Texel Sheep Society AGM Booklet 2009 by Texel Sheep Society Ltd

CONTENTS Page No.

Itinerary for Flock Visits & AGM

Notice and Agenda for 2009 Annual General Meeting

iii

Chairman’s Annual Report (01.04.08 – 31.03.09)

List of Directors’ Attendance Record

(01.10.08 – 30.09.09) vi

Chief Executive’s Annual Report (01.04.08 – 31.03.09)

Minutes of the 35th Annual General Meeting held on Saturday, 15th November 2008

vii -xii

Accounts for the period ending 31st March 2009

xiii - xxxi

Report of Trustees

1-4

ii)

Report of the Independent Auditors

5-6

iii)

Statement of Financial Activities

Balance Sheet

vi)

Notes to the Financial Statements

vii)

Detailed Statement of Financial Activities

Proxy Voting Form

7 8-9 10 - 16 17

Inside Back Cover

ITINERARY for FLOCK VISITS FOLLOWED BY ANNUAL GENERAL MEETING

AGM 2009 NOTICE NOTICE IS HEREBY GIVEN that the Thirty-sixth Annual General Meeting of The British Texel Sheep Society Limited will be held at The Moorside Grange Hotel & Spa, Higher Disley, Mudhurst Lane, Stockport, Cheshire, SK12 2AP on Saturday, 7th November 2009 at 3.30 p.m.

Saturday, 7th November 2009 9.00 a.m. 9.30 a.m.

Coach departs Hotel to Mellor Hall Farm, Mellor, Stockport, Cheshire, SK6 5LU Flock visits at Mellor Vale, Sportsman’s Texel flock, and Charolais Cattle herd, owned by Messrs Boden, Davies and family

A156/09 To Receive Apologies for Absence

A157/09 RESOLUTION: To Approve the Minutes of the Thirty-Fifth Annual General Meeting held at The Tiverton Hotel, Blundells Road, Tiverton, Devon, EX16 4DR, on Saturday, 15th November 2008

A158/09 To Receive the Chairman’s Report on the Society for the Year Ending 31st March 2009

A159/09 To Receive the Chief Executive’s Report on the Society for the Year Ending 31st March 2009

A160/09 RESOLUTION: To Receive and Adopt the Statement for Accounts and Balance Sheet for the Society for the Year Ended 31st March 2009

Followed by

North West Club stock judging of the Texel flock & Charolais Herd Followed by

Lunch hosted by the North West Texel Club 2.30 p.m.

Coach returns to Moorside Grange Hotel and Spa

3.30 p.m.

Annual General Meeting in the Pennine Suite

A161/09 RESOLUTION: To Re-appoint Dafferns & Co of Leamington Spa as Auditors of The Society

5.30 p.m.

AGM close

7.00 p.m.

Dinner Dance in The Alpine & Pennine Suites

A162/09 RESOLUTION: To Approve an increase in the Adult Annual Subscription from £30 to £50 + VAT and the Junior Annual Subscription from £15 to £25 + VAT

A163/09 RESOLUTION: To Approve the increase in subscriptions as detailed at resolution A162/09 to take effect from October 1st 2009

A164/09 To Be Informed of the Results of the Election of Directors for Areas 9, 12 and 13

Entertained by

“SWEET SENSATION” ³)HDWXULQJ VRPH RI WKH FRXQWU\¶V WRS PXVLFLDQV ZLWK D tremendous front man, an evening of unforgettable songs performed to perfection´! 12.30 a.m.

BY ORDER OF THE BOARD

Dinner Dance ends

(Contact the Texel Society office to arrange overnight accommodation at The Moorside Hotel & Spa)

For those not wishing to attend the flock visits etc the Moorside Grange Hotel is only 30 minutes from Manchester city centre and the countless shops at the renowned Trafford Centre, or just a short drive from Chatsworth House and the spa town of Buxton. The hotel also boasts an impressive health & fitness club for

John Yates Chief Executive & Company Secretary DATE: Friday, 2nd October 2009 Note: No member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Society in respect of his Membership, shall be entitled to vote on any question either personally or by proxy, or as proxy for another member, at any General Meeting. (Article 27, Texel Sheep Society articles of association).

anyone staying in the Hotel overnight.

iii

/,67 2) ',5(&7256¶ $77(1'$1&( $7 BOARD MEETINGS OVER 2-YEAR PERIOD

CHAIRMAN’S REPORT ON THE PERIOD FROM 1ST APRIL 2008 TO 31ST MARCH 2009 BY TIM HEALY What a difference a year makes! A er shutdowns and movement restric"ons had us jumping through hoops, trying to sell our stock, this year’s normal trading condi"ons has come as a very welcome relief. The high prices seen throughout the year have par"cularly favoured the well fleshed weighty lambs and culls that the Texel excels in producing. The world record being broken at Lanark, not withstanding, prices for both males and females have been excellent and bodes well for the future. However, the Society accounts we are dealing with reflect the past, and although much improved on the previous year, s"ll show a loss. The Board con"nues to look for cost savings without impairing our service to members. All areas of expenditure are looked at and cuts are made where appropriate. The Board is ever mindful that it is the member’s money that it is spending and best value has to be achieved. Financially our posi"on is improving, but to make sure that we return to profit it is essen"al that the restructuring proposed last year goes through. There is nothing quite like being Chairman of the Board of the most successful sheep society in Europe. I have enjoyed every minute of it, even with the challenges that I have faced on the Socie"es behalf. I have learned so much about the industry, though more importantly about the people in it. But the Chairman’s job is impossible without the support of so many people – his fellow Directors, his CEO, all the staff at Stoneleigh and all our members who con"nue to support this great Society. To everyone my thanks! In par"cular I would like to thank my Vice Chairman, Gordon Gray, for always being so suppor"ve and Treasurer Bruce Mair, for always returning the cheques on "me, and John Yates our Chief Execu"ve who has somehow effortlessly taken over such a difficult role. I wish my successor the best of luck in what, I am sure, will be the most rewarding next two years of his life.

Mr Tim Healy Chairman Dated: 24th September 2009

1st October 2007 to 30th September 2008 BOARD MEETINGS

1st October 2008 to 30th September 2009 BOARD MEETINGS

Tim Healy

6/6

4/4

Gordon Gray

6/6

4/4

Bruce Mair

5/6

4/4

Aubrey Andrews

6/6

4/4

Robert Cartledge

5/6

4/4

Victor Chestnutt

6/6

4/4

Alan Clark

4/6

4/4

Roy Hughes

2/6

4/4

Tommy MacTaggart

5/6

3/4

John Davies

N/A

4/4

Alwyn Phillips

6/6

3/4

Sylvia Rawlings

6/6

4/4

Steve Richardson

5/6

3/4

Nick Tavernor

6/6

4/4

Eirwyn Morgan

6/6

1/1

DIRECTOR

CHIEF EXECUTIVES REPORT ON THE PERIOD FROM 1st APRIL 2008 TO 31St MARCH 2009 By JOHN YATES The Breed is evidently playing an essen al and crucial role in the reform and modernisa on of the UK Sheep Industry. The breed’s popularity is not built on spin and fic on, it is based on fact delivering an increasing margin to the en re supply chain and it is without any doubt offering benefits to diverse farming business across the UK, assis ng them in a difficult and sensi ve transi on. This reform requires a versa le breed that can offer solu ons across a diverse topography and finishing systems, as well as meet the requirements and demands of the processors, retailers and consumers further up the supply chain. There really is no single fix for the Industry in the form of one breed that can solve all the challenges it is faced with, however the Texel breed, with its adaptability and efficient produc on of quality lean meat in quan ty, goes a significant way to achieve this across the board. We should not however forget the most important benchmark and that is the feedback and behaviour of the consumer or client. It is fact that the Texel breed is now a fundamental influence on the Red Meat Industry, it is the most popular and influen al Terminal Sire chosen by commercial producers, this demand alone drives the enthusiasm for our membership and the health and prosperity of the Society. The Society accepts the responsibility that this involves and by doing so listens to members and is tasked with developing and improving services and promo on of our breed. However members must also ensure that the breed meets the expecta on “the proof of the pudding” of the commercial producers, that is, in ensuring the breed adds fleshiness across an assortment of maternal line breeds as a crossing or terminal sire.

Having started my role in August 2008 I have listened carefully to many members as well as analysed various areas of the Society. I have naturally been concentra ng on improving our financial strength and performance, whilst ensuring we always put our members’ interests first through a con nuing focus on our members and the services we offer them. I am commi!ed to ensuring that the Society con nues to build a fairer Society whereby core service costs and overhead are shared responsibly across all members. Improvements with service delivery are filtering through, demanded by a diverse UK member base, consis ng of a mixture of young and old, modern and tradi onal, agriculturalists and Industrialists. But what is synonymous is the passion and enthusiasm we all have, that is for quality and success of the Bri sh Texel and together our future prosperity can be achieved.

John Yates Chief Execu ve Date: 20th September 2009

The Texel breed is playing its part, my point is, we must listen to the commercial sector to maintain our popularity, I urge all members to do as such, to ensure that our breed and Society is as strong in a decade’s me as it is now, this will only happen with a"en on from the en re membership. The Board and Chief Execu ve are in no doubt that the structure of the Society has to evolve and are unanimous in recommending an increase in annual subscrip ons, and by doing so, giving the Society on behalf of its membership the flexibility to review the costs incurred by members who sell at Na onal Sales. No Society can func on effec vely for the long term benefit of all its members with such a system, the majority of inflow is based from fees other than Subscrip ons; our Ar cles of Associa on contain a caveat for any amendment to subscrip ons, which involves a Resolu on at the AGM. Nothing pleases me more than dedica ng an immense amount of me to a worthy cause that is the Texel Sheep Society and its membership. My first twelve months have been challenging as one may expect, the responsibility to assist the Board of Trustees in leading the Society is both an honourable and demanding one.

vii

Minutes of the 35th Annual General Meeting of The British Texel Sheep Society held at The Tiverton Hotel, Tiverton, Devon on Saturday, 15th November 2008 Number Present: In Attendance:

AGM148/08

TO RECEIVE: Apologies for Absence Apologies for absence were received from –David & Thomas Bradley-Farmer; Syd & Mary Chaplin; Stephen Cobbald; David & Maureen Farmer; Frank Griffies; Paul Martin; Steven McLean; Frank & Belinda Moffat; Shane Petrovic; Katie Potter; Rob & Nicky Warnock; Debbie Woods; Jean Wrench; Peter & Yvonne Wrinch

AGM149/08

RESOLUTION: To Approve the Minutes of the Thirtyfourth Annual General Meeting held at The Clarion Hotel, 75 Belfast Road, Carrickfergus, Co Antrim, rd Northern Ireland on Saturday, 3 November 2007 The Chairman invited comments on these Minutes which had been previously circulated. No comments were received. The Minutes were then proposed by Simon Bradley-Farmer, seconded by Nick Tavernor and accepted by all present as a true and accurate record of the Minutes of the Meeting held on 3rd November 2007.

AGM150/08

TO RECEIVE WKH &KDLUPDQ¶V 5HSRUW RQ WKH 6RFLHW\ for the year ending 31st March 2008 The Chairman referred to his printed Report included within the AGM Booklet, which he hoped everyone had taken time to read. He invited questions on both his Report and any item within the Booklet. No questions were forthcoming and he then asked for a Proposer and Seconder to adopt his Report.

48 Jean Stanley (Secretary to Chief Executive & Minute Taker)

The Chairman thanked the South West Texel Breeders Club for inviting the Society to the West Country for their Annual General Meeting and hoped that everyone would enjoy the social events to follow during the day. Before starting the meeting the Chairman requested time to make presentations and express thanks on behalf of the Board. These went to Eirwyn Morgan who had offered his resignation following 5 years on the Board with part of that time spent as Honorary Treasurer and Jean Stanley who had filled the post of Secretary to the Chief Executive for the last 6+ years. He thanked them both for their commitment and hard work over the years and wished both a happy retirement. He then went on to make the President’ s Award which was awarded posthumously to Chris Lewis from the Edingthorpe Flock who had spent a lifetime promoting the breed, attending sheep events, shows and sales and judging. He had always been a very popular man wherever he went, extremely dedicated and committed beyond ‘ the call of duty’ . This award was gratefully accepted by his widow Jane Lewis who said she felt very proud to receive this on Chris’ s behalf and expressed her heartfelt thanks to everyone.

Sylvia Rawlings proposed the adoption of the Chairman’ s Report, Simon Bradley-Farmer seconded this adoption and all present agreed. The Chairman then notified members that a former Chairman, Brian Thomas, had sadly passed away earlier that morning and asked members to spare a few moments to remember him. AGM151/08

viii

72 5(&(,9( WKH &KLHI ([HFXWLYH¶V 5HSRUW RQ WKH st Society for the year ending 31 March 2008 The CE thanked everyone for attending the AGM and said how privileged he felt to have been appointed CE of the Texel Sheep Society. He congratulated Steven McLean on his new appointment and referred to the outstanding work he had undertaken over the past 13 years. He then informed members –

x x x x x

How he was looking forward to the future with the Society; That he had undertaken a certain amount of ‘ housekeeping’since his appointment and was now very keen to move forward; He had previous experience of working with large Boards of Directors and realised how important it was to have sound governance; The future was about financial stability for the Society; That he needed to ensure members requirements were met.

He referred to his Report in the AGM Booklet, discussing issues which included – x The challenges experienced in 2007; x The financial implications to the Society; x The need to cost effectively modernise Society administration; x Small adjustments taken now would prevent larger increases later; x Being more flexible for the membership; x Evolve the fees and services in line with the membership needs to ensure best value; x Support the promotion of the breed to the commercial sector; x A quality service must be maintained for and on behalf of the membership. The adoption of the CE’ s Report was proposed by Simon Bradley-Farmer, seconded by Gordon Gray and approved by all present. AGM152/08

RESOLUTION To Receive and Adopt the Statement for Accounts and Balance Sheet for the Society for st the year ended 31 March 2008 The CE referred to the audited accounts within the AGM Booklet stating no communication had been received from members following its distribution. He then went on to present a detailed page by page explanation of the accounts, discussing how figures had been reached and paid particular attention to areas of concern. He pointed out that despite the loss shown in the current financial year, the Society was very stable but now had to work towards re-couping the reserves used during the

last year. He re-assured members that the Society did not take any extreme risk when investing members’funds and held reserves on a cash basis. The CE then invited questions to which he was able to respond positively to the members. The Chairman requested a Proposer to Adopt the Statement for Accounts and Balance Sheet. Simon Bradley-Farmer proposed their adoption, Sylvia Rawlings seconded this adoption and all present agreed. AGM153/08

RESOLUTION To Re-appoint Dafferns LLP of Leamington Spa as Auditors to the Society The Chairman invited new nominations to appoint Auditors to the Society for the coming year, none were put forward. Graham Jones then proposed the reappointment of Dafferns LLP of Leamington Spa to act as Auditors for the Society during the next financial year, Aubrey Andrews seconded this proposal and all present agreed.

AGM154/08

RESOLUTION: To approve an increase in the Adult Annual Subscription from £30.00 to £45.00 (VAT inclusive) and the Junior Annual Subscription from st £15.00 to £22.50 (VAT inclusive) with effect from 1 October 2009 as previously approved by the Board of Directors The Chairman opened this item by explaining that no adverse comments had been received from the membership although he appreciated there may be concerns and invited questions. Members felt particularly aggrieved at the lack of communication between the Board Members and the Clubs, there had been no information on this proposed increase and felt it could have been communicated to the members through the newsletters, etc. It was first brought to their attention as the Agenda Item in the AGM Booklet. Lengthy discussions followed on this proposed increase with particular reference to the way it had been handled and Directors put the following points to members – x There had been no increase in annual subscriptions for 6 / 7 years; x Raising subscriptions was the fairest method for all members;

x x x x

The increase included VAT and was therefore effectively less than £15.00 per annum per flock; This increase would amount to 30p per week per member any alternative would be substantially more expensive; The increase would not take effect until October 2009; If members could not agree to the Resolution the Board would have to look at other options available to obtain funds, which could be far more expensive to some members; Members were urged not to take this increase out of context and to vote in favour.

The Chairman then welcomed John Davies on to the Board of Directors. Gordon Gray expressed a vote of thanks to the Chairman, Tim Healy, for all his hard work and efforts on behalf of the Society throughout the past year. He went on to congratulate and welcome John Yates on his appointment as Chief Executive and looked forward to working with them both during the coming year. He also thanked the CE for his hard work and valuable input since joining the Society. With no further business to discuss the Chairman closed the Meeting at 11.20 a.m. for open discussion.

In order to bring this emotive discussion to a close the Chairman requested Voting Papers be handed to all members. He explained the count would take place back at Stoneleigh as votes would need to be cross checked to ensure all members were fully paid up members of the Society ensuring all votes are valid. Proxy Votes received 48 hours prior to the AGM would also be counted at this time. AGM155/08

To be informed of the Results of the Election of Directors for Areas 2,6,11 and 12 The Chairman informed members of the result of the Area Elections for Directors for the following areas –

Area 2

Alan Clark

Re-elected

Unopposed

Area 6

Robert Cartledge

Re-elected

Unopposed

Area 11

Alwyn Phillips

Re-elected

Unopposed

Bye-Election for ± Area 12

Eirwyn Morgan

Standing Down

Two Nominees ± John Davies

31 votes

Elected

Adrian Windsor

30 votes

Not Elected

xii

xiii

REGISTERED COMPANY NUMBER: SC55423 (Scotland) REGISTERED CHARITY NUMBER: SC007271

THE BRITISH TEXEL SHEEP SOCIETY LIMITED CONTENTS OF THE FINANCIAL STATEMENTS for the year ended 31 March 2009

Page Report of the Trustees

1 to 4

Report of the Independent Auditors

5 to 6

Statement of Financial Activities

REPORT OF THE TRUSTEES AND FINANCIAL STATEMENTS for the year ended 31 March 2009 FOR THE BRITISH TEXEL SHEEP SOCIETY LIMITED (A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL)

Balance Sheet

8 to 9

Notes to the Financial Statements

10 to 16

Detailed Statement of Financial Activities

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

REPORT OF THE TRUSTEES for the year ended 31 March 2009

The trustees who are also directors of the charity for the purposes of the Companies Act 1985, present their report with the financial statements of the charity for the year ended 31 March 2009. The trustees have adopted the provisions of the Statement of Recommended Practice (SORP) 'Accounting and Reporting by Charities' issued in March 2005. REFERENCE AND ADMINISTRATIVE DETAILS Registered Company number SC55423 (Scotland)

STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document The Society is a registered Charity No: SC007271. Annual Reports and accounts are submitted to the Office of the Scottish Charity Commissioners following formal approval by the membership at the Annual General Meeting. The Society is a Company limited by guarantee and not having a Share Capital, incorporated on the 10, April 1974. The Society is governed by its Memorandum and Articles of Association (Company No: SC55423), which includes wide investment powers. For the purposes of the Companies Act 1985 members of the Board are treated as directors for which services they receive no remuneration.

Registered Charity number SC007271

A full copy of the Society's Memorandum & Articles of Association is available to all members from the Company Secretary at the Society's Administrative Office.

Registered office The Mechanics Workshop New Lanark Lanark ML11 9DB

STRUCTURE, GOVERNANCE AND MANAGEMENT Recruitment and appointment of new trustees The Articles of Association allows for the appointment of twenty trustees (Directors), who are eligible to serve for a period of five years. The Board has resolved to reduce their number to fourteen, each of which is elected by members on a regional basis. The Trustees also have the power to co-opt further members to the Board to fill specialist roles, always provided that the total Board size does not exceed twenty members. All members within the region of the retiring trustees are circulated with invitations to nominate trustees prior to the AGM.

Trustees T Healy - Chairman G Gray - Vice Chairman B Mair - Hon Treasurer V Chestnutt E Morgan R Cartledge S Richardson N Tavernor A Andrews A Phillips T MacTaggart Mrs S Rawlings R Hughes A Clark J Davies

- resigned 15 November 2008

Induction and training of new trustees With effect from January 2007, all new Trustees undergo an orientation and training day to brief them on their legal obligations under charity and company law, the content of the Memorandum & Articles of Association, the committee and decision making process, the business plan and recent financial performance of the charity. Organisational structure The Board of Trustees administers the Charity. The Board meets on a regular basis. Within the Board, trustees are nominated to represent specific areas covering Breed Development, Shows & Sales, Promotions, Finance & Remuneration. A Chief Executive is appointed by the Board of Trustees to manage the day-to-day operations of the charity. To facilitate effective operations and accountability the Chief Executive has delegated authority, within terms of delegation approved by the trustees, for operational and strategic matters including finance and employment.

- appointed 15 November 2008

Company Secretary and Chief Executive J Yates – appointed 15 August 2008 S J McLean – resigned 15 August 2008 Auditors Dafferns LLP Chartered Accountants Registered Auditors Warwick House 32 Clarendon Street Leamington Spa CV32 4PG

Risk management The Directors have examined the major strategic, business and operational risks which the charity faces and confirm that systems have been established to enable regular reports to be produced so that necessary recommendations can be made to lessen these risks. The Directors also consider non-financial risk arising from fire, and the health and safety aspects of the employment of its staff. A key element in the management of financial risk is the setting of a reserves policy. OBJECTIVES AND ACTIVITIES The principal activity of the Society in the year under review was that of encouraging, promoting and improving the breeding of Texel sheep in the United Kingdom of Great Britain and Northern Ireland. The Society continues to expand the level of services offered to its members, particularly in respect of on-line services aimed at reducing core administration costs over time.

Page 1

Page 2

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

REPORT OF THE TRUSTEES for the year ended 31 March 2009

ACHIEVEMENT AND PERFORMANCE General position After an uncertain trading environment in 2008, movement restrictions reduced in the period following the Bluetongue Virus 8 and Foot and Mouth Disease outbreaks, resulting in increased income from auctions of £22,868 compared with 2008. In addition, the Society has experienced reduced costs associated with auctions of £24,259 compared to 2008, with a large amount of this being due to exceptional costs in 2008 relating to Foot and Mouth Disease and there being no rescheduling of Auctions (with the associated costs incurred in 2008 in relation to those).

STATEMENT OF TRUSTEES RESPONSIBILITIES The trustees are responsible for preparing the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice.

The Board of Directors are only too aware of the increased disease threat as a result of climate change and other threats as witnessed in 2008. It is for this reason that the Board is proposing that a greater proportion of its income be generated from subscription payments to assist the Society to mitigate the risk of disrupted income which can severely damage the operation of the Society year on year. The main area where income has fallen in the year is the income from BASCO data, which has as expected reduced by £34,651 compared to 2008. This is due to the cessation of provision of accountancy support in March 2008 and the cessation of the CEO administrative support in June 2008 following the end of the Governments ADS supported period for BASCO, and will be mitigated to a degree by reduced overheads at the office. The Society continues to retain its membership base and to gain income from non core activities. The operation of the Society continues to be reviewed with the aim of ensuring that services supplied to members are cost effective, timely and fit for purpose in a rapidly changing livestock Industry. Overall incoming resources were down by £21,630, whilst resources expended were reduced by £58,507, meaning the net outgoing resources of £20,952 were £36,877 less than in 2008. Both the Chairman’s and Chief Executive’s Reports to the Membership detail the achievements and performance of the Society. Employee involvement The Society has a well established structure to communicate with employees at every level and to encourage their involvement regarding the company's performance and future development.

Company law requires the trustees to prepare financial statements for each financial year. Under that law the trustees have elected to prepare the financial statements in accordance with the United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the charitable company and of the surplus or deficit of the charitable company for that period. In preparing those financial statements, the trustees are required to -

select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business.

The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the trustees are aware, there is no relevant information (as defined by Section 234ZA of the Companies Act 1985) of which the charitable company`s auditors are unaware, and each trustee has taken all the steps that they ought to have taken as a trustee in order to make them aware of any audit information and to establish that the charitable company`s auditors are aware of that information. AUDITORS The auditors, Dafferns LLP, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985.

ON BEHALF OF THE BOARD: FINANCIAL REVIEW Reserves policy It is the policy of the Society to maintain unrestricted, undesignated funds, which are free reserves of the Society of approximately six months of unrestricted expenditure. This is intended to provide sufficient funds to cover management, administration and promotional costs. Free unrestricted reserves at 31 March 2009 stood at £323,786 compared with resources expended in the year of £535,579. Principal funding sources Aside from interest received and member subscriptions, the principal funding sources are fees received for the processing of birth notifications, registrations and transfers of Texel sheep, commission generated from sales, income derived from service provision to sale organisers for cataloguing services and advertising revenue

T Healy - Chairman - Trustee

28 August 2009

Investment policy The trustees of the Society have considered the most appropriate policy for investing funds to be the use of a monthly high interest deposit account, which provides interest at the end of each fixed term deposit period. This policy will be kept under review to the benefit of the Society. FUTURE DEVELOPMENTS The Society will continue to promote and encourage the breeding of Texel sheep within the UK sheep industry. Where appropriate links with other industry bodies and parties will be encouraged to achieve the Society's strategic and business objectives. The Society will continue to undertake research and disseminate the results to breeders and the wider industry as appropriate.

Page 3

Page 4

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF THE BRITISH TEXEL SHEEP SOCIETY LIMITED

We have audited the financial statements of The British Texel Sheep Society Limited for the year ended 31 March 2009 on pages seven to sixteen. These financial statements have been prepared in accordance with the accounting policies set out therein and the requirements of the Financial Reporting Standard for Smaller Entities (effective January 2007).

Opinion In our opinion: the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities, of the state of the charitable company's affairs as at 31 March 2009 and of its incoming resources and application of resources, including its income and expenditure for the year then ended; the financial statements have been properly prepared in accordance with the Companies Act 1985, the Charities and Trustee Investment (Scotland) Act 2005 and regulation 8 of the Charities Accounts (Scotland) Regulations 2006; and the information given in the Report of the Trustees is consistent with the financial statements.

This report is made solely to the charitable company's members, as a body, in accordance with Section 235 of the Companies Act 1985 and to the charity’s trustees, as a body, in accordance with section 44(1)(c) of the Charities and Trustee Investment (Scotland) Act 2005 and regulation 10 of the Charities Accounts (Scotland) Regulations 2006. Our audit work has been undertaken so that we might state to the members and the charity's trustees those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charity, its members as a body and its trustees as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of trustees and auditors The trustees' (who are also the directors of The British Texel Sheep Society Limited for the purposes of company law) responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Trustees’ Responsiblities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

Dafferns LLP Chartered Accountants Registered Auditors Warwick House 32 Clarendon Street Leamington Spa CV32 4PG 28 August 2009

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985, the Charities and Trustee Investment (Scotland) Act 2005 and regulation 8 of the Charities Accounts (Scotland) Regulations 2006. In addition, we report to you if, in our opinion, the information given in the Report of the Trustees is not consistent with those financial statements, if the charity has not kept proper accounting records, if the financial statements do not accord with those records or if we have not received all the information and explanations we require for our audit. We read the Report of the Trustees and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements, and of whether the accounting policies are appropriate to the charitable company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Page 5

Page 6

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

STATEMENT OF FINANCIAL ACTIVITIES for the year ended 31 March 2009

BALANCE SHEET At 31 March 2009

Unrestricted funds Notes £ INCOMING RESOURCES Voluntary income Members subscriptions Gift aid Activities to generate funds Publications Auctions Deposit account interest Charitable activities Registrations Performance related texels Other incoming resources BASCO data Sundry income

Total incoming resources

Restricted funds £

2009 Total funds £

2008 Total funds £

55,153 11,249

61,313 13,494

16,938 85,004 11,004

17,009 62,136 18,015

288.696 36,972

292,118 27,816

5,884 3,727

40,535 3,821

514,627

Restricted funds £

2009 Total Funds £

2008 Total funds £

101,419 80,300

126,019 80,300

181,719

206,319

4,879 53,305

4,663 66,079

70,000 236,221

70,000 227,998

364,405

368,740

(72,338)

(80,321)

NET CURRENT ASSETS/(LIABILITIES)

292,067

288,419

TOTAL ASSETS LESS CURRENT LIABILITIES

473,786

494,738

NET ASSETS/(LIABILITIES)

473,786

494,738

323,786 150,000

414,738 80,000

473,786

494,738

473,786

494,738

Unrestricted funds Notes £ FIXED ASSETS Tangible assets Investments

9 10

CURRENT ASSETS Stocks Debtors: amounts falling due within one year 11 Debtors: amounts falling due after more than one year 11 Cash at bank

536,257 CREDITORS Amounts falling due within one year

RESOURCES EXPENDED Costs of generating funds Fundraising and publicity costs Membership BASCO costs Charitable activities Registrations Project costs Performance recorded texels Governance costs

Total resources expended

162,951 47,520 21,634

181,893 57,408 31,717

206,605 51,950

224,178 11,164 45,393

44,919

42,333

535,579

594,086

535,579

NET INCOMING/(OUTGOING) RESOURCES

(20,952)

(57,829)

RECONCILIATION OF FUNDS Total funds brought forward

494,738

552,567

TOTAL FUNDS CARRIED FORWARD

473,786

494,738

FUNDS Unrestricted funds: General fund Designated fund - BASCO

Restricted funds: Performance recorded texels fund TOTAL FUNDS

The notes form part of these financial statements

Page 7

Page 8

continued...

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

BALANCE SHEET - CONTINUED At 31 March 2009

NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 March 2009

These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small charitable companies and with the Financial Reporting Standard for Smaller Entities (effective January 2007). The financial statements were approved by the Board of Trustees on 28 August 2009 and were signed on its behalf by:

ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention, with the exception of investments which are included at market value, and in accordance with the Financial Reporting Standards for Smaller Entities (effective January 2007), the Companies Act 1985 and the requirements of the Statement of Recommended Practice, Accounting and Reporting by Charities (SORP 2005). Incoming resources All incoming resources are included on the Statement of Financial Activities when the charity is legally entitled to the income and the amount can be quantified with reasonable accuracy.

T Healy - Chairman -Trustee The subscription year runs to 30 September. Subscription income is accounted for on an accruals basis, with six months income deferred at the accounting year end. Resources expended Expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all cost related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Long leasehold BASCO database Fixtures and fittings Computer equipment

-Straight line over period of lease (ends 2018) -33% reducing and 10% straight line -33% on reducing balance -33% on reducing balance

Stocks Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Taxation The charity is exempt from corporation tax on its charitable activities. Fund accounting Unrestricted funds can be used in accordance with the Society’s charitable objectives at the discretion of the trustees, including the creation of specific designated, but still unrestricted funds, such as the BASCO fund. Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes. Further explanation of the nature and purpose of each fund is included in the notes to the financial statements. Operating leases Costs in respect of operating leases are charged in arriving at the operating surplus on a straight line basis over the lease term. Pension costs and other post-retirement benefits The charitable company operates a defined contribution pension scheme. Contributions payable to the charitable company's pension scheme are charged to the Statement of Financial Activities in the period to which they relate. The notes form part of these financial statements Page 9

Page 10

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED for the year ended 31 March 2009

SUPPORT COSTS

Wages and staff costs Social security Pensions Travel and subsistence Office costs Postage and stationery Leasing Legal and professional Other costs Bad debts Bank charges Depreciation

2009 £ 165,525 14,268 2,254 12,047 39,619 33,222 7,648 12,149 8,614 (711) 2,532 29,913

2008 £ 157,995 14,656 4,300 15,296 45,250 37,820 8,968 12,600 6,510 7,381 2,268 29,279

327,080

342,323

Net resources are stated after charging/(crediting): 2009 £ 2,800 29,913

Auditors' remuneration Depreciation - owned assets

2008 £ 2,700 29,279

TRUSTEES' REMUNERATION AND BENEFITS There were no trustees' remuneration or other benefits for the year ended 31 March 2009 nor for the year ended 31 March 2008. Trustees' Expenses Expenses totalling £9,818 (2008: £10,170) were reimbursed to trustees.

8. 3.

NET INCOMING/(OUTGOING) RESOURCES

STAFF COSTS

ALLOCATION OF SUPPORT COSTS

Fundraising and publicity costs Membership Registrations

2009 £ 72,955 47,520 206,605

2008 £ 60,737 57,408 224,178

327,080

342,323

Wages and salaries Social security costs Other pension costs

2009 £ 165,525 14,268 2,254

2008 £ 157,995 14,656 4,300

182,047

176,951

The average monthly number of employees during the year was as follows: 4.

FUNDRAISING AND PUBLICITY COSTS

Publications Sales and shows Stock purchases Publicity Support costs

2009 £ 26,427 44,045 5,398 14,126 72,955

2008 £ 29,914 68,304 4,933 18,005 60,737

162,951

181,893

Admin staff Chief executive

Chief executives’ emoluments

2009 6 1

2008 5 1

£ 64,617

£ 68,671

Chief executives’ emoluments include salary, pension contributions and benefits in kind. The 2009 figure relates to SJ McLean and J Yates combined, whereas 2008 purely relates to SJ McLean. No other employee received emoluments of more than £60,000.

GOVERNANCE COSTS

Travel costs re board meetings Meetings Audit and accountancy costs

Page 11

2009 £ 32,314 6,606 5,999

2008 £ 30,862 5,968 5,503

44,919

42,333

Page 12

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED for the year ended 31 March 2009

TANGIBLE FIXED ASSETS

10. Long leasehold £

BASCO database £

Fixtures and fittings £

Computer equipment £

Totals £

COST At 1 April 2008 Additions

160,393 -

31,259 -

50,559 -

62,238 5,313

304,449 5,313

At 31 March 2009

160,393

31,259

50,559

67,551

309,762

FIXED ASSET INVESTMENTS - continued CST Recorded Ram Marketing Group Limited Country of incorporation: England and Wales Nature of business: Promoting research work into improving sheep breeding and the marketing of sheep products. % Class of shares: holding Limited by guarantee 30 Sundry listed investment

DEPRECIATION At 1 April 2008 Charge for year

85,783 8,895

11,855 6,547

33,900 6,422

46,892 8,049

178,430 29,913

At 31 March 2009

94,678

18,402

40,322

54,941

208,343

The company holds a small listed investment of 300 ordinary 50p shares in Farmers First plc. This company is incorporated in the United Kingdom and registered in England and Wales. Its principal activity is to give assistance to UK livestock producers. The market value of these shares at the year end is not materially different to the cost of £300. 11.

10.

NET BOOK VALUE At 31 March 2009

65,715

12,857

10,237

12,610

101,419

At 31 March 2008

74,610

19,404

16,659

15,346

126,019

Listed investments £

Unlisted investments £

Totals £

MARKET VALUE At 1 April 2008 and 31 March 2009

300

80,000

80,300

NET BOOK VALUE At 31 March 2009

300

80,000

80,300

At 31 March 2008

300

80,000

80,300

2009 £

2008 £

24,398 4,979 10,506 13,422

40,447 8,006 1,148 16,478

53,305

66,079

Amounts falling due after more than one year: Other debtors – BASCO Data Limited loan

70,000

Aggregate amounts

123,305

136,079

Amounts falling due within one year: Trade debtors Other debtors Gift aid Prepayments

FIXED ASSET INVESTMENTS

There were no investment assets outside the UK.

DEBTORS

The loan to BASCO Data Limited of £70,000 is scheduled to be repaid by 2015. With effect from 2009, it is matched by the designated BASCO fund in reserves.

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

The company's investments at the balance sheet date in the share capital of companies include the following: Trade creditors Social security and other taxes Other creditors Deferred income - subscriptions Accrued expenses

BASCO Data Limited Country of incorporation: England and Wales Nature of business: Development of a Livestock Systems Database. % Class of shares: holding Ordinary 33 2009 £ 183,116 (22,176)

Aggregate capital and reserves Profit for the year

2008 £ 205,292 49,195

The investment in BASCO Data Limited, at a cost of £80,000, is matched by the designated BASCO fund in reserves. Page 13

Page 14

2009 £ 27,923 5,680 2,185 23,758 12,792

2008 £ 34,706 6,593 2,185 23,387 13,450

72,338

80,321

13.

THE BRITISH TEXEL SHEEP SOCIETY LIMITED

NOTES TO THE FINANCIAL STATEMENTS - CONTINUED for the year ended 31 March 2009

OPERATING LEASE COMMITMENTS

15.

The following operating lease payments are committed to be paid within one year:

Expiring: Within one year Between one and five years In more than five years

2009 £

2008 £

1,149 2,944 2,055

3,621 4,093 2,055

6,148

9,769

The Performance Recorded Texel fund was created by the transfer of cash assets from Elite Texel Sires UK Ltd to the Society on its closure. The funds are restricted and can only be used for the advancement of objective recording within the Texel Breed. During 2008 the funds were completely spent. The Board decided to continue to support this cost from general funds for 2009, but this decision has been reviewed and the decision reversed so that the support will cease during 2010. The BASCO fund of £150,000 is an unrestricted designated fund, created by the Trustees, which mirrors the investment in and the loan to BASCO Data Limited, This fund would be used to absorb any write down of the investment or loan, should the need arise.

16. 14.

PURPOSE OF FUNDS

RELATED PARTY DISCLOSURES

MOVEMENT IN FUNDS The Society holds an investment of 33% of the issued ordinary share capital of BASCO Data Limited Net movement in At 1.4.08 funds £ £ Unrestricted funds General fund Designated fund - BASCO

Restricted funds Performance Recorded Texel fund

TOTAL FUNDS

At 31 March 2009 BASCO Data Limited owed the Society the following: At 31.3.09 £

414,738 80,000

(90,952) 70,000

323,786 150,000

And the Society owed BASCO Data Limited the following:

494,738

(20,952)

473,786

Trade creditor

5,750

During the year the Society received from BASCO Data Limited: Sale of administration services Interest on loan

6,429 2,479

494,738

(20,952)

473,786

And the Society paid to BASCO Data Limited: Transaction charges

21,296

Net movement in funds, included in the above are as follows:

There were no other material related party transactions during the year.

Incoming resources £

Resources Movement in expended funds £ £

Unrestricted funds General fund

514,627

(535,579)

(20,952)

TOTAL FUNDS

514,627

(535,579)

(20,952)

Page 15

£ 70,000 88

Loan Trade debtor

Page 16

THE BRITISH TEXEL SHEEP SOCIETY LIMITED DETAILED STATEMENT OF FINANCIAL ACTIVITIES for the year ended 31 March 2009

BRITISH TEXEL SHEEP SOCIETY LIMITED 2009 PROXY VOTING FORM

2009 £

2008 £

, :H

«««««««««««««««««««««««««««««««« EHLQJ PHPEHU V RI 7KH %ULWLVK 7H[HO 6KHHS 6RFLHW\

/LPLWHG ZLWK )ORFN &RGH «««««««

INCOMING RESOURCES Pedigree records Subscriptions Publications Auctions Performance recorded texels Gift aid Interest receivable BASCO data Sundry income

288,696 55,153 16,938 85,004 36,972 11,249 11,004 5,884 3,727

292,118 61,313 17,009 62,136 27,816 13,494 18,015 40,535 3,821

Total incoming resources

514,627

536,257

KHUHE\ DSSRLQW «««««««««««««««««««««««««« and failing him,

the Chairman as my / our proxy to vote for me / us at the Meeting of the Society to be held on Saturday, 7th November 2009 at 3.30 p.m. at The Moorside Grange Hotel & Spa, Higher Disley, Southport, Cheshire, SK12 2AP, and at every adjournment thereof such proxy to vote for or against the resolutions set out below as indicated in this form or proxy. RESOLUTION: To Approve Minutes of 35th AGM held on 15/11/08 in South West area For

For

RESOURCES EXPENDED

««««««««

Against

««««««««

RESOLUTION: To Receive And adopt the statement of accounts & balance sheet for the Society year ending 31/03/09 ««««««««

Against

««««««««

RESOLUTION: To Re-appoint Dafferns & Co as auditors of the Society & to authorise Texel Board of Directors to fix their

Publications Sales and shows Performance recorded texels Stock purchases BASCO costs Travel Publicity Postage and stationery Project costs Wages and staff costs Social security Pensions Meetings Travel and subsistence Office costs Leasing Legal and professional Auditors' remuneration Other costs Bad debts Bank charges Depreciation of tangible fixed assets

26,427 44,045 51,950 5,398 21,634 32,314 14,126 15,188 165,889 13,904 2,254 6,606 12,047 57,653 7,648 12,149 5,999 8,614 (711) 2,532 29,913

29,914 68,304 45,393 4,933 31,717 30,862 18,005 37,820 11,164 157,995 14,656 4,300 5,968 15,296 45,250 8,968 12,600 5,503 6,510 7,381 2,268 29,279

Total resources expended

535,579

594,086

Net income/(expenditure)

(20,952)

(57,829)

This page does not form part of the statutory financial statements Page 17

remuneration

For

««««««««

Against

««««««««

RESOLUTION: To Approve An increase in the Adult Annual Subscription from £30 to £50 +VAT and the Junior Subscription from £15 to £25 + VAT

For

««««««««

Against

««««««««

RESOLUTION: Subject to the passing of the resolution to approve the increase In subscription as detailed in the immediately preceding resolution that such increase take effect from 1st October 2009 For

Signed «««««««««««««««««««««« « Member

Date

««««««««

Against

««««««««

«««««««««««««««««««««««««

Notes to the proxy form 1.

As a member of the Society you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Society. You can only appoint a proxy using the procedures set out in these notes.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

A proxy must be a member of the Society and must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

To direct your proxy how to vote on the resolutions mark the appropriate space with an 'X'. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

To appoint a proxy using this form, the form must be: x completed and signed; x so as to reach the Society at the National Agricultural Centre, Stoneleigh Park, Kenilworth, Warwickshire CV8 2LG or at the registered office The Mechanics Workshop, New Lanark, Lanark, Scotland, ML11 9DB not less than 48 hours before the time appointed for holding the meeting.

Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

FOR CONVENIENCE PLEASE RETURN TO ±THE SOCIETY OFFICE, NATIONAL AGRICULTURAL CENTRE, STONELEIGH PARK KENILWORTH, WARWICKSHIRE CV8 2LG NO LATER THAN 48 HOURS PRIOR TO THE ANNUAL GENERAL MEETING