Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31Procurement and sales of petroleum products, raw materials for mining, food and building industries, plant and machinery for a diversified portfolio of customers in Africa.truetruetruetrue62024-01-01false3truefalsefalse 01653628 2024-01-01 2024-12-31 01653628 2023-01-01 2023-12-31 01653628 2024-12-31 01653628 2023-12-31 01653628 2023-01-01 01653628 2 2024-01-01 2024-12-31 01653628 2 2023-01-01 2023-12-31 01653628 6 2024-01-01 2024-12-31 01653628 6 2023-01-01 2023-12-31 01653628 1 2024-01-01 2024-12-31 01653628 e:Director1 2024-01-01 2024-12-31 01653628 e:Director2 2024-01-01 2024-12-31 01653628 e:RegisteredOffice 2024-01-01 2024-12-31 01653628 d:Buildings 2024-01-01 2024-12-31 01653628 d:Buildings 2024-12-31 01653628 d:Buildings 2023-12-31 01653628 d:Buildings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01653628 d:FurnitureFittings 2024-01-01 2024-12-31 01653628 d:FurnitureFittings 2024-12-31 01653628 d:FurnitureFittings 2023-12-31 01653628 d:FurnitureFittings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01653628 d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01653628 d:CurrentFinancialInstruments 2024-12-31 01653628 d:CurrentFinancialInstruments 2023-12-31 01653628 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 01653628 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 01653628 f:UnitedKingdom 2024-01-01 2024-12-31 01653628 f:UnitedKingdom 2023-01-01 2023-12-31 01653628 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 01653628 f:RestEuropeOutsideUK 2023-01-01 2023-12-31 01653628 f:RestWorldOutsideUK 2024-01-01 2024-12-31 01653628 f:RestWorldOutsideUK 2023-01-01 2023-12-31 01653628 d:UKTax 2024-01-01 2024-12-31 01653628 d:UKTax 2023-01-01 2023-12-31 01653628 d:ForeignTax 2024-01-01 2024-12-31 01653628 d:ForeignTax 2023-01-01 2023-12-31 01653628 d:ShareCapital 2024-12-31 01653628 d:ShareCapital 2023-12-31 01653628 d:ShareCapital 2023-01-01 01653628 d:ForeignCurrencyTranslationReserve 2024-01-01 2024-12-31 01653628 d:ForeignCurrencyTranslationReserve 2024-12-31 01653628 d:ForeignCurrencyTranslationReserve 2 2024-01-01 2024-12-31 01653628 d:ForeignCurrencyTranslationReserve 2023-12-31 01653628 d:ForeignCurrencyTranslationReserve 2023-01-01 01653628 d:ForeignCurrencyTranslationReserve 2 2023-01-01 2023-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2024-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2023-12-31 01653628 d:RetainedEarningsAccumulatedLosses 2023-01-01 01653628 d:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 01653628 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 01653628 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 01653628 e:OrdinaryShareClass1 2024-01-01 2024-12-31 01653628 e:OrdinaryShareClass1 2024-12-31 01653628 e:FRS102 2024-01-01 2024-12-31 01653628 e:Audited 2024-01-01 2024-12-31 01653628 e:FullAccounts 2024-01-01 2024-12-31 01653628 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 01653628 2 2024-01-01 2024-12-31 01653628 d:ShareCapital 2 2024-01-01 2024-12-31 01653628 d:ShareCapital 2 2023-01-01 2023-12-31 01653628 g:USDollar 2024-01-01 2024-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 01653628














AGRI-CHEMICALS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

 
AGRI-CHEMICALS LIMITED
 
 
COMPANY INFORMATION


Directors
Bhupendra S Kansagra 
Ramesh S Kansagra 




Registered number
01653628



Registered office
Portland House
69-71 Wembley Hill Road

Wembley

Middlesex

HA9 8BU




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD





 
AGRI-CHEMICALS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Statement of Financial Position
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 24


 
AGRI-CHEMICALS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024.

Principal activities and business review
 
The principal activity of the company continues to be procurement and sales of petroleum products, raw materials for mining, food and building industries, and plant and machinery for a diversified portfolio of customers in Africa. The company's key financial and other performance indicators during the year were as follows:
Summary results of the company for the year are:
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Key performance indicators ('KPIs')
 
The Board monitors the progress of the company by reference to the following KPI
ole35e0.png
The sale of petroleum products and lubricants continues to be the largest source of revenue for the company contributing 89.86% (2023 - 90.68%) of the total turnover.
In the fiscal year that ended on December 31, 2024, the company recorded sales of US$725.9 million, marking an increase of 12.31% compared to previous year's sales of US$646.3 million. The company's profit after taxation amounted to US$22.4 million, demostrating a decline of 21.40% when compared to previous year's profit of US$28.5 million.
Despite significant challenges and uncertainties in the economy and market conditions, the directors are content with the company's financial performance throughout the year. They are pleased to report that the company is in a strong position to endure any potential adverse events that may arise in the future.


Page 1

 
AGRI-CHEMICALS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
Financial risk management is governed by the Board of directors and primarily cover foreign exchange risk, commodity price risk, credit risk, liquidity risk and interest rate risk. The principal object of this governance is the minimization of financial risks at a reasonable cost.
Foreign exchange
While the greater part of the company's revenues and expenses are denominated in US dollars, the company is exposed to some foreign exchange risk in the normal course of business, through purchases in Euros and Pounds Sterling.
Commodity price risk
The company is exposed to commodity price risk as a result of its operations. The company's oil-related products are subject to changes in the world commodity price for crude oil. Daily price monitoring systems used to determine selling prices enable the company to effectively manage the risk of gross margin erosion.
Credit risk
The company monitors its credit exposure closely in context of each customer and geography to an extent that there is a balance between risk & doing business.
Liquidity risk
The company has access to bank loan facilities that can provide medium-term or short-term debt finance, designed to ensure that the company has sufficient available funds for operations and planned expansions.
Interest rate cash flow risk
The company has interest-bearing assets made up of bank balances and loans to group undertakings, which earn interest at variable rates.
Geopolitical risk
We actively operate and explore potential opportunities in countries, regions, and cities that undergo political, economic and social transitions. Political instability, changes to the regulatory or taxation environment, international trade disputes and barriers to free trade, international sanctions, expropriation or nationalisation of property, civil strife, strikes, insurrections, acts of terrorism, acts of war and public health situations (including any future epidemic or pandemic). These factors have the potential to disrupt or limit our operational activities, impacting the company's ability to execute its strategy.
To mitigate these risks, we maintain close engagement with industry associations, governmental bodies, and other relevant organizations. This allows us to stay informed about anticipated changes and actively participate in advocating for our interests. By proactively staying abreast of potential developments, we aim to ensure that our company remains resilient and adaptable in navigating challenges and capitalizing on opportunities.
With respect to each of the risks noted above the Directors regularly review such matters to mitigate their respective impact on the company.

Other key stakeholders
 
Customers: Our procurement team has established close links to the market, access to products in niche segments as well as very strong relationships with our oil customers.
Suppliers: We have fostered enduring partnerships with our key suppliers, guaranteeing their adherence to the elevated standards of service and operational excellence that we strive for. Additionally, we have established robust alliances with prominent oil industry leaders.
Personnel: The strength of the company is built on a committed, motivated team of employees. Our colleagues rely on us to provide steady employment and opportunities to realise their potential in a working environment where they can perform to their best.
 
Page 2

 
AGRI-CHEMICALS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Other key stakeholders (continued)
We understand that our business can only grow and succeed over the long term if we recognise the views and needs of our stakeholders. Understanding our stakeholders is key to ensuring the Board can have informed discussions and factor stakeholder interests into decision-making.
Certain stakeholders are engaged directly at an operational and others at Group level. The company finds this is a more efficient and effective approach.
A culture of close collaboration with the stakeholders by the procurement and management team and directors supports an efficient and effective way of delivering value to our stakeholders.

Directors' statement of compliance with duty to promote the success of the Company
 
The directors are aware of their duties under section 172 of the Companies Act 2006 to act in a way that they consider to be in good faith and would most likely to promote the success of the Company for the benefit of the members as a whole. In doing so they have considered (amongst other matters) factors listed below:
 
The likely consequences of any decisions in the long term;
The interests of the company's employees;
The need to foster the company's business relationships with suppliers, customers and others;
The impact of the company's operations on the community and environment;
The company's reputation for high standards of business conduct; and
The need to act fairly as between members of the company.

In addition to meeting the needs of our investors and financiers, we take pride in our relationships with our
customers and suppliers.

Streamlined energy and carbon reporting
The company has taken exemptions from the requirements to disclose details of its CO2 emissions and UK energy consumptions, by virtue of the required information being included in the group report of the parent undertaking.
Overseas branches
The company has a branch in India.
Future developments
By leveraging our proven operating model, we persist in propelling performance forward. Our ongoing strategy entails organic business growth by forging valuable partnerships with prominent suppliers within the oil sector.
This approach remains our steadfast plan for future development.
Post balance sheet events
The company is in the process of closing its branch in India. The closure is not expected to have a material impact on the company's financial position or performance, as the branch's operations are not significant to the overall results.


This report was approved by the board on 5 August 2025 and signed on its behalf.



Bhupendra S Kansagra
Director

Page 3

 
AGRI-CHEMICALS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

Bhupendra S Kansagra 
Ramesh S Kansagra 

Results and dividends

The profit for the year, after taxation, amounted to $22,428,331 (2023 - $28,519,526).

The total distribution of dividends for the year ended 31 December 2024 was $50,000,000 (2023 - $30,000,000)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company consumed less than 40,000kWh of energy during the year and is therefore exempt from detailed energy and carbon reporting under SECR.

Page 4

 
AGRI-CHEMICALS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

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's auditors are 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's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 5 August 2025 and signed on its behalf.
 





Bhupendra S Kansagra
Director

Page 5

 
AGRI-CHEMICALS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI-CHEMICALS LIMITED
 

Opinion


We have audited the financial statements of Agri-Chemicals Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its 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 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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 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.


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 Company'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.


Page 6

 
AGRI-CHEMICALS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI-CHEMICALS LIMITED (CONTINUED)

Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our 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.


In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the 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 Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company 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 Act 2006 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 financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
AGRI-CHEMICALS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI-CHEMICALS LIMITED (CONTINUED)

Auditors' 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 Auditors' 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the oil and gas sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Company’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships; 
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors


 
Page 8

 
AGRI-CHEMICALS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGRI-CHEMICALS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 Auditors' Report.


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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Martyn Atkinson FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants
Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

5 August 2025
Page 9

 
AGRI-CHEMICALS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
$
$

  

Turnover
 4 
725,932,603
646,337,021

Cost of sales
  
(700,478,681)
(613,084,996)

Gross profit
  
25,453,922
33,252,025

Administrative expenses
  
(4,934,026)
(5,168,711)

Operating profit
 5 
20,519,896
28,083,314

Interest receivable and similar income
 8 
8,368,476
6,350,996

Interest payable and similar expenses
 9 
(40,845)
(57,169)

Profit before tax
  
28,847,527
34,377,141

Tax on profit
 10 
(6,419,196)
(5,857,615)

Profit for the financial year
  
22,428,331
28,519,526

There was no other comprehensive income for 2024 (2023:$NIL).

The notes on pages 13 to 24 form part of these financial statements.

Page 10

 
AGRI-CHEMICALS LIMITED
REGISTERED NUMBER:01653628

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
$
$

Fixed assets
  

Tangible fixed assets
  
16,480
388,846

Current assets
  

Stocks
 13 
332,581
354,944

Debtors: amounts falling due within one year
 14 
174,750,902
201,337,425

Cash at bank and in hand
 15 
41,065,267
116,994,511

  
216,148,750
318,686,880

Current liabilities
  

Creditors: amounts falling due within one year
 16 
(191,056,180)
(266,324,834)

Net current assets
  
 
 
25,092,570
 
 
52,362,046

Total assets less current liabilities
  
25,109,050
52,750,892

Provisions for liabilities
  

Deferred tax
 18 
(17,354)
(16,705)

Net assets
  
25,091,696
52,734,187


Capital and reserves
  

Called up share capital 
 19 
7,014
7,014

Foreign exchange reserve
 21 
(168,536)
(97,714)

Profit and loss account
 21 
25,253,218
52,824,887

  
25,091,696
52,734,187


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2025.




Bhupendra S Kansagra
Director

The notes on pages 13 to 24 form part of these financial statements.

Page 11

 
AGRI-CHEMICALS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$


At 1 January 2023
7,014
(87,069)
54,305,361
54,225,306



Profit for the year
-
-
28,519,526
28,519,526

Dividends paid
-
-
(30,000,000)
(30,000,000)

Foreign exchange gains/(losses) arising on the translation of foreign branches
-
(10,645)
-
(10,645)



At 1 January 2024
7,014
(97,714)
52,824,887
52,734,187



Profit for the year
-
-
22,428,331
22,428,331

Dividends paid
-
-
(50,000,000)
(50,000,000)

Foreign exchange gains/(losses) arising on the translation of foreign branches
-
(70,822)
-
(70,822)


At 31 December 2024
7,014
(168,536)
25,253,218
25,091,696


The notes on pages 13 to 24 form part of these financial statements.

Page 12

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Agri-Chemical Limited is a private limited liability company registered in England and Wales. The registered address and principal place of business is at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU.
The principal activity of the Company during the year continues to be procurement and sales of petroleum products, raw materials for mining, food and building industries, and plant and machinery for a diversified portfolio of customers mainly in Africa. 

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Solai Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

 
2.3

Foreign currency translation

The Company's functional and presentational currency is United States Dollars ($).
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. Nonmonetary 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.
 
Page 13

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.3
Foreign currency translation (continued)


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 the Statement of Comprehensive Income.
Foreign exchange gains and losses resulting from the translation of the results of foreign branches are recognised in the foreign exchange reserve in the Statement of Changes in Equity.

 
2.4

Turnover

Turnover from sale of goods is recognised at the fair value of consideration received or receivable, excluding value added tax and trade discounts.
Turnover is recognised when the significant risks and rewards of ownership have been transferred. Transfer of risks and rewards occurs when the goods are dispatched.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

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.

 
2.7

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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 14

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives on the following basis:


Freehold property
-
2% straight line basis
Fixtures and fittings
-
10% - 32% straight line basis and reducing balance

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

Stocks

Stocks comprise of goods held which are ready for despatch to customers and are stated at the lower of cost and estimated selling price less cost to sell. When stocks are sold, the carrying amount of those stocks are recognised as an expense in the period in which the related revenue is recognised.

Page 15

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.10

Basic financial instruments

Basic financial instruments include trade and other debtors, trade and other creditors, cash and cash equivalents, and related party loans.
Trade and other debtors are recognised initially at the transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade and other debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest.
Interest bearing borrowings classified as basic financial instruments are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, they are stated at amortised cost using the effective interest method.
Cash and cash equivalents comprise cash balances and call deposits.


 
2.11

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The directors have not needed to make any key judgments or estimations in the preparation of the financial statements. 


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
$
$

Africa
725,589,661
645,751,615

Europe
286,763
530,260

Rest of the world
56,179
55,146

725,932,603
646,337,021


Analysis of turnover by class of business
All turnover relates to the company's principal activity. In the director's opinion the company doesn't have two or more classes of business that differ substantially.

Page 16

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
$
$

Depreciation
18,230
28,575

Exchange differences
330,227
96,936


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
$
$

Fees payable to the Company's auditors for the audit of the Company's financial statements
52,553
44,564

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

Staff costs were as follows:


2024
2023
$
$

Wages and salaries
30,224
105,911


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


        2024
        2023
            No.
            No.







Management
-
1



Distribution
3
5

3
6

The company has no direct UK employees other than the directors, who received no remuneration from the company. The overseas branch employs its employees directly.
All UK personnel working for the company inclusive of the directors are employed by a fellow subsidiary who charges the company a management fee.

Page 17

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Interest receivable

2024
2023
$
$


Interest receivable from group undertakings
2,362,888
738,229

Other interest receivable
6,005,588
5,612,767

8,368,476
6,350,996


9.


Interest payable and similar expenses

2024
2023
$
$


Bank interest payable
40,845
14,385

Interest payable to group undertakings
-
42,784

40,845
57,169

Page 18

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Taxation


2024
2023
$
$

Corporation tax


Current tax on profits for the year
6,426,760
6,045,801

Adjustments in respect of previous periods
39,310
(243,326)


6,466,070
5,802,475


Double taxation relief
(81,149)
-


6,384,921
5,802,475

Foreign tax


Foreign tax on income for the year
81,149
98,518

Foreign tax in respect of prior periods
-
3,421

81,149
101,939

Total current tax
6,466,070
5,904,414

Deferred tax


Deferred tax
(46,874)
(46,799)

Total deferred tax
(46,874)
(46,799)


Tax on profit
6,419,196
5,857,615
Page 19

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
$
$


Profit on ordinary activities before tax
28,847,527
34,377,141


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
7,211,882
8,085,692

Effects of:


Capital allowances for year in excess of depreciation
4,997
6,722

Adjustments to tax charge in respect of prior periods
39,310
(239,905)

Non-taxable income - profit on disposal of fixed assets
(136,616)
-

Capital gains
181,537
-

Double taxation relief
(81,149)
-

Group relief
(835,040)
(2,046,612)

Foreign tax
81,149
98,517

Deferred tax
(46,874)
(46,799)

Total tax charge for the year
6,419,196
5,857,615


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Dividends

2024
2023
$
$


Dividends paid
50,000,000
30,000,000

Page 20

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Tangible fixed assets





Freehold property
Fixtures and fittings
Total

$
$
$



Cost or valuation


At 1 January 2024
406,739
228,103
634,842


Additions
-
175
175


Disposals
(395,501)
(116,855)
(512,356)


Exchange adjustments
(11,238)
(3,315)
(14,553)



At 31 December 2024

-
108,108
108,108



Depreciation


At 1 January 2024
56,323
189,673
245,996


Charge for the year on owned assets
6,215
12,015
18,230


Disposals
(60,982)
(107,200)
(168,182)


Exchange adjustments
(1,556)
(2,860)
(4,416)



At 31 December 2024

-
91,628
91,628



Net book value



At 31 December 2024
-
16,480
16,480



At 31 December 2023
350,416
38,430
388,846


13.


Stocks

2024
2023
$
$

Stocks
332,581
354,944


Page 21

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Debtors

2024
2023
$
$


Trade debtors
117,296,572
180,218,766

Amounts owed by group undertakings
-
9,023,879

Other debtors
26,221
39,705

Advance payment to suppliers
32,751,492
9,106,978

Prepayments and accrued income
19,096,264
434,088

Tax recoverable
5,386,811
2,377,163

VAT recoverable
193,542
136,846

174,750,902
201,337,425



15.


Cash and cash equivalents

2024
2023
$
$

Cash at bank and in hand
41,065,267
116,994,511



16.


Creditors: Amounts falling due within one year

2024
2023
$
$

Trade creditors
51,116,629
59,017,866

Amounts owed to group undertakings
1,147,633
-

Taxation and social security
-
380

Other creditors
-
3,213

Advance payments and deposits from customers
115,348,981
200,515,070

Accruals and deferred income
23,442,937
6,788,305

191,056,180
266,324,834


Included in the total creditors of $191,056,180 (2023 - $266,324,834), amounts totalling $38,771,724 (2023 - $40,218,367) are secured by way of a guarantee provided by the immediate parent undertaking.


17.


Financial Instruments

The company only enters into transactions that result in the recognition of basic financial assets and basic financial liabilities. It does not have financial assets and liabilities measured at fair value.

Page 22

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Deferred taxation




2024


$






At beginning of year
(16,705)


Charged to profit or loss
(649)



At end of year
(17,354)

The provision for deferred taxation is made up as follows:

2024
2023
$
$


Accelerated capital allowances
(17,354)
(16,705)


19.


Share capital

2024
2023
$
$
Allotted, called up and fully paid



5,000 Ordinary shares of £1.00 each
7,014
7,014



20.


Related party transactions

The company has taken advantage of the exemption not to disclose transactions entered into between group entities where both entities are wholly owned within the group.
Transactions with other subsidiaries are as follows:


2024
2023
$
$

Sales
688,922,949
550,863,295
Amount due from fellow subsidiaries included within trade debtors
103,598,532
163,087,931
Amount due from fellow subsidiaries included in creditors within advance
payments and deposits from customers
114,942,530
112,272,379

Page 23

 
AGRI-CHEMICALS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Reserves

Foreign exchange reserve

The foreign exchange reserve represents cumulative foreign exchange differences which have arisen on translation of the results of foreign branches denominated in currencies other than United States Dollars ($).

Profit and loss account

The profit and loss reserve represents the cumulative balance of retained profits and losses since the Company started trading. It is a distributable reserve.


22.


Post balance sheet events

The company is in the process of closing its branch in India. The closure is not expected to have a material impact on the company's financial position or performance, as the branch's operations are not significant to the overall results.


23.


Controlling party

The company's immediate parent undertaking is Solai Holdings Limited, a company incorporated in England and Wales with its registered office address at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BU.
The ultimate parent company is Matel Limited, a company incorporated in Jersey with its registered office address at Oriel House, York Lane, St Helier, Jersey, JE2 4YH.
The ultimate controlling party is The Pavel Trust.
Solai Holdings Limited is the largest and smallest group which includes the company and for which group accounts are prepared. The consolidated accounts are available from Companies House.

 
Page 24