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Company registration number:
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
The principal activity during the period was that of a supplier of services to group companies and the trading of soft commodities.
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.
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.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
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.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
This report was approved by the board and signed on its behalf.
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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.
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.
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 2006. They 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.
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.
The directors who served during the year were:
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.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
The auditor, Menzies LLP, will 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED
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 policies. The 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).
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
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.
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
London
EC2V 7AB
23 May 2025
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 30 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 30 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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
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:
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.
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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
The whole of the turnover is attributable to the sale of soft commodities.
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Profit and loss account
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
There is no one overall controlling party.
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