Company registration number 12710538 (England and Wales)
FUJAX UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
FUJAX UK LIMITED
COMPANY INFORMATION
Directors
C J Dyason
A T Malashewsky
(Appointed 26 March 2024)
T Schoonenberg
(Appointed 22 August 2024)
Secretary
T Schoonenberg
Company number
12710538
Registered office
Island Studios
22 St. Peters Square
London
W6 9NW
Auditor
TC Group
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Income statement
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
FUJAX UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Fair review of the business

The company ended its third period of trading with a healthy core group of customers and suppliers. The company's core business is to act as a principal between miners and smelters globally, focusing on the sale and trading of metal ores, concentrates, and secondary materials, primarily manganese, chrome, and coal.  The immediate and ultimate parent company is Fujax Group Holdings, incorporated in the United Kingdom.

 

The company maintained its focus on its profitable core trading activities while navigating a highly sensitive industry influenced by volatile commodity prices, freight rates, and logistical challenges. Despite the broader market uncertainties, Fujax successfully retained and entered new relationships with key suppliers and customers, ensuring continuity in its operations and growth opportunities.

 

Throughout 2023, the company continued to establish itself within the market, leveraging its expertise to grow its trading activities and capitalise on opportunities in its core business. However, the year was not without challenges. Impairments to investments and advances provided to suppliers—an integral part of securing future offtake agreements—resulted in a net loss for the period.

 

The directors are pleased to note that the company made significant progress in strengthening its operational structure through the establishment of wholly owned sourcing agents, which has enhanced control and visibility over supply chains.

 

As the company continues to face uncertainties related to global logistics, interest rates, and broader economic conditions, the directors remain focused on closely monitoring and managing these risks. Despite the challenges, the directors are optimistic about the company’s long-term profitability and growth. With a resilient core business, strategic operational enhancements, and ongoing support from key stakeholders, the company is well-positioned to capitalise on future opportunities and deliver sustained value to its partners.

Principal risks and uncertainties

Financial instruments of significance to the company comprise primary financial instruments (mainly cash, borrowings, debtors and creditors). The main financial risks to which the company is exposed are market risk, counterparty risk, interest rate risk and liquidity risk.

 

Market risk is the risk that movements in metal prices or foreign exchange rates will cause fluctuations in the values of, or cash flows arising from, financial assets and liabilities, and from other contracts for the future delivery of metal. Exposures to metal price movements and foreign exchange rate fluctuations are restricted by the imposition of trading position limits by the directors.

 

Counterparty risk is the risk that a customer or supplier will fail to fulfil their contractual obligations. Exposure to counterparty risk is reduced by the use of credit control policies, which are approved centrally, including the use of credit limits, volume of business limits and the margining of customers.

 

Interest rate risk is the risk that increases or decreases in floating interest rates will adversely affect the company's performance. Exposure to interest rate risk is reduced by using short term financing dedicated to specific business and factoring interest charges into the prices charged to customers to cover this expense.

 

The risk that adequate funding is not available to the company to meet its commitments associated with financial instruments is liquidity risk. The company plans its future business in conjunction with its borrowing facilities to avoid liquidity problems, and maintains relationships with lenders to ensure that credit lines are adequate.

FUJAX UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Future developments

The company is refocusing its efforts on its core business activity of trading, aiming to consolidate and enhance its market position. As part of its strategic plans for 2024 and beyond, the company is undertaking several key initiatives:

 

- Reduction and rationalisation of overhead costs: Streamlining operations and optimizing resources to improve cost efficiency and ensure long-term sustainability.

 

- Restructuring of debt: Aligning the company’s financial obligations to better support operational flexibility and growth initiatives.

 

- Wholly owned sourcing subsidiaries vs. agents: This initiative has already demonstrated significant benefits by increasing trading profitability, transparency, and operational control. Further development of this structure will continue to enhance the company’s ability to manage its supply chain effectively.

 

The directors are confident that these measures, alongside the company’s resilient core business model and strong stakeholder support, will position the company for sustainable growth and profitability in the years ahead.

Key performance indicators

The key performance indicators are as follows:

 

2023            2022

 

Turnover              $196,651,000     $190,015,000

Gross profit Margin         4.0%         3.6%

Average staff numbers         20            13

 

Management are pleased to report improvements in metrics in 2023, and hope to see further growth in 2024.

Section 172(1) Statement
Culture and management

During the preparation of these financial statements the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duties under section 172.

 

Under the Act a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, 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.

Most of the board have executive roles within the organisation which ensures it remains highly engaged with the day to day business of the company. Regular reviews of the company’s performance ensure that the company continues to capitalise on opportunities whilst avoiding the type of excessive risk taking that could jeopardies the existence of the company. The board also continue to fulfil their other core duties to oversee the company’s culture, governance, financial controls, risk and change management.

Our people

We have 22 people in our office and aim to be a company where our people are proactive and take the lead in all areas of the business. Constant engagement, training as required, a fair incentive scheme and collaboration with our colleagues is vital in ensuring an efficient, well balanced and as low risk environment as possible. The company enjoys a high level of staff retention.

FUJAX UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Our Counterparties

These include mines, producers, smelters, warehouses, freight forwarders and shipping brokers. We foster long term relationships by dealing in a transparent and responsive way across all departments of the company which lead to strong trusted connections between all areas of the business.

On behalf of the board

T Schoonenberg
Director
29 January 2025
FUJAX UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of trading metal ores, concentrates and secondary materials.

Results and dividends

The results for the year are set out on page 9.

No interim dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

C J Dyason
T S Swithenbank
(Resigned 26 March 2024)
S L Wooldridge
(Resigned 19 April 2024)
R J Lamming
(Appointed 15 May 2023 and resigned 14 August 2024)
A T Malashewsky
(Appointed 26 March 2024)
T Schoonenberg
(Appointed 22 August 2024)
Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The company's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the company at the year end were equivalent to 12 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

TC Group were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

The carbon and energy reporting has been included in the annual report of Fujax Group Limited, the company's parent undertaking.

FUJAX UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
T Schoonenberg
Director
29 January 2025
FUJAX UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FUJAX UK LIMITED
- 6 -
Opinion

We have audited the financial statements of Fujax UK Limited (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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, 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

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Note 1.2 to the financial statements concerning the company’s ability to continue as a going concern. As explained in Note 1.2, at 31 December 2023, the company had net liabilities of $1,052,000, having incurred a loss for the year of $1,736,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the company’s principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future. Should, for any reason, this support be withdrawn there would be significant doubt as to the company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.

 

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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

FUJAX UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FUJAX UK LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

 

Our approach was as follows:

 

 

FUJAX UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FUJAX UK LIMITED
- 8 -

 

 

 

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://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 member 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 member those matters we are required to state to the member 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 member for our audit work, for this report, or for the opinions we have formed.

Mark Bailey FCA CTA (Senior Statutory Auditor)
For and on behalf of TC Group
29 January 2025
Statutory Auditor
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
$'000
$'000
Revenue
3
196,651
190,015
Cost of sales
(188,836)
(183,218)
Gross profit
7,815
6,797
Administrative expenses
(9,235)
(3,955)
Other operating income
78
1,680
Operating (loss)/profit
4
(1,342)
4,522
Investment income
6
2,777
162
Finance costs
7
(3,145)
(3,090)
(Loss)/profit before taxation
(1,710)
1,594
Tax on (loss)/profit
9
(26)
(172)
(Loss)/profit and total comprehensive income for the financial year
(1,736)
1,422
FUJAX UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
$'000
$'000
$'000
$'000
Non-current assets
Property, plant and equipment
10
861
122
Investments
11
2
2
863
124
Current assets
Inventories
15
10,114
21,846
Trade and other receivables
14
31,245
45,189
Cash and cash equivalents
577
4,188
41,936
71,223
Current liabilities
16
(43,409)
(70,663)
Net current (liabilities)/assets
(1,473)
560
Total assets less current liabilities
(610)
684
Non-current liabilities
16
(442)
-
Net (liabilities)/assets
(1,052)
684
Equity
Called up share capital
20
-
0
-
0
Retained earnings
(1,052)
684
Total equity
(1,052)
684
The financial statements were approved by the board of directors and authorised for issue on 29 January 2025 and are signed on its behalf by:
T Schoonenberg
Director
Company registration number 12710538 (England and Wales)
FUJAX UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Retained earnings
Total
$'000
$'000
$'000
Balance at 1 January 2022
-
(738)
(738)
Year ended 31 December 2022:
Profit and total comprehensive income
-
1,422
1,422
Balance at 31 December 2022
-
684
684
Year ended 31 December 2023:
Loss and total comprehensive income
-
(1,736)
(1,736)
Balance at 31 December 2023
-
(1,052)
(1,052)
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information

Fujax UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Island Studios, 22 St. Peters Square, London, W6 9NW. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in US dollars which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Fujax UK Limited is a wholly owned subsidiary of Fujax Group Limited and the results of Fujax UK Limited are included in the consolidated financial statements of Fujax Group Limited which are available from its registered office.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Fujax Group Limited. The group accounts of Fujax Group Limited are available to the public from its registered office.

1.2
Going concern

At 31 December 2023, the company had net liabilities of $1,052,000, having incurred a loss for the year of $1,736,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the company’s principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future to enable to the company to meet its commitments and obligations as they fall due. The directors are not aware of any reason why this financial support should be withdrawn, and are therefore satisfied that the company is, and will remain, a going concern.true

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Revenue

Revenue is measured based on the consideration specified in a contract with a customer. The company recognises revenue when it transfers control of goods to a customer, net of any discounts and rebates allowed by the company and value added taxes.

Sale of goods

Sales of metal ores and concentrates are recognised when the company has transferred to the customer significant risks and rewards of ownership of the goods. In most instances this is recognised when the product is dispatched to the destination specified by the customer and the bill of lading has been released.

 

For certain contracts, the sales price is determined on a provisional basis at the date of the sale, as the final selling price is subject to movements in weights and assays. Sales prices on provisionally priced sales are recognised based on the estimated fair value of the total consideration receivable. Where provisional weights and assays have been used, an appropriate retention is made until such amounts are finally determined and agreed.

Other income

Other income represents a management fee receivable for services incurred on behalf of a related party. The management fee is recognised on an accruals basis.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Straight line over the lease term
Fixtures and fittings
6 years straight line
Plant and equipment
5 years straight line
Computers
3-5 years straight line
Right of use asset
Straight line over the lease term

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Non-current investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.7
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises direct materials and, where applicable, shipping and warehousing costs.

Net realisable value is the estimated selling price less all estimated costs of delivery to be incurred.

1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

 

The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade receivables. To measure the expected credit losses, trade receivables and contract assets are viewed on a customer by customer basis. At each year end, the expected loss rates have regard to the payment profiles of previous sales and the corresponding historical credit losses experienced. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. Deferred tax assets for losses carried forward are not recognised in the statement of financial position.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense in the period of employment.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.16
Foreign exchange

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined on the following page.

Critical judgements
Inventories

Inventories are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for inventory where the market value has fallen below the original price paid by the company. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

Recoverability of receivables

Receivables (including loans) are assessed for indicators of impairment at each reporting period end.

 

The directors apply their judgement in considering the likely recovery of receivables outstanding at the period end to ensure that a provision is made against any uncertain balances. In arriving at a suitable provision, regard is given to the age profile of the debt and assessment is made by the directors based on the particular circumstances of each matter.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Critical accounting estimates and judgements
(Continued)
- 17 -
Key sources of estimation uncertainty
Open sales contracts

For certain sales contracts, where the sales price is determined on a provisional basis, the final selling price is subject to movements in final weights and assays. At each reporting period end any open contracts are reviewed and an appropriate retention is made until such amounts are finally determined and agreed.

3
Revenue
2023
2022
$'000
$'000
Revenue analysed by class of business
Sale of goods
196,651
190,015
2023
2022
$'000
$'000
Other income
Management charges
11
1,759
Commission income
67
-

In the opinion of the directors it would be seriously prejudicial to the business of the company to disclose the geographical spread of turnover.

4
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
$'000
$'000
Exchange losses/(gains)
14
(71)
Fees payable to the company's auditor for the audit of the company's financial statements
96
28
Depreciation of property, plant and equipment
211
97
Cost of inventories recognised as an expense
188,615
181,094
Write downs of inventories recognised as an expense
(509)
521
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Employees
20
13
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2023
2022
$'000
$'000
Wages and salaries
2,448
2,294
Social security costs
335
279
Pension costs
82
59
2,865
2,632
6
Investment income
2023
2022
$'000
$'000
Interest income
Other interest income
2,777
162
7
Finance costs
2023
2022
$'000
$'000
Interest on financial liabilities measured at amortised cost:
Interest on other loans
3,145
3,090
8
Directors' remuneration
2023
2022
$'000
$'000
Remuneration for qualifying services
932
1,095
Company pension contributions to defined contribution schemes
16
25
948
1,120

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022: 3).

2023
2022
Remuneration disclosed above include the following amounts paid to the highest paid director:
$'000
$'000
Remuneration for qualifying services
404
751
Company pension contributions to defined contribution schemes
-
9
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
9
Taxation
2023
2022
$'000
$'000
Current tax
UK corporation tax on profits for the current period
26
172

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

2023
2022
$'000
$'000
(Loss)/profit before taxation
(1,710)
1,594
Expected tax (credit)/charge based on a corporation tax rate of 23.50% (2022: 19.00%)
(402)
303
Effect of expenses not deductible in determining taxable profit
486
42
Utilisation of tax losses not previously recognised
-
0
(138)
Permanent capital allowances in excess of depreciation
(58)
(10)
Other differences
-
(25)
Taxation charge for the year
26
172
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
10
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Plant and equipment
Computers
Right of use asset
Total
$'000
$'000
$'000
$'000
$'000
$'000
Cost
At 31 December 2022
3
52
6
36
199
296
Additions in the period
282
80
-
0
11
591
964
Disposals
-
0
-
0
-
0
-
0
(202)
(202)
At 31 December 2023
285
132
6
47
588
1,058
Accumulated depreciation and impairment
At 31 December 2022
-
0
13
1
6
154
174
Charge for the year
36
17
1
7
150
211
Eliminated on disposal
-
0
-
0
-
0
-
0
(188)
(188)
At 31 December 2023
36
30
2
13
116
197
Carrying amount
At 31 December 2023
249
102
4
34
472
861
At 31 December 2022
3
39
5
30
45
122
11
Investments
2023
2022
$'000
$'000
Investments in subsidiaries
2
2
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Principal activities
% Held
Direct
Indirect
1 - Fujax East Africa Ltd
Kenya
Metals & minerals trading
90.00
-
2 - Fujax South Africa Ltd
South Africa
Metals & minerals trading
100.00
-
3 - NC Manganese Ltd
South Africa
Mining
-
51.00
4 - Leo Commodities Limited
Kenya
Metals & minerals trading
-
54.00
5 - Glosam Manganese (Pty) Ltd
South Africa
Mining
-
51.00

Registered office addresses:

1
Comarco Base, Mikanjuni Road, Ganjoni, Mombasa, Mombasa District, Kenya
2
Office 208, 2nd Floor, Vineyard Centre, 10 Vineyard Road, Claremont, Cape Town, South Africa
3
24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa
4
51 Mombasa Road, Athi River, Machakos, Athi River District, Kenya
5
24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa
13
Associates

Details of the company's associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
1 - Malfini Gas Ltd
Kenya
Metals & minerals trading
Ordinary shares
-
45.00
2 - Wepex Trading Ltd
South Africa
Mining
Ordinary shares
-
25.00

Registered office addresses:

 

1 - Kiembeni Estate No. 924, Mombasa, Mombasa District, Kenya

2 - 24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa

14
Trade and other receivables
Current
Non-current
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Trade receivables
17,786
22,263
-
-
VAT recoverable
58
41
-
-
Amounts owed by fellow group undertakings
4,093
5,309
-
0
-
0
Amounts owed by joint ventures
-
0
-
0
-
0
11,006
Amounts owed by associate undertakings
-
0
279
-
0
-
0
Other receivables
5,999
4,210
-
-
Prepayments and accrued income
3,309
2,081
-
-
31,245
34,183
-
11,006
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
15
Inventories
2023
2022
$'000
$'000
Metal ores and concentrates
10,114
21,846
16
Liabilities
Current
Non-current
2023
2022
2023
2022
Notes
$'000
$'000
$'000
$'000
Borrowings
-
0
6,457
-
0
-
0
Trade and other payables
17
43,249
63,621
-
0
-
0
Corporation tax
(99)
172
-
-
Other taxation and social security
208
370
-
-
Lease liabilities
18
51
43
442
-
0
43,409
70,663
442
-
17
Trade and other payables
2023
2022
$'000
$'000
Trade payables
4,574
3,586
Amounts owed to fellow group undertakings
333
370
Amounts owed to related parties
17,051
39,946
Accruals and deferred income
20,449
19,696
Other payables
842
23
43,249
63,621
18
Lease liabilities
2023
2022
$'000
$'000
Right of use lease liabilites
493
43
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
82
59

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
Ordinary shares of £1 each
100
100
-
-
21
Contingent liabilities

In the year, the company provided a guarantee to Monjasa A/S of up to $150,000 on behalf of Comarco Supply Base (EPZ) Limited.

22
Controlling party

The company's ultimate parent company is Fujax Group Limited, a company incorporated in England and Wales with the the same registered office as the company.

 

The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by Fujax Group Limited, and copies of those group accounts are available from its registered office.

 

The ultimate controlling party of the group is C J Dyason by virtue of his shareholding.

23
Related party transactions

During the year the company entered into the following transactions with related parties:

Sale of goods
Purchase of goods
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Entities with joint control or significant influence over the company
14,948
26,165
67,883
102,415
Interest payable/(receivable)
Management fees, commision receivable/(payable) & hedging receivable
2023
2022
2023
2022
$'000
$'000
$'000
$'000
Entities with joint control or significant influence over the company
1,305
1,867
(345)
(434)
Subsidiaries not wholly owned
(169)
(15)
(479)
(1,169)
Associates
(14)
(10)
-
-
Joint ventures in which the group is a venturer
(736)
(785)
-
-
Other related parties
1,085
731
2,372
1,557
1,471
1,788
1,548
(46)
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Related party transactions
(Continued)
- 24 -

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due to related parties
$'000
$'000
Entities with joint control or significant influence over the company
5,525
6,457
Subsidiaries not wholly owned
333
370
Other related parties
11,526
39,946
17,384
46,773

The following amounts were outstanding at the reporting end date:

2023
2022
Amounts due from related parties
$'000
$'000
Subsidiaries not wholly owned
1,572
3,833
Associates
-
0
279
Joint ventures in which the group is a venturer
-
0
11,006
1,572
15,118
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