REGISTERED NUMBER: 14178236 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

RONLY GIDA UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Profit or Loss

10

Statement of Profit or Loss and Other Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Statement of Cash Flows

14

Notes to the Statement of Cash Flows

15

Notes to the Financial Statements

16

DIRECTORS:

Mr N Bali

Mr E Y G Telvi

Mr A R Beale

REGISTERED OFFICE:

3rd Floor

201 Haverstock Hill

London

NW3 4QG

REGISTERED NUMBER:

14178236 (England and Wales)

AUDITORS:

FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The principal activity of the company is that of a produce trader, importing edible nuts into the United Kingdom and EU countries.

Gross profit for the period was €1,213,096, from turnover of €31,123,441.This equates to a margin of 3.9%.

The company operated in a high inflation, high interest trading environment during the year, which had carried over from the prior year. This trend changed in the second half of the year, with lower inflation reported, followed by interest rate cuts. However, customer demand was generally low throughout the year resulting in a lower volume of sales and lower turnover year on year.

The directors took the strategic decision to focus on improving margin on sales through operating efficiencies. This proved to be successful, as evidenced by the improved margins achieved during the year.

The company relies on and maintains strong relationships with third party facility providers. Its facilities have been renewed, enabling the company to continue its activities.

The key financial highlights are as follows:

2024

2023

2022

Turnover

€31,123,441

€37,741,352

€241,529

Turnover growth/(fall)

(17.535%)

156.26%

-

Gross profit margin

3.9%

2.3%

2.0%

Profit before tax

€439,114

€119,052

(€5,077)

The results between 2022 and 2023 are not comparable as the accounts for 2022 are for a shorter period consisting of only one month of trade.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company during the year were commodity and freight prices, credit, cash flow, liquidity, and country risks.

The directors monitor market prices and conditions to maintain margins and minimise price risk by managing the company's purchasing and selling strategy. We monitor interest rate risk alongside currency risk.

Credit risk is a key concern to the company. We carry out regular compliance checks on customers and set appropriate credit limits to prevent over-trading. We monitor trade receivables on a regular basis.

KEY PERFORMANCE INDICATORS

The company operates in markets where demand and prices are problematic to forecast, resulting in significant variation in annual results and also relative to budgets. In the opinion of the directors, the following Key Performance Indicators provide a better understanding of the development, performance or position of the business:

The directors monitor the performance of the company by reference to key performance indicators, including turnover, gross profit and margin and key areas influencing working capital.

ON BEHALF OF THE BOARD:

Mr A R Beale - Director

18 August 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of sale of hazelnut related products.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The company will continue to operate in its existing markets, working to develop trade with new and existing partners.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr N Bali

Mr E Y G Telvi

Mr A R Beale

Other changes in directors holding office are as follows:

Mr O N Telvi - resigned 10 January 2024

DISCLOSURE IN THE STRATEGIC REPORT

Financial risk management and exposure of the company price, credit, liquidity and cash flow are presented in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mr A R Beale - Director

18 August 2025

Opinion

We have audited the financial statements of Ronly Gida Uk Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

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 profit for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Strategic Report or the Report of the Directors.

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

-	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 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 Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows:

-

Enquiry of management and those charged with governance around actual and potential litigation and claims;

-

Enquiry of entity staff and directors to identify any instances of non-compliance with laws and regulations; and

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management.

To address the risk of fraud in relation to revenue recognition, we:

-

Performed detailed substantive testing to address completeness and accuracy of sales

-

Assessed the appropriateness and application of the accounting policy concerning income recognition ;and

-

Assessed the risk period surrounding cut-off of sales and performed detailed testing either side of the balance sheet date

To address the risk of fraud through management bias and override of controls, we:

-

Performed analytical procedures to identify any unusual or unexpected relationships; and

-

Tested journal entries to identify unusual transactions; and

-

Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias;

-

Investigated the rationale behind significant or unusual transactions.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Tara Aldwin ACA (Senior Statutory Auditor)

for and on behalf of FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

19 August 2025

CONTINUING OPERATIONS

Revenue

31,123,441

37,741,352

Cost of sales

(29,910,345

)

(36,880,398

)

GROSS PROFIT

1,213,096

860,954

Other operating income

5,078

5,737

Administrative expenses

(397,647

)

(504,435

)

OPERATING PROFIT

820,527

362,256

Finance costs

4

(381,426

)

(243,204

)

Finance income

4

13

-

PROFIT BEFORE INCOME TAX

5

439,114

119,052

Income tax

6

(11,948

)

(25,255

)

PROFIT FOR THE YEAR

427,166

93,797

PROFIT FOR THE YEAR

427,166

93,797

OTHER COMPREHENSIVE INCOME

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

427,166

93,797

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

7

423

479

CURRENT ASSETS

Inventories

8

585,504

2,482,807

Trade and other receivables

9

9,429,611

6,723,116

Cash and cash equivalents

10

985,618

749,627

11,000,733

9,955,550

TOTAL ASSETS

11,001,156

9,956,029

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

292,325

292,325

Retained earnings

12

515,886

88,720

TOTAL EQUITY

808,211

381,045

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

13

2,015,698

2,132,502

Financial liabilities - borrowings

Interest bearing loans and borrowings

14

8,165,313

7,417,227

Tax payable

11,934

25,255

10,192,945

9,574,984

TOTAL LIABILITIES

10,192,945

9,574,984

TOTAL EQUITY AND LIABILITIES

11,001,156

9,956,029

The financial statements were approved by the Board of Directors and authorised for issue on 18 August 2025 and were signed on its behalf by:

Mr A R Beale - Director

Called up

share

Retained

Total

capital

earnings

equity

€

€

€

Balance at 1 January 2023

95,030

(5,077

)

89,953

Changes in equity

Issue of share capital

197,295

-

197,295

Total comprehensive income

-

93,797

93,797

Balance at 31 December 2023

292,325

88,720

381,045

Changes in equity

Total comprehensive income

-

427,166

427,166

Balance at 31 December 2024

292,325

515,886

808,211

Cash flows from operating activities

Cash generated from operations

1

(5,085

)

(5,663,359

)

Interest paid

(381,426

)

(243,204

)

Tax paid

(25,269

)

-

Net cash from operating activities

(411,780

)

(5,906,563

)

Cash flows from investing activities

Purchase of tangible fixed assets

(328

)

(719

)

Interest received

13

-

Net cash from investing activities

(315

)

(719

)

Cash flows from financing activities

New loans in year

7,986,477

9,059,395

Loan repayments in year

(7,238,392

)

(2,744,254

)

Amount introduced by directors

-

100,000

Amount withdrawn by directors

(100,000

)

(1,002

)

Share issue

-

197,295

Net cash from financing activities

648,085

6,611,434

Increase in cash and cash equivalents

235,990

704,152

Cash and cash equivalents at beginning of year

2

749,627

45,475

Cash and cash equivalents at end of year

2

985,618

749,627

1.	RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024

2023

€

€

Profit before income tax

439,114

119,052

Depreciation charges

384

240

Finance costs

381,426

243,204

Finance income

(13

)

-

820,911

362,496

Decrease/(increase) in inventories

1,897,303

(1,232,871

)

Increase in trade and other receivables

(2,706,495

)

(6,378,693

)

(Decrease)/increase in trade and other payables

(16,804

)

1,585,709

Cash generated from operations

(5,085

)

(5,663,359

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31.12.24

1.1.24

€

€

Cash and cash equivalents

985,618

749,627

Year ended 31 December 2023

31.12.23

1.1.23

€

€

Cash and cash equivalents

749,627

45,475

3.	RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

Year ended 31 December 2023

Cash

Non-cash

1.1.23

flows

changes

31.12.23

Foreign

exchange

movement

€

€

€

€

Short-term borrowings

1,102,086

6,298,392

16,749

7,417,227

1.	STATUTORY INFORMATION

Ronly Gida Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Euro (€).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Revenue recognition

Revenue is recognised at an amounts that reflects the consideration to which the company is expected to be entitled to in exchange for transferring goods to a customer.

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods and the risks and rewards have been transferred. The risks and rewards transfer depend on the contract and delivery terms agreed.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

The gain or loss arising on disposal of an asset is determined at the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to the profit or loss.

Financial instruments

1. Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and investments, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the profit and loss.

If there is a decrease in the impairment loss arising from an event occuring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risk and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

2. Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group and related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Inventories

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost comprises of direct materials

Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase of materials. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss ire recognised in the profit or loss immediately unless the derivative is designed and effective as a hedging instrument, in which event the timing or recognition in the profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

3.	EMPLOYEES AND DIRECTORS

2024

2023

€

€

Wages and salaries

113,331

231,262

Social security costs

7,241

16,200

Other pension costs

3,666

8,435

124,238

255,897

The average number of employees during the year was as follows:

2024

2023

Director

1

2

Administration and sales

1

1

2

3

2024

2023

€

€

Directors' remuneration

67,802

181,092

Directors' pension contributions to money purchase schemes

479

5,646

The number of directors to whom retirement benefits were accruing was as follows:

Defined benefit schemes

-

1

During the year, one of the directors was made redundant with termination benefits paid of €47,542.

4.	NET FINANCE COSTS

2024

2023

€

€

Finance income:

Interest received on corporation tax refund

13

-

Finance costs:

Loan interest

381,426

243,204

Net finance costs

381,413

243,204

5.	PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging:

2024

2023

€

€

Cost of inventories recognised as expense

29,910,345

36,880,398

Depreciation - owned assets

384

240

Auditors' remuneration

14,329

7,422

Auditors' remuneration for non audit work

7,000

-

Foreign exchange differences

9,152

1,956

6.	INCOME TAX

Analysis of tax expense

2024

2023

€

€

Current tax:

Tax

11,948

25,255

Total tax expense in statement of profit or loss

11,948

25,255

Factors affecting the tax expense

The tax assessed for the year is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

€

€

Profit before income tax

439,114

119,052

Profit multiplied by the standard rate of corporation tax in the UK of 22.272% (2023 - 20.489%)

97,799

24,393

Effects of:

Depreciation

86

240

Capital allowances

(73

)

(719

)

Disallowed expenses

66

285

Exchange variance

-

2,021

Loss brought forward

-

(965

)

Other timing differences

(85,930

)

-

Tax expense

11,948

25,255

7.	PROPERTY, PLANT AND EQUIPMENT

Computer

equipment

€

COST

At 1 January 2024

719

Additions

328

At 31 December 2024

1,047

DEPRECIATION

At 1 January 2024

240

Charge for year

384

At 31 December 2024

624

NET BOOK VALUE

At 31 December 2024

423

At 31 December 2023

479

8.	INVENTORIES

2024

2023

€

€

Stocks

585,504

2,482,807

9.	TRADE AND OTHER RECEIVABLES

2024

2023

€

€

Current:

Trade debtors

5,549,487

6,603,860

Other debtors

3,871,887

95,030

VAT

6,779

-

Prepayments

1,458

24,226

9,429,611

6,723,116

10.	CASH AND CASH EQUIVALENTS

2024

2023

€

€

Bank accounts

985,618

749,627

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

€

€

311,000

Ordinary

$1

292,325

292,325

Each share is entitled to one vote in any circumstances. Each share is equally entitled to a distribution of dividends. Each share is equally entitled to a distribution of capital.