winfresh annual report 2012

Delivering wholesomeness value quality for healthy growth

THE WINFRESH GROUP

MISSION STATEMENT

SHAREHOLDERS

the winfresh group consists of the parent company, winfresh limited, together with the following subsidiary undertakings and associated companies:

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.

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.

SubSidiary CompanieS

aSSoCiated Company

winfresh (uK) limited

winfruit ltd (subsidiary company of winfresh (uK) limited)

windward isles Banana Company (uK) ltd (associated company of winfresh [uK] limited)

vincyfresh limited

sunfresh limited

windward isles Banana Company holdings (Jersey) limited

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Group direCtorS

Group eXeCutiVeS

reGiStered addreSSeS

buSineSS addreSSeS

auditorS

banKerS

SoLiCitorS

montgomery Daniel - ChairmanCecil ryan vanoulst Jno CharlesDeles warringtonJames fletchereustace vitalis ferron lowegemma Bain-thomasBernard Cornibert (winfresh uK only)martina edwin (winfresh uK only)

Bernard Cornibert Chief executive

martina edwin Company secretary

roy hugh sales & marketing Director

Phil Collins Procurement Director

ashley James operations Director and acting finance Director

errol reid technical 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 | londonw1s 4aP | united Kingdom

Winfreshagricultural Complex | odsan | P o Box 115Castries | saint lucia witelephone +1 758 457-8600fax +1 758 453-1638 Winfresh uKHigh 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

price bailey LLp3rd floor | 24 old Bond street | londonw1s 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

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cHAIRMAN’Sstatementi am pleased to report on the performance of the winfresh group for the year ended December 2011. while i am encouraged by the improvement in performance and results relative to the previous year’s, i remain very much aware that the group has fallen short of its performance target for this reporting year. equally, however, we have to recognise the many challenges facing the group as a whole and the hurdles it has been striving to overcome, both with its core business or principal activities and as well as with those of its constituent members.

the full impact of the damages caused by tropical storm tomas, in october 2010, was felt in 2011, the period on which we are reporting. the group was affected not just by the loss of supplies from crop damages but also by significant damages to plant and machinery, which severely disrupted production and sales for almost the whole of 2011.

the problems were exacerbated by the outbreak of Black sigatoka disease in the banana crops in the main banana producing regions of the windward islands. not only did this affect supplies to the group but its negative impact on product quality had an even greater financial impact on the Group.

it is against this truly awful backdrop that the seemingly poor performance of the group, in this reporting period, must be assessed. however, notwithstanding those dreadful circumstances, we must now put those behind us and forge ahead with the group’s plans towards full diversification. We cannot afford to rest on our laurels—we have to identify the areas of weaknesses within the group and to deal with them decisively. we are in a race with time and it is one the group cannot afford to lose.

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the group has already started rolling out its new range of products. it will continue to do so slowly in the weeks or months ahead and it will accelerate the process leading up to 2013. we should all be excited by this, not just because of the prospects for growth for the group but particularly because of the backward linkages this will create with agriculture and the role the Group will play in leading agricultural diversification, processing and marketing in the sub-region.

Despite the difficulties and setbacks of the past, we remain confident that the Group is on the right path and hopeful of its success in attaining sustainable growth for the benefit of all of its stakeholders. we ask you to join the winfresh group on its journey and hope that you will share in the benefits of its success.

montgomery danielCHairman

BOARD OF DIREcTORSFirst row From the leFt: montGomery danieL, CHairman (st vinCent & the grenaDines) |

VanouLSt Jno CHarLeS, direCtor (DominiCa) | Ferron LoWe, direCtor (grenaDa) | CeCiL ryan, direCtor (st vinCent & the grenaDines) |

second row From the leFt: euStaCe VitaLiS, direCtor (st luCia) | deLeS WarrinGton, direCtor (DominiCa) | Gemma bain-tHomaS, direCtor (grenaDa)

not PhotoGrAPhed: JameS FLetCHer, direCtor (st luCia) | renWiCK roSe, direCtor (st vinCent & the grenaDines)


DIREcTOR’SrePortThe 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.

montgomery Daniel - ChairmanCecil ryan vanoulst Jno CharlesDeles warringtonPeter JosieCosmos richardson ferron lowegemma Bain-thomasBernard Cornibert—winfresh uK onlymartina edwin—winfresh uK only

the group’s results for the period are set out in the statement of comprehensive income on pages 18 and 19. the result after taxation was a loss of $13,047,252, compared to a loss of $53,730,750 in the previous year, of which $10,794,480 was attributable to the owners of the company, against $53,597,299 for previous year.

the group’s consolidated earnings before interest and taxation from operations on its core principal activities was a loss of $16,909,424 (compared to a loss of $45,039,984 for the previous year). however, the group’s loss, after taxation, was reduced to $10,214,295 (compared to loss of $44,792,732 for the previous year) from the $8,594,215 share of profit ($775,184 in the previous year) from the associated joint venture companies.

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

direCtorS WHo SerVed durinG tHe year

reSuLtS and diVidendS

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the group organises the sale of fresh produce in the united Kingdom under the winfresh brand name. the principal produce traded by the group hitherto has been bananas. Produce is sourced predominantly from the windward islands, but also from other Caribbean and south american 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 from other countries. in the case of bananas, these are ripened at the group’s specialised ripening facility at Stansted and, finally, distribution and sale to supermarket retailers and secondary wholesalers in the food markets.

in addition, the group has been involved in:

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

• Research and development into the production, marketing and distribution of non-dairy freezer fruit dessert

notwithstanding the uplift in overall performance during the year, the challenges with which the group has been faced in recent years have not abated. the competitive pressures in the retail sectors, exacerbated by the deepening crisis in the financial sectors, continued to keep market prices in check. however, the supply problems from the group’s principal sources in the Caribbean, which are largely responsible for the loss from operations, continued to be significant determinants of the group’s performance. hurricanes and crop diseases are major threats and risks to the group’s Caribbean supply base and so they remain a source of uncertainty for the year to year performance of the group.

total volume of bananas purchased from the windwards islands was 60.9% lower in the year under review than in the previous period. the main contributing factors were the damages to farms caused by tropical storm tomas in october of 2010 and outbreak of Black sigatoka disease just as production was recovering from the ravages of the tropical storm. the volume of bananas imported from the windward islands accounted for just 16.9 % of the group’s total purchase, compared to 38.6 % in the previous year.

operatinG and FinanCiaL reVieW: tHe buSineSS oF tHe Group

operatinG and FinanCiaL reVieW: buSineSS perFormanCe, prinCipaL riSKS and unCertaintieS

Gross profit from banana trading, before other direct costs for ripening and distribution, was $12,129,138 or 38.7% higher than in the previous trading year. however, total ripening and distribution cost was £3,475,266 or 36.1% higher than in the previous period, thereby completely offsetting any gains in profit before overhead charges. The increase in the ripening and handling costs, in particular, is attributed to the additional labour and materials costs incurred in the post-ripening processing of the bananas as a consequence of the disease and fruit condition problems originating from source, referred to above.

there was a 13.9% reduction in the total cost of goods in the year under review, from the previous period. the reduction was attributed to a 15.0% drop in throughput and volumes sales. the reduction in the total cost of goods (fruit) during the period suggested that average fruit cost was broadly in line with that of the previous period.

Fairtrade bananas remain a significant part of the Group’s product offer, with fairtrade accounting for more than 85% of its total banana volume sales in the period. therefore, the increases in the flo minimum foB prices of fairtrade bananas would inevitably have an impact on supply cost or cost of sales, notwithstanding the overall reduction in fruit cost.

the total value of sales for the year was down by 13.8% from the previous period. the drop was very much in line with the percentage reduction in the total cost of sales but marginally lower than the percentage reduction in fruit costs. this meant that average sales price was only marginally higher than in the previous period.

the deregulation of the eu banana market and progressing reduction of the import tariff have intensified the competitive pressures and challenges in the market. with the Caribbean still as its predominant supply base, the group continued to experience supply problems and disruption from those sources. the group remained exposed to the risks associated with the vulnerability of the Caribbean banana production to frequent short term weather and disease problems, thus making it more challenging for the group to face up to the competitive pressures of the market. there is not only the risk of short term supply shortages and the attendant problems but the additional, and often significant, costs associated with handling and dealing with problem fruit at the ripening facility.

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10 Delivering wholesomeness value quality for healthy growth

the group has put in place measures to deal with the short term disruptions in supplies from its Caribbean sources whether as a result of weather or disease problems and to mitigate losses. in particular, the group has established a comprehensive recording and accounting system that will enable it to recoup some of the losses arising from supply problems.

the business is also exposed to the risks and uncertainties associated with unpredictably in movements of energy costs and currency rates. the group has made all necessary and appropriate arrangements to reduce the exposure of the business to those and any other known risks and to mitigate potential losses.

the group continued to focus on costs reduction and improving operational efficiency to remain competitive and to deliver service and value to its customers. to that end, the group embarked on significant reorganisation of its Windward Islands operations with the aim of reducing overheads and administrative expenses. the result was a $4,335,864 (21.0%) reduction in overheads in the year under review compared to the previous year.

the group’s plans to introduce new products on the market were again pushed back while development work continued. the group recognized the risks and uncertainties associated with the introduction of new products onto the market and so have taken a cautious and systematic approach and followed all necessary and appropriate steps, including timing, to minimize the risk of failure.

Bananas still accounted for nearly 100% of the group’s total turnover in the period under review.

the group completed the expansion of the production facility at its stansted site. however, the plans to install new banana ripening chambers and to outfit one of the modules for food processing and manufacturing have been put on hold.

following the completion of the expansion of the stansted facility, the Group’s UK administration arm was moved to the new offices at Stansted. However, the anticipated efficiency savings in UK administration and overheads were not realised immediately because of relocation costs.

sunfresh resumed the production and sale of bottled water during the year following the damages to equipment and disruption in production caused by tropical storm tomas in october 2010.

however, the plant experienced some teething problems on restart and sales were slow on reintroduction into the market. the introduction of juice beverages had to be pushed back until all the initial issues were resolved. naturally, all of these have had a negative impact on the performance of sunfresh for year under review and its contribution to the group’s results.

vincyfresh has developed and produced an impressive range of processed food products but has not been able to raise the scale of production or to generate sales beyond the local market level. raw materials or input supplies have been a major factor for the setback but there are other operational problem that contributed to the continued sluggish performance, which contributed negatively to the group’s result in the year under review.

Future deVeLopmentS: obJeCtiVeS and StrateGy

the fairtrade labelling organisation (flo) has announced further increases in the minimum prices to be paid for fairtrade bananas. the new prices will come into effect in January 2012. it is a matter of relief to the group that the increase in the ex-works price of windward islands bananas was not the largest among the producer countries.

the group is keen to see a narrowing of the price gap between the windwards product and those of other supplying countries. the group have expressed concerns, in the past, at the hitherto widening gap between those prices, which essentially put the windwards product and the group at a competitive disadvantage in the market.

the group will take all measures necessary to address the issues affecting the performances of the subsidiary undertakings and to ensure that their contributions to the group, over time, are in line with the level of investment by the company in those enterprises. in particular, the group will:

a) launch its winfresh h2o brand of bottled water in 2012 in the oeCs markets;


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 2012/13.

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 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 worth of purchases compared to 20 days in the previous period.

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.

b) Refit the Sunfresh plant, as necessary, to produce juice and juice beverages from fresh fruit pulp, rather than from concentrates;

c) Refit the La Sagesse plant in Grenada to commence production of premium juices using fresh fruit pulp;d) Commence first stage fruit and food processing operations in Dominica;

e) ramp up production of the most promising of the range of products by vincyfresh;

f) embark on a comprehensive marketing campaign to promote and distribute the full range of winfresh branded products in the oeCs markets;

g) work closely with the ministries of agriculture in the windward islands to coordinate agricultural production planning to ensure regularity and adequacy of raw material supplies;

h) Contract farmers to produce and supply specific crops to ensure reliability of raw material supplies

the group will also advance its discussions with a third party manufacturer with a view to reaching agreement and concluding arrangements for manufacturing of its dairy-free freezer fruit dessert on a significant scale. In particular, the group will:

a) shelve its plans to manufacture the product at the stansted facility and avoid, at least for the time being, the capital investment in plant and equipment.

b) have manufacturing, distribution, sales and marketing arrangements in place by the autumn of 2012 and to formally launch the product in the retail trade in the spring of 2013.

c) Continue with its original plans to secure a listing with at least one of the major uK supermarket retailers with which to launch the product in the retail sector. this remains necessary in order to achieve the critical mass required for large scale production.

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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 Directors on 15 July 2012

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MANAGEMENT TEAM

From the leFt to riGht: bernard Cornibert, Chief eXeCutive | martina edWin, ComPany seCretary | aSHLey JameS, oPerations DireCtor anD aCting finanCe DireCtor | roy HuGH, sales & marKeting DireCtor |

pHiLip CoLLinS, ProCurement DireCtor | dr erroL reid, teChniCal DireCtor

G.Llewellyn Gill & Co.McVane DriveSans SoucisP.O.Box 546,Castries, St. Lucia.Telephone (758) 451-9251Facsimile (758) 451-9324Email [email protected]

31 JULY 2012

Independent AudItor’s report to tHe sHAreHoLders oF WInFresH LIMIted

report on the Financial statementsWe have audited the accompanying consolidated financial statements of Winfresh Limited which comprise the consolidated balance sheet as of December 31, 2011 and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accountingpolicies 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 makingthose risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation 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 presentation of 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 31, 2011 and of its financial performance and its cash flows for the year 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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Delivering wholesomeness value quality for healthy growth16

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS OF DECEMBER 31, 2011(Expressed in Easterb Caribbean Dollars)

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December 31 January 12011 2011

$ $Assets

Current assetsCash and cash equivalents (Note 6) 9,380,019 13,634,661 Held-to-maturity financial assets (Note 7) 1,233,120 1,194,305 Trade and other receivables (Note 8) 24,562,013 22,650,056 Inventories (Note 10) 7,953,475 8,083,852 Due from related parties (Note 11) 4,439,375 5,890,547 Deferred tax asset (Note 19) 524,415 246,969

48,092,417 51,700,390

Non-current assetsDue from related parties (Note 11) 976,008 904,080 Other receivables (Note 12) 930,756 904,377 Intangible fixed assets (Note 13) 2,534,606 2,566,311 Property, plant and equipment (Note 14) 47,300,729 34,987,304 Investments in joint ventures and associates (Note 15) 56,742,144 54,239,162 Other investments (Note 16) 2,936,329 2,936,329

Total assets 159,512,989 148,237,953

Liabilities

Current liabilitiesBank overdraft (Note 6) 2,797,074 2,087,419 Trade and other payables (Note 17) 21,650,693 21,130,617

24,447,767 23,218,036

Non-current liabilitiesLoans and borrowings (Note 18) 28,278,187 6,341,100

Total liabilities 52,725,954 29,559,136


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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)AS OF DECEMBER 31, 2011(Expressed in Easterb Caribbean Dollars)

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Equity $ $

Share capital (Note 20) 20,000,000 20,000,000 Contributed capital and reserves 272,895 303,217 Currency translation reserve (12,742,515) (11,756,710)Retained earnings 98,870,859 108,515,761

106,401,239 117,062,268 Non-controlling interest (Note 25) 385,796 1,616,549

Total equity 106,787,035 118,678,817

Total liabilities and shareholders' equity 159,512,989 148,237,953

Approved by the Board of Directors on 15 July 2012.

........................................ .....................................J L Fletcher E VitalisDirector Director

WINFRESH LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)AS OF DECEMBER 31, 2011(Expressed in Easterb Caribbean Dollars)

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Equity $ $

Share capital (Note 20) 20,000,000 20,000,000 Contributed capital and reserves 272,895 303,217 Currency translation reserve (12,742,515) (11,756,710)Retained earnings 98,870,859 108,515,761

106,401,239 117,062,268 Non-controlling interest (Note 25) 385,796 1,616,549

Total equity 106,787,035 118,678,817

Total liabilities and shareholders' equity 159,512,989 148,237,953

Approved by the Board of Directors on 15 July 2012.

........................................ .....................................J L Fletcher E VitalisDirector Director

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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 31, 2011(Expressed in Eastern Caribbean Dollars)

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January 2 January 32011 2010

to toDecember 31 January 1

2011 2011$ $

Banana trading

Sales 213,398,228 242,500,372

Cost of goods sold (201,269,090) (233,755,709)

Profit from banana trading 12,129,138 8,744,663

Distribution and selling (13,093,794) (9,618,528)

Administrative and general expenses (16,279,032) (20,614,896)

(17,243,688) (21,488,761)

Finance costs (Note 21) (1,086,765) -

Other gains/(losses), net (Note 22) 141,567 (29,350,115)

Other income (Note 23) 1,279,462 5,798,892

Loss before share of profit in joint ventures, associates and income tax (16,909,424) (45,039,984)

Share of profit in joint ventures and associates (Note 15) 8,594,215 775,184

Loss before income tax (8,315,209) (44,264,800)

Income tax expense (Note 28) (2,088,183) (527,932)

Loss for the year (10,403,392) (44,792,732)

Loss after taxation attributable to:

Owners of the company (8,150,620) (44,659,281)Non-controlling interest (2,252,772) (133,451)

(10,403,392) (44,792,732)


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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 31, 2011

(Expressed in Eastern Caribbean Dollars)

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2011 2011$ $

Loss for the year (10,403,392) (44,792,732)

Other comprehensive lossCurrency movement for the year (985,805) (3,649,633)Share of joint venture actuarial losses on defined benefit pension plans (Note 15)

(1,658,055) (5,288,385)

Total comprehensive loss for the year (13,047,252) (53,730,750)

Total comprehensive loss attributable to:

Owners of the company (10,794,480) (53,597,299)Non-controlling interest (2,252,772) (133,451)

(13,047,252) (53,730,750)

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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE PERIOD ENDED DECEMBER 31, 2011(Expressed in Eastern Caribbean Dollars)

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Sharecapital

Contributedcapital

Currencytranslation

reserves

Retainedearnings

Total

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

Comprehensive loss:Loss for the year after taxation - - - (44,792,732) (44,792,732)Share of actuarial loss of joint venture's defined benefit pension schedule

- - - (5,288,385) (5,288,385)

Total comprehensive loss - - - (50,081,117) (50,081,117)

Other comprehensive loss:Currency movement for the year - - (3,649,633) - (3,649,633)

Total comprehensive income - - (3,649,633) (50,081,117) (53,730,750)

Transactions with owners:Amortisation of contributed capital - (33,691) - 33,691 -

Balance at January 1, 2011 20,000,000 303,217 (11,756,710) 108,382,310 116,928,817

Attributable to:

Owners of the parent company 20,000,000 303,217 (11,756,710) 108,515,761 117,062,268

Non-controlling interest 1,616,549

118,678,817


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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)FOR THE PERIOD ENDED DECEMBER 31, 2011(Expressed in Eastern Caribbean Dollars)

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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 schedule

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

- - - (12,061,447) (12,061,447)

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

Total comprehensive loss - - (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

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CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2011

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$ $Cash flows from operating activitiesLoss for the year (8,315,209) (44,264,800)

Adjustments for:Depreciation (Note 14) 3,754,313 2,341,671 Impairment of goodwill - 800,000 Unrealised exchange gain 27,575 217,913 Gain on disposal of property, plant and equipment 3,116 (220,768)Loss on disposal of trademarks 19,355 - Interest income (403,373) (155,612)Share of profit in joint ventures and associates (Note 15) (8,594,215) (775,184)Provision for diminution in value of investments (Note 15) - 35,769,219 Discount on acquisition - (699,530)Dividend income - (4,126,400)Finance costs 1,085,089 70,840

Operating loss before working capital changes (12,423,349) (11,042,651)

(Increase)/decrease in trade and other receivables (1,559,454) 5,149,105 Decrease in inventories 72,312 5,654,602 Decrease in amounts due from related parties 1,379,244 107,637 Increase/(decrease) in trade and other payables 215,144 (8,879,087)

Cash used in operating activities (12,316,103) (9,010,394)

Income tax refund/(paid) 2,440 (207,422)Interest paid (1,085,088) (70,840)

Net cash used in operating activities (13,398,751) (9,288,656)

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 (15,411,079) (6,242,646)Increase in other investments (38,815) (9,386)Interest received 403,373 155,612 Dividends received 2,096,150 4,126,400 Proceeds from disposal of property, plant and equipment 166,388 56,331

Net cash used in investing activities (12,783,983) (3,674,641)


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WINFRESH LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)FOR THE YEAR ENDED DECEMBER 31, 2011

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$ $Cash flows from financing activitiesNew bank loan 21,178,406 6,341,100 Loan from related party 40,031 -

Net cash generated from investing activities 21,218,437 6,341,100

Net decrease in cash and cash equivalents (4,964,297) (6,622,197)Cash and cash equivalents at beginning of year 11,547,242 18,169,439

Cash and cash equivalents at end of year (Note 6) 6,582,945 11,547,242

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WINFRESH LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2011


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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 65% holding of the ordinaryshares of the company.

Subsequent to the statement of financial position date on 21 May 2012 the company acquired theremainder of the shareholdings in one of its subsidiary companies, Sunfresh Limited. Consequently,Sunfresh Limited is now a fully owned subsidiary 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 31, 2011 (January 1, 2011 -52 week period ending January 1, 2011).


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WINFRESH LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2011


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2 Basis of preparation

(a) Statement of complianceThese Consolidated financial statements have been prepared in accordance with international ReportingStandards (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:

* Allowances for impairment losses Note 3* Estimated useful lives of plant property and equipment Note 3* Determination of fair values of financial assets Note 5

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

The following standards and amendments to existing standards have been published and are mandatoryfor the Company's accounting period beginning on or after January 2, 2011 or later periods are relevant tothe Company.

Effective from January 2, 2011:

IAS 34 Interim Financial Reporting - Amendments resulting from May 2010 Annual Improvements toIFRSs

IFRS 1 First-time adoption of International Financial Reporting Standards - Amendments resulting fromMay 2010 Annual Improvements to IFRSs.

Effective from July 1, 2011

IFRS 1 First-time adoption of International Financial Reporting Standards - Replacement of 'fixeddates' for certain exceptions with 'the date of transition to IFRSs'

IFRS 1 First-time adoption of International Financial Reporting Standards - Additional exemption forentities ceasing to suffer from severe hyperinflation

IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about transfers offinancial assets

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DECEMBER 31, 2011


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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 12 Income Taxes - Limited scope amendment (recovery of underlying assets)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 Consolidated and Separate Financial StatementsIAS 28 Investments in Associates and Joint VenturesIAS 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)IFRS 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 liabilities.IFRS 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 11 Joint ArrangementsIFRS 11 Amendments to transitional guidanceIFRS 12 Disclosure of Interests in Other EntitiesIFRS 12 Amendments to transitional guidanceIFRS 13 Fair Value MeasurementIFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

The adoption of these standards is not expected to have a significant impact on the Company's non-consolidated financial statements.


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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.

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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 include cash in hand, deposits held with banks and bank overdrafts. Bankoverdrafts are shown within borrowings in current liabilities on the consolidated statement of financialpositioin.

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.


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WINFRESH LIMITED


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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.

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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.


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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.

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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.


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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 31, 2011

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

At December 31, 2011

Financial assetsCash and cash equivalents

52,912 516,194 8,749,177 61,736 9,380,019

Investments: Loans and receivables

1,233,120 - - - 1,233,120

Trade and other receivables 2,122,346 851,494 21,588,173 - 24,562,013 Due from related parties 5,415,383 - - - 5,415,383

Total financial assets 8,823,761 1,367,688 30,337,350 61,736 40,590,535

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

Financial liabilitiesBank borrowings and overdraft 9,302,430 - 20,961,500 - 30,263,930 Trade and other payables 3,724,142 3,198,170 15,534,279 5,433 22,462,024

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)

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a. Market risk (continued)

At January 1, 2011Total financial assets 11,648,793 5,468,764 27,909,399 151,070 45,178,026 Total financial liabilities (5,609,285) (4,771,211) (19,178,640) - (29,559,136)

Net balance sheet financial position

6,039,508 697,553 8,730,759 151,070 15,618,890

(i) Foreign exchange risk (continued)At December 31, 2011 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 $615,843 (January1, 2011 - $873,076) higher/lower, mainly as a result of foreign exchange gains / losses ontranslation 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 Group assesses the credit quality of customers on a case by case basis taking into accounttheir financial position, past experience and other factors. Management does not set individualcredit limits. If customers are independently rated, these ratings are used. If there is noindependent rating, management assesses the credit quality of the customer, taking into accounttheir financial position, past experience and other factors.

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 31, 2011 and January 1, 2011.

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 informationabout counterparty default rates. The independent ratings are based on publicly available ratingssupplied by Standard & Poor, CRIF Decision Solutions Limited and Fitch Ratings Limited.


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b. Credit risk (continued)

Cash and cash equivalents: December31

January 1

2011 2011Bank Ratings $ Ratings $

Bank 1 B 220,922 BB 475,874 Bank 2 A-1 7,391,532 AA - 3,843,565 Bank 3 BBB+ 1,448,691 A 8,855,541 Bank 4 A-1 105,759 A 182,493 Bank 5 AA 113,062 AA 87,748

Unrated 94,884 Unrated 181,176

9,374,850 13,626,397

The rest of the balance sheet item cash and cash equivalent is cash in hand.

Trade receivables - neither past due nor impairedDecember

31January 1

2011 2011Customers Ratings $ Ratings $

1 Unrated 902,254 A-3 7,599,364 2 Unrated 2,726,907 B 2,410,299 3 A - 1,772,052 A - 892,734

5,401,213 10,902,397 Unrated 15,797,263 Unrated 3,048,622

21,198,476 13,951,019

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.

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DECEMBER 31, 2011


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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 teh subsidiary company that was acquired during the year. In futureperiods, goodwill 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.


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DECEMBER 31, 2011


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6 Cash and cash equivalentsDecember 31 January 1

2011 2011$ $

Cash at bank and in hand 9,380,019 13,634,661

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


$ $

Cash at bank and in hand 9,380,019 13,634,661 Bank overdraft (2,797,074) (2,087,419)

6,582,945 11,547,242

7 Held-to-maturity financial assets


$ $

Term deposit 1,233,120 1,194,305

Held-to-maturity financial assets comprise term deposits with banks. The weighted average effectiveinterest rate on term deposits is 3% and 3.25% (January 1, 2011 - 3% and 3.25%) per annum. Termdeposits mature within one year.

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DECEMBER 31, 2011


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8 Trade and other receivablesDecember 31 January 1

2011 2011$ $

Trade receivables 21,838,119 19,214,484 Less: provision for impairment of trade receivables (Note 9) (639,643) (639,252)

Trade receivables - net 21,198,476 18,575,232

Other receivables 2,353,916 2,718,460 Prepayments 1,009,621 1,356,364

24,562,013 22,650,056

The credit quality of trade receivables is summarised as follows:December 31 January 1

2011 2011$ $

Neither past due nor impaired 16,608,788 13,951,019 Past due but not impaired 4,589,688 4,624,213 Impaired 639,643 639,252

Gross 21,838,119 19,214,484

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


$ $

Up to 1 month 4,306,934 4,318,805 1 to 2 months 127,194 113,408 Over 2 months 155,560 192,000

4,589,688 4,624,213

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


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WINFRESH LIMITED


DECEMBER 31, 2011


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8 Trade and other receivables (continued)

The ageing of trade receivables that are impaired is as follows:December 31 January 1

2011 2011$ $

Over 2 months 639,643 639,252

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 31 January 1

2011 2011$ $

At beginning of year 639,252 854,543 Release provision (7,960) (695,602)Provision made during the year 8,351 480,311

At end of year 639,643 639,252

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 31 January 12011 2011

$ $

Raw materials 212,331 3,823 Chemicals and additives - 573 Packaging materials 988,172 1,038,956 Finished goods 6,752,972 7,021,677 Other supplies - 18,823

7,953,475 8,083,852

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DECEMBER 31, 2011


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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 21,265,287 59,389,036

Purchases from related parties were carried out on commercial terms and conditions and at marketprices.


$ $Key management compensationSalaries and other short-term benefits 3,002,323 4,015,434

Year-end balances arising from sales / purchases of goods / services:December 31 January 1

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

CurrentSt. Lucia Banana Corporation (9,777) 1,435,742 Government of Saint Lucia 4,439,375 4,439,375 National Properties Food City Inc. - 15,430

4,429,598 5,890,547

Non-currentGrenada Banana Co-operative Society 786,780 782,607 Dominica Banana Marketing Corporation 121,473 121,473 Sunsmart Beverages Inc. 67,755 -

976,008 904,080

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.


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DECEMBER 31, 2011


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12 Other receivables December 31 January 12011 2011

Other loan $ $

At beginning of year 904,377 - Movement during the year 26,379 904,377

At end of year 930,756 904,377

Included in the above balance is a loan of $886,583 (at January 1, 2011, - $845,480), which bearsinterest at LIBOR rate plus 3% per annum and is stated at its fair value as at the balance sheet date.

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DECEMBER 31, 2011


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

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

At January 1, 2011 423 2,546,996 19,302 2,566,721

At January 1, 2011 423 2,546,996 19,302 2,566,721 Exchange differences (3) (12,763) - (12,766)Disposals - - (19,302) (19,302)

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

AmortisationAt January 1, 2011 - - - - Charge for the period 25 - 385 410

At December 31, 2011 25 - 385 410

At January 1, 2011 25 - 385 410 Amortisation on disposals - - (385) (385)Charge for the period 22 - - 22

At December 31, 2011 47 - - 47

Net book valueAt December 31, 2011 373 2,534,233 - 2,534,606

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

At January 2, 2010 - - - -

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


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DECEMBER 31, 2011


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14 Property, plant and equipmentLeasehold

improvementsLand andbuildings

Plant andmachinery

Officefurniture

andequipment

Computerequipment

Motorvehicles

Total

$ $ $ $ $ $ $CostAt 3 January 2010 246,659 24,899,903 6,217,660 4,757,160 3,332,192 1,419,384 40,972,282 Exchange differences - (607,036) (48,873) (34,889) (25,462) (8,540) (724,800)Additions - 1,808,850 6,120,026 288,566 237,262 441,064 8,895,768 Transfer (223,141) 118,717 5,100 99,324 - - - Disposals (15,641) - (11,349) - - (14,928) (41,928)

At 1 January 2011 7,877 26,220,434 12,282,564 5,110,161 3,543,992 1,836,980 49,002,008

At 2 January 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 31 December 2011 7,877 37,860,187 14,784,251 6,280,054 3,703,514 1,421,719 64,057,602

DepreciationAt 3 January 2010 7,877 367,858 4,153,766 3,356,164 2,248,949 963,869 11,098,483 Adjustment - 118,717 5,100 99,324 - - 223,141 Charge for the period - 408,404 982,606 526,250 488,438 287,382 2,693,080

At 1 January 2011 7,877 894,979 5,141,472 3,981,738 2,737,387 1,251,251 14,014,704

At 2 January 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 31 December 2011 7,877 1,603,962 6,815,076 4,487,606 3,071,680 770,672 16,756,873

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

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

At 2 January 2010 238,782 24,532,045 2,063,894 1,400,996 1,083,243 455,515 29,774,475

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DECEMBER 31, 2011


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15 Investments in joint ventures and associatesDecember 31 January 1

2011 2011$ $

At beginning of year 54,239,162 100,994,537 Additions during the year - - Associate becoming a subsidiary during the year - (2,579,364)Share of profit in joint ventures and associates 8,594,215 775,184 Share of tax in joint ventures and associates (2,379,130) (526,540)Share of actuarial losses (1,658,055) (5,288,385)Dividends (2,096,150) - Currency translation adjustment 42,102 (3,367,051)Provision for diminution in value - (35,769,219)

At end of year 56,742,144 54,239,162

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 31 December 2011Windward Isles Banana Company Holdings (Jersey) Limited 29,471,869 947,460 - Windward Isles Banana Company (UK) Limited 88,667,145 56,795,184 119,379,370

At 31 December 2010Windward Isles Banana Company Holdings (Jersey) Limited 31,392,672 1,025,145 - Windward Isles Banana Company (UK) Limited 93,072,552 65,175,940 99,369,825

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.


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DECEMBER 31, 2011


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16 Other investments December 31 January 12011 2011

$ $

At beginning of year 2,936,329 2,936,329 Additions during the year - -

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

At December 31, 2010, Vincyfresh Limited, one of the group companies, invested in a property valued at$2,936,329 located at Diamond to operate a snack food factory. On February 28, 2011 Vincyfresh CrispsLtd was incorporated and on March 18, 2011 the property was registered as being owned by VincyfreshCrisps Ltd. Vincyfresh Crisps Ltd is a 100% owned subsidiary of Vincyfresh Limited. Vincyfresh CrispsLtd has not traded since its incorporation .

17 Trade and other payables December 31 January 12011 2011

$ $

Trade payables 12,027,210 10,966,076 Other payables 642,243 3,288,870 Accrued expenses 8,981,240 6,875,671

21,650,693 21,130,617

Included in trade and other payables are balances due to related parties of $2,113,700 (January 1, 2011 -$9,601,866).

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DECEMBER 31, 2011


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18 Loans and borrowings December 31 January 12011 2011

$ $

Bank loans 27,466,856 6,341,100 Other loans 811,331 -

28,278,187 6,341,100

Analysis of loansWholly repayable within five years 28,278,187 6,341,100

28,278,187 6,341,100

Loan maturity analysisIn more than two years but not more than five years 28,278,187 6,341,100

The aggregate amount of loans and borrowings for which security has been given amounted to$27,466,856 (1 January, 2011 - $6,341,100), which are secured by way of a debenture over thesubsidiary companies' long leasehold property and improvements, freehold land and buildings andequipment, and guarantees by given the ultimate parent company.

Bank loan of $20,961,500 bears interest at LIBOR plus 2.5%; bank loan of $6,505,356 bears interest at8.5% per annum. Other loans of $811,331 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 26% (January 1, 2011 - 28%). The movement on the deferred tax (asset) account isas follows:


$ $

At beginning of year 246,969 256,179 Consolidated statement of income charge (Note 28) 288,429 (1,392)Exchange difference (10,983) (7,818)

At end of year 524,415 246,969

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


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DECEMBER 31, 2011


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20 Share capital December 31 January 12011 2011

$ $

Subscribed500 ordinary shares 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

21 Finance costsJanuary 2 January 3

2011 2010to to


$ $

On bank loans and overdrafts 1,052,332 - Other interest 34,433 -

1,086,765 -

22 Other (losses) / gains, net



2011 2011$ $

Foreign exchange gains / (losses)- Unrealised (losses) / gains on translation of balances (175,500) (614,936)- Realised losses on transactions 339,540 6,113,742 (Loss)/gain on disposal of property, plant and equipment (3,116) 220,768 Loss on disposal of intangible assets (19,357) - Provision for diminution in value of fixed asset investment - (35,769,219)

- 699,530

141,567 (29,350,115)

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WINFRESH LIMITED


DECEMBER 31, 2011


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23 Other income



2011 2011$ $

Agency fees and commissions 19,675 51,326 Dividend income - 4,126,400 Interest income 405,049 84,772 Miscellaneous income 854,738 1,536,394

1,279,462 5,798,892

24 Financial commitments

At 31 December 2011 the company had lease payments due under operating leases as follows:

Land and buildings OtherDecember 31 January 1 December 31 January 1

2011 2011 2011 2011$ $ $ $

Operating leases which expire:Within one year 93,032 80,075 179,057 133,966 Between two and five years - 36,778 111,406 309,632

93,032 116,853 290,463 443,598

25 Non-controlling interest December 31 January 12011 2011

$ $

Minority share of retained deficit (2,386,223) (133,451)Minority share of pre-acquisition deficit (2,182,173) - Minority share of equity in subsidiary company 4,954,192 1,750,000

385,796 1,616,549


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WINFRESH LIMITED


DECEMBER 31, 2011


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26 Expenses by nature December 31 January 12011 2011

$ $

Direct costs 208,124,057 243,374,237 Salaries and wages 10,929,087 9,847,482 Directors' fees 1,401,160 1,314,348 Rent and service charges 873,207 723,819 Communication 39,139 425,731 Insurance 439,055 122,046 Light and heat 435,833 160,336 Repairs and renewals 381,111 188,716 Security 97,032 93,013 Printing, postage and stationery 133,262 88,658 Advertising and publicity 73,138 27,372 Telephone 205,108 217,386 Information technology support costs 479,209 380,170 Vehicle expenses 113,814 62,502 Travel and entertaining 635,027 763,990 Subsistence 88,387 138,035 Legal and professional fees 748,054 1,114,602 Audit fees 533,901 218,276 Bank charges 325,154 240,081 Bad debt expenses 341,588 974,759 Other expenses 350,479 288,800 Subscriptions and donations 49,616 83,103 Research and development 91,185 - Impairment of goodwill - 800,000 Depreciation and amortisation 3,754,313 2,341,671

Total cost of goods sold, administrative and general expenses 230,641,916 263,989,133

Cost of goods sold 201,269,090 233,755,709 Distribution and selling 13,093,794 9,618,528 Administrative and general expenses 16,279,032 20,614,896

Total cost of goods sold, administrative and general expenses 230,641,916 263,989,133

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WINFRESH LIMITED


DECEMBER 31, 2011


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27 Employee benefit expenses


$ $

Salaries and wages 9,252,122 8,393,110 Directors' fees 1,401,160 1,314,348 Social security costs 877,791 804,221 Other staff costs 799,174 650,151

12,330,247 11,161,830

28 Income tax expenseDecember 31 January 1

2011 2011$ $

Share of joint venture tax 2,379,130 526,540 Adjustment for prior year (2,518)Deferred tax charge (Note 19) (288,429) 1,392

Current tax charge 2,088,183 527,932

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 (8,315,209) (44,264,800)

Tax calculated at standard rate of 30% (2,494,563) (13,279,440)Tax effect of consolidation adjustments 2,626,013 13,176,385 Exempt profit (2,234,496) 99,458 Expenses not deductible for tax purposes 46,525 479,852 Deferred tax not recognised 2,090,701 1,392 Other tax adjustments 2,054,003 50,285

Tax charge 2,088,183 527,932


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WINFRESH LIMITED


DECEMBER 31, 2011


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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 $20,215,000 in thescheme at that date [previous triennial valuation at December 31, 2006 - a funding deficit of $15,269,000at 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 $14,771,000. 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$512,823 (period to January 1, 2011 - $375,537). Contributions totaling $21,628 (at January 1, 2011 -$6,854) were payable to the fund at the balance sheet date and are included in other payables.

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WINFRESH LIMITED


DECEMBER 31, 2011


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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 $1,048,075 (January 1, 2011 - $1,056,850).

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$1,679,620 (at January 1, 2011 - $656,329), 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 $175,860 per year. No provision has been made in these consolidatedfinancial statements in respect of this liability.

32 Post balance sheet events

Subsequent to the statement of financial position date on 21 May 2012 the company acquired theremainder of the shareholdings in one of its subsidiary companies, Sunfresh Limited for $1,750.Consequently, Sunfresh Limited is now a fully owned subsidiary of the company.

WINFRESH LIMITED

1st Floor M&C Building

Bridge Street, P.O. Box 115

Castries, St. Lucia

Tel: +1 758 457-8600

Fax: +1 758 453-1638

www.winfresh.net

winfresh annual report 2012

Documents

shareholders of winfresh

company dbhc

parent company

united kingdomtelephone

dominica banana

fair value

old bond street londonw1s

ax united kingdomcrown