REGISTERED NUMBER: 04504937 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

FOR

AGROFERTRANS LTD.

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTOR:

Maria Mondel-Watrak

SECRETARY:

Peter Clive Cawthorne

REGISTERED OFFICE:

Leonard House

5 - 7 Newman Road

Bromley

Kent

BR1 1RJ

REGISTERED NUMBER:

04504937 (England and Wales)

AUDITORS:

Crane & Partners

Chartered Accountants & Statutory Auditors

Leonard House

5 - 7 Newman Road

Bromley

Kent

BR1 1RJ

The director presents her strategic report for the year ended 31 December 2016.

REVIEW OF BUSINESS

In 2016 considerable efforts have been applied to follow the previously adopted strategy of diversification to

production, distribution and research rather than simple trade.

I. Production

The Company established a Joint Venture "Belagrofert" in the city of Grodno, Belarus' and production of granular

ammonium sulphate started on line number one in May 2017.

The first quantities of high quality product have been successfully sold to the great satisfaction of our customers.

The first line will be followed by four further production lines that will produce highly innovative mixtures of mineral,

organo-mineral, organo-mineral-microbiological fertilisers together with a few pioneers paving a new era in

fertilisation history.

This is the first step in development of the company as producer worldwide.

II. Distribution

Ukraine became a first trial country to develop distribution.

Regardless of the controversial situation and apprehensive attitude of banks due to political situation Ukraine

remains of the most dynamic countries for development of fertilisers market.

Ukraine is in the top 10 agricultural producers and top 5 agricultural exporters in the world.

The amount of fertilisers potentially needed is up to 8 million with current consumption of around 4.5 to 5 million.

The company has developed a number of programs for entering the Ukrainian fertiliser distribution market.

1. Acquisition of a number of warehouses in order to be more feet on ground in local market and be closer to final

consumer.

2. Establishing a Joint Venture Agrorozkvit Ltd. with the OJSC Belarus' Potash Company for distribution of all

production of JSC Belaruskali.

The Joint Venture Company is now successfully functioning bringing the product of the biggest MOP producer in the

world to the final consumers.

3. Channelling agreements with a few major producers of nitrogen and phosphorous fertilisers for distribution of

their products in Ukrainian market including OCP, Morocco are under finalisation stage.

4. Distribution of our own produced granular ammonium sulphate from JSC "Belagrofert".

5. The supply of numerous nitrogen fertilisers from the free market as well as the supply of so called specialise,

bringing to farmers the 18 basic oligo elements so necessary in healthy and balanced fertilisation process.

III. Research

One most important direction for our development is scientific research and elaboration of unique combinations of

products to bring to soil and plants optimal inputs.

The Company now has two own patents for the combination of mineral and microbiological components into one

single fertilisers and continues working and researching for the creation of more formulas enhancing productivity

and sanitising soils and plants.

In cooperation with Academy of Science of Ukraine we signed the first basic agreements for the building in, 2017 -

2018, our own production of microbiological substances that have growing demand both in Eastern Europe and all

over the World.

ON BEHALF OF THE BOARD:

Maria Mondel-Watrak - Director

16 June 2017

The director presents her report with the financial statements of the company for the year ended 31 December 2016.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2016.

DIRECTOR

Maria Mondel-Watrak held office during the whole of the period from 1 January 2016 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements

in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the

director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director

must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of

affairs of the company and of the profit or loss of the company for that period. In preparing these financial

statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of

fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies

Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have

taken as a director in order to make herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, Crane & Partners, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Maria Mondel-Watrak - Director

16 June 2017

We have audited the financial statements of Agrofertrans Ltd. for the year ended 31 December 2016 on pages

seven to seventeen. The financial reporting framework that has been applied in their preparation is applicable law

and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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 a Report of the Auditors 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.

Respective responsibilities of director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or

error. This includes an assessment of: whether the accounting policies are appropriate to the company's

circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant

accounting estimates made by the director; and the overall presentation of the financial statements. In addition, we

read all the financial and non-financial information in the Strategic Report and the Report of the Director to identify

material inconsistencies with the audited financial statements and to identify any information that is apparently

materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of

performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider

the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2016 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit, the information given in the Strategic Report

and the Report of the Director for the financial year for which the financial statements are prepared is consistent with

the financial statements, and has been prepared in accordance with applicable legal requirements. In the light of the

knowledge and understanding of the company and its environment, we have not identified any material

misstatements in the Strategic Report or the Report of the Director.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Graham Atkin FCA (Senior Statutory Auditor)

for and on behalf of Crane & Partners

Chartered Accountants & Statutory Auditors

Leonard House

5 - 7 Newman Road

Bromley

Kent

BR1 1RJ

16 June 2017

TURNOVER

43,863,263

77,932,780

Cost of sales

41,940,378

76,287,549

GROSS PROFIT

1,922,885

1,645,231

Administrative expenses

1,898,052

1,555,349

OPERATING PROFIT and

PROFIT BEFORE TAXATION

4

24,833

89,882

Tax on profit

5

8,026

21,746

PROFIT FOR THE FINANCIAL YEAR

16,807

68,136

PROFIT FOR THE YEAR

16,807

68,136

OTHER COMPREHENSIVE INCOME

Foreign Currency translation adjustment

120,769

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

120,769

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

137,576

68,136

FIXED ASSETS

Tangible assets

6

36,470

68,854

Investments

7

1,311,317

-

1,347,787

68,854

CURRENT ASSETS

Stocks

8

258,055

382,995

Debtors

9

7,181,892

3,030,541

Cash at bank and in hand

889,993

382,657

8,329,940

3,796,193

CREDITORS

Amounts falling due within one year

10

5,655,009

751,930

NET CURRENT ASSETS

2,674,931

3,044,263

TOTAL ASSETS LESS CURRENT LIABILITIES

4,022,718

3,113,117

CREDITORS

Amounts falling due after more than one year

11

3,365,775

2,593,750

NET ASSETS

656,943

519,367

CAPITAL AND RESERVES

Called up share capital

13

1,000,000

1,000,000

Retained earnings

14

(343,057

)

(480,633

)

SHAREHOLDERS' FUNDS

656,943

519,367

The financial statements were approved by the director on 16 June 2017 and were signed by:

Maria Mondel-Watrak - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2015

1,000,000

(548,769

)

451,231

Changes in equity

Total comprehensive income

-

68,136

68,136

Balance at 31 December 2015

1,000,000

(480,633

)

519,367

Changes in equity

Total comprehensive income

-

137,576

137,576

Balance at 31 December 2016

1,000,000

(343,057

)

656,943

Cash flows from operating activities

Cash generated from operations

1

1,471,630

(246,680

)

Tax paid

(21,577

)

(7,361

)

Net cash from operating activities

1,450,053

(254,041

)

Cash flows from investing activities

Purchase of tangible fixed assets

(20,286

)

(12,296

)

Purchase of fixed asset investments

(1,311,317

)

-

Amounts owing by group companies

701,007

-

Net cash from investing activities

(630,596

)

(12,296

)

Increase/(decrease) in cash and cash equivalents

819,457

(266,337

)

Cash and cash equivalents at beginning of year

2

70,536

336,873

Cash and cash equivalents at end of year

2

889,993

70,536

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2016

2015

£

£

Profit before taxation

24,833

89,882

Depreciation charges

52,670

37,799

Foreign Exchange Adjustment

120,769

-

198,272

127,681

Decrease in stocks

124,940

3,222,956

(Increase)/decrease in trade and other debtors

(2,367,609

)

12,029,047

Increase/(decrease) in trade and other creditors

3,516,027

(15,626,364

)

Cash generated from operations

1,471,630

(246,680

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect

of these Balance Sheet amounts:

Year ended 31 December 2016

31.12.16

1.1.16

£

£

Cash and cash equivalents

889,993

382,657

Bank overdrafts

-

(312,121

)

889,993

70,536

Year ended 31 December 2015

31.12.15

1.1.15

£

£

Cash and cash equivalents

382,657

2,094,387

Bank overdrafts

(312,121

)

(1,757,514

)

70,536

336,873

1.	STATUTORY INFORMATION

Agrofertrans Ltd. is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and

slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except

to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted

or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different

from those in which they are recognised in financial statements. Deferred tax is measured using tax rates

and laws that have been enacted or substantively enacted by the year end and that are expected to apply to

the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that

they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange

ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating

result.

3.	EMPLOYEES AND DIRECTORS

2016

2015

£

£

Wages and salaries

383,463

345,979

The average monthly number of employees during the year was as follows:

2016

2015

Office and administration

25

24

2016

2015

£

£

Directors' remuneration

6,488

15,213

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2016

2015

£

£

Depreciation - owned assets

52,670

37,799

Auditors' remuneration

8,000

8,000

Other non- audit services

14,580

17,423

Foreign exchange differences

346,049

(46

)

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2016

2015

£

£

Current tax:

UK corporation tax

8,026

21,746

Tax on profit

8,026

21,746

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

2016

2015

£

£

Profit before tax

24,833

89,882

Profit multiplied by the standard rate of corporation tax in the UK of 20% (2015 - 20%)

4,967

17,976

Effects of:

Expenses not deductible for tax purposes

1,911

3,350

Depreciation in excess of capital allowances

1,148

420

Total tax charge

8,026

21,746

Tax effects relating to effects of other comprehensive income

2016

Gross

Tax

Net

£

£

£

Foreign Currency translation adjustment

120,769

-

120,769

120,769

-

120,769

6.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2016

301,327

Additions

20,286

At 31 December 2016

321,613

DEPRECIATION

At 1 January 2016

232,473

Charge for year

52,670

At 31 December 2016

285,143

NET BOOK VALUE

At 31 December 2016

36,470

At 31 December 2015

68,854

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

1,311,317

At 31 December 2016

1,311,317

NET BOOK VALUE

At 31 December 2016

1,311,317

The company's investments at the Balance Sheet date in the share capital of companies include the

following:

Agrofertrans Vietnam LLC

Registered office: 78A Street 49, Tan Quy Ward, District 7, Ho Chi Minh City, Vietnam

Nature of business: Commodities

%

Class of shares:

holding

Charter Capital

100.00

Sunagro Ukraine LLC

Registered office: 72 Velyka Vasylkivska, Kyiv, 03150,Ukraine

Nature of business: Commodities

%

Class of shares:

holding

Ordinary

100.00

Agrorozkvit LLC

Registered office: 44B Evhena Konovaltsia st., Kyiv, 01133, Ukraine

Nature of business: Commodities

%

Class of shares:

holding

Charter Capital

40.00

8.

STOCKS

2016

2015

£

£

Stocks

258,055

382,995

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Trade debtors

5,218,558

2,870,971

Amounts owed by group undertakings

1,783,742

-

Other debtors

47,341

44,773

VAT

25

-

Prepayments

132,226

114,797

7,181,892

3,030,541

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Bank loans and overdrafts (see note 12)

-

312,121

Trade creditors

3,092,454

299,959

Amounts owed to group undertakings

2,547,249

62,500

Tax

8,018

21,569

VAT

-

43,065

Other creditors

-

7,099

Accrued expenses

7,288

5,617

5,655,009

751,930

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2016

2015

£

£

Subordinated loan

3,365,775

2,593,750

The Subordinated Loan has resulted from an agreement between the parent company, AGFT Handel S.A.,

and the company's principal bankers. The agreement states that the parent company cannot withdraw loan

funds without the prior written consent of the banks. Therefore, this amount has been shown as falling due

greater than one year.