TIDMAAAP 
 
The information contained within this announcement is deemed to constitute 
inside information pursuant to the EU (Withdrawal) Act and amended pursuant to 
Market Abuse (Amended) (EU Exit) Regulations 2019. Upon the publication of this 
announcement, this inside information is now considered to be in the public 
domain. 
 
31 March 2022 
 
                         Anglo African Agriculture plc 
 
                           ("AAAP" or the "Company") 
 
                  DIRECTORS' REPORT AND FINANCIAL STATEMENTS 
 
                      FOR THE YEARED 31 OCTOBER 2021 
 
             Company Registration No. 07913053 (England and Wales) 
 
Overview 
 
The most recent financial period was a very disappointing year in that after 30 
months of trying to reverse the Comarco port and marine operations into AAA 
("the Company") the vendors decided in September 2021 to withdraw from the 
transaction.  AAA made a $1m loan available to Comarco in November 2018 for an 
initial period of 24 months (the "Loan"). The Loan was subsequently extended 
and was due for repayment on 30 September 2021. The Loan, together with accrued 
interest, amounting in aggregate to $1.5m, has now been repaid although no full 
and final settlement was signed by Comarco. 
 
As mentioned previously the Company's 100% subsidiary, Dynamic Intertrade, on 
its own cannot sustain an LSE listing. As a result of the aborted Comarco 
transaction the board is looking at various alternative transactions to 
increase the size of the Company and thus secure its future prospects. The 
Board recognises that it needs to find a transaction with certainty to prevent 
a repeat of the failed Comarco transaction and it is also aware of the recent 
FCA rule changes to Standard listing requirements. As such, the Board is also 
looking to complete a transaction as soon as practicably possible. 
 
AAA's primary operations and source of revenue remains Dynamic Intertrade 
("Dynamic"), our Cape Town based spice blender and trader. The Company's 
operations have been negatively affected by COVID-19 with sales in local 
currency falling 23.2% and 20.8% in reporting currency. This was primarily 
driven by the South African economy being impacted by COVID-19. In addition, 
fish stocks for Dynamic's largest customers dwindled and the clients in effect 
had no production for a number of months during the year under review. Lastly, 
the product mix requested by Dynamic's material customers changed and price 
increases could not be passed on to the company's customers, which reduced the 
gross margin. Group turnover reduced by 20.8% (2020: a reduction of 2.5%). 
Group operating losses decreased to £515,660(increased to £1,079,505 in 2020) 
for the current year. Included in the prior year's group operating losses is 
the impairment of the investment in AAA's subsidiary, Dynamic, amounting to £ 
226,644, being a once off write off. Excluding the impairment, normal operating 
losses for the year were £515,660 (2020: £852,861). 
 
COVID-19 has had a devasting effect on the world economy and social fabric. 
Although the company has been affected by the pandemic, the effects have been 
minimised. There is a concern however that the long term effects may be more 
than what is currently being experienced. 
 
As announced on 15 December 2021, since the year end we have reached agreement 
with all of AAA's creditors. This has left the group with a cash balance 
currently in excess of £0.4 million. 
 
Andrew Monk 
 
Non-Executive Chairman 
 
31st March 2022 
 
Directors and Advisors 
 
Directors:                                        Robert Scott 
 
                                                         Andrew Monk 
 
                                                          Matthew Bonner 
 
Secretary:                                        Stephen Clow 
 
Company Number:                         07913053 
 
Registered Address:                        Park House 
                                                          16-18 Finsbury Circus 
                                                          London 
                                                          EC2M 7EB 
 
Head Office                                     Park House 
                                                          16-18 Finsbury Circus 
                                                          London 
                                                          EC2M 7EB 
 
Financial Advisor and Broker       VSA Capital Limited 
                                                          Park House 
                                                          16-18 Finsbury Circus 
                                                          London 
                                                          EC2M 7EB 
 
Auditors                                           Jeffreys Henry LLP 
                                                          Finsgate 
                                                          5-7 Cranwood Street 
                                                          London 
                                                          EC1V 9EE 
 
Solicitors to the Company              Keystone Law 
 
                                                        48 Chancery Lane 
                                                        London 
                                                        WC2A 1JF 
 
Registrars                                      Neville Registrars Limited 
                                                        Neville House 
                                                        Steelpark Road 
                                                        Halesowen 
                                                        West Midlands 
                                                         B63 3DA 
 
Strategic Report 
 
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 as well as assist them 
in their decision making. 
 
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. 
 
As a Board, we must always seek and be open to feedback from anyone affected by 
our activities. This enables the Board to understand the impact of its 
decisions on key stakeholders, but also ensures that we are aware of any 
significant changes in the market or the external environment, including the 
identification of emerging risks, which can be fed into our strategy 
discussions and our risk management process. The Board considers our strategic 
stakeholders as follows: 
 
Customers 
 
We listened to our customers and endeavoured to supply them with relevant 
product - this was particularly true throughout the crisis where not only did 
we supply relevant products but also in line with safety protocols as 
recommended by the Government Health Department. 
 
Suppliers 
 
We have worked with a number of our suppliers for many years, and any loss of 
our sales or product mix impacts their business. We communicated to them where 
possible to reduce the impact on their businesses. 
 
Shareholders and Lenders 
 
We have a clear responsibility to engage with shareholders and lenders of our 
business and their views are an important driver of our strategy. We keep our 
shareholders regularly informed while lenders receive quarterly updates on the 
performance of the organisation. 
 
Staff 
 
During the year under review and in particular during the pandemic, Dynamic 
Intertrade endeavoured to keep its staff fully employed although operating 
times were erratic due to supply chain disruptions. We managed to do this, 
however in order to ensure we are competitive we underwent a s189 review of 
staffing efficiencies at our subsidiary during the year. This is now completed. 
 
During the year under review the group had 20 staff and directors. The company 
had 3 male directors. The subsidiary had 2 female and 2 male directors of which 
1 male director was a director of both. The subsidiary had 7 female and 6 male 
staff. 
 
Social, community and human rights issues 
 
The company and its subsidiary comply with all national and international laws 
and regulations pertaining to human rights and social interaction. 
Additionally, the South African subsidiary is ensuring, where possible, with 
BBBEE which aims to address the social, community and economic issues within 
the South African context. 
 
Review of the Group's Business 
 
Dynamic Intertrade (Pty) Ltd ("Dynamic") is based 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 the domestic 
market. 
 
Dynamic recorded a 20.8% reduction in top line revenue to £1.4 million (2020: a 
decrease of 2.5% to £1.77 million). The required product mix changed and lower 
margin commodities saw general price increases which could not be passed on to 
customers for our core spice lines of commodity paprika and chilli-based 
products as well as our value-added blended products. In addition, our major 
customers had a reduction in their fish supplies which affected production, and 
hence purchases, negatively for a number of months during the year under 
review. 
 
Gross profits decreased by 10.3% to £379,804 (ZAR7.7 million) for the current 
year (2020: a decrease of 29.3% to £423,509 (ZAR8.8 million)) and represents a 
27.05% gross margin (2020: 23.9%). 
 
Operating losses for the year decreased to £515,660 from £1,079,505 in 2020. 
 
Basic and diluted loss per share from continuing operations for the year was 
2.66p (2020: 5.16p). 
 
Financing 
 
During the year under review, the Company issued no new ordinary shares (2020: 
Nil). 
 
Acquisition Strategy 
 
The Directors continue to evaluate potential acquisition targets and mergers 
that would create a sustainable platform for the Group. 
 
Key Performance Indicators 
 
                              31 October  31 October 
 
                                 2021        2020 
 
                                   £           £ 
 
Turnover                        1,404,234   1,773,710 
 
Gross Profit                      379,804     423,509 
 
Cash on hand and in bank        1,109,774      45,251 
 
Underlying operating loss       (515,660) (1,079,505) 
 
 
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, to 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 and agri-processing sectors are highly competitive markets 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 these 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 security of supply, 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 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 and Dynamic 
Intertrade 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.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. 
 
xii.COVID-19 Risk 
 
The group has assessed the impact that the global COVID-19 pandemic has had on 
its operations. As stated above, the group supplies spices and spice blends to 
the food industry. The factory complies with FSSC requirements and as a result 
staff wear, as a matter of course, masks and sanitise regularly, and hence the 
COVID-19 preventative measures  have been adhered to. The majority of its 
customers supply their products to the lower end of the consumer spectrum. 
Based on the directors' assessment, the products that it supplies form an 
essential component of the flavour profile that the end consumers prefer to 
consume. Based on the group's assessment of the associated risks, the risks 
associated with the pandemic are as follows: 1) the risk that the gross margin 
will be squeezed, due to our customers' inability to pass on or absorb price 
increases; and 2) the risk that the end consumer will not be able to afford the 
prepacked flavoured food which could lead to our customers having an 
over-supply of our spices and spice blends. 
 
To manage the above risks, management are in regular contact with our customers 
and are actively exploring new markets and customers in order to diversify 
these risks. 
 
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 during the year under review. 
 
During the year, the Group raised additional equity funding of Nil (2020: £ 
102,676) in gross funding through share subscriptions to fund working capital. 
 
The directors have agreed to defer the payment of their directors fees until 
such time that the company is in a position to pay such fees without affecting 
its ability to pay current liabilities as they become due and without affecting 
its ability to support Dynamic Intertrade (Pty) Ltd, given the potential for 
future cashflow deficits. The Directors have prepared cash flow forecasts, 
which include several cost saving initiatives undertaken and the appointment of 
a chief executive officer, for the period ended 31 March 2023. These forecasts 
consider operating cash flows and capital expenditure requirements for the 
Company and Dynamic Intertrade, available working capital and forecast 
expenditure, including overheads and other costs. As in prior years, in the 
event that additional funding is required, the directors have agreed to 
participate in any fund raises that may be necessary at the time. Based upon 
the company's forecast, it has sufficient cash for the foreseeable future. 
 
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 31 March 2023. 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 31 March 2023. 
 
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 31 March 2023 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. For this 
reason, the directors believe that there is a material uncertainty relating to 
the group's going concern. 
 
As at year end, the transaction to acquire the port and marine assets of the 
Comarco Group had been terminated and the loan advanced to the Comarco Group 
and the interest charged thereon had been repaid by in full. It the intention 
of the directors to look for acquisitions to make the company more sustainable. 
 
On behalf of the Board 
Andrew Monk, Chairman 
31st March 2022 
 
The Directors present their Report and Financial Statements for the year ended 
31 October 2021. 
 
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. During the 
year Dynamic Intertrade consumed an average of 8,418 kwh (2020: 19,432kwh) per 
month based on using actual charges levied by the Cape Town City Council. As 
per the University of Cape Town's assessment of the South African average of 
1.015kg/kwh, the group contributed 102,539kg (2020: 236,682kg) of carbon 
emissions during the financial year. Due to the nature of the business, there 
is limited scope to reduce emissions materially as all power is sourced from 
the Cape Town City Council. There were no operations in the UK and as such no 
emissions in the UK. 
 
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 as well as ports and 
ancillary industries. 
 
Directors 
 
The following Directors have held office in the year: 
 
David Lenigas (Resigned 31 July 2021) 
 
Andrew Monk 
 
Robert Scott 
 
Matthew Bonner 
 
Andrew Monk, Non-Executive Chairman 
 
Andrew has a successful stock broking career spanning 38 years. In that time, 
he has built up strong relationships with many major UK institutions. He was 
employed by Hoare Govett ABN AMRO for 12 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. 
 
Robert Scott, Executive Director 
 
Rob has over 20 years of finance experience, with the last eleven 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 2021 is set out in 
note 8 of the accounts. None of the directors receive share options, long term 
incentives, bonus or the like as part of their remuneration packages. 
Remuneration for all directors, both executive and non-executive, is £1,000 per 
month. UK based directors have statutory National Health Insurance and Pension 
contributions added to their remuneration. There are no contracts in place for 
any of the company directors. 
 
Shareholding 
 
As at 31st March 2022, the Directors of the Company held the following shares: 
 
                        2021          2021          2020          2020 
 
Director            Shareholding  Percentage of Shareholding  Percentage of 
                                  the Company's               the Company's 
                                    Ordinary                    Ordinary 
                                  Share Capital               Share Capital 
 
David Lenigas           1,119,403         5.77%     1,119,403         5.77% 
(resigned) 
 
Andrew Monk**           1,106,338         5.04%     1,106,338         5.04% 
 
Robert Scott              213,231         0.97%       213,231         0.97% 
 
Matthew Bonner            165,891         0.76%       165,891         0.76% 
 
** Andrew Monk's entire shareholding is held within his SIPP (Fitel Nominees 
Limited) and Hargreaves Hale Limited. 
 
Share options and warrants 
 
As at 31 October 2021 the Directors share options and warrants were: 
 
                                                                     2021 
 
                                                                 Warrants @ 5p 
 
Director                                                           (expiring 
                                                                23 March 2023) 
 
Andrew Monk                                                           4,240,000 
 
Robert Scott                                                            820,000 
 
Matthew Bonner                                                          840,000 
 
                                                                      5,900,000 
 
                     2021            2021            2021            2021 
 
                Options at 20p   Options @ 11p  Warrants @ 20p   Warrants @ 5p 
 
Director           (expiring       (expiring       (expiring       (expiring 
                  5 September     5 September     5 September    24 July 2022) 
                     2022)           2022)           2022) 
 
Andrew Monk              91,952         100,000          69,033         622,233 
 
Robert Scott             50,000               -                         128,578 
 
Matthew Bonner          180,000               -               -         128,578 
 
                        321,952         100,000          69,033         879,389 
 
                     2020            2020            2020            2020 
 
                Options at 20p   Options @ 11p  Warrants @ 20p   Warrants @ 5p 
 
Director           (expiring       (expiring       (expiring       (expiring 
                  5 September     5 September     5 September    24 July 2022) 
                     2022)           2022)           2022) 
 
Andrew Monk              91,952         100,000          69,033         622,233 
 
Robert Scott             50,000               -                         128,578 
 
Matthew Bonner          180,000               -               -         128,578 
 
                        321,952         100,000          69,033         879,389 
 
The total warrants and share options outstanding at 31 October 2021 were 
25,379,430 (2020: 13,319,430). Refer to note 24 for more detail. 
 
Dividends 
 
No dividends will be distributed for the current year (2020 - 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 31 October 2021: 
 
                        2021          2021          2020          2020 
 
Shareholder         Shareholding  Percentage of Shareholding  Percentage of 
                                  the Company's               the Company's 
                                    Ordinary                    Ordinary 
                                  Share Capital               Share Capital 
 
Barclays Direct           726,113          3.3%     1,073,634          4.9% 
Investing Nominees 
Limited 
 
CGWL Nominees           1,256,338          5.7%     1,256,338          5.7% 
Limited 
 
Hargreaves Lansdown     1,121,892          5.1%       726,935          3.3% 
(Nominees) Limited 
 
HSBC Global Custody     1,591,847          7.2%     1,591,636          7.2% 
Nominee (Uk) 
Limited 
 
Interactive             2,943,459         13.4%     1,693,574          7.7% 
Investor Services 
Nominees Limited 
 
JIM Nominees            1,625,041          7.4%       981,309          4.5% 
Limited 
 
Lynchwood Nominees      5,150,000         23.4%     5,150,000         23.4% 
Limited 
 
Mike Joseph                     -          0.0%       750,000          3.4% 
 
Pershing Nominees       1,026,172          4.7%     1,026,172          4.7% 
Limited 
 
Vidacos Nominees        1,701,856          7.7%     2,413,845         11.0% 
Limited 
 
 
The Group has been informed of the following shareholdings that represent 3% or 
more of the issued Ordinary Shares of the Company as at 18th of March 2022: 
 
Substantial Interests as at 18 
March 2022 
 
Shareholder                      Shareholding  Percentage of 
                                               the Company's 
                                               Ordinary Share 
                                                  Capital 
 
Barclays Direct Investing              726,247          3.31% 
Nominees Limited 
 
CGWL Nominees Limited                1,356,338          6.17% 
 
Hargreaves Lansdown (Nominees)       1,167,851          5.32% 
Limited 
 
HSBC Global Custody Nominee          1,491,847          6.79% 
(Uk) Limited 
 
Interactive Investor Services        2,975,078         13.54% 
Nominees Limited 
 
JIM Nominees Limited                 1,625,041          7.40% 
 
Lynchwood Nominees Limited           5,150,000         23.45% 
 
Pershing Nominees Limited            1,026,172          4.67% 
 
Vidacos Nominees Limited             1,901,856          8.66% 
 
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 United Kingdom. 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 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 Group and Parent Company financial statements have been 
    prepared in accordance with IFRS as adopted by the United Kingdom, 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 Group and Parent 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 Group and 
Parent Company 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 Group and Parent Company's auditors are unaware; 
  * 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 Group and Parent Company's auditors are aware of that information, and 
  * 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 Dynamic Intertrade (Pty) Limited's 
office is located in South Africa. 
 
Events after the Reporting Period 
 
Further information on events after the reporting date is set out in note 33. 
 
Strategic Report 
 
In accordance with Section 414C (11) 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 pages 5 to 10. 
The directors' assessment of the risks faced by the Group are set out in the 
Strategic Report and in Note 30 to the financial statements. 
 
On Behalf of the Board 
Andrew Monk, Chairman 
31st March 2022 
 
Directors' Remuneration Report 
 
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 Matt Bonner. 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 schemes. 
The table indicates share options held by the current directors, directors of 
the subsidiary and former directors of the company. 
 
                     2021            2021            2020            2020 
 
Director           Warrants         Options        Warrants         Options 
 
Andrew Monk           4,931,266         191,952         691,266         191,952 
 
Robert Scott            820,000          50,000         128,578          50,000 
 
Matthew Bonner          968,578         180,000         128,578         180,000 
 
David Lenigas         1,060,000               -               -               - 
(resigned) 
 
Totals                7,779,844         421,952         948,422         421,952 
 
The Company has one executive director. 
 
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 2018. 
 
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 (Audited) 
 
Salaries and      Group         Group 
Fees 
 
                  2021          2020 
 
                    £             £ 
 
David Lenigas         9,000        12,000 
 
Robert Scott         12,000        12,000 
 
Andrew Monk *        13,966        13,896 
 
Matt Bonner          12,000        12,000 
 
                     46,966        49,896 
 
* Included in Andrew Monk's remuneration is £1,966 (2020: £1,896) for National 
Insurance. 
 
No pension contributions were made by the company on behalf of its directors 
other than for Andrew Monk. 
 
At the year-end a total of £70,232 (2020: £194,266) 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 31st March 2022. 
 
On Behalf of the Board 
 
Andrew Monk - Committee Chairman 
31st March 2022 
 
Chairman's Corporate Governance Statement 
 
The Directors recognise the importance of sound corporate governance while 
taking into account the Group's size and stage of development. We recognise 
that we require the company to: 
 
  * provide details of a recognised corporate governance code that the board of 
    directors has decided to apply 
  * explain how the Company complies with that code, and where it departs from 
    its chosen corporate governance code provide an explanation of the reasons 
    for doing so. 
 
The corporate governance disclosures need to be reviewed annually, and the 
company is also required to state the date on which these disclosures were last 
reviewed. This Chairman's Corporate Governance Statement sets out how Anglo 
African Agriculture Plc seeks to comply with these requirements. The Directors 
acknowledge that they have overall responsibility for the Company's system of 
internal control and for reviewing its effectiveness. Such a system is designed 
to manage rather than eliminate the risk of failure to achieve business 
objectives and even the most effective system can provide only reasonable, and 
not absolute, assurance with respect to the preparation of financial 
information and the safeguarding of assets. The close involvement of the 
Directors in all decisions and actions undertaken by the Company is intended to 
ensure that the risks to the Company are minimised. 
 
Overview 
 
As Chairman of the Board of Directors it is my responsibility to ensure that 
the company has both sound corporate governance and an effective Board. The 
company is listed on the main board of the London Stock Exchange and its 
principal activity is as an investor in the African continent. The Group is 
currently focused on companies located in South Africa. 
 
The company's Board has adopted the principles of the Quoted Companies Alliance 
Corporate Governance Code 2018 Edition (QCA Code) in accordance with the London 
Stock Exchange. The QCA Code identifies ten principles to be followed in order 
for companies to deliver growth in long term shareholder value, encompassing an 
efficient, effective and dynamic management framework accompanied by 
communication to promote confidence and trust. This report follows the 
structure of these guidelines and explains how we have applied the guidance as 
well as disclosing any areas of non-compliance. We will provide annual updates 
on our compliance with the QCA Code. The Board considers that the Group 
complies with the QCA Code so far as it is practicable having regard to the 
size, nature and current stage of development of the Company, and will disclose 
any areas of noncompliance in the text below. 
 
The sections below set out the ways in which the Group applies the ten 
principles of the QCA Code in support of the Group's medium to long-term 
success. 
 
Key governance changes during the year include the formal adoption of the QCA 
Code. 
 
QCA Principles 
 
1) Establish a strategy and business model which promotes long-term value for 
shareholders 
 
Anglo African Agriculture Plc is an investment company focused on opportunities 
principally in the African continent. The Company currently has an investment 
in the food sector in South Africa. 
 
The Company may exploit a wide range of investment opportunities within the 
target Sectors as they arise and, to this end, the Company has complete 
flexibility in selecting the specific investment and trading strategies that it 
sees fit in order to achieve its investment objective. In this regard, the 
Company may seek to gain Board representation and/or managerial control in its 
underlying investments if it deems to be the best way of generating value for 
Shareholders. Opportunities will be chosen through a careful selection process 
which will appraise both the fundamental factors specific to the opportunity as 
well as wider economic considerations. Typical factors that will be considered 
are the strength of management, the quality of the asset base, the investment's 
scale and growth potential, the commodity price outlook, any geopolitical 
concerns, the underlying financial position, future working capital 
requirements as well as potential exit routes. Investments may be in the form 
of buy-outs, controlling positions (whether initially or as a result of 
additional or follow-on investments) or strategic minority investments. There 
is no fixed limit on the number of projects or companies into which the Company 
may invest, nor the proportion of the Company's gross assets that any 
investment may represent at any time. No material change will be made to the 
Company's investing policy without the approval of Shareholders. 
 
Challenges to delivering strategy, long-term goals and capital appreciation are 
uncertain in relation to organisational, operational, financial and strategic 
risks, all of which are outlined in the Strategic Report on pages 7 - 9, as 
well as steps the Board takes to protect the Company by mitigating these risks 
and secure a long-term future for the Company. 
 
2) Seek to understand and meet shareholder needs and expectations 
 
The Board recognises the importance of communication with its stakeholders and 
is committed to establishing constructive relationships with investors and 
potential investors in order to assist it in developing an understanding of the 
views of its shareholders. The Company also maintains a dialogue with 
shareholders through formal meetings such as the AGM, which provides an 
opportunity to meet, listen and present to shareholders, and shareholders are 
encouraged to attend in order to express their views on the Company's business 
activities and performance. Members who have queries regarding the Company's 
AGM can contact the Company's Registrars, Neville Registrars or the Company 
Secretary. The Board welcomes feedback from key stakeholders and the Chairman 
of the Board is the shareholder liaison, who meets shareholders regularly, and 
informs other directors of their views and suggestions. Analysts provide the 
Board with updates on the Company's business and how strategy is being 
implemented, as well as to hear views and expectations from shareholders. The 
views of the shareholders expressed during these meetings are reported to the 
Board, ensuring that all members of the Board are fully aware of the thoughts 
and opinions of shareholders. The Company maintains effective contact with its 
principal shareholders and welcomes communications from its private investors. 
Information on the Investor Relations section of the Company's website is kept 
updated and contains details of relevant developments, Annual and Interim 
Results, Regulatory News Service announcements, presentations and other key 
information. 
 
3) Take into account wider stakeholder and social responsibilities and their 
implications for long-term success 
 
The Board recognises that the long-term success of the Company is reliant upon 
the efforts of employees, regulators and many other stakeholders. The Board has 
put in place a range of processes and systems to ensure that there is close 
oversight and contact with its key resources and relationships. The Company 
prepares and updates its strategic plan regularly together with a detailed 
rolling budget and financial projections which consider a wide range of key 
resources including staffing, consultants and utility providers. The Board is 
kept updated on questions / issues raised by stakeholders and incorporates 
information and feedback into future decision making. Anglo African Agriculture 
Plc fully abides by the provisions of the 2015 Modern Slavery Act. In 
accordance with its Code of Business Conduct and Ethics, the Company opposes 
the crime of slavery in all of its forms, including child labour, servitude, 
forced or compulsory labour and human trafficking. 
 
All employees within the Group are valued members of the team, and the Board 
seeks to implement provisions to retain and incentivise all its employees. The 
Group offers equal opportunities regardless of race, gender, gender identity or 
reassignment, age, disability, religion or sexual orientation. The directors 
are in constant contact with employees and seek to provide continual 
opportunities in which issues can be raised allowing for the provision of 
feedback. This feedback process helps to ensure that new issues and 
opportunities that arise may be used to further the success of the Company. 
Share options and other equity incentives are offered to employees. The Company 
complies fully with all employment legislation where it has operations. 
 
4) Embedded effective risk management, considering both opportunities and 
threats, throughout the organisation 
 
The Board recognises the need for an effective and well-defined risk management 
process and it oversees and regularly reviews the current risk management and 
internal control mechanisms. The Board regularly reviews the risks facing the 
Company as detailed in the Strategic Report and seeks to exploit, avoid or 
mitigate those risks as appropriate. The Board is responsible for the 
monitoring of financial performance against budget and forecast and the 
formulation of the Company's risk appetite including the identification, 
assessment and monitoring of the Company's principal risks. Additionally, the 
Board reviews the mechanisms of internal control and risk management it has 
implemented on an annual basis and assesses both for effectiveness. On the 
wider aspects of internal control, relating to operational and compliance 
controls and risk management, the Board, in setting the control environment, 
identifies, reviews, and regularly reports on the key areas of business risk 
facing the Group. 
 
The Group Board and subsidiary Boards maintain close day to day involvement in 
all of the Group's activities which enables control to be achieved and 
maintained. This includes the comprehensive review of both management and 
technical reports, the monitoring of interest rates, environmental 
considerations, government and fiscal policy issues, employment and information 
technology requirements and cash control procedures. In this way, the key risk 
areas can be monitored effectively, and specialist expertise applied in a 
timely and productive manner. 
 
The effectiveness of the Group's system of internal financial controls, for the 
year to 31 October 2021 and for the period to the date of approval of the 
financial statements, has been reviewed by the Directors. Whilst they are aware 
that although no system can provide for absolute assurance against material 
misstatement or loss, they are satisfied that effective controls are in place. 
 
5) Maintain the Board as a well-functioning, balanced team led by the Chair 
 
The Board recognises the QCA recommendation for a balance between Executive and 
Non-Executive Directors and the recommendation that there be at least two 
Independent Non-Executives. The Board currently comprises of one Executive 
Director, two Non-Executive Directors and one Non-Executive Chairman. The Board 
will take this into account when considering future appointments. However, all 
Directors are encouraged to use their judgement and to challenge matters, 
whether strategic or operational, enabling the Board to discharge its duties 
and responsibilities effectively. The Board maintains that the Board's 
composition will be frequently reviewed as the Company develops. The Company is 
small and as a result has an audit and risk committee and a remuneration and 
nominations committee. It is not deemed appropriate to have more committees. 
 
The Group is controlled and led by the Board of Directors with an established 
schedule of matters reserved for their specific approval. The Board meets 
regularly throughout the year and is responsible for the overall Group 
strategy, acquisition and divestment policy, approval of major capital 
expenditure and consideration of significant financial matters. It reviews the 
strategic direction of the Company and its individual subsidiaries, their 
annual budgets, their progress towards achievement of these budgets and their 
capital expenditure programmes. The role of the Chairman is to supervise the 
Board and to ensure its effective control of the business, and that of the 
Executive Director is to manage the Group on the Board's behalf. All Board 
members have access, at all times, to sufficient information about the 
business, to enable them to fully discharge their duties. Also, procedures 
exist covering the circumstances under which the Directors may need to obtain 
independent professional advice. The Board meets regularly and is responsible 
for formulating, reviewing and approving the Group's strategy, budgets, 
performance, major capital expenditure and corporate actions. Detailed 
biographies of the Board members can be found on the website and summaries can 
be found on page 11. 
 
Throughout the year, there have been four Board meetings, with all meetings 
being quorate. The Directors of the Company are committed to sound governance 
of the business and each devotes enough time to ensure this happens. 
 
Directors' conflict of interest 
 
The Board is aware of the other commitments and interests of its Directors, and 
changes to these commitments and interests are reported to and, where 
appropriate, agreed with the rest of the Board. 
 
6) Ensure that between them the Directors have the necessary up-to-date 
experience, skills and capabilities 
 
The Company believes that the current balance of skills in the Board as a whole 
reflects a very broad range of personal, commercial and professional skills, 
and notes the range of financial and managerial skills. The Non-Executive 
Directors maintain ongoing communications with the Executive between formal 
Board meetings. Biographical details of the Directors can be found on the 
Company's website and in the Directors' Report of this report. 
 
Stephen Clow is the Company Secretary and helps the Company comply with all 
applicable rules, regulations and obligations governing its operation.  The 
company can also draw on the advice of its solicitors and corporate and 
financial advisors - VSA Capital. The Directors have access to all advisors, 
Company Secretary, lawyers and auditors as and when required and are able to 
obtain advice from other external bodies when necessary. If required, the 
Directors are entitled to take independent legal advice and if the Board is 
informed in advance, the cost of the advice will be reimbursed by the Company. 
Board composition is always a factor for consideration in relation to 
succession planning. The Board will seek to consider any Board imbalances for 
future nominations, with areas considered including board independence and 
gender balance. The Group considers however that at this stage of its 
development and given the current size of its Board, it is not necessary to 
establish a formal Nominations Committee. Instead, the appointments to the 
Board are made by the Board as a whole and this position is reviewed on a 
regular basis by the Board. 
 
7) Evaluate Board performance based on clear and relevant objectives, seeking 
continuous improvement 
 
The Directors consider that the Company and Board are not yet of a sufficient 
size for a full Board evaluation to make commercial and practical sense. In the 
frequent Board meetings/calls, the Directors can discuss any areas where they 
feel a change would benefit the Company, and the Company Secretary remains on 
hand to provide impartial advice. As the Company grows, it expects to expand 
the Board and with the Board expansion, re-consider the need for Board 
evaluation. The Board continues to conduct internal and external Board 
evaluations which consider the balance of skills, experience, independence and 
knowledge of the Company. The evaluation process, the Board refreshment, use of 
third-party search companies and succession planning elements are discussed. 
The Board evaluation of the Executives' performance is carried out on a regular 
basis. Given the level of activity and size of the Company, no other evaluation 
is seen as appropriate. In view of the size of the Board, the responsibility 
for proposing and considering candidates for appointment to the Board as well 
as succession planning is retained by the Board. All Directors submit 
themselves for re-election at the AGM at regular intervals. 
 
8) Promote a corporate culture that is based on ethical values and behaviours 
 
The Board recognises that its decisions regarding strategy and risk will impact 
the corporate culture of the Company as a whole and that this will impact the 
performance of the Company. The Board is aware that the tone and culture set by 
the Board will greatly impact all aspects of the Company as a whole and the way 
that employees behave. The corporate governance arrangements that the Board has 
adopted are designed to ensure that the Company delivers long term value to its 
shareholders, and that shareholders have the opportunity to express their views 
and expectations for the Company in a manner that encourages open dialogue with 
the Board. Therefore, the importance of sound ethical values and behaviours is 
crucial to the ability of the Company to successfully achieve its corporate 
objectives. The Board places great importance on their responsibility for 
producing accurate financial statements. The Board also places great importance 
on accuracy and honesty and seeks to ensure that this aspect of corporate life 
flows through all that the Company does. A large part of the Company's 
activities is centred upon an open and respectful dialogue with employees, 
clients and other stakeholders. Therefore, the importance of sound ethical 
values and behaviours is crucial to the ability of the Company to successfully 
achieve its corporate objectives. The Directors consider that the Company has 
an open culture facilitating comprehensive dialogue and feedback and enabling 
positive and constructive challenge. Whilst the Company has a small number of 
employees, the Board maintains that as the company grows it intends to maintain 
and develop strong processes which promote ethical values and behaviours across 
all hierarchies. 
 
The Board has adopted an anti-corruption and bribery policy (Bribery Policy). 
The Bribery Policy applies to all Directors and employees of the Group, and 
sets out their responsibilities in observing and upholding a zero-tolerance 
position on bribery and corruption, as well as providing guidance to those 
working for the Company on how to recognise and deal with bribery and 
corruption issues and the potential consequences. 
 
The Board complies with Rules relating to dealings in the Company's securities 
by the Directors and other Applicable Employees. To this end, the Company has 
adopted a code for Directors' dealings appropriate for a company whose shares 
are admitted to trading on LSE and takes all reasonable steps to ensure 
compliance by the Directors and any relevant employees. 
 
9) Maintain governance structures and processes that are fit for purpose and 
support good decision-making by the Board 
 
The Board is committed to, and ultimately responsible for, high standards of 
corporate governance. The Board reviews the Company's corporate governance 
arrangements regularly and expect to evolve this over time, in line with the 
Company's growth. 
 
The Board delegates responsibilities to Committees and individuals as it sees 
fit. 
 
The Chairman's principal responsibilities are to ensure that the Company and 
its Board are acting in the best interests of shareholders. 
 
His leadership of the Board is undertaken in a manner which ensures that the 
Board retains integrity and effectiveness and includes creating the right Board 
dynamic and ensuring that all important matters, in particular strategic 
decisions, receive adequate time and attention at Board meetings. 
 
The Chairman of Anglo African Agriculture is the key contact for shareholder 
liaison and all other stakeholders. 
 
The Executive Director is responsible for the general day-to-day running of the 
business and developing corporate strategy. 
 
The Executive Director has, through powers delegated by the Board, the 
responsibility for leadership of the management team in the execution of the 
Group's strategies and policies and for the day-to-day management of the 
business. He is responsible for the general day-to-day running of the business 
and developing corporate strategy while the Non-Executive Directors are tasked 
with constructively challenging the decisions of executive management and 
satisfying themselves that the systems of business risk management and internal 
financial controls are robust. 
 
All Directors participate in the key areas of decision-making, including the 
following matters: 
 
  * Strategy 
  * Budgets 
  * Performance 
  * Major Capital Expenditure 
  * Corporate Actions 
 
The Board would normally delegate authority to a number of specific Committees 
to assist in meeting its business objectives, and the Committees, comprising of 
at least two independent Non-Executive Directors, would meet independently of 
Board meetings. 
 
However, the current Board structure does not permit this, and the Directors 
will seek to take this into account when considering future appointments. As a 
result, matters that would normally be referred to the Nominations Committee 
are dealt with by the Remuneration Committee. 
 
The Chairman and the Board continue to monitor and evolve the Company's 
corporate governance structures and processes, and maintain that these will 
evolve over time, in line with the Company's growth and development. 
 
10) Communicate how the company is governed and is performing by maintaining a 
dialogue with shareholders and other relevant stakeholders 
 
The Board is committed to maintaining effective communication and having 
constructive dialogue with its stakeholders. The Company intends to have 
ongoing relationships with both its private and institutional shareholders 
(through meetings and presentations), and for them to have the opportunity to 
discuss issues and provide feedback at meetings with the Company. In addition, 
all shareholders are encouraged to attend the Company's Annual General Meeting. 
The Board already discloses the result of General Meetings by way of 
announcement and discloses the proxy voting numbers to those attending the 
meetings. In order to improve transparency, the Board has committed to 
publishing proxy voting results on its website in the future. 
 
The Company communicates with shareholders through the Annual Report and 
Accounts, full-year and half-year results announcements and the Annual General 
Meeting (AGM). Information on the Investor Relations section of the Group's 
website is kept updated and contains details of relevant developments, 
regulatory announcements, financial reports and shareholder circulars. A range 
of corporate information (including all Company announcements and 
presentations) is also available to shareholders, investors and the public on 
the Company's corporate website. 
 
Shareholders with a specific enquiry can contact us on the website contact 
page. The Company uses electronic communications with shareholders in order to 
maximise efficiency. 
 
On behalf of the Board 
 
Andrew Monk, Chairman 
31st March 2022 
 
Corporate Governance Report 
 
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 2018. 
 
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. 
 
The board currently comprises of two non-executive directors and one executive 
director. Andrew Monk was appointed chairman on 31 July 2021. 
 
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 four Board meetings that were held. The previous 
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 2021, there were four Board meetings, two 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. 
 
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 
2021 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 Andrew Monk, the Chairman, and 
comprises Robert Scott and Matthew Bonner. 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 auditor's 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 £Nil (2020: £800). 
 
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 
 
Andrew Monk, Chairman 
31st March 2022 
 
Independent Auditor's Report 
 
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 2021 which comprise the Group and Company statements of comprehensive 
income, statements of changes in equity, statements of financial position, 
statements 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 United Kingdom. 
 
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 2021 and of 
    the Group's 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 United Kingdom; 
  * the financial statements have been prepared in accordance with the 
    requirements of the Companies Act 2006. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the 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 2a in the financial statements, which explains that 
the Group has incurred significant operating losses and negative cash flows 
from operations. The Group forecasts indicate that no additional funding will 
be required and that sufficient cash should be available for the following 12 
months to settle all working capital requirements. 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. Furthermore, the directors have agreed to defer 
the payment of their fees until such time that the company is in a position to 
pay such fees without affecting its ability to pay current liabilities as 
become due and without affecting its ability to support its subsidiary, Dynamic 
Intertrade (Pty) Ltd, given the potential for future cashflow deficits. These 
events or conditions, along with other matters as set out in note 2a indicate 
that a material uncertainty exists that may cast significant doubt on the 
Group's ability to continue as a going concern. Our opinion is not modified in 
respect of this matter. 
 
In auditing the financial statements, we have concluded that the directors' use 
of the going concern basis of accounting in the preparation of the financial 
statements is appropriate. Our evaluation of the directors' assessment of the 
entity's ability to continue to adopt the going concern basis of accounting 
included: 
 
  * a review of management's budgets and cashflow forecasts for the 12 months 
    from proposed sign off date; 
  * a review of the inputs and assumptions utilised in the budgets and cashflow 
    forecasts taking into account our knowledge of the group and its levels of 
    operating cashflows; 
  * obtaining signed salary deferral letters from the directors of the Company 
    to ensure the Group maintains a positive cashflow balance; 
  * stress testing of the forecasted cashflows and comparison to actual result 
    post year-end to date; 
  * a review of the cash balances held by the group at year end date and at 
    sign-off date. 
 
Our responsibilities and the responsibilities of the directors with respect to 
going concern are described in the relevant sections of this report. 
 
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: 
 
  * Recoverability of the long-term loans 
  * Carrying value 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 and 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 
 
Carrying value of the long-term loans 
(Group & Parent) 
The Company had long term loans owed  The analysis work undertaken by the 
of £1,002,918 at the year ended 31    directors shows that the subsidiary 
October 2021. (31 October 2020: £     is not expected to remain cash 
884,651).                             generative and profitable based on 
The Directors have confirmed the      their current business, thus a full 
loans are all treated as long term,   impairment was considered 
with flexible repayment terms, with   appropriate. We have understood and 
interest all rolled up and included   assessed the methodology used by the 
in any repayment due.                 directors in this analysis and 
The Company had a long-term loan to   determined it to be reasonable. 
Dynamic Intertrade (Pty) Limited of £ We reviewed the component auditor's 
504,820 and interest of accrued of £  working papers and carried out 
137,541 (31 October 2020: £415,000    additional testing on high-risk 
and interest accrued of £109,094) at  areas. 
the year ended 31 October 2021.       Touchwood Investments Limited, also 
The Company had a short-term loan to  known as the Comarco Group, operates 
Dynamic Intertrade Limited of £       a port in Mombasa. The Comarco Group 
360,557 (31 October 2020: £360,557)   has fully repaid the loan to The 
at the year ended 31 October 2021.    Company before the year end. 
Upon review, both intercompany loans  We have confirmed the interest has 
and interest have been impaired, and  been accrued correctly and agreed the 
a corresponding provision has been    loan to the signed agreement. 
made against these balances. 
The Group and Company had a loan to 
Touchwood Investments Limited of £nil 
(31 October 2020: £994,729) at the 
year ended 31 October 2021 - this 
loan was fully repaid during the 
year. 
 
Carrying value of the 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 £nil (31  the performance to date alongside 
October 2020: £71,271).               previously forecasted profits, the 
The directors have assessed whether   subsidiary is not performing as 
the investment shows any indicators   expected and is loss making. 
of impairment - the investment has    We reviewed the latest management 
been fully impaired in the current    accounts post-year end for the 
year.                                 subsidiary and agree with 
                                      management's decision to fully impair 
                                      this investment. 
 
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       £24,600 (31 October 2020: £22,200 (31 October 2020: 
                          £83,000).                 £56,000). 
 
How we determined it      Based on 10% of loss      Based on 10% of loss 
                          before tax                before tax. 
 
Rationale for             We believe that loss      We believe that loss 
benchmark 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 £14,000 and £22,200. 
 
We agreed with the Audit Committee that we would report to them misstatements 
identified during our audit above £1,230 (Group audit) (31 October 2020: £ 
4,150) and £1,110 (Company audit) (31 October 2020: £2,800) 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 3 reporting units, 
comprising the Group's operating businesses and holding companies. 
 
We performed audits of the complete financial information of Anglo African 
Agriculture Plc and Dynamic Intertrade (Pty) Limited 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 
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 the part of the directors' remuneration report to be audited has 
been properly prepared in accordance with 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; and 
  * the Directors' Remuneration report has been properly prepared in accordance 
    with the Companies Act 2006. 
 
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 14, 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. 
 
Explanation as to what extent the audit was considered capable of detecting 
irregularities, including fraud 
 
Our approach to identifying and assessing the risks of material misstatement in 
respect of irregularities, including fraud and non-compliance with laws and 
regulations, was as follows: 
 
  * the senior statutory auditor ensured the engagement team collectively had 
    the appropriate competence, capabilities and skills to identify or 
    recognise non-compliance with applicable laws and regulations. 
  * we identified the laws and regulations applicable to the group through 
    discussions with directors and other management. 
  * we focused on specific laws and regulations which we considered may have a 
    direct material effect on the financial statements or the operations of the 
    company, including taxation legislation, data protection, anti-bribery, 
    employment, environmental, health and safety legislation and anti-money 
    laundering regulations. 
  * we assessed the extent of compliance with the laws and regulations 
    identified above through making enquiries of management and inspecting 
    legal correspondence. 
  * identified laws and regulations were communicated within the audit team 
    regularly and the team remained alert to instances of non-compliance 
    throughout the audit; and 
  * we assessed the susceptibility of the group's financial statements to 
    material misstatement, including obtaining an understanding of how fraud 
    might occur, by: 
      + making enquiries of management as to where they considered there was 
        susceptibility to fraud, their knowledge of actual, suspected and 
        alleged fraud; 
      + considering the internal controls in place to mitigate risks of fraud 
        and non-compliance with laws and regulations. 
 
To address the risk of fraud through management bias and override of controls, 
we: 
 
  * performed analytical procedures to identify any unusual or unexpected 
    relationships; 
  * tested journal entries to identify unusual transactions; 
  * assessed whether judgements and assumptions made in determining the 
    accounting estimates set out in note 3 of the group financial statements 
    were indicative of potential bias; 
  * investigated the rationale behind significant or unusual transactions. 
 
In response to the risk of irregularities and non-compliance with laws and 
regulations, we designed procedures which included, but were not limited to: 
 
  * agreeing financial statement disclosures to underlying supporting 
    documentation; 
  * reading the minutes of meetings of those charged with governance; 
  * enquiring of management as to actual and potential litigation and claims; 
  * reviewing correspondence with HMRC and the group's legal advisors. 
 
There are inherent limitations in our audit procedures described above. The 
more removed those laws and regulations are from financial transactions, the 
less likely it is that we would become aware of noncompliance. Auditing 
standards also limit the audit procedures required to identify non-compliance 
with laws and regulations to enquiry of the directors and other management and 
the inspection of regulatory and legal correspondence, if any. 
 
Material misstatements that arise due to fraud can be harder to detect than 
those that arise from error as they may involve deliberate concealment or 
collusion. 
 
A further description of our responsibilities for the audit of the financial 
statements is located on the Financial Reporting Council's website at: http:// 
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 8 years, covering the periods ending 31 March 2013 to 31 
October 2021. 
 
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. 
 
Sudhir Rawal (Senior Statutory Auditor) 
 
For and on behalf of Jeffreys Henry LLP, Statutory Auditor 
 
Finsgate 
5-7 Cranwood Street 
London EC1V 9EE 
31st March 2022 
 
Statement of Comprehensive Income 
 
For the Year Ended 31 October 2021 
 
                                       Group       Group      Company     Company 
 
                                    Year ended  Year ended  Year ended  Year ended 
 
                                    31 October  31 October  31 October  31 October 
 
                              Notes    2021        2020        2021        2020 
 
                                         £           £           £           £ 
 
Revenue from Contracts with     5     1,404,234   1,773,710           -           - 
Customers 
 
Cost of Sales                       (1,024,430) (1,350,201)           -           - 
 
Gross Profit                            379,804     423,509           -           - 
 
Other Income                    6             -       3,000           -       3,000 
 
Administrative expenses         9     (895,464) (1,139,219)   (345,735)   (524,165) 
 
Admission expenses              9             -   (140,151)           -   (140,151) 
 
Impairments                    10             -   (226,644)   (161,091) (1,111,295) 
 
Operating loss                        (515,660) (1,079,505)   (506,826) (1,772,611) 
 
Finance costs                  11     (224,631)    (96,943)    (99,785)    (30,082) 
 
Finance income                 12       155,658     140,963     158,568     182,685 
 
Loss for the year from                (584,633) (1,035,485)   (448,043) (1,620,008) 
continuing operations 
 
Tax on loss on ordinary        13                         -                       - 
activities 
 
Loss for the year from                (584,633) (1,035,485)   (448,043) (1,620,008) 
continuing operations 
 
Total comprehensive loss for          (584,633) (1,035,485)   (448,043) (1,620,008) 
the year from continuing 
operations 
 
Loss attributable to ordinary         (584,633) (1,035,485)   (448,043) (1,620,008) 
shareholders 
 
Total comprehensive loss              (584,633) (1,035,485)   (448,043) (1,620,008) 
attributable to ordinary 
shareholders 
 
Basic and diluted earnings     14       (2.66p)     (5.16p) 
per share 
 
All amounts relate to continuing operations. 
 
Group Statement of Changes in Equity 
 
         Group            Share     Share     Share     Equity     Retained      Total 
                         Capital   Premium    Based   Portion of   Earnings     Equity 
                                            Payments  Convertible 
                                             Reserve  Loan Notes 
 
                            £         £         £          £           £           £ 
 
Balance at 31 October     387,984 2,519,909    83,377           - (2,796,409)     194,861 
2019 
 
Share Issue                51,338    51,338         -           -           -     102,676 
 
Loss for the year               -         -         -           - (1,035,485) (1,035,485) 
 
Balance at 31 October     439,322 2,571,247    83,377           - (3,831,894)   (737,948) 
2020 
 
Equity portion of               -         -         -      74,935           -      74,935 
Convertible Loan Notes 
issued during the year 
 
Loss for the year               -         -         -           -   (584,633)   (584,633) 
 
Balance at 31 October     439,322 2,571,247    83,377      74,935 (4,416,527) (1,247,646) 
2021 
 
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 
 
        Company           Share     Share     Share     Equity     Retained      Total 
                         Capital   Premium    Based   Portion of   Earnings     Equity 
                                            Payments  Convertible 
                                             Reserve  Loan Notes 
 
                            £         £         £          £           £           £ 
 
Balance at 31 October     387,984 2,519,909    83,377           - (1,849,222)   1,142,048 
2019 
 
Share Issue                51,338    51,338         -           -           -     102,676 
 
Loss for the year               -         -         -           - (1,620,008) (1,620,008) 
 
Balance at 31 October     439,322 2,571,247    83,377           - (3,469,230)   (375,284) 
2020 
 
Equity portion of               -         -         -      74,935           -      74,935 
Convertible Loan Notes 
issued during the year 
 
Loss for the year               -         -         -           -   (448,043)   (448,043) 
 
Balance at 31 October     439,322 2,571,247    83,377      74,935 (3,917,273)   (748,392) 
2021 
 
Statement of the Financial Position 
 
                                       Group       Group      Company     Company 
 
                              Notes    2021        2020        2021        2020 
 
                                         £           £           £           £ 
 
Assets 
 
Non-Current Assets 
 
Investment in Subsidiaries     15             -           -           -      71,271 
 
Long Term Intercompany Loans   16             -           -           -           - 
 
Property, Plant and Equipment  17        13,769      15,298           -           - 
 
Right of Use Asset             28       341,905     409,424           -           - 
 
Loan receivable                18             -     994,729           -     994,729 
 
 Total Non-Current Assets               355,674   1,419,451           -   1,066,000 
 
Current Assets 
 
Investment in Associate        15         6,154       6,154       6,154       6,154 
(held for sale) 
 
Inventories                    19        42,682     181,708           -           - 
 
Trade and Other Receivables    20       297,800     291,939      28,737      12,163 
 
Cash and Cash Equivalents      21     1,109,774      45,251   1,108,476      25,624 
 
 Total Current Assets                 1,456,410     525,052   1,143,367      43,941 
 
Total Assets                          1,812,084   1,944,503   1,143,367   1,109,941 
 
Equity and Liabilities 
 
Share Capital                  23       439,322     439,322     439,322     439,322 
 
Share Premium Account          23     2,571,247   2,571,247   2,571,247   2,571,247 
 
Share-Based Payments Reserve   24        83,377      83,377      83,377      83,377 
 
Equity Portion of Convertible  25        74,935           -      74,935           - 
Loan Notes 
 
Retained Earnings                   (4,416,527) (3,831,894) (3,917,273) (3,469,230) 
 
Total Equity                        (1,247,646)   (737,948)   (748,392)   (375,284) 
 
Non-Current Liabilities 
 
Non-Current Lease Liabilities  28       269,215     344,025           -           - 
 
Borrowings                     27       466,064     428,719           -           - 
 
Convertible Loan Notes         26       778,065     250,000     778,065     250,000 
 
Total Non-Current Liabilities         1,513,344   1,022,744     778,065     250,000 
 
Current Liabilities 
 
Current Lease Liabilities      28        77,887      66,477           -           - 
 
Trade and Other Payables       22     1,468,499   1,593,230   1,113,694   1,235,225 
 
Total Current Liabilities             1,546,386   1,659,707   1,113,694   1,235,225 
 
Total Equity and Liabilities          1,812,084   1,944,503   1,143,367   1,109,941 
 
The notes on pages 36 to 83 form part of these financial statements 
 
Approved by the Board and authorised for issue on 31st March 2022. 
 
Andrew Monk, Non-Executive Chairman 
Company Registration No. 07913053 
 
Statement of Cash Flow 
 
                                        Group       Group      Company     Company 
 
                                     Year ended  Year ended  Year ended  Year ended 
 
                                     31 October  31 October  31 October  31 October 
 
                              Notes     2021        2020        2021        2020 
 
                                          £           £           £           £ 
 
Cash flows from operating 
activities 
 
Operating loss                         (515,660) (1,079,505)   (506,826) (1,772,611) 
 
Adjustments for: 
 
Add: Depreciation             17,28       78,109      38,322           -           - 
 
Add: Impairment of investment   10             -     226,644     161,091   1,111,295 
 
Add: Settlement discounts                      -           -           -           - 
received 
 
Add: (Profit)/loss on           17           139           -           -           - 
disposal of property, plant 
and equipment 
 
Add: unrealised foreign                 (65,301)      74,572           -      17,321 
exchange loss 
 
Finance costs paid              11      (93,378)    (69,853)           -     (2,992) 
 
Interest received               12       155,658         492     149,359           - 
 
Changes in working capital 
 
Decrease in inventories                  137,401   (119,133)           -           - 
 
(Increase) / decrease in                 (8,363)     102,640    (16,574)      13,499 
receivables 
 
Increase / (decrease) in                 262,565     719,314     212,409     562,053 
payables 
 
Net cash flow from operating            (48,830)   (106,507)       (541)    (71,435) 
activities 
 
Investing Activities 
 
Acquisition of property,        17       (8,767)     (3,423)           -           - 
plant and equipment 
 
Foreign exchange movements      17           433       2,190           -           - 
 
Increase in Intercompany                       -           -    (80,611)           - 
Loans Receivable 
 
Loans Receivable repaid         18       944,004           -     944,004           - 
 
Net cash flow from investing             935,670     (1,233)     863,393           - 
activities 
 
Cash flows from financing 
activities: 
 
Net proceeds from issue of      23             -     102,676           -     102,676 
shares 
 
Convertible loan notes issued   26       220,000           -     220,000           - 
 
Increase / (Decrease) in        29        32,973      38,687           -    (10,000) 
borrowings 
 
Foreign exchange movements      29       (8,043)      26,941           -           - 
 
Capital repayments of lease             (67,071)    (20,471)           -           - 
liability 
 
Net cash flow from financing             177,859     147,833     220,000      92,676 
activities 
 
Net cash flow for the period    29     1,064,699      40,093   1,082,852      21,241 
 
Opening Cash and cash                     45,251       5,218      25,624       4,383 
equivalents 
 
Foreign exchange movements      29         (176)        (60)           -           - 
 
Closing Cash and cash         21/29    1,109,774      45,251   1,108,476      25,624 
equivalents 
 
Notes to Group Annual 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 advisors to the Company are 
presented on the Directors and Advisors 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 2021 with comparatives for the year 
ended 31 October 2020. 
 
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 United Kingdom (IFRS as adopted by the UK), 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 in the Group's reporting currency of Pound Sterling. 
 
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. 
 
There remains an active and liquid market for the Group's shares. 
 
As at 31 October 2021 the Group held £1,109,774 (2020: £45,251) in cash and 
cash equivalents. 
 
The directors have agreed to defer the payment of their directors fees until 
such time that the company is in a position to pay such fees without affecting 
its ability to pay current liabilities as they become due and without affecting 
its ability to support Dynamic Intertrade (Pty) Ltd, given the potential for 
future cashflow deficits. The Directors have prepared cash flow forecasts, 
which include several cost saving initiatives undertaken and the appointment of 
a chief executive officer, for the period ended 31 March 2023. These forecasts 
consider operating cash flows and capital expenditure requirements for the 
Company and Dynamic Intertrade, available working capital and forecast 
expenditure, including overheads and other costs. The forecasts include 
additional funding requirements, which the directors believe will be met. As in 
prior years, in the event that additional funding is required, the directors 
have agreed to participate in any fund raises that may be necessary at the 
time. Based upon the company's forecast, it has sufficient cash for the 
foreseeable future. 
 
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 31 March 2023. 
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 
31 March 2023. 
 
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 31 March 2023 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. For this 
reason, the directors believe that there is a material uncertainty relating to 
the group's going concern. 
 
b. New and Amended Standards Adopted by the Company 
 
The group have implemented IFRS as adopted by UK. At the point of transition 
from IFRS as adopted by EU the underlying requirements were identical. The 
following standards, amendments and interpretations are new and effective for 
the year ended 31 October 2021 and have been adopted. None of the IFRS 
standards below had a material impact on the financial statements. 
 
                                                                Application date 
                                                                of standard 
Reference     Title                     Summary                 (Periods 
                                                                commencing on or 
                                                                after) 
 
IFRS 3    Business      Amends the definition of a business and 
          combinations  whether a transaction is accounted for    1 October 2020 
                        a business combination or an asset 
                        acquisition. 
 
IAS 1 and 'Presentation i) Use a consistent definition of         1 October 2020 
IAS 8     of Financial  materiality throughout IFRSs and the 
          Statements'   Conceptual Framework for Financial 
          and           Reporting; 
           'Accounting  ii) Clarify the explanation of the 
          policies,     definition of material; and 
          changes in    iii) Incorporate some of the guidance 
          accounting    in IAS 1 about immaterial information. 
          estimates and 
          errors' 
 
IFRS 9,                 Interest rate benchmark reform - Phase    1 October 2020 
IAS 39                  1. 
and                     The phase 1 amendments provide certain 
IFRS 7                  reliefs in connection with interest 
                        rate benchmark. The reliefs relate to 
                        hedge accounting and have the effect 
                        that IBOR reform should not generally 
                        cause hedge accounting to terminate. 
 
The following new standards, amendments to standards and interpretations have 
been issued, but are not effective for the financial year beginning 1 November 
2021 and have not been early adopted: 
 
                                                                Application date 
                                                                of standard 
Reference     Title                     Summary                 (Periods 
                                                                commencing on or 
                                                                after) 
 
IFRS 16   Leases        COVID-19 related rent concessions           1 April 2021 
                        Extension of the practical expedient 
 
IFRS 4,                 Interest rate benchmark reform - Phase    1 January 2021 
IAS 7 and               2. 
IFRS 16                 The Phase 2 amendments address issues 
                        that arise from the implementation of 
                        the reforms, including the replacement 
                        of one benchmark with an alternative 
                        one. The Phase 2 amendments provide 
                        additional temporary reliefs from 
                        applying specific IAS 39 and IFRS 9 
                        hedge accounting requirements to 
                        hedging relationships directly affected 
                        by IBOR reform. 
 
IFRS 3    Business      Updating a reference in IFRS 3 to the     1 January 2022 
          Combinations  Conceptual Framework for Financial 
                        Reporting without changing the 
                        accounting requirements for business 
                        combinations. 
 
IAS 16    Property,     Prohibits a company from deducting from   1 January 2022 
          Plant and     the cost of property, plant and 
          Equipment     equipment amounts received from selling 
                        items produced while the company is 
                        preparing the asset for its intended 
                        use. Instead, a company will recognise 
                        such sales proceeds and related cost in 
                        profit or loss. 
 
IAS 37    Provisions,   Specifies which costs a company           1 January 2022 
          contingent    includes when assessing whether a 
          liabilities   contract will be loss-making. 
          and 
          contingent 
          assets 
 
IAS 1     Presentation  Clarifies that liabilities are            1 January 2023 
          of Financial  classified as either current or 
          Statements    noncurrent, depending on the rights 
                        that exist at the end of the reporting 
                        period. Classification is unaffected by 
                        the expectations of the entity or 
                        events after the reporting date (for 
                        example, the receipt of a waiver or a 
                        breach of covenant). The amendment also 
                        clarifies what IAS 1 means when it 
                        refers to the 'settlement' of a 
                        liability. 
 
IAS 1 and 'Presentation Amendments to improve accounting policy   1 January 2023 
IAS 8     of Financial  disclosures and to help users of the 
          Statements'   financial statements to distinguish 
          and           between changes in accounting estimates 
           'Accounting  and changes in accounting policies. 
          policies, 
          changes in 
          accounting 
          estimates and 
          errors' 
 
IAS 12    Deferred      These amendments require companies to     1 January 2023 
          Taxation      recognise deferred tax on transactions 
                        that, on initial recognition give rise 
                        to equal amounts of taxable and 
                        deductable temporary differences. 
 
IFRS17    Insurance     This standard replaces IFRS 4, which      1 January 2023 
          contracts     currently permits a wide variety of 
                        practices in accounting for insurance 
                        contracts. IFRS 17 will fundamentally 
                        change the accounting by all entities 
                        that issue insurance contracts and 
                        investment contracts with discretionary 
                        participation features. 
 
The Directors anticipate that the adoption of these standards and the 
interpretations in future periods will not 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 31 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 IFRS 9 
"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 equipment                    17% 
 
Plant and machinery                        20% and 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.    Leased assets 
 
The group leases various offices and equipment. Rental contracts are typically 
made for fixed periods of 3 years but may have extension options for an 
additional 2 years. Lease terms are negotiated on an individual basis and 
contain a wide range of different terms and conditions. The lease agreements do 
not impose any covenants, but leased assets may not be used as security for 
borrowing purposes. 
 
The right-of use asset is depreciated over the shorter of the asset's useful 
life and the lease term as per the table below: 
 
1st year of the lease                                     15% 
 
2nd year of the lease                                     17% 
 
3rd year of the lease                                     20% 
 
4th year of the lease                                     22% 
 
5th year of the lease                                     26% 
 
Assets and liabilities arising from a lease are initially measured on a present 
value basis. Lease liabilities include the net present value of the following 
lease payments: 
 
  * fixed payments (including in-substance fixed payments), less any lease 
    incentives receivable. 
 
The lease payments are discounted using the interest rate implicit in the 
lease. If that rate cannot be determined, the lessee's incremental borrowing 
rate is used, being the rate that the lessee would have to pay to borrow the 
funds necessary to obtain an asset of similar value in a similar economic 
environment with similar terms and conditions. 
 
Right-of-use assets are measured at cost comprising the following: 
 
  * the amount of the initial measurement of lease liability 
  * any lease payments made at or before the commencement date less any lease 
    incentives received any initial direct costs, and 
  * restoration costs. 
 
Payments associated with short term leases and leases of low-value assets are 
recognised on a straight-line basis as an expense in profit or loss. Short-term 
leases are leases with a lease term of 12 months or less. Low-value assets 
comprise moving equipment rented on a day to day basis. 
 
f.     Investments in Subsidiaries 
 
Investments in subsidiaries are stated at cost less, where appropriate, 
provisions for impairment. 
 
g.    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. 
 
h.    Impairment 
 
Non-derivative financial assets 
 
Credit-impaired financial assets 
 
At each reporting date, the Group assesses whether financial assets carried at 
amortised cost and debt securities at FVOCI are credit-impaired. A financial 
asset is "credit-impaired" when one or more events that have a detrimental 
impact on the estimated future cash flows of the financial assets have 
occurred. 
 
Evidence that a financial asset is credit-impaired includes the following 
observable data: 
 
.       significant financial difficulty of the borrower or issuer; 
 
.       a breach of contract such as a default or being more than 90 days past 
due; 
 
.       the restructuring of a loan or advance by the Group on terms that the 
Group would not consider otherwise; 
 
.       it is probable that the borrower will enter bankruptcy or other 
financial reorganisation; or 
 
.       the disappearance of an active market for a security because of 
financial difficulties. 
 
A 12 months approach is followed in determining the Expected Credit Loss 
("ECL"). 
 
Presentation of allowance for ECL in the statement of financial position 
 
Loss allowances for financial assets measured at amortised cost are deducted 
from the gross carrying amount of the assets. 
 
For debt securities at FVOCI, the loss allowance is charged to profit or loss 
and is recognised in OCI. 
 
Write-off 
 
The gross carrying amount of a financial asset is written off when the Group 
has no reasonable expectations of recovering a financial asset in its entirety 
or a portion thereof. For corporate customers, the Group individually makes an 
assessment with respect to the timing and amount of write-off based on whether 
there is a reasonable expectation of recovery from the amount written off. 
However, financial assets that are written off could still be subject to 
enforcement activities in order to comply with the Group's procedures of 
recovery of the amounts due. 
 
i.     Financial Instruments 
 
The Group classifies non-derivative financial assets into the following 
categories: loans and receivables and FVTPL and FVTOCI financial assets. 
 
The Group classifies non-derivative financial liabilities into the following 
category: other financial liabilities. 
 
i.       Non-derivative financial assets and financial liabilities - 
Recognition and derecognition 
 
The Group initially recognises loans and receivables on the date when they are 
originated. All other financial assets and financial liabilities are initially 
recognised on the trade date when the entity becomes a party to the contractual 
provisions of the instrument. 
 
The Group derecognises a financial asset when the contractual rights to the 
cash flows from the asset expire, or it transfers the rights to receive the 
contractual cash flows in a transaction in which substantially all of the risks 
and rewards of ownership of the financial asset are transferred, or it neither 
transfers nor retains substantially all of the risks and rewards of ownership 
and does not retain control over the transferred asset. Any interest in such 
derecognised financial assets that is created or retained by the Group is 
recognised as a separate asset or liability. 
 
The Group derecognises a financial liability when its contractual obligations 
are discharged or cancelled or expire. Gains or losses on derecognition of 
financial liabilities are recognised in profit or loss as a finance charge. 
 
Financial assets and financial liabilities are offset, and the net amount 
presented in the statement of financial position when, and only when, the Group 
currently has a legally enforceable right to offset the amounts and intends 
either to settle them on a net basis or to realise the asset and settle the 
liability simultaneously. 
 
ii.      Loans and receivables- Measurement 
 
These assets are initially measured at fair value plus any directly 
attributable transaction costs. Subsequent to initial recognition, they are 
measured at amortised cost using the effective interest method. 
 
iii.     Assets at FVOCI - Measurement 
 
These assets are initially measured at fair value plus any directly 
attributable transaction costs. Subsequent to initial recognition, they are 
measured at fair value and changes therein, other than impairment losses, are 
recognised in OCI and accumulated in the revaluation reserve. 
 
When these assets are derecognised, the gain or loss accumulated in equity is 
reclassified to profit or loss. 
 
iv.     Non-derivative financial liabilities - Measurement 
 
Other non-derivative financial liabilities are initially measured at fair value 
less any directly attributable transaction costs. Subsequent to initial 
recognition, these liabilities are measured at amortised cost using the 
effective interest method. 
 
v.      Convertible loan notes and derivative financial instruments 
 
The presentation and measurement of loan notes for accounting purposes is 
governed by IAS 32 and IFRS 9. These standards require the loan notes to be 
separated into two components: 
 
.       A derivative liability, and 
 
.       A debt host liability. 
 
This is because the loan notes are convertible into an unknown number of 
shares, therefore failing the 'fixed-for-fixed' criterion under IAS 32. This 
requires the 'underlying option component' of the loan note to be valued first 
(as an embedded derivative), with the residual of the face value being 
allocated to the debt host liability (refer financial liabilities policy 
above). 
 
Compound financial instruments issued by the Group comprise convertible notes 
denominated in British pounds that can be converted to ordinary shares at the 
option of the holder, when the number of shares to be issued is fixed and does 
not vary with changes in fair value. 
 
The liability component of compound financial instruments is initially 
recognised at the fair value of a similar liability that does not have an 
equity conversion option. The equity component is initially recognised at the 
difference between the fair value of the compound financial instrument as a 
whole and the fair value of the liability component. Any directly attributable 
transaction costs are allocated to the liability and equity components in 
proportion to their initial carrying amounts. 
 
Subsequent to initial recognition, the liability component of a compound 
financial instrument is measured at amortised cost using the effective interest 
method. The equity component of a compound financial instrument is not 
remeasured. 
 
Interest related to the financial liability is recognised in profit or loss. On 
conversion at maturity, the financial liability is reclassified to equity and 
no gain or loss is recognised. 
 
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. 
 
j.     Borrowings 
 
Borrowings are presented as current liabilities unless the Group has an 
unconditional right to defer settlement for at least 12 months after the 
reporting period, 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 reporting period are included in current 
borrowings in the statement of financial position 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 reporting 
period and before the financial statements are authorised for issue. 
 
k.    Revenue Recognition 
 
Performance obligations and service recognition policies 
 
Revenue is measured based on the consideration specified in a contract with a 
customer. The Group recognises revenue when it transfers control over of goods 
or services to a customer. 
 
The following table provides information about the nature and timing of the 
satisfaction of performance obligations in contracts with customers, including 
significant payment terms, and the related revenue recognition policies. 
 
                    Nature and timing of 
Type of product/    satisfaction of performance     Revenue recognition under 
service             obligations, including          IFRS 15 
                    significant payment terms 
 
Sale of goods       Customers obtain control of the Revenue is recognised when 
                    goods when the goods have been  the goods are delivered and 
                    delivered to them and have been have been accepted by the 
                    accepted at their premises or   customers at their premises 
                    the agreed point of delivery.   or the agreed point of 
                    Invoices are generated at that  delivery. 
                    point in time net of rebates 
                    and discounts. Invoices are 
                    generally payable within 30 
                    days. No settlement discounts 
                    are provided for. 
                    The sale of the goods are not 
                    subject to a return policy. 
 
Interest revenue    Interest income is recognised   Once a financial asset has 
                    in the income statement for all been written down to its 
                    interest-bearing instruments    estimated recoverable amount, 
                    (whether classified as          interest income is thereafter 
                    held-to-maturity, FVTOCI,       recognised based on the 
                    FVTPL, derivatives or other     effective interest rate that 
                    assets) on an accrual basis     was used to discount the 
                    using the  effective  interest  future cash flows for the 
                    method  based  on  the  actual  purpose of measuring the 
                    purchase  price  including      recoverable amount. 
                    direct  transaction  costs. 
 
l.     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. 
 
m.  Finance Income and Finance Costs 
 
The Group's finance income and finance costs include: 
 
.       Interest income; 
 
.       Interest expense; 
 
.       Dividend income; 
 
Interest income and expense is recognised using the effective interest method. 
Dividend income is recognised in profit or loss on the date on which the 
Group's right to receive payment is established. 
 
The "effective interest rate" is the rate that exactly discounts estimated 
future cash payments or receipts through the expected life of the financial 
instrument to: 
 
.       the gross carrying amount of the financial asset; or 
 
.       the amortised cost of the financial liability. 
 
In calculating interest income and expense, the effective interest rate is 
applied to the gross carrying amount of the asset (when the asset is not 
credit-impaired) or to the amortised cost of the liability. However, for 
financial assets that have become credit-impaired subsequent to initial 
recognition, interest income is calculated by applying the effective interest 
rate to the amortised cost of the financial asset, if the asset is no-longer 
credit-impaired, then the calculation of interest income reverts to the gross 
basis. 
 
n.    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. 
 
o.    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. 
 
p.    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. 
 
q.    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 and share 
premium. 
 
r.    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 from South 
African Rand into the presentation currency of the Group of Pound Sterling 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 
                             2021             2020 
 
South African Rand                20.83             21.02 
 
US Dollar                          1.37              1.31 
 
s.    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. 
 
t.    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.    COVID-19 Pandemic and "lockdowns" 
 
With the declaration that COVID-19 was a pandemic on 13 March 2020 and the 
South African "lockdown" being announced on 23 March 2020 falling before 31 
October 2021, the Directors have adopted that the COVID-19 pandemic as a 
current period event for both the current and prior financial years. As a 
result the Directors have considered the impact of the COVID-19 pandemic on all 
areas of Judgment that impact the current accounting period including all the 
areas of Judgment included in note 3. Where appropriate to do so the Directors 
have made adjustments to estimates as a result of COVID-19 as a current period 
adjusting event and considered this in all areas requiring review of impairment 
including property, plant and equipment, intangible assets, trade receivables 
and inventory carrying values. The impact of the pandemic has also been 
considered in the preparation of the forecast for the review of the going 
concern assumptions. 
 
b.    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. 
 
c.    Impairment of long term Inter-company Receivables 
 
The Group's management reviews long-term inter-company receivables on a regular 
basis to determine if any provision for impairment is necessary. The policy for 
the impairment of long-term inter-company receivables of the Group is based on, 
where appropriate, the evaluation of collectability, the trading performance of 
the relevant subsidiary and on management's judgement. A considerable amount of 
judgement is required in assessing the ultimate realisation of these 
outstanding amounts, including the current and estimated future trading 
performance of the relevant subsidiary. If the financial conditions of 
inter-company debtors of the Group were to deteriorate, resulting in an 
impairment of their ability to make payments, a provision for impairment may be 
required. 
 
d.    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. 
 
e     Incremental borrowing cost of Right of Use Assets and Lease Liabilities 
 
In assessing the Group's right of use assets and lease liabilities, the Group 
has to assess its incremental borrowing costs. As an approximation of the 
Group's incremental long term borrowing costs, the Group estimated the 
borrowing costs associated with similar long term, asset based financing 
arrangements. The Group based the implied incremental borrowing costs on the 
South African prime lending rate applicable at the date of commencement of the 
agreement and added an appropriate lending premium that would be typically 
applied by lenders. At the year end the estimated incremental borrowing costs 
used amounted to 8.5% (2020: 8.5%). 
 
f.     Income Taxes 
 
The Group is subject to income taxes in South Africa and the UK. The South 
African income taxes are administered by South African accountants. 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. 
 
g.    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. 
 
h.    Equity portion of Convertible Loan Notes 
 
The Group provides for the equity portion of convertible loan notes by applying 
an estimated interest rate in determining the present values of the convertible 
loan notes and the interest payable thereon over the life of the convertible 
loan notes. 
 
i.     Depreciation and Amortisation 
 
The Group depreciates property, plant and equipment and amortises the leasehold 
buildings 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. Revenue 
 
                                      Group        Group       Company      Company 
 
                                   For the year For the year For the year For the year 
 
                                      ending       ending       ending       ending 
 
                                    31 October   31 October   31 October   31 October 
 
                                       2021         2020         2021         2020 
 
                                        £            £            £            £ 
 
Major product/service lines 
 
Sale of agricultural                  1,404,234    1,773,710            -            - 
materials 
 
Primary geographic markets 
 
South Africa                          1,404,234    1,773,710            -            - 
 
Timing of revenue 
recognition 
 
Products transferred at a             1,404,234    1,773,710            -            - 
point in time 
 
6.Other Income 
 
                                      Group        Group       Company      Company 
 
                                   For the year For the year For the year For the year 
 
                                      ending       ending       ending       ending 
 
                                    31 October   31 October   31 October   31 October 
 
                                       2021         2020         2021         2020 
 
                                        £            £            £            £ 
 
Settlement discounts                          -        3,000            -        3,000 
received 
 
                                              -        3,000            -        3,000 
 
7.Personnel Expenses and Staff Numbers (Including Directors) 
 
                                        Group            Group        Company    Company 
 
                                     For the year     For the year    For the    For the 
                                                                        year       year 
 
                                        ending           ending        ending     ending 
 
Number                                31 October       31 October    31 October 31 October 
 
                                         2021             2020          2021       2020 
 
The average number of employees in the year were: 
 
    Directors                             4                4             4          4 
 
    Management                            2                2              -          - 
 
    Accounts and                          2                2              -          - 
Administration 
 
    Sales                                 3                3              -          - 
 
    Manufacturing/Warehouse               13               13             -          - 
 
Total                                     24               24            4          4 
 
                                          £                £             £          £ 
 
The aggregate payroll costs 
for these 
 
persons were:                               278,499          285,288     68,681     49,896 
 
Average ratio of executive 
pay verses average employee                    1.01             1.06 
pay 
 
Average Directors                            11,742           12,474 
 
Average of all employees                     11,604           11,887 
 
Average of non-director                      11,577           11,770 
employees 
 
8.Directors' Remuneration 
 
                                     Group      Group     Company    Company 
 
                                    For the    For the    For the    For the 
                                      year       year       year       year 
 
                                     ending     ending     ending     ending 
 
                                   31 October 31 October 31 October 31 October 
 
Salaries and Fees                     2021       2020       2021       2020 
 
                                       £          £          £          £ 
 
David Lenigas                           9,000     12,000      9,000     12,000 
 
Robert Scott                           12,000     12,000     12,000     12,000 
 
Andrew Monk *                          13,966     13,896     13,966     13,896 
 
Matt Bonner                            12,000     12,000     12,000     12,000 
 
                                       46,966     49,896     46,966     49,896 
 
* Included in Andrew Monk's remuneration is £1,966 for National Insurance. 
 
No pension contributions were made by the Company on behalf of its directors 
other than for Andrew Monk. 
 
At the year-end a total of £70,232 (2020: £194,266) was outstanding in respect 
of directors' emoluments. 
 
9.Expenses - Analysis by Nature 
 
                                      Group      Group     Company    Company 
 
                                     For the    For the    For the    For the 
                                       year       year       year       year 
 
                                      ending     ending     ending     ending 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Auditor's remuneration for audit        27,256     27,070     27,256     27,070 
services: Parent 
 
Auditor's remuneration for               1,500      1,500      1,500      1,500 
audit related services 
 
Auditor's remuneration for audit         3,536      3,065          -          - 
services: Subsidiary 
 
Brokership fees                         39,724     66,494     39,724     66,494 
 
Legal and professional fees             36,089    320,999     34,261    318,938 
 
Registrar fees                           5,138      1,783      5,138      1,783 
 
Depreciation on property,               10,590     16,893          -          - 
plant and equipment (Note 17) 
 
Depreciation on IFRS 16 Right           67,519     21,549          -          - 
of Use Asset (Note 28) 
 
(Gain) /loss on exchange               145,055    123,962     50,725     17,320 
 
Personnel expenses (Note 7)            278,499    285,288     68,681     49,896 
 
Other administrative expenses          280,558    270,616    118,450     41,164 
 
Subtotal                               895,464  1,139,219    345,735    524,165 
 
Admission and regulatory                     -    140,151          -    140,151 
expenses 
 
Total administrative expenses          895,464  1,279,370    345,735    664,316 
 
10.Impairments 
 
                                      Group      Group     Company    Company 
 
                                    Year ended Year ended Year ended Year ended 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Impairment of goodwill                       -    226,644          -          - 
 
Impairment of investment in                  -          -          -    226,644 
subsidiary 
 
Impairment of inter-company loans            -          -    161,091    884,651 
receivable 
 
                                             -    226,644    161,091  1,111,295 
 
During the financial year, the recoverability of the investment was evaluated 
and in management's estimation, it was considered necessary to impair the 
goodwill on consolidation, the investment in the subsidiary and the 
intercompany loans receivable. 
 
11.Finance Costs 
 
                                      Group      Group     Company    Company 
 
                                     For the    For the    For the    For the 
                                       year       year       year       year 
 
                                      ending     ending     ending     ending 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Interest paid on borrowings             93,378     55,309          -          - 
 
Interest accrued on Convertible         99,785     30,082     99,785     30,082 
Loan Notes 
 
Lease Liability                         31,468     11,552          -          - 
 
                                       224,631     96,943     99,785     30,082 
 
Finance costs represent interest and charges in respect of the discounting of 
invoices, the interest accrual for the Convertible Loan Notes issued and the 
interest charged on capitalised right-of use lease liability. 
 
12.Finance Income 
 
                                      Group      Group     Company    Company 
 
                                     For the    For the    For the    For the 
                                       year       year       year       year 
 
                                      ending     ending     ending     ending 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Interest earned on loan                149,359    140,471    149,359    140,471 
receivable 
 
Interest earned on                           -          -      9,209     42,214 
intercompany loan receivable 
 
Interest earned on favourable            6,299        492          -          - 
bank balances 
 
                                       155,658    140,963    158,568    182,685 
 
13.Taxation 
 
The charge for the year can be reconciled to the profit before taxation per the 
consolidated statement of comprehensive income as follows: 
 
                                      Group       Group     Company     Company 
 
                                     For the     For the    For the     For the 
                                       year       year        year       year 
 
                                      ending     ending      ending     ending 
 
                                    31 October 31 October  31 October 31 October 
 
                                       2021       2020        2021       2020 
 
                                        £           £          £           £ 
 
Tax Charge                                   -           -          -           - 
 
Factors affecting the tax 
charge 
 
Loss on ordinary activities          (584,633) (1,035,485)  (389,553) (1,620,008) 
before taxation 
 
Loss on ordinary activities before   (111,080)   (196,742)   (74,015)   (307,802) 
taxation multiplied by standard 
rate of UK corporation tax of 
19,00% (2019: 19,00%) 
 
Tax effect of expenses not               1,934           -          -           - 
deductible for tax 
 
Overseas tax rate differences from      16,296      42,927          -           - 
the UK rate (26%) 
 
Tax effect of utilisation of            92,850     153,815     74,015     307,802 
tax losses 
 
Tax Charge                                   -           -          -           - 
 
The Company has excess management expenses of £1,043,509 (2020: £868,259) 
available for carry forward against future trading profits. The deferred tax 
asset in these tax losses at 19.0% of £193,369 (2020: 19.0% of £164,969) has 
not been recognised due to the uncertainty of recovery. 
 
14.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: 
 
                                                     Year ended   Year ended 
 
                                                     31 October   31 October 
 
                                                        2021         2020 
 
                                                         £            £ 
 
Loss after tax                                         (584,633)  (1,035,485) 
 
Weighted average number of ordinary shares in issue   21,966,087   20,074,325 
 
Basic and diluted loss per share (pence)                 (2.66p)      (5.16p) 
 
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 2021 there were 21,966,087 (2020: 21,966,087) shares in issue, 
26,148,289 (2020: 12,421,622) outstanding share warrants and 897,809 (2020: 
897,809) outstanding options, both are potentially dilutive. 
 
15.Investments 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Investment in Subsidiary 
 
 - Cost of investment                   -           -     297,915     297,915 
 
 - Impairment of investment             -           -   (297,915)   (226,644) 
 
Carrying value                          -           -           -      71,271 
 
14.1. Investment in Associate 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Investment in Dynamic               6,154       6,154       6,154       6,154 
Intertrade Agri (Pty) Ltd 
(held for sale) 
 
Equity accounted profit for             -           -           -           - 
the period 
 
Impairment of investment                -           -           -           - 
 
Carrying value                      6,154       6,154       6,154       6,154 
 
Management have committed to selling its investment in the associate, Dynamic 
Intertrade Agri (Pty) Ltd. The asset is available for immediate sale to a 
willing buyer. A buyer for the asset has been identified and a preliminary 
price of £6,154 has been discussed. It was anticipated that the sale will be 
concluded within the last financial year ending 31 October 2021, however 
COVID-19 delayed the process. The investment is still being held for sale to 
the existing buyer. Accordingly, for the current year the investment is 
reflected under current assets as held for sale. As part of the process of 
selling the group's investment in the associate a fair value exercise was 
undertaken. Management considered the financial performance of the company, the 
price that a willing buyer was prepared to pay for the investment as well as 
the prevailing market conditions. Based on the above, the directors are of the 
opinion that the fair value of the company is £6,154. 
 
As at 31 October 2021, 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 
                                                          2021          2020 
 
Dynamic          Trading in             South Africa           100%          100% 
Intertrade (Pty) Agricultural 
Limited          Products 
 
Dynamic          Agricultural           South Africa          46.8%         46.8% 
Intertrade Agri  commodity trading                    Designated as Designated as 
(Pty) Limited    and distribution                     Held for Sale Held for Sale 
 
16.Long Term Intercompany Loans 
 
                                 Group       Group      Company     Company 
 
                              Year ended  Year ended  Year ended  Year ended 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Loan to Dynamic Intertrade 
(Pty) Ltd 
 
 - Amount receivable                    -           -   1,002,918     884,651 
 
 - Impairment of loan                   -           - (1,002,918)   (884,651) 
 
Carrying value                          -           -           -           - 
 
The loan is unsecured and bears interest at rates linked to LIBOR +2% p.a. As 
indicated in Note 10, both the capital and the interest elements of the above 
loan have been fully impaired during the year ended 31 October 2020. The 
additional loan provided to the subsidiary was impaired during the current 
year. 
 
17.Property, Plant and Equipment 
 
Group                           Leasehold   Furniture, Plant and     Total 
                              Improve-ments  fixtures  machinery 
                                               and 
                                            equipment 
 
                                    £           £          £           £ 
 
Cost 
 
As at 31 October 2020                19,571      4,317    268,512     292,400 
 
Additions                                 -          -      8,767       8,767 
 
Disposals                                 -          -      (298)       (298) 
 
Exchange difference                     175         39      2,401       2,615 
 
As at 31 October 2021                19,746      4,356    279,382     303,484 
 
Accumulated depreciation 
 
As at 31 October 2020                19,085      3,674    254,343     277,102 
 
Charge for the year                     477        363      9,750      10,590 
 
Released on disposal                      -          -      (159)       (159) 
 
Exchange difference                     158         23      2,001       2,182 
 
As at 31 October 2021                19,720      4,060    265,935     289,715 
 
Net Book Value 
 
As at 31 October 2020                   486        643     14,169      15,298 
 
As at 31 October 2021                    26        296     13,447      13,769 
 
The holding company held no tangible fixed assets at 31 October 2021 and 2020. 
 
18.Loan Receivable 
 
                                 Group       Group      Company     Company 
 
                              Year ended  Year ended  Year ended  Year ended 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Loan to Touchwood Investments           -     994,729           -     994,729 
Ltd 
 
Carrying value                          -     994,729           -     994,729 
 
The loan was advanced to Touchwood Investments Ltd, a company that is part of 
the Comarco Group, which operates a port in Mombasa. This loan bears interest 
at 12% for the first 9 months, where after the rate increased to 15%. The loan 
was initially for a period 24 months and was initially repayable in full on 12 
November 2020, however due to the COVID-19 pandemic the repayment of the loan 
has been extended to 30 April 2021, and then once again to 30 September 2021. 
The loan was repaid in full on 26 October 2021. 
 
19.Inventories 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Raw materials                      40,116     171,943           -           - 
 
Finished goods                      2,566       9,765           -           - 
 
Carrying value                     42,682     181,708           -           - 
 
20.Trade and other receivables 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Financial instruments 
 
Trade receivables                 257,332     272,130           -           - 
 
Deposits                            2,028       5,963           -           - 
 
Other receivables                  28,737      12,163      28,737      12,163 
 
Non-financial instruments 
 
Prepayments                         9,703       1,683           -           - 
 
Carrying value                    297,800     291,939      28,737      12,163 
 
Current                           297,800     291,939      28,737      12,163 
 
Non-Current                             -           -           -           - 
 
                                  297,800     291,939      28,737      12,163 
 
The receivables are considered to be held within a held-to-collect business 
model consistent with the Group's continuing recognition of the receivables. 
 
As at 31 October 2021 the Group does not have any contract assets nor any 
contract liabilities arising out of contracts with customers relating to the 
Group's right to receive consideration for agricultural products sold but not 
billed. Group Trade receivables represent amounts receivable on the sale of 
agricultural products and are included after provisions for doubtful debts. 
 
Credit and market risks, and impairment losses 
 
The Group did not impair any of its trade receivables as at 31 October 2021, as 
all trade receivables generated during the financial year, and outstanding at 
31 October 2021 are considered to be recoverable during the ordinary course of 
business. 
 
Information about the Group's exposure to credit and market risks and 
impairment losses for trade receivables is included in Note 30. 
 
The Directors consider that the carrying amount of trade receivables and other 
receivables approximates their fair value. 
 
21.Cash and Cash Equivalents 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2020        2020        2020        2020 
 
                                   £           £           £           £ 
 
Cash on hand                    1,109,774      45,251   1,108,476      25,624 
 
                                1,109,774      45,251   1,108,476      25,624 
 
22.Trade and Other Payables 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Trade Payables                  1,274,105   1,500,098     981,000   1,202,316 
 
Other Payables                    153,515      53,546     132,694      32,909 
 
Related Party Payables             40,879      39,586           -           - 
 
                                1,468,499   1,593,230   1,113,694   1,235,225 
 
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 is a loan from 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. 
 
The related party financial liabilities comprise: 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
M Bonner                           24,562      24,052           -           - 
 
R Scott                            16,317      15,534           -           - 
 
                                   40,879      39,586           -           - 
 
Terms: 
 
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. 
 
R Scott: 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. 
 
23.Share Capital and Share Premium 
 
Allotted, called up and       Number of    Nominal      Share       Total 
fully paid share capital and   shares       Value      Premium 
share premium 
 
                                              £           £           £ 
 
Balance at 31 October 2019    19,399,198     387,984   2,519,909   2,907,893 
 
Share issue - 27 July 2020     2,566,889      51,338      51,338     102,676 
 
Balance at 31 October 2020    21,966,087     439,322   2,571,247   3,010,569 
 
Share issue                            -           -           -           - 
 
Balance at 31 October 2021    21,966,087     439,322   2,571,247   3,010,569 
 
Share capital is the amount subscribed for shares at nominal value. 
 
During the 2019 financial year the company consolidated all existing and issued 
shares and share options on the basis of 20 existing shares/options for 1 new 
share/option. 
 
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. 
 
24.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 
 
During the 2019 financial year the company consolidated all existing and issued 
shares and share options on the basis of 20 existing shares/options for 1 new 
share/option. 
 
There are 26,148,289 warrants to subscribe for ordinary shares at 31 October 
2021 (2020: 12,421,622). 
 
                  As at 1   Exercised    As at 31 
                                    / 
 
Date of Grant    November    Vested /     October Exercise  Exercise/Vesting Date 
 
                     2020      Issued        2021    Price    From         To 
 
Warrants 
 
09/05/2012        138,066           -     138,066      20p  09/05/2012  05/09/2022 
 
27/11/2018      8,050,000           -   8,050,000      20p  27/11/2018  30/09/2022 
 
24/07/2020      4,233,556           -   4,233,556       5p  24/07/2020  27/07/2022 
 
23/03/2021              -  13,726,667  13,726,667       5p   23/3/2021  23/03/2023 
 
               12,421,622  13,726,667  26,148,289 
 
Warrants were attached to the Convertible Loan Notes issued on 23 March 2021, 
with an exercise price of 5.0p per ordinary share and expire 12 months from 
allotment of the Subscription Shares. These warrants will only be issued once 
the convertible loan notes are converted into shares. 
 
Warrants were attached to the Subscription Shares on 24 July 2020 a 1-for-1 
basis, with an exercise price of 5.0p 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. 
 
Warrants were attached to the Subscription Shares on 14 September 2018 a 
1-for-1 basis, with an exercise price of 20.0p 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 20,450,222 new ordinary shares could potentially be 
issued in the event that all Subscription Warrants and Loan Note warrants are 
exercised. 
 
Options 
 
At 31 October 2021 there were 897,809 share options issued to the directors and 
past directors of the Company. During the current year nil share options were 
granted (2020: Nil). During the financial year the Company consolidated all 
existing and issued shares and share options on the basis of 20 existing shares 
/options for 1 new share/option. 
 
The movement on the share-based payment charge for the year was £nil (2020 - £ 
nil) in respect of the issued options. The details of warrants and options are 
as follows: 
 
                  As at 1   Exercised    As at 31 
                                    / 
 
Date of Grant    November    Vested /     October Exercise  Exercise/Vesting Date 
 
                     2020 (Forfeited)        2021    Price    From         To 
 
Options 
 
09/05/2012        897,809           -     897,809      20p  09/05/2012  05/09/2022 
 
                  897,809           -     897,809 
 
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 2021 were as follows: 
 
                                                        2021        2020 
 
Director                                               Options     Options 
 
Andrew Monk                                              191,952     191,952 
 
Robert Scott                                              50,000      50,000 
 
Matthew Bonner                                           180,000     180,000 
 
Total                                                    421,952     421,952 
 
 
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                     £0.0050 
 
Exercise price                          £0.0075 to £0.01 
 
Expected volatility                                  65% 
 
Expected dividend                                     0% 
 
Contractual life                               1.1 years 
 
Risk free rate                                     1.63% 
 
Estimated fair value of each         £0.003764 - £0.0378 
option 
 
The share options outstanding at the year-end had a weighted average remaining 
contractual life of 0.5 years (2020: 1.5 years). 
 
25.Equity portion of convertible loan notes 
 
As per note 24, during the 2021 financial year, on the 23rd of March 2021, the 
company converted £383,000 owed to the directors and a company owned by a 
director for 7,660,000 convertible loan notes and, simultaneously, issued 
4,400,000 convertible loan notes to the value of £220,000 for cash. The equity 
portion of the convertible loan notes is presented below. 
 
                                             Group                   Company 
 
                              Year ended  Year ended   Year ended   Year ended 
 
                              31 October  31 October   31 October   31 October 
 
                                 2021        2020         2021         2020 
 
                                   £           £           £            £ 
 
Equity portion of convertible 
loan notes 
 
  issued during the year (per      74,935           -       74,935            - 
note 26) 
 
Carrying value                     74,935           -       74,935            - 
 
26.Convertible loan notes 
 
                                             Group                   Company 
 
                              Year ended  Year ended   Year ended   Year ended 
 
                              31 October  31 October   31 October   31 October 
 
                                 2021        2020         2021         2020 
 
                                   £           £           £            £ 
 
Convertible loan notes            778,065     250,000      778,065      250,000 
 
Carrying value                    778,065     250,000      778,065      250,000 
 
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. 
 
As per note 24, during the 2021 financial year, on the 23rd of March 2021, the 
company converted £383,000 owed to the directors and a company owned by a 
director for 7,660,000 convertible loan notes and, simultaneously, issued 
4,400,000 convertible loan notes to the value of £220,000 for cash. 
 
As per note 24, during the 2020 financial year, as part of the subscription 
dated 24 July 2020, 3,333,333 additional share warrants were allocated to the 
capital portion of the convertible loan notes and 750,000 additional share 
warrants were allocated to the outstanding interest portion of the convertible 
loan notes, which at the subscription date was £37,500. 
 
The new ordinary shares issued as a result of conversion of all Loan Notes 
would represent 17,060,000 (2020: 5,000,000) ordinary shares, or 43.71 (2020: 
18.54) per cent of the issued share capital of the Company, as enlarged by the 
2018 Fundraising. On 14 September 2018 issued £250,000 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"). 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 which after the 20:1 share 
consolidation of 2018 resulted in there being 2,500,000 Convertible Loan Notes 
of 10.0p with a conversion price of 15.0p. 
 
If the Convertible Loan Notes were converted, up to 17,810,000 (2020: 
5,750,000) 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 32,510,222 (2020: 
20,450,222) New Ordinary Shares could potentially be issued in the event that 
all New Ordinary Shares Warrants and Loan Conversion Warrants are exercised. 
 
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. 
 
The fair value of the liability component, included in non-current liabilities, 
is calculated using a market interest rate for an equivalent non-convertible 
loan note at the date of issue. The residual amount, representing the value of 
the equity conversion component, is included in shareholder's equity in Equity 
portion of convertible loan notes (Note 25). 
 
The carrying amount of the liability component of the convertible loan notes at 
the balance sheet date are derived as follows: 
 
                                             Group                   Company 
 
                              Year ended  Year ended   Year ended   Year ended 
 
                              31 October  31 October   31 October   31 October 
 
                                 2021        2020         2021         2020 
 
                                   £           £           £            £ 
 
Liability component at the 
beginning 
 
  of the financial year           282,909     255,819      250,000      255,819 
 
Face value of the convertible 
loan notes 
 
  issued on 23 March 2021         603,000           -      603,000            - 
 
Equity conversion component      (74,935)           -     (74,935)            - 
 
Liability component on            810,974     255,819      778,065      255,819 
initial 
  recognition 
 
Accumulated amortisation of 
interest 
 
  expense                          99,785      30,082       99,785       30,082 
 
Accumulated payments of                 -     (2,992)            -      (2,992) 
interest 
 
Liability component at the 
end of the 
 
  financial year                  910,759     282,909      877,850      282,909 
 
Current portion included in 
current 
 
  liabilities                     132,694      32,909      132,694       32,909 
 
Long term portion included in 
long term 
 
  liabilities                     778,065     250,000      778,065      250,000 
 
Liability component at the 
end of the 
 
  financial year                  910,759     282,909      910,759      282,909 
 
27.Borrowings 
 
                                 Group       Group      Company     Company 
 
                              Year ended  Year ended  Year ended  Year ended 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Euro 2 Afrisko Ltd 
 
 - Inventory Financing            401,696     256,400           -           - 
 
Onga Wari CRS (PTY) LTD 
 
 - Inventory Financing             16,560      52,808           -           - 
 
Working Capital Partners 
 
 - Accounts receivable             47,808     119,511           -           - 
financing 
 
Carrying value                    466,064     428,719           -           - 
 
The Group's wholly owned subsidiary Dynamic Intertrade has entered into a 
funding agreements with Euro 2 Afrisko Ltd and Onga Wari CRS (Pty) Ltd whereby 
Euro 2 Afrisko 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. 
 
28.Leases 
 
Right of use assets and lease liability 
 
                                      Group      Group     Company    Company 
 
                                    Year ended Year ended Year ended Year ended 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Operating lease commitments 
 
disclosed as at 31 October             410,502          -          -          - 
 
Discounted using the 
incremental 
 
borrowing rate at date of initial            -          -          -          - 
application 
 
Additions to leases during                   -    430,973          -          - 
the year 
 
Lease payments                        (67,072)   (20,471)          -          - 
 
Exchange difference                      3,672 
 
Lease liability recognised in 
the 
 
statement of financial                 347,102    410,502          -          - 
position 
 
Of which: 
 
Current lease liabilities               77,887     66,477          -          - 
 
Non-current lease liabilities          269,215    344,025          -          - 
 
                                       347,102    410,502          -          - 
 
Right-of use assets were measured at the amount equal to the lease liability, 
adjusted by the amount of any prepaid or accrued lease payments relating to 
that lease recognised in the statement of financial position as at 31 October 
2019. There were no onerous lease contracts that would have required an 
adjustment to the right-of-use assets at the date of initial application. The 
recognised right of-use assets relate to the following types of assets: 
 
                                      Group      Group     Company    Company 
 
                                    Year ended Year ended Year ended Year ended 
 
                                    31 October 31 October 31 October 31 October 
 
                                       2021       2020       2021       2020 
 
                                        £          £          £          £ 
 
Properties                             341,905    409,424          -          - 
 
On the 3rd of March 2020 a new lease was signed for the Group's main trading 
address, 104 Bofors Circle, Epping Industrial 2, Cape Town, South Africa with 
commencement date of 1 July 2020. On the commencement date, the Group 
recognised a lease liability and right-of-use asset of £430,973. 
 
Impact on earnings per share 
 
Depreciation on the right-of-use asset amounting to £67,519 (2020: £21,549) and 
interest on the right-of-use lease liability of £31,468 (2020: £11,552) were 
charged to the statement of profit and loss for the current year. As a result, 
the earnings per share decreased by 0.005p. 
 
29.Notes to the Statement of Cash Flows 
 
                                      Group       Group     Company    Company 
 
                                     For the     For the    For the    For the 
                                      year        year        year       year 
 
                                     ending      ending      ending     ending 
 
                                   31 October  31 October  31 October 31 October 
 
                                      2021        2020        2021       2020 
 
                                        £           £          £          £ 
 
Cash and cash equivalents            1,109,774      45,251  1,108,476     25,624 
 
Borrowings                           (466,064)   (428,719)          -          - 
 
Convertible loan notes               (778,065)   (250,000)  (778,065)  (250,000) 
 
Right of use lease                   (347,102)   (410,502)          -          - 
liability 
 
Net Debt                             (481,457) (1,043,970)    330,411  (224,376) 
 
Cash and liquid                      1,109,774      45,251  1,108,476     25,624 
investments 
 
Fixed rate instruments             (1,591,231) (1,089,221)  (778,065)  (250,000) 
 
Net Debt                             (481,457) (1,043,970)    330,411  (224,376) 
 
Net Debt Reconciliation for the Group 
 
                       Cash and                           Right of 
                                                            use 
 
                         cash                Convertible   lease       Total 
 
                      equivalents Borrowings loan notes  liability     debt      Net debt 
 
                           £          £           £          £           £           £ 
 
Net debt as at 31           5,218  (363,091)   (250,000)          -   (613,091)   (607,873) 
October 2019 
 
Cash flows                 40,093   (38,687)           -     20,471    (18,216)      21,877 
 
New lease agreements            -          -           -  (430,973)   (430,973)   (430,973) 
 
Foreign exchange             (60)   (26,941)           -          -    (26,941)    (27,001) 
adjustments 
 
Net debt as at 31          45,251  (428,719)   (250,000)  (410,502) (1,089,221) (1,043,970) 
October 2020 
 
Cash flows              1,064,699   (32,973)   (220,000)     67,071   (185,902)     878,797 
 
Non-cash transactions                          (383,000)              (383,000)   (383,000) 
 
Equity Portion of                                 74,935                 74,935      74,935 
Convertible Loan 
Notes 
 
Foreign exchange            (176)    (4,372)           -    (3,671)     (8,043)     (8,219) 
adjustments 
 
Net debt as at 31       1,109,774  (466,064)   (778,065)  (347,102) (1,591,231)   (481,457) 
October 2021 
 
Net Debt Reconciliation for the Company 
 
                       Cash and                           Right of 
                                                            use 
 
                         cash                Convertible   lease      Total 
 
                      equivalents Borrowings loan notes  liability     debt     Net debt 
 
                           £          £           £          £          £          £ 
 
Net debt as at 31           4,383   (10,000)   (250,000)          -  (260,000)  (255,617) 
October 2019 
 
Cash flows                 21,241     10,000           -          -     10,000     31,241 
 
New lease agreements            -          -           -          -          -          - 
 
Foreign exchange                -          -           -          -          -          - 
adjustments 
 
Net debt as at 31          25,624          -   (250,000)          -  (250,000)  (224,376) 
October 2020 
 
Cash flows              1,082,852          -   (220,000)          -  (220,000)    862,852 
 
Non-cash transactions           -              (383,000)             (383,000)  (383,000) 
 
Equity Portion of                                 74,935                74,935     74,935 
Convertible Loan 
Notes 
 
Foreign exchange                -          -           -          -          -          - 
adjustments 
 
Net debt as at 31       1,108,476          -   (778,065)          -  (778,065)    330,411 
October 2021 
 
30.  Financial Instruments - Fair values and risk management 
 
The following table shows the carrying amounts and fair values of financial 
assets and financial liabilities, including their levels in the fair value 
hierarchy. It does not include fair value information for financial assets and 
financial liabilities not measured at fair value if the carrying amount is a 
reasonable approximation of fair value. 
 
Trade and other receivables and trade and other payables classified as 
held-for-sale are not included in the table below. As at 31 October 2021 the 
Group did not have any trade and other receivables nor any trade and other 
payables that were classified as held-for-sale. 
 
The Group has not disclosed the fair values of financial instruments such as 
short-term trade receivables and payables, because their carrying amounts are a 
reasonable approximation of their fair value. 
 
                                   Carrying                                              Fair value 
                                     value 
 
Group as at 31 October 2021 Note      FVOCI -  Financial       Other       Total     Level 1    Level 2    Level 3     Total 
                                       equity  assets at   financial 
                                  instruments  amortised liabilities 
                                                    cost 
 
                                       £          £           £           £             £          £          £          £ 
 
Financial assets measured at fair 
value 
 
Investment in associate                 6,154          -           -       6,154             -          -      6,154      6,154 
 
Loan receivable                             -          -           -           -             -          -          -          - 
 
                                        6,154          -           -       6,154 
 
Financial assets not measured at 
fair value 
 
Trade and other receivables                 -    259,360           -     259,360 
 
Cash and cash equivalents                   -  1,109,774           -   1,109,774 
 
                                            -  1,369,134           -   1,369,134 
 
Financial liabilities measured at 
fair value 
 
                                            -          -           -           - 
 
                                            -          -           -           - 
 
Financial liabilities not 
measured at fair value 
 
Lease Liability                             -          -   (347,102)   (347,102) 
 
Unsecured borrowings                        -          -   (466,064)   (466,064) 
 
Convertible loan notes                      -          -   (778,065)   (778,065) 
 
Trade and other payables                    -          - (1,468,499) (1,468,499) 
 
                                            -          - (3,059,730) (3,059,730) 
 
 
 
                                   Carrying                                              Fair value 
                                     value 
 
Group as at 31 October 2020 Note      FVOCI -  Financial       Other       Total     Level 1    Level 2    Level 3     Total 
                                       equity  assets at   financial 
                                  instruments  amortised liabilities 
                                                    cost 
 
                                       £          £           £           £             £          £          £          £ 
 
Financial assets measured at fair 
value 
 
Investment in associate                 6,154          -           -       6,154             -          -      6,154      6,154 
 
Loan receivable                       994,729          -           -     994,729             -          -    994,729    994,729 
 
                                    1,000,883          -           -   1,000,883 
 
Financial assets not measured at 
fair value 
 
Trade and other receivables                 -    290,256           -     290,256 
 
Cash and cash equivalents                   -     45,251           -      45,251 
 
                                            -    335,507           -     335,507 
 
Financial liabilities measured at 
fair value 
 
                                            -          -           -           - 
 
                                            -          -           -           - 
 
Financial liabilities not 
measured at fair value 
 
Lease Liability                             -          -   (410,502)   (410,502) 
 
Unsecured borrowings                        -          -   (428,719)   (428,719) 
 
Convertible loan notes                      -          -   (250,000)   (250,000) 
 
Trade and other payables                    -          - (1,593,230) (1,593,230) 
 
                                            -          - (2,682,451) (2,682,451) 
 
 
 
                                   Carrying                                              Fair value 
                                     value 
 
Company as at 31 October    Note      FVOCI -  Financial       Other       Total     Level 1    Level 2    Level 3     Total 
2021                                   equity  assets at   financial 
                                  instruments  amortised liabilities 
                                                    cost 
 
                                       £          £           £           £             £          £          £          £ 
 
Financial assets measured at fair 
value 
 
Investment in associate                 6,154          -           -       6,154             -          -      6,154      6,154 
 
Loan receivable                             -          -           -           -             -          -          -          - 
 
                                        6,154          -           -       6,154 
 
Financial assets not measured at 
fair value 
 
Intercompany loans                          -          -           -           - 
receivable 
 
Trade and other receivables                 -          -           -           - 
 
Cash and cash equivalents                   -  1,108,476           -   1,108,476 
 
                                            -  1,108,476           -   1,108,476 
 
Financial liabilities measured at 
fair value 
 
                                            -          -           -           - 
 
                                            -          -           -           - 
 
Financial liabilities not 
measured at fair value 
 
Lease Liability                             -          -           -           - 
 
Unsecured borrowings                        -          -           -           - 
 
Convertible loan notes                      -          -   (778,065)   (778,065) 
 
Trade and other payables                    -          - (1,113,694) (1,113,694) 
 
                                            -          - (1,891,759) (1,891,759) 
 
 
 
                                   Carrying                                             Fair value 
                                     value 
 
Company as at 31 October    Note      FVOCI -  Financial       Other      Total     Level 1    Level 2    Level 3     Total 
2020                                   equity  assets at   financial 
                                  instruments  amortised liabilities 
                                                    cost 
 
                                       £          £           £          £             £          £          £          £ 
 
Financial assets measured at fair 
value 
 
Investment in associate                 6,154          -           -      6,154             -          -      6,154      6,154 
 
Loan receivable                       994,729          -           -    994,729             -          -    994,729    994,729 
 
                                    1,000,883          -           -  1,000,883 
 
Financial assets not measured at 
fair value 
 
Intercompany loans                          -          -           -          - 
receivable 
 
Trade and other receivables                 -     12,163           -     12,163 
 
Cash and cash equivalents                   -     25,624           -     25,624 
 
                                            -     37,787           -     37,787 
 
Financial liabilities measured at 
fair value 
 
                                            -          -           -          - 
 
                                            -          -           -          - 
 
Financial liabilities not 
measured at fair value 
 
Lease Liability                             -          -           -          - 
 
Unsecured borrowings                        -          -           -          - 
 
Convertible loan notes                      -          -     250,000    250,000 
 
Trade and other payables                    -          -   1,235,225  1,235,225 
 
                                            -          -   1,485,225  1,485,225 
 
Financial instruments - Fair values and risk management 
 
B.   Measurement of fair values 
 
i.       Valuation techniques and significant unobservable inputs 
 
The following tables show the valuation techniques used in measuring Level 3 
fair values for financial instruments measured at fair value in the statement 
of financial position, as well as the significant unobservable inputs used. 
Related valuation processes are described in Note 3. 
 
Financial instruments measured at fair value 
 
Type            Valuation technique    Significant           Inter-relationship 
                                       unobservable inputs   between significant 
                                                             unobservable inputs 
                                                             and fair value 
                                                             measurement 
 
Investment in   The value of the       None                  None 
Associate       investment is adjusted 
                annually based upon 
                the group's share of 
                the associates profit 
                or loss. 
 
ii.      Transfers between Levels 1 and 2 
 
There were no transfers between Levels 1 and 2 in either the current financial 
year or in the prior financial year. 
 
C.    Financial Risk Management 
 
The Group has exposure to the following risks arising from financial 
instruments: 
 
  * credit risk; 
  * liquidity risk; and 
  * market risk. 
 
Risk management framework 
 
The Company's board of directors has overall responsibility for the 
establishment and oversight of the Group's risk management framework. 
 
The Group's risk management policies are established to identify and analyse 
the risks faced by the Group, to set appropriate risk limits and controls and 
to monitor risks and adherence to limits. Risk management policies and systems 
are reviewed regularly to reflect changes in market conditions and the Group's 
activities. 
 
The Group's audit committee oversees how management monitors compliance with 
the Group's risk management policies and procedures and reviews the adequacy of 
the risk management framework in relation to the risks faced by the Group. The 
Group's audit committee undertake ad hoc reviews of risk management controls 
and procedures, the results of which are reported to the audit committee. 
 
Credit risk 
 
Credit risk is the risk of financial loss to the Group if a customer or 
counterparty to a financial instrument fails to meet its contractual 
obligations and arises principally from the Group's receivables from customers 
and investments in debt securities. 
 
The carrying amounts of financial assets represent the maximum credit exposure. 
There was no impairment loss in the current year nor in the prior year. 
 
Trade receivables 
 
The Group's exposure to credit risk is influenced mainly by the individual 
characteristics of each customer. However, management also considers the 
factors that may influence the credit risk of its customer base, including the 
default risk associated with the industry and country in which its customers 
operate. Details of concentration of revenue are included in Note 6. 
 
The Group has established a credit policy under which each new customer is 
analysed individually for creditworthiness before the Group's standard payment 
terms and conditions are offered. The Group's review includes external ratings, 
if they are available, financial statements, credit agency information, 
industry information and in some cases bank references. Sales limits are 
established for each customer and are reviewed regularly. 
 
The Group limits its exposure to credit risk from trade receivables by 
establishing a maximum payment period of one month. 
 
The Group does not require collateral in respect of trade and other 
receivables. The Group does not have trade receivables for which a no allowance 
is recognised because of collateral. 
 
                                 Group       Group      Company     Company 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
As at 31 October the exposure 
to credit 
 
risk for trade receivables by 
geographic 
 
region was follows: 
 
South Africa                      257,332     272,130           -           - 
 
Other                                   -           -           -           - 
 
                                  257,332     272,130           -           - 
 
As at 31 October the exposure 
to credit 
 
risk for trade receivables by 
 
counterparty was follows: 
 
Other                                   -           -           -           - 
 
                                        -           -           -           - 
 
As at 31 October the exposure 
to credit 
 
risk for trade receivables by 
credit 
 
rating was follows: 
 
External credit ratings                 -           -           -           - 
 
Other                             257,332     272,130           -           - 
 
                                  257,332     272,130           -           - 
 
Expected credit loss assessment for corporate customers as at 31 October 2020 
and 31 October 2021 
 
The Group allocates each exposure to a credit risk grade based on data that is 
determined to be predictive of the risk of loss (including but not limited to 
external ratings, audited financial statements, management accounts and cash 
flow projections and available press information about customers) and applying 
experienced credit judgement. Credit risk grades are defined using qualitative 
and quantitative factors that are indicative of the risk of default. 
 
The company had no exposure to credit risk for the year ended 31 October 2021. 
 
Movements in the allowance for impairment in respect of trade receivables 
 
The movement in the allowance for impairment in respect of trade receivables 
during the year amounted to nil. 
 
Cash and cash equivalents 
 
As at 31 October 2021, the Group held £1,109,774 in cash and cash equivalents 
(2020: £45,251) and had a bank overdraft of £nil. The cash and cash equivalents 
are held with bank and financial institution counterparties which are rated 
Baa3 to A1+ by Moody's. 
 
Impairment on cash and cash equivalents has been measured on a 12-month 
expected loss basis and reflects the short maturities of the exposures. The 
Group considers that its cash and cash equivalents have low credit risk based 
on the external credit ratings of the counterparties. On the implementation of 
IFRS 9 the Group did not impair any of its cash and cash equivalents. 
 
Liquidity risk 
 
Liquidity risk is the risk that the Group will encounter difficulty in meeting 
the obligations associated with its financial liabilities that are settled by 
delivering cash or another financial asset. The Group's approach to managing 
liquidity is to ensure, as far as possible, that it will have sufficient 
liquidity to meet its liabilities when they are due, under both normal and 
stressed conditions, without incurring unacceptable losses or risking damage to 
the Group's reputation. 
 
Exposure to liquidity risk 
 
The following tables present the remaining contractual maturities of financial 
liabilities at the reporting date. The amounts are gross and undiscounted and 
include contractual interest payments and exclude the impact of netting 
agreements. 
 
                                                  Contractual cash 
                                                  flows 
 
Group as at      Carrying       Total 2 Months or   2 to 12    1 to 2    2 to 5 More than 
31 October          value                    less    Months     Years     Years   5 years 
2021 
 
                   £           £           £          £         £         £         £ 
 
Non- derivative financial 
 
liabilities 
 
Bank                    -           -           -         -         -         -         - 
overdrafts 
 
Unsecured shareholders' 
 
loans                   -           -           -         -         -         -         - 
 
Convertible loan 
 
notes           (778,065)   (778,065)           -         - (778,065)         -         - 
 
Secured loans           -           -           -         -         -         -         - 
 
Right-of-Use Finance 
 
Lease           (347,102)   (347,102)    (12,268)  (65,619)  (89,877) (179,338)         - 
 
Trade         (1,274,105) (1,274,105) (1,274,105)         -         -         -         - 
Payables 
 
Other           (153,515)   (153,515)           - (153,515)         -         -         - 
Payables 
 
Related Party 
 
Payables         (40,879)    (40,879)           -  (40,879)         -         -         - 
 
              (2,593,666) (2,593,666) (1,286,373) (260,013) (867,942) (179,338)         - 
 
Derivative financial 
 
liabilities             -           -           -         -         -         -         - 
 
                        -           -           -         -         -         -         - 
 
 
 
                                                  Contractual cash 
                                                  flows 
 
Group as at      Carrying       Total 2 Months or   2 to 12    1 to 2    2 to 5 More than 
31 October          value                    less    Months     Years     Years   5 years 
2020 
 
                   £           £           £          £         £         £         £ 
 
Non- derivative financial 
 
liabilities 
 
Bank                    -           -           -         -         -         -         - 
overdrafts 
 
Unsecured shareholders' 
 
loans                   -           -           -         -         -         -         - 
 
Convertible loan 
 
notes           (250,000)   (250,000)           -         - (250,000)         -         - 
 
Secured loans           -           -           -         -         -         -         - 
 
Right-of-Use Finance 
 
Lease           (410,502)   (410,502)    (10,446)  (56,031)  (77,196) (266,829)         - 
 
Trade         (1,500,098) (1,500,098) (1,500,098)         -         -         -         - 
Payables 
 
Other            (53,546)    (53,546)           -  (53,546)         -         -         - 
Payables 
 
Related Party 
 
Payables         (39,586)    (39,586)           -  (39,586)         -         -         - 
 
              (2,253,732) (2,253,732) (1,510,544) (149,163) (327,196) (266,829)         - 
 
Derivative financial 
 
liabilities             -           -           -         -         -         -         - 
 
                        -           -           -         -         -         -         - 
 
 
 
                                                Contractual cash 
                                                flows 
 
Company as at    Carrying       Total  2 Months   2 to 12    1 to 2    2 to 5 More than 
31 October          value               or less    Months     Years     Years   5 years 
2021 
 
                   £           £          £         £         £         £         £ 
 
Non- derivative financial 
 
liabilities 
 
Bank                    -           -         -         -         -         -         - 
overdrafts 
 
Unsecured shareholders' 
 
loans                   -           -         -         -         -         -         - 
 
Convertible loan 
 
notes           (778,065)   (778,065)         -         - (778,065)         -         - 
 
Secured loans           -           -         -         -         -         -         - 
 
Right-of-Use Finance 
 
Lease                   -           -         -         -         -         -         - 
 
Trade           (981,000)   (981,000) (981,000)         -         -         -         - 
Payables 
 
Other           (132,694)   (132,694)         - (132,694)         -         -         - 
Payables 
 
Related Party 
 
Payables                -           -         -         -         -         -         - 
 
              (1,891,759) (1,891,759) (981,000) (132,694) (778,065)         -         - 
 
Derivative financial 
 
liabilities             -           -         -         -         -         -         - 
 
                        -           -         -         -         -         -         - 
 
 
 
                                                  Contractual cash 
                                                  flows 
 
Company as at    Carrying       Total 2 Months or   2 to 12    1 to 2    2 to 5 More than 
31 October          value                    less    Months     Years     Years   5 years 
2020 
 
                   £           £           £          £         £         £         £ 
 
Non- derivative financial 
 
liabilities 
 
Bank                    -           -           -         -         -         -         - 
overdrafts 
 
Unsecured shareholders' 
 
loans                   -           -           -         -         -         -         - 
 
Convertible loan 
 
notes           (250,000)   (250,000)           -         - (250,000)         -         - 
 
Secured loans           -           -           -         -         -         -         - 
 
Right-of-Use Finance 
 
Lease                   -           -           -         -         -         -         - 
 
Trade         (1,202,316) (1,202,316) (1,202,316)         -         -         -         - 
Payables 
 
Other            (32,909)    (32,909)           -  (32,909)         -         -         - 
Payables 
 
Related Party 
 
Payables                -           -           -         -         -         -         - 
 
              (1,485,225) (1,485,225) (1,202,316)  (32,909) (250,000)         -         - 
 
Derivative financial 
 
liabilities             -           -           -         -         -         -         - 
 
                        -           -           -         -         -         -         - 
 
The interest payments on the financial liabilities represent the fixed interest 
rates as per the respective contracts. 
 
The Group aims to maintain the level of its cash and cash equivalents and other 
highly marketable debt investments at an amount in excess of expected cash 
outflows on financial liabilities other than trade payables. The Group also 
monitors the level of expected cash inflows on trade and other receivables 
together with expected cash outflows on trade and other payables. 
 
Market risk 
 
Market risk is the risk that changes in market prices - such as foreign 
exchange rates, interest rates and equity prices - will affect the Group's 
income or the value of its holdings of financial instruments. The objective of 
market risk management is to manage and control market risk exposures within 
acceptable parameters, while optimising the return. 
 
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: 
 
Exposure to currency risk 
 
The summary quantitative data about the Group's exposure to currency risk as 
reported to the management of the Group is as follows: 
 
Group Foreign                    31 October  2021                     31 October  2020 
exchange 
 
risk                     GBP         USD         ZAR          GBP         USD         ZAR 
 
Loan receivable                -           -            -           -   1,307,472            - 
 
Trade and other 
 
receivables                    -           -    5,605,406      12,163           -    5,880,723 
 
Cash and cash          1,108,476           -       27,042      25,624           -      412,539 
equivalents 
 
Unsecured 
shareholders' 
 
loans                          -           -            -           -           -            - 
 
Secured loans                  -           -  (9,709,568)           -           -  (6,933,134) 
 
Convertible loan       (778,065)           -            -   (250,000)           -            - 
notes 
 
Right-of-Use Finance 
 
Lease                          -           -  (7,231,199)           -           -  (9,058,788) 
 
Trade payables       (1,113,694)           -  (8,771,247) (1,202,316)           -  (8,771,247) 
 
Net statement of 
financial 
 
position exposure      (783,283)           - (20,079,566) (1,414,529)   1,307,472 (18,469,907) 
 
Next 6 months sales 
 
forecast                       -           -   14,750,700           -           -   24,584,495 
 
Next 6 months 
purchases 
 
forecast               (131,337)           - (10,763,660)    (85,642)           - (19,570,291) 
 
Net forecast 
transaction 
 
exposure               (131,337)           -    3,987,040    (85,642)           -    5,014,204 
 
Net exposure           (914,620)           - (16,092,526) (1,500,171)   1,307,472 (13,455,703) 
 
 
 
Company Foreign                  31 October  2021                    31 October  2020 
 
exchange risk            GBP         USD         ZAR         GBP         USD         ZAR 
 
Loan receivable                -           -           -           -   1,307,472           - 
 
Trade and other 
 
receivables                    -           -           -      12,163           -           - 
 
Cash and cash          1,108,476           -           -      25,624           -           - 
equivalents 
 
Unsecured 
shareholders' 
 
loans                          -           -           -           -           -           - 
 
Secured loans                  -           -           -           -           -           - 
 
Convertible loan       (778,065)           -           -   (250,000)           -           - 
notes 
 
Right-of-Use Finance 
 
Lease                          -           -           -           -           -           - 
 
Trade payables       (1,113,694)           -           - (1,202,316)           -           - 
 
Net statement of 
financial 
 
position exposure      (783,283)           -           - (1,414,529)   1,307,472           - 
 
Next 6 months sales 
 
forecast                       -           -           -           -           -           - 
 
Next 6 months 
purchases 
 
forecast                (85,642)           -           -    (85,642)           -           - 
 
Net forecast 
transaction 
 
exposure                (85,642)           -           -    (85,642)           -           - 
 
Net exposure           (868,925)           -           - (1,500,171)   1,307,472           - 
 
The following significant exchange rates in relation to the reporting currency 
are applicable: 
 
                               Average for the year    Year end spot rate 
 
                                  2021        2020        2021        2020 
 
United States Dollar ($)            1.3747      1.2818      1.3683      1.3144 
 
South African Rand (ZAR)           20.2550     20.8703     20.8331     21.0194 
 
The presentation currency of the Group is British Pound Sterling. 
 
The Group is exposed primarily to movements in USD and ZAR, the 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 
 
                                  2021        2021        2020        2020 
 
                                  +10%        -10%        +10%        -10% 
 
Base currency of British pound 
Sterling: 
 
  -  United States Dollar ($)       0.1368    (0.1368)      0.1314    (0.1314) 
 
  -  South African Rand (ZAR)       2.0833    (2.0833)      2.1019    (2.1019) 
 
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 
 
Interest rate risk 
 
The Group has entered into fixed rate agreements for its finance leases and 
shareholders loans. The Group does not hedge its interest rate exposure by 
entering into variable interest rate swaps. 
 
Exposure to interest rate risk 
 
The interest rate profile of the Group's interest-bearing financial instruments 
as reported to the management of the Group is as per the table below. 
 
                                  Group       Group      Company     Company 
 
                                  2021        2020        2021        2020 
 
Fixed rate instruments 
 
Financial assets                         -     994,729           -     994,729 
 
Financial liabilities          (1,513,344) (1,022,744)   (778,065)   (250,000) 
 
Fair value sensitivity analysis for fixed-rate instruments 
 
The Group does not account for any fixed-rate financial assets of financial 
liabilities at FVTPL. Therefore, a change in interest rates at the reporting 
date would not affect profit or loss. 
 
Other market price risk 
 
The Group is exposed to equity price risk, which arises from equity securities 
at FVOCI are held as a long-term investment. 
 
The Group's investments in equity securities comprise small shareholdings in 
unlisted companies. The shares are not readily tradable and any monetisation of 
the shares is dependent on finding a willing buyer. 
 
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. 
 
31.Related Party Transactions 
 
Directors' fees 
 
Andrew Monk, a non-executive director of the company, is a director of VSA 
Capital Limited and that company provided services amounting to £57,384 (2020: 
£113,575) to the Company during the year. 
 
During the year ended 31 October 2021 £46,966 was paid to Directors of the 
company (2020: £49,896). At the year-end a total of £62,126 (2020: £194,266) 
was outstanding in respect of directors' emoluments. 
 
Other related party transactions 
 
Included in trade and other payables are the following related party financial 
liabilities: 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
M Bonner                           24,562      24,052           -           - 
 
R Scott                            16,317      15,534           -           - 
 
                                   40,879      39,586           -           - 
 
Terms: 
 
M Bonner and R Scott: 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. 
 
Outstanding director's salaries and related party transactions 
 
Included in trade and other payables are the following outstanding directors' 
salaries and fees payable to related parties for other services: 
 
                                 Group       Group      Company     Company 
 
                                 As at       As at       As at       As at 
 
                              31 October  31 October  31 October  31 October 
 
                                 2021        2020        2021        2020 
 
                                   £           £           £           £ 
 
Company controlled by a 
director: 
 
VSA Capital                       227,082     356,934     356,934     356,934 
 
Included in the amount due to VSA Capital are director's salaries owed to A. 
Monk 
 
Directors' salaries 
outstanding 
 
 - A. Monk                         37,126      31,266      31,266      31,266 
 
 - M. Bonner                       12,000      42,000      42,000      42,000 
 
 - D. Lenigas                       5,000      49,000      49,000      49,000 
 
 - R. Scott                         8,000      37,000      37,000      37,000 
 
                                   62,126     159,266     159,266     159,266 
 
32.Controlling Party Note 
 
There is no single controlling party. Significant shareholders are listed in 
the Directors Report and Business Review. 
 
33.Events Subsequent to 31 October 2021 
 
Subsequent to 31 October 2021, the company entered into settlement agreements 
with several of its trade creditors for work done on the Comarco transaction. 
This resulted in settlement discounts totalling £273,677 being realised. 
 
For further information please contact: 
 
 
Anglo African Agriculture plc 
 
Andrew Monk, Non-Executive Chairman                +44 (0)20 7440 0640 
 
Rob Scott, Executive Director                      +27 (0)84 6006 001 
 
VSA Capital Limited (Financial Adviser and         +44 (0)20 3005 5000 
Corporate Broker) 
 
Andrew Raca, Maciek Szymanski (Corporate Finance) 
 
 
 
END 
 
 

(END) Dow Jones Newswires

March 31, 2022 11:59 ET (15:59 GMT)

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