winfresh annual report 2010

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www.winfresh.netWinfreshFacing the challenges of diversification

Facing the challenges...

of DiversificationAnnual Report 2010

Facing the challenges...challenges...

of DiversificationAnnual Report 2010

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Table of Contents Corporate Profile Directors’ Report Financial Report

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For our latest financial information or to view our Annual Report online, go to:

www.winfresh.net

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www.winfresh.net WinfreshFacing the challenges of diversification

Corporate ProfileTHE WINFRESH GROUP

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

Subsidiary Companies1. Winfresh (UK) Limited

a. Winfruit Ltd (Subsidiary company of Winfresh (UK) Limited)b. Windward Isles Banana Company (UK) Ltd (Associated company of Winfresh [UK] Limited)

2. Vincyfresh Limited3. Sunfresh Limited

Associated Company4. Windward Isles Banana Company Holdings (Jersey) Limited

MISSION STATEMENT

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.

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SHAREHOLDERS

The shareholders 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.

GROUP DIRECTORS

GROUP EXECUTIVES

REGISTERED ADDRESSES

BUSINESS ADDRESSES

Montgomery Daniel - Chairman

Cecil Ryan

Vanoulst Jno Charles

Deles Warrington

Peter Josie

Cosmos Richardson

Ferron Lowe

Gemma Bain-Thomas

Bernard Cornibert (Winfresh UK only)

Martina Edwin (Winfresh UK only)

Bernard Cornibert

Martina Edwin

Trelford A E Douglas

Roy Hugh

Phil Collins

Ashley James

Errol Reid

Eardley Barrett

Chief Executive

Company Secretary

Finance Director

Sales & Marketing Director

Procurement Director

Operations Director

Technical Director

Caribbean Business Development Director

Winfresh Limited Reg. No. 47 of 1994 99 Chaussee Road • Castries • Saint Lucia WI Winfresh (UK) Limited Reg. No: 29290973rd Floor • 24 Old Bond Street • London •W1S 4AP • United Kingdom

Winfresh 1st Floor • M&C Building • Bridge Street • P O Box 115 • Castries • Saint Lucia WITelephone +1 758 457-8600Fax +1 758 453-1638

Winfresh UK3700 Parkway • Whiteley • Fareham • P015 7A • United KingdomTelephone +44 (0) 1489 587 570Fax +44 (0) 1489 587 588 E-Mail [email protected] www.winfresh.net


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AUDITORS

BANKERS

SOLICITORS

KPMG Eastern CaribbeanL’Anse Road • P O Box 1101 • Castries • Saint Lucia WI

J M Shah & Company3rd Floor • 24 Old Bond Street • London •W1S 4AP • United Kingdom

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

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

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

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

Winfresh

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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 1 January 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 - ChairmanCecil Ryan Vanoulst Jno CharlesDeles WarringtonPeter JosieElias Amorsingh Ferron LoweGemma Bain-ThomasBernard Cornibert—Winfresh UK onlyMartina Edwin—Winfresh UK only

GEEST LINE*The Premier Shipping Line serving the Caribbean, Europe and the UK for more than fifty years.

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RESULTS AND DIVIDENDS

The Group’s results for the period are set out in the statement of comprehensive income on page 3. The result after taxation was a loss of $ 53,730,750, compared to a profit of $ 23,293,000 in the previous year. The factors that contributed to the $77,023,750 downturn were: (a) drop in earnings from banana trading ($13.330 million), (b) provision for diminution in value of fixed asset investment ($35.769 million), (c) drop in dividend and other income ($7.277 million), (d) change in currency movement ($15.745 million) and actuarial losses on defined benefit pension plans ($5.288 million).

The Group’s result on its core principal activities was a consolidated loss after tax of $22,016,693 compared to profit of $8,241,325 in the previous period. The factors that have contributed to the fall in result are explained below

The Directors do not recommend payment of a dividend for the period.

OPERATING AND FINANCIAL REVIEW: The Business of the Group

The Group is involved primarily in the sale of fresh produce in the United Kingdom under the Winfresh brand name. The principal produce that is traded by the Group is bananas. Fresh produce is sourced predominantly from the Windward Islands, but also from other Caribbean and South American countries. The activities and arrangements include purchase, collection and loading of the produce at the source or supplying countries; shipment to and unloading at docks in the United Kingdom; ripening and repacking of the produce at the Group’s specialised ripening and handling facility at Stansted and, finally, distribution and sale to the retail and wholesale food market in the United Kingdom.

The Group was also involved in the formulation, testing, manufacturing and production of a new range of dairy-free freezer fruit desserts, a range of processed foods and juices and beverages and purified bottled water.

OPERATING AND FINANCIAL REVIEW: Business Performance, Principal Risks and Uncertainties

The period under review was one of the most challenging faced by the Group in recent years. The continuing difficulties inflicted by the negative impact of the financial crisis on the market were compounded by supply problems from the Group’s key Caribbean sources.

During the period under review the total volume of bananas purchased from the Windward Islands was 38.9%lower than in the previous period. This situation arose because of drought conditions in the first half of 2010 and then damage caused by tropical storm Tomas in October 2010, both of which severely reduced production in the Windward Islands. Volume purchased from other sources increased by 39.5% compared to the previous period. Overall volume purchased from all sources was 7.8% lower during the period, when compared to the previous period.

The volume of bananas imported from the Windward Islands accounted for 40.0% of the Group’s total purchases compared to 60.3% in the previous period and so there was a significant shift to the Dominican Republic and to other sources. The volume of purchases from non-Caribbean sources reduced in the period under review to 4.6% compared to 5.9% in the previous period.

The Group’s total income from banana sales fell by 10.4% during the period, from the previous period, By contrast, the cost of sales on its banana and fresh produce trading, including distribution costs, decreased during the period by 7.9%. The reduction, in both cases, was due to the reduction in throughput consequent on the shortfall in


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available supplies. Notwithstanding that, average fruit cost during the period was 16.4% higher than in the previous period, caused primarily by the increase in the minimum purchase price established by the Fairtrade Labelling Organisation (FLO) for Fairtrade bananas in 2010. This meant that during the period, cost of sales accounted for a higher proportion, at 96.4%, of total sales compared to the previous period, at 93.3%. This resulted in a Gross Margin loss of $ 873,865 during the period compared to a Gross Margin profit of $6,223,281 in the previous period.

The Group remained a major importer of Fairtrade bananas, with Fairtrade accounting for 78.5% of its total banana volume sales in the period. Therefore, the increase in the FLO minimum FOB price was bound to have a significant impact on its product cost and cost of sales.

The banana market has become increasingly competitive and challenging and the principal supply bases of the Group in the Caribbean, with their particular vulnerability to weather related problems, have made it more difficult for the Group to face up to the challenges of the market. Whilst the Group is not reliant on any single source of supply, the bulk of its supplies come from the Caribbean region, so the Group remains exposed, to a large extent, to the risk of weather problems that affect supplies from that region. Weather problems are unpredictable and irregular but, from time to time, they can have significant negative consequences for the Group’s performance and results.

During the period there were also risks and uncertainties associated with unpredictable movements in energy costs and the GBP/USD exchange rate, both of which could impact negatively on the Group’s operating performance. However, in the period under review the Group was able to put in place adequate arrangements to reduce its exposure and mitigate any potential losses.

The Group has been relatively successful in containing costs and improving operational efficiency.

Total cost fell by 8.5% during the period, while total overheads (administration and general expenses) decreased by 14.6% and distribution and other direct costs fell by 7.9% from the previous period.

The Group experienced some setbacks in the development of its new non-dairy freezer fruit dessert product lines and was unable to launch any of those new products during the period under review. Consequently, bananas and fresh produce still accounted for all of the Group’s turnover in the period under review.

FUTURE DEVELOPMENTS: Objectives and Strategy

The FLO announced increases in the minimum prices to be

paid for Fairtrade bananas, effective January 2011. Once again, the increase in the price of Windward Islands bananas was the largest among the Fairtrade banana supplying countries. The Directors of the Group are concerned that this widening of the price gap between the Windward Islands product and those of other suppliers will increase the competitive pressure on supplies from the Windward Islands in a market that, save for the import tariff, is all but fully deregulated. The Group will continue its dialogue on this matter with FLO and the Fairtrade Foundation in order to address those concerns and to ensure that suppliers located in the Windward Islands are not unduly disadvantaged in the market.

The Group intends to complete expansion of its ripening and production facility at its Stansted site. As part of this process the Group plans to phase in the installation of new banana ripening chambers, but the immediate requirement will be the outfitting of food processing and manufacturing units. This is in keeping with the Group’s plans to launch the dairy free freezer fruit product of its subsidiary undertaking, Winfruit Limited. The Group is also keeping to its plans to move all of its general administration operations into a newly extended office which forms part of its Stansted site during the first half of 2011. This means that all of its general administration operations will then be at one location, enabling efficiency savings in administration and overhead costs to be maximised.

The Group also intends to develop and market test a range of new premium quality crisps, juice drinks, other process foods and food products and bottled water, which it intends to launch in 2011/2012.

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WinfreshFacing the challenges of diversification

www.winfresh.net

EMPLOYEES AND EMPLOYEE INVOLVEMENT

During the period, the Group’s policy of providing employees with information about the Group was 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 payment terms at the same time that contract terms are agreed with suppliers and to pay trade payables in accordance with those contractual obligations. On average and based on the results during the period, trade payables at the statement of financial position date represented 20 days worth of purchases compared to 43 days for the previous period.

The Directors note here that the unusual trading conditions that applied in the period immediately following Hurricane Tomas in October 2010 in the Windward Islands led to distortion of the Group’s normal level of trade payable days.

POST BALANCE SHEET EVENTS

Other than that which is disclosed at note 32 to the consolidated financial statements, 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 8 November 2011

Martina Edwin

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Investment Focused on Diversification

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KPMG Eastern CaribbeanMorgan BuildingL’Anse RoadP.O. Box 1101Castries,S!’ Lucia

Telephone (758) 453-1471 (758) 453-0625

Fax (758) 453-6507

e-Mail [email protected]

INDEPENDENT AUDITORS’ REPORT�e ShareholdersWinfresh LimitedWe have audited the consolidated �nancial statements of Winfresh Limited (“�e Group”), which comprise the consolidated statement of �nancial position as at January 1, 2011 and the consolidated statements of comprehensive loss, changes in equity and cash �ows for the period then ended, and a summary of signi�cant accounting policies and other explanatory notes.

�e �nancial statements of the prior period were audited by another �rm of chartered accountants, which issued an unquali�ed opinion on September 29,2010.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these consolidated �nancial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated �nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the consolidated �nancial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. �ose standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated �nancial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the �nancial statements. �e procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the �nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’spreparation and fair presentation of the �nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e�ectiveness 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 presentation of the �nancial statements.

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

OpinionIn our opinion, the consolidated �nancial statements present fairly, in all material respects, the consolidated �nancial position of the Group as at January 1, 2011, and its consolidated �nancial performance and its consolidated cash �ows for the period then ended in accordance with International Financial Reporting Standards.

KPMG Eastern CaribbeanNovember 8,2011

Castries, Saint LuciaKPMG Eastern Caribbean, a partnership registered in Anguilla, Antigua & Barbuda. St. Lucia and St. Vincent and the Grenadines, and a member �rm of the KPMG network of independent member �rms a�liated with KPMG International Cooperative (“KPMG International”), a Swiss entity

Frank V. MyersCleveland S. Sea forthClaudel V. V. Romney

Brian A. GlasgowReuben M. John

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WINFRESH LIMITED January 1, 2011 (Expressed in Eastern Caribbean Dollars)

Consolidated Statement of Financial Position

The notes on pages 6 to 33 are an integral part of these consolidated financial statements. 2

WINFRESH LIMITEDConsolidated Statement of Financial PositionJanuary 1, 2011(Expressed in Eastern Caribbean Dollars)

January 1,2011

January 2, 2010

NotesAssetsCurrent AssetsCash and cash equivalents 6 $ 13,634,661 19,805,777Held-to-maturity financial assets 7 1,194,305 1,184,919Trade and other receivables 8, 9 22,650,056 29,988,247Inventories 8,083,852 12,936,103Due from related parties 10 5,890,547 5,790,183Deferred tax assets 18 246,969 256,179Total current assets 51,700,390 69,961,408Non-Current AssetsDue from related parties 10 904,080 890,307Other receivables 11 904,377 -Intangible assets 12 2,566,311 -Property, plant and equipment 13 34,987,304 29,774,475Investments in joint ventures and associates 14 54,239,162 100,994,537Investment property 15 2,936,329 -Total non-current assets 96,537,563 131,659,319Total Assets $ 148,237,953 201,620,727

LiabilitiesCurrent LiabilitiesBank overdraft 6 $ 2,087,419 1,636,338Trade and other payables 16 21,130,617 29,116,484Income tax payable - 213,938Total current liabilities 23,218,036 30,996,760

Non-Current LiabilitiesLoans and borrowings 17 6,341,100 -Total Liabilities 29,559,136 30,966,760

EquityShare capital 19 20,000,000 20,000,000Contributed capital and reserves 303,217 336,908Currency translation reserve (11,756,710 ) (8,107,077 )Retained earnings 108,515,761 158,424,136

117,062,268 170,653,967Non-controlling interest 22 1,616,549 -Total Equity 118,678,817 170,653,967Total Liabilities and Equity $ 148,237,953 201,620,727

These financial statements were approved by the Board of Directors on November 8, 2011 and were signed on its behalf by:

Director Director�e noted on pages 16 to 43 are an integral part of these consolidated �nancial statements.

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Consolidated Statement of Comprehensive Loss


WINFRESH LIMITEDConsolidated Statement of Comprehensive LossFor the year ended January 1, 2011

(Expressed in Eastern Caribbean Dollars)January 1,

2011January 2,

2010Notes

Banana trading income $ 242,500,372 270,508,073Cost of goods sold (233,755,709 ) (252,436,494 )Profit from banana trading 8,744,663 18,071,579Distribution and selling (9,618,528 ) (11,848,298 )Administrative and general expenses (20,614,896 ) (14,381,888 )

(21,488,761 ) (8,158,607 )Other (losses)/gains 20 (29,350,115 ) 4,432,857Other income 21 5,798,892 13,075,516(Loss)/profit before share of profit in joint ventures, associates and income tax (45,039,984 ) 9,349,766Share profit in joint ventures and associates 775,184 1,930,486(Loss)/profit before income tax (44,264,800 ) 11,280,252Income tax expense (527,932 ) (82,718 )

(Loss)/profit for the year $ (44,792,732 ) 11,197,534

(Loss)/profit after taxation attributable to:Owners of the company $ (44,659,281 ) 11,197,534Non-controlling interest (133,451 ) -

(Loss)/profit for the year (44,792,732 ) 11,197,534

Other comprehensive incomeCurrency movement for the year (3,649,633 ) 12,095,466

(48,442,365 ) 23,293,000Actuarial losses on defined benefit pension plans (5,288,385 ) -

Total comprehensive (loss)/profit for the year $ (53,730,750 ) 23,293,000

Total comprehensive (loss)/profit attributable to:Owners of the company $ (53,597,299 ) 23,293,000Non-controlling interest 22 (133,451 ) -

$ (53,730,750 ) 23,293,000

�e noted on pages 16 to 43 are an integral part of these consolidated �nancial statements.

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Consolidated Statement of Changes in Equity


WINFRESH LIMITEDConsolidated Statement of Changes in EquityFor the year ended January 1, 2011(Expressed in Eastern Caribbean Dollars)

Share CapitalContributed

Capital

Currency translation

ReservesRetained Earnings Total

At December 28, 2008 $ 20,000,000 363,486 (20,202,543 ) 147,205,624 147,366,567

Total comprehensive income:Profit for the year - - - 11,197,534 11,197,534Other income:Currency translation movements - - 12,095,466 - 12,095,466

Total comprehensive income - - 12,095,466 11,197,534 23,293,000Amortisation of contributed capital - (26,578 ) - 26,578 -

At January 2, 2010 20,000,000 336,908 (8,107,077 ) 158,429,736 170,659,567

At January 3, 2010 20,000,000 336,908 (8,107,077 ) 158,429,736 170,659,567

Total comprehensive income: Loss for the year - - - (49,947,666 ) (49,947,666 )

Other comprehensive income:Currency translation movements - - (3,649,633 ) - (3,649,633 )

Total comprehensive income - - (3,649,633 ) (49,947,666 ) (53,597,299 )Amortisation of contributed capital - (33,691 ) - 33,691 -

At January 1, 2011 $ 20,000,000 303,217 (11,756,710 ) 108,515,761 117,062,268


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Consolidated Statement of Cash Flows


Decrease/(increase) in trade and other receivables 5,149,105 (4,505,814 )Decrease in inventories 5,654,602 2,188,939Decrease in amounts due from related parties 107,637 1,062,670(Decrease)/increase in payables (8,879,087 ) 10,168,512Net cash (used in)/ generated from operating activities (9,010,394 ) 7,869,280

Income tax paid (207,422 ) (272,452 )Interest paid (70,840 ) (17,407 )Net cash (used in)/from operating activities (9,288,656 ) 7,579,421

Cash flows from investing activitiesAcquisition of subsidiary, net of cash (957,726 ) -Payments to acquire intangible fixed assets (803,226 ) -Payments to acquire property, plant and equipment (6,242,646 ) (27,356,459 )Investments in joint ventures - (1,079,630 )Increase in other investments (9,386 ) -Interest received 155,612 37,341Dividends received 4,126,400 10,896,025Proceeds from disposal of property plant and equipment 56,331 91,166Net cash used in investing activities (3,674,641 ) (17,411,557 )

Cash flows from financing activitiesDividends paid - (2,000,000 )Loan repayment received from related party - 10,315,109New bank loan 6,341,100 -Net cash (used in)/generated from financing activities 6,341,100 8,315,109Net decrease in cash and cash equivalents (6,622,197 ) (1,517,027 )Cash and cash equivalents at the beginning of year 18,169,439 19,686,466Cash and cash equivalents at the end of year 6 $ 11,547,242 18,169,439

WINFRESH LIMITEDConsolidated Statement of Cash FlowsFor the year ended January 1, 2011(Expressed in Eastern Caribbean Dollars)

NotesJanuary 1,

2011January 2,

2010

Cash flows from operating activities(Loss)/profit for the year $ (44,264,800 ) 11,280,252Adjustments for:Depreciation 2,341,671 2,484,388Impairment of goodwill 800,000 -Unrealised exchange loss/(gain) 217,913 (1,878,616 )Gain on disposal of property, plant and equipment (220,768 ) (46,711 )Interest income (155,612 ) (75,237 )Share of profit in joint ventures and associates 14 (775,184 ) (1,930,485 )Provision for diminution in value of investments 14 35,769,219 -Discount on acquisition (699,530 ) -Dividend income (4,126,400 ) (10,896,025 )Finance costs 70,840 17,407Operating loss before working capital changes (11,042,651 ) (1,045,027 )


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Notes to Consolidated Financial Statements

WINFRESH LIMITED

Notes to Consolidated Financial Statements

January 1, 2011(Expressed In Eastern Caribbean Dollars)

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1. General Information

Incorporation

These consolidated financial statements include the financial statements of Winfresh Limited (the Company) and its subsidiary companies, Winfresh UK Limited, Winfruit Limited,Vincyfresh Limited (formerly Lauders Agro Processors Inc.) and Sunfresh Limited.

Winfresh Limited is a private company that was incorporated under the laws of Saint Lucia and continued under the 1996 Companies Act. The Company commenced trading effective January 1, 1995 with the takeover of the operations formally undertaken by Windward Islands Banana Growers’ Association (“WINBAN”).

Winfruit Limited is a private company incorporated in 2006. Vincyfresh Limited (formally Lauders Agro Processors Inc.) is a private company incorporated in 2010.

Winfresh (UK) Limited is a private company that was incorporated under the Companies Act 2006 of the United Kingdom and commenced operations in May 1994.

Winfruit Limited is a private company that was incorporated under Companies Act 2006 of the United Kingdom and commenced trading in December 2008.

Vincyfresh Limited was incorporated under the 1994 Companies Act of Saint Vincent and the Grenadines as Lauders Agro Processors Inc. and commenced trading in October 2007.

Sunfresh Limited, which was incorporated under 1996 Companies Act in Saint Lucia, has not yet commenced trading activity.

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

Principal activity

The principal activity of the Group is the importation, marketing and distribution of bananas and fresh produce.

Shareholdings

The shareholders of the Company are the Governments of the four Windward Islands: SaintLucia, Dominica, Saint Vincent and the Grenadines and Grenada and the Banana Grower Associations ("BGAs") of the four Windward Islands: St. Lucia Banana Corporation ("SLBC"), Dominica Banana Marketing Corporation ("DBMC"), St. Vincent Banana Growers' Association ("SVBGA") and the Grenada Banana Co-operative Society ("GBCS").

The Group’s financial year represents a 52 week period ended January 1, 2011 (January 2, 2010 – 53 weeks period ended January 2, 2010).

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WINFRESH LIMITED Notes to Consolidated Financial Statements (Continued)January 1, 2011 (Expressed in Eastern Caribbean Dollars)

WINFRESH LIMITED

Notes to Consolidated Financial Statements (Continued)


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2. Basis of Preparation

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

The consolidated financial statements as at and for the period ended January 1, 2011 were authorized for issue by the Board of Directors on November 8, 2011.

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

(c) Functional and presentation currencyItems included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The Group’s functional currencies include Eastern Caribbean dollars (EC$), and the UK pound (GBP). The consolidated financial statements are presented in Eastern Caribbean dollars (EC$), which is the Group’s presentation currency.

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

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

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

• Allowances for impairment losses Note 3

• Estimated useful lives of plant property and equipment Note 3

• Determination of fair values of financial assets Note 4

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2. Basis of Preparation (Cont’d)

(e) Standards and amendments effective and relevant to the GroupThe following standards and amendments to existing standards have been published and are mandatory for the Group’s accounting period beginning on or after January 3, 2010 or later periods and are relevant to the Group.

Effective from January 3, 2010

• IAS 1 Presentation of financial statements• IAS 7 Statement of assets• IAS 17 Leases• IAS 36 Impairment of assets• IAS 39 Financial statements – recognition and measurement• IFRS 2 Share based payments – group settled transactions• IFRS 5 Non-current assets

Effective from July 1, 2010

• IAS 27 Consolidated and separate financial statements• IFRS 3 Improvements to IFRSs

Effective from January 1, 2011

• IFRS 1 Improvements to IFRSs

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

3. Summary of significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been consistently applied by the Group entities unless otherwise stated.

Consolidation(a) Subsidiaries

Subsidiaries are all the entities over which the Group has power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed as at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at theacquisition date, irrespective of the extent of any minority interest.

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3. Summary of significant accounting policies (Cont’d)

Consolidation (cont’d)

(a) Subsidiaries (Cont’d)The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the consolidated statement of comprehensive income.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated but are considered an impairment indicator of the assets transferred. Accounting policies of subsidiaries are consistent with the policies adopted by the Group.

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

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

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

(c) Joint venturesA joint venture exists where the Group has a contractual arrangement with one or more parties to undertake activities typically, however not necessarily, through entities that are subject to joint control. The Group recognizes interest in a jointly controlled entity using the equity method. The Group’s share of the results of joint ventures is based on financial statements made up to date not earlier than three months before the reporting date. Intergroup gains on transactions are eliminated to the extent of the Group’s interest in the investee. Intergroup losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Non- controlling interestFor business combinations completed on or after January 3, 2010 the Group has the choice, on a business combination by business combination basis, to initially recognize any non-controlling interest in the acquiree at either acquisition date fair value or, as was required prior to January 3, 2010, at the non-controlling interest’s proportionate share of the acquiree’s net assets. The Group has not elected to take the option to use fair value in acquisitions completed to date.

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3. Summary of significant accounting policies (continued)

Non- controlling interest (cont’d) From January 3, 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of the amendment was not restated.

Cash and cash equivalentsCash and cash equivalents include cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.

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

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

Regular way purchases and sales of investments are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through the consolidated statement of comprehensive income, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investment have expired or where they have been transferred 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 less provision of impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount 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.

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

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Property, plant and equipmentLand and buildings comprise warehouses and offices. All assets are stated at historical cost less depreciation. 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, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial year in which they are incurred. Increases in the carrying amount arising onrevaluation of land and buildings are credited to other reserves in shareholders’ equity. Decreases that offset previous increases of the same asset are charged against the other reserves directly in equity; all other decreases are charged to the consolidated statement of comprehensive income. Each year, the difference between depreciation based on the revalued carrying amount of the asset charged to the consolidated statement of comprehensive income and depreciation based on the asset’s original cost is transferred from “other reserves” to “retained earnings”.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line and reducing balance method to allocate their costs or revalued amounts to their residual values over their estimated useful lives, as follows:

Buildings-(straight-line) 2%Plant and machinery- (straight –line) 15% - 20% Office furniture and equipment-(straight-line and reducing method) 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 balance sheet date.

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

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

Investment propertyInvestment property is property held either to earn rental income or for capital appreciation or

for both, but not for sale in the ordinary course of business, use in the production or supply ofgoods or services, or for administrative purposes. The Credit Union’s investment property isbeing held for long term capital appreciation and is recorded at cost.

When the use of a property changes such that it is reclassified as property, and equipment, itsfair value at the date of reclassification becomes its cost for subsequent accounting.

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Impairment of non-financial assetsAssets that have an indefinite useful life, for example land, are not subject to amortisation andare tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which 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 of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

BorrowingsBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently 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 the period of the borrowings using the effective interest method.Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement 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 arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit of loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax assets is realised or the deferred income liability is settled.Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not be reverse in the foreseeable future.

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

Dividend distributionA dividend distribution to a group company‘s shareholders is recognised as a liability in the Group’s consolidated financial statements in the period in which the dividends are approved by the company’s shareholders.

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

LeasesLeases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of comprehensiveincome on a straight-line basis over the period of the lease.

Employee benefits

Pension obligations

The subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pension scheme. The actuaries of the scheme have confirmed to the directors that the company is unable to identify its share of the underlying assets and liabilities of the scheme on a reasonable consistent basis. Accordingly, there is insufficient information for the scheme to be accounted using defined benefit accounting and so it is accounted for as if it were a defined contribution pension scheme.

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

The assets of the scheme are held in separate independently administered fund. The subsidiaries’ contributions are charged to the consolidated statement of comprehensive 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 and services in the ordinary course of the Company’s activities. Revenue is recognised as follows:(a) Banana trading

Banana trading income (including fees, recoveries, sales and commissions) is recognised upon delivery 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.

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Foreign currency transactions

(a) Transactions and balancesForeign currency transactions are translated into the functional currency using the exchangerates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year- end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss.

(b) Group companiesThe results and financial position of all the group’s entities that have a functional currency different from the presentational currency are translated into the presentational currency as follows:

(i) Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that balance.

(ii) Income and expenses for each statement of comprehensive income are translated at the average exchange rates for the financial period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the date of the transaction); 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 foreign operations and of borrowing are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the consolidated statement of comprehensive income as part of the gain or loss of sale.

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

4. Financial risk management

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and fair value risk), credit risk, liquidity risk and interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise the potential adverse effects on the Group's financial performance.

Risk management

The Directors are charged with the overall responsibility of establishing and monitoring the Group's risk management policies and processes. The Company's overall risk management policies and processes focuses on identifying, analysing and monitoring all potential risks such as foreign exchange risk, interest rate risk and credit risk that are faced by the Group. All treasury transactions are reported to and approved by the Directors.

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4. Financial risk management (Cont’d)

(a) Market risk

(i) Foreign exchange riskThe Group trades internationally and is exposed to foreign exchange rate risk from various currency exposures, primarily with respect to the US dollar and Sterling/UK pound. The exchange rate of the Eastern Caribbean dollar (EC$) to the United States dollar (US$) has been formally pegged at EC$2.70 = US$1.00 since July 1976. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities re nominated in a currency that is not the entity functional currency.

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

The following table summarizes the Company's exposure to foreign currency exchange rate risk at January 1, 2011.

EC US STG Euro Total At January 1, 2011

Financial assets

Cash and cash equivalents $ 136,718 4,478,356 8,868,517 151,070 13,634,661Investments: Loans and receivables 1,194,305 - - - 1,194,305Trade and other receivables 3,523,143 990,408 19,040,882 - 23,554,433Due from related parties 6,794,627 - - - 6,794,627Total financial assets 11,648,793 5,468,764 27,909,399 151,070 45,178,026

Financial liabilitiesBank overdraft and borrowings 2,087,419 - 6,341,100 - 8,428,519Trade and other payables 3,521,866 4,771,211 12,837,540 - 21,130,617

Total financial liabilities 5,609,285 4,771,211 19,178,640 - 29,559,136Net balance sheet financial Position $ 6,039,508 697,553 8,730,759 151,070 15,618,890

At January 2, 2010Total financial assets $ 9,987,839 5,869,265 40,853,207 58,815 56,769,126Total financial liabilities (3,627,273) (11,861,413) (15,264,136) (55,645) (30,808,467)Net balance sheet financial Position $ 6,360,566 (5,992,148) 25,589,071 3.170 25,960,659

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(a) Market risk (cont’d)

(i) Foreign exchange risk (cont’d)At January 1, 2011 if the EC$ had weakened/strengthened by 10% against the GBP with other variables held constant, post tax loss/profit for the year would have been $873,076 (January 2, 2010 - $2,558,907) lower, mainly as a result of foreign exchange gains / losses on translation of GBP 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 value interest rate risk. The Group has determined that the value interest rate risk was not significant at the balance sheet date.

(b) Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, investments classified as loans and receivables, trade and other receivables, due from related parties and committed transactions.

The Group manages its exposure to this risk by applying contractual terms that have been approved by the Directors to the amount of credit exposure to any one counterparty. It also employs strict minimum credit worthiness criteria as to the choice of counterparty, thereby ensuring that there is significant concentration on credit risk.

The Group assesses the credit quality of customers on a case by case basis taking into account their financial position, past experience and other factors. Management does not set individual credit limits. If customers are independently rated, these ratings are used. If there is no independent rating, management assesses the credit quality of the customer, taking into account their financial position, past experience and other factors.

The amount of the Group's maximum exposure to credit risk is indicated by the carrying amount of its financial assets at the balance sheet date. Management does not foresee any losses from non-performance by these counterparties as at January 1, 2011 and January 2, 2010.

The credit quality of the financial assets that are neither past due nor impaired (fully performing) can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. The independent ratings are based on publicly available ratings supplied by Standard & Poor, CRIF Decision Solutions Limited and Fitch Ratings Limited.

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(b) Credit risk (cont’d)

Cash and cash equivalents

Bank RatingsJanuary 1,

2011 RatingsJanuary 2,

2010

Bank 1 BB $ 475,874 A- to A-2 1,718,276Bank 2 AA- 3,843,565 AA- to A-1+ 8,060,741Bank 3 A 8,855,541 A 8,625,221Bank 4 A 182,493 A to A-1 1,096,664Bank 5 AA 87,748 -

Unrated 181,176 Unrated 301,787$ 13,626,397 19,802,689

The rest of the item cash and cash equivalents in the statement of financial position comprises cash on hand.

Trade receivables – neither past due nor impaired

Customers RatingsJanuary 1,

2011 RatingsJanuary 2,

2010

1 A-3 $ 7,599,364 A- 3 11,061,9062 B 2,410,299 B 2,731,5963 N/A Unrated 2,644,4483 A- 892,734 N/A

10,902,397 16,437,950Unrated 3,048,622 Unrated 4,588,561

$ 13,951,019 21,026,511

January 1, 2011

January 2, 2010

Counterparties without external credit ratings:

New customers less than 6 months $ - 266,400Existing customers more than 6 months no defaults in the past 3,048,622 6,966,609Existing customers more than 6 months with defaults in the past - -

$ 3,048,622 7,233,009

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(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the ability of funding through an adequate amount of committed credit facilities. Bank overdrafts and trade and other payables are due within twelve (12) months based on the remaining period at the balance sheet date to the contractual maturity date. The contractual undiscounted cash flows of the bank overdrafts and trade payables approximate the carrying amounts at the balance sheet date as the impact of discounting is not significant.

(d) Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to 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 dividends paid to shareholders, or a 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, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Property, plant and equipmentThe fair value of property, plant, and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had acted knowledgeably. The fair value of items of plant, equipment, fixtures, and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and replacement cost when appropriate. Depreciated replacement cost estimates reflect adjustments for physical 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 the separately identifiable assets of the subsidiary company that was acquired during the year. In future periods, goodwill be assessed for impairment.

Trade and other ReceivablesThe fair values of trade and other receivables approximate their carrying amounts due to the short term nature of the related transactions.

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

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5. Determination of fair values (Cont’d)

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

6. Cash and Cash Equivalents

Cash and cash equivalents comprise:January 1,

2011January 2,

2010

Cash at bank and on hand $ 13,634,661 19,805,777

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

January 1, 2011

January 2, 2010

Cash at bank and on hand $ 13,634,661 19,805,777Bank overdrafts (2,087,419) (1,636,338)

$ (11,547,242) 18,169,439

7. Held-to-maturity financial assetsJanuary 1,

2011January 2,

2010

Debt security at amortised cost $ 1,194,305 1,184,919

Held-to-maturity financial assets comprise term deposits with banks. The weighted average effective interest rate on term deposits is 3% and 3.25% (January 2, 2010 - 3% and 3.25%) per annum. Term deposits mature within one year.

8. Trade and other receivables January 1,

2011January 2,

2010

Trade receivables $ 19,214,484 27,715,269Less: provision for impairment of trade receivables (639,252) (854,543)Trade receivables, net 18,575,232 26,860,726Other receivables 2,718,460 3,033,298Prepayments 1,356,364 94,223

$ 22,650,056 29,988,247

Included in trade and other receivables are amounts totalling $Nil (January 2, 2010 -$1,072,042) due from related parties. No impairment has been recognised in respect of these balances.

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8. Trade and other receivables (cont’d)

The credit quality of trade and other receivables is summarised as follows:

January 1, 2011

January 2, 2010

Neither past due nor impaired $ 13,951,019 21,026,511

Past due but not impaired 4,624,213 5,834,215Impaired 639,252 854,543Gross $ 19,214,484 27,715,269

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

January 1, 2011

January 2, 2010

Up to 1 month $ 4,318,805 5,186,7641 to 2 months 113,408 168,402Over 2 months 192,000 479,049

$ 4,624,213 5,834,215

Trade receivables that are less than three months past due are not considered impaired. These relate to a number of independent customers for whom there is no recent history of default.

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

January 1, 2011

January 2, 2010

Over 2 months $ 639,252 854,543

The impaired receivables mainly relate to customers, who are in unexpectedly difficult economic positions. Management has reviewed the position and determined that a part of these receivables is expected 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 receivables mentioned above. The Group does not hold any collateral as security.

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9. Provision for impairment of trade receivables

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

January 1, 2011

January 2, 2010

At beginning of year $ 854,543 668,083Provisions during the year 480,311 186,460Write back of provisions during the year (695,602) -At end of year $ 639,252 854,543

The creation and release of the provision for impaired receivables has been included in general and administrative expenses in the consolidated statement of comprehensive income. Whenthere is no expectation of recovering additional cash, amounts charged to the allowance account are generally written off against trade receivables.

10. Related Party transactions and balances

The Group is related to four Banana Grower Associations (BGA’s) and the Governments of the Windward Islands (see Note 1) which together own 100% of the Company’s shares. The Group owns 50% of Windward Isles Banana Company Holdings (Jersey) Limited and 50% of Windward Isles Banana Company (UK) Limited.

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

January 1, 2011

January 2, 2010

Purchase of goods and services• Purchase of bananas from BGAs $ 59,389,036 88,070,546• Purchase of fresh produce - 517,549

Purchases from related parties were carried out on a commercial terms and conditions and at market prices.

January 1, 2011

January 2, 2010

Key management compensation:Salaries and other short-term b fi

$ 4,015,434 2,744,626

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10. Related Party transactions and balances (cont’d)

Year end balances arising from sales/purchases of good/services:

January 1, 2011

January 2, 2010

Due to related partiesCurrentSt. Lucia Banana Corporation $ 1,435,742 1,357,638Government of Saint Lucia 4,439,375 4,232,545Vincyfresh Limited (formerly Lauders Agro ProcessorsInc.) - 200,000National Properties Food City Inc 15,430 -

$ 5,890,547 5,790,183Non-currentGrenada Banana Cooperative Society $ 782,607 768,834Dominica Banana Marketing Corporation 121,473 121,473

$ 904,080 890,307

Balances with related parties are unsecured, non-interest bearing and have no fixed terms or repayment.During the previous financial year the company accepted an offer from the Government of Saint Lucia for the settlement of the amount due by way of transfer of land valued at $4,439,375. The transfer is still being negotiated at the balance sheet date.

Loans to joint venture

January 1, 2011

January 2, 2010

Loan to joint venture:

Windward Isles Banana Company Holdings(Jersey) LimitedAt beginning of year $ - 10,620,524Foreign exchange loss - (10,315,109)Fair value adjustment - (305,415)At end of year $ - -

Loans due from the joint venture are interest free, unsecured and have not specific repayment terms.

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January 1, 2011(Expressed in Thousands of Eastern Caribbean Dollars)

23

11. Other Receivables

Other receivables include an amount of $845,480 (January 2, 2010- $Nil) due to a subsidiary,which bears interest at LIBOR rate plus 3% per annum and is stated at its fair value as at the balance sheet date.

12. Intangible assets

Patents Goodwill Total

Cost As at January 2, 2010 - - -Additions $ 19,725 2,546,996 2,566,721As at January 1, 2011 19,725 2,546,996 2,566,721

AmortisationAs at January 2, 2010 - - -Charge for the year 410 - 410As at January 1, 2011 410 - 410

Carrying ValueBalance as at January 1, 2011 $ 19,315 2,546,996 2,566,311Balance as at January 2, 2010 $ - - -

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

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13. Property, plant and equipment

Leasehold improve-ments

Land and buildings

Plant and machinery

Office furniture and equipment

Computer equipment

Motor vehicles Total

CostBalance at December 28, 2008 $ 246,659 680,815 5,037,907 3,727,125 2,613,636 964,414 13,270,556Additions - 24,162,092 1,068,404 965,437 674,928 485,596 27,356,457Disposals - - (1) - (2,358) (42,096) (44,455)Currency translation adjustment 56,996 111,350 64,598 45,986 11,470 290,400Balance at January 2, 2010 246,659 24,899,903 6,217,660 4,757,160 3,332,192 1,419,384 40,872,958

Balance at January 2, 2010 246,659 24,899,903 6,217,660 4,757,160 3,332,192 1,419,384 40,872,958Additions - 1,808,850 6,120,026 288,566 237,262 441,064 8,895,768Disposals (15,641) - (11,349) - - (14,928) (41,918)Transfers (224,141) 118,717 5,100 99,324 - - -Currency translation adjustment - (607,036) (48,873) (34,889) (25,462) (8,540) (724,800)Balance at January 1, 2011 6,877 26,220,434 12,282,564 5,110,161 3,543,992 1,836,980 49,002,008

Accumulated depreciationBalance at December 28, 2008 (2,944) (98,938) (3,253,066) (2,738,470) (1,751,897) (768,780) (8,614,095)Charge for the year (4,933) (268,920) (900,700) (617,694) (497,052) (195,089) (2,484,388)Balance at January 2, 2010 (7,877) (367,858) (4,153,766) (3,356,164) (2,248,949) (963,869) (11,098,483)

Balance at January 2, 2010 (7,877) (367,858) (4,153,766) (3,356,164) (2,248,949) (963,869) (11,098,483)Charge for the year - (408,404) (982,606) (526,250) (488,438) (287,382) (2,693,080)Adjustment - (118,717) (5,100) (99,324) - - (223,141)Balance at January 1, 2011 (7,877) (894,979) (5,141,472) (3,981,738) (2,737,387) (1,251,251) (14,014,704)

Net book value at January 1, 2011 $ (1,000) 25,325,455 7,141,092 1,128,423 806,605 585,729 34,987,304Net book value at January 2, 2010 $ 238,782 24,532,045 2,063,894 1,400,996 1,083,243 455,515 29,774,475Net book value at December 28, 2008 $ 243,715 581,877 1,784,841 988,655 861,739 195,634 4,656,461

14. Investments in joint ventures and associatesJanuary 1,

2011January 2,

2010

At the beginning of year $ 100,994,537 89,127,690Additions during the year - 1,075,270Associate becoming a subsidiary during the year (2,579,364) -Share of profit in joint ventures and associates 775,184 1,930,485Share of tax in joint ventures and associates (526,540) -Share of actual losses (5,288,385) -Dividends - (10,896,205 )Currency translation adjustment (3,367,051) 19,757,297Provision of diminution in value (35,769,219) -

$ 54,239,162 100,994,537

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14. Investments in joint ventures and associates (Cont’d)

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

Assets Liabilities Revenues

2011Windward Isles Banana Company Holdings (Jersey) Limited $ 31,392,672 1,025,145 -Windward Isles Banana Company (UK) Limited 99,072,552 65,175,940 99,369,825Vincyfresh Limited (formerly Lauders Agro Processors Inc.) $ N/A N/A N/A

2010

Windward Isles Banana Company Holding (Jersey) Limited $ 36,850,230 36,174,399 1,932,365Windward Isles Banana Company (UK) Limited 106,761,677 3,360,744 105,075,675Vincyfresh Limited (formerly Lauders Agro Processors Inc.) $ 1,619,719 316,717 324,432

Windward Isles Banana Company (UK) Limited (WIBUK) and Windward Isles BananaCompany Holdings (Jersey) Limited (WIBJ) are incorporated in the United Kingdom and Jersey respectively, on a 50% joint-venture basis with Fyffes Plc for the acquisition of the banana operating division of the Geest Group of Companies.

From December 2010, Vincyfresh Limited (formally Lauders Agro Processors Inc.) became 60% subsidiary of Winfresh Limited (Note 29). The principal activity of Vincyfresh Limited (formally Lauders Agro Processors Inc.) is the processing and exporting of fresh produce.

From August 2010, Winfruit Limited became a 75% subsidiary of Winfresh (UK) Limited (Note 29). The principal activity of Winfruit Limited is that of the manufacture and production of a range of non-dairy freezer fruit desserts and the reason for this acquisition was to diversify the Group’s core trading activities.

15. Investment property

On December 31, 2010, Vincyfresh Limited, one of the group companies, purchased a property in Diamond, St. Vincent for $2,936,329. Subsequent to the end of the period, the property was used as the consideration for an investment in a newly incorporated company.

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16. Trade and other payablesJanuary 1,

2011January 2,

2010

Trade payables $ 10,966,076 18,858,287

Other payables 3,288,870 10,136,084Accrued expenses 6,875,671 122,113

$ 21,130,617 29,116,484

Included in trade and other payables are balances due to related parties of $2,113,700 (January 2, 2010 - $9,601,866)

17. Loans and borrowingsJanuary 1,

2011January 2,

2010

Bank loans $ 6,341,100 -

Analysis of loansWholly repayable within five $ 6,341,100 6,341,100

Loan maturity analysisIn more than two years but not more than five years $ 6,341,100 6,341,100

This comprises a bank loan to a subsidiary company which is secured by way of a debenture over the Group’s long leasehold property and improvements, and a guarantee by the ultimate parent company.

18. Deferred income tax asset

Deferred income taxes are calculated in full on temporary differences under the liability method using a principal tax rate of 28% (January 2, 2010 - 28%). The movement on the tax (asset) account is as follows:

January 1, 2011

January 2, 2010

At beginning of year $ 256,179 116,034Amount (charged)/written back to consolidated statement of income (1,392 ) 125,086Exchange difference (7,818 ) 15,059At end of year $ 246,969 256,179

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

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19. Share capitalJanuary 1,

2011January 2,

2010

Authorized:Unlimited ordinary shares Unlimited 5% non-cumulative preference shares

Subscribed:500 ordinary shares

di h$ 5,000,000 5,000,000

1,500 - 5% non-cumulative preference shares 15,000,000 15,000,000$ 20,000,000 20,000,000

20. Other (losses)/gains, net

January 1, 2011

January 1, 2010

Foreign exchange gains/(losses)- Unrealised (losses)/gains on translation of balances $ (614,936 ) 1,878,616- Realised losses on transactions 6,113,742 2,507,530Gain on disposal of property, plant and equipment 220,768 46,711Provision for diminution in value of fixed asset investment (35,769,219 ) -Discount on acquisition 699,530 -

$ (29,350,115 ) 4,432,857

21. Other IncomeJanuary 1,

2011January 2,

2010

Agency fees and commissions $ 51,326 50,456Dividend income 4,126,400 10,896,025Interest income 84,772 74,625Miscellaneous income 1,536,394 2,054,410

$ 5,798,892 13,075,516

22. Non-controlling interestJanuary 1,

2011January 2,

2010

Minority share of loss for the year $ (133,451 ) -Minority share of equity in Sunfruit Limited 1,750,000 -

$ 1,616,549 -

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23. Expenses by nature

Notes

January 1, 2011

January 2, 2010

Advertising and publicity $ 27,372 81,456Audit fees 218,276 291,760Bad debt expenses 974,759 723,069Bank charges 240,081 78,563Communication 425,731 438,555Depreciation and amortisation 2,341,671 2,484,388Direct costs 243,374,237 254,526,236Directors’ fees 1,314,348 1,320,376Impairment of goodwill 800,000 -Information technology support costs 380,170 -Insurance 122,046 223,518Legal and professional fees 1,114,602 1,082,334Light and heat 160,336 833,705Other expenses 288,800 304,685Printing, postage and stationery 88,658 233,943Rent and service charges 723,819 595,388Repairs and renewals 188,716 1,840,947Salaries and wages 24 9,847,482 11,938,401Security 93,013 226,851Subscriptions and donations 83,103 19,981Subsistence 138,035 252,008Telephone 217,386 216,924Travel and entertaining 763,990 923,076Vehicle expenses 62,502 30,516Total cost of goods sold, administrative and general expenses $ 263,989,133 278,666,680

Cost of goods sold $ 233,755,709 252,436,494Distribution and selling 9,618,528 11,848,298Administrative and general expenses 20,614,896 14,381,888Total cost of goods sold, administrative and general expenses $ 263,989,133 278,666,680

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24. Employee benefit expensesJanuary 1,

2011January 2,

2010

Salaries and wages $ 8,393,110 10,346,290Social security costs 804,221 836,193Other staff costs 650,151 755,918

$ 9,847,482 11,938,401

25. Income tax expense

January 1,2011

January 2, 2010

Current tax $ - 207,804Share of joint venture tax 526,540 -Deferred tax charge 1,392 (125,086 )

Current tax charge $ 527,932 82,718

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

(Loss)/profit before income tax $ (44,264,800 ) 11,280,252

Tax calculated at standard rate 30% $ (13,279,440 ) 3,384,076Tax effect of consolidation adjustment 13,176,385 (2,688,014 )Exempt profit 99,458 (570,962 )Expenses not deductible for tax purposes 479,852 9,882Deferred tax not recognised 1,392 (13,340 )Other tax adjustments 50,285 (38,924 )

$ 527,932 82,718

26. Pension costs

The subsidiary company, Winfresh (UK) Limited, is party to a multi-employer defined benefit pension scheme and the scheme’s actuaries have confirmed to the directors that they will be unable to supply the trustees of the pension scheme with any allocation of the pension scheme’s assets and liabilities between the pension scheme’s participating employers on a reasonablyconsistent basis. Consequently, in accordance with International Accounting Standard No. 19 (IAS 19) the scheme has been accounted for as if it were a defined contribution pension scheme.

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27. Pension costs (Cont’d)

The constitution of the scheme requires a triennial valuation to be performed by an independent actuary and the last such valuation was performed at December 21, 2009. As part of this valuation the trustees has previously produced a Statement of Funding Principles (SFP) in April2008, which sets out the trustees’ policy for ensuring that the scheme’s statutory funding objective is met. The valuation performed at December 31, 2009 revealed that, on SFP basis, there was a funding deficit of $20,215,000 in the scheme at that date (previous triennialvaluation at December 31, 2006 disclosed a funding deficit of $15,269,000 at that date when restated to the SFP basis). In each case the funding level was less than the 90% required by the minimum funding requirements rules. A supplementary IAS 19 report prepared by the independent actuaries at December 31, 2010 estimates that the pension scheme deficit atDecember 31, 2010 stated on a consistent basis but now also taking into account that effect of IFRS Interpretations Committee Update 14 (IFRIC 14) was $14,771,000. As before, the funding was less than the 90% required by the minimum funding requirements rules.

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

The assets of the scheme are held from those of the subsidiary company in an independentlyadministered fund. The pension cost charge in the consolidated statement of comprehensive income represents contributions payable by the subsidiary company to the fund for the period amounted to $375,537 (period to January 02, 2010 - $383,248). Contributions totalling $33,794 (at January 02, 2010 - $39,497) were payable to the fund at the reporting date and are included in other payables.

28. Commitments

The Group has entered into an arrangement with its subsidiary, Winfresh (UK) Limited, whereby it has been agreed that in the event of a disposal of the subsidiary company’s investment in the joint venture, Windward Isles Banana Company (UK) Limited, Winfresh Limited will purchase the investment for a consideration at least equal to its cost value of $63,665,832. The subsidiary company’s share of the net assets in the joint venture at the balance sheet date was $27,897,000 (January 2, 2010 - $33,661,000).

29. Guarantees

The subsidiary company, Winfresh (UK) Limited, has provided payment guarantee to the UK tax authority, HM Revenue & Customs. At the reporting date, the maximum amount under this guarantee totalled $1,056,850 (January 2, 2010 - $1,090,050).

30. Contingent liabilities

30.1 The Group is contingently liable in respect of disputed liabilities that may be due under the banana contract sales agreement with the banana companies. These amounts are currently being negotiated and the full amount of the liability, if any, cannot be determined at the

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30. Contingent liabilities (cont’d)

30.1 (Continued)reporting date. Resolution of these disputed liabilities is expected to result in charges/write backs to the statement of comprehensive income in the period in which this occurs.

30.2 The Group has entered into a recovery plan designed to restore the minimum funding level of the defined benefit pension scheme referred to in Note 25, of which it is one of the participating employers, by the way of a schedule of revised employer contributions. Because the assets and liabilities of the scheme are not segregated, the group’s liability cannot as yet be accurately determined.

30.3 The Group has been in discussion with the tax authorities in Saint Lucia regarding tax exempt status from inception. Because of the strong likelihood that tax exempt status will be granted, income tax liabilities in respect of the group parent company has not been reflected in these financial statements.

31. Acquisition during the year

(1) Winfruit Limited

On August 3, 2010 the subsidiary company, Winfresh (UK) Limited, acquired shares in Winfruit Limited and increased its shareholding in this company from 33.33% to 75.00%. Accordingly, Winfruit Limited became a subsidiary undertaking of Winfresh (UK) Limited from that date. Further details are given in note 13.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

Book value Adjustments Fair value

Patent rights and trademarks $ 16,250 - 16,250Property, plant and equipment 78,858 - 78,858Inventories 15,168 - 15,168Trade and other receivables 132,964 - 132,964Cash 30,260 - 30,260Trade and other receivables (491,199) - (491,199 )Total net liabilities $ (217,699) - (217,699 )

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31. Acquisition during the year (Cont’d)

(1) Winfruit Limited (Cont’d)

Cash $ 845,480Capitalisation of loan account 1,479,590Nominal value of shares acquired 4,227Total consideration 2,329,297

Goodwill on acquisition (Note 12) $ 2,546,996

The main factors leading to the recognition of goodwill were the Group’s desire to assume control of Winfruit Limited’s manufacturing processes and the perceived commercial value and viability of products that are being developed by that company. The operations of Winfruit Limited were still in a product development stage at the reporting date. However, based on their assessment of the retail freezer fruit dessert market, foreseen sales and feedback from variousproduct trials which the company has undertaken, the Directors are confident that, within the foreseeable future, being a period of twelve months from the date of approval of these consolidated financial statements, Winfresh will begin profitable trading operations. Consequently, the Directors do not consider that any provision for impairment of goodwill is required at the balance sheet date.

Since the acquisition date, Winfresh Limited has contributed $3,464 to Group revenues and has reduced Group profit by $300,308. If the acquisition had occurred on January 3, 2010, Grouprevenue would have been increased by $12,073 and Group profit would have been reduced by $1,047,104.

(2) Vincyfresh Limited (formally Lauders Agro Processors Inc.)

On December 7, 2010 the parent company, Winfresh Limited, acquired shares in Vincyfresh Limited (formerly Lauders Agro Processors Inc.) and increased its shareholding in this company from 40.00% to 60.00%. Accordingly, Vincyfresh Limited (formerly Lauders Agro Processors Inc.) became a subsidiary undertaking of Winfresh Limited from that date. Further details are given at note 13.

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31. Acquisition during the year (Cont’d)

(2) Vincyfresh Limited (formally Lauders Agro Processors Inc.) (Cont’d)

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and discount are as follows:

Book value$

Adjustments$

Fair value$

Property, plant and equipment $ 1,999,549 - 1,999,549Inventories 52,431 - 52,431Trade and other receivables 529,175 - 529,175Cash 74,397 - 74,397Other investment 2,936,329 - 2,936,329Trade and other receivables (92,351) - (92,351 )Total net liabilities $ 5,499,530 - 5,499,530

Total cash consideration $ 4,800,000

Discount on acquisition (Note 20) $ 699,530

Since the acquisition date, Vincyfresh Limited (formerly Lauders Agro Processors Inc.) has contributed $20,686 to Group revenues and has reduced Group profit by $55,927. If the acquisition had occurred on January 3, 2010, the Group revenue would have been increased by $302,017 and Group profit would have been reduced by $816,540.

32. Post balance sheet events

During the subsequent financial period to the date of approval these consolidated financial statements, the Group has incurred $6,287,146 in respect of further improvements to its land and buildings

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1st Floor, M&C Building, Bridge Street,P.O. Box 115, Castries, Saint Lucia W.I.

Telephone: + 1 758 457 8600Fax: + 1 758 453 1638

Annual Report 2010

winfresh annual report 2010

Documents

challenges of diversification

diversificationannual