Registered number: 06292059
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their strategic report with the financial statements of the Company and the Group for the period from 1 November 2024 to 31 October 2025.
During the period ending 31 October 2025 the Group’s performance did not improve and the Group’s loss, after taxation, amounted to £970,932.
As a result of these continued losses in the Group the main funder Mr David Lilley decided not to provide any further funds except where unavoidable.
During the period ending 31 October 2025 the Group’s performance did not improve and the Group’s loss, after taxation, amounted to £970,932.
As a result of these continued losses in the Group the main funder Mr David Lilley decided not to provide any further funds except where unavoidable.
The principal activity of the Group was investment in alternative energy supplies in the UK and in farming companies overseas.
The UK Hydro Electric Scheme in Scotland had a slight reduction in its turnover but continued to prosper and brought revenues. This subsidiary had profits and continued repaying its loan to the parent company.
In Africa, Africa Invest Limited, which held 6 estates at the balance sheet date totalling around 2,990 arable hectares was still struggling to operate. To help its cashflow situation the decision was made to rent some arable land that is not currently in use by the company. Valid Nutrition Limited, a subsidiary that specialised in agri processing of ready to use food (RUFs), stopped its operations on 1 November 2021.
In Russia, Andropovsky Agroproekt ooo (AAP) owns 12,000 hectares of land in Stavrapol region, approx. 8,000 of which is arable, struggled to operate due to the ongoing geopolitical issues in the country. The parent company was not able to provide any financial assistance to the Russian business, even for the capital requirements. Given the sanctions put in place the Group can no longer fully control the subsidiary. As such, the directors have concluded that there are severe long term restrictions hindering the exercise of the rights of the parent company over the assets or management of AAP. As a result of this, the directors have come to the decision that AAP should not be included in these consolidated accounts.
Turnover across the Group reduced with the exception of one overseas subsidiary. The gross profits declined except one overseas subsidiary and the Group’s gross profit which increased slightly. The Group showed increase in operating losses mainly as a result of the increase in administrative expenses.
The UK Hydro Electric Scheme in Scotland had a slight reduction in its turnover but continued to prosper and brought revenues. This subsidiary had profits and continued repaying its loan to the parent company.
In Africa, Africa Invest Limited, which held 6 estates at the balance sheet date totalling around 2,990 arable hectares was still struggling to operate. To help its cashflow situation the decision was made to rent some arable land that is not currently in use by the company. Valid Nutrition Limited, a subsidiary that specialised in agri processing of ready to use food (RUFs), stopped its operations on 1 November 2021.
In Russia, Andropovsky Agroproekt ooo (AAP) owns 12,000 hectares of land in Stavrapol region, approx. 8,000 of which is arable, struggled to operate due to the ongoing geopolitical issues in the country. The parent company was not able to provide any financial assistance to the Russian business, even for the capital requirements. Given the sanctions put in place the Group can no longer fully control the subsidiary. As such, the directors have concluded that there are severe long term restrictions hindering the exercise of the rights of the parent company over the assets or management of AAP. As a result of this, the directors have come to the decision that AAP should not be included in these consolidated accounts.
Turnover across the Group reduced with the exception of one overseas subsidiary. The gross profits declined except one overseas subsidiary and the Group’s gross profit which increased slightly. The Group showed increase in operating losses mainly as a result of the increase in administrative expenses.
The Group’s performance is monitored against strategic objectives by means of key performance indicators. The main KPIs it uses (excluding Andropovsky Agroproekt ooo) are gross profit (2025 £0.66m, 2024 £0.64m) and turnover (2025 £0.68m, 2024 £0.71m) and hectares (2025 3k, 2024 3k).
Page 1
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The Group is exposed to foreign currencies, principally USD, Malawi Kwacha, Quetzal and Russian Ruble. Principal foreign currency exposure arises from trade in its overseas subsidiaries. Hedging its exposure is not always feasible as some of the currencies involved are not traded. However, the underlying sales are generally made in crops priced in USD. This provides the Group with a form of hedge against currency fluctuations.
The Group has exposure to the following risks from its transactions in financial instruments:
• liquidity risk
• foreign currency risk
• credit risk
This note represents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for identification, measurement, monitoring and controlling risk and the Group's management of capital.
Liquidity risk
The Group's policy on liquidity risk is to ensure that significant cash is available to fund ongoing operations. The Group's borrowings facilities are principally provided by D Lilley. These are regularly reviewed and only provided where unavoidable.
Foreign currency risk
The Group's principal foreign currency exposure arises from denomination of financing of Group borrowings and trade in its overseas subsidiaries. Hedging its exposure is not always feasible as the currencies involved are not traded. However, the underlying sales are generally made in crops priced in USD. This provides the Group with a form of hedge against currency fluctuations, however not on significant balances owed.
Credit risk
The Group's maximum exposure to credit risk in relation to financial assets is represented by bank balances and cash, trade and other receivables. The Group manages exposure by close control of these resources.
The Group has exposure to the following risks from its transactions in financial instruments:
• liquidity risk
• foreign currency risk
• credit risk
This note represents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for identification, measurement, monitoring and controlling risk and the Group's management of capital.
Liquidity risk
The Group's policy on liquidity risk is to ensure that significant cash is available to fund ongoing operations. The Group's borrowings facilities are principally provided by D Lilley. These are regularly reviewed and only provided where unavoidable.
Foreign currency risk
The Group's principal foreign currency exposure arises from denomination of financing of Group borrowings and trade in its overseas subsidiaries. Hedging its exposure is not always feasible as the currencies involved are not traded. However, the underlying sales are generally made in crops priced in USD. This provides the Group with a form of hedge against currency fluctuations, however not on significant balances owed.
Credit risk
The Group's maximum exposure to credit risk in relation to financial assets is represented by bank balances and cash, trade and other receivables. The Group manages exposure by close control of these resources.
This report was approved by the board and signed on its behalf.
Page 2
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
The directors present their report and the financial statements for the year ended 31 October 2025.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
The directors who served during the year were:
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Strategic Report preceding the Directors' Report includes information that would have formerly been included in the business review and the principal risks and uncertainties of the Directors' Report.
Page 3
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
The auditor, Menzies LLP, 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.
Page 4
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED
We have audited the financial statements of Exagris Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 October 2025, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 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 Group's or the Parent 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.
Page 5
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
Page 6
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙UK Companies Act 2006;
∙FRS 102; and
∙UK tax legislation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be through posting of unusual journals and complex transactions.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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.
Page 7
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EXAGRIS LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
EC2V 7AB
Page 8
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2025
Page 9
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
Page 10
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
Page 11
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
Page 12
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 40 form part of these financial statements.
Page 13