Company registration number 14340143 (England and Wales)
SFI AGRI COMMODITIES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SFI AGRI COMMODITIES LIMITED
COMPANY INFORMATION
Directors
Olasunkanmi Owoyemi
Ibukunoluwa Opeke
Eric Effiom Eyo
(Appointed 18 June 2025)
Company number
14340143
Registered office
7th Floor
Savoy Strand
105 Strand
London
WC2R 0AA
Auditor
Ensors
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
Business address
7th Floor
Savoy Strand
105 Strand
London
WC2R 0AA
SFI AGRI COMMODITIES LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Income statement
9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
SFI AGRI COMMODITIES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Business Review
SFI Agri Commodities Limited (“the Company”) is an agro‑commodities trading business specialising in the sourcing, processing and sale of cocoa, cashew nuts, soybeans and sesame seeds. The Company was incorporated in 2022 in United Kingdom but commenced full trading operations in 2024. Cocoa and cashew remain the Company’s principal revenue drivers, reflecting strong global demand and established supply chain relationships. The Company expanded its sourcing capacity to other Africa countries like Ghana, Cameroon and Ivory Coast, leveraging on the existing footprint of Sunbeth Global Concepts, its parent company.
During the financial year ended 31 December 2025, the Company continued to expand its trading activities, with a particular focus on strengthening its cocoa and cashew trading portfolio by exporting from Africa and selling to internation clients with Europe, Asia, United states and Middle East. However, the year was characterised by significant volatility in global cocoa prices, which adversely affected both trading volumes and revenue generation. This market-driven volatility had a direct impact on the Company’s financial performance for the year.
The Company recorded a loss of £2 million for the year (2024: £274k). The increased loss primarily reflects the Company’s deliberate and front‑loaded investment strategy following the full commencement of trading operations in 2024. These investments were essential to establishing a scalable, resilient and compliant operating platform capable of supporting long‑term growth.
Key areas of investment during the year included:
Recruitment of senior and mid‑level management to strengthen governance, operational oversight and risk management.
Development and enhancement of core business processes, systems and internal controls to support compliance readiness and operational efficiency.
Other setup and administrative costs associated with building the Company’s infrastructure.
These investments represent foundational expenditure that is expected to support future commercial expansion and operational scalability.
In December 2025, the Company received a $10 million additional capital injection from its parent company, further strengthening its financial position and demonstrating continued shareholder support. As at 31 December 2025, the Company remained in a net asset position of £10 million, reflecting a strong capital base and the capacity to absorb early‑stage investment losses.
SFI AGRI COMMODITIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal Risks and Uncertainties
The Company is exposed to a range of risks inherent in the agro‑commodities sector. The principal risks and uncertainties include:
Commodity Price Risk
The Company’s revenue is significantly influenced by global cocoa and cashew prices. Price volatility can affect trading margins, volumes and profitability. The Company monitors market conditions closely and manages exposure through diversified sourcing, customer arrangements and hedging strategies.
Operational and Supply Chain Risk
The business relies on efficient sourcing, logistics and quality control processes. Disruptions in supply chains, including delays, quality issues or geopolitical factors, may impact trading performance. The Company continues to strengthen its operational processes and supplier relationships to mitigate these risks while also focusing on quality, sustainability and traceability of the cocoa being exported.
Foreign Exchange Risk
Given the international nature of commodity trading, the Company is exposed to foreign currency fluctuations. The Company generates the majority of its revenue in US dollars, while its financial statements are presented in pounds sterling. As a result, fluctuations in the USD/GBP exchange rate and other currencies can have a material impact on reported revenue, margins and cash flows. Movements in exchange rates may also affect the value of foreign currency denominated assets and liabilities at the reporting date. The Company actively monitors its foreign currency exposure as part of its treasury and risk management processes.
Credit Risk
The Company is exposed to the risk of customer default. Credit assessments and internal controls are in place to manage counterparty risk.
Regulatory and Compliance Risk
Operating in multiple jurisdictions exposes the Company to evolving regulatory requirements. During 2025, the Company invested significantly in compliance frameworks and internal controls to ensure readiness for regulatory obligations. There were no non-compliance issues during the year.
Future Developments
The Company intends to leverage the operational platform established in 2025 to scale its trading activities by expanding into new origins like Ivory Coast and Ecuador. The Company is also exploring other agro commodities like coffee and other value-added products. Management expects that these initiatives will enhance sustainable growth in trading volumes, revenue and margin over the years.
The Company will continue to monitor commodity markets closely and adapt its trading strategies to mitigate price volatility. Further investment in systems, people and processes may be undertaken as the business grows.
Section 172(1) Statement
The directors have acted in a manner they consider, in good faith, would promote the success of the Company for the benefit of its members as a whole. In making decisions, the directors consider the long‑term consequences, the interests of employees, relationships with suppliers and customers, the impact on the community and environment, and the need to maintain high standards of business conduct.
SFI AGRI COMMODITIES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Key performance indicators
The Directors monitor a number of financial and operational indicators to assess the Company’s performance and progress against its strategic objectives. The KPIs most relevant to the business are revenue, profitability, and trade volumes across its core commodity lines.
| |
| Revenue reflects the scale of the Company’s trading activity in cocoa beans and cashew nuts. |
| Profitability is a key measure of overall financial performance. |
| Trade volumes provide an indication of operational activity and the Company’s ability to source and deliver commodities efficiently |
Revenue (2025: £27m, 2024: £34m)
Revenue decreased from £34 million in 2024 to £27 million in 2025. The reduction was driven primarily by significant volatility in global cocoa markets and a marked decline in cocoa prices during the year. These market conditions affected both the timing and value of trades, resulting in lower overall turnover despite continued activity in the Company’s core markets.
Net profit (2025: £2m loss, 2024: £274k loss)
The increased loss reflects the operating expenses incurred as the business transitioned into a fully operational trading entity, including investment in staffing, systems, and infrastructure. While these costs impacted short‑term profitability, they form part of the Company’s longer‑term strategy to strengthen its operational capacity and support future growth.
Trade Volumes (Cocoa: 4,146mt (2025), 2,264mt (2024); Cashew: 2,116mt (2025), 6,100mt (2024)
Cocoa volumes increased significantly year‑on‑year as the Company expanded its sourcing activities and strengthened relationships with suppliers in key producing regions. In contrast, cashew volumes declined due to weaker demand in the global market during the year, which reduced trading opportunities and impacted overall volume mix. The combined movement in volumes reflects the differing market dynamics across the Company’s two principal commodity lines.
This Strategic Report was approved by the Board of Directors on 08 April 2026 and signed on its behalf by:
Ibukunoluwa Opeke
Director
9 April 2026
SFI AGRI COMMODITIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The company is an agro-commodities trading business specializing in the sourcing, processing and sale of cocoa, cashew nuts, soybeans and sesame seed
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Olasunkanmi Owoyemi
Ibukunoluwa Opeke
Eric Effiom Eyo
(Appointed 18 June 2025)
Jason Green
(Appointed 18 June 2025 and resigned 30 January 2026)
Auditor
On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly, Ensors Accountants LLP formally resigned as the company’s auditors, with the directors duly appointing Azets Audit Services Limited, trading as Ensors, to fill the vacancy arising.
The auditor, Azets Audit Services Limited, trading as Ensors, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going Concern
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
Ibukunoluwa Opeke
Director
9 April 2026
SFI AGRI COMMODITIES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
SFI AGRI COMMODITIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SFI AGRI COMMODITIES LIMITED
- 6 -
Opinion
We have audited the financial statements of SFI Agri Commodities Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 2025 and of its loss 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
SFI AGRI COMMODITIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SFI AGRI COMMODITIES LIMITED (CONTINUED)
- 7 -
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, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition and management override of systems, controls and accounting estimates.
SFI AGRI COMMODITIES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF SFI AGRI COMMODITIES LIMITED (CONTINUED)
- 8 -
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
inquired of management, those charged with governance and the entity's solicitors about any non-compliance with laws and regulations.
Reviewed board minutes for any indication of non-compliance with laws and regulations and indications of fraud.
Tested journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions
Robustly challenged accounting estimates to ensure no indication of management bias.
All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance or fraud.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
The comparative period in these financial statements have not been audited.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Zoe Plowman (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
9 April 2026
SFI AGRI COMMODITIES LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Revenue
3
27,243,208
34,337,949
Cost of sales
(26,458,244)
(34,052,151)
Gross profit
784,964
285,798
Administrative expenses
(3,315,080)
(559,612)
Other operating income
940,971
Operating loss
4
(1,589,145)
(273,814)
Finance costs
7
(482,667)
Loss before taxation
(2,071,812)
(273,814)
Tax on loss
8
Loss for the financial year
(2,071,812)
(273,814)
The income statement has been prepared on the basis that all operations are continuing operations.
SFI AGRI COMMODITIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
£
£
Loss for the year
(2,071,812)
(273,814)
Other comprehensive income
-
-
Total comprehensive income for the year
(2,071,812)
(273,814)
SFI AGRI COMMODITIES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
9
156,630
85,754
Current assets
Inventories
10
5,197,143
-
Trade and other receivables
11
15,532,563
6,057,224
Cash and cash equivalents
103,253
23,345
20,832,959
6,080,569
Current liabilities
12
(10,996,414)
(1,537,576)
Net current assets
9,836,545
4,542,993
Net assets
9,993,175
4,628,747
Equity
Called up share capital
16
5,000,002
5,000,002
Capital contribution
17
7,436,240
Retained earnings
18
(2,443,067)
(371,255)
Total equity
9,993,175
4,628,747
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 9 April 2026 and are signed on its behalf by:
Ibukunoluwa Opeke
Director
Company registration number 14340143 (England and Wales)
SFI AGRI COMMODITIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Capital contribution
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
2
-
(97,441)
(97,439)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(273,814)
(273,814)
Issue of share capital
16
5,000,000
-
-
5,000,000
Balance at 31 December 2024
5,000,002
-
(371,255)
4,628,747
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(2,071,812)
(2,071,812)
Capital contribution additions
-
7,436,240
7,436,240
Balance at 31 December 2025
5,000,002
7,436,240
(2,443,067)
9,993,175
SFI AGRI COMMODITIES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(4,085,662)
(4,888,364)
Interest paid
(398,530)
Net cash outflow from operating activities
(4,484,192)
(4,888,364)
Investing activities
Purchase of property, plant and equipment
(89,015)
(91,291)
Net cash used in investing activities
(89,015)
(91,291)
Financing activities
Proceeds from issue of shares
5,000,000
Proceeds from new bank loans
4,653,115
Net cash generated from financing activities
4,653,115
5,000,000
Net increase in cash and cash equivalents
79,908
20,345
Cash and cash equivalents at beginning of year
23,345
3,000
Cash and cash equivalents at end of year
103,253
23,345
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information
SFI Agri Commodities Limited is a private company limited by shares incorporated in England and Wales. The registered office is 7th Floor, Savoy Strand, 105 Strand, London, WC2R 0AA.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling. The functional currency of the company is US dollars. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The company is currently in the early stages of its development and has not yet reached profitability. In assessing the company’s ability to continue as a going concern, the directors have taken into account the financial position of the company, projected cash flow requirements, and the continued financial support of its parent company. This support is expected to continue for at least 12 months from the date of approval of the financial statements.
1.3
Revenue
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
3 years
Motor vehicles
5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of non-current assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
As lessor
Amounts due from lessees under finance leases are recognised as receivables at the amount of the company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the company’s net investment outstanding in respect of leases.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Revenue
2025
2024
£
£
Revenue analysed by class of business
Sales of agro commodities
26,981,769
34,337,949
Commission fees
261,439
-
27,243,208
34,337,949
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Revenue
(Continued)
- 19 -
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
261,438
-
Europe
9,904,717
-
Non - EU
17,077,053
34,337,949
27,243,208
34,337,949
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange gains
(10,973)
(112,985)
Hedging instrument gains
(77,388)
Fees payable to the company's auditor for the audit of the company's financial statements
13,250
18,000
Depreciation of property, plant and equipment
18,139
5,537
Operating lease charges
942,547
85,977
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
(Unaudited)
Number
Number
9
3
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
841,801
39,875
Social security costs
118,822
2,555
Pension costs
33,751
3,190
994,374
45,620
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
280,000
Company pension contributions to defined contribution schemes
11,200
-
291,200
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
116,667
-
Company pension contributions to defined contribution schemes
4,667
-
7
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
84,137
-
Other interest on financial liabilities
398,530
482,667
8
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
Loss before taxation
(2,071,812)
(273,814)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(517,953)
(68,454)
Change in unrecognised deferred tax assets
517,953
68,454
Taxation charge for the year
-
-
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
9
Property, plant and equipment
Computers
Motor vehicles
Total
£
£
£
Cost
At 1 January 2025
91,291
91,291
Additions
24,723
64,292
89,015
At 31 December 2025
24,723
155,583
180,306
Depreciation and impairment
At 1 January 2025
5,537
5,537
Depreciation charged in the year
3,134
15,005
18,139
At 31 December 2025
3,134
20,542
23,676
Carrying amount
At 31 December 2025
21,589
135,041
156,630
At 31 December 2024
85,754
85,754
10
Inventories
2025
2024
£
£
Finished goods and goods for resale
5,197,143
The carrying amount of inventories includes £5,197,143 (2024 - £0) pledged as security for liabilities.
11
Trade and other receivables
2025
2024
Amounts falling due within one year:
£
£
Trade receivables
210,712
636,817
Amounts owed by group undertakings
6,795,832
4,956,397
Other financial assets
7,500,588
Other receivables
371,970
85,859
Prepayments and accrued income
653,461
378,151
15,532,563
6,057,224
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Current liabilities
2025
2024
Notes
£
£
Bank loans
13
4,653,115
Trade payables
21,255
102,796
Amounts owed to group undertakings
6,169,671
1,434,780
Other payables
94,249
Accruals and deferred income
58,124
10,996,414
1,537,576
13
Borrowings
2025
2024
£
£
Bank loans
4,653,115
Payable within one year
4,653,115
A loan of £4,653,115 was taken out during the year. Repayments fall due 180 days from the date of the related invoice or bill of lading and will continue until the facility termination date of 17 October 2026. The loan carries an interest rate of 11% per annum.
The loan is secured against the group’s inventory and trade receivables. The inventory pledged under the facility had a carrying value of £5,197,143 at year‑end. No trade receivables were assigned to the bank during the period.
14
Deferred taxation
There were no deferred tax movements in the year.
The company has a potential deferred tax asset of £621,761 ( 2024 - £111,261), primarily in respect of trading losses, measured at the rate of 25% ( 2024 - 25%). This potential tax asset has not been recognized as there is insufficient persuasive evidence that the losses will be utilized in the foreseeable future.
15
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
33,751
3,190
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
16
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
5,000,002
5,000,002
5,000,002
5,000,002
17
Capital contribution
2025
2024
£
£
At the beginning of the year
-
-
Additions
7,436,240
-
At the end of the year
7,436,240
-
The capital contribution reserve comprises amounts provided by the parent company. These contributions are non‑repayable, unconditional, and do not constitute consideration for goods or services. Accordingly, they are recognised directly in equity.
18
Retained earnings
2025
2024
£
£
At the beginning of the year
(371,255)
(97,441)
Adjusted balance
(371,255)
(97,441)
Loss for the year
(2,071,812)
(273,814)
At the end of the year
(2,443,067)
(371,255)
19
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2025
2024
£
£
Within 1 year
1,637,340
233,340
Years 2-5
760,335
291,675
2,397,675
525,015
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
20
Events after the reporting date
After the reporting date, the entity entered into a new $10 million trade receivables financing facility, under which the lender required security over certain assets. As part of the facility terms, a charge was registered at Companies House and the related receivables were pledged as security.
No other events requiring disclosure have occurred after the balance sheet date.
21
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Purchases
Purchases
2025
2024
£
£
Entities with control, joint control or significant influence over the company
26,262,771
34,052,151
Other related parties
195,473
-
Recharges
2025
2024
£
£
Entities with control, joint control or significant influence over the company
811,386
-
2025
2024
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
5,963,643
1,434,780
Other related parties
206,028
-
The following amounts were outstanding at the reporting end date:
2025
2024
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
6,394,125
4,956,397
Other related parties
401,706
-
22
Ultimate controlling party
SFI Agri Commodities Limited is a wholly owned subsidiary of Sunbeth Global Concepts Limited, a trading company incorporated in Nigeria. The ultimate controlling party is Olasunkanmi Owoyemi who holds 92% of the shares in Sunbeth Global Concepts Limited.
SFI AGRI COMMODITIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
23
Cash absorbed by operations
2025
2024
£
£
Loss after taxation
(2,071,812)
(273,814)
Adjustments for:
Finance costs
482,667
Depreciation and impairment of property, plant and equipment
18,139
5,537
Movements in working capital:
Increase in inventories
(5,197,143)
Increase in trade and other receivables
(2,039,099)
(6,057,224)
Increase in trade and other payables
4,721,586
1,437,137
Cash absorbed by operations
(4,085,662)
(4,888,364)
During the year, the Company received a capital contribution of $10 million from its parent company, which was paid directly into the Company’s hedging account and not into its operating bank accounts. As a result, the transaction did not give rise to a movement in cash and cash equivalents and has therefore been excluded from the statement of cash flows
24
Analysis of changes in net funds/(debt)
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
23,345
79,908
103,253
Borrowings excluding overdrafts
-
(4,653,115)
(4,653,115)
23,345
(4,573,207)
(4,549,862)
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