Notes to the consolidated financial statements

 

1.     GeNERAL INFORMATION

 

PACSCo is incorporated and domiciled in Guernsey, the Channel Islands, with registered number 42643. Further details, including the address of the registered office, are given on page 47. The nature of the Group's operations and its principal activities are set out in the Directors' report. A list of the investments in subsidiaries and associate companies held directly and indirectly by the Company during the year and at the year-end, including the name, country of incorporation, operation and ownership interest is given in note 3.

 

The reporting currency for the Group is the US Dollar ('$' or 'US$') as it most appropriately reflects the Group's business activities in the agricultural sector in Africa and therefore the Group's financial position and financial performance.

 

The financial statements have been prepared in accordance with International Accounting Standards as adopted by the United Kingdom. Following the change of control of the Agricultural businesses in Mozambique, the operating activities were deconsolidated at 31 March 2025, and disclosed as discontinued activities.  The comparatives have been restated accordingly. The financial statements have been prepared on the historical cost basis, except for the following items, which are measured at an alternative basis on each reporting date:

Items	Measurement basis
Biological assets	Fair value
Property, plant and equipment - Land and building	Subsequent measured at revalued amount - i.e., fair value at the date of revaluation less subsequent depreciation and impairment losses.

 

 

2.     ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS

Adoption of new and revised Standards

During the current year, the Group has adopted all of the new and revised standards and interpretations issued by the IASB and the IFRS-IC that are relevant to its operations and effective for annual reporting periods beginning on 1 April 2024. The revised standards and interpretations have not resulted in material changes to the Group's accounting policies.

The following new and amended standards are not expected to have a significant impact on the Group's financial statements in the future, being FY 2026.

New standard issued IFRS 18 Presentation and Disclosure in Financial Statements: New standard replaces IAS 1 with focus on statement of profit or loss, adding new principles of aggregation and disaggregation of items.

New standard issued IFRS 19 Subsidiaries without Public Accountability: New standard allows subsidiaries without Public Accountability to apply reduced set of disclosures in their financial statements, replacing the extensive requirements of full IFRS.

Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments: Classification of financial assets and settlement by electronic payments.

 

3.     SIGNIFICANT ACCOUNTING POLICIES

 

The financial statements have been prepared on a historical cost basis, except for certain financial instruments, biological assets, property, plant and equipment and share based payments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets acquired. The principal accounting policies adopted are set out below in this note.

 

Going concern

 

The Company has prepared forecasts for the Group's ongoing businesses covering the period of 12 months from the date of approval of these financial statements. These forecasts are based on assumptions including, inter alia, the working capital facility of £750,000 committed by Chepstow (of which £253,000 has been drawn to date), and that the disposal of the Group's Agricultural Businesses will receive regulatory consent. Accordingly, only forecasts for the Company have been prepared and it has been assumed that the budgeted cash flows can be achieved and that the existing working capital facility will remain in place for the forecast period.

 

The directors are confident that the Group will achieve its cash flow forecasts. Therefore, the directors have prepared the financial statements on a going concern basis.

 

Basis of consolidation

 

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

 

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

 

Where control over the operating activities of a subsidiary ceases, the subsidiary is deconsolidated and disclosed as discontinued activities.

 

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group 'controls' an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which controls ceases.

 

Intra-Group transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

During the year ended 31 March 2025, the Company held equity interests in the following undertakings:

 

Direct investments

 

	Proportion held of equity instruments	Country of incorporation and place of business	Nature of business
Subsidiary undertakings
Agriterra (Mozambique) Limited	100%	Guernsey	Holding company

 

Indirect investments of Agriterra (Mozambique) Limited

 

	Proportion held of equity instruments	Country of incorporation and place of business	Nature of business
Subsidiary undertakings
DECA - Desenvolvimento E Comercialização Agrícola Limitada	100%	Mozambique	Grain
Compagri Limitada	100%	Mozambique	Grain
Mozbife Limitada	100%	Mozambique	Beef
Carnes de Manica Limitada	100%	Mozambique	Dormant
Agriterra Aviação imitada	100%	Mozambique	Dormant
Deca Snax Limitada	50%	Mozambique	Maize based food products

These investments were conditionally disposed of on 31 March 2025 and were de-consolidated on 31 March 2025.

 

Foreign currency

 

The individual financial statements of each company in the Group are prepared in Mozambican Metical, the currency of the primary economic environment in which it operates (its 'functional currency'). The consolidated financial statements are presented in US Dollars as the Group's principal finance facilities and the terms of the disposal agreement are expressed in US Dollars.

 

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's operations are translated at exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the year, in which case exchange rates at the date of transactions are used. Exchange differences arising from the translation of the net investment in foreign operations and overseas branches are recognised in other comprehensive income and accumulated in equity in the translation reserve. Such translation differences are recognised as income or expense in the year in which the operation or branch is disposed of.

 

The following are the material exchange rates applied by the Group:

 

	Average Rate			Closing Rate
	2025	2024		2025	2024
Mozambican Metical: US$	63.90	63.89		63.90	63.90

Operating segments

 

The Chief Operating Decision Maker is the Board. The Board reviews the Group's internal reporting in order to assess the performance of the business. As the operating businesses were disposed of on 31 March 2025, the Mozambique Agricultural Businesses have been deemed to be one operating segment and disclosed as discontinued activities.

 

Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, value added taxes and other sales related taxes.

 

Performance obligations and timing of revenue recognition:

All of the Group's revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are collected by or delivered to the customer. There is limited judgement needed in identifying the point control passes once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession, usually it will have a present right to payment. Consideration is received in accordance with agreed terms of sale.

 

Determining the contract price:

All of the Group's revenue is derived from fixed price lists and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices.

 

Allocating amounts to performance obligations:

For most sales, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the price to each unit ordered.

 

There are no long-term contracts in place. Sales commissions are expensed as incurred. No practical expedients are used.

 

Operating loss

 

Operating loss is stated before other gains and losses, finance costs and taxation.

 

Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial year of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. The Group did not incur any borrowing costs in respect of qualifying assets in any year presented.

 

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

 

Share based payments

 

The Company issues equity-settled share-based payments to certain employees of the Group and in settlement of certain expenditure. These payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant and the value is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the shares that will eventually vest and adjusted for non-market based vesting conditions.  

 

Fair value is measured by use of the Black Scholes model. The expected life used in the model is adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

Employee benefits

 

Short-term employee benefits

 

Short-term employee benefits include salaries and wages, short-term compensated absences and bonus payments. The Group recognises a liability and corresponding expense for short-term employee benefits when an employee has rendered services that entitle him/her to the benefit.

 

Post-employment benefits

 

The Group does not contribute to any retirement plan for its employees. Social security payments to state schemes are charged to profit and loss as the employee's services are rendered.

 

Taxation

 

The Company is resident for taxation purposes in Guernsey, and its income is subject to income tax, presently at a rate of zero per cent per annum.  The income of overseas subsidiaries is subject to tax at the prevailing rate in each jurisdiction.

 

The income tax expense for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity when tax is recognised in other comprehensive income or directly in equity as appropriate. Taxable profit differs from accounting 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.

 

Current tax expense is the expected tax payable on the taxable income for the year. It is calculated on the basis of the tax laws and rates enacted or substantively enacted at the balance sheet date and includes any adjustment to tax payable in respect of previous years. Deferred tax is calculated using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the asset can be utilised. This requires judgements to be made in respect of the availability of future taxable income.

The Group's deferred tax assets and liabilities are calculated using tax rates that are expected to apply in the year when the liability is settled, or the asset realised based on tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

No deferred tax asset or liability is recognised in respect of temporary differences associated with investments in subsidiaries, branches and joint ventures where the Group is able to control the timing of reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

 

Property, plant and equipment

 

Recognition

Items of property, plant and equipment are stated at historical purchase cost. Cost includes expenditure that is directly attributable to the acquisition. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets.

 

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

 

Subsequent measurement

Following initial recognition at cost, items of land and buildings are subsequently measured using the revaluation model being the fair value at the date of revaluation less any subsequent depreciation and subsequent impairment losses. The revaluation model is only used when fair value can be reliably measured. Revaluations are made regularly enough to ensure that at any reporting date the carrying amount does not differ materially from the fair value. Revaluations are performed by independent sworn valuators triennially. When an item of property, plant and equipment is revalued, the entire class of property, plant, and equipment to which the asset belongs is revalued. Only land and buildings are subsequently valued using the revaluation model and all others are valued at cost model.

 

Any revaluation surplus is credited to revaluation reserve as part of other comprehensive income, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in the profit or loss, in which case the increase is recognized in the profit or loss. A revaluation deficit is recognized in profit or loss, except to the extent that it offsets an existing surplus on the same recognized in the asset revaluation reserve. The revaluation reserve is realized over the period of the useful life of the property by transferring the realized portion from the revaluation reserve to retained earnings.

 

Depreciation

Depreciation is charged on a straight-line basis over the estimated useful lives of each item, as follows:

 

Land and buildings:
Land	Nil
Buildings and leasehold improvements	2%	-   33%
Plant and machinery	5%	-   25%
Motor vehicles	20%	-   25%
Other assets	10%	-   33%

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds received with the carrying amount of the asset immediately prior to disposal and are included in profit and loss.

 

Intangible assets and goodwill

               

Intangible assets comprise investment in management information and financial software. This is amortised at 10% straight line. Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

 

Impairment of property, plant and equipment and intangible assets

               

At each balance sheet 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 the asset does not generate cash flows that are independent from other assets, 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 of disposal 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 initially against amounts included in the revaluation reserve in respect of the asset and subsequently in profit and loss.

 

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 and loss.

 

Biological assets

 

Consumer biological assets, being the beef cattle herd, are measured in accordance with IAS 41, 'Agriculture' at fair value less costs to sell, with gains and losses in the measurement to fair value recorded in profit and loss. Breeding cattle, comprising bulls, cows and heifers are expected to be held for more than one year, and are classified as non-current assets. The non-breeding cattle comprise animals that will be grown and sold for slaughter and are classified as current assets.

 

Cattle are recorded as assets at the year-end and the fair value is determined by the size of the herd and market prices at the reporting date.

 

Cattle cease to be a biological asset from the point they are slaughtered, after which they are accounted for in accordance with the accounting policy below for inventories.

 

Forage crops are valued in accordance with IAS 41, 'Agriculture' at fair value less costs to harvest. As there is no ready local market for forage crops, fair value is calculated by reference to the production costs of previous crops. The cost of forage is charged to profit or loss over the year it is consumed.

 

Inventories

 

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the weighted average principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

 

Financial instruments

 

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

 

Financial assets

 

Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income ("FVTOCI") or at fair value through profit or loss ("FVPL") depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.

 

A loss allowance for expected credit losses is determined for all financial assets, other than those at FVPL, at the end of each reporting period. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year-end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.

 

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or have expired.

 

Trade and other receivables

 

Trade receivables are accounted for at amortised cost. Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate expected credit loss allowances for estimated recoverable amounts as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material. Other receivables are accounted for at amortised cost and are stated at their nominal value as reduced by appropriate expected credit loss allowances.

 

Cash and cash equivalents

 

Cash and cash equivalents, comprise cash on hand, on demand deposits and cash equivalents, which are short term highly liquid investments that are readily convertible into a known amount of cash, and which are subject to an insignificant risk of changes in value.

 

Financial liabilities

 

The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics.

 

All purchases of financial liabilities are recorded on trade date, being the date on which the Group becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Group's financial liabilities approximate to their fair values.

 

The Group's financial liabilities consist of financial liabilities measured at amortised cost and financial liabilities at fair value through profit or loss.

 

A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the statement of comprehensive income.

 

Borrowings

 

Borrowings are included as financial liabilities on the Group balance sheet at the amounts drawn on the particular facilities net of the unamortised cost of financing. Interest payable on those facilities is expensed as finance cost in the period to which it relates.

 

Trade and other payables

 

Trade and other payables are initially recorded at fair value and subsequently carried at amortised cost.

 

Fair value measurement

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company.

 

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

 

For all other financial instruments not traded in an active market, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. Valuation techniques include the market approach (i.e., using recent arm's length market transactions adjusted as necessary and reference to the current market value of another instrument that is substantially the same) and the income approach (i.e., discounted cash flow analysis and option pricing models making as much use of available and supportable market data as possible).

 

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting year.

 

 

4.     CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

In the application of the Group's accounting policies which are described in note 3, the directors are required to make judgments, estimates and assumptions about the carrying amounts 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.

 

Going concern

 

Details of the directors' assessment of Going Concern are set out in note 3. These financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

 

Disposal of Agricultural Businesses in Mozambique

 

At a General Meeting held on 31 March 2025, the shareholders approved resolutions to dispose of the Group's Mozambique Agricultural Businesses to Chepstow. The Disposal is conditional upon receiving certain local Mozambican regulatory approvals. The Board consider these approvals (one of which is still outstanding) to be administrative rather than substantive in nature. Furthermore, the Disposal agreement specifically provides that the Company has no further role in managing the Mozambican businesses nor does it share any financial interest in returns from the businesses disposed of. The Board therefore considers that as at 31 March 2025 it no longer controlled the Mozambique operations and has accounted for the transaction as a disposal on 31 March 2025. Accordingly, the trading results for the year ended 31 March 2025 have been disclosed as discontinued activities and the comparatives for the year ended 31 March 2024 have been restated. No segmental reporting disclosures have been made as the remaining continuing activities relate solely to the Company.

 

5.     Operating loss

 

Operating loss on continuing activities has been arrived at after charging / (crediting):

			Restated
	Year ended		Year ended
	31 March 2025		31 March 2024
	US$000		US$000
Continuing activities
Staff costs	8		8
Discontinued Activities
Depreciation of property, plant and equipment (see note 13)	795		868
Amortisation of intangible asset (see note 14)	-		3
Profit on disposal of property, plant and equipment	119		30
Net foreign exchange loss	100		54
Staff costs (see note 7)	1,475		1,382

 

6.     Auditors Remuneration

 

Amounts payable to the auditors and their associates in respect of audit services are as follows:

	Year Ended		Year Ended
	31 March 2025		31 March 2024
	US$000		US$000
Fees payable to the Company's auditor and their associates
Overruns in respect of prior years	21		18
	21		18
Fees payable to the Company's auditor and their associates
For the audit of the Company's accounts	85		97
For the audit of the Company's subsidiaries	42		37
Total audit fees	148		152

 

Other than as disclosed above, the Company's auditor and their associates have not provided additional services to the Company.

 

7.     Staff costs

 

The average monthly number of employees (including executive Directors) employed by the Group for the year was as follows:

 

			Restated
	Year  ended		Year ended
	31 March 2025		31 March 2024
	Number		Number
Office and Management	26		26
Operational	332		334
	358		360

 

Of which relate to:
Continuing activities	1		1
Discontinued activities	357		359
	358		360

 

Their aggregate remuneration comprised (including production staff and excluding director's remuneration):

			Restated
	Year  Ended		Year  ended
	31 March 2025		31 March 2024
	US$000		US$000
Wages and salaries	1,435		1,344
Social security costs	48		46
	1,483		1,390

 

Of which relate to:
Continuing activities	8		8
Discontinued activities	1,475		1,382
	1,483		1,390

 

8.     REMUNERATION OF DIRECTORS

 

					Year ended 31 March 2025 US$000		Year ended 31 March 2024 US$000
CSO Havers					24		23
NWH Clayton					8		8
HWB Rudland					8		8
GR Smith					8		8
SML Zandamela					8		8
					56		55

 

Of which relate to:
Continuing activities	56		55
Discontinued activities	-		-
	56		55

 

All remuneration relates to short term benefits. Directors are considered to be key management personnel.

 

9.     Finance costs

	Year  Ended		Year Ended
	31 March 2025		31 March 2024
	US$000		US$000
Interest expense on bank borrowings and overdrafts	(331)		(444)
Interest expense on shareholder loans	(1,386)		(1,003)
Interest expense on leases	-		(41)
Net finance costs	(1,717)		(1,488)

 

Of which relate to:
Continuing activities	(1,386)		(1,003)
Discontinued activities	(331)		(485)
	(1,717)		(1,488)

 

10.   Taxation

	Year Ended		Year Ended
	31 March 2025		31 March 2024
	US$000		US$000
Current tax credit
Current tax	-		-
Deferred tax	127		127
	127		127

 

Of which relate to:
Continuing activities	-		-
Discontinued activities	127		127
	127		127

 

Effective tax reconciliation
Loss before tax from continuing activities	(1,561)		(1,414)
Tax credit at the Guernsey corporation tax rate of 0%	-		-
Tax effect of losses not allowable	-		-
Tax on loss on continuing activities	-		-
Loss before tax from discontinued activities	(699)		(1,927)
Tax credit at the Mozambican corporation tax rate of 32%	(224)		(617)
Tax effect of expenses that are not deductible in determining taxable profit	181		161
Tax effect of net losses (recognised) / not recognised in overseas subsidiaries (net of effect of different rates)	(84)		329
Tax credit on loss on discontinued activities	(127)		(127)

 

Of which relate to:
Continuing activities	-		-
Discontinued activities	127		127
	127		127

 

The tax reconciliation on continuing activities has been prepared using a zero % tax rate, the corporate income tax rate in Guernsey and on discontinued activities using a rate of 32%, the corporate income tax rate in Mozambique.

 

The Company is resident for taxation purposes in Guernsey, and its income is subject to Guernsey income tax, presently at a rate of zero percent per annum (2024: zero percent per annum). No tax is payable for the year. Deferred tax has not been provided for, as brought forward tax losses are not recoverable under the Income Tax (Zero 10) (Guernsey) Law, 2007 (as amended).

 

11.   Discontinued activities

 

On 31 March 2025, shareholders approved the disposal of the Company's Mozambique Agricultural Businesses to Chepstow. The rationale for the transaction is set out in the Strategic report. Following the transfer of control to Chepstow on 31 March 2025, these businesses were deconsolidated and their activities disclosed as discontinued activities. The comparatives have been adjusted accordingly. The consideration received was the waiver of shareholder loans and other liabilities to Chepstow amounting to $15,281,000. The book value of the net assets disposed of amounted to $25,648,000.

 

			Year ended		Year ended
			31 March 2025		31 March 2024
	Note		US$000		US$000
Revenue			13,591		10,393
Cost of sales			(10,985)		(8,124)
Decrease in fair value of biological assets			(90)		(437)
Gross profit			2,516		1,832
Operating expenses			(3,138)		(3,577)
Other income			135		273
Profit on disposal of property, plant and equipment			119		30
Operating loss			(368)		(1,442)
Finance costs	9		(331)		(485)
Loss before taxation on discontinued activities			(699)		(1,927)
Loss on disposal of discontinued activities			(26,531)		-
			(27,230)		(1,927)
Taxation	10		127		127
Loss for the year on discontinued activities			(27,103)		(1,800)
Other comprehensive loss
Items that will not be reclassified to profit or loss:
Revaluation of property, plant and equipment			-		(141)
Related tax			-		45
			-		(96)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation differences			16,164		5
Total comprehensive loss for the year			(10,939)		(1,891)

The loss on disposal of discontinued activities is arrived at as follows:

			31 March 2025		31 March 2024
			US$000		US$000
Waiver of balances due to Chepstow (includes shareholder loans and other payables)			15,281		-
Net assets disposed			(25,648)		-
Loss before recycling of foreign currency translation reserve			(10,367)		-
Recycle of foreign currency translation reserve on disposal			(16,164)		-
Total loss on disposal			(26,531)		-

 

 

 

The net assets disposed of comprise:					Year ended
					31 March 2025
					US$000
Property plant and equipment					24,508
Biological assets					231
Inventory					1,311
Trade and other receivables					944
Cash					290
Trade and other payables					(1,200)
Borrowings					(436)
Net Assets disposed of					25,648

The balance on the revaluation reserve of US$17,524,000 was credited directly to retained earnings rather than recycling through the income statement in accordance with IAS 16- Property, Plant and Equipment.

 

 

12.   Earnings per SHARE

	Year ended		Year ended
	31 March 2025		31 March 2024
	US$000		US$000
The calculation of the basic and diluted earnings per share is based on the following data:
Loss for the year for the purposes of basic and diluted earnings per share attributable to equity holders of the Company
From Continuing operations	(1,561)		(1,414)
From Discontinued operations	(27,103)		(1,811)
Total	(28,664)		(3,225)
Weighted average number of Ordinary Shares for the purposes of basic and diluted earnings per share	71,829,007		71,829,007
Basic and diluted earnings per share - US cents
From Continuing operations	(2.17)		(1.97)
From Discontinued operations	(37.74)		(2.52)
Total	(39.91)		(4.49)

 

The Company has issued options over ordinary shares which could potentially dilute basic loss per share in the future. There is no difference between basic loss per share and diluted loss per share as the potential ordinary shares are anti-dilutive. Details of options are set out in note 25.

 

13.   Property, plant and equipment

 

	Land and buildings		Plant and machinery		Motor vehicles		Other Assets		Total
	US$000		US$000		US$000		US$000		US$000
Cost
At 1 April 2023	25,238		5,460		1,191		164		32,053
Acquisition through business combination	-		552		-		66		618
Additions	-		266		224		781		1,271
Revaluation	(2,013)		-		-		-		(2,013)
Disposals	-		(15)		(25)		(1)		(41)
Exchange rate adjustment	(8)		(2)		(1)		-		(11)
At 31 March 2024	23,217		6,261		1,389		1,010		31,877
Additions	162		30		49		94		335
Disposals	-		-		(249)		(3)		(252)
Disposal of subsidiaries	(23,379)		(6,291)		(1,189)		(1,101)		(31,960)
Exchange rate adjustment	-		-		-		-		-
At 31 March 2025	-		-		-		-		-
Accumulated depreciation and impairment
At 1 April 2023	1,248		5,201		1,188		149		7,786
Acquisition through business combination	-		124		-		47		171
Charge for the year	624		205		8		31		868
Revaluation	(1,872)		-		-		-		(1,872)
Disposals	-		(15)		(25)		(1)		(41)
Exchange rate adjustment	-		(2)		(1)		-		(3)
At 31 March 2024	-		5,513		1,170		226		6,909
Charge for the year	591		123		58		23		795
Disposals					(249)		(3)		(252)
Disposal of subsidiaries	(591)		(5,636)		(979)		(246)		(7,452)
Exchange rate adjustment	-		-		-		-		-
At 31 March 2025	-		-		-		-		-
Net book value
31 March 2025	-		-		-		-		-
31 March 2024	23,217		748		219		784		24,968

 

The Group accounting policy for recognition and subsequent measurement of land and buildings is the revaluation model. In accordance with the International Financial Reporting Standards, such revaluation exercises should be performed regularly. The Group adopted a policy to revalue land and buildings after every 3 years.

 

At the triennial valuation of land and building at 31 March 2024 the Group revalued land and buildings down by $141,087 (31 March 2021: revalued up by $18,475,127) in total (DECA revalued down by $274,923, Compagri revalued down by $124,935 and Mozbife revalued up by $258,771). This valuation attributed a value of $nil to the farms, which are currently held for sale. The carrying value of land and buildings at 31 March 2025 under the cost model would have been $nil (2024: $ 4,735,908). The valuation of the land and building was carried out by a certified valuer. The valuation was based on replacement cost method wherein the valuer estimated the cost of building a similar infrastructure taking into account inflation, cost of constructions, land value and return on investments. These inputs are Level 3 inputs as per the fair value hierarchy as they are unobservable inputs. The fair value is sensitive to these inputs and changes to one or more inputs can significantly impact the fair value.  

 

Property, plant and equipment with a carrying amount of $nil (2024: $6,085,415) have been pledged to secure the Group's bank overdrafts and loans (note 18). The Group is not allowed to pledge these assets as security for other borrowings or sell them to another entity.

 

For the year ended 31 March 2025, a depreciation charge of $795,000 (2024: $868,000) has been included in the consolidated income statement within discontinued activities. Certain motor vehicles and equipment have been purchased with finance leases.

 

14.   Intangible Assets

									US$000
Cost
At 1 April 2023									150
Additions									12
Exchange rate adjustment									-
At 31 March 2024									162
Disposals									(31)
Disposal of subsidiary									(131)
Exchange rate adjustment									-
At 31 March 2025									-
Accumulated amortisation
At 1 April 2023									147
Charge for the year									3
Exchange rate adjustment									12
At 31 March 2024									162
Disposal									(31)
Disposal of subsidiary									(131)
Exchange rate adjustment									-
At 31 March 2025									-
Net book value
31 March 2025									-
31 March 2024									-

 

Intangible assets comprise investment in management information and financial software.

 

 

15.   Biological assets

			US$000
Fair value
At 31 March 2023			496
Purchase of biological assets			1,751
Sale, slaughter or other disposal of biological assets			(1,565)
Change in fair value of the herd			(437)
Foreign exchange adjustment			-
At 31 March 2024			245
Purchase of biological assets			791
Sale, slaughter or other disposal of biological assets			(715)
Change in fair value of the herd			(90)
On disposal of subsidiary			(231)
Foreign exchange adjustment			-
At 31 March 2025			-

 

All cattle are held for slaughter. The slaughter herd has been classified as a current asset. Forage crops included in current assets are US$ nil (2024: US$ 22,543).

 

16.   Inventories

	31 March 2025		31 March 2024
	US$000		US$000
Consumables and spares	-		21
Raw materials	-		442
Finished goods	-		153
	-		616

During the year inventories amounting to US$6,758,000 (2024: US$5,472,719) were included in cost of sales

 

17.   Trade and other receivables

               

	31 March 2025		31 March 2024
	US$000		US$000
Trade receivables	-		883
Other receivables	211		1,066
	211		1,949

 

Trade receivables

	31 March 2025		31 March 2024
	US$000		US$000
Trade receivables - gross	-		956
Loss allowance	-		(73)
	-		883

 

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

 

Other receivables include receivable from shareholder for services to or expenses incurred on behalf of the shareholder US$210,000 (2024:US$176,118)

 

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on the days past due.

 

At 31 March 2024 Trade receivables	Current	More than 30 days	More than 60 Days	More than 90 days	Total
	US$000	US$000	US$000	US$000	US$000
Expected loss rate	0%	0%	0%	70%	8%
Gross trade receivables	617	150	85	104	956
Loss allowance	-	-	-	73	73

 

The closing loss allowances for trade receivables as at 31 March reconcile to the opening loss allowances as follows:

	31 March 2025		31 March 2024
	US$000		US$000
Loss allowances at 1 April	73		22
Increase in loss allowance recognised in profit or loss on discontinued activities during the year	-		51
On disposal of discontinued activities	(73)		-
Exchange rate adjustment	-		-
Loss allowances at 31 March	-		73

 

Trade receivables are provided for when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due. This is used as the basis of the ECL provision disclosed above. The Group determines the percentage based on historic trends. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

 

Further details on the Group's financial assets are provided in note 21.

 

 

18.   Borrowings

	31 March 2025		31 March 2024
	US$000		US$000
Non-current liabilities
Shareholder loans	-		13,637
Bank loans	-		501
	-		14,138
				-
Current liabilities
Bank loans	-			130
	-			130
	-			14,268

 

Reconciliation to cash flow statement

 

	At 31 March 2024		Cash flow		Interest accrued		On disposal of subsidiaries		Foreign Exchange		At 31 March 2025
	US$000		US$000		US$000		US$000		US$000		US$000
Shareholder loans	13,637		-		1,386		(15,023)		-		-
Bank loans (discontinued)	631		(526)		331		(436)		-		-
	14,268		(526)		1,717		(15,459)		-		-

 

	At 31 March 2023		Cash flow		Interest accrued		Loan to equity conversion		Foreign Exchange		At 31 March 2024
	US$000		US$000		US$000		US$000		US$000		US$000
Shareholder loans	8,034		4,600		1,003		-		-		13,637
Non-current bank loans	574		(72)				-		(1)		501
Non-current leases	88		(88)				-		-		-
Current bank loans	1,056		(868)				-		(58)		130
Current leases	110		(110)				-		-		-
	9,862		3,462		1,003		-		(59)		14,268

 

19.   Trade and other payables

	31 March 2025		31 March 2024
	US$000		US$000
Trade payables	-		268
Other payables	-		396
Accrued liabilities	210		553
	210		1,217

 

'Trade payables' and 'Accrued liabilities' principally comprise amounts outstanding for trade purchases and ongoing costs. 'Other payables' includes US$ nil (2024: US$349,000) in respect of working capital funding received from Non-Controlling Interests. No interest is charged on any balances.

 

The Directors consider that the carrying amount of financial liabilities approximates their fair value. 

 

20.   FINANCIAL INSTRUMENTS

 

20.1.  Capital risk management

 

Following the disposal of the Group's trading operations, the Company manages its capital to ensure that it will be able to continue as going concern whilst it seeks investment opportunities to provide future returns to shareholders.

 

20.2.  Categories of financial instruments

                                                                                                                                                                                                   

The following are the Group financial instruments as at the year-end held at amortised cost:

	31 March 2025		31 March 2024
	US$000		US$000
Financial assets
Cash and bank balances	-		439
Other loans and receivables	210		956
	210		1,395
Financial liabilities
Trade and other payables	210		1,217
Borrowings - current	-		130
Borrowings - non-current	-		14,138
	210		15,485
	-		(14, 090)

 

20.3.  Financial risk management objectives

The Group manages the risks arising from its operations, and financial instruments at Executive operating and Board level. The Board has overall responsibility for the establishment and oversight of the Group's risk management framework and to ensure that the Group has adequate policies, procedures and controls to manage successfully the financial risks that the Group faces.

 

Following the disposal of the Group's trading operations the Company's key financial market risks arise from changes in foreign exchange rates ('currency risk'). The Group is also exposed to credit risk and liquidity risk. The principal risks that the Group faces as at 31 March 2025 with an impact on financial instruments are summarised below.

 

20.4.  Market Risk

The Group is exposed to currency risk. These are discussed further below on note 20.5 and note 20.6.

 

20.5.  Currency risk

Prior to the disposal of the Group's trading activities, certain of the Group companies have functional currencies other than US$ and the Group is therefore subject to fluctuations in exchange rates in translation of their results and financial position into US$ for the purposes of presenting consolidated accounts. The Company does not hedge against this translation risk. The Group's financial assets and liabilities by functional currency of the relevant company are as follows:

 

	Assets				Liabilities
	31 March 2025		31 March 2024		31 March 2025		31 March 2024
	US$000		US$000		US$000		US$000
Great British Pound ('GBP')	211		11		210		143
Mozambique Metical ('MZN')	-		1,277		-		1,356
	211		1,288		210		1,499

 

Following the disposal of its trading operations, the Company transacts with suppliers and/or customers in currencies other than the functional currency. The Company does not hedge against this transactional risk. As at 31 March 2025 the Company's outstanding foreign currency denominated monetary items were principally exposed to changes in the US$ / GBP.

 

20.6.  Interest rate risk

 

Following the disposal of the Group's trading operations, there is no significant exposure to changes in interest rates at 31 March 2025.

 

20.7.  Credit risk

 

Following the disposal of the Group's trading operations, there is no significant exposure to credit risk at 31 March 2025.

 

The maximum exposure to credit risk is the carrying value of the Group financial assets disclosed in note 20.2. Details of provisions against financial assets are provided in note 17.

 

20.8.  Liquidity risk

 

The Company policy throughout the year has been to ensure that it has adequate liquidity by careful management of its working capital. The operating executives continually monitor the Group's actual and forecast cash flows and cash positions. They pay particular attention to ongoing expenditure, both for operating requirements and development activities, and matching of the maturity profile of the Group's overdrafts to the processing and sale of the Group's maize and beef products.

 

Following the disposal of the Company's trading operations, Chepstow has agreed to provide the Company with access to an unsecured loan facility in the amount of up to £750,000. The purpose of the facility is to provide the Company with access to capital to ensure that the Company has sufficient working capital for a period of at least 18 (eighteen) months from completion of the disposal ("Deadline Date") or the date on which the Company completes an acquisition that would qualify as a reverse takeover under AIM Rule 14 or becoming an investing company in accordance with AIM Rule 8 (a "Repayment Transaction"). However, in the event that a Repayment Transaction has not taken place before the Deadline Date, Chepstow will irrevocably release the Company from its repayment obligations under the facility. Interest shall be charged at the rate of 4.5% per annum (or part thereof, if applicable), on a daily basis on amounts drawn down.

 

21.   Share capital

 

		Authorised		Allotted and fully paid
		Number		Number		US$000
At 31 March 2023		74,038,389		71,829,007		3,755
Transferred from share premium		-		-		52,701
At 31 March 2024		74,038,389		71,829,007		56,456
At 31 March 2025		74,038,389		71,829,007		56,456
At 31 March 2024 and 31 March 2025
Deferred shares of 0.1p each		155,000,000		155,000,000		238
Total share capital		229,038,389		226,829,007		56,694

 

The Company has one class of ordinary share which carries no right to fixed income.

 

The deferred shares carry no right to any dividend; no right to receive notice, attend, speak or vote at any general meeting of the Company; and on a return of capital on liquidation or otherwise, the holders of the deferred shares are entitled to receive the nominal amount paid up after the repayment of £1,000,000 per ordinary share. The deferred shares may be converted into ordinary shares by resolution of the Board.

 

At 31 March 2024 the Company offset accumulated losses of US$98,718,000 attributable to its previous oil and gas businesses against share premium account and the balance of US$52,701,000 remaining on the share premium account has been combined with the share capital account to comply with Guernsey company law.

 

Warrants

	31 March 2025		31 March 2024
PILOW warrants	-		50,588,389
Broker warrants	-		1,250,000
	-		51,838,389

 

The PILOW warrants and Broker warrants had a term of two years. These lapsed on 22 March 2025

 

22.   Share based payments

 

22.1.  Charge in the year

 

The Company recorded a charge within Operating expenses for share-based payments of $ Nil (2024: $ Nil) in respect of options issued in previous years vesting during the year. No options were issued during the year (2024: $ Nil).

 

22.2.  Outstanding options and warrants

 

The options outstanding at 1 April 2024 lapsed during the period unexercised. There are no options outstanding at 31 March 2025.

 

23.   Related party disclosures

 

Chepstow Investments Limited ("Chepstow"), (formerly Magister Investments Limited), holds 50.58% of the ordinary share capital of the Company and is the ultimate controlling party. The balance due to Chepstow in respect of loans at 31 March 2025 was $nil (2024: $13,636,619). The Company charged Chepstow a fee of $210,000 for services in connection with the disposal. At 31 March 2025, the Company has a receivable from Chepstow of $210,000 (2024: $nil)

 

On 31 March 2025, shareholders approved the disposal of the Company's Mozambique Agricultural Businesses to Chepstow. Details of the disposal are set out in note 11.

 

During the year, in response to limited access to foreign currency by the Mozambique Agricultural Businesses, Palmerston Trading settled certain invoices denominated in foreign currencies. Gary Smith is a director of Palmerston Trading and Hamish Rudland, through the CASA Trust owns 50% of the share capital. The facility bears interest at 9% per annum. The balance outstanding at 31 March 2025 was $133,000 and was transferred on disposal.

 

The following Director of PACSCo is also a Director of Chepstow:

 

·      HBW Rudland

 

The remuneration of the Directors, who are the key management personnel of the Company, is set out in note 8.

 

24.   Events subsequent to the balance sheet date

Under the terms of the agreement to dispose of the Mozambican Agricultural Businesses, application has been made to the Mozambique Competition Regulatory Authority ("CRA") and the Bank of Mozambique for their regulatory approvals. Approval has been received from the CRA and is awaited from the Bank of Mozambique.