ACCOUNTS - Final Accounts preparation


Caseware UK (AP4) 2019.0.227 2019.0.227 2019-12-312019-05-202019-05-202019-05-202019-05-202019-12-312019-12-31falsetrue2019-02-18falseTea Processing00false SC621502 2019-02-17 SC621502 2019-02-18 2019-12-31 SC621502 2018-01-01 2019-02-17 SC621502 2019-12-31 SC621502 c:CompanySecretary1 2019-02-18 2019-12-31 SC621502 c:Director1 2019-02-18 2019-12-31 SC621502 c:Director1 2019-12-31 SC621502 c:Director2 2019-02-18 2019-12-31 SC621502 c:Director2 2019-12-31 SC621502 c:Director3 2019-02-18 2019-12-31 SC621502 c:Director3 2019-12-31 SC621502 c:Director4 2019-02-18 2019-12-31 SC621502 c:Director4 2019-12-31 SC621502 c:Director5 2019-02-18 2019-12-31 SC621502 c:Director5 2019-12-31 SC621502 c:Director6 2019-02-18 2019-12-31 SC621502 c:Director6 2019-12-31 SC621502 c:RegisteredOffice 2019-02-18 2019-12-31 SC621502 d:Buildings 2019-02-18 2019-12-31 SC621502 d:Buildings d:LongLeaseholdAssets 2019-02-18 2019-12-31 SC621502 d:PlantMachinery 2019-02-18 2019-12-31 SC621502 d:MotorVehicles 2019-02-18 2019-12-31 SC621502 d:FurnitureFittings 2019-02-18 2019-12-31 SC621502 d:OfficeEquipment 2019-02-18 2019-12-31 SC621502 d:OtherPropertyPlantEquipment 2019-02-18 2019-12-31 SC621502 d:Goodwill 2019-02-18 2019-12-31 SC621502 d:CurrentFinancialInstruments 2019-02-18 2019-12-31 SC621502 d:CurrentFinancialInstruments 2019-12-31 SC621502 d:Non-currentFinancialInstruments 2019-12-31 SC621502 d:CurrentFinancialInstruments d:WithinOneYear 2019-12-31 SC621502 d:Non-currentFinancialInstruments d:AfterOneYear 2019-12-31 SC621502 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2019-12-31 SC621502 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2019-12-31 SC621502 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2019-12-31 SC621502 d:ShareCapital 2019-02-18 2019-12-31 SC621502 d:ShareCapital 2019-12-31 SC621502 d:RetainedEarningsAccumulatedLosses 2019-02-18 2019-12-31 SC621502 d:RetainedEarningsAccumulatedLosses 2019-12-31 SC621502 d:AcceleratedTaxDepreciationDeferredTax 2019-12-31 SC621502 c:OrdinaryShareClass1 2019-02-18 2019-12-31 SC621502 c:OrdinaryShareClass1 2019-12-31 SC621502 c:FRS102 2019-02-18 2019-12-31 SC621502 c:Audited 2019-02-18 2019-12-31 SC621502 c:FullAccounts 2019-02-18 2019-12-31 SC621502 c:PrivateLimitedCompanyLtd 2019-02-18 2019-12-31 SC621502 d:Subsidiary1 2019-02-18 2019-12-31 SC621502 d:Subsidiary1 1 2019-02-18 2019-12-31 SC621502 d:Subsidiary2 2019-02-18 2019-12-31 SC621502 d:Subsidiary2 1 2019-02-18 2019-12-31 SC621502 d:Subsidiary3 2019-02-18 2019-12-31 SC621502 d:Subsidiary3 1 2019-02-18 2019-12-31 SC621502 c:Consolidated 2019-12-31 SC621502 c:ConsolidatedGroupCompanyAccounts 2019-02-18 2019-12-31 SC621502 2 2019-02-18 2019-12-31 SC621502 6 2019-02-18 2019-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: SC621502










SILVERBACK TEA COMPANY LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2019

 
SILVERBACK TEA COMPANY LIMITED
 

COMPANY INFORMATION


Directors
Dipankar Chatterjee (appointed 19 March 2019)
Rudra Chatterjee (appointed 19 March 2019)
David Knopp (appointed 19 March 2019)
Atul Rastogi (appointed 20 May 2019)
Sir Ian Wood (appointed 18 February 2019)
Alistair Buchan (appointed 18 February 2019, resigned 20 May 2019)




Company secretary
Alistair Buchan



Registered number
SC621502



Registered office
Blenheim House
Fountainhall Road

Aberdeen

Scotland

AB15 4DT





 
SILVERBACK TEA COMPANY LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Consolidated profit and loss account
9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
13
Consolidated Statement of cash flows
14
Analysis of net debt
15
Notes to the financial statements
16 - 37


 
SILVERBACK TEA COMPANY LIMITED
 

GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2019

Introduction
 
The directors present their strategic report for the period ended 31 December 2019.

Business review
 
The company was incorporated in February 2019 and during this first period of trading controlling stakes were acquired in three tea processing factories in Rwanda.  Two are long established businesses where the focus has since been to improve the quality of the made tea being produced and therefore its marketability.  The third factory opened its first phase in August 2019 and is processing tea from a significant new tea development, so will expand over time as production increases.
The profitability of the existing businesses was broadly in line with the previous year but significant preparatory improvement work both in the tea fields and in the factories took place in the period since acquisition which the company expects will improve the relative performance of these businesses in the future.
As shown in the Consolidated Statement of Cashflows, the group profit of approximately $0.2 million is stated after charging $1.7 million on amortisation of intangible assets.  Net cash generated from operating activities was approximately $2.3 million and cash in hand at 31 December 2019 was $10.1 million so with net current assets of approximately $10.8 million the board are satisfied that adequate reserves are held to meet the short-term cash requirements of the company.

Principal risks and uncertainties
 
The principal risks and uncertainties faced by the company relate to climatic conditions in Rwanda, global tea prices and political stability.  These risks are mitigated by operating in areas with a good history of tea growing conditions, by applying our expertise in the tea industry to improve the made tea quality and market it appropriately.

Financial key performance indicators
 
The company is funded by a combination of equity and both shareholder and bank debt and so is reliant on the profitability of the subsidiary companies to generate income and cash to fund the bank debt repayment obligations in particular. Gisovu Tea Company Limited and Pfunda Tea Company Limited are well established and profitable businesses.  Rugabano Tea Company Limited, acquired in December 2019, is a start-up company which will require further investment to increase capacity as Greenleaf supply from the new tea development increases, and this investment is also factored into the funding requirements of the company.

Other key performance indicators
 
The key performance indicators for the subsidiary companies that drive their profitability are volume of made tea produced and the selling price.  Whilst volumes are significantly influenced by climatic conditions, management are also tasked with implement good agricultural, agronomic and production practices to maximise yields.  

Directors' statement of compliance with duty to promote the success of the Group
 
The Board considers, both individually and together, that they have acted in the way they consider, in good faith, would most likely promote the success of the company for the benefit of its shareholders, and having regard to its various stakeholders including staff and smallholder tea farmer suppliers.

Page 1

 
SILVERBACK TEA COMPANY LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019


This report was approved by the board and signed on its behalf.



Rudra Chatterjee
Director

Date: 28 October 2020

Page 2

 
SILVERBACK TEA COMPANY LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the period ended 31 December 2019.

Results and dividends

The loss for the period, after taxation and minority interests, amounted to $591,100.

Directors

The directors who served during the period were:

Dipankar Chatterjee (appointed 19 March 2019)
Rudra Chatterjee (appointed 19 March 2019)
David Knopp (appointed 19 March 2019)
Atul Rastogi (appointed 20 May 2019)
Sir Ian Wood (appointed 18 February 2019)
Alistair Buchan (appointed 18 February 2019, resigned 20 May 2019)

Future developments

The business plan for the coming year is to continue to improve the performance of the subsidiary tea factories, and expand the factory at Rugabano following the opening of the initial phase in 2019.

Engagement with employees

Significant efforts have been made during the financial year to engage with employees and other stakeholders including the smallholder farmer suppliers following the acquisition of the subsidiary companies. The directors seek to promote a safe working environment and a culture of shared-vision and cooperation to improve the performance of the company.

Statement of corporate governance arrangements

The company has not applied a particular corporate governance code due to the low complexity of the company structure and the representation of owners on the boards. Board meetings of the subsidiary companies are held quarterly and attended by their respective management plus representatives of the parent company.  Management present a report of the business performance for the period and the proposed plan for the coming period and so are provided with clear actions and approval to deliver the objectives of the board. Quarterly parent company board meetings are also held.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 3

 
SILVERBACK TEA COMPANY LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019

Post balance sheet events

There has been an outbreak of Corona Virus (COVID-19) worldwide since December 2019.  Whilst various mitigation measures were implemented, the group’s operations experienced no significant business disruptions since agricultural activities were allowed to continue in Rwanda.  However, delays in transporting tea to Mombasa auction and for direct export sales were experienced resulting in minimal reduction in the volume of tea sold during May and June 2020.  Average prices also dropped slightly over the same period.
The situation of transport and prices dropping has now normalised.  Further, given that in the region and internationally, many of the lockdown measures are being lifted, directors do not anticipate any shortage in supply of critical spares and consumables for the next twelve months.  Directors will continue to monitor and assess the situation as it develops.
As at the time of release of these financial statements, and based on the assessment made, directors are not aware of any material uncertainty related to these events or conditions that may cast doubt upon the group’s ability to continue as a going concern.  Further, the directors consider the carrying values of assets held at 31 December 2019 to be fairly stated.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Rudra Chatterjee
Director

Date: 28 October 2020

Page 4

 
SILVERBACK TEA COMPANY LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2019

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

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 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'. 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 state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 
SILVERBACK TEA COMPANY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILVERBACK TEA COMPANY LIMITED
 

Opinion


We have audited the financial statements of Silverback Tea Company Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2019, which comprise the Group Profit and loss account, the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In 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 December 2019 and of the Group's profit for the period 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.



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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, 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.


Conclusions relating to going concern


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:


the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.



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 statementsour 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
Page 6

 
SILVERBACK TEA COMPANY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILVERBACK TEA COMPANY LIMITED (CONTINUED)


required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.



Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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 on page 5, 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 the 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.


Page 7

 
SILVERBACK TEA COMPANY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SILVERBACK TEA COMPANY LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Use of our report
 

This report is made solely to the Company's members in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 for our audit work, for this report, or for the opinions we have formed.





John Black (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

12 November 2020
Page 8

 
SILVERBACK TEA COMPANY LIMITED
 

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2019

2019
Note
$

  

Turnover
 4 
10,022,193

Cost of sales
  
(5,365,227)

Gross profit
  
4,656,966

Administrative expenses
  
(2,370,990)

Fair value movements
  
22,769

Operating profit
 5 
2,308,745

Interest receivable and similar income
 8 
16,009

Interest payable and similar expenses
 9 
(1,326,994)

Profit before tax
  
997,760

Tax on profit
 10 
(794,193)

Profit for the financial period
  
203,567

Profit for the period attributable to:
  

Non-controlling interests
  
794,667

Owners of the parent
  
(591,100)

  
203,567

The notes on pages 16 to 37 form part of these financial statements.

Page 9

 
SILVERBACK TEA COMPANY LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2019

2019
Note
$


Profit for the financial period

  

203,567

Other comprehensive income
  


Currency translation differences
  
(614,766)

Other comprehensive income for the period
  
(614,766)

Total comprehensive income for the period
  
(411,199)

Profit for the period attributable to:
  


Non-controlling interest
  
794,667

Owners of the parent Company
  
(591,100)

  
203,567

Total comprehensive income attributable to:
  


Non-controlling interest
  
635,260

Owners of the parent Company
  
(1,046,459)

  
(411,199)

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
SILVERBACK TEA COMPANY LIMITED
REGISTERED NUMBER: SC621502

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019

2019
Note
$

Fixed assets
  

Intangible assets
 11 
21,209,156

Tangible assets
 12 
6,132,367

  
27,341,523

Current assets
  

Stocks
 14 
2,084,238

Debtors: amounts falling due within one year
 15 
1,899,000

Cash at bank and in hand
 16 
10,142,819

  
14,126,057

Creditors: amounts falling due within one year
 17 
(3,317,845)

Net current assets
  
 
 
10,808,212

Total assets less current liabilities
  
38,149,735

Creditors: amounts falling due after more than one year
 18 
(30,226,002)

Provisions for liabilities
  

Deferred taxation
 20 
(13,540)

  
 
 
(13,540)

Net assets
  
7,910,193


Capital and reserves
  

Called up share capital 
 21 
4,500,000

Foreign exchange reserve
  
(455,358)

Profit and loss account
  
(591,100)

Equity attributable to owners of the parent Company
  
3,453,542

Non-controlling interests
  
4,456,651

  
7,910,193


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 October 2020.




Rudra Chatterjee
Director

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
SILVERBACK TEA COMPANY LIMITED
REGISTERED NUMBER: SC621502

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019

2019
Note
$

Fixed assets
  

Investments
 13 
35,737,574

  
35,737,574

Current assets
  

Debtors: amounts falling due within one year
 15 
2,637,673

Cash at bank and in hand
 16 
4,029,292

  
6,666,965

Creditors: amounts falling due within one year
  
(8,575,878)

Net current (liabilities)/assets
  
 
 
(1,908,913)

Total assets less current liabilities
  
33,828,661

  

Creditors: amounts falling due after more than one year
 18 
(30,226,002)

  

Net assets
  
3,602,659


Capital and reserves
  

Called up share capital 
 21 
4,500,000

Loss for the period
  
(897,341)

Profit and loss account carried forward
  
(897,341)

  
3,602,659


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 October 2020.


Rudra Chatterjee
Director

The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
SILVERBACK TEA COMPANY LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity

$
$
$
$
$
$



Profit for the period
-
-
(591,100)
(591,100)
794,667
203,567

Currency translation differences
-
(455,358)
-
(455,358)
(159,407)
(614,765)

Movement arising on business combinations
-
-
-
-
3,821,391
3,821,391

Shares issued during the period
4,500,000
-
-
4,500,000
-
4,500,000


At 31 December 2019
4,500,000
(455,358)
(591,100)
3,453,542
4,456,651
7,910,193

The notes on pages 16 to 37 form part of these financial statements.


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019


Called up share capital
Profit and loss account
Total equity

$
$
$



Loss for the period
-
(897,341)
(897,341)

Shares issued during the period
4,500,000
-
4,500,000


At 31 December 2019
4,500,000
(897,341)
3,602,659

The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
SILVERBACK TEA COMPANY LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2019
$

Cash flows from operating activities

Profit for the financial period
203,567

Adjustments for:

Amortisation of intangible assets
1,704,789

Depreciation of tangible assets
369,265

Interest payable
1,326,944

Interest received
(16,009)

Taxation charge
794,193

Decrease in stocks
291,751

Increase in debtors
(827,758)

Decrease in creditors
(673,711)

Corporation tax paid
(392,932)

Other non-cash movements
(489,684)

Net cash generated from operating activities

2,290,415


Cash flows from investing activities

Purchase of tangible fixed assets
(201,251)

Payments to acquire subsidiary companies
(27,249,613)

Interest received
16,009

Loans advanced
(930,000)

Cash acquired on acquisition of subsidiaries
1,059,057

Net cash from investing activities

(27,305,798)

Cash flows from financing activities

Issue of ordinary shares
4,500,000

New loans advanced
30,947,878

Interest paid
(289,676)

Net cash used in financing activities
35,158,202

Net increase in cash and cash equivalents
10,142,819

Cash and cash equivalents at the end of period
10,142,819


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
10,142,819

10,142,819


The notes on pages 16 to 37 form part of these financial statements.

Page 14

 
SILVERBACK TEA COMPANY LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2019




Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2019
$

$

$

Cash at bank and in hand

9,083,762

1,059,057

10,142,819

Debt due after 1 year

(30,226,002)

-

(30,226,002)

Debt due within 1 year

(721,876)

-

(721,876)


(21,864,116)
1,059,057
(20,805,059)

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

1.


General information

Silverback Tea Company Limited is a private limited company incorporated in Scotland. The registered office address is Blenheim House, Fountainhall Road, Aberdeen. The principal activity of the group is the manufacture and sale of tea products through three trading subsidiaries.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 16

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.3

Going concern

The directors, having made due and careful enquiry, are of the opinion that the group has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.
In arriving at this conclusion, the directors have given due consideration to the impact of the worldwide Covid-19 pandemic on future operations and the ability of the group to continue to operate as a going concern. 
Whilst various mitigation measures were implemented, the group’s operations experienced no significant business disruptions since agricultural activities were allowed to continue in Rwanda.  However, delays in transporting tea to Mombasa auction and for direct export sales were experienced resulting in minimal reduction in the volume of tea sold during May and June 2020.  Average prices also dropped slightly over the same period.
The situation of transport and prices dropping has now normalised.  Further, given that in the region and internationally, many of the lockdown measures are being lifted, directors do not anticipate any shortage in supply of critical spares and consumables for the next twelve months. Directors will continue to monitor and assess the situation as it develops.
As at the time of release of these financial statements, and based on the assessment made, directors are not aware of any material uncertainty related to these events or conditions that may cast doubt upon the group’s ability to continue as a going concern and have therefore concluded that the group can continue to meet it’s obligations as they fall due and operate as a going concern.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing
the annual financial statements.

Page 17

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue recognition

The group manufactures and sells a range of tea products in the wholesale and retail markets. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 18

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.8

Borrowing costs

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

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 19

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Land & buildings
-
5%
Buildings and leasehold improvements
-
5%
Plant and machinery
-
25%
Motor vehicles
-
25%
Fixtures and fittings
-
25%
Office equipment
-
25 - 50%
Bearer plants
-
1-2%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 20

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each Statement of financial position date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is determined by the weighted Average method less provision for impairment. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

Page 21

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

  
2.19

Employee benefits

Retirement benefit obligations
The group and some of its employees contribute to the Rwandan National Social Security Fund, which is a defined contribution retirement benefits scheme. A defined contribution scheme is a retirement benefits scheme under which the Company pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
The groups’s contributions to the defined contribution retirement benefits scheme are charged to the profit and loss account in the year to which they relate.
Other entitlements
The estimated monetary liability for employees’ accrued annual leave entitlement at the balance sheet date is recognised as an expense accrual.

  
2.20

Biological Assets

Biological assets are comprised of green leaf shoots on tea bushes. They are measured on initial recognition and at each balance sheet date at fair value less estimated point-of-sale costs. Any gains or losses arising on initial recognition of biological assets and from subsequent changes in fair value less estimated point-of-sale costs are recognised in the profit and loss account in the year in which they arise.
The fair value of the green leaf shoots on tea bushes is estimated as the present value of expected future cash flows.

 
2.21

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated profit and loss account if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated profit and loss account.
Page 22

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

2.Accounting policies (continued)


2.21
Financial instruments (continued)


For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Page 23

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements, requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. 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. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements.
Useful life of bearer assets
Based on their knowledge of the business throughout the group the directors estimate the useful lives of trees and tea bushes at 100 years and 50 years respectively.
If the directors had applied a useful life of 50 years for trees, there would be no significant change to the depreciation charge for the year since the carrying value of trees is not significant to the financial statements.
If the directors had applied a useful life of 40 years for tea bushes, there would be no significant change to the depreciation charge for the year since the carrying value of tea bushes is not significant to the financial statements.
Deferred tax
Deferred tax assets are recognised in respect of tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Future taxable profits are estimated based on business plans which include estimates and assumptions regarding economic growth, interest, inflation, taxation rates and competitive forces. Judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits, together with future tax planning strategies.
Goodwill 
The Group establishes a reliable estimate of the useful life of goodwill arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.


4.


Turnover

The whole of the turnover is attributable to tea sales. 

Analysis of turnover by country of destination:

2019
$

United Kingdom
2,189,845

Rest of Europe
1,188,251

Rest of the world
6,644,097

10,022,193


Page 24

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

5.


Operating profit

The operating profit is stated after charging:

2019
$

Gain on foreign exchange differences
566,521

Operating lease rentals
64,745


6.


Auditor's remuneration

2019
$


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
80,950


Fees payable to the Group's auditor and its associates in respect of:


Taxation compliance services
6,000

6,000

Page 25

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

7.


Employees

Staff costs were as follows:


Group
2019
$


Wages and salaries
788,152

Cost of defined contribution scheme
38,798

826,950


The average monthly number of employees, including the directors, during the period was as follows:


        2019
            No.






Management
6



Administration
26



Operations - permanent
106



Operations - seasonal
3,043

3,181

The directors did not receive any remuneration during the period.


8.


Interest receivable

2019
$


Other interest receivable
6,610

Bank interest receivable
9,399

16,009


9.


Interest payable and similar expenses

2019
$


Bank interest payable
416,599

Loans from parent undertakings (note 18)
910,395

1,326,994

Page 26

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

10.


Taxation


2019
$


Foreign tax


Foreign tax on income for the year
818,555

818,555

Total current tax
818,555

Deferred tax


Origination and reversal of timing differences
(24,362)

Total deferred tax
(24,362)


Taxation on profit on ordinary activities
794,193

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2019
$


Profit on ordinary activities before tax
997,760


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
189,574

Effects of:


Non-tax deductible amortisation of goodwill and impairment
323,910

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
147,807

Lower rate taxes on overseas earnings
(37,591)

Unrelieved tax losses carried forward
170,493

Total tax charge for the period
794,193

Page 27

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

11.


Intangible assets

Group




Goodwill

$



Cost


Additions
22,913,945



At 31 December 2019

22,913,945



Amortisation


Charge for the period on owned assets
1,704,789



At 31 December 2019

1,704,789



Net book value



At 31 December 2019
21,209,156



Page 28

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

12.


Tangible fixed assets

Group






Land & buildings
Buildings & leasehold improvements
Plant & machinery
Motor vehicles

$
$
$
$



Cost or valuation


Additions
-
-
96,546
59,489


Acquisition of subsidiary
3,750,963
1,748,731
2,990,072
972,040


Transfers between classes
23,166
-
291
-


Exchange adjustments
(137,706)
(51,057)
(111,536)
(36,962)



At 31 December 2019

3,636,423
1,697,674
2,975,373
994,567



Depreciation


Charge for the period on owned assets
50,147
49,478
136,417
51,301


Transfers between classes
19,139
-
-
-


Acquisition             of subsidiary
1,882,487
618,146
2,279,482
870,282


Exchange adjustments
(70,428)
(23,798)
(86,601)
(33,043)



At 31 December 2019

1,881,345
643,826
2,329,298
888,540



Net book value



At 31 December 2019
1,755,078
1,053,848
646,075
106,027
Page 29

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

           12.Tangible fixed assets (continued)


Fixtures & fittings
Office equipment
Assets under construction
Bearer Assets
Total

$
$
$
$
$



Cost or valuation


Additions
-
7,300
35,903
2,013
201,251


Acquisition of subsidiary
2,045,718
210,468
1,113,375
1,998,049
14,829,416


Transfers between classes
-
(23,165)
(39,704)
39,412
-


Exchange adjustments
(74,642)
(7,018)
(40,078)
(74,391)
(533,390)



At 31 December 2019

1,971,076
187,585
1,069,496
1,965,083
14,497,277



Depreciation


Charge for the period on owned assets
44,024
10,762
-
27,136
369,265


Transfers between classes
-
(19,139)
-
-
-


Acquisition             of subsidiary
1,910,855
198,854
-
547,957
8,308,063


Exchange adjustments
(70,828)
(7,045)
-
(20,675)
(312,418)



At 31 December 2019

1,884,051
183,432
-
554,418
8,364,910



Net book value



At 31 December 2019
87,025
4,153
1,069,496
1,410,665
6,132,367

Page 30

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

13.


Fixed asset investments

Group












Company





Investments in subsidiary companies

$



Cost or valuation


Additions
35,737,574



At 31 December 2019
35,737,574





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Pfunda Tea Company Limited
PO Box 206, Rubavu, Rwanda
Ordinary
90%
Gisovu Tea Company Limited
PO Box 60, District of Karongi, Western Province, Rwanda
Ordinary
60%
Rugabano Tea Company Pvt Limited
Muhima, Nyarugenge, Umujyi, Wa Kigali, Rwanda
Ordinary
100%

Refer to note 23 for further detail on investment additions in the period.

Page 31

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

14.


Stocks

Group
2019
$

Raw materials and consumables
616,207

Biological assets
57,580

Finished goods and goods for resale
1,410,451

2,084,238


Biological assets are Green leaf shoots on the tea bushes and are carried at fair value.
In determining the fair value of biological assets, the group uses the present value of expected cash flows from the asset if sold in an open market. Management uses estimates based on their experience, prices of cut harvested tea. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed on a regular basis to reduce any differences between estimates and actual experience. 
Following acquisition in the year the fair value of the biological assets has increased by $22,769 and this is recognised in the income statement for the period.


15.


Debtors

Group
Company
2019
2019
$
$


Trade debtors
617,518
-

Amounts owed by group undertakings
-
1,735,954

Amounts owed by related parties
36,998
-

Other debtors
1,154,846
901,719

Foreign tax recoverable
89,638
-

1,899,000
2,637,673


Included within amounts owed by group undertakings are amounts totaling $930,000 which have been advanced under a formal lending arrangement which allows for a maximum drawdown of $3,000,000. Advances on the loan are repayable on demand one year following drawdown and require to be be repaid in full by 31 December 2023. Interest is charged on the loan at a rate 4.5% per annum however the company has elected not to apply this charge in the current period. The loan is unsecured. 


16.


Cash and cash equivalents

Group
Company
2019
2019
$
$

Cash at bank and in hand
10,142,819
4,029,292

10,142,819
4,029,292


Page 32

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

17.


Creditors: Amounts falling due within one year

Group
Company
2019
2019
$
$

Bank loans
721,876
721,876

Trade creditors
442,003
-

Amounts owed to parent undertakings (note 18)
910,395
910,395

Amounts owed to group undertakings
-
6,189,861

Foreign corporation tax
256,467
-

Other taxation and social security
6,412
-

Other creditors
980,692
753,746

3,317,845
8,575,878


Included within amounts owed to group undertakings are two loans advanced under formal lending arrangements.
One of the loans is included at $4,000,000 and allows for a maximum drawdown of $4,500,000, while the other is included at $2,000,000 which is the maximum available drawdown. Advances on both loans are repayable on demand one year following drawdown and require to be be repaid in full by 31 December 2023. Interest is charged on the loan at a rate 4.5% per annum and accrued interest totaling $189,861 is included with the year end balance. Both loan balances are unsecured.


18.


Creditors: Amounts falling due after more than one year

Group
Company
2019
2019
$
$

Bank loans
13,354,441
13,354,441

Amounts owed to parent undertakings
16,871,561
16,871,561

30,226,002
30,226,002


Included with amounts owed to parent undertakings are amounts due to shareholders of the group with amounts being advanced under two formal lending arrangements. 
One of the loans is included at $12,246,116 and allows for a maximum drawdown of $15,000,000, while the other is included at $4,626,445 and allows for a maximum drawdown of $5,000,000. Advances on both loans are repayable in full by 31 December 2027 but the loan agreements do allow for early repayment at Silverback Tea Company's discretion.
Interest is charged on the loan at a rate 7% per annum and accrued interest totaling $910,395 is included within amounts due within one year. Loans from parent undertakings are unsecured

Page 33

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

19.


Bank loans

As at 31 December 2019 the bank loan bears interest at a rate of 2.25% over 6 month libor and is repayable in half yearly installments with the final installment falling due in April 2027.
Security over the facility has been granted by the parent company of the group.


Group
Company
2019
2019
$
$

Amounts falling due within one year

Bank loans
721,876
721,876

Amounts falling due 1-2 years

Bank loans
721,717
721,717

Amounts falling due 2-5 years

Bank loans
5,414,067
5,414,067

Amounts falling due after more than 5 years

Bank loans
7,218,657
7,218,657

14,076,317
14,076,317



20.


Deferred taxation


Group



2019


$






Charged to profit or loss
24,362


Charged to other comprehensive income
(612)


Arising on business combinations
(37,290)



At end of year
(13,540)

The deferred taxation balance is made up as follows:

Group
2019
$

Accelerated capital allowances
(13,540)

(13,540)

Page 34

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

21.


Share capital

2019
$
Allotted, called up and fully paid


4,500 Ordinary shares of $1,000.00 each
4,500,000

During the year 4,500 shares were issued at their nominal value of $1,000 per share.


22.


Capital commitments




At 31 December 2019 the Group and Company had capital commitments as follows:


Group
2019
$

Contracted for but not provided in these financial statements
(13,651)

(13,651)

Page 35

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

23.


Business Combinations

During the year the group entered into 3 acquisition transactions.
In March 2019 the group acquired a 60% stake in Gisovu Tea Company Limited, the consideration for the acquisition was settled in cash and assignation of a balance due by the former owner to Gisovu Tea Company which remains outstanding and payable by Silverback Tea Company as at 31 December 2019.
In April 2019 the group completed a transaction to acquire a 90% stake in Pfunda Tea Company Limited, the consideration for the acquisition was settled in cash and assignation of a balance due by the former owner to  Pfunda Tea Company Limited which was settled prior to the year end. 
In December 2019 the group acquired a 100% stake in Rugabano Tea Company Pvt Limited, the consideration for the acquisition was settled in cash
The following table summarises these transactions for the period ended 31 December 2019:

Gisovu Tea Company Limited
Pfunda Tea Company Limited
Rugabano Tea Company Pvt Limited
Total
        $
        $
        $
        $

Cash consideration paid in the period

11,054,535

14,188,078

2,007,000
 
27,249,613
 
Debt assignation

4,030,822

3,823,222

-
 
7,854,044
 
Cash consideration due at the year end

628,453

5,464

-
 
633,917
 
Total consideration

15,713,810

18,016,764

2,007,000
 
35,737,574
 

Net assets acquired

(4,678,495)

(6,321,563)

(1,823,571)
 
(12,823,629)
 
Goodwill on transaction

11,035,315

11,695,201

183,429
 
22,913,945
 


24.


Commitments under operating leases

At 31 December 2019 the Group had future minimum lease payments under non-cancellable operating leases as follows:


Group
2019
$

Not later than 1 year
54,455

54,455

25.


Related party transactions

In addition to amounts disclosed in note 18 the group has amounts due from a non-controlling interest totalling $36,998. The advance is repayable over 24 months, with the last instalment due in November 2021. The advance is interest free and is not unsecured. 

Page 36

 
SILVERBACK TEA COMPANY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019

26.


Controlling party

The controlling party and ultimate parent entity of the group is Luxmi Tea Co Private Limited, a company incorporated in India.

Page 37