ACCOUNTS - Final Accounts

Registered number: 14129414

KONEXUS AGRI LTD
(formerly Conexus Agri Ltd.)

DIRECTOR'S REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

KONEXUS AGRI LTD

COMPANY INFORMATION

Director	B P Singh


Registered number	14129414


Registered office	14 Brook's Mews
	London
	United Kingdom
	W1K 4DG


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA

KONEXUS AGRI LTD

CONTENTS

	Page
Director's report	1 - 2
Independent auditor's report	3 - 6
Statement of comprehensive income	7
Balance sheet	8
Notes to the financial statements	9 - 12

KONEXUS AGRI LTD

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

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

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

Director

The director who served during the year was:

B P Singh

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙he 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's auditor is aware of that information.

Auditor

During the year, Reddy Siddiqui LLP resigned as statutory auditor and Barnes Roffe LLP were appointed on 30 October 2024.
After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor, Barnes Roffe Audit Limited, was appointed by the directors under s485 Companies Act 2006.

Page 1

KONEXUS AGRI LTD

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 20 August 2025 and signed on its behalf.

B P Singh

Director

Page 2

KONEXUS AGRI LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS AGRI LTD

Opinion

We have audited the financial statements of Konexus Agri Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 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 director with respect to going concern are described in the relevant sections of this report.

Page 3

KONEXUS AGRI LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS AGRI LTD (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 director is 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.

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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Director's report has 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 Director's report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

∙we have not received all the information and explanations we require for our audit; or

∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.

Page 4

KONEXUS AGRI LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS AGRI LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or has 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.

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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the Company through discussion with the director and other management, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows:

°Companies Act 2006.

°FRS102.

∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence; and

∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

∙Making enquires of management as to where they consider there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

Page 5

KONEXUS AGRI LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS AGRI LTD (CONTINUED)

∙Assessing whether judgements and assumptions made in determining significant accounting estimates,including stock obsolescence, depreciation and bad debt provision were indicative of management bias; and

∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the Company’s usual course of business.

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.

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 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.

Selven Iyaroo (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

Date: 20 August 2025

Page 6

KONEXUS AGRI LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
	$	$


Turnover	19,734,345	2,616,887
Cost of sales	(19,493,129)	(2,583,913)
Gross profit	241,216	32,974
Administrative expenses	(86,570)	(33,771)
Operating profit/(loss)	154,646	(797)
Interest payable and similar expenses	(156,584)	-
Loss before tax	(1,938)	(797)
Loss for the financial year	(1,938)	(797)

There was no other comprehensive income for 2024 (2023:$NIL).

The notes on pages 9 to 12 form part of these financial statements.

Page 7

KONEXUS AGRI LTD

REGISTERED NUMBER: 14129414

BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		$		$


Current assets
Stocks	4	190,003		522,882
Debtors: amounts falling due within one year	5	5,396,551		1,729,117
Cash at bank and in hand	6	59,960		11,434
		5,646,514		2,263,433
Creditors: amounts falling due within one year	7	(5,649,248)		(2,264,229)
Net current liabilities			(2,734)		(796)
Total assets less current liabilities			(2,734)		(796)

Net liabilities			(2,734)		(796)

Capital and reserves
Called up share capital	1	1
Profit and loss account	(2,735)	(797)
	(2,734)	(796)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

B P Singh

Director

Date: 20 August 2025

The notes on pages 9 to 12 form part of these financial statements.

Page 8

KONEXUS AGRI LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Konexus Agri Limited (the "Company") is a private company, limited by shares, incorporated in England and Wales, registration number 14129414. The business address is 14 Brook's Mews, London, W1K 4DG.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The director believes that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the immediate parent company, Konexus Resources Group Limited.
The financial statements do not include any adjustments that may be necessary should this support be withdrawn.

2.3

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 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'.

Page 9

KONEXUS AGRI LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.5

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.

2.6

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 on a first in, first out basis.
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.

2.7

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.

2.8

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.

2.9

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 10

KONEXUS AGRI LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The average monthly number of employees, including directors, during the year was 1 (2023 - 1).

4.	Stocks
		2024	2023
		$	$

	Finished goods and consumables	190,003	522,882

Debtors

					2024	2023
					$	$


Trade debtors	5,026,839	1,729,117
Amounts owed by group undertakings	320,462	-
Prepayments and accrued income	49,250	-
	5,396,551	1,729,117

6.	Cash and cash equivalents
		2024	2023
		$	$

	Cash at bank and in hand	59,960	11,434

Page 11

KONEXUS AGRI LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Creditors: Amounts falling due within one year
		2024	2023
		$	$

Trade creditors	1,970,345	1,361,036
Amounts owed to group undertakings	3,625,979	883,815
Accruals and deferred income	52,924	19,378
	5,649,248	2,264,229

Although the Company does not hold any borrowing it its own name, it benefits from a facility which is held in the name of its immediate parent company, Konexus Resources Group Limited.
As part of the security arrangements for this facility, the Company has provided a charge over its trading stock.
The loan is guaranteed by Konexus Resources Group Limited, which is responsible for repayment and interest obligations under the facility. However, both entities are jointly responsible for meeting conditions of the facility relating to secured assets.

8.	Related party transactions
	In accordance with FRS102 the Company has not disclosed transactions with wholly owned members of the group. No guarantees have been given or received during the period.

9.	Controlling party

The immediate parent undertaking is Konexus Resources Group Limited, a company incorporated in England and Wales with registered address of 14 Brook's Mews, London, W1K 4DG.

The ultimate parent company is Konexus Holdings Limited, a company incorporated in England and Wales with registered address of 14 Brook's Mews, London, W1K 4DG. Konexus Holdings Limited prepares the consolidated financial statements incorporating the results of the Company, which are available to the public and may be obtained from Companies House.
.
The ultimate controlling party is Mr B P Singh by virtue of his shareholding in the parent undertaking.

Page 12