Winfresh Annual Report 2012

06 CORPORATE INFORMATION06 MISSION09 CHAIRMAN’S STATEMENT10 BOARD OF DIRECTORS

14 DIRECTORS’ REPORT18 MANAGEMENT TEAM21 AUDITOR’S REPORT22 FINANCIAL REVIEW

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GROWING...CARING...SERVING

CORPORATE PROFILETHE WINFRESH GROUP

The Winfresh Group comprises the parent company, Winfresh Limited, together with the following subsidiary undertakings and associated companies:

Subsidiary Companies

1. Winfresh (UK) Limited2. Winfruit Ltd (Subsidiary company of Winfresh (UK) Limited)3. Vincyfresh Limited4. Sunfresh Limited

Associated Company

5. Windward Isles Banana Company (UK) Ltd (Associated company of Winfresh [UK] Limited)6. Windward Isles Banana Company Holdings (Jersey) Limited

MISSION

To serve our customers with a range of high quality products and services at just prices, to pay fair prices to our suppliers and to return fair value to our shareholders.

We aim to do so by working in partnership with our suppliers in a manner that is socially and morally responsible and commands respect for our integrity and the positive contributions we make to the societies we serve.

SHAREHOLDERS

The shareholders of Winfresh are the Governments of the four Windward Islands, Saint Lucia, Dominica, St. Vincent and the Grenadines and Grenada; Saint Lucia Agricultural Holding Company (“SLAHC”), Dominica Banana Holding Company (“DBHC”); St Vincent Banana Growers’ Association (“SVBGA”) and the Grenada Banana Co-operative Society (“GBCS”). SVBGA and GBCS have been dissolved and the shares held by them are to be transferred in accordance with the provisions of the Shareholders’ Agreement.

GROUP DIRECTORSMontgomery Daniel - ChairmanCecil Ryan Vanoulst Jno CharlesDeles WarringtonJames FletcherEustace Vitalis Renwick RoseSonya Sally Anne Bagwhan-LogieSimon StiellBernard Cornibert (Winfresh UK only)Martina Edwin (Winfresh UK only)

GROUP EXECUTIVES Bernard Cornibert Chief Executive Martina Edwin Company Secretary Roy Hugh Sales & Marketing Director Phil Collins Procurement DirectorAshley James Operations DirectorErrol Reid Technical DirectorDenise Kamal Acting Finance Director

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REGISTERED ADDRESSES

Winfresh Limited Reg. No. 47 of 1994 99 Chaussee Road, Castries, Saint Lucia WI Sunfresh LimitedReg. No. 318 of 2010Cul de Sac, Castries, Saint Lucia WI

Winfresh (UK) Limited Reg. No: 29290973rd Floor, 24 Old Bond Street, London, W1S 4AP, United Kingdom Winfruit Limited Reg. No: 29290973rd Floor, 24 Old Bond Street, London, W1S 4AP, United Kingdom

BUSINESS ADDRESSES Winfresh LimitedAgricultural Complex, Odsan, P O Box 115, Castries, Saint Lucia WITelephone +1 758 457-8600Fax +1 758 453-1638 Sunfresh LimitedCul de Sac, P O Box JB39, Castries, Saint Lucia WITelephone +1 758 451-5785Fax +1 758 451-5607

Winfresh UKHigh Cross Lane East, Little Canfield, Essex, CM6 1TH, United KingdomTelephone +44 (0) 1371 877 000Fax +44 (0) 1371 873 531 Winfruit LimitedHigh Cross Lane East, Little Canfield, Essex, CM6 1TH, United KingdomTelephone +44 (0) 1371 877 000Fax +44 (0) 1371 873 531E-Mail [email protected] www.winfresh.net

AUDITORS

Price Bailey LLP3rd Floor, 24 Old Bond Street, London, W1S 4AP, United Kingdom

BANKERS Bank of St LuciaBridge Street, P O Box 1031, Castries, Saint Lucia WI

Barclays Bank Plc50 Pall Mall, London, SW1Y 5AX, United Kingdom

Crown Agents BankSt. Nicholas House, Sutton, Surrey, SM1 1EL, United Kingdom

SOLICITORS

Caribbean Law offices99 Chaussee Road, P O Box 835,Castries, Saint Lucia WI

Tees SolicitorsHigh Street, Bishop’s Stortford, Hertfordshire, CM23 2LU

Bond Pearce LLPOceana House, 39-49 Commercial Road,Southampton, SO15 1GA, United Kingdom


ChAIRmAn’s sTATEmEnT

Winfresh has improved on the performance of its principal trading activity in 2012. Total revenue from trading was marginally down but the trading loss was very significantly reduced. We are pleased that the earnings from trading are moving in the right direction but we understand that this is no time for the Company to relax. Indeed, much have been done and achieved in reducing cost and improving efficiency across the supply chain but the process will not stop there. Work will continue to ensure that the fortunes of the Group are comprehensively turned around.

The performance of the Group, overall, remained frustratingly disappointing. The scale of the drop in the overall Group result and its implications for retained earnings and shareholder value is understandable but remains a matter of deep concern to the Board. The comprehensive result is heavily skewed towards the performance of the Geest joint venture companies, where the company has a significant investment. In 2010 and, again, in 2012 the company has had to write down, substantially, the carrying value of that investment. The impact on the Company’s results and, consequently, on shareholders’ equity has been phenomenal. The Board is mindful of the $ 92.016 million (62.4%) drop in shareholder value over the five years to 2012, largely as a result of the diminution in the value of the investment in the Geest joint venture.

The supplies problems of the Windward Islands banana industry caused by Tropical Storm Tomas and Black Sigatoka disease in 2010/2011, hopefully, are behind us. The Company must now move with full steam, with the support of the other stakeholders, to drive the Core Grower Programme to enable the Windwards banana industry to “stay on top of its game” and to deliver customer quality and volume requirements consistently.

The Group will also move with renewed determination in pushing its diversification plans. The areas or parts of the business that are weak or underperforming will be dealt with appropriately to ensure that the business as a whole moves ahead. 2012 is now behind us but 2013 will be a watershed for the Company and subsidiaries and joint venture companies.

Notwithstanding the difficulties and setbacks, the Winfresh Group will accelerate the rolling out of its new products in 2013/14. In particular, we should see the new and innovative “fruitful” by Winfruit Limited going to market with a bang very soon.

Much as we are excited about the growth prospects for the Group, we are equally committed to and passionate about the Group’s ties

with the agricultural sector in the Windward Islands. Winfresh is a leading player in export marketing and distribution in the sector. It is important that the Company seeks not just to maintain but to enhance that position, through its crop diversification and agro-processing initiatives. To that end, Winfresh needs the understanding and support of all its stakeholders, particularly the shareholder Governments, as it makes the difficult transition from a single to a multi product company.

I take the opportunity to thank the board, management and staff across the Group for their dedication and service to the Group and their stakeholders and for ensuring that the Winfresh ship remained afloat amid the persistently rough waters.

Montgomery DanielCHAIRMAN

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DIRECTORs’ REPORTThe Directors present their report and consolidated financial statements, in Eastern Caribbean Dollars (XCD), for the Winfresh Group for the period ended 31 December 2011. The Eastern Caribbean Dollar is fixed to the US Dollar (USD) at the rate of USD 1 = XCD 2.70.

DIRECTORS WHO SERVED DURING THE YEAR

Montgomery Daniel - Chairman Cosmos Richardson (resigned on 15th March 2012)Cecil Ryan James Fletcher (appointed on 15th March 2012)Vanoulst Jno Charles Eustace Vitalis (appointed on 15th March 2012)Deles Warrington Renwick Rose (appointed on 15th March 2012)Ferron Lowe Bernard Cornibert—Winfresh UK onlyGemma Bain-Thomas Martina Edwin—Winfresh UK only Peter Josie (resigned on 15th March 2012)

RESULTS AND DIVIDENDS

The Group’s results for the period are set out in the statement of comprehensive income on pages [22] and [23]. The Group’s consolidated earnings from operations on its core activities before taxation was a loss of $ 2,964,146, compared to a loss of $ 16,909,424 for the previous year. Although still on the wrong side to the earnings mark, the results were trending in the right direction.

However, the total comprehensive earnings, after taxation and inclusion of share of earnings from joint ventures, was a reduced to a loss of $ 49,662,607, compared to a loss of $ 13,047,252 in the previous year, of which $ 50,543,413 was attributable to the owners of the company, against the loss of $ 10,794,480 for previous year.

Of the consolidated Group loss, £48,365,703 (97.4%) was attributable to losses from joint ventures and associates, the bulk of which was due to goodwill write down in the joint venture company, Windward Isles Banana Company (UK) Limited (“WIBUK”) The Directors do not recommend payment of a dividend for the period.

OPERATING AND FINANCIAL REVIEW: THE BUSINESS OF THE GROUP

The Group’s activities involve organising the sale of fresh produce in the United Kingdom under the Winfresh brand and customer own labels. The Group have traded principally in bananas. The produce is sourced largely from the Windward Islands and other Caribbean countries. Activities include purchasing ex works and loading of the produce in the Windward Islands and shipment to the United Kingdom as well as direct importation, FOB or CIF, from other countries. In the case of bananas, these are processed at the Group’s banana ripening facility at Stansted for distribution and sale to supermarket retailers and secondary wholesalers in the food markets.

In addition, the Group have been involved in:

• The production and sales of bottled water and a range of processed foods and juices and beverages, and

• The development, production, marketing and distribution of non-dairy freezer fruit dessert, and

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OPERATING AND FINANCIAL REVIEW: BUSINESS PERFORMANCE, PRINCIPAL RISKS AND UNCERTAINTIES

Notwithstanding what might seem as a disappointing overall performance for the period, the turnaround in the EBIT from the core activities has been significant. The core business has struggled in the last few years from the severe challenges with which the Group have had to cope, particularly with banana supplies from the Windward Islands, but from all indications the Group appear to have turned the corner, at least for now, on those supplies difficulties.

The competitive pressures in the fresh produce industry in particular and it the retail trade generally, have had and continues to have a significant negative influence on market prices. This continuing deflationary pressure on prices is completely out of sync with the inflationary push on the cost side. Calls in the trade for more realistic pricing have gone largely unheeded but this remains one of the biggest challenges facing the core business and the fresh produce trade generally.

The Group have had some success in resolving some of the supply issues with their principal sources in the Caribbean, which largely have

been responsible for the recent loss from operations. However, there is still more that can and will be done to minimise the risk and threats to supplies posed by hurricanes and crop diseases and their impact on the Group’s year to year performance.

Total volume of bananas purchased from the Windwards Islands was 35.5% higher in the period under review than in the previous period. This is by no means a significant increase considering the extent of the damages inflicted on banana industry by Tropical Storm Tomas and outbreak of Black Sigatoka disease as production was recovering from the storm. The recovery has been slow because of the prolonged impact of the disease. Banana volumes from the Windward Islands accounted for 23.5% of the Group’s total purchase, compared to 16.9% in the previous period.

There was a 6.7% drop in the total cost of sales in the period compared to the previous period. The reduction was attributed largely to a drop in throughput and sales volumes. Total goods cost during the period was 6.2% lower than in the previous period but average cost was broadly in line with the that of the previous period.

5 yEARs summARy

Trading Revenue (excluding share of joint ventures)

Profit/(Loss) before adjustments

Profit/(Loss) before taxation

Comprehensive Profit/(Loss) after taxation (including share of joint ventures)

Retained Earnings

Shareholders’ Equity

Equity Value per share

Changes2011-12

-3.4%

67.0%

82.5%

-208.6%

-50.2%

84.1%

-48.1%

2012EC$’000

206,037

(5,685)

(2,964)

(49,663)

44,723

55,364

5.54

2011EC$’000

213,398

(17,244)

(16,909)

(10,403)

89,871

106,787

10.68

2010EC$’000

242,500

(21,489)

(45,040)

(44,793)

108,516

117,062

11.71

2009EC$’000

270,507

(8,159)

9,350

11,198

158,424

170,654

17.07

2008EC$’000

252,775

(10,419)

(25,156)

(19,039)

147,206

147,367

14.74

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Fairtrade bananas has been a significant part of the Group’s product offer, with Fairtrade accounting for more than 90% of its total banana volume sales in the period. Therefore, the increases in the FLO minimum FOB prices of Fairtrade bananas, during the period, have had some impact on the cost of goods, notwithstanding the reduction in the total cost.

The total value of sales for the period was down by 3.6%, from the previous period. The drop was smaller than the reduction in the total cost of sales and the percentage reduction in fruit cost. This meant that average sales price was only marginally higher than in the previous period.

While there was less disruption in supplies from the Group’s Caribbean sources, the vulnerability of the banana production in that region to short term weather and disease problems means that the Group remain exposed to the risks associated with intermittent supply problems.

More generally, the business is exposed to risks and uncertainties associated with unpredictability in movements of energy costs and currency rates. This is not unique to the Group but applies to the banana trade in general. The Group have been monitoring those hazards and have put in place appropriate arrangements to reduce the exposure of the business and to act in a timely manner to mitigate potential losses.

The growing pressure on prices has caused the Group to focus ever more on costs reduction and efficiency improvement. The result has been a 28.2% reduction in the cost administration and general expenses from the previous period..

The Group’s plans to introduce new products on the market have been further delayed, while work continued to ensure that risk of market failure is minimised.

Bananas still accounted for more than 90% of the Group’s total turnover in the period under review. However, the Group have been in discussion with interested parties on options for the utilisation of the two new modules at the Stansted facility.

FUTURE DEVELOPMENTS: OBjECTIVES AND STRATEGY

The Fairtrade labelling Organisation (FLO) did not announce any increase in the minimum prices to be paid for Fairtrade bananas for the next period. However, it is expected that new

price increases will come into effect in January 2014. The Group continue to be concerned at the widening price gap between the bananas from Windward Islands and those from other origins. Also, it is a matter of concern to the Group that Fairtrade bananas from small holder farmers, like those of the Windward Islands, are being displaced in the market by Fairtrade bananas from plantation farmers, who qualify under the FLO hired labour scheme. There is a significant risk that Fairtrade, which was once seen as the saviour for small holder (family) farmers, will begin to have unintended but serious negative consequences for those farmers. The Group fear that the Windward Islands banana farmers could be the first casualties of this policy.

The Group are in the concluding stages with a third party manufacturer for production of its dairy-free freezer fruit desert, “fruitful” on a significant scale. This innovative product is a magical mix of fruit made with 100% ingredients of natural origin. Consumers buying premium brands in that category have already given the product very positive reviews and amazed at its creamy texture given that it is 100% dairy free and virtually fat free. The Directors remain confident about the market prospects of the product which will be unveiled soon.

Subject to the completion of some internal structuring within the Group the plans to launch the product into the market in 2013 remains on course.

The Group will explore all opportunities and pursue vigorously its ongoing discussions on the full utilisation of the remaining modules at the expanded facility in Stansted.

Despite the setbacks, the Group directors are confident that the Group will be able to achieve its objectives of taking most of its new range of products to market 2013.

EMPLOYEES AND EMPLOYEE INVOLVEMENT

During the year the Group’s policy of providing employees with information about the Group continued through announcements and briefings in which the employees have also been encouraged to present their suggestions and views on the Group’s operations.

CREDITOR PAYMENT POLICY AND PRACTICE

The Group’s policy concerning the payment of trade payables (creditors) is to agree the terms of payment with its suppliers when agreeing the terms of each contract; to ensure that suppliers are made aware of these terms by inclusion of the relevant terms in supply contracts where appropriate; and to pay its trade payables in accordance with those

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contractual obligations. On average and based on the results for the entire period, trade payables at the statement of financial position date represented an average of 25 days.

POST BALANCE SHEET EVENTS

There were no significant events after the balance sheet date affecting the Group or the company, which have not been disclosed in the consolidated financial statements.

AUDITORS

In accordance with the company’s articles, a resolution proposing that Price Bailey LLP be appointed as auditors of the company will be put to the General Meeting.

STATEMENT OF DISCLOSURE OF INFORMATION TO AUDITORS

The Directors who held office at the date of approval of this Directors’ report confirm that:

(a) So far as the Directors are aware, all relevant audit information was disclosed to the Group’s auditors and there is none of which they were uninformed.

(b) The Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.

By the Order of the Board

Martina EdwinCOMPANY SECRETARYApproved by the Board of Directors on 27th July 2013

Price Bailey Causeway House1 Dane StreetBishop’s StortfordHertfordshireCM23 3BTTel: +44 (0)1279 755888Fax: +44 (0)1279 755417August 24, 2012

INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF WINFRESH LIMITED

Report on the Financial StatementsWe have audited the accompanying consolidated financial statements of Winfresh Limited which comprise the consolidated statement of financial position as of December 29, 2012, consolidated statement of comprehensive income, consolidated Statement of changes in equity, and consolidated statement of cash flows for the period then ended and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We have conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 29, 2012 and of its financial performance and its cash flows for the period ended in accordance with International Financial Reporting Standards.

G Llewellyn Gill & Co(for and on behalf of Price Bailey)Chartered AccountantsCastries, Saint Lucia

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 29, 2012(Expressed in Eastern Caribbean Dollars)

- 3 -

January 1 January 22012 2011

to toDecember 29 December 31

2012 2011$ $

Revenue

Sales of goods 206,036,714 213,398,228

Cost of goods sold (187,751,114) (201,269,090)

Profit from trading 18,285,600 12,129,138

Distribution and selling (12,278,003) (13,093,794)

Administrative and general expenses (11,692,643) (16,279,032)

(5,685,046) (17,243,688)

Finance costs (Note 21) (2,245,141) (1,086,765)

Other gains/(losses), net (Note 22) 3,933,045 141,567

Other income (Note 23) 1,032,996 1,279,462

Loss before share of profit in joint ventures, associates and income tax (2,964,146) (16,909,424)

Share of (loss)/profit in joint ventures and associates (Note 15)

(48,365,703) 8,594,215

Loss before income tax (51,329,849) (8,315,209)

Income tax expense (Note 28) (893,370) (2,088,183)

Loss for the period (52,223,219) (10,403,392)

Loss after taxation attributable to:

Owners of the company (53,104,025) (8,150,620)

Non-controlling interest 880,806 (2,252,772)

(52,223,219) (10,403,392)

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 29, 2012

(Expressed in Eastern Caribbean Dollars)

- 4 -


to to

December 29 December 312012 2011

$ $

Loss for the period (52,223,219) (10,403,392)

Other comprehensive gains/(losses)Currency movement for the period 3,632,233 (985,805)Share of joint venture actuarial losses on defined benefit pension plans (Note 15)

(1,071,621) (1,658,055)

Total comprehensive loss for the period (49,662,607) (13,047,252)

Total comprehensive loss attributable to:

Owners of the company (50,543,413) (10,794,480)

Non-controlling interest 880,806 (2,252,772)

(49,662,607) (13,047,252)

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EqUITYFOR THE PERIOD ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE PERIOD ENDED DECEMBER 29, 2012(Expressed in Eastern Caribbean Dollars)

- 5 -

Sharecapital

Contributedcapital

Currencytranslation

reserves

Retainedearnings

Total

$ $ $ $ $

Balance at January 2, 2011 20,000,000 303,217 (11,756,710) 108,382,310 116,928,817

Comprehensive loss:Loss for the year after taxation - - - (10,403,392) (10,403,392)

Share of actuarial loss of joint venture's defined benefit pension scheme

- - - (1,658,055) (1,658,055)

Total comprehensive loss - - - (12,061,447) (12,061,447)

Other comprehensive loss:Currency movement for the year - - (985,805) - (985,805)

Total comprehensive income - - (985,805) (12,061,447) (13,047,252)

Transactions with owners:Amortisation of contributed capital - (30,322) - 30,322 -

Balance at December 31, 2011 20,000,000 272,895 (12,742,515) 96,351,185 103,881,565

Attributable to:

Owners of the parent company 20,000,000 272,895 (12,742,515) 98,870,859 106,401,239

Non-controlling interest 385,796

106,787,035

period

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EqUITY (CONTINUED)FOR THE YEAR ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)FOR THE PERIOD ENDED DECEMBER 29, 2012(Expressed in Eastern Caribbean Dollars)

- 6 -

Sharecapital

Contributedcapital

Currencytranslation

reserves

Retainedearnings

Total

$ $ $ $ $

Balance at January 1, 2012 20,000,000 272,895 (12,742,515) 96,351,185 103,881,565

Comprehensive loss:Loss for the year after taxation - - - (52,223,219) (52,223,219)

Share of actuarial loss of joint venture's defined benefit pension scheme

(1,071,621) (1,071,621)

- - - (53,294,840) (53,294,840)

Other comprehensive income:Currency movement for the period - - 3,632,233 - 3,632,233

Total comprehensive income/(loss) - - 3,632,233 (53,294,840) (49,662,607)

Transactions with owners:Amortisation of contributed capital - (27,290) - 27,290 -

Adjustment for minority interest - - - 133,451 133,451

- (27,290) - 160,741 133,451

Balance at December 29, 2012 20,000,000 245,605 (9,110,282) 43,217,086 54,352,409

Attributable to:

Owners of the parent company 20,000,000 245,605 (9,110,282) 44,722,503 55,857,826

Non-controlling interest (483,398)

55,374,428

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs OF DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS OF DECEMBER 29, 2012(Expressed in Eastern Caribbean Dollars)

- 7 -


$ $Assets

Current assetsCash and cash equivalents (Note 6) 7,608,437 9,380,019

Held-to-maturity financial assets (Note 7) 1,280,644 1,233,120

Trade and other receivables (Note 8) 22,374,032 24,562,013

Inventories (Note 10) 10,291,815 7,953,475

Due from related parties (Note 11) 4,507,130 4,439,375

Deferred tax asset (Note 19) 479,405 524,415

46,541,463 48,092,417

Non-current assetsDue from related parties (Note 11) 908,253 976,008

Other receivables (Note 12) 1,015,734 930,756

Intangible fixed assets (Note 13) 2,619,661 2,534,606

Property, plant and equipment (Note 14) 44,872,848 47,300,729

Investments in joint ventures and associates (Note 15) 11,817,159 56,742,144

Other investments (Note 16) 2,654,000 2,936,329

Total assets 110,429,118 159,512,989

Liabilities

Current liabilitiesBank loans and overdrafts (Note 6) 31,838,697 2,797,074

Trade and other payables (Note 17) 22,394,918 21,650,693 Income tax payable 121,075 -

54,354,690 24,447,767

Non-current liabilitiesLoans and borrowings (Note 18) 700,000 28,278,187

Total liabilities 55,054,690 52,725,954

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF FINANCIAL POSITION(CONTINUED)As OF DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)AS OF DECEMBER 29, 2012(Expressed in Eastern Caribbean Dollars)

- 8 -


$ $Equity

Share capital (Note 20) 20,000,000 20,000,000

Contributed capital and reserves 245,605 272,895

Currency translation reserve (9,110,282) (12,742,515)

Retained earnings 44,722,503 98,870,859

55,857,826 106,401,239

Non-controlling interest (Note 25) (483,398) 385,796

Total equity 55,374,428 106,787,035

Total liabilities and shareholders' equity 110,429,118 159,512,989

Approved by the Board of Directors on .........................................

........................................ .....................................

Name: ........................................ Name: ........................................Director Director

____________________________

Eustace VitalisDirector

____________________________

j L FletcherDirector

Approved by the Board of Directors on 27 june 2013.

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 29, 2012

- 9 -


$ $Cash flows from operating activitiesLoss for the period (51,329,849) (8,315,209)

Adjustments for:Depreciation (Note 13 and 14) 4,080,247 3,754,313

Unrealised exchange gain (1,784,955) 27,575

Gain on disposal of property, plant and equipment (7,860) 3,116

Loss on disposal of trademarks - 19,355

Interest income (91,422) (403,373)

Share of loss/(profit) in joint ventures and associates (Note 15) 48,244,267 (8,594,215)

Impairment of property, plant and machinery (Note 22) 362,674 -

Discount on acquisition of subsidiary (1,748,250) -

Finance costs 1,546,350 1,085,089

Operating loss before working capital changes (728,798) (12,423,349)

(Increase)/decrease in trade and other receivables 2,187,981 (1,559,454)(Increase)/decrease in inventories (2,338,340) 72,312 Decrease in amounts due from related parties (84,978) 1,379,244 Increase/(decrease) in trade and other payables 632,894 215,144

Cash used in operating activities (331,241) (12,316,103)

Income tax refund - 2,440

Interest paid (1,546,350) (1,085,088)

Net cash used in operating activities (1,877,591) (13,398,751)

Cash flows from investing activitiesPayments to acquire property, plant and equipment (813,474) (15,411,079)

Increase in other investments (47,524) (38,815)

Interest received 91,442 403,373

Dividends received - 2,096,150

Proceeds from disposal of property, plant and equipment 76,298 166,388

Net cash used in investing activities (693,258) (12,783,983)

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WINFRESH LIMITEDCONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)FOR THE YEAR ENDED DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)FOR THE YEAR ENDED DECEMBER 29, 2012

- 10 -


$ $Cash flows from financing activitiesNew bank loan - 21,178,406

Loan from related party - 40,031

Loan repayment (9,897) -

Net cash generated from investing activities (9,897) 21,218,437

Net decrease in cash and cash equivalents (2,580,746) (4,964,297)

Cash and cash equivalents at beginning of period 6,582,945 11,547,242

Cash and cash equivalents at end of period (Note 6) 4,002,199 6,582,945

30


WINFRESH LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 29, 2012


- 11 -

1 General information

IncorporationThese consolidated financial statements include the financial statements of Winfresh Limited (theCompany) and its subsidiary companies, Winfresh UK Limited, Winfruit Limited, Vincyfresh Limited andSunfresh Limited.

Winfresh Limited was incorporated under the laws of Saint Lucia and continued under the Company'sAct, 1996. The Company commenced trading effective January 1, 1995 with the takeover of theoperations formally undertaken by Windward Islands Banana Growers' Association ("WINBAN").

Winfresh (UK) Limited was incorporated under the Companies Act 1985 of the United Kingdom andcommenced trading in May 1994 and is a wholly owned subsidiary of Winfresh Limited.

Winfruit Limited was incorporated under Companies Act 2006 of the United Kingdom and commencedtrading in December 2008. Winfresh (UK) Limited has a 75% holding of the ordinary shares of thecompany.

Vincyfresh Limited was incorporated under the 1994 Companies Act of Saint Vincent and the Grenadinesas Lauders Agro Processors Inc. and commenced trading in October 2007. Winfresh Limited has a 60%holding of the Class "A" common shares of the company.

Sunfresh Limited was incorporated under the laws of Saint Lucia and continued under the Company'sAct, 1996 and commenced trading in January 2011. Winfresh Limited has a 100% holding of the ordinaryshares of the company.

The Company's registered office is located at 99 Chaussee Road, Castries, Saint Lucia.

Principal activityThe principal activity of the Group is the importation, marketing and distribution of bananas and freshproduce, and processing, packaging and distribution of water and fruit juices.

ShareholdingsThe shareholdings of the Company are the Governments of the four Windward Islands: Saint Lucia,Dominica, Saint Vincent and the Grenadines and Grenada and the banana grower associations ("BGAs")of the Windward Islands: Dominica Banana Marketing Corporation ("DBMC"), St Vincent BananaGrowers' Association ("SVBGA") and the Grenada Banana Co-operative Society ("GBCS").

The Group's financial year represents a 52 week period ending December 29, 2012 (December 31, 2011 -52 week period ending December 31, 2011).

The shareholdings of Winfresh are the Governments of the four Windward Islands, St. Lucia, Dominica, St. Vincent and the Grenadines and Grenada; Saint Lucia Agricultural Holding Company (“SLAHC”), Dominica Banana Holding Company (“DBHC”); St Vincent Banana Growers’ Association (“SVBGA”) and the Grenada Banana Co-operative Society (“GBCS”). SVBGA and GBCS have been dissolved and the shares held by them are to be transferred in accordance with the provisions of the Shareholders’ Agreement.

31


WINFRESH LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)AS OF DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 29, 2012


- 12 -

2 Basis of preparation

(a) Statement of complianceThese Consolidated financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS).

(b) Basis of measurementThe consolidated financial statements have been prepared under the historical cost convention except forfinancial assets that have been measured at fair value.

(c) Functional and presentation currencyItems included in the financial statements of each Group's entities are measured using the currency of theprimary economic environment in which the entity operates ("the functional currency"). The Group'sfunctional currencies include Eastern Caribbean dollars (EC$), and the UK pound (GBP). Theconsolidated financial statements are presented in Eastern Caribbean Dollars (EC$), which is the Group'spresentation currency.

(d) Use of estimates and judgementsThe preparation of consolidated financial statements in conformity with IFRS requires management tomake judgements, estimates and assumptions that affect the application of accounting policies and thereported amounts of assets, liabilities, income and expenses. Actual results may differ from theseestimates.

Estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates arerecognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about assmptions and estimation uncertainties that have a significant risk ofresulting in a material adjustment with the next accounting period are included in the following notes:

* Tade receivables Note 3

* Property, plant and equipment Note 3

* Impairment of non-financial assets Note 3

* Determination of fair values Note 5

(e) Standards and amendments effective and relevant to the Company

The financial statements have been prepared in accordance with IFRSs which are effective as at January1, 2012.

The following IFRSs and International Accounting Standards [IASs] became effective during the period:

Effective from January 1, 2012:

IAS 12 Income taxes - Limited scope amendment (recovery of underlying assets)

Effective from July 1, 2012

IAS 1 Presentation of Financial Statements - Amendments to revise the way other comprehensiveincome is presented

32


WINFRESH LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)AS OF DECEMBER 29, 2012(expressed in Eastern Caribbean dollars)

WINFRESH LIMITED


DECEMBER 29, 2012


- 13 -

2 Basis of preparation (continued)

(e) Standards and amendments effective and relevant to the Company (continued)

At the date of authorisation the following Standards and Interpretations, which have not yet been appliedin these financial statements, were in issue but not yet effective.

IAS 1 Presentation of Financial Statements - Amendments to revise the way other comprehensiveincome is presented

IAS 1 Amendments resulting from Annual Improvements 2009-2011 Cycle (comparative information)IAS 16 Amendments resulting from Annual Improvements 2009-2011 Cycle (Servicing equipment)IAS 19 Employee Benefits - Amended Standard resulting from the Post-Employment Benefits and

Termination Benefits projectsIAS 27 Consoildated and separate financial statements - Reissued as IAS 27 Separate Financial

Statements (As amended in 2011)IAS 27 Amendments for investment entitiesIAS 28 Investment in Associates - Reissued as IAS 28 Investments in Associates and Joint Ventures

(as amended 2011)IAS 32 Financial Instruments: Presentation - Amendments to application guidance on the offsetting of

financial assets and financial liabilitiesIAS 32 Amendments resulting from Annual Improvements 2009-2011 Cycle (tax effect of equity

distributions)IAS 34 Amendments resulting from Annual Improvements 2009-2011 Cycle (interim reporting of

segment assets)IAS 36 Amendments arising from Recoverable Amount Disclosures for Non-Financial AssetsIFRS 1 Amendments for government loan with a below-market rate of interest when transitioning to

IFRSsIFRS 1 Amendments resulting from Annual Improvements 2009-2011 Cycle (repeat application,

borrowing costs)IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about offsetting of

financial assets and financial liabilitiesIFRS 7 Financial Instruments: Disclosures - Amendments requiring disclosures about the initial

application of IFRS 9IFRS 9 Financial Instruments - Classification and measurement of financial assetsIFRS 9 Financial Instruments - Accounting for financial liabilities and derecognitionIFRS 10 Consolidated Financial StatementsIFRS 10 Amendments to transitional guidanceIFRS 10 Amendments for investment entitiesIFRS 11 Joint ArrangementsIFRS 11 Amendments to transitional guidanceIFRS 12 Disclosure of Interests in Other EntitiesIFRS 12 Amendments to transitional guidanceIFRS 12 Amendments for investment entitiesIFRS 13 Fair Value MeasurementIFRIC 20 Stripping Costs in the Production Phase of a Surface MineIFRIC 21 Levies

The adoption of these standards is not expected to have a significant impact on the financial statements.

33



WINFRESH LIMITED


DECEMBER 29, 2012


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3 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements areset out below. These policies have been constantly applied by the Group entities unless otherwise stated.

Consolidation

(a) SubsidiariesSubsidiaries are all entities over which the Group has power to govern the financial and operatingpolicies generally accompanying a shareholding of more than one half of the voting rights. Theexistence and effect of potential voting rights that are currently exercisable or convertible areconsidered when assessing whether the Group controls another entity. Subsidiaries are fullyconsolidated from the date on which control is transferred to the Group. They are de-consolidatedfrom the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by theGroup. The cost of an acquisition is measured as the fair value of the assets given, equityinstruments issued and liabilities incurred or assumed as at the date of exchange, plus costs directlyattributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilitiesassumed in a business combination are measured initially at their fair values at the acquisition date,irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fairvalue of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the costof acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference isrecognised directly in the consolidated statement of comprehensive income.

Inter-company transactions, balances and unrealised gains on transactions between groupcompanies are eliminated. Unrealised losses are also eliminated but are considered an impairmentindicator of the asset transferred. Accounting policies of subsidiaries are consistent with the policiesadopted by the Group.

(b) AssociatesAssociates are entities over which the Group has significant influence but not control, generallyaccompanying a shareholding of between 20% and 50% of the voting rights. Investment inassociates is accounted for by the equity method of accounting and initially recognised at cost.

The Group's share of its associates' post-acquisition profits or losses is recognised in theconsolidated statement of comprehensive income, and its share of post-acquisition movements inreserves. The cumulative post-acquisition movements are adjusted against the carrying amount ofthe investment. When the Group's share of losses in an associate equals or exceeds its interest inthe associate, including any unsecured receivables, the Group does not recognise further losses,unless it has incurred obligations or made payments on behalf of the associate

Unrealised gains on transactions between the Group and its associate are eliminated to the extentof the Group's interest in the associate. Unrealised losses are also eliminated unless the transactionprovides evidence of an impairment of the asset transferred.

34



WINFRESH LIMITED


DECEMBER 29, 2012


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3 Summary of significant accounting policies (continued)

Consolidation (continued)

(c) Joint venturesA joint venture exists where the Group has a contractual arrangement with one or more parties toundertake activities typically, however not necessarily, through entities that are subject to jointcontrol. The Group recognises interests in a jointly controlled entity using the equity method. TheGroup's share of the results of joint ventures is based on financial statements made up to a date notearlier than three months before the date of the balance sheet. Intragroup gains on transactions areeliminated to the extent of the Group's interest in the investee. Intragroup losses are also eliminatedunless the transaction provides evidence of an impairment of the asset transferred.

Non-controlling interestsThe total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parentand to the non-controlling interests in proportion to their relative ownership interests.

Cash and cash equivalentsCash and cash equivalents in the statement of cash flows include cash in hand, deposits held with banksand bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on theconsolidated statement of financial positioin.

InvestmentsThe Group classifies its investments as loans and receivables. The classification depends on the purposefor which the investments were acquired. Management determines the classification of its investments atinitial recognition and re-evaluates this designation at every reporting date.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that arenot quoted in an active market. Loans and receivables are recognised initially at fair value andsubsequently measured at amortised cost using the effective interest rate method, less provision forimpairment. A provision for impairment of loans and receivables is established when there is objectiveevidence that the Group will not be able to collect all amounts due to it according to their original terms.

Regular way purchases and sales of investments are recognised on trade-date - the date on which theGroup commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in thecase of all financial assets not carried at fair value through the consolidated statement of comprehensiveincome, transaction costs that are directly attributable to their acquisition. Investments are derecognisedwhen the rights to receive cash flows from the investment have expired or where they have beentransferred and the Group has also transferred substantially all risks and rewards of ownership.

Trade receivablesTrade receivables are recognised initially at fair value and subsequently measured at fair value lessprovision for impairment. A provision for impairment of trade receivables is established when there isobjective evidence that the Group will not be able to collect all amounts due according to the originalterms of the receivables. The amount of the provision is the difference between the asset's carryingamount and the present value of estimated future cash flows, discounted at the effective interest rate.The amount of the provision is recognised in the consolidated statement of comprehensive income.

35



WINFRESH LIMITED


DECEMBER 29, 2012


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InventoriesInventories, which are comprised of shipments of bananas in transit, bananas held in storage at aripening depot and packaging materials, are stated at the lower of cost and net realisable value. Cost forbananas is determined by reference to the invoiced price together with the delivery costs incurred inshipping the bananas to the United Kingdom and to a ripening depot. Cost for packaging materials isdetermined using the weighted average basis. Net realisable value is the estimated selling price in theordinary course of business less applicable variable selling expenses.

Property, plant and equipmentLand and buildings comprise warehouses and offices. All assets are stated at historical cost lessdepreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item will flow to theGroup and the cost of the item can be measured reliably. All other repairs and maintenance are chargedto the consolidated statement of comprehensive income during the financial year in which they areincurred. Increases in the carrying amount arising on revaluation of land and buildings are credited toother reserves in shareholder's equity. Decreases that offset previous increases of the same asset arecharged against other reserves directly in equity; all other decreases are charged to the consolidatedstatement of comprehensive income. Each year, the difference between depreciation based on therevalued carrying amount of the asset charged to the consolidated statement of comprehensive incomeand depreciation based on the asset's original cost is transferred from 'other reserves' to 'retainedearnings'.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line and reducingbalance methods to allocate their costs or revalued amounts to their residual values over their estimateduseful lives, as follows:

Buildings - (straight-line) 2%

Plant and machinery - (straight-line) 15% - 20%

Office furniture and equipment - (straight-line and reducing balance) 25% - 33%

Computer equipment - (straight-line) 25% - 33%

Motor vehicles - (straight-line) 25%

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at each balancesheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carryingamount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. Theseare included in the consolidated statement of comprehensive income.

36



WINFRESH LIMITED


DECEMBER 29, 2012


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Impairment of non-financial assetsAssets that have an indefinite useful life, for example land, are not subject to amortisation and are testedannually for impairment. Assets that are subject to amortisation are reviewed for impairment wheneverevents or changes in circumstances indicate that the carrying amount may not be recoverable. Animpairment loss is recognised for the amount by which the asset's carrying amount exceeds itsrecoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell andvalue in use. For the purposes of assessing impairment, assets are grouped at the lowest levels forwhich there are separately identifiable cash flows (cash-generating units).

ProvisionsProvisions are recognised when the Group has a present legal or constructive obligation as a result ofpast events, it is probable that an outflow of resources will be required to settle the obligation, and areliable estimate of the amount can be made.

BorrowingsBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings aresubsequently stated at amortised cost; any difference between the proceeds (net of transaction costs)and the redemption value is recognised in the consolidated statement of comprehensive income over theperiod of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defersettlement of the liability for at least twelve months after the balance sheet date.

Deferred income taxDeferred income tax is provided in full, using the liability method, on temporary differences arisingbetween the tax bases of assets and liabilities and their carrying amounts in the consolidated financialstatements. However, deferred income tax is not accounted for if it arises from initial recognition of anasset or liability in an transaction other than a business combination that, at the time of the transaction,affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates(and laws) that have been enacted or substantially enacted by the balance sheet date and are expectedto apply when the related deferred income tax asset is realised or the deferred income tax liability issettled.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries andassociates, except where the timing of the reversal of the temporary difference is controlled by the Groupand it is probable that the temporary difference will not reverse in the foreseeable future.

Share capitalOrdinary shares are classified as equity. Preference shares which have discretionary dividend obligationsand are not redeemable at a specific date or at the option of the shareholders, are also classified asequity.

Dividend distributionDividend distribution to the group company's shareholders is recognised as a liability in the Group'sconsolidated financial statements in the period in which the dividends are approved by the company'sshareholders.

Contributed capitalProperty, plant and equipment transferred and donated to the Group is included in property, plant andequipment at cost or valuation, and the corresponding credit is recorded in a contributed capital reserve.This contributed capital reserve is amortised to retained earnings on a straight line basis using the samerates used to provide depreciation on the applicable assets.

37



WINFRESH LIMITED


DECEMBER 29, 2012


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LeasesLeases in which a significant portion of the risks and rewards of ownership are retained by the lessor areclassified as operating leases. Payments made under operating leases (net of any incentives receivedfrom the lessor) are charged to the consolidated statement of comprehensive income on a straight-linebasis over the period of the lease.

Employee benefits

Pension obligationsThe subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pensionscheme. The actuaries of the scheme have confirmed to the directors that the company is unable toidentify its share of the underlying assets and liabilities of the scheme on a reasonable consistent basis.Accordingly, there is insufficient information to use defined benefit accounting. In accordance with IAS 19revised, the scheme is accounted for as if it were a defined contribution pension scheme.

A defined contribution pension scheme is a pension plan under which the company pays fixedcontributions to a separate entity, typically being a pension fund. The company has no legal orconstructive obligations to pay further contributions if the fund does not hold sufficient assets to pay allemployees the benefits relating to employee service in the current and prior periods.

The assets of the scheme are held in a separate independently administered fund. The subsidiary'scontributions are charged to the statement of income in the year to which they relate.

Revenue recognitionRevenue comprises the fair value of the consideration received or receivable for the sale of goods andservices in the ordinary course of the Group's activities. Revenue is recognised as follows:

a. Banana tradingBanana trading income (including fees, recoveries, sales and commissions) is recognised upondelivery of products and customer acceptance.

b. Interest incomeInterest income is recognised on a time-proportion basis using the effective interest method.

c. Other incomeOther income is recognised on an accruals basis.

d. Dividend incomeDividend income is recognised when the right to receive payment is established.

Foreign currency translation

a. Transactions and balancesForeign currency transactions are translated into the functional currency using the exchange ratesprevailing at the dates of the transactions. Foreign exchange gains and losses resulting from thesettlement of such transactions and from the translation at year-end exchange rates of monetaryassets and liabilities are recognised in the consolidated statement of comprehensive income.

38

GROWING...CARING...SERVINGGROWING...CARING...SERVING


WINFRESH LIMITED


DECEMBER 29, 2012


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Foreign currency translation (continued)

b. Group companiesThe results and financial position of all of the Group's entities that have a functional currencydifferent from the presentational currency are translated into the presentational currency as follows:

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the dateof that balance sheet;

(ii) income and expenses for each statement of comprehensive income are translated at the averageexchange rates for the financial period (unless this average is not a reasonable approximation of thecumulative effect of the rates prevailing on the transaction dates, in which case income andexpenses are translated at the dates of the transactions); and

(iii) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreignoperations and of borrowings are taken to shareholder's equity. When a foreign operation is sold,exchange differences that were recorded in equity are recognised in the consolidated statement ofcomprehensive income as part of the gain or loss on sale.

ComparativesExcept when a standard or an interpretation permits or requires otherwise, all amounts are reported ordisclosed with comparative information.

4 Financial risk management

Financial risk factorsThe Group's activities expose it to variety of financial risk: market risk (including currency risk and fairvalue risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk managementprogramme focuses on the unpredictability of financial markets and seeks to minimise the potentialadverse effects on the Group's financial performance.

Risk managementThe Directors are charged with the overall responsibility of establishing and monitoring the Group's riskmanagement policies and processes. The Group's overall risk management policies and processesfocus on identifying, analysing and monitoring all potential risks such as foreign exchange risk, interestrate risk and credit risk that are faced by the Group. All treasury transactions are reported to andapproved by the Directors.

39



WINFRESH LIMITED


DECEMBER 29, 2012


- 20 -

4 Risk management (continued)

a. Market risk

(i) Foreign exchange riskThe Group trades internationally and is exposed to foreign exchange rate risk from variouscurrency exposures, primarily with respect to the US dollar and Sterling/UK pound. The exchangerate of the Eastern Caribbean dollar (EC$) to the United States dollar (US$) has been formallypegged at EC$2.70 = US$1.00 since July 1976. Foreign exchange risk arises when futurecommercial transactions or recognised assets or liabilities are nominated in a currency that is notthe entity functional currency.

The Group purchases its bananas and fresh produce in foreign currency and forward currencycontracts are occasionally used for the purchases. All costs denominated in foreign currency aresettled using the spot rate. There were no outstanding forward currency contracts at the balancesheet date.

The following table summarises the Group's exposure to foreign currency exchange rate risk atDecember 29, 2012

EC$ US$ Stg Euro Total$ $ $ $ $

At December 29, 2012

Financial assets

Loans and receivablesCash and cash equivalents 23,049 20,885 7,540,366 24,137 7,608,437 Investments: Loans and receivables 1,280,644 - - - 1,280,644 Trade and other receivables 2,216,063 470,606 20,703,097 - 23,389,766 Due from related parties 5,415,383 - - - 5,415,383

Total financial assets 8,935,139 491,491 28,243,463 24,137 37,694,230

EC$ US$ Stg Euro Total$ $ $ $ $

Financial liabilities

Financial liabilities at amortised costBank borrowings and overdrafts 10,101,697 - 21,737,000 - 31,838,697 Trade and other payables 4,590,692 4,374,228 13,599,650 530,348 23,094,918

Total financial liabilities 14,692,389 4,374,228 35,336,650 530,348 54,933,615

Net balance sheet financial position

(5,757,250) (3,882,737) (7,093,187) (506,211) (17,239,385)

40



WINFRESH LIMITED


DECEMBER 29, 2012


- 21 -


a. Market risk (continued)

(i) Foreign exchange risk (continued)EC$ US$ Stg Euro Total

$ $ $ $ $At December 31, 2011Total financial assets 8,823,761 1,367,688 30,337,350 61,736 40,590,535 Total financial liabilities (13,026,572) (3,198,170) (36,495,779) (5,433) (52,725,954)

Net balance sheet financial position

(4,202,811) (1,830,482) (6,158,429) 56,303 (12,135,419)

At December 29, 2012 if the EC$ had weakened/strengthened by 10% against the Stg/UK poundwith other variables held constant, post tax profit for the year would have been $709,319(December 31, 2011 - $615,843) higher/lower, mainly as a result of foreign exchange gains / losseson translation of Stg/UK pound denominated bank balances trade receivables and trade payables.

(ii) Cash flow and fair value interest rate riskThe Group has interest bearing assets at fixed interest rates which expose the Group to fair valueinterest rate risk. The Group has determined that the fair value interest rate risk was not significantat the balance sheet date.

b. Credit riskCredit risk arises from cash and cash equivalents, deposits with banks and financial institutionsand investments classified as loans and receivables; as well as credit exposure to customers,including trade receivables, balances due from related parties and committed transactions.

The Group manages its exposure to this risk by applying contractual terms that have beenapproved by the Directors to the amount of credit exposure to any one counterparty. It alsoemploys strict minimum credit worthiness criteria as to the choice of counterparty, thereby ensuringthat there is no significant concentration of credit risk.

The amount of the Group's maximum exposure to credit risk is indicated by the carrying amount ofits financial assets at the balance sheet date. Management does not foresee any losses from non-performance by these counterparties as at December 29, 2012 and December 31, 2011.

c. Liquidity riskPrudent liquidity risk management implies maintaining sufficient cash and the ability of fundingthrough an adequate amount of committed credit facilities.

Bank overdrafts and trade and other payables are due within twelve months based on theremaining period at the balance sheet date to the contractual maturity date.

The contractual undisclosed cash flows of the bank overdrafts and trade payables approximate thecarrying amounts at the balance sheet date as the impact of discounting is not significant.

41



WINFRESH LIMITED


DECEMBER 29, 2012


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d. Capital risk managementThe Group's objectives when managing capital are to safeguard the Group's ability to continue as agoing concern in order to provide returns for shareholders and benefits for other stakeholders andto maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividendspaid to shareholders or return capital to shareholders.

5 Determination of fair values

A number of the Group's accounting policies and disclosures require the determination of fair value, forboth financial and non-financial assets and liabilities. Fair values have been determined formeasurement and/or disclosure purposes based on the following methods. Where applicable, furtherinformation about the assumptions made in determining fair values is disclosed in the notes specific tothat asset or liability.

Property, plant and equipmentThe fair value of property, plant and equipment recognised as a result of a business combination is theestimated amount for which a property could be exchanged on the date of acquisition between a willingbuyer and a willing seller in an arm's length transaction after proper marketing wherein the parties hadacted knowledgeably. The fair value of items of plant, equipment, fixtures and fittings is based on themarket approach and cost approaches using quoted market prices for similar items when available andreplacement cost when appropriate. Depreciation replacement cost estimates reflect adjustments forphysical deterioration as well as functional and economic obsolescence.

GoodwillGoodwill is recorded at its fair value, this being the amount in excess of the fair market value of theseparately identifiable assets of the subsidiary company that was acquired during the year. In futureperiods, goodwill will be assessed for impairment.

Trade and other receivablesThe fair values of trade and other receivables approximate their carrying amounts due to the short termnature of the related transactions.

Cash and cash equivalentDue to the short term nature of the transactions, the fair values of cash and cash equivalentsapproximate their carrying amounts at the reporting date.

Trade and other payablesDue to the short term nature of the related transactions, the fair values and other payables approximatetheir carrying amounts at the reporting date.

42



WINFRESH LIMITED


DECEMBER 29, 2012


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6 Cash and cash equivalentsDecember 29 December 31

2012 2011$ $

Cash at bank and in hand 7,608,437 9,380,019

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise thefollowing:


$ $

Cash at bank and in hand 7,608,437 9,380,019

Bank overdrafts (3,606,238) (2,797,074)

4,002,199 6,582,945

Short term bank loan (28,232,459) -

(24,230,260) 6,582,945

7 Held-to-maturity financial assets


$ $

Term deposit 1,280,644 1,233,120

Held-to-maturity financial assets comprise term deposits with banks. The weighted average effectiveinterest rate on term deposits is 3% and 3.25% (December 31, 2011 - 3% and 3.25%) per annum. Termdeposits mature within one year.

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WINFRESH LIMITED


DECEMBER 29, 2012


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8 Trade and other receivablesDecember 29 December 31

2012 2011$ $

Trade receivables 20,553,519 21,838,119

Less: provision for impairment of trade receivables (Note 9) (631,292) (639,643)

Trade receivables - net 19,922,227 21,198,476

Other receivables 1,419,763 2,353,916

Prepayments 1,032,042 1,009,621

22,374,032 24,562,013

The credit quality of trade receivables is summarised as follows:December 29 December 31

2012 2011$ $

Neither past due nor impaired 13,985,857 16,608,788 Past due but not impaired 5,936,370 4,589,688 Impaired 631,292 639,643

Gross 20,553,519 21,838,119

The ageing of trade receivables that are past due and not impaired is as follows:


$ $

Less than one month past due 4,147,624 4,306,934 One to two months past due 429,617 127,194 More than two months past due 1,359,129 155,560

5,936,370 4,589,688

44



WINFRESH LIMITED


DECEMBER 29, 2012


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8 Trade and other receivables (continued)

The ageing of trade receivables that are impaired is as follows:December 29 December 31

2012 2011$ $

Over two months 631,292 639,643

The impaired receivables mainly relate to customers who are in unexpectedly difficult economicpositions. Management has reviewed the position and determined that a part of these receivables isexpected to be recovered.

Other receivables do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivablesmentioned above. The Group does not hold any collateral as security.

9 Provision for impairment of trade receivables

The movement in the provision for impairment of receivables is as follows:December 29 December 31

2012 2011$ $

At beginning of year 639,643 639,252 Release provision (8,351) (7,960)Provision made during the year - 8,351

At end of year 631,292 639,643

The creation and release of the provision for impaired receivables has been included in general andadministrative expenses in the consolidated statement of comprehensive income. Amounts charged tothe allowance account are generally written off, when there is no expectation of recovering additionalcash.

10 Inventories December 29 December 312012 2011

$ $

Raw materials 230,229 212,331

Chemicals and additives 377,293 -

Packaging materials 1,257,696 988,172

Finished goods 8,426,597 6,752,972

10,291,815 7,953,475

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WINFRESH LIMITED


DECEMBER 29, 2012


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11 Related party transactions and balances

The Group is related to the four banana grower associations (BGAs) and the Governments of theWindward Islands (Note 1) which together own 100% of the Company's shares. The Group owns 50% ofWindward Isles Banana Company Holdings (Jersey) Limited.

The following transactions were carried out with the above mentioned related parties:


$ $Purchases of goods and servicesPurchases of bananas from BGAs 25,288,435 21,265,287


$ $Key management compensationSalaries and other short-term benefits 3,820,310 3,002,323

Year-end balances arising from sales / purchases of goods / services:December 29 December 31

2012 2011Due from/(due to) related parties $ $

CurrentSt. Lucia Banana Corporation (9,777) (9,777)Government of Saint Lucia 4,439,375 4,439,375 Sunsmart Beverages Inc. 67,755 -

4,497,353 4,429,598

Non-currentGrenada Banana Co-operative Society 786,780 786,780 Dominica Banana Marketing Corporation 121,473 121,473 Sunsmart Beverages Inc. - 67,755

908,253 976,008

Balances with related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

During previous financial year the company had accepted, in principle, an offer from the Government ofSaint Lucia for the settlement of the amount due by way of transfer of land valued at $4,439,375. Thetransfer is still being negotiated at the balance sheet date.

46



WINFRESH LIMITED


DECEMBER 29, 2012


- 27 -

12 Other receivables December 29 December 312012 2011

Other loan $ $

At beginning of year 930,756 904,377 Movement during the year 84,978 26,379

At end of year 1,015,734 930,756

Included in the above balance is a loan of $956,285 (at December 31, 2011, - $886,583), which bearsinterest at LIBOR rate plus 3% per annum and is stated at its fair value as at the balance sheet date.

13 Intangible fixed assets Patents Goodwill Trademarks Total$ $ $ $

CostAt January 2, 2011 423 2,546,996 19,302 2,566,721

Disposals - - (19,302) (19,302)

At December 31, 2011 420 2,534,233 - 2,534,653

At January 1, 2012 420 2,525,848 - 2,526,268

Exchange differences 14 93,447 - 93,461

At December 29, 2012 434 2,619,295 - 2,619,729

AmortisationAt January 2, 2011 25 - 385 410

Amortisation on disposals - - (385) (385)

Charge for the period 22 - - 22

At December 31, 2011 47 - - 47

At January 1, 2012 47 - - 47

Charge for the period 21 - - 21

At December 29, 2012 68 - - 68

Net book valueAt December 29, 2012 366 2,619,295 - 2,619,661

At December 31, 2011 373 2,534,233 - 2,534,606

At January 1, 2011 398 2,546,996 18,917 2,566,311

The goodwill arises on the acquisition of Winfruit Limited by Winfresh (UK) Limited.

47



WINFRESH LIMITED


DECEMBER 29, 2012


- 28 -

14 Property, plant and equipmentLeasehold

improvementsLand andbuildings

Plant andmachinery

Officefurniture

andequipment

Computerequipment

Motorvehicles

Total

$ $ $ $ $ $ $CostAt January 2, 2011 7,877 26,220,434 12,282,564 5,110,161 3,543,992 1,836,980 49,002,008 Exchange differences - (150,411) (8,808) 4,053 1,718 701 (152,747)

Additions - 11,908,881 2,596,694 1,279,264 269,905 398,442 16,453,186

Adjustments to costs - (118,717) (5,199) (99,324) (94,451) (467,439) (785,130)

Disposals - - (81,000) (14,100) (17,650) (346,965) (459,715)

At December 31, 2011 7,877 37,860,187 14,784,251 6,280,054 3,703,514 1,421,719 64,057,602

At January 1, 2012 7,877 37,860,187 14,784,251 6,280,054 3,703,514 1,421,719 64,057,602 Exchange differences - 925,903 183,460 195,783 58,399 33,564 1,397,109

Additions - - 149,952 452,823 210,699 - 813,474

Adjustments to costs - (988,933) 979,516 - - - (9,417)

Disposals - (118,716) (57,912) - (1,275,293) (73,739) (1,525,660)

Revaluation - (80,345) - - - - (80,345)

At December 29, 2012 7,877 37,598,096 16,039,267 6,928,660 2,697,319 1,381,544 64,652,763

DepreciationAt January 2, 2011 7,877 894,979 5,141,472 3,981,738 2,737,387 1,251,251 14,014,704 Adjustments to depreciation - (56,190) (5,199) (99,324) (94,451) (467,439) (722,603)

On disposals - - - (5,828) (11,365) (272,348) (289,541)

Charge for the period - 765,173 1,678,803 611,020 440,109 259,208 3,754,313

At December 31, 2011 7,877 1,603,962 6,815,076 4,487,606 3,071,680 770,672 16,756,873

At January 1, 2012 7,877 1,603,962 6,815,076 4,487,606 3,071,680 770,672 16,756,873 Exchange differences - 45,793 144,972 149,174 42,748 18,225 400,912

Adjustments to depreciation - (196) (678) - - (874)

On disposals - (118,716) (30,344) - (1,272,200) (35,962) (1,457,222)

Charge for the period - 579,634 2,218,130 700,252 328,804 253,406 4,080,226

At December 29, 2012 7,877 2,110,477 9,147,156 5,337,032 2,171,032 1,006,341 19,779,915

Net book valueAt December 29, 2012 - 35,487,619 6,892,111 1,591,628 526,287 375,203 44,872,848

At December 31 2011 - 36,256,225 7,969,175 1,792,448 631,834 651,047 47,300,729

At January 1, 2011 - 25,325,455 7,141,092 1,128,423 806,605 585,729 34,987,304

48



WINFRESH LIMITED


DECEMBER 29, 2012


- 29 -

15 Investments in joint ventures and associatesDecember 29 December 31

2012 2011$ $

At beginning of period 56,742,144 54,239,162 Share of (loss)/profit in joint ventures and associates (48,365,703) 8,594,215 Share of joint venture interest receivable 820,227 -

Share of joint venture finance costs (698,791) -

Share of tax in joint ventures and associates (726,016) (2,379,130)Share of actuarial losses (1,071,621) (1,658,055)Dividends - (2,096,150)Currency translation adjustment 5,116,919 42,102

At end of period 11,817,159 56,742,144

The Group's share of the results of its joint ventures and its share of assets and liabilities are as follows:

Assets Liabilities Revenues$ $ $

At December 29, 2012Windward Isles Banana Company Holdings (Jersey) Limited 8,251,365 989,034 - Windward Isles Banana Company (UK) Limited 64,950,156 60,826,647 115,560,411

At December 31, 2011Windward Isles Banana Company Holdings (Jersey) Limited 29,471,869 1,136,113 - Windward Isles Banana Company (UK) Limited 88,667,145 56,795,184 119,379,370

Windward Isles Banana Company (UK) Limited ("WIBUK") and Windward Isles Banana CompanyHoldings (Jersey) Limited ("WIBJ") are incorporated in the United Kingdom and Jersey respectively, on a50% joint-venture basis with Fyffes Plc for the acquisition of the banana operating division of the GeestGroup of Companies.

49



WINFRESH LIMITED


DECEMBER 29, 2012


- 30 -

16 Other investments December 29 December 312012 2011

$ $

At beginning of year 2,936,329 2,936,329

Impairment loss (282,329) -

At end of year 2,654,000 2,936,329

Vincyfresh Limited, one of the group companies, invested in a property now valued at $2,654,000 locatedat Diamond to operate a snack food factory. On February 28, 2011 Vincyfresh Crisps Ltd wasincorporated and on March 18, 2011 the property was registered as being owned by Vincyfresh CrispsLtd. Vincyfresh Crisps Ltd is a 100% owned subsidiary of Vincyfresh Limited. Vincyfresh Crisps Ltd hasnot traded since its incorporation .

17 Trade and other payables December 29 December 312012 2011

$ $

Trade payables 11,517,230 12,027,210

Other payables 2,077,258 642,243

Accrued expenses 8,800,430 8,981,240

22,394,918 21,650,693

50



WINFRESH LIMITED


DECEMBER 29, 2012


- 31 -

18 Loans and borrowings December 29 December 312012 2011

$ $

Bank loans - 27,466,856

Other loans 700,000 811,331

700,000 28,278,187

Analysis of loansWholly repayable within five years 700,000 28,278,187

700,000 28,278,187

Loan maturity analysisIn more than two years but not more than five years 700,000 28,278,187

The aggregate amount of loans and borrowings for which security has been given amounted to$28,232,459 (see note 6) (December 31, 2011 - $27,466,856), which are secured by way of a debentureover the subsidiary companies' long leasehold property and improvements, freehold land and buildingsand equipment, and guarantees by given the ultimate parent company.

Bank loan of $21,737,000 bears interest at LIBOR plus 2.5%; bank loan of $6,495,459 bears interest at8.5% per annum. Other loans of $700,000 are unsecured, interest free and no fixed repayment terms.

19 Deferred income tax asset

Deferred income taxes are calculated in full on temporary differences under the liability method using aprincipal tax rate of 24% (December 31, 2011 - 26%). The movement on the deferred tax (asset)account is as follows:


$ $

At beginning of year 524,415 246,969 Consolidated statement of income charge (Note 28) (63,130) 288,429 Exchange difference 18,120 (10,983)

At end of year 479,405 524,415

Deferred taxes arise from decelerated capital allowances in the United Kingdom.

51



WINFRESH LIMITED


DECEMBER 29, 2012


- 32 -

20 Share capital December 29 December 312012 2011

$ $

Subscribed500 ordinary shares of $10,000 each 5,000,000 5,000,000

1,500 5% non-cumulative preference shares of $10,000 each 15,000,000 15,000,000

20,000,000 20,000,000

21 Finance costsJanuary 1 January 2

2012 2011to to


$ $

On bank loans and overdrafts 1,546,205 1,052,332

Share of joint venture finance costs 698,791 -

Other interest 145 34,433

2,245,141 1,086,765

22 Other (losses) / gains, net



2012 2011$ $

Foreign exchange gains / (losses)

- Unrealised (losses) / gains on translation of balances 2,133,600 (175,500)

- Realised losses on transactions 406,009 339,540

(Loss)/gain on disposal of property, plant and equipment 7,860 (3,116)

Loss on disposal of intangible assets - (19,357)

Loss on revaluation of property, plant and equipment (362,674) -

Discount on acquisition of subsidiary 1,748,250 -

3,933,045 141,567

52



WINFRESH LIMITED


DECEMBER 29, 2012


- 33 -

23 Other income



2012 2011$ $

Agency fees and commissions - 19,675

Interest income 91,422 405,049

Share of joint venture interest 820,227 -

Miscellaneous income 121,347 854,738

1,032,996 1,279,462

24 Financial commitments

At 29 December 2012 the group had lease payments due under operating leases as follows:

Land and buildings OtherDecember 29 December 31 December 29 December 31

2012 2011 2012 2011$ $ $ $

Within one year 210,000 93,032 76,942 179,057

Between two and five years 579,000 - 40,397 111,406

In over five years 325,500 - - -

1,114,500 93,032 117,339 290,463

At 29 December 2012 the Group had lease payments due under operating leases as follows:

53



WINFRESH LIMITED


DECEMBER 29, 2012


- 34 -

25 Non-controlling interest December 29 December 312012 2011

$ $

Minority share of retained deficit a beginning of period 385,796 1,616,549

Minority share of pre-acquisition deficit - (2,182,173)

Minority share of equity in subsidiary company (716,583) 3,204,192

Minoriy share of losses for the period (2,252,772)

Reverse minority share of losses on becoming wholly owned 1,604,922 -

Reverse minority share of equity on becoming wholly owned (1,750,000) -

Exchange difference (7,533) -

Minority share of retained deficit at end of period (483,398) 385,796


$ $

Minoity share of retained deficit (1,505,417) (2,386,223)

Minority share of pre-acquisition deficit (2,182,173) (2,182,173)

Minority share of equity in subsidiary company 3,204,192 4,954,192

(483,398) 385,796

54



WINFRESH LIMITED


DECEMBER 29, 2012


- 35 -

26 Expenses by nature December 29 December 312012 2011

$ $

Direct costs 192,297,019 208,124,057

Salaries and wages 9,211,425 10,929,087

Directors' fees 1,544,139 1,401,160

Rent and service charges 384,992 873,207

Communication 15,699 39,139

Insurance 254,107 439,055

Light and heat 429,698 435,833

Repairs and renewals 208,531 381,111

Security 72,013 97,032

Printing, postage and stationery 105,652 133,262

Advertising and publicity 347,751 73,138

Telephone 192,792 205,108

Information technology support costs 157,271 479,209

Vehicle expenses 66,535 113,814

Travel and entertaining 703,194 635,027

Subsistence 106,865 88,387

Legal and professional fees 254,128 748,054

Audit fees 487,469 533,901

Bank charges 170,653 325,154

Bad debt expenses 358,423 341,588

Other expenses 109,304 350,479

Subscriptions and donations 89,063 49,616

Research and development 75,663 91,185

Depreciation and amortisation 4,079,374 3,754,313

Total cost of goods sold, administrative and general expenses 211,721,760 230,641,916

Cost of goods sold 187,751,114 201,269,090

Distribution and selling 12,278,003 13,093,794

Administrative and general expenses 11,692,643 16,279,032

Total cost of goods sold, administrative and general expenses 211,721,760 230,641,916

55



WINFRESH LIMITED


DECEMBER 29, 2012


- 36 -

27 Employee benefit expenses


$ $

Salaries and wages 7,996,582 9,252,122

Directors' fees 1,544,139 1,401,160

Social security costs 699,651 877,791

Other staff costs 515,192 799,174

10,755,564 12,330,247

28 Income tax expenseDecember 29 December 31

2012 2011$ $

Current tax 118,666 -

Share of joint venture tax 711,574 2,379,130

Adjustment for prior year - (2,518)

Deferred tax charge (Note 19) 63,130 (288,429)

Current tax charge 893,370 2,088,183

The tax on the Group's profit before tax differs from the theoretical amount that would arise using theapplicable standard rate as follows:


$ $

Loss before income tax (51,329,849) (8,315,209)

Tax calculated at standard rate of 30% (15,398,955) (2,494,563)

Tax effect of consolidation adjustments 1,109,865 2,626,013

Exempt profit 13,087,501 (2,234,496)

Expenses not deductible for tax purposes 142,967 46,525

Tax losses uilised (320,089)

Deferred tax not recognised 774,704 2,090,701

Other tax adjustments 1,497,377 2,054,003

Tax charge 893,370 2,088,183

56



WINFRESH LIMITED


DECEMBER 29, 2012


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29 Pension costs

The subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pensionscheme and the scheme's actuaries have confirmed to the directors that they would be unable to supplythe trustees of the pension scheme with any allocation of the pension scheme's assets and liabilitiesbetween the pension scheme's participating employers on a reasonably consistent basis. Consequently,in accordance with International Accounting Standard No. 19 (IAS 19) the scheme has been accountedfor as if it were a defined contribution pension scheme.

The constitution of the scheme requires that a triennial valuation is performed by independent actuariesand the last such valuation was performed at December 31, 2009. As part of this valuation the trusteeshad previously produced a Statement of Funding Principles [SFP] in April 2008, which sets out thetrustees' policy for ensuring that the scheme's statutory funding objective is met. The valuation performedat December 31, 2009 revealed that, on the SFP basis, there was a funding deficit of $20,376,000 in thescheme at that date [previous triennial valuation at December 31, 2006 - a funding deficit of $15,390,000at that date when restated to the SFP basis]. In each case the funding level was less than the 90%required by the minimum funding requirement rules. A supplementary IAS 19 report prepared by theindependent actuaries at December 31, 2010 estimates that the pension scheme deficit at December 31,2010 stated on a consistent basis but now also taking into account the effect of IFRS InterpretationsCommittee Update 14 (IFRIC 14) was $14,888,000. As before, the funding level was less than the 90%required by the minimum funding requirement rules.

The trustees have determined to keep the pension fund's investment strategy under close review and theparticipating employers have determined that they will do all that they can to preserve accruedentitlements within the scheme via an agreed schedule of revised employer contributions. Theparticipating employers are currently in discussion regarding further steps that may be taken to addressthe deficit in the scheme.

The assets of the scheme are held separately from those of the subsidiary company in an independentlyadministered fund. The pension cost charge in the consolidated statement of comprehensive incomerepresents contributions payable by the subsidiary company to the fund for the period amounted to$177,254 (period to December 31, 2011 - $369,157). No contributions were payable to the fund at thebalance sheet date (at December 31, 2011 - £Nil).

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WINFRESH LIMITED


DECEMBER 29, 2012


- 38 -

30 Guarantees

The subsidiary company, Winfresh (UK) Limited, has provided a payment guarantee to the UK taxauthority, HM Revenue & Customs. At the balance sheet date the maximum amount payable under thisguarantee totalling $1,065,230 (December 31, 2011 - $1,048,075).

31 Contingent liabilities

31.1 The Group is contingently liable in respect of disputed liabilities that may be due under the bananacontract sales agreement with the banana companies. These amounts are currently being negotiated andthe full amount of the liability, if any, cannot be determined at the balance sheet date. Any settlementsarising from these disputed liabilities are expected to be accounted for as a charge against income in theperiod in which the settlement occurs.

31.2 The Group has agreed to continue to provide financial support to a subsidiary undertaking for theforeseeable future, being a period of at least twelve months from the date of approval of theseconsolidated financial statements, by way of deferment of the amounts owed by the subsidiaryundertaking or by other means, so as to enable the subsidiary undertaking to continue in operation as agoing concern.

At the statement of financial position date the amount owed by this subsidiary undertaking was$2,574,162 (at December 31, 2011 - $1,679,620), for which no provision for impairment has been made.

31.3 The Group has entered into a recovery plan designed to restore the minimum funding level of the definedbenefit pension scheme of which it is one of the participating employers, by way of a schedule of revisedemployer contributions. At the currently agreed level of contribution the group is liable to make a totalemployers contribution of $177,254 per year. No provision has been made in these consolidatedfinancial statements in respect of this liability.

58

NOTES

Winfresh LimitedAgricultural Complex,

Odsan, P O Box 115, Castries, Saint Lucia WI

Tel: +1 758 457-8600Fax: +1 758 453-1638www.winfresh.net

Winfresh Annual Report 2012

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Transcript of Winfresh Annual Report 2012