AAAP.L Regulatory News (AAAP)

ANGLO AFRICAN AGRICULTURE PLC - Final Results

PR Newswire

London, February 18

Anglo African Agriculture plc(“AAA” or the “Company”)

Final Results

The Board is pleased to present the results for the Company for the year ended 31 October 2015.

Chairman’s Statement

For The Year Ended 31 October 2015

2015 may well prove to have been a pivotal year for your Company as many key decisions have been taken that we hope will give the group a positive future. Acquisitions have been extremely difficult for a host of reasons not least challenging market conditions for small cap companies and our falling share price. The Board has therefore decided that it had to put the Company into a position where it could grow substantially organically and for that reason also we have withdrawn from spending too much time considering the sort of corporate actions that were being presented to us.

To get to a position where we can achieve substantial organic growth we have had to make some significant changes which have had an impact on 2015 but should leave us in a better position.

We have moved our main operation, Dynamic Intertrade to a much larger facility in Cape Town. We have achieved Food Safety System Certification (FSSC) accreditation and installed a steam steriliser. This has incurred costs but also gives us a fairly unique position in the region.

Craig Forbes, our former CEO stepped down from his position and left the Company in December 2015. I would like to take this opportunity to thank Craig for taking the Company this far and wish him well. We have recruited Mark Neilson to be the new CEO of Dynamic Intertrade. Mark is well experienced in the food industry having worked in roles ranging from quality control, product development, product management, sales and marketing in companies involved with spices, seasonings and functional ingredients.

I am delighted that Neil Herbert has agreed to re-join the board with effect from 8 February 2016 and take on the role of Chairman. I stood down as your Chairman on that date but I will remain as a Non-Executive Director and my support and enthusiasm for the business remain as strong as ever.

We are now listed on the Main Market of the London Stock Exchange with a standard listing, which should make us more attractive to institutional investors.

Andrew Monk, Non-Executive Director

18 February 2016

For further information please contact:

Strategic Report

For The Year Ended 31 October 2015

Review of the Group’s Business

Dynamic Intertrade was acquired by Anglo African Agriculture plc (“AAA”) in a reverse takeover that was completed in July 2014.

Dynamic is based in Cape Town, South Africa and is involved in the importation, milling, blending and packaging of agricultural products that include herbs, spices, seasonings and confectionary for both the domestic and export markets. Dynamic’s commercial activities fall into three principal categories: milling and/or blending of herbs and spices; extraction of guar gum from guar beans; and bulk trading of agricultural products. Dynamic recorded a decline in top line growth in the year ended 31st October 2015. This decline was largely due to the move of the operation from Brits to Cape Town, the depreciation of the Rand and losing a major customer. As a result, Dynamic recorded an operating loss (excluding losses from exchange differences) for the period of ZAR4m against a loss of ZAR1.1m in 2014. This was offset to a limited degree by the performance of our joint guar bean venture, African Projects & Ventures (Pty) Ltd (“APV”), where we hold a 49.9% interest.

The APV operation has remained in Brits. It should be noted that the price of Guar gum has been adversely affected by the falling oil price.

The Dynamic premises now have FSSC accreditation and also we have successfully installed a Steam Sterilizing plant. The facility in Cape Town is significantly larger than previously in Brits and so the operation now has the capability to expand its volume of turnover significantly in the future.

Acquisition Strategy

The Directors’ strategy is to develop the business of Dynamic both organically and by acquisition. It is intended that future acquisitions made by the Company will be complementary to Dynamic’s business and relate to production, transportation and trading of food products in sub-Saharan Africa, including the acquisition of land for food production. The Company has access to a range of prospects through the Directors’ extensive contact network and actively reviews other acquisition opportunities.

Key Performance Indicators

Strategic Report (Continued)

For The Year Ended 31 October 2015

Loan Facility

AAA lent Dynamic £500,000 repayable over a period of five years from the first anniversary of drawdown. The loan bears interest at 2% above LIBOR. Under the Loan Facility, AAA nominated a director to the board of Dynamic. The net amount repaid by Dynamic to AAA is £185,000 of which £110,000 was repaid in the year.

Principal Risks and Uncertainties

The Directors consider the following risk factors are of particular relevance to the Group’s activities. It should be noted that the list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. The risk factors are summarised below:

i. Development Risk

The Group’s development will be dependent on the ability of the Directors to expand the current business and identify suitable investment opportunities and to implement the Group’s strategy. There is no assurance that the Group’s activities will be successful in acquiring a suitable investment.

ii. Sector Risk

The agriculture sector is a highly competitive market and many of the competitors will have greater financial and other resources than the Company and as a result may be in a better position to compete for opportunities.

The development of agricultural enterprises involves significant uncertainties and risks including unusual climatic conditions such as drought, improper use of pesticides, availability of labour and seasonality of produce, any one of which could result in damage to, or destruction of crops, environmental damage or pollution all of which could have a material adverse impact on the business, operations and financial performance of the Group.

The market price of agricultural products and crops is volatile and is affected by numerous factors which are beyond the Group’s control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events and international events as well as a range of other market forces. Sustained downward movements in agricultural prices could render less economic, or uneconomic, any development or investing activities to be undertaken by the Group. Certain agricultural projects involve high capital costs and associated risks. Unless such projects enjoy long term returns, their profitability will be uncertain resulting in potentially high investment risk.

iii. Country Risk

African countries experience varying degrees of political instability. There can be no assurance that political stability will continue in those countries where the Group in the future may have operations. In the event of political instability or changes in government policies in those countries where the Group may operate, the operations and financial condition of the Group could be adversely affected.

iv. Financing Risk

The development of the Group’s business may depend upon the Group’s ability to obtain financing primarily through the raising of new equity capital or debt. The Group’s ability to raise further funds may be affected by the success of existing and acquired investments. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, the Group may be required to reduce the scope of its investments or the anticipated expansion. Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not available.

Strategic Report (Continued)

For The Year Ended 31 October 2015

v. Credit Risk

The directors have reviewed the forecasts prepared by both AAA and Dynamic and believe that Dynamic has adequate resources available to meet its obligations to make capital repayments of the loan to AAA.

In the event that Dynamics trading performance is below that forecast, AAA will exercise a degree of flexibility on the repayment timetable. With the Dynamic turnover increasing and the Group forecasting profitability there is no requirement for any impairment charge.

vi. Liquidity Risk

The Directors have reviewed the working capital requirements of both AAA and Dynamic and believe that, following stress tests and variance analysis on the forecasts, there is sufficient working capital to fund the business while expanding turnover and achieving sustainable profitability.

Going Concern

The day to day working capital requirements and investment objectives are met by existing cash resources and the issue of equity. At 31 October 2015 the Group had a cash balance of £63,893 (31 October 2014 - £90,456). The Group’s forecasts and projections, taking into account reasonably possible changes in the level of overhead costs, show that the Group should be able to operate within its available cash resources. The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the BoardAndrew Monk, Non-Executive Director

18 February 2016

Directors’ Report

For The Year Ended 31 October 2015

The Directors present their Report and Financial Statements for the year ended 31 October 2015.

Principal Activities

The principal activity of the Group in the period was investing and trading in the agriculture sector in Africa.

Investing Policy

AAA was established as a means to invest in or acquire companies engaged in the agriculture sector in Africa. The Directors intend to use their collective experience to identify appropriate investment opportunities in the production, transportation and trading of food products.

Directors

The following Directors have held office in the period:

Andrew Monk

Craig Anthony Forbes (resigned 31 December 2015)

Neil Herbert (resigned 30 March 2015)

George Roach (Appointed 31 October 2014)

Andrew Monk, Non-Executive Chairman

Andrew has a successful stock broking career spanning 30 years. In that time he has built up strong relationships with many major UK institutions. He was employed by Hoare Govett ABN AMRO for 11 years before founding Oriel Securities as Joint CEO. Andrew later became CEO of Blue Oar Plc, and Chief Executive of VSA Capital, an investment banking and institutional broking firm focussed on natural resources, including agriculture.

Neil Herbert, Non-Executive Director

Neil is an entrepreneur and investor with a strong background of managing African businesses and experience in the food processing industry. Neil has worked in the resource sector since he joined Chilean copper miner Antofagasta PLC in 1998, having previously been employed by PwC in Europe. Until May 2013, he was Co-Chairman and Managing Director of Polo Resources Ltd. Neil has managed companies through project acquisitions, disposals, mine development, stock market listings and fund raising and has considerable experience as a director.

George Roach, Non-Executive Director

George Roach is an experienced, senior business leader and entrepreneur who has spent his career in the resources sector mainly in Sub-Saharan Africa. He is, inter alia, currently Chief Executive Office of Premier African Minerals Inc., an AIM quoted, African resources group of companies.

The Directors have received no remuneration in the year ended 31 October 2015. As at 31 October 2015, the Directors of the Company held the following shares:

Directors’ Report (Continued)

For The Year Ended 31 October 2015

Andrew Monk’s entire shareholding is held in his SIPP.

George Roach’s shareholding is held through Corestar Holdings Limited. The CocRoach and Corestar holdings were consolidated in the year. There have been no other changes in the directors interests.

As at 31 October 2015 the Directors share options were:

Substantial Interests

The Group has been informed of the following shareholdings that represent 3% or more of the issued Ordinary Shares of the Company as at 31 October 2015:

The total warrants and options outstanding at 31 October 2015 were 18,155,798 (2014 - 39,494,844). Refer to note 25 for more detail.

Dividends

No dividends will be distributed for the current period (2014 - nil).

Directors’ Report (Continued)

For The Year Ended 31 October 2015

Supplier Payment Policy

It is the Group’s payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.

Auditors

Jeffreys Henry LLP has expressed its willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

· Select suitable accounting policies and then apply them consistently;

· Make judgements and accounting estimates that are reasonable and prudent;

· State whether the Company financial statements have been prepared in accordance with IFRS as adopted by the European Union subject to any material departures disclosed and explained in the Financial Statements;

· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.

The Directors are responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website.

Statement of Disclosure to Auditors

Each person who is a Director at the date of approval of this Annual Report confirms that:

· So far as the Directors are aware, there is no relevant audit information of which the Group’s auditors are unaware; and

· Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

· Each Director is aware of and concurs with the information included in the Strategic Report.

Directors’ Report (Continued)

For The Year Ended 31 October 2015

Branches Outside the UK

The Group head office is in London and the Dynamic Intertrade Pty Limited office is in South Africa.

Post Balance Sheet Events

Further information on events after the reporting date are set out in note 28.

The Directors’ have chosen to produce a Strategic Report that discloses a fair review of the Group’s business, the key performances metrics that the Directors review along with a review of the key risks to the business.

On Behalf of the BoardAndrew Monk, Non-Executive Director

18 February 2016

Directors’ Remuneration Report

Introduction

The information included in this report is not subject to audit other than where specifically indicated.

Remuneration Committee

The remuneration committee consists of Andrew Monk and George Roach. This committee's primary function is to review the performance of executive directors and senior employees and set their remuneration and other terms of employment.

The company has only had one executive director and no senior employees.

The committee is also responsible for administering any share option scheme. The only such scheme in place is the Executive Share Option Scheme, which has been approved by HM Revenue & Customs. There are options in respect of 7,356,184 shares at an exercise price of 1p per share and these are held by directors of the company and of Dynamic Intertrade (Pty).

The remuneration committee determines the company's policy for the remuneration of executive directors, having regard to the UK Corporate Governance Code and its provisions on directors' remuneration.

The remuneration policy

It is the aim of the committee to remunerate executive directors competitively and to reward performance.

The following table includes a performance graph comparing the total shareholder return of an ordinary share in AAA against the total shareholder return of the FTSE All-Share Index. It covers the period from the date of the listing. The remuneration committee considers the FTSE All-Share Index to be an appropriate comparator for total shareholder return performance.

Service agreements and terms of appointment

The one executive director has a service contract with the company’s subsidiary company, Dynamic Intertrade (Pty) Limited. The non- executive directors do not have service contracts with the Company.

Directors’ Remuneration Report (continued)

Directors' interests

The directors' interests in the share capital of the company are set out in the Directors’ report.

Directors' emoluments

Details of the remuneration package of the one executive director are included in note 7 – notes to the Consolidated Financial statements.

No pension contributions were made by the company on behalf of its directors.

Approval by shareholders

At the next annual general meeting of the company a resolution approving this report is to be proposed as an ordinary resolution.

This report was approved by the board on 18 February 2016

On Behalf of the Board

Andrew Monk, Committee Chairman

18 February 2016

Corporate Governance

Policy

The policy of the board is to manage the affairs of the company with reference to the UK Corporate Governance Code, which is publicly available from the Financial Reporting Council. During the year the company changed from an ISDX listing to a standard listing on the Main Market of the London Stock Exchange.

Application of principles of good governance by the board of directors

The board currently comprises the three non-executive directors: Neil Herbert, Andrew Monk and George Roach.

The executive director, Craig Forbes resigned on 31 December 2015.

Andrew Monk acted as chairman throughout the year. Andrew Monk will stand down as chairman on 8 February 2016 and will be replaced by Neil Herbert on the same date.

The articles of association require a third, but not greater than a third, of the directors to retire by rotation each year.

There are regular board meetings each year and other meetings are held as required to direct the overall company strategy and operations. Board meetings follow a formal agenda covering matters specifically reserved for decision by the board. These cover key areas of the company's affairs including overall strategy, acquisition policy, approval of budgets, major capital expenditure and significant transactions and financing issues.

The board has delegated certain responsibilities, within defined terms of reference, to the audit committee and the remuneration committee as described below. The appointment of new directors is made by the board as a whole. During the year ended 31 October 2015, there were 3 formal board meetings, 1 audit committee meeting and 1 remuneration committee meeting. All meetings were fully attended.

The board undertakes a formal annual evaluation of its own performance and that of its committees and individual directors, through discussions and one-to-one reviews with the Chairman and the senior independent director.

Audit committee

The audit committee is currently headed by Andrew Monk, the Chairman, and also comprises George Roach. The committee's terms of reference are in accordance with the UK Corporate Governance Code. The committee reviews the company's financial and accounting policies, interim and final results and annual report prior to their submission to the board, together with management reports on accounting matters and internal control and risk management systems. It reviews the auditors' management letter and considers any financial or other matters raised by both the auditors and employees.

The committee considers the independence of the external auditors and ensures that, before any non-audit services are

provided by the external auditors, they will not impair the auditors' objectivity and independence. During the year non-audit services totalled £20,000 (2014 – £45,000) and covered normal taxation and other related compliance work, which did not impact on the auditors' objectivity or independence.

There is currently no internal audit function within the Group. The directors consider that this is appropriate of a Group of this size.

The committee has primary responsibility for making recommendations to the board in respect of the appointment, re-appointment and removal of the external auditors.

On Behalf of the Board

Andrew Monk, Non-Executive Director

18 February 2016

Independent Auditors’ Report

To the Members of Anglo African Agriculture Plc

We have audited the financial statements of Anglo African Agriculture PLC for the year ended 31 October 2015 which comprise the statement of consolidated comprehensive income, consolidated statement of changes in equity, consolidated statement of financial position, consolidated statement of cash flows, company statement of the financial position, the company statement of changes in equity, the company statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the Group’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group’s members 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 Group and the Group’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective Responsibilities of Directors and Auditors

As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the Audit of the Financial Statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Chairman’s Statement, the Strategic Report and the Directors’ Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on Financial Statements

In our opinion:

· The financial statements give a true and fair view of the state of the Group and the Parent Company’s affairs as at 31 October 2015 and of the Group’s loss for the year then ended;

· The financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;

· Have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter – going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in Note 2.a which describes the assumptions made in assessing the going concern basis that these financial statements are prepared under. Specifically the note states that the cash flow requirements of the Group for the foreseeable future are contingent on the Group being able to increase sales and maintain its invoice financing arrangements. The Group made a loss of £389,553 (2014: £353,509) and at the statement of financial position date of 31 October 2015 the Group had net current liabilities of £102,573 (2014: net current assets £364,364) and the parent company had net current assets of £91,274 (2014: £139,874). These conditions, along with other matters explained in note 2.a to the financial statements, indicate the existence of material uncertainty which may cast doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Opinion on Other Matter Prescribed by the Companies Act 2006

In our opinion the information given in the Directors’ report for the financial period for which the financial statements are prepared is consistent with the financial statements.

Independent Auditors’ Report (Continued)

Matters for Which We are Required to Report by Exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· Adequate accounting records have not been kept by the Group, or returns adequate for our audit have not been received from branches not visited by us; or

· The Group’s financial statements are not in agreement with the accounting records and returns; or

· Certain disclosures of Directors’ remuneration specified by law are not made; or

· We have not received all the information and explanations we require for our audit.

Sanjay ParmarSenior Statutory Auditor18 February 2016

For and on behalf of Jeffreys Henry LLP, Statutory Auditor:Finsgate5-7 Cranwood StreetLondonEC1V 9EE

Consolidated Statement of Comprehensive Income

For the Year Ended 31 October 2015

Since there is no other comprehensive loss, the loss for the period is the same as the total comprehensive loss for the period attributable to the owners of the Group.

Consolidated Statement of Changes In Equity

For the Year Ended 31 October 2015

Share capital is the amount subscribed for shares at nominal value.

Retained losses represent the cumulative loss of the Group attributable to equity shareholders.

The share premium has arisen on the issue of shares at a premium to their nominal value.

Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.

Consolidated Statement of the Financial Position

As at 31 October 2015

The notes on pages 24 to 43 form part of these financial statements.

Approved by the Board and authorised for issue on 18 February 2016Andrew Monk, Non-Executive DirectorCompany Registration No. 07913053

Consolidated Cash Flow Statement

For the year ended 31 October 2015

The notes on pages 24 to 43 form part of these financial statements

Company Statement of the Financial Position

As at 31 October 2015

The notes on pages 24 to 43 form part of these financial statements.

Approved by the Board and authorised for issue on 18 February 2016.Andrew Monk, Non-Executive DirectorCompany Registration No. 07913053

Company Cash Flow Statement

For the year ended 31 October 2015

The notes on pages 24 to 43 form part of these financial statements.

Company Statement of Changes in Equity

For the Year Ended 31 October 2015

Share capital is the amount subscribed for shares at nominal value.

Retained losses represent the cumulative loss of the Company attributable to equity shareholders.

The share premium has arisen on the issue of shares at a premium to their nominal value.

Share-based payments reserve relate to the charge for share-based payments in accordance with IFRS 2.

Notes to the Consolidated Financial Statements

1. General Information

Anglo African Agriculture plc is a company incorporated in the United Kingdom. Details of the registered office, the officers and advisers to the Company are presented on the Directors and Advisers page at the beginning of this report. The Company is listed on the London Stock Exchange main market. The information within these financial statements and accompanying notes have been prepared for year ended 31 October 2015 with comparatives for year ended 31 October 2015

2. Basis of Preparation and Significant Accounting Policies

The consolidated financial statements of Anglo African Agriculture plc have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS’s as adopted by the EU), IFRS Interpretations Committee and the Companies Act 2006 applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management’s experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

a. Going Concern

These financial statements have been prepared on the assumption that the Group is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report. The forecast cash-flow requirements of the business are contingent upon the ability of the Group to generate future sales and to maintain its invoice financing arrangements.

After making enquiries, the Directors firmly believe that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

New and Amended Standards Adopted by the Company

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 November 2014 that would be expected to have a material impact on the Group.

Standards, Interpretations and Amendments to Published Standards which Are Not Yet Effective

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 November 2014 and have not been early adopted:

Notes to the Consolidated Financial Statements (Continued)

Notes to the Consolidated Financial Statements (Continued)

The Directors anticipate that the adoption of these standards and the interpretations in future periods will have no material impact on the financial statements of the Group.

Notes to the Consolidated Financial Statements (Continued)

b. Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31st October each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Where certain assets of the subsidiary are measured at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the related assets (i.e. reclassified to profit or loss or transferred directly to retained earnings). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 “Financial Instruments: Recognition and Measurement” or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

· Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;

· Liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment transactions with share-based payment transactions of the Group are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and

· Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after assessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Notes to the Consolidated Financial Statements (Continued)

Joint Ventures and Associates

A joint venture is a contractual agreement under which two or more parties conduct an economic activity and unanimous approval is required for the financial and operating policies. Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding between 20% and 50% of the voting rights. Joint ventures and associates are accounted for using the equity method, which involves recognition in the consolidated income statement of AAA’s share of the net result of the joint ventures and associates for the year. Accounting policies of joint ventures and associates have been changed where necessary to ensure consistency with the policies adopted by the Group. AAA’s interest in a joint venture or associate is carried in the statement of financial position at its share in the net assets of the joint venture or associate together with goodwill paid on acquisition, less any impairment loss. When the share in the losses exceeds the carrying amount of an equity-accounted company (including any other receivables forming part of the net investment in the company), the carrying amount is written down to nil and recognition of further losses is discontinued, unless we have incurred legal or constructive obligations relating to the company in question.

c. Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:

Useful lives and depreciation method are reviewed and adjusted if appropriate, at the end of each reporting period.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the relevant asset, and is recognised in profit or loss in the year in which the asset is derecognised.

d. Investments in Subsidiaries

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

e. Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined using specific identification and in the case of work in progress and finished goods, comprises the cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and applicable selling expenses.

When the inventories are sold, the carrying amount of those inventories is recognised as an expense in the year in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the year in which the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as an expense in the year in which the reversal occurs.

Notes to the Consolidated Financial Statements (Continued)

f. Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely dependent on those from other assets. Where the carrying amount of an asset or cash generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.

Impairment losses are recognised in profit or loss in those expense categories consistent with the function of the impaired asset, except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount.

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. This increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in the profit and loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

g. Financial Instruments

Financial assets and financial liabilities are recognised on the statement of financial position when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the income statement.

i. Financial Assets

The Group’s accounting policies for financial assets are set out below.

Management determine the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired and where allowed and appropriate, re-evaluate this designation at every reporting date.

All financial assets are recognised on a trade date when, and only when, the Group becomes a party to the contractual provisions of an instrument. When financial assets are recognised initially, they are measured at fair value plus transaction costs, except for those finance assets classified as at fair value through profit or loss (‘FVTPL’), which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets at FVTPL, ‘held-to-maturity’ investments, ‘available for sale’ (AFS) financial assets and loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

Notes to the Consolidated Financial Statements (Continued)

i. Financial Assets

De-recognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, impairment loss is determined and recognised based on the classification of the financial asset.

Loans and receivables (including trade receivables, prepayments, deposits and other receivables, cash and bank balances) are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market.

At each reporting date subsequent to initial recognition, loans and receivables are carried at amortised cost using the effective interest method, less any identified impairment losses. An impairment loss is recognised in the statement of comprehensive income when there is objective evidence that the asset is impaired, and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the original effective interest rate. Impairment losses are reversed in subsequent periods when an increase in the asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to a restriction that the carrying amount of the asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

ii. Financial Liabilities and Equity

Financial liabilities and equity are recognised on the Group’s statement of financial position when the Group becomes a party to a contractual provision of an instrument. Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of transaction costs.

The Group’s financial liabilities include amounts due to a director, trade payables and accrued liabilities. These financial liabilities are classified as FVTPL are stated at fair value with any gains or losses arising on re-measurement recognised in profit or loss. Other financial liabilities, including borrowings are initially measured at fair value, net of transaction costs.

Other financial liabilities, including borrowings, are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial liabilities are de-recognized when the obligation specified in the relevant contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability derecognised and the consideration paid is recognised in the statement of comprehensive income.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and a recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.

iii. Trade and Other Receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment losses for bad and doubtful debts, except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of

Notes to the Consolidated Financial Statements (Continued)

iii. Trade and Other Receivables (Continued)

discounting would be material. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

iv. Trade and Other Payables

Liabilities for trade and other payables which are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method, unless the effect of discounting would not be material, in which case they are stated at cost.

v. Fair Values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at the balance sheet date approximated their fair values, due to the relatively short term nature of these financial instruments.

h. Borrowings

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

Borrowings are initially recorded at fair value, net of transaction costs and subsequently carried for at amortised costs using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the balance sheet date are included in current borrowings in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorised for issue.

i. Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for the sales of goods and the use by others of the Group’s assets yielding interest, net of rebates and discounts.

Revenue on sales of goods is recognised on the transfer of risks and rewards of ownership, which generally coincides with the time when the goods are delivered to customers and title has been passed.

Interest income from a financial asset, is recognised on an accrual basis using the effective interest rate method by applying the rate that exactly discounts the estimated future cash receipts through the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

j. Cost of Sales

Cost of sales consists of all costs of purchase and other directly incurred costs.

Cost of purchase comprises the purchase price, import duties and other taxes (other than those subsequently recoverable by the Group from the taxing authorities), if any, and transport, handling and other costs directly attributable to the acquisition of goods. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase. Cost of conversion primarily consists of hiring charges of subcontractors incurred during the course of conversion.

k. Borrowing Costs

Borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Notes to the Consolidated Financial Statements (Continued)

l. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of the each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

m. Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

n. Provisions and Contingencies

Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the statement of financial position date, and are discounted to present value where the effect is material. Provisions are not recognised for future operating losses.

Notes to the Consolidated Financial Statements (Continued)

n. Provisions and Contingencies (Continued)

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

When the effect of discounting is material, the amount recognised for a provision is the present value at the reporting date of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of comprehensive income.

Contingent liabilities are not recognised in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.

n. Share Capital

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

o. Foreign Currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recorded in the respective functional currency (i.e. the currency of the primary economic environment in which the entity operates) at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on translation of monetary items, are recognised in profit or loss in the period in which they arise. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in other comprehensive income, in which cases, the exchange differences are also recognised directly in other comprehensive income.

For the purposes of presenting the consolidated financial statements, assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Group (i.e. South African Rand) at the rate of exchange prevailing at the end of the reporting period, and their income and expenses are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case, the exchange rates prevailing at the dates of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

The principal exchange rates during the year are set out in the table below:

p. Finance Leases

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are treated as a reduction of the lease obligation on the remaining balance of the liability.

Notes to the Consolidated Financial Statements (Continued)

p. Finance Leases (Continued)

Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised. Contingent rentals are recognised as expenses in the periods in which they are incurred.

q. Operating Leases

Where the Group has the use of assets held under operating leases, payment made under the leases are charged to profit or loss over the accounting periods covered by the lease term except where an alternative basis is more representative of the pattern of benefits to be derived from the leased asset. Lease incentives received are recognised in profit or loss as an integral part of the aggregate net lease payments made. Contingent rentals are charged to profit or loss in the accounting period in which they are incurred.

r. Employee Benefits

Salaries, annual bonuses, paid annual leave and the cost to the Group of non-monetary benefits are accrued in the period in which employees of the Group render the associated services. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

s. Segmental Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Directors who make strategic decisions.

3. Critical Accounting Estimates and Judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the application of the Group’s accounting policies, which are described above, management is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

a. Inventory Valuation

Inventory is valued at the lower of cost and net realisable value. Net realisable value of inventories is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling expenses. These estimates are based on the current market conditions and the historical experience of selling products of a similar nature. It could change significantly as a result of competitors’ actions in response to severe industry cycles. The Group reviews its inventories in order to identify slow-moving merchandise and uses markdowns to clear merchandise. Inventory value is reduced when the decision to markdown below cost is made.

b. Impairment of Receivables

The Group’s management reviews receivables on a regular basis to determine if any provision for impairment is necessary. The policy for the impairment of receivables of the Group is based on, where appropriate, the evaluation of collectability and ageing analysis of the receivables and on management’s judgement. A considerable amount of judgement is required in assessing the ultimate realisation of these outstanding amounts, including the current creditworthiness and the past collection history of each debtor. If the financial conditions of debtors of the Group were to deteriorate, resulting in an impairment of their ability to make payments, provision for impairment may be required.

Notes to the Consolidated Financial Statements (Continued)

c. Income Taxes

The Group is subject to income taxes in South Africa and the UK. Significant judgement is required in determining the provision for income taxes and the timing of payment of the related tax. There are certain transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax provision in the period in which such determination is made.

d. Share Based Payments

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management’s best estimate of future share price behaviour based on past experience, future expectations and benchmarked against peer companies in the industry.

e. Depreciation and Amortisation

The Group depreciates property, plant and equipment and amortises the leasehold land and land use rights on a straight-line method over the estimated useful lives. The estimated useful lives reflect the Directors’ estimate of the periods that the Group intends to derive future economic benefits from the use of the Group’s property, plant and equipment.

4. Segmental Reporting

In the opinion of the Directors, the Group has one class of business, being the trading of agricultural materials. The Group’s primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is South Africa. All revenues and costs are derived from the single segment.

5. Other Income

Other income includes an insurance claim received and profit on the sale of non-current assets.

Notes to the Consolidated Financial Statements (Continued)

6. Personnel Expenses and Staff Numbers (Including Directors)

7. Directors’ Remuneration

8. Finance Costs

9. Expenses - Analysis by Nature

Notes to the Consolidated Financial Statements (Continued)

10. Taxation

The charge for the year can be reconciled to the profit before taxation per the consolidated statement of comprehensive income as follows:

The Company has excess management expenses of £81,899 (2014 - £50,936) available for carry forward against future trading profits. The deferred tax asset in these tax losses at 20% of £16,380 (2014 - £10,187) has not been recognised due to the uncertainty of recovery.

11. Earnings Per Share

Earnings per share data is based on the Group result for the year and the weighted average number of shares in issue.

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. As at 31 October 2015 there were 12,638,660 (31 October 2014 - 32,138,660) outstanding share warrants and 5,517,138 (2014 - 7,356,184) outstanding options, both are potentially dilutive.

Notes to the Consolidated Financial Statements (Continued)

12. Dividends

13. Company Result for the Year

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The operating loss of the parent Company for the year ended 31 October 2015 was £153,907 (2014:loss of £234,657).

14. Non-Current Asset Investments

As at 31 October 2015, the Company directly and indirectly held the following subsidiaries:

The group had a 49.9% interest in Africa Projects and Ventures, a joint venture with Lamberti based in South Africa.

15. Long-Term Loan

This is an interest free long term loan made to Africa Projects and Ventures.

Notes to the Consolidated Financial Statements (Continued)

16. Goodwill

Goodwill has been calculated as £226,644 and is measured as the excess of the sum of the consideration paid and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill has been tested for impairment as at the balance sheet date. The recoverable amount of goodwill at 31 October 2015 was assessed on the basis of value in use. As this exceeded the carrying values no impairment loss was recognised.

The key assumptions in the calculation to assess value in use are future revenues and the ability to generate future cash flows. The most recent financial results and forecasts for the next year were used, followed by an extrapolation of future cash flows using a price earnings ratio. The projected results were discounted at a rate which is a prudent evaluation of the pre-tax rate that reflects current market assessments of the time value of money and risks specific to the cash-generating unit.

The key assumptions used in the value in use calculations in 2015 were as follows:

- A discount rate of 10%

- Weighting of probabilities assigned to potential earnings.

The Directors believe the significance of the earning potential identified mean that the goodwill does not require impairment at this early stage.

17. Property, Plant and Equipment

Notes to the Consolidated Financial Statements (Continued)

The holding company held no tangible fixed assets at 31 October 2014 and 2015.

18. Inventories

19. Trade and other receivables

Group Trade receivables - These represent amounts receivable on the sale of agricultural products and are included after provisions for doubtful debts.

Company Receivables - The intercompany loan was made to Dynamic Intertrade (Pty) Limited in April 2013. Interest is being accrued at the rate of LIBOR +2% on this loan and the terms of repayment are a £100,000 capital repayment which falls due each year on the last business day in February starting with the first payment in February 2014. In view of the current tough trading conditions, an agreement to delay the repayment of the loan has been implemented. The interest receivable for the year ended 31 October 2015 on this loan is £9,821 (2014 - £11,416).

20. Cash and Cash Equivalents

21. Trade and Other Payables

Trade payables represent amounts due for the purchase of agriculture materials and administrative expenses. The Directors consider that the carrying amount of trade payables approximates to their fair value.

Notes to the Consolidated Financial Statements (Continued)

22. Share Capital

23. Retained Earnings

24. Reconciliation of Movements in Shareholders’ Funds

25. Share Based Payments Reserve

The Company has a share-ownership compensation scheme for senior executives of the Company whereby senior executives may be granted options to purchase Ordinary Shares in the Company.

Warrants

There are 12,638,660 warrants to subscribe for ordinary shares at 31 October 2015 (32,138,660 at 31 October 2014). Of these:-

· 2,761,330 warrants are exercisable at a price of 1.5p and were then issued as consideration to the joint financial advisers of the Company, Zeus Capital Limited and VSA Capital Limited.

· 9,877,330 warrants are exercisable at a price of 2.75p.

Notes to the Consolidated Financial Statements (Continued)

25. Share Based Payments Reserve (Continued)

Options

At 1 November 2014 there were 7,356,184 share options issued to the directors and a senior manager of the Company. Following the resignation of a Director, 1,839,046 were forfeited. As a result there were 5,517,138 options issued at 31 October 2015 and these expire on 5 September 2022.

The movement on the share based payment charge for the year was £4,783 (2014 - £nil) in respect of the issued options. The details of options and warrants are as follows:

The total warrants and options outstanding at 31 October 2015 were 18,155,798 (31 October 2014 - 39,494,844).

The number of warrants and options outstanding to the Directors that served in the period, as at 31 October 2015 were as follows:

The 1,839,046 options held by Craig Forbes expired with the termination of his employment on 31 December 2015.

The estimated fair value of the options in issue was calculated by applying the Black-Scholes option pricing model. The assumptions used in the calculation were as follows:

The share options outstanding at the year-end had a weighted average remaining contractual life of 6 years.

Notes to the Consolidated Financial Statements (Continued)

26. Related Party Transactions

The Chairman, Andrew Monk, is also a directors of VSA Capital Limited and that company provided services amounting to £37,500 (2014 - £53,256) to the Company during the period. The balance owed at the 31 October 2015 was £27,939 (2014 - nil).

There were no other related party transactions during the period to 31 October 2015.

27. Controlling Party Note

There is no single controlling party. Significant shareholders are listed in the Directors Report and Business Review.

28. Events Subsequent to 31 October 2015

Neil Herbert has agreed to re-join the board and this appointment will take place on 8 February 2016.

There were no other material events following the 31 October 2015 year end.

29. Financial Instruments Risks

The risks posed to the Company are set out in the Strategic Report. The Directors do not consider that there are any significant changes in the Company’s risk profile.