participation of employees. Share-based payment 
charges in the period were £44,000 (2014: £298,000) (see note 22).
Summary of significant accounting policies
Business combinations and goodwill
Business combinations 
Business combinations are accounted for using the acquisition method. The consideration transferred for the acquisition of a subsidiary is the  
fair values, at the date of acquisition, of the assets transferred, liabilities incurred, and equity interests issued by the Group. The consideration 
transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs 
incurred are expensed. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value  
or at the proportionate share of the acquirees’ identifiable net assets.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in 
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation 
of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the 
acquirer’s previously held equity interest in the acquiree is re-measured to fair value as at the acquisition date through profit or loss.
Goodwill
Goodwill is initially measured at cost being the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree 
and the acquisition date fair value of any previous equity in the acquiree, over the fair value of the Group’s share of the net identifiable assets 
acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is 
recognised in profit or loss. 
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill 
acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units that are expected to 
benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the 
operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. 
Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-
generating unit retained.
The customer lists for Swancote Foods are amortised on a straight line basis over a useful economic life of 15 years. 32 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
2 Basis of preparation (Continued)
Summary of significant accounting policies (Continued)
Investments in associates
The Group’s non-controlling investments in other entities are accounted for on one of two bases, depending on the conditions relevant to  
each investment.
An associate is an entity in which the Group has significant influence. Where such conditions exist, the entity is accounted for using the equity 
method. Under the equity method, the investment in the associate is carried in the statement of financial position at cost plus post-acquisition 
changes in the Group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment 
and is neither amortised nor individually tested for impairment. The income statement reflects the share of the results of operations of the 
associate. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes and 
discloses this, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group 
and the associate are eliminated to the extent of the interest in the associate.
The share of profit of associates is shown on the face of the income statement. This is the profit attributable to equity holders of the associate 
and therefore is profit after tax and non-controlling interests in the subsidiaries of the associates.
Where the Group does not exert significant influence on an entity in which the Group holds a non-controlling investment, this investment is 
accounted for at historic cost, less provisions for any impairment as discussed below.
After application of either the equity or cost method in line with the circumstances described above, the Group determines at each reporting  
date whether there is any evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of 
impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the impaired amount  
in the income statement.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. 
Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and sales taxes (e.g. Value Added Tax) or duty. 
The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. The Group has 
concluded that it is acting as a principal in all of its revenue arrangements. The following specific recognition criteria must also be met before 
revenue is recognised:
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Usually 
the risks and rewards of ownership transfer on despatch of the goods, however, for some customers, the risks and rewards of ownership pass to 
the buyer when the goods arrive with the buyer. Revenue from the sale of potatoes, daffodil flowers and bulbs to retailers and processors, is 
recognised on despatch. Revenue from the sale of seed potatoes is recognised on confirmed delivery. Given that goods are principally fresh food 
products that arrive with the buyer within hours of despatch, the date of despatch and the date of arrival are typically the same. 
Rental income arising from operating leases is accounted for on a straight line basis over the lease terms. Rentals paid in advance are recognised 
as deferred revenue. 
Biological assets and agricultural produce
The Group’s operations include activities which are agricultural in nature and are subject to the recognition, measurement and disclosure 
requirements of IAS 41 Agriculture. The Group has identified its potato and daffodil bulb crops in the ground as biological assets. These assets are 
measured on initial recognition and at the end of each reporting period at fair value less cost to sell. Gains or losses arising on initial recognition of 
both biological assets and agricultural produce and any subsequent changes in fair value are recognised in the income statement in the period in 
which they arise. 
Taxes
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to 
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the 
reporting date. Current income tax relating to items recognised directly in equity is recognised in other comprehensive income and not in the 
income statement. 
Deferred tax
Deferred tax is provided using the balance sheet liability method on temporary differences at the reporting date between the tax bases of assets 
and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary 
differences, except:
 – Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business 
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
 – In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the 
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the 
foreseeable future;
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 33 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
 – Deferred tax assets are recognised for deductible temporary differences, including the carry forward of unused tax credits and unused tax 
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry 
forward of unused tax credits and unused tax losses can be utilised except;
 – Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a 
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit  
or loss; and
 – In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred 
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable 
profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that 
sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are 
reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred 
tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset  
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. 
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation 
to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset, 
if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same 
taxable entity and the same taxation authority.
Pensions and other post-employment benefits
The Group operates a defined benefit pension plan, which requires contributions to be made to a separately administered fund. From  
31 October 2007 the defined benefit plan has ceased to accrue benefits going forward and accordingly there are no current service costs. The 
Group will continue to fund the scheme to ensure that it can meet its obligations. The cost of providing benefits under the defined benefit plan is 
determined using the Projected Unit Credit method, calculated by an independent actuary every three years, and updated on an annual basis. 
Actuarial gains and losses are recognised directly in equity and included as part of other comprehensive income.
The past service costs are recognised as an expense on a straight line basis over the average period until the benefits become vested. If the 
benefits have already vested, immediately following the introduction of, or changes to, a pension plan, past service costs are recognised.
The defined benefit asset or liability comprises the present value of the defined benefit obligation less past service costs and actuarial gains and 
losses not yet recognised and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are not available to the 
creditors of the Group, nor can they be paid directly to the Group. The present value of the defined benefit obligation is determined by discounting 
the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the 
benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability. Asset fair values are based on 
market price information and in the case of quoted securities it is the published bid price. The value of any defined benefit asset recognised is 
restricted to the sum of any past service costs and actuarial gains and losses not yet recognised and the present value of any economic benefits 
available in the form of refunds from the plan or reductions in the future contributions to the plan.
In addition to the defined benefit plan, the Group operates a stakeholder scheme and a personal pension plan. These are both defined 
contribution schemes. Contributions payable into these schemes during the period are charged to the income statement as they fall due. 
Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the 
statement of financial position.
Share-based payment transactions
Equity-settled transactions
The cost of equity settled transactions with employees is measured by reference to the fair value at the date which they are granted and is 
recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. 
Fair value is determined using the Black Scholes option pricing model.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which 
are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance criteria are satisfied.
At each reporting date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired  
and management’s best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that  
will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in 
cumulative expense since the previous reporting date is recognised in profit or loss, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based 
on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder 
of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award 
and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in profit  
or loss for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is 
deducted from equity, with any excess over fair value being treated as an expense in profit or loss. 34 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
2 Basis of preparation (Continued)
Summary of significant accounting policies (Continued)
Financial assets 
Initial recognition and measurement
Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-
maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as 
appropriate. The Group determines the classification of its financial assets at initial recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the 
marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
The Group’s financial assets include cash and short-term deposits, trade and other receivables, loans and other receivables and derivative  
financial instruments.
Financial liabilities
Initial recognition and measurement
Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as 
derivatives designated as hedging instruments in an effective hedge, as appropriate. The Group determines the classification of its financial 
liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, net of directly 
attributable transaction costs.
The Group’s financial liabilities include trade and other payables, bank overdrafts, loans and borrowings and derivative financial instruments.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability 
is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such 
an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the 
respective carrying amounts is recognised in the income statement.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount reported in the consolidated statement of financial position if, and only if, 
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the 
assets and settle the liabilities simultaneously.
Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Group uses interest rate swaps to hedge its interest rate risk. These derivative financial instruments are initially recognised at fair value on the 
date on which a derivative contract is entered into and are subsequently remeasured at fair value at the end of each reporting period. These 
instruments have been designated as ‘financial assets and liabilities at fair value through profit or loss’. Accordingly, assets and liabilities arising 
from these derivative financial instruments are carried in the Statement of Financial Position at fair value with gains or losses recognised in the 
income statement. The Group has not designated any derivatives for hedge accounting. 
Current versus non-current classification
Derivative instruments that are not designated as effective hedging instruments are classified as current or non-current or separated into a 
current and non-current portion based on an assessment of the facts and circumstances (i.e. the underlying contracted cash flows).
 – Where the Group will hold a derivative as an economic hedge (and does not apply hedge accounting) for a period beyond 12 months after the 
reporting date, the derivative is classified as non-current (or separated into current and non-current portions) consistent with the classification 
of the underlying item.
 – Embedded derivatives that are not closely related to the host contract are classified consistent with the cash flows of the host contract.
 – Derivative instruments that are designated as, and are effective hedging instruments, are classified consistent with the classification of the 
underlying hedged item. The derivative instrument is separated into a current portion and non-current portion only if a reliable allocation can 
be made.
Property plant and equipment
Property plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes 
the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. 
When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual 
assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying 
amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are 
recognised in the income statement as incurred. The present value of the expected cost for the decommissioning of the asset after its use is 
included in the cost of the respective asset if the recognition criteria for a provision are met. 
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 35 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Depreciation is calculated on a straight line basis over the estimated useful life of the asset as follows:
 – Buildings   5 to 50 years
 – Plant and equipment  5 to 15 years 
 – Fixtures and fittings  2 to 10 years 
 – Land is not depreciated.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic 
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net 
disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The assets’ residual 
values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date: whether 
fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. 
Group as a lessee
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised  
at the commencement of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease 
payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the 
remaining balance of the liability. Finance charges are recognised in the income statement. Leased assets are depreciated over the useful life of 
the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated 
over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an expense in the 
income statement on a straight line basis over the lease term.
Group as a lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial 
direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term 
on the same bases as rental income. 
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination 
is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation 
and impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is 
reflected in the income statement in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite 
or indefinite. All intangible assets of the Group, other than goodwill, are assessed as having finite lives.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication of 
impairment. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each 
financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the  
asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The 
amortisation expense on intangible assets with finite lives is recognised within administrative and other operating expenses in the income statement.
Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the 
Group can demonstrate:
 – The technical feasibility of completing the intangible asset so that it will be available for use or sale;
 – Its intention to complete and its ability to use or sell the asset;
 – How the asset will generate future economic benefits;
 – The availability of resources to complete the asset; and
 – The ability to measure reliably the expenditure during development.
Amortisation of the asset begins when development is complete and the asset is available for use. Such assets are amortised straight line over 
five years, being the period of expected future benefit. During the period of development, the asset is tested for impairment annually. 
Patents and licences
Patents are the accumulated costs of applying for patents in the UK. An amortisation period of three years (straight line) is used as a conservative 
estimate of the length of effectiveness of the patent.
Foreign currency translation
The Group’s consolidated financial statements are presented in British pounds, which is also the parent company’s functional currency. Each 
entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that 
functional currency.  36 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
2 Basis of preparation (Continued)
Summary of significant accounting policies (Continued)
Foreign currency translation (Continued)
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date  
of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of 
exchange ruling at the reporting date. All differences are taken to the income statement. 
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates  
of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date 
when the fair value is determined.
Inventories 
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and conditions 
are accounted for as follows:
 – Raw materials – purchase cost on a first in, first out basis.
 – Finished goods and work in progress – cost of direct materials and labour and a proportion of manufacturing overheads based on normal 
operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs 
necessary to make the sale.
Agricultural produce is recognised at fair value less costs to sell at the date of harvest. Once harvested, these goods are subsequently accounted 
for under IAS2 in the same manner as other inventories purchased from third parties.
Impairment of non-financial assets including goodwill
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual 
impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of 
an asset’s or cash-generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset 
does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an 
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value 
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments 
of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. 
Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of 
the impaired asset.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable 
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its 
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been 
recognised for the asset in prior years. Such reversal is recognised in the income statement.
Impairment losses relating to goodwill are not reversed in future periods.
Cash and short-term deposits
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original 
maturity of three months or less. For the purpose of the consolidated statement cash flows, cash and cash equivalents consist of cash and 
short-term deposits as defined above, net of outstanding bank overdrafts.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow 
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the 
obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is 
recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the 
income statement net of any reimbursement. 
Exceptional items
The Group presents as exceptional items on the face of the income statement those material items of income and expense which, because of the 
nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the 
elements of financial performance in that year, so as to facilitate comparison with prior periods and to better assess trends in financial performance.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 37 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
3 Investments 
The Group has non-controlling investments in three companies which are classified as associates or other investments and listed below. The fair 
value of these investments cannot be reliably measured, therefore they are held at historic cost. 
Organic Potato Growers (Scotland) Limited
The Group has a 33.3% interest in Organic Potato Growers (Scotland) Limited, a company incorporated in Scotland which is involved in the 
growing of potatoes. 
Organic Potato Growers (Scotland) Limited is a private entity that is not listed on any public exchange. Organic Potato Growers (Scotland) Limited 
reports its financial performance with a year end of 31 May. The following table illustrates summarised unaudited financial information of the 
Group’s investment in Organic Potato Growers (Scotland) Limited:
2015  
£’000
2014  
£’000
Share of the associate’s statement of financial position
Current assets 240 205
Non-current assets 537 504
Current liabilities (398) (336)
Non-current liabilities (192) (195)
Equity 187 178
Share of the associate’s revenue and profit:
Revenue 408 414
Profits 4 12
Carrying amount of the investment 172 172
A dividend of £nil was received in the year (2014: £18,000).
BROP 
The Group has a 30% interest in BROP, a company incorporated in the Czech Republic which is involved in the growing and selling of potatoes. 
BROP is a private entity that is not listed on any public exchange. The Group does not exert significant influence over this entity and therefore 
does not regard it as an associate. The Group has reached this conclusion because there is no Group involvement in BROP’s day-to-day trading  
and management, no participation in everyday decisions, no exchanges of personnel between the entities and no essential technical information 
exchanged between the entities.
The Group therefore accounts for its interest in BROP at cost, less provision for impairment if necessary.
The following table illustrates summarised unaudited financial information of the Group’s investment in BROP:
2015  
£’000
2014  
£’000
Share of the investment’s statement of financial position
Current assets 484 513
Non-current assets 154 101
Current liabilities (79) (76)
Non-current liabilities – –
Equity 559 538
Share of the investment’s revenue and profit:
Revenue 1,065 1,930
Profits 21 74
Carrying amount of the investment 21 21
A dividend of £26,000 was received in the year (2014: £nil).
Kernow Grain Ltd
The Group has an investment, valued at cost, of £57,000 in Kernow Grain Ltd as part of the acquisition of Rowe Farming Ltd. Kernow Grain Ltd is  
a cooperative of farmers who are required to invest a figure based on their level of activity in the company.  38 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
4 Operating segment information
Management have determined the operating segments based on the reports utilised by the Directors that are used to make strategic decisions. 
These are split as follows:
 – Fresh;
 – Processing; and 
 – Other.
Fresh comprises the sites, staff and assets that grow, source, pack and deliver fresh produce to customers, ranging from large retailers, wholesalers 
to small private businesses. This covers potatoes, daffodils and bulbs. As an element of raw material is not suitable for this purpose it also includes 
any supplementary sales achieved.
Processing comprises the staff and assets that supply pre-prepared potato products which are ultimately sold as ingredients for food manufacturers.
Other comprises seed sales for both the UK and export, traded volume where Greenvale acts as an intermediary between the farmer and the  
end customer taking a small margin to cover costs, and all sales activities of Restrain Company Limited, a 70% owned subsidiary that provides 
ethylene-based storage solutions for potatoes and onions.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and 
performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit 
or loss in the consolidated financial statements. However, Group financing (including finance costs and finance income) and income taxes are 
managed on a Group basis and are not allocated to operating segments. Assets and liabilities are not segmented for management information 
purposes for consideration by the Board as the Chief Operating Decision Maker other than as below. Assets and Liabilities are discussed  
further below.
Inventory procurement, receivables and payables are managed centrally and as a result assets and liabilities are managed at Group level. 
Consequently, no segmental analysis of these items is presented.
Operating segment information
52 weeks ended 27 June 2015
Fresh  
£000
Processing 
£000
Other  
£000
Total  
£000
Revenue 147,997 6,572 23,874 178,443
Depreciation and amortisation (3,490) (727) (496) (4,713)
Other operating costs (137,425) (6,129) (22,134) (165,688)
Operating profit before exceptional items, interest and dividends 7,082 (284) 1,244 8,042
Costs not allocated:
Exceptional items 227
Finance costs (1,069)
Finance income 20
Share of profit of associate 4
Dividends received 39
Profit before tax 7,263
Capital expenditure (4,211) (266) (1,283) (5,760)
Development costs – – (42) (42)
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 39 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
52 weeks ended 28 June 2014
Fresh  
£000
Processing 
£000
Other  
£000
Total  
£000
Revenue 152,518 9,024 30,290 191,832
Depreciation and amortisation (3,197) (669) (471) (4,337)
Other operating costs (139,100) (8,111) (29,154) (176,365)
Operating profit before exceptional items, interest and dividends 10,221 244 665 11,130
Costs not allocated:
Exceptional items (1,617)
Finance costs (1,055)
Finance income 97
Share of profit of associate 12
Dividends received 18
Profit before tax 8,585
Capital expenditure (4,918) (934) (606) (6,458)
Development costs – – (84) (84)
The accounting policies for the segments are the same as those described in the summary of significant accounting policies. The revenues and 
operating profit per reportable segment agree in aggregate to the consolidated totals per the financial statements.
Segmentation of assets and liabilities
Investments in associates are not segmented. Such items are managed at board level and are not integral to the operations of any of the  
Group segments. 
Other non-current financial assets and liabilities are not segmented. Such items are managed at Board level with the support of the Group central 
services team. These items are not integral to the operations of any of the Group segments.
No segmentation is presented in respect of receivables, payables and cash. The Group central services team manages Group treasury, cash flow, 
payables and receivables independently from the operating segments. 
Taxation matters are managed by the Group central services team and are not segmented.
Inventories and biological assets are managed centrally by the Group procurement team. Inventories are usually stored at a Group location most 
appropriate for the supplier to deliver the goods to, usually the closest geographical location to the supplier. The inventories are then used in the 
delivery of goods and services to all segments within the Group. 
The Group central services team coordinates prepayments, accruals and provisions and these are not segmented. 
The deferred revenue is managed by the central services team. All deferred revenue relates to the ‘other’ segment.
Intangible assets
2015  
£’000
2014  
£’000
Fresh 7,295 7,300
Processing 9,245 9,770
Other 111 126
Total 16,651 17,196
Property, plant and equipment analysis
2015  
£’000
2014  
£’000
Fresh 27,828 27,801
Processing 2,461 2,663
Other 2,719 1,796
Unallocated 5,760 6,120
Total 38,768 38,380
The amounts for items which are not segmented are disclosed in the Statement of Financial Position. 40 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
4 Operating segment information (Continued)
Geographical information
Revenues from external customers
2015  
£’000
2014  
£’000
UK 173,564 185,632
Other EU countries 2,277 2,924
Rest of the world 2,602 3,276
Total revenue per consolidated income statement 178,443 191,832
The revenue information above is based on the location of the customer.
The Group has two significant customers included within the fresh segment, with turnover as listed below:
2015  
£’000
2014  
£’000
Customer 1 69,496 71,003
Customer 2 37,283 45,910
5 Biological assets
2015  
£’000
2014  
£’000
Opening value of biological assets 16,662 11,900
Biological assets acquired – 4,890
Harvested potatoes transferred to inventories (22,742) (17,393)
Harvested daffodil bulbs transferred to inventories (500) (600)
Changes in fair value 1,488 120
Growing costs invested in the crop 24,471 17,745
Closing value of biological assets 19,379 16,662
The fair values above are attributable to consumable biological assets, where the Group has ownership of such assets at the reporting date. The 
fair values have been calculated as the present value of the net cashflows expected to be generated by harvested produce at the reporting date. 
The key assumptions used in determining the fair value have been as follows:
 – Future costs of growing are based on forecast amounts;
 – Selling prices are based on management’s estimate of the year’s harvest prices;
 – Ware yields between 5-23 tonnes per acre, depending on variety;
 – Seed yields between 7-22 tonnes per acre, depending on variety; and
 – Daffodil bulb yields 14 tonnes per acre, depending on variety.
The biological assets represent the following:
 – Crops of partially grown potato plants at each reporting date; and
 – Bulb stocks which remain in the ground for up to four years, from which daffodils will grow at certain times of the year, and which will be 
dormant for the rest of the year.
Potato crops are usually planted between January and May each year, depending on the geography, variety and weather. Harvesting normally 
occurs between April and October. The Group plants between 6,000 and 8,000 acres of land every growing season, with an expected yield of 
60,000-100,000 tonnes of potatoes at harvest. This ‘own grown’ harvest of potatoes supplements the external purchases required to meet the 
demands of the Group’s customers. Financial risk is therefore restricted to the actual costs invested in the crop, and this is monitored regularly to 
ensure that there are no exposures in the asset base of the Group.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 41 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
The Group has in the ground between 1,000 and 1,600 acres of bulb stocks, of which 250 to 400 acres are harvested and replanted each year. 
This bulb stock provides both the daffodils and bulbs for sale. Financial risk is consistent with potato crops (see above). 
The fair value, less costs to sell, of produce harvested from biological assets during the period was £22,742,000 (2014: £17,393,000).
There are no restrictions on title of the crops growing in the ground. However, as part of HSBC Bank’s overall charge on the assets of the business, 
the bank reserves the right to place a charge on all inventory of the Group, including biological assets, in the event that such security is required.
The Group had commitments at the reporting date of £1,500,000 (2014:£1,400,000) in respect of developing or acquiring biological assets.  
This represents land rents and planting costs payable during the remainder of the growing cycle.
Growing potatoes
2015 2014
Acres planted at the end of the year 4,666 5,808
Expected yield (tonnes/acre) 16 16
Growing daffodil bulbs
2015 2014
Acres planted at the end of the year 1,751 1,248
Expected yield (tonnes/acre) 14 14
6 Finance costs and finance income
Finance costs
2015  
£’000
2014  
£’000
Interest on overdrafts and other finance costs 852 862
Net interest on pension obligations 217 193
Total finance costs 1,069 1,055
Finance income
2015  
£’000
2014  
£’000
Interest receivable 20 17
Net profit on financial assets and liabilities at fair value through profit and loss – 80
Total finance income 20 97 42 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
7 Analysis by nature of items included in the consolidated income statement
2015  
£’000
2014  
£’000
Revenue 178,443 191,832
Cost of inventories recognised as an expense (94,073) (108,445)
Consumables (7,831) (8,608)
Other external charges and direct sales costs (11,552) (10,357)
Gross profit 64,987 64,422
Staff costs (36,118) (30,863)
Depreciation:
– owned (3,927) (3,559)
– leased (200) (180)
Amortisation (586) (598)
Other operating charges (12,034) (16,303)
Research and development (397) (392)
Minimum lease payments recognised as operating expense:
– plant and machinery (654) (719)
– fixtures and fittings (496) (506)
– land and buildings (2,533) (172)
Operating profit before exceptional items, interest and dividends 8,042 11,130
Share of associate investment 4 12
Exceptional items 227 (1,617)
Finance costs (1,069) (1,055)
Dividends received 39 18
Finance income 20 97
Profit before tax 7,263 8,585
The exceptional items refer to the final costs relating to the closure of the Ternhill site and the profit on sale of the premises. In addition, the effect 
on the normal trading activity level of the Swancote issue has been included.
Auditor’s remuneration
Remuneration paid to Baker Tilly UK Audit LLP and its associates by all Group companies during the period was as follows:
2015  
£’000
2014  
£’000
Audit services:
Audit of these financial statements 106 110
Audit of financial statements of subsidiaries 20 11
Tax services:
Compliance services 51 65
Corporate finance transactions 14 17
8 Employee benefits expense
2015  
£’000
2014  
£’000
Wages and salaries 32,765 27,798
Social security costs 2,761 2,315
Pension costs 548 452
Share-based payment expense 44 298
Total employee benefit expenses 36,118 30,863
Wages and salaries include agency labour amounting to £2,224,000 (2014: £1,195,000).
The average monthly number of persons (including Directors) employed by the Group during the period is disclosed within the Directors’ Report.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 43 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Directors’ remuneration
The aggregate amount of remuneration paid to Directors by the Group during the period was:
2015  
£’000
2014  
£’000
Emoluments for qualifying services 425 635
Company pension contributions to money purchase scheme 37 36
Employer’s National Insurance 91 78
Non-executive Directors’ fees 200 200
Total 753 949
The above remuneration includes all Executive Directors and Non-executive Directors of the Group. All fees paid are disclosed within the Directors’ 
Remuneration Report.
Emoluments disclosed above include the following amounts paid to the highest paid Director:
2015  
£’000
2014  
£’000
Emoluments for qualifying services 242 346
Employer’s National Insurance 42 39
Total 284 385
9 Income tax
The major components of income tax expense for the period are:
Consolidated income statement
2015  
£’000
2014  
£’000
Current income tax expense 1,016 2,637
Amounts overprovided in previous years (155) (207)
Total current income tax 861 2,430
Deferred tax:
Effect of rate change on opening balance – (90)
Origination and reversal of temporary differences 620 (1,267)
Adjustments in respect of previous periods 163 (263)
783 (1,620)
Tax expense in the income statement 1,644 810
Consolidated statement of comprehensive income
2015  
£’000
2014  
£’000
Tax items charged/(credited) directly to equity during the period:
Deferred tax rate change on retirement benefit obligations – 132
Deferred tax movement on retirement benefit obligations (114) (140)
Deferred tax movement on share-based payments 210 (124)
Current tax taken directly to equity (70) (81)
Income tax credited directly to equity 26 (213)
There are no income tax consequences attaching to the payments of dividends by the Group to its shareholders. 44 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
9 Income tax (Continued)
A reconciliation between the tax expense and the product of accounting profit multiplied by the UK´s domestic tax rate for the period is as follows:
2015  
£’000
2014  
£’000
Profit before tax 7,263 8,585
Tax at 20.75 % (2014: 22.5 %) 1,507 1,931
Effect of:
Expenses non-deductible 104 107
Change in tax rate (34) (389)
Income not taxable (199) –
Defined benefit pension scheme (48) (192)
Share-based payments 130 (208)
Adjustments in respect of prior years 251 (470)
Overseas losses not available for tax purposes (67) 31
Tax expense in the income statement 1,644 810
The change in the tax rate for the year arises as a result of the UK corporation tax reduction from 21 % to 20% , which took effect from April 2015. 
The weighted average corporation tax rate for the period to 27 June 2015 was 20.75 % (2014: 22.5 % ).
Deferred tax
The deferred tax included in the statement of financial position is as follows:
2015  
£’000
2014  
£’000
Non-current deferred tax liabilities
Accelerated capital allowances 1,733 1,497
Other 2,054 1,894
Fair value adjustments (biological assets) 1,008 657
Fair value adjustments (customer lists) 734 839
Fair value of interest rate swaps 13 13
5,542 4,900
Non-current deferred tax assets
Pensions and post employment obligations 1,237 1,080
Share-based payments 296 674
Other – 16
1,533 1,770
Net deferred tax position
2015  
£’000
2014  
£’000
Net deferred tax 4,009 3,130
Reconciliation of total deferred tax movements
2015  
£’000
2014  
£’000
Opening net deferred tax 3,130 4,129
Deferred tax balances acquired – 753
Income statement 783 (1,620)
Statement of comprehensive income 96 (132)
Closing net deferred tax 4,009 3,130
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 45 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
The deferred tax included in the income statement is as follows:
2015  
£’000
2014  
£’000
Accelerated capital allowances 236 (361)
Pensions and post-employment obligations (43) (34)
Other 176 (525)
Acquisition fair value adjustments – customer lists (105) (247)
Share-based payments 168 (115)
Movement in fair value of interest rate swap – 16
Temporary differences arising from valuation of biological assets 351 (354)
Deferred income tax charge/(credit) 783 (1,620)
10 Earnings per share
2015 2014
Profit attributable to equity shareholders (£’000) 5,485 7,601
Weighted average number of ordinary shares in issue 26,642,319 22,595,272
Weighted average number of options with dilutive effect 1,106,789 1,376,418
Total number of shares – fully diluted 27,749,108 23,971,690
Basic earnings per share – pence 20.59 33.64
Diluted earnings per share – pence 19.77 31.71
Adjusted earnings per share
Operating profit (£’000) 8,269 9,513
Exceptional items (227) 1,617
Finance costs and income (£’000) (1,049) (958)
Dividends received from investments 39 18
Income from associate 4 12
Adjusted profit before tax (£’000) 7,036 10,202
Tax on adjusted profit at effective rate (£’000) (1,592) (951)
Adjusted profit after tax (£’000) 5,444 9,131
Adjusted profit attributable to ordinary shareholders (£’000) 5,310 8,957
Adjusted basic earnings per share – pence 19.93 39.64
Adjusted diluted earnings per share – pence 19.13 37.36
  
11 Dividends
2015  
£000
2014  
£000
Interim dividend of 2.39 pence per share in respect of 2015 (2014: 2.275 pence per share) 639 504
Final dividend of 4.55 pence per share in respect of 2014 (2014: 3.64 pence per share) 1,211 805
Total dividends paid in the year 1,850 1,309
The Directors propose a final dividend of 4.775 pence per share payable on 3 November 2015 to shareholders who are on the register at 
16 October 2015. This dividend totalling £1,280,000 has not been recognised as a liability in these consolidated financial statements. 46 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
12 Property, plant and equipment 
Freehold land 
and buildings 
£’000
Plant and 
equipment 
£’000
Fixtures  
and fittings 
£’000
Total  
£’000
Cost:
At 29 June 2013 20,321 30,409 1,067 51,797
Additions 1,495 4,900 63 6,458
Acquired with The Jersey Royal Company – 4,525 105 4,630
Acquired with The Kent Potato Company 3,782 1,294 – 5,076
Disposals – (69) – (69)
At 28 June 2014 25,598 41,059 1,235 67,892
Additions 755 4,170 835 5,760
Disposals (2,051) (921) (18) (2,990)
At 27 June 2015 24,302 44,308 2,052 70,662
Depreciation and impairment:
At 29 June 2013 5,381 18,809 778 24,968
Depreciation for the period 796 2,834 109 3,739
Impairment – 865 – 865
Disposals – (60) – (60)
At 28 June 2014 6,177 22,448 887 29,512
Depreciation for the period 946 3,043 138 4,127
Disposals (987) (740) (18) (1,745)
At 27 June 2015 6,136 24,751 1,007 31,894
Net book value:
At 28 June 2014 19,421 18,611 348 38,380
At 27 June 2015 18,166 19,557 1,045 38,768
Assets used as security
Land and buildings with a carrying amount of £15.5m (2014: £16.6m) are subject to a first charge to secure two of the Group’s bank loans  
(note 14).
13 Intangible assets 
Goodwill 
£’000
Customer 
relationships 
£’000
Development 
costs  
£’000
Patent  
costs  
£’000
Total  
£’000
Cost or valuation:
At 29 June 2013 12,029 7,868 515 12 20,424
Additions 878 – 108 – 986
At 28 June 2014 12,907 7,868 623 12 21,410
Additions – – 42 – 42
At 27 June 2015 12,907 7,868 665 12 21,452
Amortisation:
At 29 June 2013 – 3,170 434 12 3,616
Amortisation for the period – 535 63 – 598
At 28 June 2014 – 3,705 497 12 4,214
Amortisation for the period – 535 51 – 586
At 27 June 2015 – 4,240 548 12 4,800
Net book value:
At 28 June 2014 12,907 4,163 126 – 17,196
At 27 June 2015 12,907 3,628 117 – 16,652
The carrying amount of goodwill includes amounts attributable to the acquisition of Swancote Foods completed in July 2007, the acquisition of 
Rowe Farming completed in October 2012, and the acquisition of The Jersey Royal Company and The Kent Potato Company completed in May 
2014. The carrying amount of customer relationships is attributable solely to the acquisition of Swancote Foods.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 47 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
The Group tests goodwill and the value of customer relationships for impairment on an annual basis. The amounts calculated are based on the 
future cash flows generated based upon a value in use basis. 
The key assumptions for the value in use calculations are:
 – The forecasted changes in volumes (by consideration of future sales plans and production capacity); 
 – Revenues (by management’s growth estimates of revenue to existing and new customers based on an understanding of the needs of those 
customers obtained through working relationships);
 – Cost of sales and direct costs (by assessing efficiency of processes and underlying anticipated purchase prices); and
 – Future anticipated capital expenditure.
A pre-tax discount rate of 11 % (2014: 10%) has been used in these calculations and applied to future cash flow projections. The Group updates 
cash flow forecasts based on the most recent budgets/forecasts approved and reviewed by the Directors and extends these forward for the next 
five years based on those forecasts with a residual terminal value computed at the end of year five. Operating profit growth of 2%-3% per annum 
from 2015 (2014: 2%-3%) has been assumed.
Sensitivity analysis has been carried out by the Directors and they are comfortable that there is no requirement for any impairment of goodwill or 
customer relationships. The Directors will continue to perform reviews of these balances at least annually to ensure that any changes in customer 
or market conditions are considered. 
14 Financial liabilities 
The Group uses interest rate swaps to manage interest rate risk on interest-bearing loans and borrowings, which mean the Group pays a fixed 
interest rate rather than being subject to fluctuations in the variable rate. The Group has not designated these derivatives as cash flow hedges. 
These are aged in line with the maturity of the loans against which they were taken out. Consequently, such derivatives are treated as non-current 
in these financial statements.
Other financial liabilities
2015  
£’000
2014  
£’000
Total financial liabilities (non-current) 1,201 499
Interest-bearing loans and borrowings 2015
Interest rate  
% Maturity
Current  
£’000
Non-current  
£’000
Facility A(1) LIBOR+3.00% Oct 2016 1,500 3,500
Facility A(2) LIBOR+3.00% Oct 2016 1,500 3,500
Revolving Credit – facility B LIBOR+3.00% Oct 2016 5,250 –
Invoice Finance Agreements 2.25% 8,230 –
Total interest-bearing loans and borrowings 16,480 7,000
Interest-bearing loans and borrowings 2014
Interest rate  
% Maturity
Current  
£’000
Non-current  
£’000
Facility A(1) LIBOR+2.85% Oct 2016 1,375 5,000
Facility A(2) LIBOR+2.95% Oct 2016 1,375 5,000
Revolving Credit – facility B LIBOR+3.25% Oct 2016 – 5,250
Invoice Finance Agreements 2.25% 8,759 –
Total interest-bearing loans and borrowings 11,509 15,250
The bank loans at 27 June 2015 were represented by the following:
Facility A(1) (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,125k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to a fixed rate hedge of 4.02%.
Facility A(2) (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,125k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to an interest rate cap of 3.75 %.
Revolving credit facility – facility B (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments can be made at the end 
of each calendar month at a minimum of £1m. Since October 2012 £5.75m has been repaid in this way. 48 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
14 Financial liabilities (Continued)
The Company has entered into an interest rate swap and cap (as above) to fix the overall cost of loan A. The fair value of the swap at the 
reporting date was £65,000 (2014: £65,000).
Greenvale AP Ltd and Rowe Farming Ltd have both entered into an Invoice Finance Agreement during the year. Borrowings are secured on sales 
invoices raised, the combined amount drawn from the facility at 27 June 2015 was £8,230,000. Interest rates are 2.25 %.
Fair values
The Directors do not consider there to be any material differences between the fair values and carrying values of any financial assets or liabilities 
recorded within these financial statements at the reporting date.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
 – Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
 – Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or 
indirectly; and
 – Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
At 27 June 2015, the Group held the following financial instruments measured at fair value:
Assets measured at fair value
27 June 2015 
and  
28 June 2014 
 £’000
Level 1  
£’000
Level 2  
£’000
Level 3  
£’000
Financial assets at fair value through profit or loss:
Interest rate derivatives 65 – 65 –
The above assets are shown on the statement of financial position netted off other non-current financial liabilities.
A put and call option exists relating to the Peacock pack site in Jersey, The Group has a call option, which is exercisable before 16 May 2019, and 
the current owners have a put option over the same period. The Group has valued the option at £nil (2014: £nil) as the strike price is considered to 
be equal to the fair value of the underlying asset.
During the reporting periods ending 27 June 2015 and 28 June 2014, there were no transfers between Level 1 and Level 2 fair value 
measurements, and no transfers into and out of Level 3 fair value measurements.
15 Inventories 
2015  
£’000
2014  
£’000
Raw materials (at cost) 7,327 9,249
Finished goods (at cost or net realisable value) 356 374
Total inventories at cost or net realisable value 7,683 9,623
The inventories values above exclude the values of crops of potatoes growing in the ground. These are reflected separately as biological assets 
and are discussed in note 5.
There are no provisions against the above inventory at the period end (2014: £nil). 
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 49 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
16 Trade and other receivables 
2015  
£’000
2014  
£’000
Trade receivables 24,748 26,127
Other receivables 3,902 2,116
Total trade and other receivables 28,650 28,243
Trade receivables are non-interest-bearing and are generally on 30-90 day terms. 
Receivables are in sterling denominations, with the exception of €91,000 (2014: €163,000).
As at 27 June 2015, trade receivables with an initial value of £13,000 (2014: £30,000) were impaired and fully provided for. See below for the 
movements in the provision for the impairment of receivables. 
2015  
£’000
2014  
£’000
At 28 June 2014 30 67
Reversal of unused amounts (17) (37)
At 27 June 2015 13 30
All provisions above relate to individually impaired amounts.
The ageing analysis of trade receivables is as follows:
Past due but not impaired
Total  
£’000
Neither past 
due nor 
impaired 
£’000
<30 days 
£’000
30-60 days 
£’000
61-90 days 
£’000
91-120 days 
£’000
2015 24,748 20,787 2,357 848 367 389
2014 26,127 22,349 2,077 947 200 554
2013 23,683 19,249 1,840 866 565 1,163
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to historical information about counter 
party default rates. These balances relate to existing customers who have not defaulted in the past.
17 Cash and short-term deposits 
2015  
£’000
2014  
£’000
Cash at banks and on hand 2,762 2,241
Total cash and short-term deposits 2,762 2,241
The Group did not place any cash on short-term deposit in any of the periods presented within these financial statements. 
At 27 June 2015, the Group had available £2,906,000 (2014: £2,600,000) of undrawn committed borrowing facilities in respect of which all 
conditions precedent had been met.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at 27 June 2015:
2015  
£’000
2014  
£’000
Cash at banks and on hand 2,762 2,241 50 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
18 Issued capital 
Number of 
ordinary 
shares 
(thousands)
Ordinary 
shares  
£’000
Share 
premium 
£’000
Total  
£’000
As at 29 June 2013 22,054 220 15,624 15,844
Issued on exercise of share options 174 2 129 131
New share issue 2,727 27 5,713 5,740
Issued on acquisition of Jersey Royal Potato Company 1,591 16 – 16
As at 28 June 2014 26,546 265 21,466 21,731
Issued on exercise of share options 207 2 132 134
As at 27 June 2015 26,753 267 21,598 21,865
At 29 June 2013, there were 22,053,928 ordinary shares in issue in the Company. All shares carry equal voting rights. 
At 28 June 2014 there were 26,546,574 ordinary shares in issue in the Company. All shares carry equal voting rights. 
At 27 June 2015 there were 26,752,981 ordinary shares in issue in the Company. All shares carry equal voting rights.
19 Other capital reserves
Acquisition 
reserve  
£’000
Total  
£’000
At 28 June 2014 and 27 June 2015 10,228 10,228
Acquisition reserve
This is a non-distributable reserve that arose by applying merger relief s612 CA2006 (previously s131 CA85) to the shares issued in 2008 in 
connection with the acquisition of Swancote Foods Limited. This was previously recognised as a ‘merger reserve’ under UK GAAP. Under IFRS,  
this has been classified within ‘other capital reserves’.
It has subsequently been increased by the shares issued to the vendors of Rowe Farming Limited and The Jersey Royal Potato Company.
20 Deferred revenue
2015  
£’000
2014  
£’000
Balance brought forward 377 295
Deferred during the period 37 185
Released to the income statement (189) (103)
Balance carried forward 225 377
Deferred revenue is the advanced payment of operating lease rental income, the recognition of which has been spread over the future period to 
which it relates. 
The deferred revenue will be released to income as follows:
2015  
£’000
2014  
£’000
Within one year 97 189
After one year but not more than five years 128 188
Total 225 377
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 51 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
21 Pensions and other post-employment benefit obligations
The Group operates a defined contribution stakeholder scheme and personal pension plan for various employees, the assets of which are held 
separately from those of the Group in independently administered funds. Contributions to these defined contribution pension plans for the period 
amounted to £548,000 (2014: £360,000).
The Group also operates a Defined Benefits Scheme, the Greenvale Produce Pension Plan. The benefits provided by the Plan are final salary 
defined benefits with the contributions paid by the Group on a balance of cost basis. The plan is run by the Trustees of the Plan who ensure that 
the plan is run in accordance with the Trust Deed & Rules of the Plan and complies with legislation. The trustees are required by law to fund the 
Plan on prudent funding assumptions under the Trust Deed & Rules of the Plan. The contributions payable by the Group to fund the plan are set 
by Trustees after consulting the Group. The assets of the plan are invested in managed funds with Legal & General Investment Management.  
The Plan closed for all accrual on 31 October 2007. 
The trustees use the defined accrued benefits method for determining funding. This method is suitable for funding a scheme that is closed for 
future accrual. During the period ended 27 June 2015, the Group paid contributions at a rate of £46,000 per month, a total of £552,000 
(2014: £552,000). This rate is subject to review on completion of the actuarial valuation currently being undertaken as at 1 July 2013. In addition, 
the Group pays all of the costs of administering the plan and any levies required by the Pensions Protection Fund and the Pensions Regulator.
The following list is not exhaustive but covers the main risks for the plan. Some of the risks can be reduced by adjusting the funding strategy with 
the help of the Trustees, for example: investment matching risk. Other risks cannot easily be removed, for example: longevity risk, and the Group 
must be aware of these risks and ask the Trustees to monitor them closely. 
Investment Return Risk: If the assets under perform returns assumed in setting funding targets, then additional contributions may be required 
Investment Matching Risk: The Plan invests significantly in equity type assets. If equity type assets fall in value significantly, additional 
contributions may be required.
Longevity Risk: If future improvements in mortality exceed the assumptions made then additional contributions may be required.
Legislative Risk: Government may introduce overriding legislation which leads to an increase in the value of Plan benefits.
Solvency Risk: As the funding target is not a solvency target, the assets of the Plan may not be sufficient to provide all members with the full 
value of their benefits on a Plan wind up.
The Group’s defined benefit scheme obligations are as follows:
2015  
£’000
2014  
£’000
Present value of defined benefit obligations (32,431) (30,111)
Fair value of plan assets 26,368 24,832
Plan deficit per balance sheet (6,063) (5,279)
Changes in the present value of the defined benefit obligation are as follows:
2015  
£’000
2014  
£’000
Defined benefit obligation at start of period (30,111) (27,021)
Interest expense (1,297) (1,255)
Current service cost – –
Employee contributions – –
Remeasurements of obligation
– Financials (2,547) (1,283)
– Demographics 972 –
– Experience (1) (1,179)
Benefits paid 553 627
Defined benefit obligation at end of period (32,431) (30,111)
The liabilities are split between the plan’s members as follows:
Present Value of plan liabilities
2015  
£’000
2014  
£’000
Deferred pensioners (PUPS) 23,301 21,233
Current pensioners 9,130 8,878
Total 32,431 30,111
There are no employees identified as ‘active’ members for the purposes of splitting the liabilities, as the scheme is closed for future accrual. 52 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
21 Pensions and other post-employment benefit obligations (Continued)
Changes in the fair value of plan assets are as follows:
2015  
£’000
2014  
£’000
Fair value of plan assets at start of period 24,832 22,631
Interest on plan assets 1,080 1,062
Contribution by employer 552 552
Benefits paid (553) (627)
Actual return on plan assets less interest 457 1,214
Fair value of plan assets at end of period 26,368 24,832
Amounts recognised in the income statement in respect of these defined benefit schemes are as follows:
Income Statement 
2015  
£’000
2014  
£’000
Current service cost – –
Interest cost on obligations 1,297 1,255
Interest on plan assets (1,080) (1,062)
Net finance costs 217 193
All plan costs are met directly by the Group and form part of the staff costs.
Amounts recognised in other comprehensive income are as follows:
2015  
£’000
2014  
£’000
Losses recognised in other comprehensive income:
– Change in financial assumptions (2,547) (1,283)
– Change in demographic assumptions 972 –
– Experience adjustments on benefit obligations (1) (1,179)
Actual return on plan assets less interest on plan assets 457 1,214
(Losses)/gains recognised in other comprehensive income (1,119) (1,248)
The cumulative amount of actuarial losses recognised in the Statement of Comprehensive Income is a loss of £8,962,000 (2014: £7,843,000 loss).
The Group expects to contribute £552,000 to the defined benefit pension plan in the year ended June 2016.
Assets and assumptions in the funded plans:
2015  
£’000
2014  
£’000
Fair Value of plan assets:
Equities 13,251 13,284
Corporate Bonds 11,031 9,492
Gilts 2,004 1,952
Cash 82 104
Total 26,368 24,832
The plan assets are held exclusively within instruments with quoted market prices in an active market with the exception of the holdings of cash. 
The plan does not invest directly in property owned by the Group, or in shares issued by the Group.
The principal assumptions used in determining pension obligations for the Group plan are shown below:
2015  
%
2014  
%
Discount rate 3.9 4.35
Expected rate of return on assets 3.9 4.35
Future salary increase n/a n/a
Future pension increase 3.1 3.2
Inflation (RPI) assumption 3.1 3.2
No rate of increase in salaries is required as the scheme is closed for future accrual.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 53 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
The mortality assumptions for both 2015 and 2014 follow the standard tables S1NMA (males) and S1NFA (females), projected by year of birth 
using the 2012 CMI mortality projection method with a long-term annual rate of improvement of 1 %. Assuming retirement at age 65, the life 
expectancy in years is as follows:
2015 2014
For a male aged 65 now 87 87
For a female aged 65 now 90 90
Sensitivity analysis:
The impact on the defined benefit obligation of changes in the significant assumptions, based on the 2013 actuarial valuation recently 
undertaken for the plan trustees, is shown approximately below:
Assumption Varied
Defined 
Benefit 
Obligation  
% change
As at 27 June 2015
Discount Rate 1 % p.a. lower +25%
Inflation (in payment and deferment) Rate 1 % p.a. higher +24%
Life expectancy one year higher +4%
The figures assume that each assumption is changed independently of the others. Therefore, the disclosures are only a guide because the effect 
of changing more than one assumption is not cumulative. The weighted average duration of the defined benefit obligation is approximately 
22 years.
22 Share-based payment plans
Company Share Option Plan (CSOP) 
Since 2007 the Group has operated an HMRC approved CSOP scheme whereby share options were granted to key personnel within the business. 
Options vest if and when the Group’s achieved profit before interest and taxation (PBIT) meets or exceeds a percentage of budgeted PBIT. 
Performance targets are split over three years. All option awards are broken into three separate and equal tranches to be measured against  
the actual results in each of the three years for which options have been granted.
The criteria for vesting options are as follows:
 – If 100% of budget is met, all options available for that year vest;
 – If, in years one and two, 80 to 100% of budget is met, that portion of the options available in that year vest, with the remaining vesting in  
the following year provided PBIT target is met in full in the following year;
 – If less than 80% of budget is met, no options vest; and
 – In the final year, if 80 to 100% of target is achieved, that portion of options will vest and the remaining options will lapse.
The contractual life of each option granted is ten years. There is no cash settlement alternative. The scheme allows for exercising of the options 
not earlier than three years after the option grant date, and not later than ten years after the option grant date. The expected life of the options  
is not necessarily indicative of exercise patterns that may occur. 
Senior Executives Incentive Plan (SEIP)
Share options were granted to seven senior executives on flotation of the business onto AIM. This was a one off event, where vesting was 
conditional solely on successful flotation. A total of 828,064 options were granted, each at an exercise price of £0.01. The options may be 
exercised at any point between one year from flotation date and not later than ten years from flotation date. The contractual life of each option 
granted is ten years. There is no cash alternative. The expected life of the options is not necessarily indicative of exercise patterns that may occur. 
Management long-term incentive plan (LTIP)
During the period ended 28 June 2014, share options were granted to fourteen senior managers. Vesting was conditional on the achievement of 
certain profit related performance targets. A total of 663,913 options were granted at an exercise price of £1.67. The weighted average exercise 
price of options granted in the period was £1.67. Options which vest may be exercised at any point between one year from grant and not later 
than ten years from grant date. The contractual life of each option granted is ten years. There is no cash alternative. The expected life of the 
options is not necessarily indicative of exercise patterns that may occur.
During the period ended 27 June 2015, share options were granted to thirteen senior managers. Vesting was conditional on the achievement of 
certain profit related performance targets. A total of 383,780 options were granted at an exercise price of £2.52. The weighted average exercise 
price of options granted in the period was £2.52. Options which vest may be exercised at any point between one year from grant and not later 
than ten years from grant date. The contractual life of each option granted is ten years. There is no cash alternative. The expected life of the 
options is not necessarily indicative of exercise patterns that may occur. Targets for the year, however, were not met and all options granted in 
respect of this scheme therefore lapsed. Consequently, no options remain outstanding in respect of this 2015 grant, and no charge has been 
recorded in respect of these options. 54 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
22 Share-based payment plans (Continued)
Save as You Earn (SAYE)
During the period ended 27 June 2015, the group commenced an HMRC approved SAYE (Sharesave) scheme, which was open to all UK based 
employees who had been in service for more than a year. Under this scheme, employees save a regular portion of their net pay for a period of 
three years. After three years, the employees are entitled to use their saved income to purchase shares at a pre agreed discounted price. 
Alternatively, the employees can opt to have their savings returned to them as cash, along with any interest that HMRC may determine is payable 
from time to time. During the period, a total of 199,480 options were granted at an exercise price of £1.17. The scheme is of fixed duration, from 
June 2015 to June 2018, at which point the employees will have the choice to exercise their options, or recover their savings.
Valuation
The fair value of all options granted has been estimated using the Black Scholes option pricing model, taking into account the terms and 
conditions upon which the options were granted. The following table lists the inputs to the model used for the 52 weeks ended 27 June 2015  
and 28 June 2014 respectively. 
2015 2014
Dividend yield 5.0% 3.5%
Expected share price volatility 32.4% 35.8%
Risk free interest rate 1.5% 2.6%
Expected life of option (years) 3.0 3.0
Option strike price (£) 1.17 1.67
Share price (£) 1.29 1.67
The expected share price volatility has been derived from historic movements in the Produce Investments plc share price. The expected volatility 
reflects an assumption that historic share price volatility may be indicative of future trends. This may not reflect the actual future outcome.
Charges in 2015
The expense recognised for share-based payments in respect of employee services rendered during the period ended 27 June 2015 is £44,000 
(2014: £298,000). All of this expense arises from equity share-based payment transactions. This is split as follows:
2015 
£’000
2014  
£’000
CSOP scheme – (16)
LTIP scheme – 314
SAYE scheme 44 –
Total SBP charge 44 298
At 27 June 2015, the weighted average remaining contractual life for outstanding options was as follows:
2015 2014
CSOP 2 yrs 11 mths 3 yrs 11 mths
SEIP 5 yrs 3 mths 6 yrs 3 mths
LTIP 8 yrs 0 mths 9 yrs 0 mths
SAYE 3 yrs 0 mths –
Outstanding options at the end of the period are exercisable at the following exercise prices.
2015 2014
CSOP £0.74 £0.74
SEIP £0.01 £0.01
LTIP £1.67 £1.67
SAYE £1.17 –
The weighted average share price for options exercised in the period was £2.07 (2014: £2.43).
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 55 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
The following table summarises share option movements in the current and prior periods: 
CSOP SEIP LTIP SAYE
 No WAEP No WAEP No WAEP No WAEP
Outstanding at 29 June 2013 998,326 0.74 569,336 0.01 – – – –
Granted during year – – – – 663,913 1.67 – –
Exercised during year (174,466) 0.74 – – – – – –
Expired/Cancelled (50,497) 0.74 – – – – – –
Outstanding at 28 June 2014 773,363 0.74 569,336 0.01 663,913 1.67 – –
Granted during year – – – – 383,780 2.52 199,480 1.17
Exercised during year (181,406) 0.74 (25,000) 0.01 – – – –
Expired/Cancelled (8,308) 0.74 – – (383,780) 2.52 – –
Outstanding at 27 June 2015 583,649 0.74 544,336 0.01 663,913 1.67 199,480 1.17
Exercisable at 27 June 2015 583,649 0.74 544,336 0.01 663,913 1.67 199,480 1.17
Exercisable at 28 June 2014 773,363 0.74 569,336 0.01 663,913 1.67 – –
23 Trade and other payables 
2015  
£’000
2014  
£’000
Trade payables 21,027 18,756
Taxes & social security 679 873
Accruals and deferred income 7,037 9,456
Total trade and other payables 28,743 29,085
Trade payables are non-interest-bearing and are normally settled on 30-45 day terms.
Trade liabilities are sterling denominated, with the exception of €114,000 (2014: €81,000).
24 Related party disclosures
During the period the Group entered into the following transactions with the related parties as identified below:
Organic Potato Growers (Scotland) Limited (OPG) is a potato grower in which the Group owns a 33.3% interest. The Group made purchases  
from OPG of £209,000 (2014: £262,000) and sales to OPG of £5,000 (2014:£19,000). At the reporting date the Group was owed £nil by OPG 
(2014: £nil).
The Group traded with B&C Farming Ltd, a company controlled by A Bambridge, a Director of Produce Investments plc. Purchases of £1,812,000 
(2014: £1,834,000) and sales of £186,000 (2014: £226,000) were made.
Restrain Company Limited is a company which is 70% owned by Produce Investments plc. The remaining 30% of ordinary shares are not 
controlled by the Group. During the year, 100% controlled Group companies made sales to Restrain Company Limited of £155,000 
(2014: £120,000) and purchased goods and services from Restrain Company Limited totalling £43,000 (2014: £49,000). At 27 June 2015  
Restrain Company Limited owed Group companies £nil (2014: £nil).
Sir David Naish is a director of Naish Farms Limited. The Group made sales to Naish Farms of £6,000 (2014: £9,000) and purchases from  
Naish Farms Limited of £42,000 (2014: £22,000). 
25 Commitments and contingencies
Operating lease commitments – Group as lessee
The Group has entered into commercial leases on plant items, office space and a leasehold trading premises. These leases have an average life  
of between three and ten years with no renewal option included in the contracts. There are no restrictions placed upon the Group by entering into 
these leases.
Future minimum rentals payable under non-cancellable operating leases as at 27 June 2015 are as follows:
2015  
£’000
2014  
£’000
Within one year 3,700 1,409
After one year but not more than five years 5,085 2,457
Total future minimum rentals payable 8,785 3,866 56 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
25 Commitments and contingencies (Continued)
Operating lease commitments – Group as lessor
The Group has entered into commercial leases on certain items of plant and machinery which are leased to customers. These non-cancellable 
leases have a lease term of between one and five years. Where leases are signed for multiple years, revenue is paid in advance and recognised  
in the period to which it relates, with balances deferred as required. 
Future minimum rentals receivable under non-cancellable operating leases as at 27 June 2015 are as follows:
2015  
£’000
2014  
£’000
Within one year 97 189
After one year but not more than five years 128 188
Total future minimum rentals receivable 225 377
Capital commitments
At 27 June 2015, the Group had capital commitments of £288,000 (2014: £573,000).
Guarantees
The Company has provided a composite cross guarantee to its bankers in respect of bank borrowings with Group companies. At the end of the 
period the total bank borrowings of the Group companies amounted to £23,480,000 (2014: £26,759,000).
Contingent liability
In its statement on 13 May 2015, the Company announced that one of its subsidiaries, Swancote Foods, had experienced a potential contamination 
issue relating to the possible identification of traces of metal being found in one of its products. The Company also stated that the potential financial 
impact of the recall was being analysed, but at that stage it was too early to quantify what any exceptional costs would be for the current financial 
year. Discussions between the Company, its affected customers and the insurers remain ongoing and are still to be concluded. Consequently the 
Company is disclosing a contingent liability pending the conclusion of these discussions. The range of the contingent liability is assessed by the 
Company in conjunction with its advisers as being between £300,000 and £1,500,000. Once the figure is known, it will be included as an  
exceptional item in the financial statements to 25 June 2016.
26 Financial risk management
Financial risk associated with agricultural activities
Agricultural activities such as potato growing have inherent risk related to planting, growing and harvesting and are subject to the vagaries of the 
weather. In order to mitigate the financial risk associated with growing and harvesting potatoes, the Group continues to invest in developing and 
selecting varieties that are resistant to disease and also seeks to utilise modern harvesting equipment which is less susceptible to adverse weather 
and lifting conditions. The Group also enters into fixed price potato contracts with growers for the majority of its procurement. This protects the 
raw material cost from market fluctuation in all but the most abnormal seasons.
The Board reviews and agrees policies for managing the risks associated with interest rate, credit and liquidity risk. The Group has in place a  
risk management policy that seeks to minimise any adverse effect on the financial performance of the Group by continually monitoring the 
following risks:
Interest rate risk
The Group’s interest rate risk arises as a result both its long and short-term borrowing facilities. The Group seeks to manage exposure to interest 
rate fluctuations through the use of fixed interest rate swaps and caps.
Foreign currency risk
The Group’s exposure to the risk of changes in foreign exchange rates is not significant as primarily all of the Group’s operating activities are 
denominated in pound sterling.
Credit risk
The Group is exposed to credit risk in respect of its many customers. The Group has long-established policies and procedures for controlling 
customer credit risk. Credit limits are established for all customers based on internal rating criteria and are constantly reviewed and updated in 
accordance with the customer’s latest financial position.
The Group operates a debts insurance policy, covering the larger non-retail customers. No claims have been made against the policy in the year.
 
The Group’s maximum exposure to credit risk from its customers is £24,748,000 (2014: £26,127,000) as disclosed in note 16 – trade and  
other receivables.
The Group regularly monitors and updates its cash flow forecasts to ensure it has sufficient and appropriate funds to meet its ongoing operational 
requirements whilst maintaining adequate headroom on its facilities to ensure no breach in its banking covenants.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 57 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Liquidity risk
The tables below summarise the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
52 weeks ended 27 June 2015
On demand 
£’000
Less than  
3 months  
£’000
3 to 12 
months  
£’000
1 to 5  
years  
£’000
>5 years 
£’000
Total  
£’000
Interest-bearing loans and borrowings – – 16,480 7,000 – 23,480
Trade and other payables – 28,743 – – – 28,743
Financial derivatives – – – (65) – (65)
Other liabilities – 24 73 128 – 225
– 28,767 16,553 7,063 – 52,383
52 weeks ended 28 June 2014
On demand 
£’000
Less than  
3 months  
£’000
3 to 12 
months  
£’000
1 to 5  
years  
£’000
>5 years 
£’000
Total  
£’000
Interest-bearing loans and borrowings – – 11,509 15,250 – 26,759
Trade and other payables – 29,085 – – – 29,085
Financial derivatives – – – (65) – (65)
Other liabilities – 47 142 188 – 377
– 29,132 11,651 15,373 – 56,156
Capital management 
Capital is the equity attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to ensure that  
it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages 
its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group 
may adjust the dividend payment to shareholders, sell assets, return capital to shareholders or issue new shares.
The Group monitors capital on the basis of a gearing ratio. This ratio is calculated as net debt divided by EBITDA. Net debt is calculated as  
total borrowings less cash. EBITDA is calculated as operating profit before any significant non-recurring items, interest, tax, depreciation and 
amortisation. The gearing ratio at the period end was 1.62 (2014: 1.54).
27 Principal Group companies
As at the period end, the Group comprises the following holdings:
% equity interest
Name
Country of 
incorporation Nature of business Class of shares held 2015 2014
Greenvale Holdings Limited UK Holding company Ordinary 100.0 100.0
Greenvale AP Limited UK
Buying and selling  
of potatoes
Ordinary  
‘B’ Preference 100.0 100.0
Greenvale Growing Limited UK Growing potatoes Ordinary 100.0 100.0
Restrain Company Limited UK
Potato and onion  
atmosphere regulation Ordinary 70.0 70.0
Swancote Foods Limited UK Dormant Ordinary 100.0 100.0
Organic Potato Growers (Scotland) Limited UK Growing potatoes Ordinary 33.3 33.3
BROP s.r.o CZ Potato processing Ordinary 30.0 30.0
Rowe Farming Limited UK
Growing potatoes &  
daffodils Ordinary 100.0 100.0
The Jersey Royal Company Limited JE Growing potatoes Ordinary 100.0 100.0
The Kent Potato Company Limited UK Growing potatoes Ordinary 100.0 100.0 58 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
28 Business combinations
On 16 May 2014 the Group acquired 100% of the issued share capital of The Jersey Royal Company Limited, a company incorporated in Jersey, 
and 100% of the issued share capital of The Kent Potato Company Limited, a company incorporated in England, in a combined purchase of both 
companies from the same common owner. The Jersey Royal Company Limited grows and supplies specialist new potatoes from its base in Jersey, 
and in particular the Jersey Royal variety, which is unique to Jersey and enjoys EU protected ‘product of designated origin’ status. The Kent Potato 
Company Limited farms, purchases and supplies locally produced Kent potatoes to multiple retailers, mainly in the South East of England.
Goodwill arising on this acquisition is represented by the anticipated synergies with existing Produce Investments plc operations. The acquired 
businesses enable the Group to access the earliest season potatoes, which will enhance the Group’s planning and strategy over the rest of its crop 
as it comes through the harvest season. The acquisition will also help diversify the Group’s customer risk profile, and may provide future cross-
selling opportunities. The acquired businesses contributed revenues of £11,324,000 and operating loss of £(43,000) to the Group for the period 
from 16 May 2014 to 28 June 2014.
The consideration comprised:
Note £’000
Cash consideration 10,877
Shares issued in Produce Investments plc being 1,590,909 shares at £2.525 18 4,017
Total consideration 14,894
      
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out below:
Book values 
£000s
Fair values 
£000s
Property, plant and equipment (note 12) 9,706 9,706
Intangible assets and goodwill 18 18
Inventories 1,590 1,590
Biological assets (note 5) 536 4,890
Trade and other receivables 11,516 11,805
Cash and cash equivalents 878 878
Trade and other payables (8,705) (8,705)
Bank overdraft (5,024) (5,024)
Deferred tax (note 9) 59 (694)
Government Grants (448) (448)
10,126 14,016
Satisfied by:
Consideration as above 14,894
Goodwill (note 13) 878
Included in the £878,000 of goodwill recognised above are certain intangible assets that cannot be individually separated and reliably measured 
from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. Acquisition-related costs 
(included in administration expenses) amount to £284,000. If the acquisition had occurred on 30 June 2013, group revenue would have been 
£211,745,000 and operating profit £10,852,000. This has been based on the accounts prepared for the year to December 2013, as any estimates 
for the year to June 2014 would be difficult and therefore more subjective.
Financial Statements
Notes to the Consolidated Financial Statements 
(Continued) 59 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Company Financial Statements
Directors’ Responsibilities 
in the Preparation of Financial Statements
While the consolidated financial statements of Produce Investments plc have been prepared in accordance with IFRS, 
the financial statements of the parent company have been prepared in accordance with UK GAAP, as permitted by the Companies Act.
The directors are responsible for preparing the Directors Report and the financial statements in accordance with applicable law and regulations. 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare 
the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards 
and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true 
and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial 
statements, the directors are required to:
a. Select suitable accounting policies and then apply them consistently;
b. Make judgements and estimates that are reasonable and prudent;
c. State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the 
financial statements; and
d. Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the company will 
continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial 
statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities. 60 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Company Financial Statements
Company Balance Sheet 
At 27 June 2015 Company reg no: 05624995
Note
2015 
Company 
£’000
2014 
Company 
£’000
Fixed assets
Investments 3 61,195 61,151
Current assets
Debtors 4 10,221 10,148
Cash at bank and in hand 1 27
10,222 10,175
Creditors
Amounts falling due within one year 5 (29,534) (23,008)
Net current liabilities (19,312) (12,833)
Total assets less current liabilities 41,883 48,318
Creditors
Amounts falling due after more than one year 6 (7,000) (15,250)
Net assets 34,883 33,068
Capital and reserves
Called up share capital 7 267 265
Share premium account 9 21,598 21,466
Profit and loss account 9 2,448 811
Merger reserve 9 10,228 10,228
Other reserve 9 342 298
Shareholders funds 9 34,883 33,068
The financial statements on pages 60 to 64 were approved by the board of directors and authorised for issue on 6 October 2015 and were signed 
on its behalf by:
B Macdonald
Director 61 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
Company Financial Statements
Notes to the Financial Statements 
For the 52 weeks ended 27 June 2015
1 Basis of accounting and accounting policies
The financial statements have been prepared under the historical cost convention and in accordance with applicable UK accounting standards 
that have been applied consistently.
Investments
Fixed asset investments are stated at cost less provision for diminution in value.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from  
the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. 
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, 
based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-
discounted basis.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange ruling at the accounting 
date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the profit and  
loss account.
Financing costs
The financing costs of debt are recognised in the profit and loss account over the term of the instrument at a constant rate on the carrying amount. 
Revenue recognition
Revenue is derived from dividends from Group companies and is recognised when approved by the Board.
Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date which they are granted and is 
recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. 
The fair value of equity options has been determined using the Black Scholes option pricing model.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which 
are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance criteria are satisfied.
At the balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired 
and management’s best estimate of the achievement or otherwise of non market conditions and the number of equity instruments that will 
ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in 
cumulative expense since the previous balance sheet date is recognised in the profit and loss account, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based 
on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder 
of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original  
award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference  
is negative.
Where an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the profit 
and loss account for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or 
settlement date is deducted from equity, with any excess over fair value being treated as an expense in the profit and loss account.
2 Result for the financial period
As permitted by Section 408 of the Companies Act 2006, the parent company’s profit and loss account has not been included in these financial 
statements. The parent company’s profit for the financial period was £3,487,000 (2014: loss £1,160,000). The Company was a holding company  
in both periods and did not trade. The results reflect dividend income from the subsidiary companies, offset by the interest costs of servicing the 
loans reflected on the balance sheet and the administrative costs of running the Company.
Auditor fees for the period were £30,000 (2014: £30,000). These were settled by the main trading subsidiary, Greenvale AP Limited.  62 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
3 Fixed asset investments
Note
Shares in 
subsidiaries
Cost and net book value:
At 28 June 2014 61,151
Share-based payment 8 44
At 27 June 2015 61,195
As at the period end, the fixed asset investments of the Company comprise the following holdings:
Name
Country of 
incorporation Nature of business Class of shares held
% Equity interest  
 2015
Greenvale Holdings Limited # UK Holding company Ordinary 100.0
Greenvale AP Limited # UK Supply of potatoes
Ordinary & B 
Preference 100.0
Greenvale Growing Limited # UK Growing potatoes Ordinary 100.0
Swancote Foods Limited UK Dormant Ordinary 100.0 
Organic Potato Growers (Scotland) Limited UK Growing potatoes Ordinary 33.3
BROP s.r.o. CZ Potato Processing Ordinary 30.0
Restrain Company Limited # UK
Potato & onion  
atmosphere regulation Ordinary 70.0
Rowe Farming Limited # UK
Growing of potatoes  
& daffodils Ordinary 100.0
The Jersey Royal Company Limited # JE Growing potatoes Ordinary 100.0
The Kent Potato Company Limited UK Growing potatoes Ordinary 100.0
# Direct holding of the Company.
4 Debtors
2015  
£’000
2014  
£’000
Due within one year:
Amounts owed by Group undertakings 9,588 9,529
Prepayments and accrued income 633 620
10,221 10,149
5 Creditors: amounts falling due within one year
2015  
£’000
2014  
£’000
Bank loans 8,250 2,750
Amounts owed to Group undertakings 21,284 20,129
Accruals and deferred income – 129
29,534 23,008
The bank loans are secured by a composite cross guarantee given by all Group companies. These borrowings are also secured by first legal charges 
over land and buildings, debenture over all present and future assets of the Group and assignment of keyman policies. Further details regarding 
the loans are given below.
Company Financial Statements
Notes to the Financial Statements  
(Continued) 63 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
Directors’ Report Strategic Report Overview Financial Statements
6 Creditors: amounts falling due after more than one year
2015  
£’000
2014  
£’000
Bank loans 7,000 15,250
Analysis of bank loan maturity:
2015  
£’000
2014  
£’000
Amounts falling due:
In one year or less, or on demand 8,250 2,750
Between one and two years 3,000 3,000
Between two and five years 4,000 12,250
15,250 18,000
The bank loans at 28 June 2014 were represented by the following:
Facility A.1 (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,375k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to a fixed rate hedge of 4.02%.
Facility A.2 (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,375k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to an interest rate cap of 3.75 %.
Revolving Credit Facility (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments can be made at the end of each 
calendar month at a minimum of £1m. Since October 2012 £5.75m has been repaid in this way.
Following the flotation of the Company in November 2010, facility A was cleared in full. There are no outstanding amounts in respect of  
this facility.
The bank loans at 27 June 2015 were represented by the following:
Facility A.1 (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,500k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to a fixed rate hedge of 4.02%.
Facility A.2 (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments are at £1,500k per annum rising to £1.5m per 
annum during the year to June 2016. This loan is subject to an interest rate cap of 3.75 %.
Revolving Credit Facility (as above). Interest since October 2012 is payable at 3.00% above LIBOR. Repayments can be made at the end of each 
calendar month at a minimum of £1m. Since October 2012 £5.75m has been repaid in this way.
The Company has entered into an interest rate swap (as above) to fix the overall cost of this loan. The fair value of the swap at the reporting date 
was £65,000 (2014: £65,000).
7 Share capital
Number of 
ordinary 
shares 
(thousands)
Ordinary 
shares  
£’000
Share 
premium 
 £’000
Total  
£’000
As at 28 June 2014 26,546 265 21,466 21,731
Issued on exercise of share options 206 2 132 134
As at 27 June 2015 26,752 267 21,598 21,865
At 29 June 2013 there were 22,053,928 ordinary shares in issue in the Company. All shares carry equal voting rights. 
At 28 June 2014 there were 26,546,574 ordinary shares in issue in the Company. All shares carry equal voting rights. 
At 27 June 2015 there were 26,752,981 ordinary shares in issue in the Company. All shares carry equal voting rights. 64 PRODUCE INVESTMENTS ANNUAL REPORT & ACCOUNTS 201 5
8 Share-based payments
Company Share Option Plan (CSOP) 
Since 2007 the Group has operated an HMRC approved CSOP scheme whereby share options were granted to key personnel within the business. 
Options vest if and when the Group’s achieved profit before interest and taxation (PBIT) meets or exceeds a percentage of budgeted PBIT. 
Performance targets are split over three years. All option awards are broken into three separate and equal tranches to be measured against the  
actual results in each of the three years for which options have been granted.
The criteria for vesting options are as follows:
 – If 100% of budget is met, all options available for that year vest;
 – If, in years one and two, 80 to 100% of budget is met, that portion of the options available in that year vest, with the remaining vesting in  
the following year provided PBIT target is met in full in the following year;
 – If less than 80% of budget is met, no options vest; and
 – In the final year, if 80 to 100% of target is achieved, that portion of options will vest and the remaining options will lapse.
The contractual life of each option granted is ten years. There is no cash settlement alternative. The scheme allows for exercising of the options 
not earlier than three years after the option grant date, and not later than ten years after the option grant date. The expected life of the options 
is not necessarily indicative of exercise patterns that may occur. 
9 Statement of movement on reserves and shareholders’ funds
Share  
capital  
£’000
Share 
premium 
£’000
Merger 
reserve  
£’000
Other  
reserve  
£’000
Profit  
and loss  
£’000
Total  
£’000
At 28 June 2014 265 21,466 10,228 298 811 33,068
Reserve transfer – – – – – –
New equity issued in period 2 132 – – – 134
Dividends received from subsidiaries – – – – 4,183 4,183
(Loss)/Profit for the period – – – – (696) (696)
Equity dividends paid in period – – – – (1,850) (1,850)
Share-based payments – – – 44 – 44
At 27 June 2015 267 21,598 10,228 342 2,448 34,883
The origins of the Other Reserve are Share-Based Payments made between 2008 and 2013 inclusive. On 1 July 2013 the Company transferred 
these distributable reserves into the profit and loss account.
10 Contingent liability
The Company has provided a composite cross guarantee to its bankers in respect of bank borrowings with Group companies. At the end of the 
period the total bank borrowings of the Group companies amounted to £23,480,000 (2014: £25,569,000).
11 Control
The consolidated statements of Produce Investments plc are the largest group into which the results of this Company are consolidated. 
12 Dividends
2015  
£000
2014  
£000
Interim dividend of 2.39 pence per share in respect of 2015 (2014: 2.275 pence) 639 504
Final dividend of 4.55 pence per share in respect of 2014 paid 30 October 2014 1,211 805
Total dividends paid in the year 1,850 1,309
The Directors propose a final dividend of 4.775 pence per share payable on 3 November 2015 to shareholders who are on the register at 
16 October 2015. This dividend totalling £1,280,000 has not been recognised as a liability in these consolidated financial statements.
13 Related party disclosures
The Company is exempt from disclosing transactions with Group companies that are wholly owned and consolidated within these accounts.
Restrain Company Limited is a company which is 70% owned by Produce Investments plc. The remaining 30% of ordinary shares are not 
controlled by the Group. During the year, 100% controlled Group companies made sales to Restrain Company Limited of £155,000 
(2014: £120,000) and purchased goods and services from Restrain Company Limited totalling £43,000 (2014: £49,000). At 27 June 2015  
Restrain Company Limited owed Group companies £nil (2014: £nil).
Company Financial Statements
Notes to the Financial Statements 
(Continued) Statutory and Other Information
Directors, Officers and Advisers
Directors
A Armstrong
R B Clapham
M Jankowski
B Macdonald
Sir D Naish
D Porter
A Bambridge
N Davidson (appointed 29 June 2015)
Secretary
B Macdonald
Registered Office
Greenvale AP
Floods Ferry Road
Doddington
March
Cambridgeshire
PE15 0UW
Auditor
Baker Tilly UK Audit LLP
Chartered Accountants
Third Floor
Centenary House
69 Wellington St
Glasgow
G2 6HG
Bankers
HSBC Bank plc
60 Queen Victoria St
London 
EC4N 4TR
Nominated Advisor
Shore Capital and Corporate Ltd
Bond Street House
14 Clifford Street
London 
W1S 4JU
Stockbroker
Shore Capital Stockbrokers Ltd
Bond Street House
14 Clifford Street
London 
W1S 4JU
Financial Public Relations
Powerscourt
1 Tudor Street
London
EC4Y OAH www.produceinvestments.co.uk
Produce Investments plc, Floods Ferry Road, Doddington, March, Cambridgeshire, PE15 OLW
Kirstie.dodds@greenvale.co.uk | 01890 819503
Produce Investments plc Annual Report & Accounts 2015