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Company registration number: 06292059







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 OCTOBER 2023


EXAGRIS LIMITED






































img10ed.png                        

 


EXAGRIS LIMITED
 


 
COMPANY INFORMATION


Directors
D Lilley 
C Lilley 




Registered number
06292059



Registered office
Amersham Court
154 Station Road

Amersham

Buckinghamshire

HP6 5DW




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


EXAGRIS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 9
Consolidated Income Statement
10
Consolidated Statement of Comprehensive Income
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14 - 15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17 - 18
Consolidated Analysis of Net Debt
19
Notes to the Financial Statements
20 - 39


 


EXAGRIS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

Introduction
 
The directors present their strategic report with the financial statements of the Company and the Group for the period ended 31 October 2023.
During the period ending 31 October 2023 an overall Group’s performance did not improve despite the continued efforts of its management to stabilise the operations. 
          
As a result of these continued losses in the Group the main funder Mr David Lilley decided not to provide any further finance assistance except where unavoidable.   

Business review
 
The principal activity of the Group was management of farming companies overseas and alternative energy supplies in the UK.
In Africa, Africa Invest Limited, which held 6 estates at the balance sheet date totalling around 2,990 arable hectares was still struggling to operate.  To help its cashflow situation decision was made to sell one of the farms.  Valid Nutrition Limited that specialises in agri processing of ready to use food (RUFs) discontinued its  operations as from 1 November 2021. 
In Russia, Andropovsky Agroproekt ooo that owns 12,000 hectares of land in Stavrapol region, approx. 8,000 of which is arable due to the ongoing geopolitical issues in the country struggled to operate. The parent company was not able to provide any financial assistance into the Russian business even for the capital requirements.  Given the sanctions put in place the group can no longer fully control the subsidiary.  As such, the directors have concluded that there are severe long term restrictions hindering the exercise of the rights of the parent company over the assets or management of Andropovsky Agroproekt OOO. Because of this the directors have come to the decision that AAP should not be included in these consolidated accounts.
The UK Hydro Electric Scheme in Scotland continued to prosper and brought revenues and continued repaying its loan to the parent company.  Since this company is a breadwinner for the group to increase the hydroelectric productivity, some improvements were carried out to hydro scheme.
Turnover across the group reduced with the exception to one UK subsidiary. The gross profits declined except the group’s gross profit which increased slightly. The group showed the operating profits only as a result of the increase in other income.

Key performance indicators
 
The Group monitors its performance against strategic objectives by means of key performance indicators.  The main KPIs it uses (excluding Andropovsky Agroproekt ooo) are gross profit (2023 £0.59m, 2022 £0.47m) and turnover (2023 £0.6m, 2022 £0.5m) and hectares (2023 3k, 2022 3.7k).

Page 1

 


EXAGRIS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

Principal risks and uncertainties
 
The key business risks and uncertainties affecting the Group are considered to relate to the yields achieved on crops and the prices at which these crops are sold.  Yields are affected by a number of factors controlled by the farm management but also by the weather.  Prices tend to be dictated by global commodity pricing.
The Group is also exposed to foreign currencies, principally USD, Malawi Kwacha and the Russian Ruble.  Principal foreign currency exposure arises from trade in its overseas subsidiaries.  Hedging its exposure is not always feasible as some of the currencies involved are not traded.  However, the underlying sales are generally made in crops priced in USD.  This provides the Group with a form of hedge against currency fluctuations.
The Group has exposure to the following risks from its transactions in financial instruments:
liquidity risk
foreign currency risk
credit risk

This note represents information about the group's exposure to each of the above risks, the group's objectives, policies and processed for identification, measurement, monitoring and controlling risk and the group's management of capital. 
Liquidity risk
The Group's policy on liquidity risk is to ensure that significant cash is available to fund ongoing operations.  The Group's borrowings facilities are principally by D Lilley.  These are regularly reviewed and only provided where unavoidable. 
  
Foreign currency risk  
The Group's principal foreign currency exposure arises from denomination of financing of group borrowings and trade in its overseas subsidiaries. Hedging its exposure is not always feasible as the currencies involved are not traded. However, the underlying sales are generally made in crops priced in USD. This provides the Group with a form of hedge against currency fluctuations, however not on significant balances owed.
Credit risk  
The Group's maximum exposure to credit risk in relation to financial assets is represented by bank balances and cash, trade and other receivables.  The Group manages exposure by close control of these resources.


This report was approved by the board and signed on its behalf.



D Lilley
Director

Date: 31 July 2024

Page 2

 


EXAGRIS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

The directors present their report and the financial statements for the year ended 31 October 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Directors

The directors who served during the year were:

D Lilley 
C Lilley 

Matters covered in the Group Strategic Report

In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Strategic Report preceding the Directors' Report includes information that would have formerly been included in the business review and the principal risks and uncertainties of the Directors' Report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 


EXAGRIS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023

This report was approved by the board and signed on its behalf.
 





D Lilley
Director

Date: 31 July 2024

Page 4

 


EXAGRIS LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED

Qualified opinion


We have audited the financial statements of Exagris Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2023, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion,  except for the effects on the corresponding figures of the matter described in the Basis for qualified opinion paragraph, the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 October 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for qualified opinion


A material subsidiary (Andropovsky Agroproekt OOO – ‘AAP’) was removed from consolidation in the year ended 31 October 2022 due to the ongoing geopolitical issues in Russia and the sanctions put in place, as the directors concluded that there are severe long term restrictions hindering the exercise of the rights of the parent company over the assets or management of AAP. As a result of this the directors have concluded that AAP should be excluded from these consolidated financial statements and have ceased to account for this as a subsidiary as at 24 February 2022, with the results for the previous period to this date for that subsidiary being disclosed separately as "discontinued" on the face of the consolidated income statement. We were unable to review the working papers or ask any questions of the auditors of AAP as they are based in Russia and the sanctions put in place by the UK government do not allow this. Our work on this component of the Group was therefore limited and we were unable to obtain sufficient and appropriate audit evidence in regard to the the loss on removal of this entity from consolidation of £1.76m, shown in the consolidated income statement nor any other entries within the column “discontinued operations” within the consolidated income statement. Our audit opinion on the financial statements for the year ended 31 October 2022 was modified accordingly. Our opinion on the current period’s financial statements is also modified because of the effect of this matter on the comparability of the current period’s figures and the corresponding figures.


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 United Kingdom, including the Financial Reporting Council's Ethical Standard 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 qualified opinion.


Page 5

 


EXAGRIS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)

Material uncertainty related to going concern


We draw attention to note  in the financial statements, which indicates that the Group had net liabilities of £16,103,731 at 31 October 2023. Mr D Lilley, a director and controlling party, has provided written assurances that he has no intention to recall the amounts owed to him for at least one year from the date of approval of the accounts however he has not confirmed his willingness to provide any additional support which may be necessary to the Company and Group.
As stated in note , these events or conditions, along with the other matters as set forth in note , indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


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 ReportOur opinion on the 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.


Opinion on other matters prescribed by the Companies Act 2006
 

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 6

 


EXAGRIS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)

Matters on which we are required to report by exception
 

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
Arising solely from the limitation of the scope of our work relating to AAP in the prior year, referred to above:
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit;
and
returns adequate for our audit have not been received from branches not visited by us.


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


adequate accounting records have not been kept by the parent Company; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made.



Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the 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 financial statements, the directors are responsible for assessing the Group's and the parent Company'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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 


EXAGRIS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)

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 Group 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:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
Companies Act 2006
Financial Reporting Standards 102
UK Tax legislation
General Data Protection Regulations

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
Identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be through posting of unusual journals and complex transactions.


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. This description forms part of our Auditor's Report.


Page 8

 


EXAGRIS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Andrew Wooding FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

31 July 2024
Page 9

 


EXAGRIS LIMITED
 


 
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023

Continuing operations
Total
Continuing operations
Discontinued operations
Total
2023
*
2023
2022
2022
2022
Note
£
£
£
£
£
£

  

Turnover
 4 
633,198
-
633,198
504,827
375,924
880,751

Cost of sales
  
(40,792)
-
(40,792)
(37,147)
(303,760)
(340,907)

Gross profit
  
592,406
-
592,406
467,680
72,164
539,844

Administrative expenses
  
(1,665,545)
-
(1,665,545)
(1,770,112)
(353,782)
(2,123,894)

Exceptional administrative expenses
  
-
-
-
-
(1,757,329)
(1,757,329)

Other operating income
 5 
465,936
-
465,936
340,433
477,929
818,362

Profit/loss on disposal and fair value movements on investment property
  
4,870,404
-
4,870,404
1,192,427
-
1,192,427

Operating profit/(loss)
 6 
4,263,201
-
4,263,201
230,428
(1,561,018)
(1,330,590)

Income from other fixed asset investments
  
1,834,534
-
1,834,534
(3,143,344)
1,381,064
(1,762,280)

Interest receivable and similar income
  
125,708
-
125,708
10
-
10

Interest payable and similar expenses
 10 
(1,238)
-
(1,238)
(915)
(4,245)
(5,160)

Profit/(loss) before tax
  
6,222,205
-
6,222,205
(2,913,821)
(184,199)
(3,098,020)

Tax on profit/(loss)
 11 
11,001
-
11,001
(298,106)
-
(298,106)

Profit/(loss) for the financial year
  
6,233,206
-
6,233,206
(3,211,927)
(184,199)
(3,396,126)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
(741,325)
-
(741,325)
(2,307,464)
(42,320)
(2,349,784)

Owners of the parent
  
6,974,531
-
6,974,531
(904,463)
(141,879)
(1,046,342)

  
6,233,206
-
6,233,206
(3,211,927)
(184,199)
(3,396,126)

The notes on pages 20 to 39 form part of these financial statements.

*All of the current period profit and loss arises from continuing operations.

Page 10

 


EXAGRIS LIMITED
 



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
Note
£
£


Profit/(loss) for the financial year

  

6,233,206
(3,396,126)

Other comprehensive income
  


Currency translation differences
  
589,976
(1,518,144)

Other comprehensive income for the year
  
589,976
(1,518,144)

Total comprehensive income for the year
  
6,823,182
(4,914,270)

Profit/(loss) for the year attributable to:
  


Non-controlling interest
  
(741,325)
(2,349,784)

Owners of the parent Company
  
6,974,531
(1,046,342)

  
6,233,206
(3,396,126)

Total comprehensive income attributable to:
  


Non-controlling interest
  
(618,474)
(3,529,216)

Owners of the parent Company
  
7,441,656
(1,385,054)

  
6,823,182
(4,914,270)

The notes on pages 20 to 39 form part of these financial statements.

Page 11

 


EXAGRIS LIMITED
REGISTERED NUMBER:06292059



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
6,564,289
8,596,270

  
6,564,289
8,596,270

Current assets
  

Stocks
 14 
28,688
33,537

Debtors: amounts falling due within one year
 15 
624,577
368,741

Cash at bank and in hand
 16 
7,186,035
79,516

  
7,839,300
481,794

Creditors: amounts falling due within one year
 17 
(30,072,338)
(31,554,271)

Net current liabilities
  
 
 
(22,233,038)
 
 
(31,072,477)

Total assets less current liabilities
  
(15,668,749)
(22,476,207)

Creditors: amounts falling due after more than one year
 18 
(17,915)
(22,638)

Provisions for liabilities
  

Deferred taxation
 20 
(406,064)
(417,065)

  
 
 
(406,064)
 
 
(417,065)

Net liabilities
  
(16,092,728)
(22,915,910)


Capital and reserves
  

Called up share capital 
 21 
1
1

Share premium account
 22 
19,999
19,999

Foreign exchange reserve
 22 
1,516,169
1,049,044

Profit and loss account
 22 
(6,660,336)
(13,634,867)

Equity attributable to owners of the parent Company
  
(5,124,167)
(12,565,823)

Non-controlling interests
  
(10,968,561)
(10,350,087)

  
(16,092,728)
(22,915,910)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Lilley
Director

Date: 31 July 2024

The notes on pages 20 to 39 form part of these financial statements.

Page 12

 


EXAGRIS LIMITED
REGISTERED NUMBER:06292059



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
3,871,642
5,758,319

Investments
 13 
100
100

  
3,871,742
5,758,419

Current assets
  

Debtors: amounts falling due within one year
 15 
1,187,403
1,226,443

Cash at bank and in hand
 16 
6,639,391
16,053

  
7,826,794
1,242,496

Creditors: amounts falling due within one year
 17 
(28,073,830)
(29,457,448)

Net current liabilities
  
 
 
(20,247,036)
 
 
(28,214,952)

Total assets less current liabilities
  
(16,375,294)
(22,456,533)

  

Provisions for liabilities
  

Deferred taxation
 20 
(406,064)
(417,065)

  
 
 
(406,064)
 
 
(417,065)

Net liabilities
  
(16,781,358)
(22,873,598)


Capital and reserves
  

Called up share capital 
 21 
1
1

Share premium account
 22 
19,999
19,999

Profit and loss account brought forward
  
(22,893,598)
(20,234,007)

Profit/(loss) for the year
  
6,092,240
(2,659,591)

Profit and loss account carried forward
  
(16,801,358)
(22,893,598)

  
(16,781,358)
(22,873,598)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


D Lilley
Director

Date: 31 July 2024

The notes on pages 20 to 39 form part of these financial statements.

Page 13


 
EXAGRIS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 November 2022
1
19,999
1,049,044
(13,634,867)
(12,565,823)
(10,350,087)
(22,915,910)



Comprehensive income for the year


Profit for the year

-
-
-
6,974,531
6,974,531
(741,325)
6,233,206


Currency translation differences
-
-
467,125
-
467,125
122,851
589,976



Other comprehensive income for the year
-
-
467,125
-
467,125
122,851
589,976



Total comprehensive income for the year
-
-
467,125
6,974,531
7,441,656
(618,474)
6,823,182



Total transactions with owners
-
-
-
-
-
-
-



At 31 October 2023
1
19,999
1,516,169
(6,660,336)
(5,124,167)
(10,968,561)
(16,092,728)



The notes on pages 20 to 39 form part of these financial statements.

Page 14


 
EXAGRIS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2022



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£


At 1 November 2021
1
19,999
6,679,410
(13,334,330)
(6,634,920)
(11,366,720)
(18,001,640)



Comprehensive income for the year


Loss for the year

-
-
-
(1,046,342)
(1,046,342)
(2,349,784)
(3,396,126)


Currency translation differences
-
-
(338,712)
-
(338,712)
(1,179,432)
(1,518,144)



Other comprehensive income for the year
-
-
(338,712)
-
(338,712)
(1,179,432)
(1,518,144)



Total comprehensive income for the year
-
-
(338,712)
(1,046,342)
(1,385,054)
(3,529,216)
(4,914,270)


Transfer on disposal of subsidiary
-
-
(5,291,654)
745,805
(4,545,849)
4,545,849
-



Total transactions with owners
-
-
(5,291,654)
745,805
(4,545,849)
4,545,849
-



At 31 October 2022
1
19,999
1,049,044
(13,634,867)
(12,565,823)
(10,350,087)
(22,915,910)



The notes on pages 20 to 39 form part of these financial statements.

Page 15

 


EXAGRIS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 November 2021
1
19,999
(20,234,007)
(20,214,007)


Comprehensive income for the year

Loss for the year
-
-
(2,659,591)
(2,659,591)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(2,659,591)
(2,659,591)


Total transactions with owners
-
-
-
-



At 1 November 2022
1
19,999
(22,893,598)
(22,873,598)


Comprehensive income for the year

Profit for the year
-
-
6,092,240
6,092,240


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
6,092,240
6,092,240


Total transactions with owners
-
-
-
-


At 31 October 2023
1
19,999
(16,801,358)
(16,781,358)


The notes on pages 20 to 39 form part of these financial statements.

Page 16

 


EXAGRIS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
6,233,206
(3,396,126)

Adjustments for:

Depreciation of tangible assets
106,649
146,208

Loss on disposal of tangible assets
-
2,122

Interest payable
1,238
5,160

Interest receivable
(125,708)
(10)

Taxation charge
(11,001)
298,106

Decrease in stocks
4,849
982,808

(Increase)/decrease in debtors
(255,836)
671,827

(Decrease) in creditors
(1,395,726)
(438,796)

Profit/loss on disposal and fair value movements on investment property
(4,870,404)
(1,192,427)

Foreign exchange
697,125
1,421,872

Loss on diposal of subsidiary
-
1,757,329

Net cash generated from operating activities

384,392
258,073


Cash flows from investing activities

Purchase of tangible fixed assets
(281,245)
(369,142)

Sale of investment property
7,000,000
-

Interest received
125,708
10

Cash outflow on disposal of subsidiary
-
(71,277)

Net cash from investing activities

6,844,463
(440,409)
Page 17

 


EXAGRIS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023


2023
2022

£
£



Cash flows from financing activities

Repayment of finance leases
(4,305)
-

Loans due from/(repaid to) directors
(116,780)
27,992

Interest paid
(1,238)
(5,160)

Net cash used in financing activities
(122,323)
22,832

Net increase/(decrease) in cash and cash equivalents
7,106,532
(159,504)

Cash and cash equivalents at beginning of year
79,424
238,928

Cash and cash equivalents at the end of year
7,185,956
79,424


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,186,035
79,516

Bank overdrafts
(79)
(92)

7,185,956
79,424


The notes on pages 20 to 39 form part of these financial statements.

Page 18

 


EXAGRIS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 OCTOBER 2023




At 1 November 2022
Cash flows
At 31 October 2023
£

£

£

Cash at bank and in hand

79,516

7,106,519

7,186,035

Bank overdrafts

(92)

13

(79)

Finance leases

(26,943)

4,305

(22,638)


52,481
7,110,837
7,163,318

The notes on pages 20 to 39 form part of these financial statements.

Page 19

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'. 

Exagris Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is disclosed on the company information page. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Going concern

The the Group had net liabilities of £16,103,731 at 31 October 2023.
Mr D Lilley, a director and controlling party, has provided written assurances that he has no intention to recall the amounts owed to him for at least on year from the date of approval of the accounts however he has not confirmed his willingness to provide any additional support which may be necessary to the company and group. 
Subject to the amounts owed to the director not being recalled and sufficient cash being retained within the group to meet its third party liabilities, the directors consider the group to be a going concern. These matters represent a material uncertainty on the group and company's ability to continue as a going concern.
The financial statements do not include any adjustments that would result if the group was unable to continue as a going concern.

Page 20

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained. They are deconsolidated from the date control ceases.

Due to the ongoing geopolitical issues in Russia and sanctions put in place the group can no longer fully control Andropovsky Agroproekt OOO – ‘AAP’.  As such, the directors have concluded that there are severe long-term restrictions hindering the exercise of the rights of the parent company over the assets or management of Andropovsky Agroproekt OOO. As a result of this the directors have concluded that AAP should not be included in these consolidated accounts and have ceased to account for this as a subsidiary as at 24 February 2022, with the results for the prior period to this date for that subsidiary being disclosed separately as "discontinued" on the face of the consolidated income statement.

  
2.4

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102.  As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) No cash flow statement has been presented for the company,
(b) Disclosures in respect of financial instruments of the company have not been presented,
(c) No disclosure has been given for the aggregate remuneration of key personnel of the company.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 21

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

  
2.6

Associates

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Profit and Loss Account includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. Provisions are not made for the share of associates losses as there is no legal or constructive obligation for the Company to provide support to the associates.

 
2.7

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
3%
Straight line
Long-term leasehold property
-
3%
Straight line
Plant and machinery
-
25%
Straight line and 20% straight line
Motor vehicles
-
25%
Straight line
Fixtures and fittings
-
25%
Straight line
Office equipment
-
25%
Straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Investment property

Investment property is initially recognised at cost and then subsequently measured at fair value. Changes in value are recognised in profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 22

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out right short term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Income Statement.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
 
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  
2.13

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Income Statement in the same period as the related expenditure.

Page 23

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.14

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.15

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.16

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.17

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.18

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 25

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgements
Management are of the opinion that there are no significant judgements (apart from those involving estimations) made in the process of applying the entity's accounting policies.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Impairment of subsidiary and goodwill
Determining whether an investment is impaired or amounts due from group undertakings requires an estimation of its fair value. This is based on the future operating performance of the individual company.
Impairment of stock
The management include impairment provisions for any potential obsolete stock which is estimated based on the age of the stock and provide fully against any known irrecoverable amounts.


4.


Turnover

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
550,266
504,827

Rest of the world
82,932
375,924

633,198
880,751


Page 26

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

5.


Other operating income

2023
2022
£
£

Other operating income
183,445
362,691

Net rents receivable
1,209
4,789

Royalty receivable
482
-

Government grants receivable
280,800
-

Sundry income
-
450,882

465,936
818,362


Government grants receivable relate to amounts received from NatureScot for peatland restoration. Discontinued operations of the comparative 2022 figures account for all sundry income and £27,047 of the amounts shown in other operating income.


6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Other operating lease rentals
31,960
49,341


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
22,575
21,500

Page 27

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
377,746
573,042
184,235
187,968

Social security costs
18,788
30,271
16,014
16,910

Cost of defined contribution scheme
9,343
29,941
4,595
4,508

405,877
633,254
204,844
209,386


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Production staff
81
61
-
-



Administrative staff
17
15
5
5

98
76
5
5


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
12,750

-
12,750



10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
-
4,245

Finance leases and hire purchase contracts
1,238
915

1,238
5,160

Page 28

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

11.


Taxation


2023
2022
£
£



Total current tax
-
-


Origination and reversal of timing differences
(11,001)
298,106

Total deferred tax
(11,001)
298,106


Taxation on (loss)/profit on ordinary activities
(11,001)
298,106
Page 29

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 22.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
6,222,205
(3,098,020)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.5% (2022 - 19%)
1,399,996
(588,624)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
38,431
165,033

Depreciation for year in excess of capital allowances
383
9,579

Utilisation of tax losses brought forward
(1,113,201)
-

Utilisation of tax losses brought forward
(945,790)
-

Unrelieved tax losses carried forward
554,839
557,446

Unrelieved tax losses in foreign subsidiaries
54,341
263,674

Operations not subject to corporation tax
-
(180,547)

Different tax rate on deferred tax
-
71,545

Total tax charge for the year
(11,001)
298,106


Factors that may affect future tax charges

The Group has carry forward losses within its UK Companies of £2,465,950 (2022 - £4,178,176) which can be utilised by profits made from other UK group companies. No amount of deferred tax is recognised on these losses due to the uncertainty over the future profits of  entities within the group. 

Page 30

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

12.


Tangible fixed assets

Group






Freehold / Investment property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£
£



Cost or valuation


At 1 November 2022
6,952,726
161,578
3,182,485
103,397
121,367
10,521,553


Additions
91,845
-
184,156
-
5,244
281,245


Disposals
(2,136,058)
-
(80,421)
-
(7,473)
(2,223,952)


Exchange adjustments
(109,208)
-
(67,694)
(11,676)
(13,274)
(201,852)



At 31 October 2023

4,799,305
161,578
3,218,526
91,721
105,864
8,376,994



Depreciation


At 1 November 2022
365,017
161,578
1,282,304
46,891
69,493
1,925,283


Charge for the year on owned assets
3,916
-
89,199
12,151
1,383
106,649


Disposals
(36,630)
-
(80,421)
-
(7,473)
(124,524)


Exchange adjustments
(14,778)
-
(66,305)
(7,815)
(5,805)
(94,703)



At 31 October 2023

317,525
161,578
1,224,777
51,227
57,598
1,812,705



Net book value



At 31 October 2023
4,481,780
-
1,993,749
40,494
48,266
6,564,289



At 31 October 2022
6,587,709
-
1,900,181
56,506
51,874
8,596,270

Page 31

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

           12.Tangible fixed assets (continued)


Company






Freehold / Investment property
Fixtures and fittings
Total

£
£
£

Cost or valuation


At 1 November 2022
5,758,101
29,555
5,787,656


Additions
91,845
4,884
96,729


Disposals
(1,982,112)
(7,473)
(1,989,585)



At 31 October 2023

3,867,834
26,966
3,894,800



Depreciation


At 1 November 2022
-
29,337
29,337


Charge for the year on owned assets
-
1,294
1,294


Disposals
-
(7,473)
(7,473)



At 31 October 2023

-
23,158
23,158



Net book value



At 31 October 2023
3,867,834
3,808
3,871,642



At 31 October 2022
5,758,101
218
5,758,319

Investment property held by the group and company totals £3,867,834 (2022 - £5,758,101). 
The effective date of the valuation of investment property was 14 May 2022 and was carried out by a third party and with reference to the general property market. The valuation was authorised by Mr Ed Blundy MRICS FAAV REV of Brown & Co – Property & Business Consultants LLP.  Mr Ed Blundy is a RICS VRS registered valuer. 
The amounts that would have been reported under the historical cost basis were £2,241,642 (2022 - £4,089,840).
Investment properties with a carrying amount of £3,209,950 is pledged as security for a loan from the director (see note 16).






Page 32

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost or valuation


At 1 November 2022
3,544,814
538,761
4,083,575



At 31 October 2023

3,544,814
538,761
4,083,575



Impairment


At 1 November 2022
3,544,714
538,761
4,083,475



At 31 October 2023

3,544,714
538,761
4,083,475



Net book value



At 31 October 2023
100
-
100



At 31 October 2022
100
-
100

Page 33

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

Subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Africa Invest Limited
Along Mchinji Road, Opposite Sol Farm, Lilongwe, Malawi
Ordinary
70%
Valid Nutrition Limited
Chagwamnjira & Co, Bwaila Chambers, Private Bag 209,Lilongwe
Ordinary
51%
Andropovsk Farms Limited
Lynton House, 7-12 Tavistock Square, London, WC1H 9LT
Ordinary
77%
Andropovsk Agroproekt OOO*
No 37, 70th October Anniversary Street, Krimgerevskaya,Andropovsk Region, Stavropol Krai, Russia, 357085
Ordinary
77%
Global Agricultural  Management Limited
Lynton House, 7-12 Tavistock Square, London, WC1H 9LT
Ordinary
75%
APK Krimgereevskoe OOO*
No 37, 70th October Anniversary Street, Krimgerevskaya,Andropovsk Region, Stavropol Krai, Russia, 357085
Ordinary
75%
Exagris SA
Exagris, Km 24.3 Villas Capri, Casa 18, Sector Olivos
Ordinary
90%
ALLT Power Limited
2nd Floor, Amersham Court, 154 Station Road, Amersham,Buckinghamshire, HP6 5DW
Ordinary
100%

* Indirect holding - effective share of voting rights shown.


Associates


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Afri-nut Company Limited
Along Mchinji Road, Opposite Sol Farm, Lilongwe, Malawi
Ordinary
25%
Afri-Oils Limited
Along Mchinji Road, Opposite Sol Farm, Lilongwe, Malawi
Ordinary
34%

Page 34

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

14.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Finished goods and goods for resale
28,688
33,537
-
-

28,688
33,537
-
-



15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
101,002
71,856
2,080
3,442

Amounts owed by group undertakings
-
31,864
1,114,557
1,206,218

Other debtors
119,678
87,970
50,329
5,500

Prepayments and accrued income
299,921
89,916
7,531
7,687

Tax recoverable
103,976
87,135
12,906
3,596

624,577
368,741
1,187,403
1,226,443



16.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
7,186,035
79,516
6,639,391
16,053

Less: bank overdrafts
(79)
(92)
-
-

7,185,956
79,424
6,639,391
16,053


Page 35

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
79
92
-
-

Trade creditors
162,584
55,490
49,718
3,153

Corporation tax
36,541
42,708
-
-

Other taxation and social security
8,926
13,916
-
606

Obligations under finance lease and hire purchase contracts
4,723
4,305
-
-

Other creditors
29,686,312
30,919,242
27,987,038
29,075,155

Accruals and deferred income
173,173
518,518
37,074
378,534

30,072,338
31,554,271
28,073,830
29,457,448


Included in other creditors due within one year above is a balance of £27,987,038 (2022 - £29,075,155) which is secured by a charge over one of the Company's investment properties.


18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Net obligations under finance leases and hire purchase contracts
17,915
22,638
-
-

17,915
22,638
-
-





19.


Hire purchase and finance leases


At 31 October 2023 the Group had future minimum lease payments under hire purchase due for each of the following periods:

Group
Group
2023
2022
£
£

Within one year
4,723
4,305

Between 1-5 years
5,142
4,723

Over 5 years
12,773
17,915

22,638
26,943

Obligations under finance leases and hire purchase contracts are secured against the assets to which they relate.

Page 36

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

20.


Deferred taxation


Group



2023


£






At beginning of year
(417,065)


Charged to profit or loss
11,001



At end of year
(406,064)

Company


2023


£






At beginning of year
(417,065)


Charged to profit or loss
11,001



At end of year
(406,064)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Property revaluations
(406,064)
(417,065)
(406,064)
(417,065)

(406,064)
(417,065)
(406,064)
(417,065)


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1 (2022 - 1) Ordinary share of £1.00
1
1


Page 37

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

22.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Foreign exchange reserve

This reserve records exchange differences relating to the translation of the net assets of the Group’s foreign operations, from the functional currencies into the Group’s presentational currency.

Profit and loss account

This reserve records retained earnings and accumulated losses.


23.


Commitments under operating leases

At 31 October 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
34,050
49,341

Later than 1 year and not later than 5 years
174,875
236,039

Later than 5 years
877,031
1,329,229

1,085,956
1,614,609

From February 2023 onwards, a sub lease is in place for one of building lease disclosed above.

Page 38

 


EXAGRIS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

24.


Related party transactions

The company has taken advantage of the exemption provided by FRS 102 not to disclose related party transactions entered into between two or more members of the group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
 
Included in creditors due within one year is £27,987,038 (2022 - £29,075,155) due to a director from the Company.  These amounts are secured over property owned by the parent company.  Included in creditors due within one year is £29,686,312 (2022 - £30,919,242) due to a director from the Group.
In relation to group undertakings, the following related party balances and transactions are applicable to the parent undertaking, Exagris Limited, unless otherwise stated.
 
Subsidiaries in the group
Amounts owed by group undertakings is shown in the debtors note to the accounts.  These amounts are  net of provisions made, which total £1,114,557 (2022 -  £1,206,218) in the Company’s accounts.
Transactions with group undertakings are shown below:
During the year £5,155,038 (2021 -  £4,417,160) of interest was accrued on loans to subsidiaries and is included within the balance due.  Interest is accruing on these loans at a rate of 8%, 10% and 15% per annum.
Interest is not recognised on an inter group loan between two fellow group undertakings as it is not deemed recoverable.  Had interest been charged it would have amounted to £477,052 (2022 - £523,404).  The total amount not recognised to date is £8,150,540 (2022 - £7,673,488).  These amounts would eliminate on consolidation within the group accounts.


25.


Ultimate Controlling party

The company is controlled by Mr D and Mrs C Lilley who control 100% of the share capital of Exagris Limited.

 
Page 39