REG - Pacsco Ltd - FY 2025 Results
02/02/2026 07:00
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RNS Number : 1963R Pacsco Ltd 02 February 2026
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
2 February 2026
PACSCo Limited / Ticker: PACS / Index: AIM / Sector: Agriculture
PACSCo Limited ('PACSCo' or the 'Company')
FY 2025 Results
PACSCo is pleased to announce its audited annual results for the year ended 31
March 2025 (the "2025 Annual Results"). Copies will be posted to Shareholders
where appropriate. The Company will be posting its notice of Annual General
Meeting, and a further announcement will be made in due course.
Following the publication of the 2025 Annual Results, and publication of the
Company's interim accounts for the six month period ended 30 September 2025,
which is expected to occur shortly, trading in the Company's ordinary shares
on the AIM market is expected to be restored, further details on which will be
contained in the interim results announcement
** ENDS **
For further information please visit www.pacsco.co.uk
(http://www.pacsco.co.uk) or contact:
PACSCo Limited Caroline Havers
caroline@agriterra-ltd.com (mailto:caroline@agriterra-ltd.com)
Strand Hanson Limited Ritchie Balmer / James Spinney
Nominated & Financial Adviser
+44 (0) 207 409 3494
AlbR Capital Limited Duncan Vasey / Heena Karani
Broker +44 (0) 207 469 0930
Chair's statement and strategic review
I am pleased to present the annual report of the Group for the year ending 31
March 2025.
As set out in the circular sent to shareholders on 10 March 2025 (the
"Disposal Circular"), the Group faced ongoing financial challenges in
operating the Mozambique Agriculture Businesses. Despite the best efforts of
the Board to improve the situation by taking actions including (without
limitation); implementing a retrenchment programme in the year ended 31 March
2023; and undertaking a strategic review which led to the formulation of a
5-year plan to improve and expand the operational performance across all
divisions to achieve profitability.
At a general meeting held on 31 March 2025, the shareholders approved
resolutions to dispose of the Group's Mozambique Agricultural Businesses (the
"Mozambique Agriculture Businesses" or ''Discontinued activities/operations'')
to Chepstow Investments Limited ("Chepstow") (the "Disposal") and to change
the Company's name from Agriterra Limited to PACSCo Limited. Accordingly, the
operating results of the Mozambique Agricultural Businesses and the
comparatives have been disclosed as discontinued activities/operations.
Financial Review
Despite the efforts described above, the Company is reporting a loss on
continuing activities of US$1,561,000 (FY24: US$ 1,414,000). Turnover on the
Mozambique Agriculture Businesses (disclosed as discontinued activities)
improved to US$ 13,591,000 (FY24: US$ 10,393,000). The loss on discontinued
activities before tax reduced to US$ 699,000 (FY24: US$ 1,927,000). After a
tax credit of US$ 127,000 (FY24: US$ 127,000) the loss on discontinued
activities was US$572,000 (FY24: US$ 1,800,000). The loss on disposal of
discontinued activities (note 11) reported in the income statement is US$
26,531,000 (FY24: US$ nil) and the overall loss on discontinued activities was
US$ 27,103,000 (FY24: US$ 1,800,000).
With the transfer of control of operations of the Mozambique Agriculture
Businesses to Chepstow, following shareholder approval of the disposal, the
Mozambique businesses were deconsolidated at 31 March 2025. As at the date of
this report, final completion of the disposal is still pending Bank of
Mozambique (the Mozambique central bank) approval.
Outlook
While considerable efforts have been made to stabilise and grow the Mozambique
Agricultural Businesses over many years, there have been consistent and
significant internal and external challenges in the political and economic
environment, notably:
• in 2016 a US$2 billion "black hole" was discovered in Mozambique's public
finances; this had immediate (IMF suspended its investment programme and other
international lenders and donors ceased working in Mozambique) and longer-term
impacts on the country's economy, contributing to more challenging trading
conditions;
• in 2018 there was a significant outbreak of foot and mouth disease in
Mozambique which had a severely negative impact on Mozbife's ability to
operate and trade as planned;
• during 2019, cyclones Idai and Kenneth resulted in significant damage and
flooding to large areas of Mozambique, further impacting the already weakened
economy;
• in 2020 the COVID pandemic severely impacted the operating environment in
Mozambique;
• ongoing security issues in the north of Mozambique, which have stalled the
anticipated development of significant gas projects; and the recent
presidential election have had a detrimental effect on businesses operating in
Mozambique;
• the high cost of obtaining financing from banks to fund trading operations
(which, in turn, led to the Company obtaining working capital from Chepstow);
• the inability for the Mozambique Agricultural Businesses to generate
sufficient revenues in order to enable the Company to repay the debt to
Chepstow or to invest into growing its operations;
• the lack of interest in the sale process of the Mozambique Agricultural
Businesses' farms at Nyazonia, Dombe and/or Mavonde; and the costs of
maintaining a public listing which are proving disproportionate to the
underlying revenue generation of the Mozambique Agricultural Businesses.
It is noted that Chepstow, as the Company's principal source of financing,
has, to date, deferred interest payments, extended maturity dates and provided
further finance to the Company, as needed. That said, the Directors understand
that this could not be expected to continue indefinitely, and that action
therefore had to be taken to address the situation, particularly as, the
Directors do not believe there is a realistic prospect of securing debt
finance on reasonable terms from an external lender to refinance the existing
debt position with Chepstow.
Additionally, given the current depressed state of the equity markets,
particularly for micro-cap companies, the Directors believe, having consulted
with their advisers that securing the equity investment to refinance the
existing debt and finance operational growth would be very difficult to
achieve. In any event, the Directors believe that there is a high likelihood
that unless the indebtedness to Chepstow could be settled in full, any
additional investment would only extend the status quo and would not be
sufficient to enable the Mozambique Agricultural Businesses to achieve
profitable growth or to become self-sustaining without continued support.
As noted in the Disposal Circular on 10(th) March 2025 the Directors believe
that, given the financial position of the Company, the interests of the
Mozambique Agricultural Businesses and its stakeholders will be best served
outside the public arena and without the considerable cost, management time
and the legal and regulatory burden associated with maintaining the Company's
AIM quotation. Consequently, the Directors consider that the interests of
Shareholders and other stakeholders will be best served by undertaking the
Disposal.
As announced on 8 August 2025, the long stop date for completion of the
Disposal has been extended by agreement with Chepstow to 31 March 2026. The
requirement for this extension arises from unexpected delays in the process of
obtaining the necessary local regulatory approvals in Mozambique. Approval
has been received from the Competition Regulatory Authority and is awaited
from the Bank of Mozambique. On 27 January 2026, the Company announced
amendments to the disposal agreement to reflect direction from the Bank of
Mozambique. The long stop date for approval has been deferred to 31 March
2026.
Following receipt of these regulatory approvals and completion of the
Disposal, the Company will continue to be quoted on AIM as an AIM Rule 15 cash
shell which the Directors hope will provide opportunities to create and
deliver enhanced shareholder returns.
The Company continues to observe the principles of the QCA Corporate
Governance Code (the "Code") to the extent that they consider them to be
applicable and appropriate for a group of PACSCo's size and stage of
development, through the maintenance of efficient and effective management
frameworks accompanied by good communication.
Risk management
The Group is subject to various risks, and the future outlook for the Group
and growth in shareholder value should be viewed with an understanding of
these risks. The following table shows the principal risks facing the Group
and the actions taken to mitigate these:
Key risk factor Detail How it is managed Change in the period
Regulatory approval of the Disposal is not received The Disposal is contingent upon approval from the Competition authorities and Local legal counsel has prepared and submitted the applications and believe New
the Bank of Mozambique. that approvals are of an administrative rather than substantive nature.
Availability of working capital The Company requires sufficient working capital to remain as an AIM Rule 15 As part of the Disposal, Chepstow have agreed to provide a working capital New
cash shell. facility, to enable the Company to seek suitable alternative investments.
Time to secure and fund an investment opportunity under AIM Rule 15 If the Company is unable to identify and fund an appropriate investment The Board are reviewing the future investment strategy and will be implemented New
opportunity within the 6-month deadline from the completion of the Disposal, once the Disposal has been completed.
then trading in the Company's shares will be suspended, leading to a possible
delisting.
The Board is also responsible for establishing and monitoring the Group's
systems of internal controls. Although no system of internal control can
provide absolute assurance against material misstatement or loss, the Group's
systems are designed to provide the directors with reasonable assurance that
problems are identified on a timely basis and dealt with appropriately. The
Board reviews the effectiveness of the systems of internal control and
considers the major business risks and the control environment on a regular
basis. In light of this control environment the Board considers that there is
no current requirement for a permanent separate internal audit function.
Going concern
Details of the consideration of going concern are set out in note 3. The Group
has prepared forecasts on the basis that the Disposal will complete covering
the period of 12 (twelve) months from the date of approval of these financial
statements. These forecasts are based on assumptions including, inter alia the
working capital facility of £750,000 committed by Chepstow, that a suitable
investment opportunity will be identified and negotiations concluded within 12
(twelve) months of the completion of the disposal as provided under AIM Rule
15. To date £253,000 has been drawn under this facility.
These financial statements do not include the adjustments that would result if
the Group was unable to continue as a going concern.
Board and senior management changes
There were no changes in the Board and Senior Management during the year.
CSO Havers,
Non-Executive Chair
30 January 2026
1 Corporate Governance
The Company is quoted on AIM and is required to comply with the provisions of
a recognised corporate governance code. The Board elected to adopt the Quoted
Company Alliance Corporate Governance Code (the "QCA code"). Further details
are available at
http://www.agriterra-ltd.com/investor-relations/corporate-governance/
(http://www.agriterra-ltd.com/investor-relations/corporate-governance/) The
Board is committed to applying a standard of corporate governance commensurate
with its size and stage of growth and the nature of its activities. The Audit
and Investment committees are expected to continue operating whilst the
Company seeks an investment opportunity under AIM Rule 15.
The Board
The Board structure continues to be organised to ensure it has the appropriate
balance of skills and independence. At the year end the Board comprised the
Non-Executive Chair, the Interim CEO, one non-independent Non-Executive
Director and two independent Non-Executive Directors.
Caroline Havers, Non-Executive Chair (AC; IC chair)
Ms. Havers is a highly experienced litigation/dispute resolution lawyer having
spent over 30 years within international law firms working with clients
operating in a variety of African jurisdictions and industry sectors. During
her legal career, Ms. Havers has been both a partner and managing director of
different law firms. She provides advice on compliance and governance and is a
long qualified CEDR Mediator.
Hamish Rudland, Interim CEO (IC)
Mr. Rudland has extensive experience in logistics, agriculture,
agro-processing, distribution, and property. After graduating from Massey
University, New Zealand, he returned to Zimbabwe to start a passenger
transport business that soon diversified into fuel tank haulage. Thereafter
Mr. Rudland structured acquisitions of foreign-owned asset rich companies to
list on the Zimbabwe Stock Exchange where he has substantial investments which
focus on his core competencies but also synergize where advantages can be
made.
Mr. Hamish Rudland is the Settlor of the Casa Trust, which owns Chepstow
Investments Limited (formerly Magister Investments Limited), and is also a
director of Chepstow Investments Limited. As a result of Mr. Rudland's
relationship to Chepstow Investments Limited, he is not considered to be an
"independent" director for the purposes of the QCA Corporate Governance Code.
Gary Smith, Non-Executive Director (AC; RC)
Mr. Smith is an experienced finance professional and qualified Chartered
Accountant. He is currently a non-executive director of several companies in
Zimbabwe and Mauritius. Mr. Smith worked in the UK for several years where he
was employed at Deutsche Bank, University of Surrey, and Foxhills Club &
Resort. Upon returning to Africa, he worked for a large transport and
logistics company in Mozambique for four years before returning home to
Zimbabwe and the above positions.
As a result of Mr. Smith's relationship with Chepstow Investments Limited, he
is not considered to be an "independent" director for the purposes of the QCA
Corporate Governance Code.
Neil Clayton, Non-Executive Director (AC Chair; RC Chair)
Mr. Clayton is a Chartered Accountant and has over 30 years of experience in a
variety of listed and unlisted companies. Specifically, Mr. Clayton brings
significant experience and expertise as regards listed companies operating in
Africa as well as particular knowledge of the Company's business and
requirements, having held an interim finance role at the Company during 2020.
The Board considers Mr. Clayton to be an "independent" director for the
purposes of the QCA Corporate Governance Code.
Sergio Zandamela, Non-Executive Director (IC)
Mr. Zandamela is a Mozambican national with over 20 years' experience in
agriculture and business with a degree in Agronomy - Rural Engineering from
the Eduardo Mondlane University and subsequently an MBA from the Montford
University Southern Africa - Sandton Business School. From 2016 to 2021 Mr.
Zandamela was responsible for all Mozambique commercial activities of Tongaat
Hulett (agriculture and agro-processing business, focusing on the
complementary feedstocks of sugarcane and maize).
The Board considers Mr. Zandamela to be an "independent" director for the
purposes of the QCA Corporate Governance Code.
The Non-Executive Chair is expected to commit a minimum of a day a week, and
the Non-Executive Directors are expected to commit 2 days a month. In
addition, all directors are expected to devote any additional time that might
be required in order to discharge their duties. The attendance record of
directors who held office for the year is as follows:
Meetings held Meetings attended
Caroline Havers 4 4
Neil Clayton 4 4
Hamish Rudland 4 4
Gary Smith 4 4
Sergio Zandamela 4 4
The Board has entrusted the day-to-day responsibility for the direction,
supervision and management of the business to the Interim Chief Executive
Officer (CEO).
Certain matters are specifically reserved to the Board for its decision
including, inter alia, the creation or issue of new shares and share options,
acquisitions, investments and disposals, material contractual arrangements
outside the ordinary course of business and the approval of all transactions
with related parties.
There is no agreed formal procedure for the directors to take independent
professional advice at the Company's expense. The Company's directors submit
themselves for re-election at the Annual General Meeting at regular intervals
in accordance with the Company's Articles of Incorporation.
The Company has adopted a share dealing code for directors' dealings which is
appropriate for an AIM quoted company. The directors and the Company comply
with the relevant provisions of the AIM Rules and the Market Abuse Regulation
(EU) No. 596/2014 relating to share dealings and take all reasonable steps to
ensure compliance by the Group's employees.
Board Committees
Due to the current size of the Board and the Company, there is no separate
Nominations Committee, and any new directors are appointed by the whole Board.
The Audit Committee ("AC") and the Investment Committees ("IC") have met in
the last financial year.
The Audit Committee was chaired by Neil Clayton. The Audit Committee has been
actively engaged in the planning and conduct of the Audit of these financial
statements. The Committee has met formally since the year end and the Chair
has had independent conversations with the Audit partners both in Mozambique
and London where executive management have not been present.
Terms and conditions for Directors
The Non-Executive Chair and Non-Executive Directors do not have service
contracts but appointment letters setting out their terms of appointment. The
appointments may be terminated on three (3) months' notice by either party.
The Non-Executive Directors receive an annual base fee reflecting their
respective time commitments and do not receive any benefits in addition to
their fees, nor are they eligible to participate in any pension, bonus or
share-based incentive arrangements.
Directors' remuneration
Remuneration details are set out in note 9 to the financial statements.
Evaluation of Board performance
Given the Company's size, no formal review of the effectiveness of its
performance as a unit, as well as that of its committees and the individual
directors, has been taken. Performance reviews are to be carried out
internally from time to time. Reviews will endeavour to identify skills
development or mentoring needs of directors and the wider senior management
team.
The Board recognizes that the current procedures remain to be formally
implemented and therefore do not accord with the QCA Guidelines.
Communication with shareholders
The Company aims to ensure all communications concerning the Group's
activities are clear, fair and accurate. The Board is however keen to improve
its dialogue with shareholders. The Company's website is regularly updated,
and announcements are posted onto the Company's website.
The results of voting on all resolutions in future general meetings will be
posted to the Company's website, including any actions to be taken as a result
of resolutions for which votes against have been received from at least 20
percent of independent shareholders.
Directors' report
The Directors of the Company hereby present their annual report together with
the audited financial statements for the year ended 31 March 2025 for the
Group. Following the approval of the disposal of the Company's Agricultural
operations in Mozambique, control passed to Chepstow. Accordingly, the
operating results of the Mozambique Agricultural Businesses and the
comparatives have been restated to disclose as discontinued
activities/operations.
Except where otherwise noted, amounts are presented in this Directors' report
in United States Dollars ('$' or 'US$').
1. Listing details
PACSCo is a non-cellular Guernsey registered company limited by shares, whose
ordinary shares ('Ordinary Shares') are quoted on the AIM Market of the London
Stock Exchange ('AIM') under symbol PACS.
2. PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE
DEVELOPMENTS
On 31 March 2025, shareholders approved the disposal of its Mozambique
Agricultural Businesses. The disposal is conditional upon the receipt of
certain regulatory approvals in Mozambique. Under the provisions of IFRS 5-
Non-current Assets Held for Sale and Discontinued Operations and IFRS 10-
Consolidated Financial Statements, the board consider that control has passed
to the acquiror on receipt of shareholder approval of the disposal on 31 March
2025. Accordingly, the results of the Mozambique Agriculture Businesses have
been disclosed as discontinued activities together with the comparatives for
the prior year and deconsolidated at 31 March 2025, following the transfer of
control to Chepstow. Upon completion the Company will become a cash shell
under AIM Rule 15.
A review of the Group's performance is given in the Chair's statement and
strategic review, together with a review of the risks and uncertainties
impacting on the Group's long-term performance.
3. Results and Dividends
The Company is reporting a loss on continuing activities of US$ 1,561,000
(2024: US$ 1,414,000) and a loss before tax on discontinued activities of US$
699,000 (2024: US$ 1,927,000). After tax credits of US$ 127,000 (2024: US$
127,000) and the loss on disposal in the income statement of US$ 26,531,000
(2024: US$ nil), the loss on discontinued activities was US$ 27,103,000 (2024:
US$ 1,800,000). For more details on loss on discontinued activities refer to
note.11. The Directors do not recommend the payment of a final dividend (2024:
US$ nil). No interim dividends were paid in the year (2024: US$ nil).
Further details on the Group's performance in the year are included in the
Chair's statement and strategic review.
4. DIRECTORS
4.1. Directors in office
The Directors who held office during the year and until the date of this
report were:
Director Position
CSO Havers Non-Executive Chair
HBW Rudland Interim CEO
NWH Clayton Independent Non-Executive Director
GR Smith Non-Executive Director
SML Zandamela Independent Non-Executive Director
4.2. Directors' interests
As at the date of this report, the interests of the Directors and their
related entities in the Ordinary Shares of the Company were:
Ordinary Shares held
HBW Rudland* 36,332,221
*Mr Rudland's interest is held through Chepstow Investments Limited
('Chepstow'), formerly Magister Investments Limited. Chepstow is a private
limited company incorporated in the Republic of Mauritius, controlled by
Mauritius International Trust Company Limited, as trustee of the Casa Trust (a
Mauritius registered trust). Mr. Hamish Rudland is the settlor of the Casa
Trust, and the beneficiaries of the Casa Trust are Mr. Rudland, his wife, and
their three children.
4.3. Directors' emoluments
Details of the nature and amounts of emoluments payable by the Company for the
services of its Directors during the financial year are shown in note 8 to the
financial statements.
4.4. Directors' indemnities
The Company has made qualifying third-party indemnity provisions for the
benefit of its Directors which remain in force at the date of this report.
5. Substantial Shareholdings
To the best of the knowledge of the Directors, except as set out in the table
below, there are no persons who, as of 27 January 2026, are the direct or
indirect beneficial owners of, or exercise control or direction over 3% or
more of the Ordinary Shares in issue of the Company.
Number of Ordinary Shares % Holding
Chepstow Investments Limited (formerly Magister Investments Limited) 36,332,221 50.58%
Peterhouse Capital Limited 8,855,000 12.33%
Richard and Charlotte Edwards 5,000,000 6.96%
Gersec Trust Reg. 2,779,656 3.87%
P3 Capital 2,500,000 3.48%
P4 Capital 2,500,000 3.48%
6. EMPLOYEE INVOLVEMENT POLICIES
The Group places considerable value on the awareness and involvement of its
employees in the Group's performance. Within bounds of commercial
confidentiality, information is disseminated to all levels of staff about
matters that affect the progress of the Group and that are of interest and
concern to them as employees.
7. SUPPLIER PAYMENT POLICY AND PRACTICE
The Group's policy is to ensure that, in the absence of dispute, all suppliers
are dealt with in accordance with its standard payment policy which is to
abide by the terms of payment agreed with suppliers for each transaction.
Suppliers are made aware of the terms of payment.
8. POLITICAL AND CHARITABLE DONATIONS
During the year no political and charitable donations were made in cash.
9. INDEPENDENT AUDITOR AND STATEMENT OF PROVISION OF
INFORMATION TO THE INDEPENDENT AUDITOR
PKF Littlejohn LLP have expressed their willingness to continue in office as
independent auditor of the Company and a resolution to re-appoint them will be
proposed at the forthcoming Annual General Meeting.
The Directors who held office at the date of approval of this Directors'
report confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditor is not aware and each Director has
taken all the steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company's
auditor is aware of that information.
10. ADDITIONAL INFORMATION AND ELECTRONIC COMMUNICATIONS
Additional information on the Company can be found on the Company's website at
www.PACSCo-ltd.com (http://www.agriterra-ltd.com) . The site is currently
under development pending completion of the transaction.
The maintenance and integrity of the Company's website is the responsibility
of the Directors; the work carried out by the auditor does not involve
consideration of these matters and accordingly, the auditor accepts no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
The Company's website is compliant with AIM Rule 26.
By Order of the Board.
CSO Havers
Non-Executive Chair
30 January 2026
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors' Report and the
financial statements in accordance with applicable law and regulations.
The Companies (Guernsey) Law, 2008, as amended (the '2008 Law') requires the
Directors to prepare Group financial statements for each financial year in
accordance with generally accepted accounting principles.
The Directors are required by the AIM Rules for Companies of the London Stock
Exchange to prepare Group financial statements in accordance with
International Accounting Standards as adopted by the United Kingdom ('UK')
The financial statements of the Group are required by law to give a true and
fair view and are required by International Accounting Standards as adopted by
the United Kingdom to present fairly the financial position and financial
performance of the Group.
In preparing the Group 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 they have been prepared in accordance with
International Accounting Standards as adopted by the United Kingdom; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements are properly prepared in
accordance with the Companies (Guernsey) Law, 2008. They are also 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 Company's website.
Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
The Directors confirm they have discharged their responsibilities as noted
above.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PACSCO LIMITED (formerly known as Agriterra Limited)
Opinion
We have audited the group financial statements of PACSCo Limited (the 'group')
(formerly known as Agriterra Limited) for the year ended 31 March 2025 which
comprise the Consolidated Statement of Profit or Loss and Other Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Cash Flow Statement and notes
to the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international accounting standards.
In our opinion, the group financial statements:
· give a true and fair view of the state of the group's affairs as
at 31 March 2025 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included:
· reviewing management's going concern memorandum assessment,
discussing and challenging management regarding the future and availability of
funding;
· reviewing the cash flow forecasts for the ensuing twelve months
from the date of approval of these group financial statements and assessment
thereof;
· performing sensitivity analysis on the cash flow forecast
prepared by management, and challenging the assumptions included thereto; and
· reviewing the adequacy and completeness of disclosures in the
group financial statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
For the purposes of determining whether the group financial statements are
free from material misstatement, we define materiality as a magnitude of
misstatement, including omission, that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the group financial
statements, would be changed, or influenced. We have also considered those
misstatements including omissions that would be material by nature and would
impact the economic decisions of a reasonably knowledgeable person based our
understanding of the business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course
of the audit, and in evaluating the effect of misstatements. Materiality is
used to determine the group financial statements areas that are included
within the scope of our audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess
the extent of testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the group financial statements as a whole.
In determining materiality and performance materiality, we considered the
following factors:
· our cumulative knowledge of the group and its environment,
including industry specific trends;
· the change in the level of judgement required in respect of the
key accounting estimates;
· significant transactions during the year;
· the stability in key management personnel; and
· the level of misstatements identified in prior periods.
Materiality for the group financial statements was set at $179,000 (2024:
$180,000). This was calculated based on 1.5% (2024: 1.75%) of revenue for the
year. Using our professional judgement, we have determined this to be the
principal benchmark within the group financial statements as it is most
relevant to stakeholders in assessing the financial performance of the group
as the key focus of the group is to grow its business to meet its working
capital needs by increasing revenue from operations and considering that the
disposal of the Mozambique subsidiaries only occurred at year end.
Performance materiality for the group financial statements was set at $125,000
(2024: $126,000) being 70% of materiality for the group financial statements.
70% is considered appropriate based on our assessment that there is low to
medium risk that the group financial statements could be materially misstated.
For each component in scope for our audit, we allocated a performance
materiality based on the relative revenue contribution of each component to
the group revenue and aggregation risk. In instances where the in-scope
component did not generate revenue, the performance materiality for that
component entity was computed using ~20% of group performance materiality. The
range of performance materiality allocated across components was between
$22,000 (2024: $36,000) to $100,000 (2024: $160,000).
We agreed to report to those charged with governance all corrected and
uncorrected misstatements we identified through our audit with a value in
excess of $8,900 (2024: $9,000). We also agreed to report any other audit
misstatements below that threshold that we believe warranted reporting on
qualitative grounds.
No significant changes have come to light during the audit which required a
revision to our materiality for the group financial statements as a whole.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at
greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size. In
designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. We tailored the
scope of our audit to ensure that we performed sufficient work to be able to
give an opinion on the financial statements, considering the structure of the
Group.
The Group included the listed parent company, one subsidiary based in Guernsey
and five subsidiaries based in Mozambique. At year end, the group divested one
subsidiary based in Guernsey and five subsidiaries based in Mozambique.
Out of the seven components, two were dormant and five were trading components
(listed parent company in Guernsey and four subsidiaries in Mozambique).
Each component was assessed as to whether they were material to the Group
based on either their size or risk. Based on the assessment, we have performed
the full scope audit on the listed parent company that is registered in
Guernsey. The four components in Mozambique have been subject to full scope
audits by a component auditor.
The group's accounting function is based in Mozambique. As group auditor, we
maintained oversight and regular contact with the component auditor throughout
all stages of the audit, and we were responsible for the scope and direction
of their work.
In designing our audit, we considered those areas which were deemed to involve
significant judgement and estimation by the directors, such as the key audit
matter surrounding the accounting for discontinued operations and going
concern assessment in the group financial statements. We also addressed the
risk of management override of controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material
misstatement due to fraud. Procedures were then performed to address the risks
identified.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Accounting and presentation of divestment of Mozambique Operations (see Note 4
and 11)
PACSCo Limited divested of its Mozambique based agricultural business on 31 Our work in this area included (including component file review):
March 2025. As at the year end the sale was still subject to regulatory
approvals. However, PACSCo Limited had ceded control of this business and as Ø Reviewing underlying sale documents, shareholders' approval and regulatory
such accounted for the divestment at the year end. The divestment of the filings;
business was made to the largest shareholder of PACSCo Limited, Chepstow
Investments Limited. Ø Reviewing and challenging management's assessment on whether the sale of
the Mozambique operations meet the definition of loss of control, pending
regulatory approval, under IFRS 10-Consolidated - financial statements;
This is considered to be a key audit matter due to:- Ø Reviewing legal opinion obtained by management in their determination that
the regulatory approvals are administrative in nature and challenging the
o the material nature of the transaction; aforementioned;
Ø Reviewing board minutes and board composition of Mozambique operations to
corroborate change in control;
o the transaction with Chepstow Investments Limited is a related party
transaction requiring scrutiny of terms and disclosures; Ø Reviewed and challenging management's assessment that the sale transaction
with a related party was at arm's length;
Ø Reviewing and challenging management's computation of loss on sale and
o use of judgement by the management to account for sale pending regulatory corroborating the net assets disposed of to the work performed by the
approvals; and component auditor; and
Ø Reviewing and challenging the presentation and disclosure in the financial
statements to ensure that it is in line with accounting standards.
o complexity around accounting and presentation.
During the year, the Company entered into an agreement to sell its investment
in all its subsidiary and indirect subsidiaries representing the Mozambique
agricultural businesses to Chepstow Investment Limited ("CIL"), subject to
obtaining regulatory approvals. The sale was approved by the Company's
shareholders on 31 March 2025.
Management has accounted for the sale as at 31 March 2025 based on the
following considerations:
· Regulatory approvals outstanding are considered administrative in nature,
supported by a legal opinion from Mozambique‑based counsel.
· Control of the subsidiaries had effectively transferred to CIL, as CIL had
appointed directors responsible for key strategic decision‑making.
As of the date of this report, regulatory approval from the Bank of Mozambique
remains pending. Management has indicated that it currently has no reason to
believe that the approval will be withheld.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the group financial statements are not in agreement with the
accounting records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for
assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and the industry in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the group financial statements. We
obtained our understanding in this regard through discussions with management
and the application of our cumulative audit knowledge and experience of the
industry.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from AIM Listing Rules, QCA Corporate
Governance Code, Companies (Guernsey) Law 2008, UK-adopted international
accounting standards, local Employment Laws, local Health and Safety
Regulations, local Tax Laws and other local laws and regulations in
Mozambique. The team remained alert to instances of non-compliance with laws
and regulations throughout the audit.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
with those laws and regulations. These procedures included but were not
limited to: making enquiries of management and legal counsel; discussion with
component auditor about compliance with laws and regulations in Mozambique;
review of minutes of meetings; review of legal and professional ledger
accounts and review of the Regulatory News Service announcements.
· We also identified the risks of material misstatement of the
group financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls and revenue recognition, inappropriate application of the going
concern assumption in the preparation of group financial statements and
management bias in determining key accounting judgments in relation to key
audit matter. We addressed this by challenging the estimates/judgements made
by management when auditing these significant accounting estimates/judgements
(refer to the Key audit matter and Going concern section).
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing key
accounting estimates/judgements for evidence of bias (Refer to the Key audit
matter and Going concern sections); and evaluating the business rationale of
any significant transactions that are unusual or outside the normal course of
business.
· Our review of non-compliance with laws and regulations included
the listed parent entity. The component auditors were used for significant
components. The risk of actual or suspected non-compliance was not
sufficiently significant to our audit to result in our response being
identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 29 September 2025. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's 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 company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Timothy Harris (Engagement Partner) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Registered Auditor London E14 4HD
30 January 2026
Consolidated STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 March 2025
Restated
Year Year
ended Ended
31 March 31 March 2024
2025
Note US$000 US$000
Continuing activities
Operating expenses (385) (411)
Other income 210 -
Operating loss 5 (175) (411)
Finance costs 9 (1,386) (1,003)
Loss before taxation (1,561) (1,414)
Taxation 10 - -
Loss for the year on continuing activities attributable to owners of the (1,561) (1,414)
Company
Discontinued activities
Loss before taxation on discontinued activities 11 (27,230) (1,927)
Taxation 10 127 127
Loss for the year on discontinued activities attributable to owners of the (27,103) (1,800)
Company
Loss for the year attributable to owners of the Company (28,664) (3,214)
Other Comprehensive Loss
Items that will not be reclassified to profit or loss:
- Revaluation of property, plant and equipment - (141)
- Related tax - 45
- (96)
Items that may be reclassified subsequently to profit or loss:
- Foreign exchange translation differences 16,164 5
Other comprehensive income/(loss) for the year 16,164 (91)
Total comprehensive loss for the year attributable to owners of the Company (12,500) (3,305)
Loss attributable to:
Owners of the Company on continuing activities (1,561) (1,414)
Owners of the Company on discontinued activities (27,103) (1,811)
Non-controlling interest - 11
(28,664) (3,214)
Total comprehensive loss attributable to:
Owners of the Company on continuing activities (1,561) (1,414)
Owners of the Company on discontinued activities (10,939) (1,902)
Non-controlling interest - 11
(12,500) (3,305)
US cents US cents
Earnings per share
Basic and diluted earnings per share on continuing activities 12 (2.17) (1.97)
Basic and diluted earnings per share on discontinued activities 12 (37.74) (2.52)
Basic and diluted earnings per share on loss for the year 12 (39.91) (4.49)
Consolidated statement of financial position
As at 31 March 2025
31 March 31 March
2025 2024
Note US$000 US$000
Non-current assets
Property, plant and equipment 13 - 24,968
Intangible assets 14 - -
- 24,968
Current assets
Biological assets 15 - 245
Inventories 16 - 616
Trade and other receivables 17 211 1,949
Cash and cash equivalents - 439
211 3,249
Total assets 211 28,217
Current liabilities
Borrowings 18 - 130
Trade and other payables 19 210 1,217
210 1,347
Net current assets 1 1,902
Non-current liabilities
Borrowings 18 - 14,138
Deferred tax liability - 5,937
- 20,075
Total liabilities 210 21,422
Net assets 1 6,795
Share capital 21 56,694 56,694
Share premium - -
Share based payment reserve - 67
Revaluation reserve - 11,714
Translation reserve - (16,164)
Accumulated loss (56,693) (45,620)
Non-controlling interest - 104
Equity attributable to equity holders of the parent 1 6,795
The financial statements on pages 14 to 35 were approved and authorised for
issue by the Board of Directors on 30 January 2026.
Signed on behalf of the Board of Directors by:
CSO Havers
Chair
30 January 2026
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2025
Share Share premium Share based payment reserve Translation reserve Revaluation reserve Accumulated Total
losses
capital Equity
Non-Controlling Interest
Note US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
Balance at 1 April 2023 3,993 151,419 67 (16,169) 12,061 (141,364) - 10,007
Loss for the year - - - - - (3,225) 11 (3,214)
Other comprehensive loss - - - 5 (96) - - (91)
Total comprehensive loss for the year - - - 5 (96) (3,225) 11 (3,305)
Transactions with owners: Acquisition of subsidiary with NCI - - - - - - 93 93
Revaluation surplus realised - - - - (251) 251 - -
Reclassification 52,701 (151,419) - - - 98,718 - -
Total transactions with owners for the year 52,701 (151,419) - - (251) 98,969 93 93
Balance at 31 March 2024 56,694 - 67 (16,164) 11,714 (45,620) 104 6,795
Loss for the year - - - - - (28,664) - (28,664)
Recycled to profit and loss on disposal - - - 16,164 - - - 16,164
Total comprehensive loss for the year - - - 16,164 - (28,664) - (12,500)
Transactions with owners
Deferred tax on revaluation reversed on disposal - - - - 5,810 - - 5,810
Transfer on - - - - (17,524) 17,524 - -
Disposal
Transfer to Chepstow on disposal - - - - - - (104) (104)
Transfer on lapse of options 22 - - (67) - - 67 - -
Total transactions with owners for the year - - (67) - (11,714) 17,591 (104) 5,706
Balance at 31 March 2025 56,694 - - - - (56,693) - 1
Consolidated cash flow statement
For the year ended 31 March 2025
Restated
Year ended Year ended
31 March 2025 31 March 2024
Note US$000 US$000
Cash flows from continuing operating activities
Loss before tax (1,561) (1,414)
Adjustments for:
Net finance costs 9/18 1,386 1,003
Operating cash flows before movements in working capital (175) (411)
Decrease/(Increase) in trade and other receivables 203 (294)
(Decrease)/Increase in trade and other payables (213) 192
Net cash used in continuing operating activities (185) (513)
Net cash generated from/(used in) discontinued operating activities 778 (1,006)
Net cash generated from/(used in) operating activities 593 (1,519)
Cash flows from investing activities
Net cash used in investing in continuing activities - -
Net cash used in investing in discontinued activities
Purchase of property plant and equipment 13 (335) (1,271)
Disposal of property plant and equipment 119 30
Acquisition of subsidiary net of cash acquired - 48
Disposal of cash on sale of subsidiaries 11 (290) -
Net cash (used in) investing activities (506) (1,193)
Cash flows from financing activities
Net cash from financing continuing activities
Drawdown of shareholder's loan 18 - 4,600
Net cash used in financing discontinued activities
Net repayment of loans 18 (195) (940)
Net repayment of finance leases 18 - (198)
Finance costs 9/18 (331) (485)
Net cash (used in)/generated from financing activities (526) 2,977
Net (decrease)/increase in cash and cash equivalents (439) 265
Effect of exchange rates on cash and cash equivalents - -
Cash and cash equivalents at beginning of the year 439 174
Cash and cash equivalents at end of the year - 439
Notes to the consolidated financial statements
1. GeNERAL INFORMATION
PACSCo is incorporated and domiciled in Guernsey, the Channel Islands, with
registered number 42643. Further details, including the address of the
registered office, are given on page 47. The nature of the Group's operations
and its principal activities are set out in the Directors' report. A list of
the investments in subsidiaries and associate companies held directly and
indirectly by the Company during the year and at the year-end, including the
name, country of incorporation, operation and ownership interest is given in
note 3.
The reporting currency for the Group is the US Dollar ('$' or 'US$') as it
most appropriately reflects the Group's business activities in the
agricultural sector in Africa and therefore the Group's financial position and
financial performance.
The financial statements have been prepared in accordance with International
Accounting Standards as adopted by the United Kingdom. Following the change of
control of the Agricultural businesses in Mozambique, the operating activities
were deconsolidated at 31 March 2025, and disclosed as discontinued
activities. The comparatives have been restated accordingly. The financial
statements have been prepared on the historical cost basis, except for the
following items, which are measured at an alternative basis on each reporting
date:
Items Measurement basis
Biological assets Fair value
Property, plant and equipment - Land and building Subsequent measured at revalued amount - i.e., fair value at the date of
revaluation less subsequent depreciation and impairment losses.
2. ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS
Adoption of new and revised Standards
During the current year, the Group has adopted all of the new and revised
standards and interpretations issued by the IASB and the IFRS-IC that are
relevant to its operations and effective for annual reporting periods
beginning on 1 April 2024. The revised standards and interpretations have not
resulted in material changes to the Group's accounting policies.
The following new and amended standards are not expected to have a significant
impact on the Group's financial statements in the future, being FY 2026.
New standard issued IFRS 18 Presentation and Disclosure in Financial
Statements: New standard replaces IAS 1 with focus on statement of profit or
loss, adding new principles of aggregation and disaggregation of items.
New standard issued IFRS 19 Subsidiaries without Public Accountability: New
standard allows subsidiaries without Public Accountability to apply reduced
set of disclosures in their financial statements, replacing the extensive
requirements of full IFRS.
Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial
Instruments: Classification of financial assets and settlement by electronic
payments.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared on a historical cost basis, except
for certain financial instruments, biological assets, property, plant and
equipment and share based payments. Historical cost is generally based on the
fair value of the consideration given in exchange for the assets acquired. The
principal accounting policies adopted are set out below in this note.
Going concern
The Company has prepared forecasts for the Group's ongoing businesses covering
the period of 12 months from the date of approval of these financial
statements. These forecasts are based on assumptions including, inter alia,
the working capital facility of £750,000 committed by Chepstow (of which
£253,000 has been drawn to date), and that the disposal of the Group's
Agricultural Businesses will receive regulatory consent. Accordingly, only
forecasts for the Company have been prepared and it has been assumed that the
budgeted cash flows can be achieved and that the existing working capital
facility will remain in place for the forecast period.
The directors are confident that the Group will achieve its cash flow
forecasts. Therefore, the directors have prepared the financial statements on
a going concern basis.
Basis of consolidation
The Group accounts for business combinations using the acquisition method when
the acquired set of activities and assets meets the definition of a business
and control is transferred to the Group. In determining whether a particular
set of activities and assets is a business, the Group assesses whether the set
of assets and activities acquired includes, at a minimum, an input and
substantive process and whether the acquired set has the ability to produce
outputs.
The consideration transferred in the acquisition is generally measured at fair
value, as are the identifiable net assets acquired. Any goodwill that arises
is tested annually for impairment. Any gain on a bargain purchase is
recognised in profit or loss immediately. Transaction costs are expensed as
incurred, except if related to the issue of debt or equity securities.
Where control over the operating activities of a subsidiary ceases, the
subsidiary is deconsolidated and disclosed as discontinued activities.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group 'controls' an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which
control commences until the date on which controls ceases.
Intra-Group transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
During the year ended 31 March 2025, the Company held equity interests in the
following undertakings:
Direct investments
Proportion held of equity instruments Country of incorporation and place of business Nature of business
Subsidiary undertakings
Agriterra (Mozambique) Limited 100% Guernsey Holding company
Indirect investments of Agriterra (Mozambique) Limited
Proportion held of equity instruments Country of incorporation and place of business Nature of business
Subsidiary undertakings
DECA - Desenvolvimento E Comercialização Agrícola Limitada 100% Mozambique Grain
Compagri Limitada 100% Mozambique Grain
Mozbife Limitada 100% Mozambique Beef
Carnes de Manica Limitada 100% Mozambique Dormant
Agriterra Aviação imitada 100% Mozambique Dormant
Deca Snax Limitada 50% Mozambique Maize based food products
These investments were conditionally disposed of on 31 March 2025 and were
de-consolidated on 31 March 2025.
Foreign currency
The individual financial statements of each company in the Group are prepared
in Mozambican Metical, the currency of the primary economic environment in
which it operates (its 'functional currency'). The consolidated financial
statements are presented in US Dollars as the Group's principal finance
facilities and the terms of the disposal agreement are expressed in US
Dollars.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the
date of the transaction. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's operations are translated at exchange rates
prevailing at the balance sheet date. Income and expense items are translated
at the average exchange rates for the year, unless exchange rates fluctuate
significantly during the year, in which case exchange rates at the date of
transactions are used. Exchange differences arising from the translation of
the net investment in foreign operations and overseas branches are recognised
in other comprehensive income and accumulated in equity in the translation
reserve. Such translation differences are recognised as income or expense in
the year in which the operation or branch is disposed of.
The following are the material exchange rates applied by the Group:
Average Rate Closing Rate
2025 2024 2025 2024
Mozambican Metical: US$ 63.90 63.89 63.90 63.90
Operating segments
The Chief Operating Decision Maker is the Board. The Board reviews the Group's
internal reporting in order to assess the performance of the business. As the
operating businesses were disposed of on 31 March 2025, the Mozambique
Agricultural Businesses have been deemed to be one operating segment and
disclosed as discontinued activities.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable for goods and services provided in the normal course of business,
net of discounts, value added taxes and other sales related taxes.
Performance obligations and timing of revenue recognition:
All of the Group's revenue is derived from selling goods with revenue
recognised at a point in time when control of the goods has transferred to the
customer. This is generally when the goods are collected by or delivered to
the customer. There is limited judgement needed in identifying the point
control passes once physical delivery of the products to the agreed location
has occurred, the Group no longer has physical possession, usually it will
have a present right to payment. Consideration is received in accordance with
agreed terms of sale.
Determining the contract price:
All of the Group's revenue is derived from fixed price lists and therefore the
amount of revenue to be earned from each transaction is determined by
reference to those fixed prices.
Allocating amounts to performance obligations:
For most sales, there is a fixed unit price for each product sold. Therefore,
there is no judgement involved in allocating the price to each unit ordered.
There are no long-term contracts in place. Sales commissions are expensed as
incurred. No practical expedients are used.
Operating loss
Operating loss is stated before other gains and losses, finance costs and
taxation.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial year of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. The Group did not incur
any borrowing costs in respect of qualifying assets in any year presented.
All other borrowing costs are recognised in profit or loss in the year in
which they are incurred.
Share based payments
The Company issues equity-settled share-based payments to certain employees of
the Group and in settlement of certain expenditure. These payments are
measured at fair value (excluding the effect of non-market based vesting
conditions) at the date of grant and the value is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of the shares
that will eventually vest and adjusted for non-market based vesting
conditions.
Fair value is measured by use of the Black Scholes model. 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.
Employee benefits
Short-term employee benefits
Short-term employee benefits include salaries and wages, short-term
compensated absences and bonus payments. The Group recognises a liability and
corresponding expense for short-term employee benefits when an employee has
rendered services that entitle him/her to the benefit.
Post-employment benefits
The Group does not contribute to any retirement plan for its employees. Social
security payments to state schemes are charged to profit and loss as the
employee's services are rendered.
Taxation
The Company is resident for taxation purposes in Guernsey, and its income is
subject to income tax, presently at a rate of zero per cent per annum. The
income of overseas subsidiaries is subject to tax at the prevailing rate in
each jurisdiction.
The income tax expense for the year comprises current and deferred tax. Income
tax is recognised in the income statement except to the extent that it relates
to items recognised in other comprehensive income or directly in equity when
tax is recognised in other comprehensive income or directly in equity as
appropriate. Taxable profit differs from accounting profit as reported in the
income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible.
Current tax expense is the expected tax payable on the taxable income for the
year. It is calculated on the basis of the tax laws and rates enacted or
substantively enacted at the balance sheet date and includes any adjustment to
tax payable in respect of previous years. Deferred tax is calculated using the
balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets are
recognised to the extent that it is probable that taxable profit will be
available against which the asset can be utilised. This requires judgements to
be made in respect of the availability of future taxable income.
The Group's deferred tax assets and liabilities are calculated using tax rates
that are expected to apply in the year when the liability is settled, or the
asset realised based on tax rates that have been enacted or substantively
enacted by the reporting date.
Deferred income tax assets and liabilities are offset only when there is a
legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
No deferred tax asset or liability is recognised in respect of temporary
differences associated with investments in subsidiaries, branches and joint
ventures where the Group is able to control the timing of reversal of the
temporary differences and it is probable that the temporary differences will
not reverse in the foreseeable future.
Property, plant and equipment
Recognition
Items of property, plant and equipment are stated at historical purchase cost.
Cost includes expenditure that is directly attributable to the acquisition.
The cost of self-constructed assets includes the cost of materials and direct
labour, any other costs directly attributable to bringing the assets to a
working condition for their intended use, the costs of dismantling and
removing the items and restoring the site on which they are located and
borrowing costs on qualifying assets.
Subsequent expenditure
Subsequent expenditure is capitalised only if 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.
Subsequent measurement
Following initial recognition at cost, items of land and buildings are
subsequently measured using the revaluation model being the fair value at the
date of revaluation less any subsequent depreciation and subsequent impairment
losses. The revaluation model is only used when fair value can be reliably
measured. Revaluations are made regularly enough to ensure that at any
reporting date the carrying amount does not differ materially from the fair
value. Revaluations are performed by independent sworn valuators triennially.
When an item of property, plant and equipment is revalued, the entire class of
property, plant, and equipment to which the asset belongs is revalued. Only
land and buildings are subsequently valued using the revaluation model and all
others are valued at cost model.
Any revaluation surplus is credited to revaluation reserve as part of other
comprehensive income, except to the extent that it reverses a revaluation
decrease of the same asset previously recognized in the profit or loss, in
which case the increase is recognized in the profit or loss. A revaluation
deficit is recognized in profit or loss, except to the extent that it offsets
an existing surplus on the same recognized in the asset revaluation reserve.
The revaluation reserve is realized over the period of the useful life of the
property by transferring the realized portion from the revaluation reserve to
retained earnings.
Depreciation
Depreciation is charged on a straight-line basis over the estimated useful
lives of each item, as follows:
Land and buildings:
Land Nil
Buildings and leasehold improvements 2% - 33%
Plant and machinery 5% - 25%
Motor vehicles 20% - 25%
Other assets 10% - 33%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date. Gains and losses on disposals are
determined by comparing proceeds received with the carrying amount of the
asset immediately prior to disposal and are included in profit and loss.
Intangible assets and goodwill
Intangible assets comprise investment in management information and financial
software. This is amortised at 10% straight line. Goodwill arising on the
acquisition of subsidiaries is measured at cost less accumulated impairment
losses.
Impairment of property, plant and equipment and intangible assets
At each balance sheet date, the Company reviews the carrying amounts of its
tangible assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future cash flows 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 for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised initially against amounts included in the revaluation reserve in
respect of the asset and subsequently in profit and loss.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit and loss.
Biological assets
Consumer biological assets, being the beef cattle herd, are measured in
accordance with IAS 41, 'Agriculture' at fair value less costs to sell, with
gains and losses in the measurement to fair value recorded in profit and loss.
Breeding cattle, comprising bulls, cows and heifers are expected to be held
for more than one year, and are classified as non-current assets. The
non-breeding cattle comprise animals that will be grown and sold for slaughter
and are classified as current assets.
Cattle are recorded as assets at the year-end and the fair value is determined
by the size of the herd and market prices at the reporting date.
Cattle cease to be a biological asset from the point they are slaughtered,
after which they are accounted for in accordance with the accounting policy
below for inventories.
Forage crops are valued in accordance with IAS 41, 'Agriculture' at fair value
less costs to harvest. As there is no ready local market for forage crops,
fair value is calculated by reference to the production costs of previous
crops. The cost of forage is charged to profit or loss over the year it is
consumed.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net
realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses. The
cost of inventories is based on the weighted average principle and includes
expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.
Financial assets
Financial assets are classified as either financial assets at amortised cost,
at fair value through other comprehensive income ("FVTOCI") or at fair value
through profit or loss ("FVPL") depending upon the business model for managing
the financial assets and the nature of the contractual cash flow
characteristics of the financial asset.
A loss allowance for expected credit losses is determined for all financial
assets, other than those at FVPL, at the end of each reporting period. The
Group applies a simplified approach to measure the credit loss allowance for
trade receivables using the lifetime expected credit loss provision. The
lifetime expected credit loss is evaluated for each trade receivable taking
into account payment history, payments made subsequent to year-end and prior
to reporting, past default experience and the impact of any other relevant and
current observable data. The Group applies a general approach on all other
receivables classified as financial assets. The general approach recognises
lifetime expected credit losses when there has been a significant increase in
credit risk since initial recognition.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
party. The Group derecognises financial liabilities when the Group's
obligations are discharged, cancelled or have expired.
Trade and other receivables
Trade receivables are accounted for at amortised cost. Trade receivables do
not carry any interest and are stated at their nominal value as reduced by
appropriate expected credit loss allowances for estimated recoverable amounts
as the interest that would be recognised from discounting future cash payments
over the short payment period is not considered to be material. Other
receivables are accounted for at amortised cost and are stated at their
nominal value as reduced by appropriate expected credit loss allowances.
Cash and cash equivalents
Cash and cash equivalents, comprise cash on hand, on demand deposits and cash
equivalents, which are short term highly liquid investments that are readily
convertible into a known amount of cash, and which are subject to an
insignificant risk of changes in value.
Financial liabilities
The classification of financial liabilities at initial recognition depends on
the purpose for which the financial liability was issued and its
characteristics.
All purchases of financial liabilities are recorded on trade date, being the
date on which the Group becomes party to the contractual requirements of the
financial liability. Unless otherwise indicated the carrying amounts of the
Group's financial liabilities approximate to their fair values.
The Group's financial liabilities consist of financial liabilities measured at
amortised cost and financial liabilities at fair value through profit or loss.
A financial liability (in whole or in part) is derecognised when the Group has
extinguished its contractual obligations, it expires or is cancelled. Any gain
or loss on derecognition is taken to the statement of comprehensive income.
Borrowings
Borrowings are included as financial liabilities on the Group balance sheet at
the amounts drawn on the particular facilities net of the unamortised cost of
financing. Interest payable on those facilities is expensed as finance cost in
the period to which it relates.
Trade and other payables
Trade and other payables are initially recorded at fair value and subsequently
carried at amortised cost.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either in the principal
market for the asset or liability or, in the absence of a principal market, in
the most advantageous market for the asset or liability. The principal or the
most advantageous market must be accessible to the Company.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
For all other financial instruments not traded in an active market, the fair
value is determined by using valuation techniques deemed to be appropriate in
the circumstances. Valuation techniques include the market approach (i.e.,
using recent arm's length market transactions adjusted as necessary and
reference to the current market value of another instrument that is
substantially the same) and the income approach (i.e., discounted cash flow
analysis and option pricing models making as much use of available and
supportable market data as possible).
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical
assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
Level 3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing the categorisation (based on
the lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting year.
4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Group's accounting policies which are described in
note 3, the directors are required to make judgments, estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
Going concern
Details of the directors' assessment of Going Concern are set out in note 3.
These financial statements do not include the adjustments that would result if
the Group were unable to continue as a going concern.
Disposal of Agricultural Businesses in Mozambique
At a General Meeting held on 31 March 2025, the shareholders approved
resolutions to dispose of the Group's Mozambique Agricultural Businesses to
Chepstow. The Disposal is conditional upon receiving certain local Mozambican
regulatory approvals. The Board consider these approvals (one of which is
still outstanding) to be administrative rather than substantive in nature.
Furthermore, the Disposal agreement specifically provides that the Company has
no further role in managing the Mozambican businesses nor does it share any
financial interest in returns from the businesses disposed of. The Board
therefore considers that as at 31 March 2025 it no longer controlled the
Mozambique operations and has accounted for the transaction as a disposal on
31 March 2025. Accordingly, the trading results for the year ended 31 March
2025 have been disclosed as discontinued activities and the comparatives for
the year ended 31 March 2024 have been restated. No segmental reporting
disclosures have been made as the remaining continuing activities relate
solely to the Company.
5. Operating loss
Operating loss on continuing activities has been arrived at after charging /
(crediting):
Restated
Year Year
ended ended
31 March 2025 31 March 2024
US$000 US$000
Continuing activities
Staff costs 8 8
Discontinued Activities
Depreciation of property, plant and equipment (see note 13) 795 868
Amortisation of intangible asset (see note 14) - 3
Profit on disposal of property, plant and equipment 119 30
Net foreign exchange loss 100 54
Staff costs (see note 7) 1,475 1,382
6. Auditors Remuneration
Amounts payable to the auditors and their associates in respect of audit
services are as follows:
Year Year
Ended Ended
31 March 2025 31 March 2024
US$000 US$000
Fees payable to the Company's auditor and their associates
Overruns in respect of prior years 21 18
21 18
Fees payable to the Company's auditor and their associates
For the audit of the Company's accounts 85 97
For the audit of the Company's subsidiaries 42 37
Total audit fees 148 152
Other than as disclosed above, the Company's auditor and their associates have
not provided additional services to the Company.
7. Staff costs
The average monthly number of employees (including executive Directors)
employed by the Group for the year was as follows:
Restated
Year Year
ended ended
31 March 2025 31 March 2024
Number Number
Office and Management 26 26
Operational 332 334
358 360
Of which relate to:
Continuing activities 1 1
Discontinued activities 357 359
358 360
Their aggregate remuneration comprised (including production staff and
excluding director's remuneration):
Restated
Year Year
Ended ended
31 March 2025 31 March 2024
US$000 US$000
Wages and salaries 1,435 1,344
Social security 48 46
costs
1,483 1,390
Of which relate to:
Continuing activities 8 8
Discontinued activities 1,475 1,382
1,483 1,390
8. REMUNERATION OF DIRECTORS
Year Year
ended ended
31 March 2025 31 March 2024
US$000 US$000
CSO Havers 24 23
NWH Clayton 8 8
HWB Rudland 8 8
GR Smith 8 8
SML Zandamela 8 8
56 55
Of which relate to:
Continuing activities 56 55
Discontinued activities - -
56 55
All remuneration relates to short term benefits. Directors are considered to
be key management personnel.
9. Finance costs
Year Year
Ended Ended
31 March 2025 31 March 2024
US$000 US$000
Interest expense on bank borrowings and overdrafts (331) (444)
Interest expense on shareholder loans (1,386) (1,003)
Interest expense on leases - (41)
Net finance costs (1,717) (1,488)
Of which relate to:
Continuing activities (1,386) (1,003)
Discontinued activities (331) (485)
(1,717) (1,488)
10. Taxation
Year Year
Ended Ended
31 March 2025 31 March 2024
US$000 US$000
Current tax credit
Current tax - -
Deferred tax 127 127
127 127
Of which relate to:
Continuing activities - -
Discontinued activities 127 127
127 127
Effective tax reconciliation
Loss before tax from continuing activities (1,561) (1,414)
Tax credit at the Guernsey corporation tax rate of 0% - -
Tax effect of losses not allowable - -
Tax on loss on continuing activities - -
Loss before tax from discontinued activities (699) (1,927)
Tax credit at the Mozambican corporation tax rate of 32% (224) (617)
Tax effect of expenses that are not deductible in determining taxable profit 181 161
Tax effect of net losses (recognised) / not recognised in overseas (84) 329
subsidiaries (net of effect of different rates)
Tax credit on loss on discontinued activities (127) (127)
Of which relate to:
Continuing activities - -
Discontinued activities 127 127
127 127
The tax reconciliation on continuing activities has been prepared using a zero
% tax rate, the corporate income tax rate in Guernsey and on discontinued
activities using a rate of 32%, the corporate income tax rate in Mozambique.
The Company is resident for taxation purposes in Guernsey, and its income is
subject to Guernsey income tax, presently at a rate of zero percent per annum
(2024: zero percent per annum). No tax is payable for the year. Deferred tax
has not been provided for, as brought forward tax losses are not recoverable
under the Income Tax (Zero 10) (Guernsey) Law, 2007 (as amended).
11. Discontinued activities
On 31 March 2025, shareholders approved the disposal of the Company's
Mozambique Agricultural Businesses to Chepstow. The rationale for the
transaction is set out in the Strategic report. Following the transfer of
control to Chepstow on 31 March 2025, these businesses were deconsolidated and
their activities disclosed as discontinued activities. The comparatives have
been adjusted accordingly. The consideration received was the waiver of
shareholder loans and other liabilities to Chepstow amounting to $15,281,000.
The book value of the net assets disposed of amounted to $25,648,000.
Year Year
ended ended
31 March 31 March 2024
2025
Note US$000 US$000
Revenue 13,591 10,393
Cost of sales (10,985) (8,124)
Decrease in fair value of biological assets (90) (437)
Gross profit 2,516 1,832
Operating expenses (3,138) (3,577)
Other income 135 273
Profit on disposal of property, plant and equipment 119 30
Operating loss (368) (1,442)
Finance costs 9 (331) (485)
Loss before taxation on discontinued activities (699) (1,927)
Loss on disposal of discontinued activities (26,531) -
(27,230) (1,927)
Taxation 10 127 127
Loss for the year on discontinued activities (27,103) (1,800)
Other comprehensive loss
Items that will not be reclassified to profit or loss:
Revaluation of property, plant and equipment - (141)
Related tax - 45
- (96)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation differences 16,164 5
Total comprehensive loss for the year (10,939) (1,891)
The loss on disposal of discontinued activities is arrived at as follows:
31 March 31 March 2024
2025
US$000 US$000
Waiver of balances due to Chepstow (includes shareholder loans and other 15,281 -
payables)
Net assets disposed (25,648) -
Loss before recycling of foreign currency translation reserve (10,367) -
Recycle of foreign currency translation reserve on disposal (16,164) -
Total loss on disposal (26,531) -
The net assets disposed of comprise: Year ended
31 March
2025
US$000
Property plant and equipment 24,508
Biological assets 231
Inventory 1,311
Trade and other receivables 944
Cash 290
Trade and other payables (1,200)
Borrowings (436)
Net Assets disposed of 25,648
The balance on the revaluation reserve of US$17,524,000 was credited directly
to retained earnings rather than recycling through the income statement in
accordance with IAS 16- Property, Plant and Equipment
(https://www.bing.com/ck/a?!&&p=db46bd36da65105424c7d9c7b0a369c4d97f6403f5ae00255941db7a9a300f39JmltdHM9MTc2NTkyOTYwMA&ptn=3&ver=2&hsh=4&fclid=24722e0d-9e2e-694d-0dea-3c2c9f1668cc&psq=ias+16&u=a1aHR0cHM6Ly9pYXNwbHVzLmNvbS9lbi9zdGFuZGFyZHMvaWFzL2lhczE2&ntb=1)
.
12. Earnings per SHARE
Year ended Year ended
31 March 2025 31 March 2024
US$000 US$000
The calculation of the basic and diluted earnings per share is based on the
following data:
Loss for the year for the purposes of basic and diluted earnings per share
attributable to equity holders of the Company
From Continuing operations (1,561) (1,414)
From Discontinued operations (27,103) (1,811)
Total (28,664) (3,225)
Weighted average number of Ordinary Shares for the purposes of basic and 71,829,007 71,829,007
diluted earnings per share
Basic and diluted earnings per share - US cents
From Continuing operations (2.17) (1.97)
From Discontinued operations (37.74) (2.52)
Total (39.91) (4.49)
The Company has issued options over ordinary shares which could potentially
dilute basic loss per share in the future. There is no difference between
basic loss per share and diluted loss per share as the potential ordinary
shares are anti-dilutive. Details of options are set out in note 25.
13. Property, plant and equipment
Land and buildings Plant and machinery Motor vehicles Other Total
Assets
US$000 US$000 US$000 US$000 US$000
Cost
At 1 April 2023 25,238 5,460 1,191 164 32,053
Acquisition through business combination - 552 - 66 618
Additions - 266 224 781 1,271
Revaluation (2,013) - - - (2,013)
Disposals - (15) (25) (1) (41)
Exchange rate adjustment (8) (2) (1) - (11)
At 31 March 2024 23,217 6,261 1,389 1,010 31,877
Additions 162 30 49 94 335
Disposals - - (249) (3) (252)
Disposal of subsidiaries (23,379) (6,291) (1,189) (1,101) (31,960)
Exchange rate adjustment - - - - -
At 31 March 2025 - - - - -
Accumulated depreciation and impairment
At 1 April 2023 1,248 5,201 1,188 149 7,786
Acquisition through business combination - 124 - 47 171
Charge for the year 624 205 8 31 868
Revaluation (1,872) - - - (1,872)
Disposals - (15) (25) (1) (41)
Exchange rate adjustment - (2) (1) - (3)
At 31 March 2024 - 5,513 1,170 226 6,909
Charge for the year 591 123 58 23 795
Disposals (249) (3) (252)
Disposal of subsidiaries (591) (5,636) (979) (246) (7,452)
Exchange rate adjustment - - - - -
At 31 March 2025 - - - - -
Net book value
31 March 2025 - - - - -
31 March 2024 23,217 748 219 784 24,968
The Group accounting policy for recognition and subsequent measurement of land
and buildings is the revaluation model. In accordance with the International
Financial Reporting Standards, such revaluation exercises should be performed
regularly. The Group adopted a policy to revalue land and buildings after
every 3 years.
At the triennial valuation of land and building at 31 March 2024 the Group
revalued land and buildings down by $141,087 (31 March 2021: revalued up by
$18,475,127) in total (DECA revalued down by $274,923, Compagri revalued down
by $124,935 and Mozbife revalued up by $258,771). This valuation attributed a
value of $nil to the farms, which are currently held for sale. The carrying
value of land and buildings at 31 March 2025 under the cost model would have
been $nil (2024: $ 4,735,908). The valuation of the land and building was
carried out by a certified valuer. The valuation was based on replacement cost
method wherein the valuer estimated the cost of building a similar
infrastructure taking into account inflation, cost of constructions, land
value and return on investments. These inputs are Level 3 inputs as per the
fair value hierarchy as they are unobservable inputs. The fair value is
sensitive to these inputs and changes to one or more inputs can significantly
impact the fair value.
Property, plant and equipment with a carrying amount of $nil (2024:
$6,085,415) have been pledged to secure the Group's bank overdrafts and loans
(note 18). The Group is not allowed to pledge these assets as security for
other borrowings or sell them to another entity.
For the year ended 31 March 2025, a depreciation charge of $795,000 (2024:
$868,000) has been included in the consolidated income statement within
discontinued activities. Certain motor vehicles and equipment have been
purchased with finance leases.
14. Intangible Assets
US$000
Cost
At 1 April 2023 150
Additions 12
Exchange rate adjustment -
At 31 March 2024 162
Disposals (31)
Disposal of subsidiary (131)
Exchange rate adjustment -
At 31 March 2025 -
Accumulated amortisation
At 1 April 2023 147
Charge for the year 3
Exchange rate adjustment 12
At 31 March 2024 162
Disposal (31)
Disposal of subsidiary (131)
Exchange rate adjustment -
At 31 March 2025 -
Net book value
31 March 2025 -
31 March 2024 -
Intangible assets comprise investment in management information and financial
software.
15. Biological assets
US$000
Fair value
At 31 March 2023 496
Purchase of biological assets 1,751
Sale, slaughter or other disposal of biological assets (1,565)
Change in fair value of the herd (437)
Foreign exchange adjustment -
At 31 March 2024 245
Purchase of biological assets 791
Sale, slaughter or other disposal of biological assets (715)
Change in fair value of the herd (90)
On disposal of subsidiary (231)
Foreign exchange adjustment -
At 31 March 2025 -
All cattle are held for slaughter. The slaughter herd has been classified as a
current asset. Forage crops included in current assets are US$ nil (2024: US$
22,543).
16. Inventories
31 March 31 March
2025 2024
US$000 US$000
Consumables and - 21
spares
Raw materials - 442
Finished goods - 153
- 616
During the year inventories amounting to US$6,758,000 (2024: US$5,472,719)
were included in cost of sales
17. Trade and other receivables
31 March 31 March
2025 2024
US$000 US$000
Trade - 883
receivables
Other receivables 211 1,066
211 1,949
Trade receivables
31 March 31 March
2025 2024
US$000 US$000
Trade receivables - - 956
gross
Loss allowance - (73)
- 883
Trade receivables are amounts due from customers for goods sold in the
ordinary course of business. They are generally due for settlement within 30
days and therefore are all classified as current. Trade receivables are
recognised initially at the amount of consideration that is unconditional. The
Group holds the trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at amortised
cost using the effective interest method.
Other receivables include receivable from shareholder for services to or
expenses incurred on behalf of the shareholder US$210,000 (2024:US$176,118)
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. To measure the expected credit losses, trade receivables have
been grouped based on the days past due.
At 31 March 2024 Current More than 30 days More than 60 Days More than 90 days Total
Trade receivables
US$000 US$000 US$000 US$000 US$000
Expected loss rate 0% 0% 0% 70% 8%
Gross trade receivables 617 150 85 104 956
Loss allowance - - - 73 73
The closing loss allowances for trade receivables as at 31 March reconcile to
the opening loss allowances as follows:
31 March 31 March
2025 2024
US$000 US$000
Loss allowances at 1 April 73 22
Increase in loss allowance recognised in profit or loss on discontinued - 51
activities during the year
On disposal of discontinued activities (73) -
Exchange rate adjustment - -
Loss allowances at 31 March - 73
Trade receivables are provided for when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery
include, amongst others, the failure of a debtor to engage in a repayment plan
with the Group, and a failure to make contractual payments for a period of
greater than 120 days past due. This is used as the basis of the ECL provision
disclosed above. The Group determines the percentage based on historic trends.
Impairment losses on trade receivables are presented as net impairment losses
within operating profit. Subsequent recoveries of amounts previously written
off are credited against the same line item.
Further details on the Group's financial assets are provided in note 21.
18. Borrowings
31 March 2025 31 March 2024
US$000 US$000
Non-current liabilities
Shareholder loans - 13,637
Bank loans - 501
- 14,138
-
Current liabilities
Bank loans - 130
- 130
- 14,268
Reconciliation to cash flow statement
At 31 March 2024 Cash flow Interest accrued On disposal of subsidiaries Foreign Exchange At 31 March 2025
US$000 US$000 US$000 US$000 US$000 US$000
Shareholder loans 13,637 - 1,386 (15,023) - -
Bank loans (discontinued) 631 (526) 331 (436) - -
14,268 (526) 1,717 (15,459) - -
At 31 March 2023 Cash flow Interest accrued Loan to equity conversion Foreign Exchange At 31 March 2024
US$000 US$000 US$000 US$000 US$000 US$000
Shareholder loans 8,034 4,600 1,003 - - 13,637
Non-current bank loans 574 (72) - (1) 501
Non-current leases 88 (88) - - -
Current bank loans 1,056 (868) - (58) 130
Current leases 110 (110) - - -
9,862 3,462 1,003 - (59) 14,268
19. Trade and other payables
31 March 2025 31 March
2024
US$000 US$000
Trade payables - 268
Other payables - 396
Accrued liabilities 210 553
210 1,217
'Trade payables' and 'Accrued liabilities' principally comprise amounts
outstanding for trade purchases and ongoing costs. 'Other payables' includes
US$ nil (2024: US$349,000) in respect of working capital funding received from
Non-Controlling Interests. No interest is charged on any balances.
The Directors consider that the carrying amount of financial liabilities
approximates their fair value.
20. FINANCIAL INSTRUMENTS
20.1. Capital risk management
Following the disposal of the Group's trading operations, the Company manages
its capital to ensure that it will be able to continue as going concern whilst
it seeks investment opportunities to provide future returns to shareholders.
20.2. Categories of financial instruments
The following are the Group financial instruments as at the year-end held at
amortised cost:
31 March 2025 31 March 2024
US$000 US$000
Financial assets
Cash and bank balances - 439
Other loans and receivables 210 956
210 1,395
Financial liabilities
Trade and other payables 210 1,217
Borrowings - current - 130
Borrowings - non-current - 14,138
210 15,485
- (14, 090)
20.3. Financial risk management objectives
The Group manages the risks arising from its operations, and financial
instruments at Executive operating and Board level. The Board has overall
responsibility for the establishment and oversight of the Group's risk
management framework and to ensure that the Group has adequate policies,
procedures and controls to manage successfully the financial risks that the
Group faces.
Following the disposal of the Group's trading operations the Company's key
financial market risks arise from changes in foreign exchange rates ('currency
risk'). The Group is also exposed to credit risk and liquidity risk. The
principal risks that the Group faces as at 31 March 2025 with an impact on
financial instruments are summarised below.
20.4. Market Risk
The Group is exposed to currency risk. These are discussed further below on
note 20.5 and note 20.6.
20.5. Currency risk
Prior to the disposal of the Group's trading activities, certain of the Group
companies have functional currencies other than US$ and the Group is therefore
subject to fluctuations in exchange rates in translation of their results and
financial position into US$ for the purposes of presenting consolidated
accounts. The Company does not hedge against this translation risk. The
Group's financial assets and liabilities by functional currency of the
relevant company are as follows:
Assets Liabilities
31 March 31 March 31 March 31 March
2025 2024 2025 2024
US$000 US$000 US$000 US$000
Great British Pound ('GBP') 211 11 210 143
Mozambique Metical ('MZN') - 1,277 - 1,356
211 1,288 210 1,499
Following the disposal of its trading operations, the Company transacts with
suppliers and/or customers in currencies other than the functional currency.
The Company does not hedge against this transactional risk. As at 31 March
2025 the Company's outstanding foreign currency denominated monetary items
were principally exposed to changes in the US$ / GBP.
20.6. Interest rate risk
Following the disposal of the Group's trading operations, there is no
significant exposure to changes in interest rates at 31 March 2025.
20.7. Credit risk
Following the disposal of the Group's trading operations, there is no
significant exposure to credit risk at 31 March 2025.
The maximum exposure to credit risk is the carrying value of the Group
financial assets disclosed in note 20.2. Details of provisions against
financial assets are provided in note 17.
20.8. Liquidity risk
The Company policy throughout the year has been to ensure that it has adequate
liquidity by careful management of its working capital. The operating
executives continually monitor the Group's actual and forecast cash flows and
cash positions. They pay particular attention to ongoing expenditure, both for
operating requirements and development activities, and matching of the
maturity profile of the Group's overdrafts to the processing and sale of the
Group's maize and beef products.
Following the disposal of the Company's trading operations, Chepstow has
agreed to provide the Company with access to an unsecured loan facility in the
amount of up to £750,000. The purpose of the facility is to provide the
Company with access to capital to ensure that the Company has sufficient
working capital for a period of at least 18 (eighteen) months from completion
of the disposal ("Deadline Date") or the date on which the Company completes
an acquisition that would qualify as a reverse takeover under AIM Rule 14 or
becoming an investing company in accordance with AIM Rule 8 (a "Repayment
Transaction"). However, in the event that a Repayment Transaction has not
taken place before the Deadline Date, Chepstow will irrevocably release the
Company from its repayment obligations under the facility. Interest shall be
charged at the rate of 4.5% per annum (or part thereof, if applicable), on a
daily basis on amounts drawn down.
21. Share capital
Authorised Allotted and fully paid
Number Number US$000
At 31 March 2023 74,038,389 71,829,007 3,755
Transferred from share premium - - 52,701
At 31 March 2024 74,038,389 71,829,007 56,456
At 31 March 2025 74,038,389 71,829,007 56,456
At 31 March 2024 and 31 March 2025
Deferred shares of 0.1p each 155,000,000 155,000,000 238
Total share capital 229,038,389 226,829,007 56,694
The Company has one class of ordinary share which carries no right to fixed
income.
The deferred shares carry no right to any dividend; no right to receive
notice, attend, speak or vote at any general meeting of the Company; and on a
return of capital on liquidation or otherwise, the holders of the deferred
shares are entitled to receive the nominal amount paid up after the repayment
of £1,000,000 per ordinary share. The deferred shares may be converted into
ordinary shares by resolution of the Board.
At 31 March 2024 the Company offset accumulated losses of US$98,718,000
attributable to its previous oil and gas businesses against share premium
account and the balance of US$52,701,000 remaining on the share premium
account has been combined with the share capital account to comply with
Guernsey company law.
Warrants
31 March 31 March
2025 2024
PILOW warrants - 50,588,389
Broker warrants - 1,250,000
- 51,838,389
The PILOW warrants and Broker warrants had a term of two years. These lapsed
on 22 March 2025
22. Share based payments
22.1. Charge in the year
The Company recorded a charge within Operating expenses for share-based
payments of $ Nil (2024: $ Nil) in respect of options issued in previous years
vesting during the year. No options were issued during the year (2024: $ Nil).
22.2. Outstanding options and warrants
The options outstanding at 1 April 2024 lapsed during the period unexercised.
There are no options outstanding at 31 March 2025.
23. Related party disclosures
Chepstow Investments Limited ("Chepstow"), (formerly Magister Investments
Limited), holds 50.58% of the ordinary share capital of the Company and is the
ultimate controlling party. The balance due to Chepstow in respect of loans at
31 March 2025 was $nil (2024: $13,636,619). The Company charged Chepstow a fee
of $210,000 for services in connection with the disposal. At 31 March 2025,
the Company has a receivable from Chepstow of $210,000 (2024: $nil)
On 31 March 2025, shareholders approved the disposal of the Company's
Mozambique Agricultural Businesses to Chepstow. Details of the disposal are
set out in note 11.
During the year, in response to limited access to foreign currency by the
Mozambique Agricultural Businesses, Palmerston Trading settled certain
invoices denominated in foreign currencies. Gary Smith is a director of
Palmerston Trading and Hamish Rudland, through the CASA Trust owns 50% of the
share capital. The facility bears interest at 9% per annum. The balance
outstanding at 31 March 2025 was $133,000 and was transferred on disposal.
The following Director of PACSCo is also a Director of Chepstow:
· HBW Rudland
The remuneration of the Directors, who are the key management personnel of the
Company, is set out in note 8.
24. Events subsequent to the balance sheet date
Under the terms of the agreement to dispose of the Mozambican Agricultural
Businesses, application has been made to the Mozambique Competition Regulatory
Authority ("CRA") and the Bank of Mozambique for their regulatory approvals.
Approval has been received from the CRA and is awaited from the Bank of
Mozambique.
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