Caseware UK (AP4) 2023.0.135 2023.0.135 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 Company has availed of the exemption in FRS 102 section 1.12 (b) which allows non disclosure of the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d). The Company has also availed of the exemption in FRS 102 Section 1.12 (e) which allows non disclosure of the requirement of Section 33 Related Party Disclosures paragraph 33.7. The Company has availed of the above exemptions on the basis that it is a qualifying entity and its ultimate parent company, Pyxus International Inc. includes this information in its consolidated financial statements as at 31 March 2025.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 shortterm 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 are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all the risks and rewards are transferred.Interest income is recognised in profit or loss using the effective interest method. Interest expense is 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.false true true 2024-04-01 false 0 0 false 11680100 2024-04-01 2025-03-31 11680100 2023-04-01 2024-03-31 11680100 2025-03-31 11680100 2024-03-31 11680100 2023-04-01 11680100 1 2024-04-01 2025-03-31 11680100 d:CompanySecretary1 2024-04-01 2025-03-31 11680100 d:CompanySecretary1 2025-03-31 11680100 d:Director1 2024-04-01 2025-03-31 11680100 d:Director2 2024-04-01 2025-03-31 11680100 d:Director4 2024-04-01 2025-03-31 11680100 d:RegisteredOffice 2024-04-01 2025-03-31 11680100 d:Agent1 2024-04-01 2025-03-31 11680100 c:CurrentFinancialInstruments 2024-04-01 2025-03-31 11680100 c:CurrentFinancialInstruments 2025-03-31 11680100 c:CurrentFinancialInstruments 2024-03-31 11680100 c:UKTax 2024-04-01 2025-03-31 11680100 c:UKTax 2023-04-01 2024-03-31 11680100 c:ShareCapital 2024-04-01 2025-03-31 11680100 c:ShareCapital 2025-03-31 11680100 c:ShareCapital 2024-03-31 11680100 c:ShareCapital 2023-04-01 11680100 c:SharePremium 2024-04-01 2025-03-31 11680100 c:SharePremium 2025-03-31 11680100 c:SharePremium 2024-03-31 11680100 c:SharePremium 2023-04-01 11680100 c:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 11680100 c:RetainedEarningsAccumulatedLosses 2025-03-31 11680100 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 11680100 c:RetainedEarningsAccumulatedLosses 2024-03-31 11680100 c:RetainedEarningsAccumulatedLosses 2023-04-01 11680100 d:OrdinaryShareClass1 2024-04-01 2025-03-31 11680100 d:OrdinaryShareClass1 2023-04-01 2024-03-31 11680100 d:OrdinaryShareClass1 2025-03-31 11680100 d:FRS102 2024-04-01 2025-03-31 11680100 d:Audited 2024-04-01 2025-03-31 11680100 d:FullAccounts 2024-04-01 2025-03-31 11680100 d:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 11680100 c:Subsidiary1 2024-04-01 2025-03-31 11680100 c:Subsidiary1 1 2024-04-01 2025-03-31 11680100 c:Subsidiary2 2024-04-01 2025-03-31 11680100 c:Subsidiary2 1 2024-04-01 2025-03-31 11680100 e:USDollar 2024-04-01 2025-03-31 xbrli:shares iso4217:USD xbrli:pure

Financial Statements Pyxus Agriculture Holdings Limited For the year ended 31 March 2025 Registered number: 11680100
Pyxus Agriculture Holdings Limited
Company Information
Directors | Paul Thornton
| Simon Mark Usher
| Amanda Kaberle
Company secretary | Amanda Kaberle (resigned 24 April 2025)
| Hayley Wayborn (appointed 24 April 2025)
Registered number | 11680100
Registered office | Building A
| Riverside Way
| Camberley
| Surrey
| GU15 3YL
| United Kingdom
Independent auditor | Grant Thornton
| Chartered Accountants & Statutory Auditors
| 13-18 City Quay
| Dublin 2
| D02 ED70
Bankers | Lloyds TSB Bank plc
| 49 High Street
| Godalming
| Surrey
| GU7 1AT United Kingdom
Pyxus Agriculture Holdings Limited
Contents
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Directors' responsibilities statement | 5
Independent auditor's 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 - 21
Pyxus Agriculture Holdings Limited
Strategic report For the year ended 31 March 2025 The directors present their Strategic report on the Company for the year ended 31 March 2025. A review of the business and future developments, including key performance indicators and the principal risks and uncertainties is set out below.
Review of activities and future trading developments
The principal activity of the Company is to act as a holding company. The company expects to remain as a holding company in the UK.
Principal risks and uncertainties
The directors believe that the principal risks and uncertainties facing the Company are the carrying value and performance of its investments. The directors review investment balances annually for impairment. In addition the Company is exposed to credit risk on cash balances held and the directors review amounts owed by group undertakings' exposure on a regular basis.
Key performance indicators
The directors believe the key performance indicator of the Company to be the performance of its underlying investments being Agriculture companies in Malawi and Tanzania. A full report on the trading performance of the group and these entities can be found in the financial statements of Pyxus International Inc. Copies of the group financial statements are available from The Corporate Secretary, Pyxus International Inc. (formerly Alliance One International Inc), 8001 Aerial Center Parkway, PO Box 2009, Morrisville NC 27560, USA.
Directors' statement of compliance with duty to promote the success of the Company
The directors have acted in a way that they consider in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period ended 31 March 2025. The following paragraphs summarise how the directors fulfil their duties: ∙The directors recognise that their employees are fundamental and core to their business and aim to be a responsible employer in their approach to pay and benefits their employees receive and through training. The health, safety and wellbeing of their colleagues are of the highest importance and ensuring these is one of their primary considerations in the way they do business. ∙The directors also aim to act responsibly and fairly in their engagement with suppliers, regulators, bankers and insurers and are in direct contact on a regular basis. The directors respond quickly and fully to queries from regulators, bankers and insurers as required. ∙The directors always intend to behave responsibly and to ensure that the business operates in a responsible manner, adhering to high standards of business conduct and good governance. The directors recognise that the maintenance of their good reputation, founded on responsible behaviour is fundamental to their continuing ability to achieve profitable growth for the benefit of all their stakeholders in the future. Page 1
Pyxus Agriculture Holdings Limited
Strategic report (continued) For the year ended 31 March 2025 This report was approved by the board and signed on its behalf.
Simon Mark Usher Director
Date: 11 November 2025
Page 2
Pyxus Agriculture Holdings Limited
Directors' report For the year ended 31 March 2025 The directors present their report and the financial statements for the year ended 31 March 2025.
Principal activity
The business generated no revenues during the year. The principal activity of the Company is to act as a holding company.
Results and dividends
The loss for the year, after taxation, amounted to $3,760,968 (2024: loss $18,027,604). The directors do not recommend the payment of a dividend for the year (2024: $Nil).
Directors
The directors who served during the year were:
Paul Thornton
Simon Mark Usher
Amanda Kaberle
Going concern
In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the Company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support. During the year ended 31 March 2025, the Company incurred a net loss of $3,760,968 (2024: net loss of $18,027,604) and at that date, the Company had shareholders' deficit of $47,648,247 (2024: shareholders' deficit of $43,887,279). The directors have received confirmation from the Company's ultimate parent company, Pyxus International Inc., that they will provide the necessary financial resources to meet the Company's obligations as and when they fall due to the extent that financial resources are not otherwise available, for a minimum period of twelve months from the date of signing of the financial statements. Based on the above, the directors are of the opinion that it is appropriate to prepare the financial statements on the going concern basis and the financial statements do not contain any adjustment should this parental support not be forthcoming.
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'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's auditor is aware of that information.
Streamlined energy and carbon reporting (SECR)
As the Company uses less than 40MWh in the UK per year, the Company is considered to be a low energy user and no further disclosures in relation to emissions from energy use are required.
Post balance sheet events
There have been no significant events affecting the Company since the year end. Page 3
Pyxus Agriculture Holdings Limited
Directors' report (continued) For the year ended 31 March 2025
Auditor
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Simon Mark Usher Director
Date: 11 November 2025
Page 4
Pyxus Agriculture Holdings Limited
Directors' responsibilities statement For the year ended 31 March 2025 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 the financial statements have been prepared in accordance with applicable accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards; and ∙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 2006. The directors 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. On behalf of the board Simon Mark Usher Director Date: 11 November 2025 Page 5
Independent auditor's report to the members of Pyxus Agriculture Holdings Limited
Opinion
We have audited the financial statements of Pyxus Agriculture Holdings Limited (the Company), which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity for the year ended 31 March 2025, and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the 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, Pyxus Agriculture Holdings Limited's financial statements: ∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 March 2025 and of its financial performance for the year then ended; 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 'Responsibilities of the auditor 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, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 the date 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
Independent auditor's report to the members of Pyxus Agriculture Holdings Limited (continued)
Other information
Other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon, including the Directors' report and the Strategic report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, 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. Opinions 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 Directors' report and the Strategic report for the year for which the financial statements are prepared is consistent with the financial statements, and ∙the Directors' report and the Strategic 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 we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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. Page 7
Independent auditor's report to the members of Pyxus Agriculture Holdings Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor 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 their 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. A further description of an auditor's 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. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with data protection and Employment laws, Health and Safety Regulation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulation that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and UK tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements. Page 8
Independent auditor's report to the members of Pyxus Agriculture Holdings Limited (continued) Responsibilities of the auditor for the audit of the financial statements (continued) Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued) In response to these principal risks, our audit procedures included but were not limited to: ∙inquiries of management and board on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud; ∙inspection of the Company’s legal correspondence and review of minutes of board meetings during the year to corroborate inquiries made; ∙gaining an understanding of the internal controls established to mitigate risk related to fraud; ∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit; ∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls; ∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; ∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating allowance for impairment of debtors, impairment assessment of investments; and ∙review of the financial statements disclosures to underlying supporting documentation and inquiries of management. The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Tracey Sullivan (Senior statutory auditor) for and on behalf of Grant Thornton Chartered Accountants & Statutory Auditors 13-18 City Quay Dublin 2 11 November 2025 Page 9
Pyxus Agriculture Holdings Limited
Statement of comprehensive income For the year ended 31 March 2025
| 2025 | 2024
Note | $ | $
Administrative expenses |  | (1,353) | (1,233)
Operating loss | 4 | (1,353) | (1,233)
Impairment charge | 9,10 | (2,109,743) | (16,490,601)
Interest receivable and similar income | 6 | 3,191,091 | 3,075,790
Interest payable and similar expenses | 7 | (4,809,242) | (4,611,560)
Loss before tax |  | (3,729,247) | (18,027,604)
Tax on loss | 8 | (31,721) | -
Loss for the year |  | (3,760,968) | (18,027,604)
All amounts relate to continuing operations. There was no other comprehensive income for 2025 (2024: $Nil).
The notes on pages 13 to 21 form part of these financial statements.
Page 10
Pyxus Agriculture Holdings Limited Registered number:11680100
Statement of financial position As at 31 March 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 7,954,992 |  | 2,704,298 |
Cash at bank and in hand | 11 | 882 |  | 2,357 |
|  | 7,955,874 |  | 2,706,655 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 12 | (55,604,121) |  | (46,593,934) |
Net current liabilities |  |  | (47,648,247) |  | (43,887,279)
Total assets less current liabilities |  |  | (47,648,247) |  | (43,887,279)
Net liabilities |  |  | (47,648,247) |  | (43,887,279)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 1 |  | 1
Share premium account | 15 |  | 9,999 |  | 9,999
Profit and loss account | 15 |  | (47,658,247) |  | (43,897,279)
Shareholders' deficit |  |  | (47,648,247) |  | (43,887,279)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Simon Mark Usher
Director
Date: 11 November 2025
The notes on pages 13 to 21 form part of these financial statements. Page 11
Pyxus Agriculture Holdings Limited
Statement of changes in equity For the year ended 31 March 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| $ | $ | $ | $
At 1 April 2024 | 1 | 9,999 | (43,897,279) | (43,887,279)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (3,760,968) | (3,760,968)
At 31 March 2025 | 1 | 9,999 | (47,658,247) | (47,648,247)
Statement of changes in equity For the year ended 31 March 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| $ | $ | $ | $
At 1 April 2023 | 1 | 9,999 | (25,869,675) | (25,859,675)
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (18,027,604) | (18,027,604)
At 31 March 2024 | 1 | 9,999 | (43,897,279) | (43,887,279)
| The notes on pages 13 to 21 form part of these financial statements.
Page 12
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025
1. | General information
Pyxus Agriculture Holdings Limited (the Company) is a private company limited by shares, and incorporated in the United Kingdom. Its registered office is Building A, Riverside Way, Camberley, Surrey, GU15 3YL, United Kingdom. The principal activity of the Company is to act as a holding company. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. 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). Consolidation exemption These financial statements are prepared as the Company's separate financial statements. The Company is exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006, as the company is a subsidiary undertaking included in the consolidated financial statements of a larger non-EEA group. See further details in note 15. The Company has availed of the exemption in FRS 102 section 1.12 (b) which allows non disclosure of the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d). The Company has also availed of the exemption in FRS 102 Section 1.12 (e) which allows non disclosure of the requirement of Section 33 Related Party Disclosures paragraph 33.7. The Company has availed of the above exemptions on the basis that it is a qualifying entity and its ultimate parent company, Pyxus International Inc. includes this information in its consolidated financial statements as at 31 March 2025. The following principal accounting policies have been applied:
| 2.2 | Going concern
In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the Company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support. During the year ended 31 March 2025, the Company incurred a net loss of $3,760,968 (2024: net loss of $18,027,604) and at that date, the Company had shareholders' deficit of $47,648,247 (2024: shareholders' deficit of $43,887,279). The directors have received confirmation from the Company's ultimate parent company, Pyxus International Inc., that they will provide the necessary financial resources to meet the Company's obligations as and when they fall due to the extent that financial resources are not otherwise available, for a minimum period of twelve months from the date of signing of the financial statements. Based on the above, the directors are of the opinion that it is appropriate to prepare the financial statements on the going concern basis and the financial statements do not contain any adjustment should this parental support not be forthcoming. Page 13
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. 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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | Interest expense
Interest expense is 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.
| 2.6 | Current and deferred taxation
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. Page 14
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025 2.Accounting policies (continued)
| 2.6 | Current and deferred taxation (continued)
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.
| 2.7 | Impairment of assets
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.10 | Cash at bank
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 15
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments
The Company 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 shortterm 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 Statement of comprehensive income. 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. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all the risks and rewards are transferred.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include: Impairment of debtors Management estimates the allowance for impairment of debtors based on the assessment of specific accounts where management has objective evidence comprising default in payment terms or significant financial difficulty that certain counterparties are unable to meet their financial obligations. In these cases, judgment used was based on the best available facts and circumstances including but not limited to, the length of relationship. Page 16
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025 3.Judgments in applying accounting policies and key sources of estimation uncertainty (continued) Impairment of investment In assessing impairment of investment, management estimates the recoverable amount of each asset or cash- generating unit based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate. See note 9 for the carrying amount of the investments. Going concern As described in the basis of preparation and going concern in Note 2.2 above, the validity of the going concern basis is dependent upon assurances provided from its ultimate parent company, that it will provide financial support for a period not less than 12 months from the date of signing of the financial statements. The Directors have reasonable expectation that the ultimate parent company will fulfil these assurances. For this reason the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
4. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Exchange differences | 14 | 183
| Auditor's remuneration | - | 251
5. | Employees
The Company has no employees other than the directors, who did not receive any remuneration (2024: $Nil).
6. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Interest receivable from group companies | 3,191,091 | 3,075,790
7. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Group interest payable | 4,809,242 | 4,611,560
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Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025
8. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Corporation tax |  |
| Current tax on profits for the year | 31,721 | -
| Deferred tax |  |
| Tax on loss | 31,721 | -
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Loss on ordinary activities before tax | (3,729,247) | (18,027,604)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (932,312) | (4,506,901)
| Effects of: |  |
| Expenses not deductible for tax purposes | 527,641 | 4,122,650
| Group relief surrender | 160,113 | 365,423
| Loss carried forward | 244,558 | 18,828
| Withholding taxes | 31,721 | -
| Total tax charge for the year | 31,721 | -
| Factors that may affect future tax charges
The Company is a subsidiary of a group with global consolidated revenues of approximately £750 million for the year ended 31 March 2025. This exceeds the revenue threshold for the OECD's Pillar Two global minimum tax rules. The UK has enacted legislation to implement Pillar Two, effective for accounting periods beginning on or after 31 December 2023. These rules may impose a "top-up tax" to ensure that large multinational enterprise groups pay a minimum effective tax rate of 15% in each jurisdiction in which they operate. For the current reporting period, the parent company of the UK entities (the Group) determined that the Group qualifies for exemption from filing a UK country-by-country report (CbCr) under the routine profits test, on the basis that the Group's profits arise wholly, or almost wholly, from routine activities. Accordingly, no CbCr has been prepared for the year ended 31 March 2025 hence, no Pillar Two top-up tax is expected to be payable by the Company and no amounts have been recognised in the financial statement during the year. The Company will continue to monitor the potential impact of the rules in future periods, particularly once safe harbour provisions expire. Page 18
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025
9. | Fixed asset investments
| The Company has investments in subsidiaries for Pyxus Agriculture Limited (Malawi) and Pyxus Agriculture Tanzania Limited. In 2024, the subsidiaries have experienced significant financial losses, due to local market conditions and currency devaluation. As a result, the shareholders' equity has been entirely depleted. Accordingly, an impairment loss of $Nil (2024: $15,070,000) has been recognised to fully impair the investments. There has been no change in the status of the investment in the current year.
| Subsidiary undertaking
The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Pyxus Agriculture Limited (Malawi) | Malawi | Process and handling agriculture products | Ordinary | 100%
| Pyxus Agriculture Tanzania Limited | Tanzania | Process and handling agriculture products | Ordinary | 99.99%
10. | Debtors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed by group undertakings | 7,954,992 | 2,704,298
| Amounts owed by group undertakings bear interest based on the average of London Inter-bank Offered Rate (LIBOR) and Alternate Base Rates plus and intercompany spread of 0.5% and are repayable on demand. During the year, an impairment charge of $2,109,743 (2024: $1,420,601) was recognised against the amounts owed by group undertakings in the Statement of comprehensive income.
11. | Cash at bank
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Cash at bank and in hand | 882 | 2,357
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Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed to group undertakings | 55,604,121 | 46,592,880
| Accruals and deferred income | - | 1,054
|  | 55,604,121 | 46,593,934
| Amounts owed to the parent company of $55,604,121 (2024: $46,592,880) bear interest based on the average of LIBOR and Alternate Base Rates plus and intercompany spread of 0.5% and are repayable on demand. All other amounts owed to group undertakings are unsecured, interest free and repayable on demand.
13. | Security
Pyxus Agriculture Holdings Limited, together with Alliance One International Holdings Limited, pledged to secure the Pyxus Term Loan of $130.5 million and the Intabex Term Loan of $87 million, by providing liens on their assets. The aggregate principal amount of loans outstanding under the Exit Term Credit facility previously pledged, and related fees, was converted into, or otherwise satisfied with the proceeds of, the Pyxus Term Loan and Intabex Term Loan referred above. The Pyxus Term Loan and Intabex Term Loan facilities mature on December 31, 2027.
14. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 100 Ordinary shares of $0.01 each | 1 | 1
15. | Reserves
Share capital Represents the nominal value of shares that have been issued. Share premium account Includes any premium received on issue of share capital. Profit and loss account Includes all current period retained profits and losses. Page 20
Pyxus Agriculture Holdings Limited
Notes to the financial statements For the year ended 31 March 2025
16. | Related party transactions
| The company has availed of the exemptions under FRS 102.33 Related Party Disclosures not to disclose transactions with fellow wholly owned group companies.
17. | Post balance sheet events
There are no subsequent events affecting the Company since the year end.
18. | Controlling party
The ultimate parent company is Pyxus International, Inc. (formerly Alliance One International Inc.), a company incorporated in the United States of America. The largest and smallest group in which the results of the company are consolidated is that headed by Pyxus International, Inc. (formerly Alliance One International Inc.). Copies of the group financial statements of the ultimate parent company are available from The Corporate Secretary, Pyxus International Inc (formerly Alliance One International Inc.), 8001 Aerial Center Parkway, PO Box 2009, Morrisville NC 27560, USA.
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