Share Name Share Symbol Market Type Share ISIN Share Description
Anglo African NEX:GB00B7V2GY97-GBP NEX Common Stock GB00B7V2GY97
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.00 0.00 0.00 0.00 0.00 0.00 0 -
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - -

Anglo African Ag PLC Director's Report and Financial Statements

18/02/2019 7:00am

UK Regulatory (RNS & others)


 
TIDMAAAP 
 
ANGLO AFRICAN AGRICULTURE PLC 
 
                  DIRECTORS' REPORT AND FINANCIAL STATEMENTS 
 
                      FOR THE YEARED 31 OCTOBER 2018 
 
 
 
 
Company Registration No. 07913053 (England and Wales) 
 
Overview 
 
I am please to report that in the past financial year, following a period of 
rationalisation and restructuring of the trading division, we moved from 
historic loss-making to positive EBITDA. In regard to Dynamic Intertrade, our 
Cape Town based spice trader, I am delighted that post year-end management 
accounts are now reporting significantly improved profitability, which is 
indeed a significant turnaround for our company. The objectives of the past 
financial year included basic changes to our business model with a focus on 
value-added products and the expanded market opportunities that presented, in 
conjunction with targeted approaches to specific major food manufacturers who 
would be able to provide long term stability for our product lines. The 
financial results for the year under review reflect this restructuring and this 
is best demonstrated in the dramatically improved gross margin on a reduction 
in gross sales. In fact, whilst revenues decreased 18% to GBP1.74 million from GBP 
2.1 million on a year-on-year basis, the gross margin has improved by19.8% with 
gross revenues of GBP620,048 (2017: GBP517,747). At the same time, the prior year 
acquisition of 46.8% in the South African based Dynamic Intertrade Agri (Pty) 
Ltd has turned around during the current period and the share of profit from 
this business was GBP6,933 (2017: Loss of GBP9,954) 
 
Prospects 
 
During the year the Company raised GBP1.055m by way of an equity raise and the 
issue of a convertible note instrument. These funds were used to make a loan of 
$1m after the year-end to the privately held port operator in Mombasa Kenya, 
Comarco Group, and its wholly owned subsidiary Touchwood Investments Limited, 
and for general working capital purposes. The security was a charge against the 
land owned by Touchwood which was valued at $12m by an independent 
international property valuation company. 
 
Comarco has signed a long-term agreement with a multinational LPG trading and 
transportation group to establish an LPG import and distribution facility on 
the Touchwood Property.  The approval by the Kenya Port Authority required for 
the immediate construction of the LPG facility has been granted and this 
facility is expected to contribute significantly to Comarco group revenues. The 
long-term lease on the LPG facility provides for both base rentals and 
through-put charges. This LPG facility is expected to develop into a major 
supply point for Kenya and raises the likelihood of other associated logistics 
opportunities for the Comarco group. 
 
The Board is extremely pleased with this development and will keep AAAP's 
shareholders fully appraised of the progress regarding this LPG facility with 
regular updates over the coming weeks. In addition to this, the Company 
continues to work with Comarco to help develop its future which the Board 
believes will bring additional value to AAAP. Additionally, the board has 
reviewed, and continues to focus on reviewing, a number of new and exciting 
potential acquisitions to add value to AAA and its shareholders. 
 
Thanks 
 
I would like to take this opportunity to thank our shareholders, directors, 
staff and consultants and customers for their continued support. 
 
David Lenigas 
 
Non-Executive Chairman 
 
13th February 2019 
 
Strategic Report 
 
For the Year Ended 31 October 2018 
 
Overview 
 
The primary objective of the strategic report is to provide information for the 
shareholders and help them to assess how the directors have performed their 
duty, under section 172 of the Act, to promote the success of the company and 
to provide context for the related financial statements. 
 
The duty of a director, as set out in section 172 of the Act, is to act in the 
way he considers, in good faith, would be most likely to promote the success of 
the company for the benefit of its members, and in doing so have regard 
(amongst other matters) to: 
 
(a) the likely consequences of any decision in the long term; 
 
(b) the interests of the company's employees; 
 
(c) the need to foster the company's business relationships with suppliers, 
customers and others; 
 
(d) the impact of the company's operations on the community and the 
environment; 
 
(e) the desirability of the company maintaining a reputation for high standards 
of business conduct; and 
 
(f) the need to act fairly as between members of the company'. 
 
Review of the Group's Business 
 
Dynamic Intertrade (Pty) Ltd ("Dynamic") is based in a modern 3,000m² FSSC 
compliant facility in Cape Town, South Africa and is involved in the 
importation, milling, blending and packaging of products that include herbs, 
spices, seasonings and confectionary for both the domestic and export markets. 
Dynamic's commercial activities fall into two principal categories: milling and 
/or blending of herbs and spices and bulk trading of agricultural products. The 
previous managing director resigned in April 2018 and Robert Scott, the 
executive director of the Company stepped into the role of acting managing 
director. 
 
Dynamic recorded a decrease in top line revenue of 18% to GBP1.7 million in the 
year ended 31st October 2018 (2017: Increase of 33% to GBP2.1 million). This 
decrease was partly due to lower orders from customers for our core spice lines 
of commodity paprika and chilli-based products but also a concerted focus on 
higher margin, lower value, value-added blended products. These products sell 
at a premium margin and is a focus of Dynamic. 
 
Gross Profits increased 19.8% to GBP620,048 (2017: increased 60% to GBP517,747) and 
represents a 35.6% gross margin (2017: 24.3%) mainly as a result of the ability 
to source substantially more raw products and the move towards introducing new 
premium blended spice ranges for the fish and meat food manufacturing sector. 
 
Underlying losses for the year increased to GBP558,416 (2017: GBP532,509) due to 
increased administrative, listing and regulatory expenses. Admission, listing 
and administrative expenses of GBP276,306 (2017: GBP106,992) are not comparable 
given that the current charges relate to a significant equity raise announced 
on 14 September 2018. 
 
Basic and diluted loss per share from continuing operations for the year were 
(0.26p) compared to the prior years (0.28p). 
 
Our core businesses is improving performance into 2019. The Company continues 
to add new customers as it further develops the Company's specialty spice 
blends, new ranges of BBQ spices, curry blends and other blends for those 
markets. 
 
Financing 
 
In October 2018, AAA raised GBP805,000, through the placing of 161,000,000 new 
ordinary shares of 0.1p each in the Company at a price of 0.5p per share, 
together with attached Warrants. In addition, AAA raised GBP250,000 through the 
issue of Convertible Loan Notes. The proceeds from this placing were used to 
provide a loan of $1,000,000 to Touchwood Limited, a subsidiary of the Comarco 
Group and to support the working capital requirements at the Company. 
 
The Prospectus in respect of the new ordinary shares issued, together with the 
shares that may be issued in the event that the Convertible Loan Notes were 
converted and the Warrants were to be exercised, was published on 7 December 
2018. 
 
Acquisition Strategy 
 
The Directors' strategy is to develop the business of the Group both 
organically and by acquisition. It is intended that future acquisitions that 
may be made by the Company will not necessarily be complementary to the Group's 
existing businesses. The Company has access to a range of prospects through the 
Directors' extensive contact network and actively reviews acquisition 
opportunities on an ongoing basis. 
 
Key Performance Indicators 
 
                                                        31 October   31 October 
                                                              2018         2017 
 
                                                                 GBP            GBP 
 
Turnover                                                 1,743,772    2,126,797 
Gross Profit                                               620,048      517,747 
Cash at bank and in hand                                   945,823       75,952 
Underlying operating loss                                (558,416)    (523,509) 
 
Principal Risks and Uncertainties 
 
The Directors consider the following risk factors to be of relevance to the 
Group's activities. It should be noted that the list is not exhaustive and that 
other risk factors not presently known or currently deemed immaterial may 
apply. The risk factors are summarised below: 
 
i.       Development Risk 
 
The Group's development will be, in part, dependent on the ability of the 
Directors to continue to improve the current business and identify suitable 
investment opportunities and to implement the Group's strategy. There is no 
assurance that the Group will be successful in acquiring suitable investments. 
 
ii.     Sector Risk 
 
The agriculture sector is a highly competitive market and many of the 
competitors will have greater financial and other resources than the Company 
and as a result may be in a better position to compete for opportunities. 
 
The development of agricultural enterprises involves significant uncertainties 
and risks including unusual climatic conditions such as drought, improper use 
of pesticides, availability of labour and seasonality of produce, any one of 
which could result in damage to, or destruction of crops, environmental damage 
or pollution. Each of these could have a material adverse impact on the 
business, operations and financial performance of the Group. 
 
The market price of agricultural products and crops is volatile and affected by 
numerous factors which are beyond the Group's control.  These include 
international supply and demand, the level of consumer product demand, 
international economic trends, currency exchange rate fluctuations, the level 
of interest rates, the rate of inflation, global or regional political events, 
as well as a range of other market forces. Sustained downward movements in 
agricultural prices could render less economic, or un-economic, any development 
or investing activities to be undertaken by the Group. Certain agricultural 
projects involve high capital costs and associated risks. Unless such projects 
enjoy long term returns, their profitability will be uncertain resulting in 
potentially high investment risk. 
 
iii.    Political and Regulatory Risk 
 
African countries experience varying degrees of political instability. There 
can be no assurance that political stability will persist in those countries 
where the Group may have operations going forward. In the event of political 
instability or changes in government policies in those countries where the 
Group may operate, the operations and financial condition of the Group could be 
adversely affected. 
 
iv.    Environmental Risks and Hazards 
 
All phases of the Group's operations are subject to environmental regulation in 
the areas in which it operates. Environmental legislation is evolving in a 
manner that may require stricter standards and enforcement, increased fines and 
penalties for non-compliance, more stringent environmental assessments of 
proposed projects and a heightened degree of responsibility for companies and 
their officers, directors and employees. 
 
There is no assurance that existing or future environmental regulation will not 
materially adversely affect the Group's business, financial condition and 
results of operations. Environmental hazards may exist on the properties on 
which the Group holds interests that are unknown to the Group at present. The 
Board manages this risk by working with environmental consultants and by 
engaging with the relevant governmental departments and other concerned 
stakeholders. 
 
v.      Internal Control and Financial Risk Management 
 
The Board has overall responsibility for the Group's systems of internal 
control and for reviewing their effectiveness. The Group maintains systems 
which are designed to provide reasonable but not absolute assurance against 
material loss and to manage rather than eliminate risk. 
 
  * The key features of the Group's systems of internal control are as follows: 
 
      + Management structure with clearly identified responsibilities; 
 
      + Production of timely and comprehensive historical management 
        information presented to the Board; 
 
      + Detailed budgeting and forecasting; 
 
      + Day to day hands on involvement of the Executive Director and Senior 
        Management; and 
 
      + Regular board and meetings and discussions with the Non-executive 
        directors. 
 
The Group's activities expose it to several financial risks including cash flow 
risk, liquidity risk and foreign currency risk. 
 
vi.    Environmental Policy 
 
The Group is aware of the potential impact that its subsidiary and associate 
companies may have on the environment. The Group ensures that it complies with 
all local regulatory requirements and seeks to implement a best practice 
approach to managing environmental aspects. 
 
The wholly owned subsidiary, Dynamic Intertrade operates a Food Safety System 
Certification ("FSSC") compliant facility in Cape Town. The FSSC provides a 
framework for effectively managing the organization's food safety 
responsibilities and. is fully recognized by the Global Food Safety Initiative 
(GFSI) and is based on existing ISO Standards. 
 
vii.Health and Safety 
 
The Group's aim is to achieve and maintain a high standard of workplace safety. 
In order to achieve this objective, the Group provides ongoing training and 
support to employees and sets demanding standards for workplace safety. 
 
viii.  Financing Risk 
 
The development of the Group's business may depend upon the Group's ability to 
obtain financing primarily through the raising of new equity capital or debt. 
The Group's ability to raise further funds may be affected by the success of 
existing and acquired investments. The Group may not be successful in procuring 
the requisite funds on terms which are acceptable to it (or at all) and, if 
such funding is unavailable, the Group may be required to reduce the scope of 
its investments or the anticipated expansion. Further, Shareholders' holdings 
of Ordinary Shares may be materially diluted if debt financing is not 
available. 
 
ix.    Credit Risk 
 
The directors' have reviewed the forecasts prepared by both AAA and Dynamic and 
believe that Dynamic has adequate resources available to meet its obligations 
to make capital repayments of the loan to AAA. 
 
If Dynamics' trading performance is below that forecast, AAA will exercise a 
degree of flexibility on the repayment timetable. With the Dynamic turnover 
increasing and the Group forecasting profitability there is no requirement for 
any impairment charge. 
 
x.      Liquidity Risk 
 
The Directors have reviewed the working capital requirements of AAA, Dynamic 
Intertrade and DIA and believe that, following stress tests and variance 
analysis on the forecasts, there is sufficient working capital to fund the 
business while expanding turnover and achieving sustainable profitability. The 
directors further highlight the inherent uncertainties involved in making the 
assessment that the entity is a going concern. 
 
xi.Market Risk 
 
The group's investments in an associate company comprise a non-controlling 
shareholding in an unlisted company. The shares are not readily tradable, and 
any monetisation of the shares is dependent on finding a willing buyer. 
 
xii.Capital Risk 
 
The Group manages its capital resources to ensure that entities in the Group 
will be able to continue as a going concern, while maximising shareholder 
return. 
 
The capital structure of the Group consists of equity attributable to 
shareholders, comprising issued share capital and reserves. The availability of 
new capital will depend on many factors including a positive operating 
environment, positive stock market conditions, the Group's track record, and 
the experience of management. There are no externally imposed capital 
requirements.  The Directors are confident that adequate cash resources exist 
or will be made available to finance operations and controls over expenditure 
are carefully managed. 
 
Going Concern 
 
These consolidated financial statements are prepared on the going concern 
basis. The going concern basis assumes that the Group will continue in 
operation for the foreseeable future and will be able to realise its assets and 
discharge its liabilities and commitments in the normal course of business. The 
Group has incurred significant operating losses and negative cash flows from 
operations as the Group continued to improve its operations during the year 
under review. 
 
During the year, the Group raised GBP935,374 (2017: GBP113,035) in gross funding 
through share subscriptions to fund working capital and in the latter part of 
the current year, as announced, to fund a loan to Comarco. 
 
The Directors have prepared cash flow forecasts for the period ended 28 
February 2021, considering forecast operating cash flows and capital 
expenditure requirements for the Company and Dynamic Intertrade, available 
working capital and forecast expenditure for the rest of the Group including 
overheads and other costs.  The forecasts include additional funding 
requirements which the directors believe will be met. 
 
If Dynamic Intertrade fails to meet revenue predictions and any other relevant 
risk factors arise, the Group will need to obtain additional debt finance or 
equity to fund its operations for the period to 28 February 2021. The cash flow 
forecast is dependent on production targets being met at Dynamic Intertrade, 
maintaining the invoice financing arrangements, generating future sales and the 
selling prices remaining stable during the period to 28 February 2021. 
 
After careful consideration of the matters set out above, the Directors are of 
the opinion that the Group will be able to undertake its planned activities for 
the period to 28 February 2021 from production and from additional fund raising 
and have prepared the consolidated financial statements on the going concern 
basis. Nevertheless, due to the uncertainties inherent in meeting its revenue 
predictions and obtaining additional fund raising there can be no certainty in 
these respects. The financial statements do not include any adjustments that 
would result if the Group was unable to continue as a going concern. 
 
On behalf of the Board 
David Lenigas, Chairman 
 
13th February 2019 
 
Directors' Report 
 
For the Year Ended 31 October 2018 
 
The Directors present their Report and Financial Statements for the year ended 
31 October 2018. 
 
Principal Activities 
 
The principal activity of the Group in the year was investing and trading in 
the agriculture and ancillary sectors in Africa. 
 
Emissions 
 
The group is not an intensive user of fossil fuels or electricity. As a result, 
it is impractical to determine the carbon emissions with any degree of 
accuracy. 
 
Investing Policy 
 
AAA was established to invest in or acquire companies engaged in the 
agriculture and ancillary sectors in Africa. The Directors intend to use their 
collective experience to identify appropriate investment opportunities in the 
production, transportation and trading of food products. 
 
Directors 
 
The following Directors have held office in the year: 
 
David Lenigas 
 
Andrew Monk 
 
George Roach 
 
Robert Scott 
 
Matthew Bonner 
 
David Lenigas, Non-Executive Chairman 
 
David Lenigas is an experienced executive and entrepreneur with a wide range of 
board experience in both public and private companies.  He has an extensive 
knowledge of the African food manufacturing, processing and marketing sector 
having previously served as the Executive Chairman of Lonrho Plc and is 
currently the Executive Chairman of food logistics and marketing group AfriAg 
Global Plc. 
 
Andrew Monk, Non- Executive Director 
 
Andrew has a successful stock broking career spanning 33 years. In that time, 
he has built up strong relationships with many major UK institutions. He was 
employed by Hoare Govett ABN AMRO for 11 years before founding Oriel Securities 
as Joint CEO. Andrew later became CEO of Blue Oar Plc, and Chief Executive of 
VSA Capital, an investment banking and institutional broking firm. 
 
George Roach, Non-Executive Director 
 
George Roach is an experienced, senior business leader and entrepreneur who has 
spent his career in the resources sector mainly in Sub-Saharan Africa. He is, 
inter alia, currently Chief Executive Office of Premier African Minerals Inc., 
an AIM quoted, African resources group of companies. 
 
Robert Scott, Executive Director 
 
Rob has over 20 years of finance experience, with the last ten years 
specifically focused in Africa within the mining industry and general 
investments. He has held executive and senior positions with several companies, 
as well as having served on both public and private company boards. He has been 
involved in companies with locations in South Africa, Angola, Mozambique, 
Zimbabwe, DRC, CAR, Tanzania, Kenya and Namibia amongst others. Rob has also 
previously been involved in mining, hotels, agriculture and construction 
industries. 
 
Matthew Bonner, Non-Executive Director 
 
Matthew Bonner has significant financial leadership experience within the 
mining, energy and agriculture sectors. He is currently Chief Operating Officer 
at EAS Advisors LLC, a New York based corporate advisory firm focused on 
supporting public and private companies operating in the natural resource and 
commodity sectors in emerging markets. 
 
Directors' remuneration, shareholding and options 
 
The Directors' remuneration in the year ended 31 October 2018 is set out in 
note 7 of the accounts. 
 
Shareholding 
 
As at 13 February 2019, the Directors of the Company held the following shares: 
 
                                 2018             2018         2017             2017 
 
Director                 Shareholding    Percentage of Shareholding    Percentage of 
                                         the Company's                 the Company's 
                                        Ordinary Share                Ordinary Share 
                                               Capital                       Capital 
 
George Roach*              33,751,333             8.7%   33,751,333           16.31% 
 
David Lenigas              22,388,060             5.8%   22,388,000           10.82% 
 
Andrew Monk**              12,126,761             3.1%   12,126,761            5.86% 
 
Robert Scott                1,693,078             0.4%    1,693,078            0.82% 
 
Matthew Bonner                746,269             0.2%      746,629            0.36% 
 
*    16,288,646 of these shares are held by or on behalf of Corestar Holdings 
Ltd and 5,000,000 of these shares are held by or on behalf of Coc'Roach 
Limited. Corestar Holdings Ltd is a BVI company which is wholly-owned by the 
Corestar Trust, a trust established for the furtherance of certain purposes 
which could include the provision of benefits to George Roach and his family, 
at the discretion of the trustees of the trust. Coc'roach Limited is owned by 
the Coc'roach Trust. The Coc'roach Trust is a partial discretionary trust 
pursuant to the terms of which George Roach and his family may fall within the 
class of potential beneficiaries. 
 
** Andrew Monk's entire shareholding is held within his SIPP (Fitel Nominees 
Limited) and Hargreave Hale Limited 
 
Share options 
 
As at 13 February 2019 the Directors share options were: 
 
                                 2018             2018          2017           2017 
 
                        Options at 1p   Options @0.55p Options at 1p Options @0.55p 
Director                  (expiring 5      (expiring 5   (expiring 5    (expiring 5 
                            September  September 2022)     September      September 
                                2022)                          2022)          2022) 
 
George Roach                1,839,046        2,000,000     1,839,046      2,000,000 
 
Andrew Monk                 1,839,046        2,000,000     1,839,046      2,000,000 
 
Robert Scott                1,000,000                -     1,000,000              - 
 
Matthew Bonner              3,600,000                -     3,600,000              - 
 
Total                       8,278,092        4,000,000     8,278,092      4,000,000 
 
 
The total warrants and share options outstanding at 31 October 2018 were 
197,064,095 (2017 - 23,717,514). Refer to note 21 for more detail. 
 
Dividends 
 
No dividends will be distributed for the current year (2017 - nil). 
 
Supplier Payment Policy 
 
It is the Group's payment policy to pay its suppliers in conformance with 
industry norms. Trade payables are paid in a timely manner within contractual 
terms, which is generally 30 to 45 days from the date an invoice is received. 
 
Substantial Interests 
 
The Group has been informed of the following shareholdings that represent 3% or 
more of the issued Ordinary Shares of the Company as at 13 February 2019: 
 
                                  2018           2018          2017          2017 
 
Shareholder               Shareholding  Percentage of  Shareholding Percentage of 
                                        the Company's               the Company's 
                                       Ordinary Share                    Ordinary 
                                              Capital               Share Capital 
 
Mike Joseph                100,000,000          25.8%             -            0% 
 
Pershing Nominees           25,000,000           6.4%             -            0% 
Limited 
 
HSBC Global Custody         22,388,060           5.8%    22,388,060          9.9% 
Nominee 
 
JIM Nominees Limited        20,774,839           5.4%     8,575,072          3.8% 
 
Hargreave Hale Nominees     15,126,761           3.9% 
Limited                                                  10,126,761          4.5% 
 
SVS (Nominees) Limited               -              -    11,735,541          5.2% 
 
Huntress (Ci) Nominees               -              -    11,000,000          4.9% 
Limited 
 
Hargreaves Lansdown                  -              -   10,597,855          4.7% 
(Nominees) Limited 
 
Barclays Direct                      -              -     9,801,136          4.3% 
Investing Nominees 
Limited 
 
Lynchwood Nominees                   -              -     9,371,343          4.1% 
Limited 
 
Platform Securities                  -              -     8,500,000          3.7% 
Nominees Limited 
 
ZRH Nominees (0105) LTD                             -     7,692,308          3.4% 
 
Rulegale Nominees                    -              -     7,500,000          3.3% 
Limited 
 
Auditors 
 
Jeffreys Henry LLP has expressed its willingness to continue in office and a 
resolution to reappoint them will be proposed at the Annual General Meeting. 
 
Statement of Directors' Responsibilities 
 
The Directors are responsible for preparing the Directors' Report and the 
financial statements in accordance with applicable law and regulations. Company 
law requires the Directors to prepare financial statements for each financial 
year. Under that law the Directors have elected to prepare the financial 
statements in accordance with International Financial Reporting Standards 
(IFRS) as adopted for use in the European Union. 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 of the Company and the Group and of 
the profit or loss of the Company and the Group for that year. 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; 
 
  * State whether the Company financial statements have been prepared in 
    accordance with IFRS as adopted by the European Union subject to any 
    material departures disclosed and explained in the Financial Statements; 
 
  * Prepare the financial statements on the going concern basis unless it is 
    inappropriate to presume that the Company will continue in business. 
 
    The Directors are responsible for keeping adequate accounting records that 
    are enough to show and explain the Company's transactions, disclose with 
    reasonable accuracy at any time the financial position of the Company and 
    the Group and enable them to ensure that the financial statements comply 
    with the Companies Act 2006. 
 
    The Directors are responsible for safeguarding the assets of the Company 
    and 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. 
 
Statement of Disclosure to Auditors 
 
Each person who is a Director at the date of approval of this Annual Report 
confirms that: 
 
  * So far as the Directors are aware, there is no relevant audit information 
    of which the Company's auditors are unaware; and 
 
  * Each Director has taken all the steps he ought as Director, in order to 
    make himself aware of any relevant audit information and to establish that 
    the Company's auditors are aware of that information. 
 
  * Each Director is aware of and concurs with the information included in the 
    Strategic Report. 
 
Branches Outside the UK 
 
The Group head office is in London and both Dynamic Intertrade (Pty) Limited 
and Dynamic Intertrade Agri (Pty) Ltd offices are located in South Africa. 
 
Post Balance Sheet Events 
 
Further information on events after the reporting date is set out in note 28. 
 
The Directors' have chosen to produce a Strategic Report that discloses a fair 
review of the Group's business, the key performances metrics that the Directors 
review along with a review of the key risks to the business. 
 
Strategic Report 
 
In accordance with Section 414C (1) of the Companies Act 2006, the group 
chooses to report the review of the business, the outlook and the risk and 
uncertainties faced by the Company in The Strategic report on page 5 to 9. 
 
On Behalf of the Board 
David Lenigas, Chairman 
 
13th February 2019 
 
Directors' Remuneration Report 
 
For the Year Ended 31 October 2018 
 
Introduction 
 
The information included in this report is not subject to audit other than 
where specifically indicated. 
 
Remuneration Committee 
 
The remuneration committee consists of Andrew Monk and George Roach. This 
committee's primary function is to review the performance of executive 
directors and senior employees and set their remuneration and other terms of 
employment. 
 
The committee is also responsible for administering any share option scheme. 
The table indicates share options held by the current directors, directors of 
the subsidiary and former directors of the company. 
 
                             2018            2018            2017            2017 
 
Director                 Warrants         Options        Warrants         Options 
 
George Roach                    -       3,839,046               -       3,839,046 
 
Andrew Monk                     -       3,839,046               -       3,839,046 
 
Robert Scott                    -       1,000,000               -       1,000,000 
 
Matthew Bonner                  -       3,600,000               -       3,600,000 
 
Mark Nielson                    -       3,000,000               -       3,000,000 
 
Totals                          -      15,278,092               -      15,278,092 
 
The Company has one executive director. 
 
Neil Herbert, a former director, who resigned on 5 September 2016, holds 
1,839,046 options at 1p expiring on 5 September 2022 and 2,000,000 share 
options at 0.55p expiring on the same date. 
 
The remuneration policy 
 
It is the aim of the committee to remunerate executive directors competitively 
and to reward performance. The remuneration committee determines the company's 
policy for the remuneration of executive directors, having regard to the UK 
Corporate Governance Code and its provisions on directors' remuneration. 
 
Service agreements and terms of appointment 
 
The directors have service contracts with the company. 
 
Directors' interests 
 
The directors' interests in the share capital of the company are set out in the 
Directors' report. 
 
Directors' emoluments 
 
Salaries and Fees                            Group                Company 
 
                                           2018       2017       2018       2017 
 
                                              GBP          GBP          GBP          GBP 
 
David Lenigas                            12,000     12,000     12,000     12,000 
 
George Roach                             12,000     12,000     12,000     12,000 
 
Robert Scott                             12,000     12,000     12,000     12,000 
 
Andrew Monk *                            13,696     13,656     13,696     13,656 
 
Matt Bonner                              12,000      6,000     12,000      6,000 
 
                                         61,696     55,656     61,696     55,656 
 
* Included in Andrew Monks remuneration is GBP 1,696 for National Insurance 
 
No pension contributions were made by the company on behalf of its directors. 
 
At the year-end a total of GBP107,076 (2017: GBP53,794) was outstanding in respect 
of directors' emoluments. 
 
Approval by shareholders 
 
At the next annual general meeting of the company a resolution approving this 
report is to be proposed as an ordinary resolution. 
 
This report was approved by the board on 13th February 2019. 
 
On Behalf of the Board 
 
Andrew Monk - Committee Chairman 
 
13th February 2019 
 
Corporate Governance 
 
For the Year Ended 31 October 2018 
 
Introduction 
 
The Board continues to recognise that an effective governance framework is 
fundamental in ensuring that the Group's ability to deliver long term 
shareholder value. The Group continues to apply the principles and is compliant 
with the provisions of the UK Corporate Governance Code 2016 and will apply the 
provisions and report in terms of the updated UK Corporate Governance 2018 in 
its next report. 
 
Board composition 
 
It is critical that the Board has the right composition, so it can provide the 
best possible leadership for the Group and discharge its duties to 
shareholders. This includes the right balance of skills and experience, 
ensuring that all directors have a good working knowledge of the Group's 
business and that the Board retains its independence and objectivity. During 
the year in review there have been no changes to the Board. 
 
The board currently comprises of four non-executive directors and one executive 
director (2017: five non-executive directors). David Lenigas was appointed 
chairman on 5 September 2016. 
 
The articles of association require a third, but not greater than a third, of 
the directors to retire by rotation each year. 
 
There are regular board meetings each year and other meetings are held as 
required to direct the overall company strategy and operations. Board meetings 
follow a formal agenda covering matters specifically reserved for decision by 
the board. These cover key areas of the company's affairs including overall 
strategy, acquisition policy, approval of budgets, major capital expenditure 
and significant transactions and financing issues. 
 
During the year there were 11 Board meetings that were held. The Chairman 
excused himself for three meetings and other than this all meetings were 
attended by the full Board. All meetings were quorate. 
 
The Board has delegated certain responsibilities, within defined terms of 
reference, to the audit committee and the remuneration committee as described 
below. The appointment of new directors is made by the board as a whole. During 
the year ended 31 October 2018, there were eleven Board meetings, one audit 
committee meeting and one remuneration committee meeting. Not all meetings were 
fully attended however each was quorate. 
 
The Board undertakes a formal annual evaluation of its own performance and that 
of its committees and individual directors, through discussions and one-to-one 
reviews. 
 
Board effectiveness 
 
The Board is unanimous in its view that the Board appointments have a range of 
experience, skills and strength of leadership. The Company's procedures for new 
directors include undergoing a full induction process, and will continue with 
ongoing training, tailored to their knowledge and previous experience. A short 
biography of all Directors can be found in the Directors Report herein. Due to 
the recent application of the Code, the Board has deferred the evaluation of 
the Board, its Committees and individual directors until no later than 30 April 
2019 
 
Shareholder engagement 
 
As Chairman, I am responsible for the effective communication between 
shareholders and the Company and for ensuring the Board understands the views 
of major shareholders. 
 
I look forward to listening to the views of our shareholders at the Company's 
2019 AGM. Directors regularly meet with a cross section of the Company 
shareholders to ensure an ongoing dialogue is maintained and report to the 
Board on feedback received from shareholders. I also make myself available to 
meet any of our shareholders who wish to discuss matters regarding the 
Company.  An investor relations report is part of our regular Board meetings 
 
Audit committee 
 
The audit committee is currently headed by David Lenigas, the Chairman, and 
comprises George Roach and Robert Scott. The committee's terms of reference are 
in accordance with the UK Corporate Governance Code. The committee reviews the 
company's financial and accounting policies, interim and final results and 
annual report prior to their submission to the board, together with management 
reports on accounting matters and internal control and risk management systems. 
It reviews the auditors' management letter and considers any financial or other 
matters raised by both the auditors and employees. 
 
The committee considers the independence of the external auditors and ensures 
that, before any non-audit services are provided by the external auditors, they 
will not impair the auditor's objectivity and independence. During the year, 
non-audit services totalled GBP7,050 (2017 - GBP750) and covered normal taxation 
and other related compliance work, which did not impact on the auditors' 
objectivity or independence. 
 
There is currently no internal audit function within the Group. The directors 
consider that this is appropriate of a Group of this size. 
 
The committee has primary responsibility for making recommendations to the 
board in respect of the appointment, re-appointment and removal of the external 
auditors. 
 
On Behalf of the Board 
 
David Lenigas, Chairman 
 
13th February 2019 
 
Independent Auditors' Report 
 
To the Members of Anglo African Agriculture Plc 
 
Independent auditor's report to the members of Anglo African Agriculture Plc 
 
Opinion 
 
We have audited the financial statements of Anglo African Agriculture Plc (the 
'parent Company') and its subsidiaries (the 'Group') for the year ended 31 
October 2018 which comprise the Group and Company statements of comprehensive 
income, Group statement of changes in equity, Company statement of changes in 
equity, Group statement of financial position, Company statement of financial 
position, Group statement of cash flows, Company statement of cash flows  and 
notes to the financial statements, including a summary of significant 
accounting policies. The financial reporting framework that has been applied in 
the preparation of the Group and Parent Company financial statements is 
applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union. 
 
In our opinion: 
 
  * the financial statements give a true and fair view of the state of the 
    Group's and of the parent Company's affairs as at 31 October 2018 and of 
    the Group and Parent Company's loss for the year then ended; 
 
  * the Group and Parent Company financial statements have been properly 
    prepared in accordance with IFRSs as adopted by the European Union; 
 
  * the financial statements have been prepared in accordance with the 
    requirements of the Companies Act 2006 and, as regards the Group financial 
    statements, Article 4 of the IAS Regulation. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the 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 as 
applied to listed entities, 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. 
 
Material uncertainty related to going concern 
 
We draw attention to note 2 a. in the financial statements, which explains that 
the Group has incurred significant operating losses and negative cash flows 
from operations. The Group forecasts include additional funding requirements 
upon which the Group is dependent. The directors are satisfied that these 
funding requirements will be met. Additionally, in the event that Dynamic 
Intertrade fails to meet its revenue predictions, the Group will need to obtain 
additional debt or equity financing in order to fund its operations for at 
least the next twelve months. The directors are satisfied that this can be 
achieved. These events or conditions, along with other matters as set out in 
note 2 a. indicate that a material uncertainty exists that may cast doubt on 
the Group's ability to continue as a going concern. Our opinion is not modified 
in respect of this matter. 
 
Our audit approach 
 
Overview 
 
Key audit matters 
 
Key audit matters are those matters that, in our professional judgment, were of 
most significance in our audit of the financial statements of the current 
period and include the most significant assessed risks of material misstatement 
(whether or not due to fraud) we identified, including those which had the 
greatest effect on: the overall audit strategy, the allocation of resources in 
the audit; and directing the efforts of the engagement team. These matters were 
addressed in the context of our audit of the financial statements as a whole, 
and in forming our opinion thereon, and we do not provide a separate opinion on 
these matters. This is not a complete list of all risks identified by our 
audit. 
 
  * Possible impairment of Goodwill 
 
  * Recoverability of long-term loans 
 
  * Possible impairment of the Long-term investment 
 
These are explained in more detail below 
 
Audit scope 
 
  * We conducted audits of the complete financial information of Anglo African 
    Agriculture Plc, Dynamic Intertrade (Pty) Limited, Dynamic Intertrade Agri 
    (Pty) Limited; 
 
  * We performed specified procedures over certain account balances and 
    transaction classes at other Group companies. 
 
  * Taken together, the Group companies over which we performed our audit 
    procedures accounted for 100% of the absolute profit before tax (i.e. the 
    sum of the numerical values without regard to whether they were profits or 
    losses for the relevant reporting units) and 100% of revenue. 
 
Key audit matters 
 
Key audit matter                      How our audit addressed the key audit 
                                      matter 
 
Possible impairment of goodwill 
(Group)                               We considered whether the component 
During the year the Group carried     of the Group was still profit making 
goodwill of GBP226,644 (31 October      and had an ability to trade 
2017: GBP226,644) in relation to the    successfully into the future. 
excess sum of consideration paid and  We reviewed the component auditor's 
the fair value of the acquirer's      working papers and carried out 
previously held equity interest in    additional testing on high risk 
the acquiree over the net of the      areas. 
acquisition date amounts of the       We tested management's assumption 
identifiable assets acquired and the  that no impairment existed by 
liabilities assumed.                  carrying out sensitivity analysis 
The directors have assessed whether   through changing the assumptions used 
the goodwill shows any indicators of  and re- running the cash flow 
impairment.                           forecast. 
The adjusted Company profit before    We reviewed the latest management 
tax, which is considered by           accounts to gauge how trading was 
management to be a key metric and is  carrying on in the 2019 financial 
discussed in their discussion of      year. 
KPIs, is directly impacted by the 
amount of costs capitalised and the   The net assets of the main subsidiary 
amounts included in the               exceed that of the investment 
reconciliation of the adjusted income carrying value, supported by robust 
measures.                             performance with no going concern 
                                      issues. 
We focused on whether impairment was 
required and if the unallocated 
goodwill should be allocated to an 
individual investment. 
 
Recoverability of long-term loans 
(Parent)                              The analysis work undertaken by the 
The Company had long term loans owed  directors shows that the subsidiary 
of GBP831,338 at the year ended 31      is expected to remain cash generative 
October 2018. (31 October 2017: GBP     and profitable based on their 
794,839)                              business. We have understood and 
The Directors have confirmed the      assessed the methodology used by the 
loans are all treated as long term,   directors in this analysis and 
with flexible repayment terms, with   determined it to be reasonable. 
interest all rolled up and included   We reviewed the component auditor's 
in any repayment due.                 working papers and carried out 
The Company had a long-term loan to   additional testing on high risk 
Dynamic Intertrade Limited of GBP       areas. 
415,000 (31 October 2017: GBP415,000)   We tested management's assumption 
at the year ended 31 October 2018.    that no impairment existed by 
The Company had an inter-Company loan carrying out sensitivity analysis 
to Dynamic Intertrade Limited of GBP    through changing the assumptions used 
416,338 (31 October 2017: GBP387,789)   and re- running the cash flow 
at the year ended 31 October 2018.    forecast. 
 
Possible impairment of long-term 
investment (Parent)                   We have reviewed the financials of 
During the year the Company had       the subsidiary and having reviewed 
Investment in subsidiary of GBP297,915  the performance to date the 
(31 October 2017: GBP297,915).          subsidiary is profit making and is 
The directors have assessed whether   continuing to grow. 
the investment shows any indicators   We reviewed the latest management 
of impairment.                        accounts post year end for the 
                                      subsidiary. 
 
Going concern assumption              Management's going concern forecasts 
The Group is dependent upon its       include a number of assumptions 
ability to generate sufficient cash   related to future cash flows and 
flows to meet continued operational   associated risks. Our audit work has 
costs and hence continue trading.     focused on evaluating and challenging 
Foreign exchange risk continues to be the reasonableness of these 
a key risk in South Africa, which can assumptions and their impact on the 
affect results annually.              forecast period. 
The going concern assumption is       Specifically we obtained, challenged 
dependent on future growth of the     and assessed management's going 
current business along with future    concern forecast and performed 
acquisitions to grow the scale of the procedures including: 
business and future capital raises.   Performing sensitivity analysis on 
                                      managements "base case", including 
                                      applying downside scenarios such as 
                                      lower sales prices, reduced 
                                      production and restricted growth and 
                                      considering the mitigating actions 
                                      highlighted by management in the 
                                      event that they were required. 
 
Our application of materiality 
 
The scope of our audit was influenced by our application of materiality. We set 
certain quantitative thresholds for materiality. These, together with 
qualitative considerations, helped us to determine the scope of our audit and 
the nature, timing and extent of our audit procedures on the individual 
financial statement line items and disclosures and in evaluating the effect of 
misstatements, both individually and in aggregate on the financial statements 
as a whole. 
 
Based on our professional judgment, we determined materiality for the financial 
statements as a whole as follows: 
 
                          Group financial           Company financial 
                          statements                statements 
 
Overall materiality       GBP45,000 (31 October 2017: GBP44,000 (31 October 2017: 
                          GBP51,000).                 GBP24,000). 
 
How we determined it      Based on 10% of loss      Based on 10% of loss 
                          before tax.               before tax. 
 
Rationale for benchmark   We believe that loss      We believe that loss 
applied                   before tax is a primary   before tax is a primary 
                          measure used by           measure used by 
                          shareholders in assessing shareholders in assessing 
                          the performance of the    the performance of the 
                          Group.                    Company. 
 
For each component in the scope of our Group audit, we allocated a materiality 
that is less than our overall Group materiality. The range of materiality 
allocated across components was between GBP10,000 and GBP35,000. 
 
We agreed with the Audit Committee that we would report to them misstatements 
identified during our audit above GBP2,250 (Group audit) (31 October 2017: GBP 
2,550) and GBP2,200 (Company audit) (31 October 2017: GBP1,300) as well as 
misstatements below those amounts that, in our view, warranted reporting for 
qualitative reasons. 
 
An overview of the scope of our audit 
 
As part of designing our audit, we determined materiality and assessed the 
risks of material misstatement in the financial statements. In particular, we 
looked at where the directors made subjective judgments, for example in respect 
of significant accounting estimates that involved making assumptions and 
considering future events that are inherently uncertain. As in all of our 
audits we also addressed the risk of management override of internal controls, 
including evaluating whether there was evidence of bias by the directors that 
represented a risk of material misstatement due to fraud. 
 
How we tailored the audit scope 
 
We tailored the scope of our audit to ensure that we performed enough work to 
be able to give an opinion on the financial statements as a whole, taking into 
account the structure of the Group and the Company, the accounting processes 
and controls, and the industry in which they operate. 
 
The Group financial statements are a consolidation of 4 reporting units, 
comprising the Group's operating businesses and holding companies. 
 
We performed audits of the complete financial information of Anglo African 
Agriculture Plc, Dynamic Intertrade (Pty) Limited and Dynamic Intertrade Agri 
(Pty) Limited and, in the prior year, the APV Joint Venture reporting units, 
which were individually financially significant and accounted for 100% of the 
Group's revenue and 100% of the Group's absolute profit before tax (i.e. the 
sum of the numerical values without regard to whether they were profits or 
losses for the relevant reporting units). We also performed specified audit 
procedures over goodwill and other intangible assets, as well as certain 
account balances and transaction classes that we regarded as material to the 
Group at the 3 reporting units, one based in the United Kingdom and 2 more in 
South Africa. 
 
Other information 
 
The directors are responsible for the other information. The other information 
comprises the information included in the annual report, other than the 
financial statements and our auditor's report thereon. Our opinion on the 
financial statements does not cover the other information and, except to the 
extent otherwise explicitly stated in our report, we do not express any form of 
assurance conclusion thereon. 
 
In connection with our audit of the financial statements, our responsibility is 
to read the other information and, in doing so, consider whether the other 
information is materially inconsistent with the financial statements or our 
knowledge obtained in the audit or otherwise appears to be materially 
misstated. If we identify such material inconsistencies or apparent material 
misstatements, we are required to determine whether there is a material 
misstatement in the financial statements or a material misstatement of the 
other information. If, based on the work we have performed, we conclude that 
there is a material misstatement of this other information, we are required to 
report that fact. We have nothing to report in this regard. 
 
Opinions on other matters prescribed by the Companies Act 2006 
 
In our opinion, based on the work undertaken in the course of the audit: 
 
  * the information given in the strategic report and the directors' report for 
    the financial year for which the financial statements are prepared is 
    consistent with the financial statements; and 
 
  * the strategic report and the directors' report have been prepared in 
    accordance with applicable legal requirements. 
 
Matters on which we are required to report by exception 
 
In the light of the knowledge and understanding of the Group and parent 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 by the parent Company, or 
    returns adequate for our audit have not been received from branches not 
    visited by us; or 
 
  * the parent Company financial statements are not in agreement with the 
    accounting records and returns; or 
 
  * certain disclosures of directors' remuneration specified by law are not 
    made; or 
 
  * we have not received all the information and explanations we require for 
    our audit. 
 
Responsibilities of directors 
 
As explained more fully in the directors' responsibilities statement set out on 
page 30, 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 Group's and parent 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 Group or the parent 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 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. 
 
Other matters which we are required to address 
 
We were appointed by the shareholders on 10 July 2013 to audit the financial 
statements for the period ending 31 March 2013. Our total uninterrupted period 
of engagement is 5 years, covering the periods ending 31 March 2013 to 31 
October 2018. 
 
The non-audit services prohibited by the FRC's Ethical Standard were not 
provided to the Group or the parent Company and we remain independent of the 
Group and the parent Company in conducting our audit. 
 
Our audit opinion is consistent with the additional report to the audit 
committee. 
 
Use of this 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. 
 
Sanjay Parmar (Senior Statutory Auditor) 
 
For and on behalf of Jeffreys Henry LLP, Statutory Auditor 
 
Finsgate 
 
5-7 Cranwood Street 
 
London EC1V 9EE 
 
13th February 2019 
 
Group Statement of Comprehensive Income 
 
For the Year Ended 31 October 2018 
 
                                                      Group            Group       Company       Company 
 
                                                 Year Ended       Year Ended    Year Ended    Year Ended 
 
                                  Notes           31-Oct-18        31-Oct-17     31-Oct-18     31-Oct-17 
 
                                                          GBP                GBP             GBP             GBP 
 
Continuing operations 
 
Turnover                                          1,743,772        2,126,797 
                                                                                       -             - 
 
Cost of Sales                                   (1,123,724)      (1,609,050) 
                                                                                       -             - 
 
Gross Profit                                        620,048          517,747 
                                                                                       -             - 
 
Other Income                          5 
                                                         54              673           -             - 
 
Administrative expenses               8           (909,145)        (860,417)     (250,629)     (161,405) 
 
Share of Profit/(loss) in                                                            6,933 
associate                                             6,933          (9,954)                     (9,954) 
 
Impairment of loan to joint                                         (73,566) 
venture                                                 - 
 
Admission expenses                    8           (276,306)        (106,992)     (276,306)     (106,992) 
 
Operating loss                                    (558,416)        (532,509)     (520,002)     (278,351) 
 
Bank Interest Receivable 
                                                        -                -             -             - 
 
Finance Costs                         9            (14,958)         (17,748) 
                                                                                   (3,863)           - 
 
Loss before taxation                              (573,374)        (550,257)     (523,865)     (278,351) 
 
Tax on loss on ordinary              10                   -                -             -             - 
activities 
 
Loss for the year from                            (573,374)        (550,257)     (523,865)     (278,351) 
continuing operations 
 
Other comprehensive income                                -                -             -             - 
 
Total comprehensive income                        (573,374)        (550,257)     (523,865)     (278,351) 
for the year. 
 
Basic and diluted loss per           11 
share from continuing                               (0.26p)          (0.28p) 
operations 
 
Since there is no other comprehensive loss, the loss for the year is the same 
as the total comprehensive loss for the year attributable to the owners of the 
Group. 
 
Group Statement of Changes in Equity 
 
For the Year Ended 31 October 2018 
 
                                 Group     Group    Group          Group     Group 
 
                                 Share     Share    Share       Retained     Total 
                               Capital   Premium    Based       Earnings    Equity 
                                                 Payments 
                                                  Reserve 
 
                                     GBP         GBP        GBP              GBP         GBP 
 
Balance at 31 October 2016     180,792 1,571,477    7,872    (1,297,288)   462,853 
 
Share Based Payments                 -         -    8,573              -     8,573 
Reserve 
 
Issue of Shares                 26,192   194,058        -              -   220,250 
 
Loss for the year                    -         -        -      (550,257) (550,257) 
 
Balance at 31 October 2017     206,984 1,765,535   16,445    (1,847,545)   141,419 
 
Share Based Payments                 -         -   66,932              -    66,932 
Reserve 
 
Issue of Shares                181,000   754,374        -              -   935,374 
 
Loss for the year                    -         -        -      (573,374) (573,374) 
 
Balance at 31 October 2018     387,984 2,519,909   83,377    (2,420,919)   570,351 
 
Share capital is the amount subscribed for shares at nominal value. 
 
The share premium has arisen on the issue of shares at a premium to their 
nominal value. 
 
Share-based payments reserve relate to the charge for share-based payments in 
accordance with IFRS 2. 
 
Retained earnings represent the cumulative loss of the Group attributable to 
equity shareholders. 
 
Company Statement of Changes in Equity 
 
For the Year Ended 31 October 2018 
 
                            Company    Company     Company     Company   Company 
 
                              Share      Share Share Based    Retained     Total 
                            Capital    Premium    Payments    Earnings    Equity 
                                                   Reserve 
 
                                  GBP          GBP           GBP           GBP         GBP 
 
Balance at 1 November       180,792  1,571,477       7,872   (609,412) 1,150,729 
2016 
 
Share Based Payments              -          -       8,573           -      8,573 
Reserve 
 
Issue of Shares              26,192    194,058           -           -    220,250 
 
Loss for the year                 -          -           -   (278,351)  (278,351) 
 
Balance at 31 October       206,984  1,765,535      16,445   (887,763)  1,101,201 
2017 
 
Share Based Payments              -          -      66,932           -     66,932 
Reserve 
 
Issue of Shares             181,000    754,374           -           -    935,374 
 
Loss for the year                 -          -           -   (523,865)  (523,865) 
 
Balance at 31 October       387,984  2,519,909      83,377 (1,411,628)  1,579,642 
2018 
 
 
Group Statement of the Financial Position 
 
As at 31 October 2018 
 
                                              Group          Group         Company          Company 
 
                              Notes       31-Oct-18      31-Oct-17       31-Oct-18        31-Oct-17 
 
                                                  GBP              GBP               GBP                GBP 
 
Assets 
 
Non-Current Assets 
 
Investment in subsidiaries       13               -              -         297,915          297,915 
 
Investments accounted for        13          96,979         90,046          96,979           90,046 
under the equity method 
 
Long Term Intercompany           13               -              -         831,338          794,839 
Loans 
 
Property, Plant and              14          53,555        121,322               -                - 
Equipment 
 
Goodwill on Consolidation        15         226,644        226,644               -                - 
 
                                            377,178        438,012       1,226,232        1,182,800 
 
Current assets 
 
Inventories                      16         118,978        203,782               -               - 
 
Trade and Other Receivables      17         468,679        380,414          41,915          18,470 
 
Cash and Cash Equivalents          18       945,823      75,952            944,094          43,299 
 
                                          1,533,480     660,148            986,009       61,769 
 
Total Assets                              1,910,658   1,098,160           2,212,241   1,244,569 
 
Equity and Liabilities 
 
Share Capital                    20         387,984         206,984        387,984          206,984 
 
Share Premium Account            20       2,519,909       1,765,535      2,519,909        1,765,535 
 
Share-Based Payments               21        83,377          16,445            83,377       16,445 
Reserve 
 
Retained Earnings                24     (2,420,919)     (1,847,545)       (1,411,628)     (887,763) 
 
Total Equity                                570,351        141,419          1,579,642     1,101,201 
 
Non-Current Liabilities 
 
Borrowings                       22 
                                             91,898            -               -               - 
 
Convertible loan                 23                                        253,863 
                                            253,863            -                               - 
 
                                            345,761              -         253,863               - 
 
Current Liabilities 
 
Trade and Other Payables         19         994,546        956,741         378,736         143,368 
 
Total Liabilities                         1,340,307        956,741         632,599         143,368 
 
Total Equity and                          1,910,658       1,098,160         2,212,241    1,244,569 
Liabilities 
 
 
The notes on pages 29 to 55 form part of these financial statements 
 
Approved by the Board and authorised for issue on 13 February 2019. 
 
David Lenigas, Non-Executive Chairman 
Company Registration No. 07913053 
 
 
Statement of Cash Flow 
 
For the Year Ended 31 October 2018 
 
                                                           Group        Group   Company   Company 
 
                                                      Year Ended   Year Ended      Year      Year 
                                                                                  Ended     Ended 
 
                                         Notes         31-Oct-18    31-Oct-17 31-Oct-18 31-Oct-17 
 
                                                               GBP            GBP         GBP         GBP 
 
Cash flows from operating activities 
 
Operating loss                                         (558,416)    (532,509) (520,002) (278,351) 
 
Add: Depreciation                           14            48,993       52,400         -         - 
 
Add: Foreign exchange movements on fixed    14            14,348       38,316         -         - 
assets 
 
Add: Movement on share-based payments                     66,932        8,573    66,932     8,573 
reserve 
 
Add (Profit)/loss on disposal of                          32,194            -         -         - 
property, plant and equipment 
 
Professional fees on raising                                   -        7,215         -     7,215 
 
(Profit)/ Loss from equity accounted                     (6,933)        9,954   (6,933)     9,954 
investment 
 
Loss on disposal of jointly controlled                         -       73,566         -         - 
entity 
 
Changes in working capital 
 
Decrease / (Increase) in inventories                      84,804     (37,389)         -         - 
 
(Increase) / decrease in receivables                    (88,264)       60,041  (23,445)  (10,336) 
 
Increase in payables                                      22,848       73,244   234,133   109,913 
 
Interest received                                              1            -         -         - 
 
Finance Costs                                           (14,958)     (17,748)                   - 
 
Net cash flow from operating activities                (398,451)    (264,337) (249,315) (153,032) 
 
Investing Activities 
 
Acquisition of fixed assets                 14           (8,949)     (30,629)         -         - 
 
Loans advanced                                                                 (36,499) (157,041) 
                                                             -            - 
 
Decrease in loans - jointly controlled                         -     (10,907)         -         - 
entities 
 
Convertible Loan Notes issued               23           250,000            -   250,000         - 
 
Net cash flow from investing activities                  241,051     (41,536)   213,501 (157,041) 
 
Cash flows from financing activities 
 
Net proceeds from issue of shares           20           935,374      113,035   935,374   113,035 
 
Increase in borrowings                      22            91,898            -     1,235         - 
 
Net cash flow from financing activities                1,027,272      113,035   936,609   113,035 
 
Net cash flow                                            869,872    (192,839)   900,795 (197,038) 
 
Opening Cash and cash equivalents           18            75,951      268,790    43,299   240,337 
 
Closing Cash and cash equivalents           18           945,823       75,951   944,094    43,299 
 
Notes to the Group Financial Statements 
 
1.   General Information 
 
Anglo African Agriculture plc is a company incorporated in the United Kingdom. 
Details of the registered office, the officers and advisers to the Company are 
presented on the Directors and Advisers page at the beginning of this report. 
The Company has a standard listing on the London Stock Exchange main market. 
The information within these financial statements and accompanying notes have 
been prepared for the year ended 31 October 2018 with comparatives for the year 
ended 31 October 2017. 
 
2.   Basis of Preparation and Significant Accounting Policies 
 
The consolidated financial statements of Anglo African Agriculture plc have 
been prepared in accordance with International Financial Reporting Standards as 
adopted by the European Union (IFRS as adopted by the EU), IFRS Interpretations 
Committee and the Companies Act 2006 applicable to companies reporting under 
IFRS. 
 
The consolidated financial statements have been prepared under the historical 
cost convention. 
 
The preparation of financial statements in conformity with IFRS requires the 
use of certain critical accounting estimates. It also requires management to 
exercise its judgement in the process of applying the Group's accounting 
policies. The areas involving a higher degree of judgment or complexity, or 
areas where assumptions and estimates are significant to the consolidated 
financial statements are disclosed in Note 3. The preparation of financial 
statements in conformity with IFRS requires management to make judgments, 
estimates and assumptions that affect the application of accounting policies 
and reported amounts of assets, liabilities, income and expenses. Although 
these estimates are based on management's experience and knowledge of current 
events and actions, actual results may ultimately differ from these estimates. 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. 
Revisions to accounting estimates are recognised in the year in which the 
estimates are revised if the revision affects only that year or in the year of 
the revision and future year if the revision affects both current and future 
year. 
 
a.    Going Concern 
 
These consolidated financial statements are prepared on the going concern 
basis. The going concern basis assumes that the Group will continue in 
operation for the foreseeable future and will be able to realise its assets and 
discharge its liabilities and commitments in the normal course of business. The 
Group has incurred significant operating losses and negative cash flows from 
operations as the Group continued to expand its operations during the year 
under review. 
 
During the year, the Group raised GBP1,055,000 (2017: GBP220,25035 in gross funding 
through share subscriptions to fund  working capital and in the latter part of 
the current year, as announced, to fund a loan to Comarco. 
 
There remains an active and liquid market for the Group's shares. 
 
As at 31 October 2018 the Group held GBP945,823 (2017: GBP75,952) in cash and cash 
equivalents. 
 
The Directors have prepared cash flow forecasts for the period ended 28 
February 2021, considering forecast operating cash flows and capital 
expenditure requirements for Dynamic Intertrade, available working capital and 
forecast expenditure for the rest of the Group including overheads and other 
costs.  The forecasts include additional funding requirements which the 
directors believe will be met. 
 
In the event that Dynamic Intertrade fails to meet revenue predictions and any 
other relevant risk factors arise, the Group will need to obtain additional 
debt finance or equity to fund its operations for the period to 28 February 
2021. The cash flow forecast is dependent on production targets being met at 
Dynamic Intertrade, maintaining the invoice financing arrangements, generating 
future sales and the selling prices remaining stable during the period to 28 
February 2021. 
 
After careful consideration of the matters set out above, the Directors are of 
the opinion that the Group will be able to undertake its planned activities for 
the period to 28 February 2021 from production and from additional fund raising 
and have prepared the consolidated financial statements on the going concern 
basis. Nevertheless, due to the uncertainties inherent in meeting its revenue 
predictions and obtaining additional fund raising there can be no certainty in 
these respects. The financial statements do not include any adjustments that 
would result if the Group was unable to continue as a going concern. 
 
b. New and Amended Standards Adopted by the Company 
 
There are no IFRS and IFRIC interpretations that are effective for the first 
time for the financial year beginning on or after 1 November 2018 that would be 
expected to have a material impact on the Group. 
 
Standards, Interpretations and Amendments to Published Standards which Are Not 
Yet Effective 
 
The following new standards, amendments to standards and interpretations have 
been issued, but are not effective for the financial year beginning 1 November 
2018 and have not been early adopted: 
 
Reference       Title             Summary                          Application 
                                                                   date of 
                                                                   standard 
                                                                   (Periods 
                                                                   commencing on 
                                                                   or after) 
 
Amendments to   First-time        Amendments resulting from Annual     1 November 
IFRS 1          adoption of       Improvements 2014-2016 Cycle               2018 
                International     (removing short-term exemptions) 
                Financial Reports 
                Standards 
 
Amendments to   Share-based       Amendments to clarify the            1 November 
IFRS 2          payments          classification and measurement             2018 
                                  of share-based payment 
                                  transactions 
 
Amendment to    Insurance         Amendments regarding the             1 November 
IFRS 4          Contracts         interaction of IFRS 4 and IFRS 9           2018 
 
IFRS 9          Financial         Requirements on the                  1 November 
                Instruments       classification and measurement             2018 
                                  of financial assets and 
                                  liabilities and includes an 
                                  expected credit losses model 
                                  which replaces the current loss 
                                  impairment model. Also includes 
                                  the hedging amendment that was 
                                  issued in 2013 
 
Amendments to   Disclosure of     Amendments resulting from Annual     1 November 
IFRS 12         interests in      Improvements 2014-2016                     2017 
                other entities    (Clarifying Scope) 
 
IFRS 15         Revenue from      Specifies how and when to            1 November 
                contracts with    recognize revenue from contracts           2018 
                customers         as well as requiring more 
                                  information and relevant 
                                  disclosures. 
 
IFRS 16         Leases            Original Issue                       1 November 
                                                                             2019 
 
IFRS 17         Insurance         Establishes principles for the 
                Contracts         recognition, measurement,            1 November 
                                  presentation and disclosure of             2021 
                                  insurance contracts issued. 
 
Amendments to   Statement of Cash Amendments as a result of the        1 November 
IAS 7           Flows             disclosure initiative                      2017 
 
Amendments to   Income Taxes      Amendments regarding the             1 November 
IAS 12                            recognition of deferred tax                2017 
                                  assets for unreleased losses 
 
Amendments to   Investments in    Amendments resulting from Annual     1 November 
IAS 28          Associates and    improvements 2014-2016 cycle               2018 
                Joint Ventures    (Clarifying certain fair value 
                                  measurements 
 
Amendments to   Financial         Amendments to permit entity to       1 November 
IAS 39          Instruments:      elect to continue to apply the             2018 
                Recognition and   hedge accounting requirements in 
                measurement       IAS 39 for a fair value hedge of 
                                  the interest rate exposure of a 
                                  portion of a portfolio of 
                                  financial assets or financial 
                                  liabilities when IFRS 9 is 
                                  applied and to extend the fair 
                                  value option to certain 
                                  contracts that meet the 'own 
                                  use' scope exception 
 
Amendments to   Investment        Amendments to clarify transfers      1 November 
IAS 40          Property          or property to or from                     2018 
                                  investment property 
 
Amendments to   Foreign Currency  Amendments to clarify the            1 November 
IFRIC 22        transactions and  accounting for transactions that           2018 
                advance           include the receipt or payment 
                consideration     of advance consideration in a 
                                  foreign currency. 
 
Amendments to   Uncertainty over  Addresses how to reflect             1 November 
IFRIC 23        income tax        uncertainty in accounting for              2018 
                treatments        income taxes. 
 
The Directors anticipate that the adoption of these standards and the 
interpretations in future periods may have a material impact on the financial 
statements of the Group. 
 
c.    Basis of Consolidation 
 
The consolidated financial statements incorporate the financial statements of 
the Company and entities controlled by the Company (its subsidiaries) made up 
to 31st October each year. Control is achieved where the Company has the power 
to govern the financial and operating policies of an investee entity so as to 
obtain benefits from its activities. 
 
The results of subsidiaries acquired or disposed of during the year are 
included in the consolidated statement of comprehensive income from the 
effective date of acquisition or up to the effective date of disposal, as 
appropriate. Where necessary, adjustments are made to the financial statements 
of subsidiaries to bring their accounting policies into line with those used by 
other members of the Group. All intra-group transactions, balances, income and 
expenses are eliminated on consolidation. changes in the Group's ownership 
interests in subsidiaries that do not result in the Group losing control over 
the subsidiaries are accounted for as equity transactions. The carrying amounts 
of the Group's interests and the non-controlling interests are adjusted to 
reflect the changes in their relative interests in the subsidiaries. 
 
When the Group loses control of a subsidiary, the profit or loss on disposal is 
calculated as the difference between (i) the aggregate of the fair value of the 
consideration received and the fair value of any retained interest and (ii) the 
previous carrying amount of the assets (including goodwill), and liabilities of 
the subsidiary and any non-controlling interests. Where certain assets of the 
subsidiary are measured at revalued amounts or fair values and the related 
cumulative gain or loss has been recognised in other comprehensive income and 
accumulated in equity, the amounts previously recognised in other comprehensive 
income and accumulated in equity are accounted for as if the Company had 
directly disposed of the related assets (i.e. reclassified to profit or loss or 
transferred directly to retained earnings). The fair value of any investment 
retained in the former subsidiary at the date when control is 
 
lost is regarded as the fair value on initial recognition for subsequent 
accounting under IAS 39 "Financial Instruments: Recognition and Measurement" 
or, when applicable, the cost on initial recognition of an investment in an 
associate or a jointly controlled entity. 
 
Business Combinations 
 
Acquisitions of businesses are accounted for using the acquisition method. The 
consideration transferred in a business combination is measured at fair value, 
which is calculated as the sum of the acquisition-date fair values of the 
assets transferred by the Group, liabilities incurred by the Group to the 
former owners of the acquiree and the equity interests issued by the Group in 
exchange for control of the acquiree. Acquisition-related costs are recognised 
in profit or loss as incurred. 
 
At the acquisition date, the identifiable assets acquired, and the liabilities 
assumed are recognised at their fair value at the acquisition date, except 
that: 
 
  * Deferred tax assets or liabilities and liabilities or assets related to 
    employee benefit arrangements are recognised and measured in accordance 
    with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; 
 
  * Liabilities or equity instruments related to share-based payment 
    transactions of the acquiree or the replacement of an acquiree's 
    share-based payment transactions with share-based payment transactions of 
    the Group are measured in accordance with IFRS 2 Share-based Payment at the 
    acquisition date; and 
 
  * Assets (or disposal groups) that are classified as held for sale in 
    accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued 
    Operations are measured in accordance with that standard. 
 
Goodwill 
 
Goodwill is measured as the excess of the sum of the consideration transferred, 
the amount of any non-controlling interests in the acquiree, and the fair value 
of the acquirer's previously held equity interest in the acquiree (if any) over 
the net of the acquisition-date amounts of the identifiable assets acquired and 
the liabilities assumed. If, after assessment, the net of the acquisition-date 
amounts of the identifiable assets acquired and liabilities assumed exceeds the 
sum of the consideration transferred, the amount of any non-controlling 
interests in the acquiree and the fair value of the acquirer's previously held 
interest in the acquiree (if any), the excess is recognised immediately in 
profit or loss as a bargain purchase gain. 
 
Joint Ventures and Associates 
 
A joint venture is a contractual agreement under which two or more parties 
conduct an economic activity and unanimous approval is required for the 
financial and operating policies. Associates are all entities over which the 
Group has significant influence but not control, generally accompanying a 
shareholding between 20% and 50% of the voting rights. Joint ventures and 
associates are accounted for using the equity method, which involves 
recognition in the consolidated income statement of AAA's share of the net 
result of the joint ventures and associates for the year. Accounting policies 
of joint ventures and associates have been changed where necessary to ensure 
consistency with the policies adopted by the Group. AAA's interest in a joint 
venture or associate is carried in the statement of financial position at its 
share in the net assets of the joint venture or associate together with 
goodwill paid on acquisition, less any impairment loss. When the share in the 
losses exceeds the carrying amount of an equity-accounted company (including 
any other receivables forming part of the net investment in the company), the 
carrying amount is written down to nil and recognition of further losses is 
discontinued, unless we have incurred legal or constructive obligations 
relating to the company in question. 
 
d.    Property, Plant and Equipment 
 
Property, plant and equipment are stated at historical cost less subsequent 
accumulated depreciation and accumulated impairment losses, if any. Historical 
cost includes expenditure that is directly attributable to the acquisition of 
the items. Subsequent costs are included in the asset's carrying amount or 
recognised as a separate asset, as appropriate, only when 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. All other repairs and 
maintenance are charged to profit or loss during the financial year in which 
they are incurred. Depreciation on property, plant and equipment is calculated 
using the straight-line method to write off their cost over their estimated 
useful lives at the following annual rates: 
 
Leasehold improvements            33.3% 
 
Furniture, fixtures and             17% 
equipment 
 
Plant and machinery                 20% 
 
Computer equipment                33.3% 
 
Useful lives and depreciation method are reviewed and adjusted if appropriate, 
at the end of each reporting year. 
 
An item of property, plant and equipment is derecognised upon disposal or when 
no future economic benefits are expected to arise from the continued use of the 
asset. Any gain or loss arising on the disposal or retirement of an item of 
property, plant and equipment is determined as the difference between the sales 
proceeds and the carrying amount of the relevant asset and is recognised in 
profit or loss in the year in which the asset is derecognised. 
 
e.    Investments in Subsidiaries 
 
Investments in subsidiaries are stated at cost less, where appropriate, 
provisions for impairment. 
 
f.     Inventories 
 
Inventories are carried at the lower of cost and net realisable value. Cost is 
determined using specific identification and in the case of work in progress 
and finished goods, comprises the cost of purchase, cost of conversion and 
other costs incurred in bringing the inventories to their present location and 
condition. Net realisable value is the estimated selling price in the ordinary 
course of business less the estimated cost of completion and applicable selling 
expenses. 
 
When the inventories are sold, the carrying amount of those inventories is 
recognised as an expense in the year in which the related revenue is 
recognised. The amount of any write-down of inventories to net realisable value 
and all losses of inventories are recognised as an expense in the year in which 
the write-down or loss occurs. The amount of any reversal of any write-down of 
inventories is recognised as an expense in the year in which the reversal 
occurs. 
 
g.    Impairment of Non-Financial Assets 
 
The Group assesses at each reporting date whether there is an indication that 
an asset may be impaired. If any such indication exists, or when an annual 
impairment assessment for an asset is required, the Group makes an estimate of 
the asset's recoverable amount. An asset's recoverable amount is the higher of 
an asset's or cash-generating unit's fair value less costs to sell and its 
value in use and is determined for an individual asset, unless the asset does 
not generate cash inflows that are largely dependent on those from other 
assets. Where the carrying amount of an asset or cash generating unit exceeds 
its recoverable amount, the asset is considered impaired and is written down to 
its recoverable amount. In assessing value in use, the estimated future cash 
flows expected to be generated by the asset 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. In determining 
fair value less costs to sell, recent market transactions are considered, if 
available. If no such transactions can be identified, an appropriate valuation 
model is used. These calculations are corroborated by valuation multiples or 
other available fair value indicators. 
 
Impairment losses are recognised in profit or loss in those expense categories 
consistent with the function of the impaired asset, except for assets that are 
previously revalued where the revaluation was taken to other comprehensive 
income. In this case, the impairment is also recognised in other comprehensive 
income up to the amount of any previous revaluation. 
 
An assessment is made at each reporting date as to whether there is any 
indication that previously recognised impairment losses may no longer exist or 
may have decreased. If such indication exists, the Group estimates the asset's 
or cash-generating unit's recoverable amount. 
 
A previously recognised impairment loss is reversed only if there has been a 
change in the estimates used to determine the recoverable amount of an asset 
since the last impairment loss was recognised. If that is the case, the 
carrying amount of the asset is increased to its recoverable amount. This 
increase cannot exceed the carrying amount that would have been determined, net 
of depreciation, had no impairment loss been recognised previously. Such 
reversal is recognised in the profit and loss unless the asset is measured at 
revalued amount, in which case the reversal is treated as a revaluation 
increase. 
 
h.    Financial Instruments 
 
Financial assets and financial liabilities are recognised on the statement of 
financial position when an entity becomes a party to the contractual provisions 
of the instruments. Financial assets and financial liabilities are initially 
measured at fair value. Transaction costs that are directly attributable to the 
acquisition or issue of financial assets and financial liabilities (other than 
financial assets and financial liabilities at fair value through profit or 
loss) are added to or deducted from the fair value of the financial assets or 
financial liabilities, as appropriate, on initial recognition. Transaction 
costs directly attributable to the acquisition of financial assets or financial 
liabilities at fair value through profit or loss are recognised immediately in 
the income statement. 
 
i.       Financial Assets 
 
The Group's accounting policies for financial assets are set out below. 
 
Management determine the classification of its financial assets at initial 
recognition depending on the purpose for which the financial assets were 
acquired and where allowed and appropriate, re-evaluate this designation at 
every reporting date. 
 
All financial assets are recognised on a trade date when, and only when, the 
Group becomes a party to the contractual provisions of an instrument. When 
financial assets are recognised initially, they are measured at fair value plus 
transaction costs, except for those finance assets classified as at fair value 
through profit or loss ('FVTPL'), which are initially measured at fair value. 
 
Financial assets are classified into the following specified categories: 
financial assets at FVTPL, 'held-to-maturity' investments, 'available for sale' 
(AFS) financial assets and loans and receivables. The classification depends on 
the nature and purpose of the financial assets and is determined at the time of 
recognition. 
 
Derecognition of financial assets occurs when the rights to receive cash flows 
from the investments expire or are transferred and substantially all the risks 
and rewards of ownership have been transferred. 
 
At each reporting date, financial assets are reviewed to assess whether there 
is objective evidence of impairment. If any such evidence exists, impairment 
loss is determined and recognised based on the classification of the financial 
asset. 
 
Loans and receivables (including trade receivables, prepayments, deposits and 
other receivables, cash and bank balances) are non-derivative financial assets 
with fixed or determinable payments that are not quoted on an active market. 
 
At each reporting date subsequent to initial recognition, loans and receivables 
are carried at amortised cost using the effective interest method, less any 
identified impairment losses. An impairment loss is recognised in the statement 
of comprehensive income when there is objective evidence that the asset is 
impaired and is measured as the difference between the asset's carrying amount 
and the present value of estimated future cash flows discounted at the original 
effective interest rate. Impairment losses are reversed in subsequent periods 
when an increase in the asset's recoverable amount can be related objectively 
to an event occurring after the impairment was recognised, subject to a 
restriction that the carrying amount of the asset at the date the impairment is 
reversed does not exceed what the amortised cost would have been had the 
impairment not been recognised. 
 
ii.      Financial Liabilities and Equity 
 
Financial liabilities and equity are recognised on the Group's statement of 
financial position when the Group becomes a party to a contractual provision of 
an instrument. Financial liabilities and equity instruments issued by the Group 
are classified according to the substance of the contractual arrangements 
entered and the definitions of a financial liability and an equity instrument. 
 
An equity instrument is any contract that evidences a residual interest in the 
assets of the Group after deducting all its liabilities. Equity instruments 
issued by the Group are recognised at the proceeds received, net of transaction 
costs. 
 
The Group's financial liabilities include amounts due to a director, trade 
payables and accrued liabilities. These financial liabilities are classified as 
FVTPL are stated at fair value with any gains or losses arising on 
re-measurement recognised in profit or loss. Other financial liabilities, 
including borrowings are initially measured at fair value, net of transaction 
costs. Other financial liabilities, including borrowings, are subsequently 
measured at amortised cost using the effective interest rate method, with 
interest expense recognised on an effective yield basis. 
 
The effective interest method is a method of calculating the amortised cost of 
a financial liability and of allocating interest expense over the relevant 
year. The effective interest rate is the rate that exactly discounts estimated 
future 
 
cash payments through the expected life of the financial liability, or, where 
appropriate, a shorter period, to the net carrying amount on initial 
recognition. 
 
Financial liabilities are de-recognized when the obligation specified in the 
relevant contract is discharged, cancelled or expires. The difference between 
the carrying amount of the financial liability derecognised and the 
consideration paid is recognised in the statement of comprehensive income. 
 
When an existing financial liability is replaced by another from the same 
lender on substantially different terms, or the terms of an existing liability 
are substantially modified, such an exchange or modification is treated as a 
derecognition of the original liability and a recognition of a new liability, 
and the difference in the respective carrying amounts is recognised in the 
statement of comprehensive income. 
 
iii.     Trade and Other Receivables 
 
Trade and other receivables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective interest method, 
less provision for impairment losses for bad and doubtful debts, except where 
the receivables are interest-free loans made to related parties without any 
fixed repayment terms or the effect of discounting would be material. In such 
cases, the receivables are stated at cost less impairment losses for bad and 
doubtful debts. 
 
iv.     Trade and Other Payables 
 
Liabilities for trade and other payables which are recognised initially at 
their fair value and subsequently measured at amortised cost using the 
effective interest method, unless the effect of discounting would not be 
material, in which case they are stated at cost. 
 
v.      Fair Values 
 
The carrying amounts of the financial assets and liabilities such as cash and 
cash equivalents, receivables and payables of the Group at the balance sheet 
date approximated their fair values, due to the relatively short-term nature of 
these financial instruments. 
 
i.     Borrowings 
 
Borrowings are presented as current liabilities unless the Group has an 
unconditional right to defer settlement for at least 12 months after the 
balance sheet date, in which case they are presented as non-current 
liabilities. 
 
Borrowings are initially recorded at fair value, net of transaction costs and 
subsequently carried for at amortised costs using the effective interest 
method. Any difference between the proceeds (net of transaction costs) and the 
redemption value is recognised in profit or loss over the year of the 
borrowings using the effective interest method. Borrowings which are due to be 
settled within twelve months after the balance sheet date are included in 
current borrowings in the balance sheet even though the original term was for a 
period longer than twelve months and an agreement to refinance, or to 
reschedule payments, on a long-term basis is completed after the balance sheet 
date and before the financial statements are authorised for issue. 
 
j.     Revenue Recognition 
 
Revenue is measured at the fair value of the consideration received or 
receivable and represents amounts receivable for the sales of goods and the use 
by others of the Group's assets yielding interest, net of rebates and 
discounts. 
 
Revenue on sales of goods is recognised on the transfer of risks and rewards of 
ownership, which generally coincides with the time when the goods are delivered 
to customers and title has been passed. 
 
Interest income from a financial asset, is recognised on an accrual basis using 
the effective interest rate method by applying the rate that exactly discounts 
the estimated future cash receipts through the expected life of the financial 
instrument or a shorter period, when appropriate, to the net carrying amount of 
the financial asset. 
 
k.    Cost of Sales 
 
Cost of sales consists of all costs of purchase and other directly incurred 
costs. 
 
Cost of purchase comprises the purchase price, import duties and other taxes 
(other than those subsequently recoverable by the Group from the taxing 
authorities), if any, and transport, handling and other costs directly 
attributable to the acquisition of goods. Trade discounts, rebates and other 
similar items are deducted in determining the costs of purchase. Cost of 
conversion primarily consists of hiring charges of subcontractors incurred 
during conversion. 
 
l.     Borrowing Costs 
 
Borrowing costs are expensed in the year in which they occur. Borrowing costs 
consist of interest and other costs that an entity incurs in connection with 
the borrowing of funds. 
 
m.  Taxation 
 
Income tax expense represents the sum of the tax currently payable and deferred 
tax. 
 
The tax currently payable is based on taxable profit for the year. Taxable 
profit differs from net profit as reported in the statement of comprehensive 
income because it excludes items of income and expense that are taxable or 
deductible in other years, and it further excludes items that are never taxable 
or deductible. The Group's liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the end of the 
reporting year. 
 
Deferred tax is recognised on temporary differences between the carrying amount 
of assets and liabilities in the consolidated financial statements and the 
corresponding tax bases used in the computation of taxable profit. Deferred tax 
liabilities are generally recognised for all taxable temporary differences. 
 
Deferred tax assets are generally recognised for all deductible temporary 
differences to the extent that it is probable that taxable profits will be 
available against which those deductible temporary differences can be utilised. 
Such deferred tax assets and liabilities are not recognised if the temporary 
differences arise from goodwill or from the initial recognition (other than in 
a business combination) of other assets and liabilities in a transaction that 
affects neither the taxable profit nor the accounting profit. 
 
Deferred tax liabilities are recognised for taxable temporary differences 
associated with investments in subsidiaries, except where the Group is able to 
control the reversal of the temporary difference and it is probable that the 
 
temporary difference will not reverse in the foreseeable future. Deferred tax 
assets arising from deductible temporary differences associated with such 
investments are only recognised to the extent that it is probable that there 
will be sufficient taxable profits against which to utilise the benefits of the 
temporary differences and they are expected to reverse in the foreseeable 
future. 
 
The carrying amount of deferred tax assets is reviewed at the end of each 
reporting year and reduced to the extent that it is no longer probable that 
sufficient taxable profits will be available to allow all or part of the asset 
to be recovered. 
 
Deferred tax assets and liabilities are measured at the tax rates that are 
expected to apply in the year in which the liability is settled or the asset 
realised. The measurement of deferred tax assets and liabilities reflects the 
tax 
 
consequences that would follow from the manner in which the Group expects, at 
the end of the reporting year, to recover or settle the carrying amount of its 
assets and liabilities. 
 
Current or deferred tax for the year is recognised in profit or loss, except 
when it relates to items that are recognised in other comprehensive income or 
directly in equity, in which case the current and deferred tax is also 
recognised in other comprehensive income or directly in equity respectively. 
Where current tax or deferred tax arises from the initial accounting for a 
business combination, the tax effect is included in the accounting for the 
business combination. 
 
n.    Cash and Cash Equivalents 
 
Cash and cash equivalents comprise cash at bank and on hand, demand deposits 
with banks and other financial institutions, and short-term, highly liquid 
investments that are readily convertible into known amounts of cash and which 
are subject to an insignificant risk of changes in value, having been within 
three months of maturity at 
 
acquisition. Bank overdrafts that are repayable on demand and form an integral 
part of the Group's cash management are also included as a component of cash 
and cash equivalents for the purpose of the consolidated statement of cash 
flows. 
 
o.    Provisions and Contingencies 
 
Provisions are recognised when the Group has a present obligation as a result 
of a past event, and it is probable that the Group will be required to settle 
that obligation. Provisions are measured at the Directors' best estimate of the 
expenditure required to settle the obligation at the statement of financial 
position date and are discounted to present value where the effect is material. 
Provisions are not recognised for future operating losses. 
 
Where there are a number of similar obligations, the likelihood that an outflow 
will be required in settlement is determined by considering the class of 
obligations as a whole. A provision is recognised even if the likelihood of an 
outflow with respect to any one item included in the same class of obligations 
may be small. 
 
When the effect of discounting is material, the amount recognised for a 
provision is the present value at the reporting date of the future expenditures 
expected to be required to settle the obligation. The increase in the 
discounted present value amount arising from the passage of time is included in 
finance costs in the statement of comprehensive income. 
 
Contingent liabilities are not recognised in the financial statements. They are 
disclosed unless the possibility of an outflow of resources embodying economic 
benefits is remote. A contingent asset is not recognised in the financial 
statements but disclosed when an inflow of economic benefits is probable. 
 
p.    Share Capital 
 
Ordinary shares are classified as equity. Proceeds from issuance of ordinary 
shares are classified as equity. Incremental costs directly attributable to the 
issuance of new ordinary shares are deducted against share capital. 
 
q.    Foreign Currencies 
 
In preparing the financial statements of each individual group entity, 
transactions in currencies other than the functional currency of that entity 
(foreign currencies) are recorded in the respective functional currency (i.e. 
the currency of the primary economic environment in which the entity operates) 
at the rates of exchanges prevailing on the dates of the transactions. At the 
end of the reporting year, monetary items denominated in foreign currencies are 
retranslated at the rates prevailing at that date. Non-monetary items carried 
at fair value that are denominated 
 
in foreign currencies are retranslated at the rates prevailing on the date when 
the fair value was determined. Non-monetary items that are measured in terms of 
historical costs in a foreign currency are not retranslated. 
 
Exchange differences arising on the settlement of monetary items, and on 
translation of monetary items, are recognised in profit or loss in the year in 
which they arise. Exchange differences arising on the retranslation of 
non-monetary items carried at fair value are included in profit or loss for the 
year except for differences arising on the retranslation of non-monetary items 
in respect of which gains, and losses are recognised directly in other 
comprehensive income, in which cases, the exchange differences are also 
recognised directly in other comprehensive income. 
 
For the purposes of presenting the consolidated financial statements, assets 
and liabilities of the Group's foreign operations are translated into the 
presentation currency of the Group (i.e. South African Rand) at the rate of 
exchange prevailing at the end of the reporting year, and their income and 
expenses are translated at the average exchange rates for the year, unless 
exchange rates fluctuate significantly during that year, in which case, the 
exchange rates prevailing at the dates of transactions are used. Exchange 
differences arising, if any, are recognised in other comprehensive income and 
accumulated in equity. 
 
The principal exchange rates during the year are set out in the table below: 
 
Rate compared to     Year End Rate     Year End Rate 
GBP                             2018              2017 
 
South African                18.66             18.75 
Rand 
 
US Dollar                     1.28              1.32 
 
r.    Finance Leases 
 
Assets held under finance leases are initially recognised as assets of the 
Group at their fair value at the inception of the lease or, if lower, at the 
present value of the minimum lease payments. The corresponding liability to the 
lessor is included in the statement of financial position as a finance lease 
obligation. Lease payments are treated as a reduction of the lease obligation 
on the remaining balance of the liability. 
 
Finance expenses are recognised immediately in profit or loss, unless they are 
directly attributable to qualifying assets, in which case they are capitalised. 
Contingent rentals are recognised as expenses in the years in which they are 
incurred. 
 
s.    Operating Leases 
 
Where the Group has the use of assets held under operating leases, payment made 
under the leases are charged to profit or loss over the accounting years 
covered by the lease term except where an alternative basis is more 
representative of the pattern of benefits to be derived from the leased asset. 
Lease incentives received are recognised in profit or loss as an integral part 
of the aggregate net lease payments made. Contingent rentals are charged to 
profit or loss in the accounting years in which they are incurred. 
 
t.    Employee Benefits 
 
Salaries, annual bonuses, paid annual leave and the cost to the Group of 
non-monetary benefits are accrued in the year in which employees of the Group 
render the associated services. Where payment or settlement is deferred and the 
effect would be material, these amounts are stated at their present values. 
 
u.    Segmental Reporting 
 
Operating segments are reported in a manner consistent with the internal 
reporting provided to the chief operating decision maker. The chief operating 
decision-maker, who is responsible for allocating resources and assessing 
performance of the operating segments, has been identified as the executive 
Director who makes strategic decisions. 
 
3.   Critical Accounting Estimates and Judgements 
 
Estimates and judgements are continually evaluated and are based on historical 
experience and other factors, including expectations of future events that are 
believed to be reasonable under the circumstances. 
 
In the application of the Group's accounting policies, which are described 
above, management is required to make estimates and assumptions about the 
carrying amounts of assets and liabilities that are not readily apparent from 
other sources. The estimates and assumptions that had a significant risk of 
causing a material adjustment to the carrying amount of assets and liabilities 
are discussed below. 
 
a.    Inventory Valuation 
 
Inventory is valued at the lower of cost and net realisable value. Net 
realisable value of inventories is the estimated selling price in the ordinary 
course of business, less estimated costs of completion and selling expenses. 
These 
 
estimates are based on the current market conditions and the historical 
experience of selling products of a similar nature. It could change 
significantly as a result of competitors' actions in response to severe 
industry cycles. The Group reviews its inventories in order to identify 
slow-moving merchandise and uses markdowns to clear merchandise. Inventory 
value is reduced when the decision to markdown below cost is made. 
 
b.    Impairment of Receivables 
 
The Group's management reviews receivables on a regular basis to determine if 
any provision for impairment is necessary. The policy for the impairment of 
receivables of the Group is based on, where appropriate, the evaluation of 
collectability and ageing analysis of the receivables and on management's 
judgement. A considerable amount of judgement is required in assessing the 
ultimate realisation of these outstanding amounts, including the current 
creditworthiness and the past collection history of each debtor. If the 
financial conditions of debtors of the Group were to deteriorate, resulting in 
an impairment of their ability to make payments, provision for impairment may 
be required. 
 
c.    Income Taxes 
 
The Group is subject to income taxes in South Africa and the UK. Significant 
judgement is required in determining the provision for income taxes and the 
timing of payment of the related tax. There are certain transactions and 
calculations for which the ultimate tax determination is uncertain during the 
ordinary course of business. The Group recognises liabilities for anticipated 
tax based on estimates of whether additional taxes will be due. Where the final 
tax outcome of these matters is different from the amounts that were initially 
recorded, such differences will impact the income tax provision in the year in 
which such determination is made. 
 
d.    Share Based Payments 
 
The fair value of share-based payments recognised in the income statement is 
measured by use of the Black Scholes model, which considers conditions attached 
to the vesting and exercise of the equity instruments. 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. 
The share price volatility percentage factor used in the calculation is based 
on management's best estimate of future share price behaviour based on past 
experience, future expectations and benchmarked against peer companies in the 
industry. 
 
e.    Depreciation and Amortisation 
 
The Group depreciates property, plant and equipment and amortises the leasehold 
land and land use rights on a straight-line method over the estimated useful 
lives. The estimated useful lives reflect the Directors' estimate of the years 
that the Group intends to derive future economic benefits from the use of the 
Group's property, plant and equipment. 
 
4.   Segmental Reporting 
 
In the opinion of the Directors, the Group has one class of business, being the 
trading of agricultural materials. The Group's primary reporting format is 
determined by the geographical segment according to the location of its 
establishments. There is currently only one geographic reporting segment, which 
is South Africa. All revenues and costs are derived from the single segment. 
 
5.   Other Income 
 
                                                2018      2017 
 
                                                   GBP         GBP 
 
Other income                                      54       673 
 
Other Income represents the bad debts recovered and sundry income. 
 
6.   Personnel Expenses and Staff Numbers (Including Directors) 
 
Number                                                          Group                Company 
 
                                                              2018       2017       2018       2017 
 
The average number of employees in the year were: 
 
         Directors                                               5          5          5          5 
         Management                                              3          3          -          - 
 
         Accounts and Administration                             2          2          -          - 
 
         Sales                                                   3          2          -          - 
 
         Manufacturing/Warehouse                                18         16          -          - 
 
Total                                                           31         28          5          5 
 
                                                                 GBP          GBP          GBP          GBP 
 
The aggregate payroll costs for these persons were:        332,596    383,121     61,696     55.656 
 
Average ratio of executive pay verse average employee 
pay                                                           0.74       0.78 
 
7.   Directors' Remuneration 
 
Salaries and Fees                             Group                Company 
 
                                            2018       2017       2018       2017 
 
                                               GBP          GBP          GBP          GBP 
 
David Lenigas                             12,000     12,000     12,000     12,000 
 
George Roach                              12,000     12,000     12,000     12,000 
 
Robert Scott                              12,000     12,000     12,000     12,000 
 
Andrew Monk *                             13,696     13,656     13,696     13,656 
 
Matt Bonner                               12,000      6,000     12,000      6,000 
 
                                          61,696     55,656     61,696     55,656 
 
* Included in Andrew Monk's remuneration is GBP1,696 for National Insurance 
 
No pension contributions were made by the Company on behalf of its directors. 
 
At the year-end a total of GBP107,076 (2017: GBP53,794) was outstanding in respect 
of directors' emoluments. 
 
8.   Expenses - Analysis by Nature 
 
                                      Group                      Company 
 
                                        2018       2017              2018     2017 
 
                                           GBP          GBP                 GBP        GBP 
 
Auditors' remuneration                11,000     10,500            11,000   10,500 
for audit services: 
Parent 
 
Auditors' remuneration                 7,050        750                 -      750 
for other services: 
Parent 
 
Auditors' remuneration                 3,373      4,331                 -        - 
for audit services: 
Subsidiary 
 
Depreciation on property,             48,993     52,400                 -        - 
plant and equipment 
 
(Gain) / loss on exchange             12,190   (13,779)                 -        - 
 
Personnel expenses (Note             332,596    383,121                 -   55,656 
6) 
 
Share based payments                  66,932      8,573            66,932    8,573 
 
Other administrative                 427,011    414,521           172,697   85,926 
expenses 
 
Sub-total                            909,145    860,417           250,629  161,405 
 
Impairment of loan to                      -     73,566                 -        - 
Joint Venture 
 
Admission and regulatory             276,306    106,992           276,306  106,992 
expenses 
 
(Profit) Loss from                   (6,933)      9,954           (6,933)    9,954 
Associated entity 
 
Total administrative               1,178,518  1,050,929           520,002  278,351 
expenses 
 
9.   Finance Costs 
 
                                              Group                Company 
 
                                            2018       2017       2018       2017 
 
                                               GBP          GBP          GBP          GBP 
 
Interest paid on borrowings               11,093     17,748          -          - 
 
Interest accrued on Convertible Loan       3,863          -          -          - 
Notes 
 
                                          14,956     17,748          -          - 
 
Finance costs represent interest and charges in respect of the discounting of 
invoices and the interest accrual for the Convertible Loan Notes issued. 
 
10. Taxation 
 
The charge for the year can be reconciled to the profit before taxation per the 
consolidated statement of comprehensive income as follows: 
 
                                            Group                  Company 
 
                                            2018       2017        2018      2017 
 
                                               GBP          GBP           GBP         GBP 
 
Tax Charge                                     -           -          -         - 
 
Factors affecting the tax charge: 
 
Loss on ordinary activities before     (573,374)   (550,257)  (523,865) (278,351) 
taxation 
 
Loss on ordinary activities before     (108,941)   (108,676)   (99,534)  (54,974) 
taxation multiplied by standard 
rate of UK corporation tax of 
19.00% (2017: 19.75%) 
 
Tax effect of expense not                      -       1,522     68,169     1,522 
deductible for tax 
 
Overseas tax rate differences from 
the UK rate (28%)                         17,483           -          -         - 
 
Tax effect of utilisation of tax          91,458     107,154     31,365    53,452 
losses 
 
Difference - Actual and Parent tax             -           -          -         - 
rate 
 
Tax Charge                                     -           -          -         - 
 
 
The Company has excess management expenses of GBP392,764 (2017 - GBP187,346) 
available for carry forward against future trading profits. The deferred tax 
asset in these tax losses at 19.0% of GBP74,625 (2017 -19.75%, GBP37,001) has not 
been recognised due to the uncertainty of recovery. 
 
11. Loss Per Share 
 
Loss per share data is based on the Group result for the year and the weighted 
average number of shares in issue. 
 
Basic loss per share is calculated by dividing the loss attributable to equity 
shareholders by the weighted average number of ordinary shares in issue during 
the year: 
 
                                                                 Group 
 
                                                               2018         2017 
 
                                                                  GBP            GBP 
 
Loss after tax                                            (573,374)    (550,257) 
 
Weighted average number of ordinary shares in issue     220,465,923  194,791,752 
 
Basic and diluted loss per share (pence)                    (0.26p)      (0.28p) 
 
Basic and diluted loss per share are the same, since where a loss is incurred 
the effect of outstanding share options and warrants is considered 
anti-dilutive and is ignored for the purpose of the loss per share calculation. 
As at 31 October 2018 there were 197,094,655 (31 October 2017 - 2,761,330) 
outstanding share warrants and 20,956,184 (2017 - 20,956,184) outstanding 
options, both are potentially dilutive. 
 
12. Dividends 
 
                                            Group                Company 
 
                                          2018       2017       2018       2017 
 
                                             GBP          GBP          GBP          GBP 
 
Dividends Paid                               -          -          -          - 
 
13. Investments 
 
                                            Group                Company 
 
                                          2018       2017       2018       2017 
 
                                             GBP          GBP          GBP          GBP 
 
Investment in Subsidiary                     -          -    297,915    297,915 
 
Investment in Associate                 96,979     90,046     96,979     90,046 
 
13.1. Investment in Associate 
 
                                          Group       Group   Company    Company 
 
                                           2018        2017      2018       2017 
 
                                              GBP           GBP         GBP          GBP 
 
Investment in Dynamic Intertrade 
Agri (Pty) Ltd 
 
Opening carrying value/ Investment       90,046     100,000    90,046    100,000 
 
Share of profit/ (loss) of Associate      6,933     (9,954)     6,933    (9,954) 
 
Carrying value at 31 October             96,979      90,046    96,979     90,046 
 
As at 31 October 2018, the Company directly and indirectly held the following 
subsidiary and associate: 
 
Name of company      Principal        Country of     Proportion (%)  Proportion 
                    activities     incorporation and   of equity    (%) of equity 
                                   place of business    interest      interest 
                                                          2018          2017 
 
Dynamic          Trading in             South Africa           100%          100% 
Intertrade (Pty) Agricultural 
Limited          Products 
 
Dynamic          Agricultural           South Africa          46.8%         46.8% 
Intertrade Agri  commodity trading 
(Pty) Limited    and distribution 
 
Summarised financial information of the associate company 
 
                                   2018           2017 
 
                                      GBP              GBP 
 
      Non-current assets          4,600          5,793 
 
          Current assets        188,544        134,466 
 
           Cash and cash         10,404          1,819 
             equivalents 
 
            Total assets        203,548        144,094 
 
 Non-current liabilities         44,982         48,137 
 
     Current liabilities        107,118         62,909 
 
       Total liabilities        152,100        111,045 
 
 
                Turnover      2,314,269      1,226,678 
 
   Profit/ (Loss) before         20,576       (28,470) 
                taxation 
 
     Total comprehensive         14,815       (28,470) 
                  income 
 
            Depreciation          3,473          2,482 
 
         Interest income            264            267 
 
        Interest expense              -              - 
 
     Income tax (income)        (4,082)              - 
                 expense 
 
14. Property, Plant and Equipment 
 
Group                        Leasehold       Furniture and     Plant and         Total 
                              Property            fixtures     machinery 
 
                                     GBP                   GBP             GBP             GBP 
 
Cost 
 
At 01 November 2017             20,316               4,598       407,092       432,006 
 
Additions                        2,246                             6,569         8,949 
                                                       134 
 
Disposals                            -                   -     (124,003)     (124,003) 
 
Exchange differences             (717)                  14         9,142         8,439 
 
As at 31 October 2018           21,845               4,746       298,800       325,391 
 
Depreciation 
 
At 01 November 2017             11,951               2,645       296,088       310,684 
 
Charge for the year              6,012                            42,446        48,993 
                                                       535 
 
Released on disposal                 -                   -                    (91,701) 
                                                                (91,701) 
 
Exchange differences             (585)                             4,460         3,860 
                                                      (15) 
 
As at 31 October 2018           17,378               3,165       251,293       271,836 
 
Net Book Value 
 
As at 31 October 2018            4,467               1,581        47,507        53,555 
 
At 01 November 2017              8,365               1,953       111,004       121,322 
 
The holding company held no tangible fixed assets at 31 October 2018 and 2017 
 
15. Goodwill 
 
Goodwill has been calculated as GBP226,644 (2017: GBP226,644) and is measured as 
the excess of the sum of the consideration paid and the fair value of the 
acquirer's previously held equity interest in the acquiree over the net of the 
acquisition-date amounts of the identifiable assets acquired and the 
liabilities assumed. 
 
Goodwill has been tested for impairment as at the balance sheet date. The 
recoverable amount of goodwill at 31 October 2017 and 2018 was assessed on the 
basis of value in use. As this exceeded the carrying values no impairment loss 
was recognised. The key assumptions in the calculation to assess value in use 
are future revenues and the ability to generate future cash flows. 
 
The most recent financial results and forecasts for the next year were used, 
followed by an extrapolation of future cash flows using a price earnings ratio. 
The projected results were discounted at a rate which is a prudent evaluation 
of the pre-tax rate that reflects current market assessments of the time value 
of money and risks specific to the cash-generating unit. 
 
The key assumptions used in the value in use calculations in 2017 and 2018 were 
as follows: 
 
- A discount rate of 10% 
 
- Sales growth of 18% 
 
- Weighting of probabilities assigned to potential earnings. 
 
The Directors believe the significance of the earning potential identified mean 
that the goodwill does not require impairment at this early stage. 
 
16. Inventories 
 
                                             Group                 Company 
 
                                            2018       2017       2018       2017 
 
                                               GBP          GBP          GBP          GBP 
 
Raw materials                             93,776    115,114          -          - 
 
Work-in-progress                               -     14,497          -          - 
 
Finished goods                            25,202     74,171          -          - 
 
                                         118,978    203,782          -          - 
 
17. Trade and other receivables 
 
                                             Group                 Company 
 
                                            2018       2017        2018      2017 
 
                                               GBP          GBP           GBP         GBP 
 
Trade Receivables                        409,806    344,389           -         - 
 
Other Receivables                         58,873     36,025      41,915    18,470 
 
                                         468,679    380,414      41,915    18,470 
 
Group Trade receivables represent amounts receivable on the sale of 
agricultural products and are included after provisions for doubtful debts. 
 
The Directors consider that the carrying amount of trade receivables and other 
receivables approximates their fair value. 
 
18. Cash and Cash Equivalents 
 
                                             Group                Company 
 
                                           2018       2017       2018       2017 
 
                                              GBP          GBP          GBP          GBP 
 
Cash on hand                            947,058     75,952    945,329     43,299 
 
Bank Overdraft                          (1,235)          -    (1,235)          - 
 
                                        945,823     75,952    944,094     43,299 
 
19. Trade and Other Payables 
 
                                             Group                Company 
 
                                           2018       2017       2018       2017 
 
                                              GBP          GBP          GBP          GBP 
 
Trade Payables                          913,690    859,717    378,736    143,368 
 
Other Payables                           30,103     46,477          -          - 
 
Related Party Payables                   50,753     50,547          -          - 
 
                                        994,546    956,741    378,736    143,368 
 
Trade payables represent amounts due for the purchase of agriculture materials 
and administrative expenses. The Directors consider that the carrying amount of 
trade payables approximates to their fair value. 
 
Included in other payables are the following related party financial 
liabilities: 
 
                                               Group 
 
                                            2018        2017 
 
                                               GBP           GBP 
 
G Roach                                               23,131 
                                          23,242 
 
M Bonner 
                                          27,511      27,416 
 
                                          50,753      50,547 
 
Terms: 
 
G Roach: The loan bears interest at the South African prime overdraft rate. The 
interest will be calculated and paid when the loan is repaid. The loan is 
repayable as decided upon from time to time. 
 
M Bonner: The loan bears interest at the South African prime overdraft rate. 
The interest is calculated and paid quarterly. The loan is repayable as decided 
upon from time to time. 
 
20  Share Capital and Share Premium 
 
Allotted, called up and fully paid        Number    Nominal     Share       Total 
share capital and share premium                       Value   Premium 
 
                                                          GBP         GBP           GBP 
 
Balance at 1 November 2016            180,791446    180,792 1,571,477   1,752,269 
 
Issued during the year                26,192,508     26,192   194,058     220,250 
 
Balance at 31 October 2017           206,983,954    206,984 1,765,535   1,972,519 
 
Issued during the year               181,000,000    181,000   754,374     935,374 
 
Balance at 31 October 2018           387,983,954    387,984 2,519,909   2,907,893 
 
Share capital is the amount subscribed for shares at nominal value. 
 
Retained losses represent the cumulative loss of the Group attributable to 
equity shareholders. 
 
Share-based payments reserve relate to the charge for share-based payments in 
accordance with IFRS 2. 
 
During the prior year the company placed these shares and as the number of 
placing shares comprised more than 10% of the companies issued share capital, 
and although the placing shares has been allotted, admission of the placing 
shares required publication of a Prospectus within a twelve-month period. On 22 
March 2017, the company announced that the Prospectus had been approved by the 
UK Listing Authority. The April 2016, September 2016 and March 2017 shares were 
admitted to the Standard Listing segment of the Official List of the UK Listing 
Authority and to trading on the London Stock Exchange Main Market. In total 
these shares amounted to 93,587,829 Ordinary Shares. 
 
21. Share Based Payments Reserve 
 
The Company has a share-ownership compensation scheme for senior executives of 
the Company whereby senior executives may be granted options to purchase 
Ordinary Shares in the Company 
 
Warrants 
 
There are 197,064,095 warrants to subscribe for ordinary shares at 31 October 
2018 (31 October 2017: 2,761,330). Of these: - 
 
  * 2,761,330 warrants are exercisable at a price of 1p and were issued as 
    consideration to the joint financial advisers of the Company, Zeus Capital 
    Limited and VSA Capital Limited; 
 
  * 161,000,000 were issued to subscribers to the increase in share capital on 
    1 October 2018; 
 
  * 33,333,333 were issued on the company issuing the convertible loan note as 
    detailed in note 22 herein 
 
  * In the prior year 9,877,330 warrants were exercisable at a price of 2.75p, 
    all of which expired during the current year. 
 
 Date of       At 01  Granted/            At 31       Exercise Exercise/Vesting Date 
  Grant     November Exercised/         October 
                2017   Vested              2018 
 
                                                         Price From 
                                                                         To 
 
Warrants 
 
09/05/2012 2,761,330           -      2,761,330             1p   09/05/2012    05/09/ 
                                                                                 2022 
 
27/11/2018         - 161,000,000    161,000,000             1p   27/11/2018    30/09/ 
                                                                                 2019 
 
           2,761,330 161,000,000    163,761,330 
 
Warrants were attached to the Subscription Shares on 14 September 2018 a 
1-for-1 basis, with an exercise price of 1.0p per ordinary share and expire 12 
months from allotment of the Subscription Shares. Further warrants were 
attached to any new ordinary shares that are issued as a result of conversion 
of any Loan Notes, on a 1-for-1 basis on the same terms as the Subscription 
Warrants. A maximum of 194,333,333 new ordinary shares could potentially be 
issued in the event that all Subscription Warrants and Loan Note warrants are 
exercised. 
 
Options 
 
At 1 November 2017 there were 20,956,144 share options issued to the directors, 
a senior manager and an advisor of the Company. During the current year no 
share options were granted. (2017: 3,600,000). 
 
The movement on the share-based payment charge for the year was GBP 63,932 (2017 
- GBP8,572) in respect of the issued options. The details of warrants and options 
are as follows: 
 
 Date of  At 01 November  Granted/      At 31 October Exercise Exercise/Vesting Date 
  Grant             2017 Exercised/              2018 
                           Vested 
 
 
                                                         Price From 
                                                                         To 
 
Options 
 
09/05/        20,956,184          -        20,956,184       1p 09/05/2012  05/09/2022 
2012 
 
              20,956,184         --        20,956,184 
 
The remuneration committee's aim is to remunerate executive directors 
competitively and to reward performance. The remuneration committee determines 
the company's policy for the remuneration of executive directors, having regard 
to the UK Corporate Governance Code and its provisions on directors' 
remuneration. 
 
The number of options outstanding to the Directors that served in the year, as 
at 31 October 2018 were as follows: 
 
                                                          2018           2017 
 
Director                                               Options        Options 
 
Andrew Monk                                          3,839,046      3,839,046 
 
George Roach                                         3,839,046      3,839,046 
 
Robert Scott                                         1,000,000      1,000,000 
 
Matthew Bonner                                       3,600,000      3,600,000 
 
Total                                               12,278,092     12,278,092 
 
The estimated fair value of the options in issue was calculated by applying the 
Black-Scholes option pricing model. The assumptions used in the calculation 
were as follows: 
 
Share price at date of grant                     GBP0.0050 
 
Exercise price                          GBP0.0075 to GBP0.01 
 
Expected volatility                                  65% 
 
Expected dividend                                     0% 
 
Contractual life                               1.1 years 
 
Risk free rate                                     1.63% 
 
Estimated fair value of each         GBP0.003764 - GBP0.0378 
option 
 
The share options outstanding at the year-end had a weighted average remaining 
contractual life of 3.5 years (2017: 4.5 years). 
 
22. Borrowings 
 
                                          Group                 Company 
 
                                         2018       2017       2018       2017 
 
                                            GBP          GBP          GBP          GBP 
 
Borrowings                             91,898          -          -          - 
 
The Group wholly owned subsidiary Dynamic Intertrade has entered into a funding 
agreement with Bibby Apex Financial services (Pty) Ltd whereby Bibby pay the 
suppliers directly and this is then repaid by Dynamic Intertrade to purchase 
stock from suppliers where deposits are required. 
 
The borrowings are secured by a Security Agreement from the Company. The loans 
bear interest at 14% per annum. 
 
23. Convertible loan notes 
 
                                                 Group                      Company 
 
                                         2018                 2017       2018            2017 
 
                                            GBP                    GBP          GBP               GBP 
 
Convertible Loan notes Issued         250,000                    -    250,000               - 
 
Accrued interest 
                                        3,863                  -        3,863             - 
 
                                      253,863                    -    253,863               - 
 
On 14 September 2018, the Board of AAA announced that it has secured funding to 
finance a loan for the strategic logistics port in Kenya by raising a total of 
GBP1,055,000 (the "Fundraising Amount"). The Fundraising Amount was raised by way 
of a GBP805,000 subscription for 161,000,000 new ordinary shares of 0.1p (the 
"Subscription") at 0.50p per Subscription Share (the "Subscription Price") and 
issue of GBP250,000 of convertible loan notes for 50,000,000 loan notes of 0.50p 
(the "Loan Notes") with a conversion price of 0.75p (the "Conversion Price") 
(all together, the "Fundraising"). The Subscription Price was at the last 
closing price of 0.50p per ordinary share as at 13 September 2018. Further, the 
Conversion Price represents a premium of 50.0 per cent. to this same closing 
price 
 
The Subscription included the issue of 50,000,000 Convertible Loan Notes of 
0.50p with a conversion price of 0.75p. If the Convertible Loan Notes were 
converted, up to 33,333,335 new Ordinary Shares will be issued ("Loan 
Conversion Shares"). Further, Warrants will be attached to any Loan Conversion 
Shares that are issued on a 1-for-1 basis on the same terms as the Warrants 
attached to the New Ordinary Shares ("Loan Conversion Warrants"). A maximum of 
194,333,335 New Ordinary Shares could potentially be issued in the event that 
all New Ordinary Shares Warrants and Loan Conversion Warrants are exercised. 
 
The Loan Notes holder will be paid an annual interest rate of 12 per cent. in 
cash, semi-annually, with a term of 24 months. The Loan Notes will not be 
admitted to trading on any exchange. 
 
New ordinary shares issued as a result of conversion of all Loan Notes would 
represent 33,333,333 ordinary shares, or 7.9 per cent. of the issued share 
capital of the Company, as enlarged by the Fundraising. 
 
However, under the terms of the Loan Note Instrument, the maximum number of 
Loan Notes that can be converted into ordinary shares at any one time will be 
restricted such that Mike Joseph's total voting rights cannot exceed 29.9 per 
cent. of the shares in issue of the Company. 
 
24. Operating lease 
 
                                            Group                Company 
 
                                         2018         2017       2018      2017 
 
                                            GBP            GBP          GBP         GBP 
 
Premises                               96,948       94,001          -         - 
 
Equipment                                                           -         - 
                                        5,022        5,019 
 
                                      101,970       99,020          -         - 
 
 
 
Minimum lease payments                     Group                 Company 
 
                                          2018       2017       2018       2017 
 
                                             GBP          GBP          GBP          GBP 
 
Not later than one year                103,118    105,132          -          - 
 
Between one year and five years         71,914    196,635          -          - 
 
Later than five years                        -          -          -          - 
 
                                       175,032    301,767          -          - 
 
25. Financial instruments 
 
The Group uses financial instruments comprising cash, trade and other 
receivables, borrowings, convertible loan notes and trade and other payables. 
Cash balances are held in Sterling, US Dollars and South African Rand. 
 
The risks posed to the Company are set out in the Strategic Report. The 
Directors do not consider that there are any significant changes in the 
Company's risk profile. 
 
The Group has a policy of not hedging and therefore takes market rates in 
respect of foreign exchange risk. However, rates are monitored closely by 
management. 
 
Financial assets and liabilities 
 
                 2018                     Cash and      Financial 
                                         receivables   liabilities     Total 
                                              GBP       at amortised       GBP 
                                                          cost 
                                                            GBP 
 
Trade Receivables                             409,806             -      409,806 
 
Other Receivables                              58,873             -       58,873 
 
Cash and cash equivalents                     945,823             -      945,823 
 
Borrowings                                          -      (91,898)     (91,898) 
 
Convertible Loan Notes                              -     (253,863)    (253,863) 
 
Trade Payables                                      -     (913,690)    (913,690) 
 
Other Payables                                      -      (30,103)     (30,103) 
 
Related party payables                              -      (50,753)     (50,753) 
 
                                            1,414,502   (1,340,307)       74,195 
 
                 2017                        Cash and     Financial 
                                          receivables   liabilities        Total 
                                                    GBP  at amortised            GBP 
                                                               cost 
                                                                  GBP 
 
Trade and other receivables                   344,389             -      344,389 
 
Other receivables                              36,025             -       36,025 
 
Cash and cash equivalents                      75,952             -       75,952 
 
Trade payables                                      -     (859,718)    (859,718) 
 
Other payables                                      -      (46,477)     (46,477) 
 
Related party payables                              -      (50,547)     (50,547) 
 
                                              456,366     (956,742)    (500,376) 
 
 
Valuation techniques and assumptions applied for the purposes of measuring fair 
value 
 
The fair value of cash and receivables and liabilities approximates the 
carrying values disclosed in the financial statements. 
 
Capital management 
 
The Group manages its capital resources to ensure that entities in the Group 
will be able to continue as a going concern, while maximising shareholder 
return. 
 
The capital structure of the Group consists of equity attributable to 
shareholders, comprising issued share capital and reserves. The availability of 
new capital will depend on many factors including a positive operating 
environment, positive stock market conditions, the Group's track record, and 
the experience of management. There are no externally imposed capital 
requirements.  The Directors are confident that adequate cash resources exist 
or will be made available to finance operations but controls over expenditure 
are carefully managed. 
 
Foreign currency risk 
 
The Group undertakes certain transactions denominated in foreign currencies. 
Hence, exposures to exchange rate fluctuations arise. 
 
The carrying amounts of the Group's foreign currency denominated monetary 
assets and monetary liabilities at the reporting date are as follows: 
 
                                         Liabilities             Assets 
 
                                          2018       2017       2018       2017 
                                             GBP          GBP          GBP          GBP 
 
United States dollar (US$)               1,235          -          -        177 
 
South African Rand (ZAR)               717,336    813,376    547,470    598,379 
 
                                       718,571    813,376    547,470    598,566 
 
Cash and cash equivalents 
 
                                         Liabilities             Assets 
 
                                          2018       2017       2018       2017 
                                             GBP          GBP          GBP          GBP 
 
Sterling                                     -          -    945,329     43,122 
 
United States Dollar (US$)               1,235          -          -        177 
 
South African Rand (ZAR)                     -          -      1,729     32,653 
 
                                         1,235          -    947,058     75,952 
 
 
The presentation currency of the Group is UK Pounds sterling. 
 
The Group is exposed primarily to movements in Sterling and South African Rand, 
the former currency in which the Group receives most of its funding, against 
other currencies in which the Group incurs liabilities and expenditure. 
 
Sensitivity analysis 
 
Financial instruments affected by foreign currency risk include cash and cash 
equivalents, trade other receivables and trade and other payables. The 
following analysis, required by IFRS 7 Financial Instruments: Disclosures, is 
intended to illustrate the sensitivity of the Group's financial instruments (at 
year end) to changes in market variables, being exchange rates. 
 
The following assumptions were made in calculating the sensitivity analysis: 
 
  * All income statement sensitivities also impact equity 
 
  * Translation of foreign subsidiaries and operations into the Group's 
    presentation currency have been excluded from this sensitivity as they have 
    no monetary effect on the results 
 
Income Statement / Equity 
 
                                         2018     2017 
                                            GBP        GBP 
 
Exchange rates: 
 
+10% US$ Sterling (GBP)                   123       18 
 
-10% US$ Sterling (GBP)                 (123)     (18) 
 
+10% South African Rand (ZAR)             173    3,265 
Sterling (GBP) 
 
-10% South African Rand (ZAR)           (173)  (3,265) 
Sterling (GBP) 
 
The above sensitivities are calculated with reference to a single moment in 
time and will change due to a number of factors including: 
 
  * Fluctuating other receivable and trade payable balances 
 
  * Fluctuating cash balances 
 
  * Changes in currency mix 
 
Credit risk 
 
Financial instruments that potentially subject the Group to a significant 
concentration of credit risk consist primarily of trade receivables and cash 
and cash equivalents. The Group limits its exposure to credit loss from trade 
receivables by reviewing credit exposures to all customers and discounting of 
trade receivables.  The Group limits its exposure to credit loss by placing its 
cash with major financial institutions. As at 31 October 2018, the Group held GBP 
945,823 in cash and cash equivalents (2017: GBP75,952). 
 
Liquidity risk 
 
All the Group's financial liabilities are classified as current. The Group 
intends to settle these liabilities from revenue generated from sales 
production and working capital. 
 
Market risk 
 
The group's investments in an associate company comprise a non-controlling 
shareholding in an unlisted company. The shares are not readily tradable, and 
any monetisation of the shares is dependent on finding a willing buyer. 
 
26. Related Party Transactions 
 
Director's fees 
 
The previous Chairman, Andrew Monk, is a director of VSA Capital Limited and 
that company provided services amounting to GBP139,550 (2017 - GBP79,433) to the 
Company during the year. 
 
During the year ended 31 October 2018 GBP61,696 was paid to Directors of the 
company (2017: GBP55,656). At the year-end a total of GBP107,076 (2017: GBP53,794) 
was outstanding in respect of directors' emoluments. 
 
Other related party transactions 
 
 1. Included in trade and other payables are the following related party 
    financial liabilities: 
 
                                                            2018         2017 
                                                               GBP            GBP 
 
G Roach                                                   23,242       23,131 
 
M Bonner                                                  27,511 
                                                                       27,416 
 
                                                          50,753       50,547 
 
Terms: 
 
G Roach: The loan bears interest at prime overdraft rate. The interest will be 
calculated and paid when the loan is repaid. The loan is repayable as decided 
upon from time to time. 
 
M Bonner: The loan bears interest at prime overdraft rate. The interest will be 
calculated and paid when the loan is repaid. The loan is repayable as decided 
upon from time to time. 
 
 1. African Projects and Ventures ("APV"). 
 
In the prior year, on 31 October 2017 the company's wholly owned subsidiary 
Dynamic Intertrade (Pty) Limited ("Dynamic") entered into the Sale and Purchase 
Agreement in terms of which Dynamic will sell the 49.9% of the allotted and 
issued share capital of APV African Projects and Ventures (Pty) Limited to 
Misty Rose Properties 11 CC, a company owned by Mr G Roach for the total sum of 
ZAR1.00. 
 
27. Controlling Party Note 
 
There is no single controlling party. Significant shareholders are listed in 
the Directors Report and Business Review. 
 
28. Events Subsequent to 31 October 2018 
 
Prospectus 
 
On 7 December 2018, the Company published a Prospectus relating to the issue by 
the Company of 161,000,000 Ordinary Shares with Warrants attached on a one for 
one basis, together with the issue of GBP250,000 Convertible Loan Notes. 
 
The Company's enlarged issued ordinary share capital is comprised of 
387,983,954 Ordinary Shares. This figure of 387,983,954 Ordinary Shares may be 
used by shareholders in the Company as the denominator for the calculations by 
which they will determine if they are required to notify their interest in, or 
a change in their interest in, the share capital of the Company under the 
Financial Conduct Authority's Disclosure and Transparency Rules. 
 
Loan to Comarco 
 
On 12 November 2018, the company advanced a $1 million loan to Comarco. The 
24-month loan was used to help fund the growth of Comarco's port and marine 
logistics business and repay existing debt.  The secured loan is provided at a 
12% rate per annum increasing to 15% after nine months. In addition to this, 
AAA has begun to provide advice and assistance with Comarco's restructuring. 
 
 
 
END 
 

(END) Dow Jones Newswires

February 18, 2019 02:00 ET (07:00 GMT)

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