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Company registration number: 10941963







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2024


MERA INTERNATIONAL LIMITED






































img5830.png                        

 


MERA INTERNATIONAL LIMITED
 


 
COMPANY INFORMATION


Directors
O S Babaker 
N Sahni 
S S Babaker (appointed 4 October 2023)




Registered number
10941963



Registered office
8 Duncannon Street
Golden Cross House

London

WC2N 4JF




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

4th Floor

95 Gresham Street

London

EC2V 7AB





 


MERA INTERNATIONAL LIMITED
 



CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 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
14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 30


 


MERA INTERNATIONAL LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Principal activities
 
The principal activity during the period was that of a supplier of services to group companies and the trading of soft commodities.

Business review and future developments
 
The Group’s business developed in line with the board’s expectations and the results for the year and the financial position at the year-end were considered satisfactory given the difficult year in the commodity markets.
The Group has been trading more geographies than it did in the previous year. This has created more opportunities for the Group. The global commodities market has faced a difficult year due to the sharp rise of interest rates, the conflict of Russia – Ukraine and Israel – Gaza. This has led to price fluctuations in commodities prices, shipping and insurance.
Lama Holdings Limited, the parent company of the Group, owns Mera Enterprises DMCC, which serves clients in Africa and the Middle East. This subsidiary is expanding its reach across the Middle East. Lama Holdings Limited also owns Mera Global Pte. Ltd in Singapore, which will look to service a client-base in Asia.
 
The directors expect that the Group will continue to grow its business in the existing markets and new markets, and this will lead to a continued improvement in the Group’s financial results.
Due to clients being mainly in the Middle East and Africa, they have preferred to trade with Mera Enterprises DMCC. Due to this the board of directors do not anticipate further trade within Mera International Limited. Accordingly, it was decided that from 1 October 2023 Mera International Limited would move to a cost plus model as it services group companies. The board of directors will review this position in case trading opportunities for Mera International Limited arise in future. 
The Group's subsidiary, Mera International India (Private) Limited, will continue to trade as normal, with the expectation that trading conditions will improve following recent years of volatility in the Indian market as a result of the recent government elections.

Principal risks and uncertainties
 
The commodity markets always have risks associated with price volatility. The Group's business model is to eliminate risk with back-to-back trading and hedging through derivatives. Diversification into several markets to help manage risk of concentration is also actively worked upon and new geographies added steadily. With the cost plus model the risk for Mera International Limited has largely been managed.
The Group is also subject to cashflow and liquidity risks. These risks are managed by maintaining adequate reserves, banking facilities, and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Cash flow forecasting is performed on a rolling basis to ensure that the company has sufficient liquidity to meet its operational requirements and financial obligations as they fall due. Where appropriate, the Group negotiates flexible credit terms with suppliers and actively manages working capital to maintain liquidity. Management regularly reviews both short and long-term funding requirements to ensure that sufficient resources are available to support business operations and strategic investments.

Development and performance
The Group had net liabilities of $4,192k (2023 - net liabilities of $2,856k) which included $601k (2023 - $917k) of cash balances.

Page 1

 


MERA INTERNATIONAL LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Financial key performance indicators
 
Key performance indicators for the Group are turnover of $28,444k (2023 - $202,389k) net liabilities of $4,192k (2023 - net liabilities of $2,856k) and net current liabilities of $4,192k (2023 - net current liabilities of $2,856k). Gross profit is $249k (2023 - gross loss of $3,134k) and loss before tax is $1,391k (2023 - loss of $6,008k) as margins remained small due to fluctuations in commodity prices but they are as per industry norm.
During the year, turnover has decreased by $173,945k (86%). As mentioned in the business review and future developments section above, the decrease in turnover is explained partly due to contracts held within the UK moving over to the Middle East through Mera Enterprises DMCC, a company under shared common control. As such the Parent Company revenue now represents amounts receivable for the provision of services and is calculated as attributable costs plus a mark-up in accordance with the underlying agreements between entities. Turnover in the Group's subsidiary, Mera International India Private Limited, fell as a result of price pressures on commodities arising as a result of the Indian election in April 2024.
Net liabilities have increased by $1,336k (47%) which is explained by the decrease in turnover noted above, resulting in a significant decrease in trade receivables at the year end which stand at $19,129k (2023: $30,694k). Similarly, the decrease in trade has resulted in the smaller loss for the year. Moving forwards, the Parent Company is expected to be profitable due to the mark-up on costs being charged to related entities. The Group's subsidiary also expects to return to profitability once market volatitlity following the Indian elections has calmed.

Directors' statement of compliance with duty to promote the success of the Group
 
The directors have complied with the requirements of S172 of the Companies Act 2006.
The Board has detailed discussions on the strategic planning undertaken by the business and the setting of budgets and key performance indicators. In determining the strategy for the business, the Directors consider external factors, the economic climate and market conditions.
The Company understands the importance and benefit of engaging and retaining staff with a broad range of skills, experiences, perspectives and backgrounds. The Company’s flat management structure allows for quick communication throughout the business and identification of development requirements for individual members of staff.
The Company maintains positive relationships with key stakeholders in the business and senior management review this regularly.
The Company has an environmental policy to protect against the long-term depletion of natural resources and the impact on the environment in terms of its operations and the environmental consequences of the products that the business trades in. 
The Company’s reputation is of paramount importance. The Company is fully compliant with all legislation relating to anti-corruption, bribery and anti-slavery.
The business has been trading since 2017. The majority shareholders in the Company are executives in the business and so have a fundamental understanding of the strategy and operation of the business.

Going concern
The financial statements have been prepared on a going concern basis. The company has received a letter of support from the parent company, Lama Holdings Limited, to provide sufficient financial support to the company such that the company is able to operate as a going concern and to settle its liabilities as they fall due during the period ending 12 months after the date of approval of these financial statements. This financial support may include advancing further amounts to the company as required by the company and in respect of any existing intercompany and third party debts falling due within the period.

Page 2

 


MERA INTERNATIONAL LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024


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



................................................
N Sahni
Director
Date: 23 May 2025

Page 3

 


MERA INTERNATIONAL LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Directors' responsibilities statement

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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.

Results and dividends

The loss for the year, after taxation, amounted to $1,412k (2023 - loss of $6,135k).

No dividends were paid during the year (2023 - NIL). The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

O S Babaker 
N Sahni 
S S Babaker (appointed 4 October 2023)

Engagement with suppliers, customers and others

The directors regular monitor key supplier relationships, relevant developments and engagement activities. Contracts and activity with customers have been reviewed by the directors in the context of the relevant transactions. 
The directors have always paid special attention to issues related to customers and suppliers. During the year ended 30 September 2023, the directors regularly monitor the performance of customers and suppliers and the impacts on them of the wider macroeconomic and geopolitical environment. 

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Page 4

 


MERA INTERNATIONAL LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Matters covered in the Group strategic report

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the strategic report the company's strategic report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes business review, future developments and principal risks and uncertainties.  

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.

Auditor

The auditor, Menzies 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.
 





................................................
N Sahni
Director
Date: 23 May 2025

Page 5

 


MERA INTERNATIONAL LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED

Qualified Opinion


We have audited the financial statements of Mera International Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, Consolidated Analysis of Net Debt  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, except for the possible effects on the corresponding figures of the matter described in the basis for qualified opinion section of our report, 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 30 September 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for Qualified Opinion


The prior year financial statements were qualified due to the Company releasing over-accrued costs within trade creditors and historic credit balances within trade debtors which were treated as exceptional income in the accounts as disclosed in note 13. The impact on the year ended 30 September 2023 was a reduction in the reported loss of $2,019k. The basis for the qualified opinion in the prior year was that we were unable to obtain sufficient appropriate audit evidence on the reconciliation of these amounts, including whether reliable information would have been available or reasonably expected to be obtained when the financial statements for previous periods where authorised.
As the prior year financial statements were qualified, the current year financial statements are also qualified but only in respect of the comparatives.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)). 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 qualified opinion.


Conclusions relating to 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.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 6

 


MERA INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)

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 ReportOur 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.



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 year 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 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:


returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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

 


MERA INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant:
 
The Companies Act 2006;
Financial Reporting Standard 102;
UK and Indian employment legislation and;
UK and Indian tax legislation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. We also made inquiries with component auditors to request identification of any instances of non-compliance with laws and regulations that could give
rise to a material misstatement in the group accounts.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues
in this area.
We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might
occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the measures management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or
other inappropriate influence over the financial reporting process; and
Identifying and testing accounting entries, in particular any entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be the use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests. Additionally, fraud may occur through the manipulation of accounting estimates and the failure to make provisions for irrecoverable amounts.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.


Page 8

 


MERA INTERNATIONAL LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)

Use of our report
 

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





Sarah Hallam FCCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
4th Floor
95 Gresham Street
London
EC2V 7AB

23 May 2025
Page 9

 


MERA INTERNATIONAL LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
$000
$000

  

Turnover
 4 
28,444
202,389

Cost of sales
  
(28,195)
(207,542)

Exceptional items
 12 
-
2,019

Gross profit/(loss)
  
249
(3,134)

Administrative expenses
  
(1,212)
(4,214)

Fair value movements
  
-
1,488

Operating loss
 5 
(963)
(5,860)

Interest receivable and similar income
 9 
47
210

Interest payable and similar expenses
 10 
(475)
(358)

Loss before tax
  
(1,391)
(6,008)

Tax on loss
 11 
(21)
(127)

Loss for the financial year
  
(1,412)
(6,135)

Other comprehensive income for the year
  

Currency translation differences
  
76
111

Other comprehensive income for the year
  
76
111

Total comprehensive income for the year
  
(1,336)
(6,024)

Profit for the year attributable to:
  

Owners of the parent company
  
(1,412)
(6,135)

  
(1,412)
(6,135)

The notes on pages 17 to 30 form part of these financial statements.

Page 10

 


MERA INTERNATIONAL LIMITED
REGISTERED NUMBER:10941963



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
$000
$000

  

Current assets
  

Stocks
 14 
-
260

Debtors: amounts falling due within one year
 15 
20,971
38,457

Cash at bank and in hand
 16 
601
917

  
21,572
39,634

Creditors: amounts falling due within one year
 17 
(25,764)
(42,490)

Net current liabilities
  
 
 
(4,192)
 
 
(2,856)

Total assets less current liabilities
  
(4,192)
(2,856)

  

Net liabilities
  
(4,192)
(2,856)


Capital and reserves
  

Called up share capital 
 20 
1,359
1,359

Profit and loss account
 21 
(5,551)
(4,215)

  
(4,192)
(2,856)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
N Sahni
Director
Date: 23 May 2025

The notes on pages 17 to 30 form part of these financial statements.

Page 11

 


MERA INTERNATIONAL LIMITED
REGISTERED NUMBER:10941963



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
$000
$000

Fixed assets
  

Investments
 13 
7
7

  
7
7

Current assets
  

Debtors: due after more than one year
 15 
2,500
2,500

Debtors due within one year
  
28,884
31,976

Cash at bank and in hand
 16 
295
157

  
31,679
34,633

Creditors: due within one year
 17 
(25,708)
(28,726)

Net current assets
  
 
 
5,971
 
 
5,907

Total assets less current liabilities
  
5,978
5,914

  

  

Net assets
  
5,978
5,914


Capital and reserves
  

Called up share capital 
 20 
1,359
1,359

Profit and loss account brought forward
  
4,555
4,225

Profit for the year
  
64
330

Profit and loss account carried forward
  
4,619
4,555

  
5,978
5,914


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
N Sahni
Director

Date: 23 May 2025

The notes on pages 17 to 30 form part of these financial statements.

Page 12

 


MERA INTERNATIONAL LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

$000
$000
$000


At 1 October 2022
1,359
1,809
3,168


Comprehensive income for the year

Loss for the year
-
(6,135)
(6,135)

Currency translation differences
-
111
111
Total comprehensive income for the year
-
(6,024)
(6,024)



At 1 October 2023
1,359
(4,215)
(2,856)


Comprehensive income for the year

Loss for the year
-
(1,412)
(1,412)

Currency translation differences
-
76
76
Total comprehensive income for the year
-
(1,336)
(1,336)


At 30 September 2024
1,359
(5,551)
(4,192)


The notes on pages 17 to 30 form part of these financial statements.

Page 13

 


MERA INTERNATIONAL LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

$000
$000
$000


At 1 October 2022
1,359
4,225
5,584


Comprehensive income for the year

Profit for the year
-
330
330



At 1 October 2023
1,359
4,555
5,914


Comprehensive income for the year

Profit for the year
-
64
64


At 30 September 2024
1,359
4,619
5,978


The notes on pages 17 to 30 form part of these financial statements.

Page 14

 


MERA INTERNATIONAL LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
$000
$000

Cash flows from operating activities

Loss for the financial year
(1,412)
(6,135)

Adjustments for:

Interest payable
(475)
(358)

Interest received
47
210

Taxation charge
18
127

Decrease in stocks
260
13,098

Decrease in debtors
17,498
33,699

(Decrease) in creditors
(317)
(8,085)

Corporation tax (paid)
(29)
(127)

Foreign exchange
76
111

Interest received
(47)
(210)

Net cash generated from operating activities

15,619
32,330



Cash flows from financing activities

Repayment and advances of loans
(15,934)
(37,863)

Net cash used in financing activities
(15,934)
(37,863)

Net (decrease) in cash and cash equivalents
(315)
(5,533)

Cash and cash equivalents at beginning of year
916
6,449

Cash and cash equivalents at the end of year
601
916


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
601
917

Bank overdrafts
-
(1)

601
916


The notes on pages 17 to 30 form part of these financial statements.

Page 15

 


MERA INTERNATIONAL LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024




At 1 October 2023
Cash flows
At 30 September 2024
$000

$000

$000

Cash at bank and in hand

917

(316)

601

Bank overdrafts

(1)

1

-

Debt due within 1 year

(41,505)

29,420

(12,085)

Liquid investments

2,101

(2,099)

2


(38,488)
27,006
(11,482)

The notes on pages 17 to 30 form part of these financial statements.

Page 16

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Mera International Limited is a private company limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office can be found on the company information page.

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.

Monetary amounts in these financial statements are rounded to the nearest $'000 except where otherwise indicated.

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 judgement 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 Statement of comprehensive income 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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The company has received a letter of support from the parent company, Lama Holdings Limited, to provide sufficient financial support to the company such that the company is able to operate as a going concern and to settle its liabilities as they fall due during the period ending 12 months after the date of approval of these financial statements. This financial support may include advancing further amounts to the company as required by the company and in respect of any existing intercompany and third party debts falling due within the period.

 
2.4

Revenue

Revenue is earned on the sale of soft commodities and is measured at fair value of the consideration received, representing amounts receivable for commodities sold. 
Revenue is recognised when the risks and rewards of ownership of the goods passes to the customer in line with the terms outlined in the contract that governs each trade. All income received prior to the point at which risks and rewards passes is deferred and subsequently recognised when this criteria is met. 
The Parent Company revenue represents amounts receivable for the provision of services and is calculated as attributable costs plus a mark-up in accordance with the underlying agreements between the entities.

Page 17

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.5

Interest income

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

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
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.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase soft commodities as these items are acquired.
At each balance sheet 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

Page 18

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.11

Financial instruments

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.
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 statement of comprehensive income.
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.

 
2.12

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.

 
2.13

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.

 
2.14

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.

Page 19

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.15

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 the Consolidated statement of comprehensive income 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.

 
2.16

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 statement of comprehensive income 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.

 
2.17

Taxation

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.

Page 20

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Trade debtors
Management exercises judgment in assessing the recoverability of amounts due from trade debtors, including related party debts. This assessment is based on both historical and current information regarding the financial capacity of the customers, or related parties, to settle these debts. If it is determined that amounts will not be fully or partially recovered, the outstanding amount is impaired.
Mark up allocation percentage
Management exercises judgment in assessing the percentage of costs that are allocated to the mark up calculation. This assessment is based on management's knowledge of the proportion of time spent on UK based tasks.
 


4.


Turnover

The whole of the turnover is attributable to the sale of soft commodities.

Analysis of turnover by country of destination:

2024
2023
$000
$000

Rest of the world
28,444
202,389

28,444
202,389



5.


Operating loss

The operating loss is stated after charging:

2024
2023
$000
$000

Exchange differences
59
817

Other operating lease rentals
22
23

Page 21

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
$000
$000

Fees payable to the Company's auditors for the audit of the Group's annual financial statements

27
37

Fees payable to the Company's auditors and their associates in respect of:

All other services
7
6


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
$000
$000
$000
$000


Wages and salaries
529
516
451
460

Social security costs
49
57
49
57

Cost of defined contribution scheme
18
14
18
14

596
587
518
531


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
4
4
3
2



Other employees
7
7
2
4

11
11
5
6

Page 22

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Directors' remuneration

2024
2023
$000
$000

Directors' emoluments
76
74

Group contributions to defined contribution pension schemes
2
2

78
76


During the year retirement benefits were accruing to 1 director (2023 -1) in respect of defined contribution pension schemes.


9.


Interest receivable

2024
2023
$000
$000


Other interest receivable
47
210

47
210


10.


Interest payable and similar expenses

2024
2023
$000
$000


Other interest payable
475
358

475
358

Page 23

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Taxation


2024
2023
$000
$000

Corporation tax


Current tax on profits for the year
21
136


21
136

Foreign tax


Foreign tax on income for the year
-
(9)

-
(9)

Total current tax
21
127

Deferred tax

Total deferred tax
-
-


Tax on loss
21
127

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -22%). The differences are explained below:

2024
2023
$000
$000


Loss on ordinary activities before tax
(1,391)
(6,008)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -22%)
(348)
(1,322)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
24

Differences on foreign tax rates
369
1,425

Total tax charge for the year
21
127


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


Exceptional items

2024
2023
$000
$000


Release of over-accrued costs on trade creditors
-
1,227

Release of historic credit balances on trade debtors
-
792

-
2,019

Page 25

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


Fixed asset investments

Company





Investments in subsidiary companies

$000



Cost or valuation


At 1 October 2023
7



At 30 September 2024
7





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Mera International India Private Limited
5, Floor-10, Plot-207, Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai, Mumbai City, India
Ordinary
100%


14.


Stocks

Group
Group
2024
2023
$000
$000

Raw materials and consumables
-
260

-
260


The carrying value of stocks are stated net of impairment losses totalling $nil (2023 -$nil). Impairment losses totalling  $nil (2023 -$nil) were recognised in profit and loss.

Page 26

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
$000
$000
$000
$000


Amounts owed by group undertakings
-
-
2,500
2,500

-
-
2,500
2,500


Group

Group
Company

Company
2024
2023
2024
2023
$000
$000
$000
$000


Trade debtors
19,129
30,694
19,130
29,253

Amounts owed by group undertakings
-
-
9,334
233

Other debtors
1,837
5,645
415
389

Prepayments and accrued income
3
17
3
-

Financial instruments
2
2,101
2
2,101

20,971
38,457
28,884
31,976


Forward foreign currency contracts are valued using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.


16.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
$000
$000
$000
$000

Cash at bank and in hand
601
917
295
157

Less: bank overdrafts
-
(1)
-
(1)

601
916
295
156


Page 27

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

17.


Creditors: Amounts falling due within one year

Group

Group
Company

Company
2024
2023
2024
2023
$000
$000
$000
$000

Bank overdrafts
-
-
-
1

Trade creditors
77
306
77
306

Amounts owed to group undertakings
25,572
41,506
25,572
28,376

Other taxation and social security
-
10
-
-

Other creditors
65
625
9
-

Accruals and deferred income
50
43
50
43

25,764
42,490
25,708
28,726


The amounts owed to group undertakings are unsecured and repayable on demand.


18.


Creditors: Amounts falling due after more than one year




Please provide details of the terms of payment or repayment and the rates of any interest payable on the amounts repayable more than five years after the reporting date.


19.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
$000
$000
$000
$000

Financial assets

Financial assets measured at fair value through profit or loss
2
2,101
2
2,101



Financial assets measured at fair value through profit or loss comprise of hedging contracts.

Page 28

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

20.


Share capital

2024
2023
$000
$000
Allotted, called up and fully paid



1,359,148 (2023 -1,359,148) Ordinary shares shares of $1.00 each
1,359
1,359



21.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


22.


Contingent liabilities

During the year, the Group held a loan facility with Citibank Europe for which it is jointly and severally liable with Mera Enterprises DMCC and Mera Global Pte Ltd. The total facility limit aggregates to $20,000k (2023: $20,000k) with tenure of 90 days at maximum. The facility has been drawn down only by Mera Enterprises DMCC and carries interest in the range of 6.86% to 7.08% per annum. The borrowing is secured against a guarantee and indemnity provided by Mera International Limited (the Group). The total outstanding amount on this facility as at the reporting date including interest is $13,878k.


23.


Commitments under operating leases

At 30 September 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
$000
$000
$000
$000

Not later than 1 year
25
24
2
1

Later than 1 year and not later than 5 years
13
4
2
4

38
28
4
5

Page 29

 


MERA INTERNATIONAL LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

24.


Related party transactions

Lama Holdings Limited is the parent company of Mera International Limited and is incorporated in the Cayman Islands. O S Babaker is a director and shareholder.
GB Holding Private Limited is a shareholder of Mera International Limited. N Sahni is a director and shareholder.
Saleh Abdul Aziz Babaker & Sons is a company in which O S Babaker is a director.
Naseel Holdings Limited is a company in which O S Babaker is a director.
Mera Enterprises DMCC is a fellow subsidiary of Lama Holdings Limited. 
At the balance sheet date, Mera International Limited owed $12,085k (
2023 - owed $12,085k) to Lama Holdings Limited.
At the balance sheet date, Mera International Limited owed $NIL (
2023 - owed $13,693k) to GB Holding Private Limited.
At the balance sheet date, Mera International Limited owed $10,000k (
202- owed $10,000k) to Naseel Holdings Limited.
At the balance sheet date, Mera International was owed $78k (
2023 - owed $54k) to Mera Global PTE.
At the balance sheet date, Mera International Limited owed $3,487k (
2023 - owed $5,728k) to Mera Enterprises DMCC.
During the year, Mera International Limited recharged Meta Enterprises DMCC at a mark up of 7.5% which amounted to $815k.
Sales in the year to Mera Enterprises DMCC totalled $NIL (
2023 - $78,645k), purchases in the year from Mera Enterprises DMCC totalled $NIL (2023 - $60,465k). 
The company holds facilities with related parties, see note 22 for details of these.


25.


Controlling party

The ultimate parent company is Lama Holdings Limited, a company registered in Cayman Islands.
There is no one overall controlling party.

 
Page 30