REGISTERED NUMBER: 03071772 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

MERTEX UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTOR:

J S Kohli

REGISTERED OFFICE:

Highdown House

11 Highdown Road

Sydenham

Leamington Spa

Warwickshire

CV31 1XT

REGISTERED NUMBER:

03071772 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Ashfield BA FCA

AUDITORS:

HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

The director presents his strategic report of the company and the group for the year ended 30 June 2024.

REVIEW OF BUSINESS

During the year sales decreased from $16 million to $4 million with a resultant decrease in gross profit to a loss of $4 million from $0.8 million. The loss after tax has increased to $12.6 million compared to $1.6 million for the prior year.

Decisions by many governments and banks to drive greener economies are echoed in the strategy of the Mertex Group where use of our products in the mining, water and geo-thermal sectors outweighed use in traditional oil and gas markets for the first time. It is anticipated that this trend will continue.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group are:

- The risks associated with buying and selling products in foreign currencies - the group maintains foreign currency bank accounts to meet future commitments where appropriate;

- The risk of political turmoil or governmental sanctions - the group actively monitors the status of the nationality of trading partners against UK Government guidelines;

- The risk of bad debts - active credit control systems are maintained.

ON BEHALF OF THE BOARD:

J S Kohli - Director

31 October 2025

The director presents his report with the financial statements of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of an import and export merchant.

DIVIDENDS

During the year interim dividends amounting to $321,962 (2023 - $355,776) were voted.

DIRECTOR

J S Kohli held office during the whole of the period from 1 July 2023 to the date of this report.

FINANCIAL INSTRUMENTS

The group does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments means they are not subject to price risk or liquidity risk.

DISCLOSURE IN THE STRATEGIC REPORT

The group and company's review of business and principal risks and uncertainties are disclosed in the Strategic Report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he 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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

J S Kohli - Director

31 October 2025

Opinion

We have audited the financial statements of Mertex UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 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 group's and of the parent company affairs as at 30 June 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 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 group 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 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 group's and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 by the parent company, or 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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:

The audit process includes an assessment of the entity's risk environment, through enquiry of and discussion with management, including an assessment of any key laws and regulations with which the group and the parent company must comply in the ordinary course of its business.

Additionally, the overall risks of irregular transactions occurring are assessed following our observations and confirmation of the design and implementation of management's controls. Whilst we are mindful of these risks, our audit focus is geared towards the risk of material misstatement in the financial statements as a whole.

As such, our procedures cannot guarantee that all transactions have been fully compliant with all relevant laws and regulations, including those regulations relating to fraud, as our procedures are not designed to detect all instances of non-compliance. By definition, the risk of our detection of non-compliance is greater where compliance with a law or regulation is removed from the events and transactions reflected in the financial statements. The risk is also greater regarding irregularities 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 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.

Mark Ashfield BA FCA (Senior Statutory Auditor)

for and on behalf of HB&O Ltd

Chartered Accountants and Statutory Auditor

Highdown House

11 Highdown Road

Leamington Spa

Warwickshire

CV31 1XT

31 October 2025

TURNOVER

3

4,290,824

16,098,940

Cost of sales

8,268,073

15,282,106

GROSS (LOSS)/PROFIT

(3,977,249

)

816,834

Administrative expenses

8,672,062

2,445,453

OPERATING LOSS

5

(12,649,311

)

(1,628,619

)

Interest receivable and similar income

300

1,192

(12,649,011

)

(1,627,427

)

Interest payable and similar expenses

6

45

17,685

LOSS BEFORE TAXATION

(12,649,056

)

(1,645,112

)

Tax on loss

7

(16,797

)

21,113

LOSS FOR THE FINANCIAL YEAR

(12,632,259

)

(1,666,225

)

Loss attributable to:

Owners of the parent

(12,632,259

)

(1,666,225

)

LOSS FOR THE YEAR

(12,632,259

)

(1,666,225

)

OTHER COMPREHENSIVE INCOME

Exchange differences on consolidation

336,808

(65,748

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

336,808

(65,748

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(12,295,451

)

(1,731,973

)

Note

Prior year adjustment

10

(1,334,633

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(13,630,084

)

Total comprehensive income attributable to:

Owners of the parent

(13,630,084

)

(1,731,973

)

FIXED ASSETS

Intangible assets

11

-

6,075,086

-

Tangible assets

12

1

2,144,650

2,146,424

Investments

13

7,524,988

7,524,988

7,524,988

7,524,989

15,744,724

9,671,412

CURRENT ASSETS

Stocks

14

-

5,748,858

3,037,360

Debtors

15

9,215,866

23,646,474

18,773,165

Investments

16

3,358,753

2,899,625

1,710,925

Cash at bank and in hand

5,252,683

810,841

3,334,893

17,827,302

33,105,798

26,856,343

CREDITORS

Amounts falling due within one year

17

(17,034,449

)

(27,915,267

)

(13,504,751

)

NET CURRENT ASSETS

792,853

5,190,531

13,351,592

TOTAL ASSETS LESS CURRENT LIABILITIES

8,317,842

20,935,255

23,023,004

NET ASSETS

8,317,842

20,935,255

23,023,004

CAPITAL AND RESERVES

Called up share capital

20

1,646,904

1,646,904

1,646,904

Other reserves

21

(293,552

)

(630,360

)

(564,612

)

Retained earnings

21

6,964,490

19,918,711

21,940,712

SHAREHOLDERS' FUNDS

8,317,842

20,935,255

23,023,004

The financial statements were approved by the director and authorised for issue on 31 October 2025 and were signed by:

J S Kohli - Director

FIXED ASSETS

Intangible assets

11

-

-

-

Tangible assets

12

1

1

1

Investments

13

7,524,988

19,602,508

12,825,724

7,524,989

19,602,509

12,825,725

CURRENT ASSETS

Stocks

14

-

1,315,258

901,362

Debtors

15

9,215,866

17,465,581

15,090,717

Investments

16

3,358,753

2,899,625

1,710,925

Cash at bank

14,312

353,070

2,128,185

12,588,931

22,033,534

19,831,189

CREDITORS

Amounts falling due within one year

17

(17,034,449

)

(19,742,333

)

(10,554,613

)

NET CURRENT (LIABILITIES)/ASSETS

(4,445,518

)

2,291,201

9,276,576

TOTAL ASSETS LESS CURRENT LIABILITIES

3,079,471

21,893,710

22,102,301

NET ASSETS

3,079,471

21,893,710

22,102,301

CAPITAL AND RESERVES

Called up share capital

20

1,646,904

1,646,904

1,646,904

Retained earnings

21

1,432,567

20,246,806

20,455,397

SHAREHOLDERS' FUNDS

3,079,471

21,893,710

22,102,301

Company's (loss)/profit for the financial year

(18,492,277

)

147,185

The financial statements were approved by the director and authorised for issue on 31 October 2025 and were signed by:

J S Kohli - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

$

$

$

$

Balance at 1 July 2022

1,646,904

21,940,712

(564,612

)

23,023,004

Changes in equity

Dividends

-

(355,776

)

-

(355,776

)

Total comprehensive income

-

(331,592

)

(65,748

)

(397,340

)

Balance at 30 June 2023

1,646,904

21,253,344

(630,360

)

22,269,888

Prior year adjustment

-

(1,334,633

)

-

(1,334,633

)

As restated

1,646,904

19,918,711

(630,360

)

20,935,255

Changes in equity

Dividends

-

(321,962

)

-

(321,962

)

Total comprehensive income

-

(12,632,259

)

336,808

(12,295,451

)

Balance at 30 June 2024

1,646,904

6,964,490

(293,552

)

8,317,842

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 July 2022

1,646,904

20,455,397

22,102,301

Changes in equity

Dividends

-

(355,776

)

(355,776

)

Total comprehensive income

-

1,481,818

1,481,818

Balance at 30 June 2023

1,646,904

21,581,439

23,228,343

Prior year adjustment

-

(1,334,633

)

(1,334,633

)

As restated

1,646,904

20,246,806

21,893,710

Changes in equity

Dividends

-

(321,962

)

(321,962

)

Total comprehensive income

-

(18,492,277

)

(18,492,277

)

Balance at 30 June 2024

1,646,904

1,432,567

3,079,471

Cash flows from operating activities

Cash generated from operations

1

(884,407

)

6,035,076

Interest paid

(45

)

(17,685

)

Tax paid

(150,605

)

(189,233

)

Net cash from operating activities

(1,035,057

)

5,828,158

Cash flows from investing activities

Purchase of intangible fixed assets

-

(6,750,095

)

Current asset investment additions

(459,128

)

(1,188,700

)

Interest received

300

1,192

Net cash from investing activities

(458,828

)

(7,937,603

)

Cash flows from financing activities

Amount introduced by directors

173,481

247,596

Amount withdrawn by directors

(175,001

)

(240,679

)

Foreign exchange on consolidation

336,808

(65,748

)

Equity dividends paid

(321,962

)

(355,776

)

Net cash from financing activities

13,326

(414,607

)

Decrease in cash and cash equivalents

(1,480,559

)

(2,524,052

)

Cash and cash equivalents at beginning of year

2

810,841

3,334,893

Cash and cash equivalents at end of year

2

(669,718

)

810,841

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

as restated

$

$

Loss before taxation

(12,649,056

)

(1,645,112

)

Depreciation charges

675,010

676,783

Loss on disposal of fixed assets

1,224,289

-

Impairment of goodwill

5,400,076

-

Loss on disposal of investments

920,360

-

Finance costs

45

17,685

Finance income

(300

)

(1,192

)

(4,429,576

)

(951,836

)

Decrease/(increase) in stocks

5,748,858

(2,711,498

)

Decrease/(increase) in trade and other debtors

14,420,032

(4,879,445

)

(Decrease)/increase in trade and other creditors

(16,623,721

)

14,577,855

Cash generated from operations

(884,407

)

6,035,076

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024

30.6.24

1.7.23

$

$

Cash and cash equivalents

5,252,683

810,841

Bank overdrafts

(5,922,401

)

-

(669,718

)

810,841

Year ended 30 June 2023

30.6.23

1.7.22

as restated

$

$

Cash and cash equivalents

810,841

3,334,893

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.23

Cash flow

At 30.6.24

$

$

$

Net cash

Cash at bank and in hand

810,841

4,441,842

5,252,683

Bank overdrafts

-

(5,922,401

)

(5,922,401

)

810,841

(1,480,559

)

(669,718

)

Liquid resources

Current asset investments

2,899,625

459,128

3,358,753

2,899,625

459,128

3,358,753

Total

3,710,466

(1,021,431

)

2,689,035

1.	STATUTORY INFORMATION

Mertex 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year. The parent company and the group both have net current liabilities at the period end. The director will continue to support the company and group as necessary to ensure liabilities are settled upon their falling due. As such the financial statements have been prepared on a going concern basis.

The financial statements are presented in the group's functional currency, the US Dollar.

Basis of consolidation

The consolidated financial statements incorporate those of Mertex UK Limited and of its subsidiary undertaking Rohrwerk Maxhutte GmbH. The group divested its interest in Mertex Canada Limited and Mertex India Pvt Ltd during the current accounting period and has placed Rurhwerk Maxhutte GmbH into administration. All financial statements are made up to 30 June 2024, except for those of Rohrwerk Maxhutte GmbH that run to 31 December 2023. All transactions and balances between group companies are eliminated on consolidation. The transactions within Rohrwerk Maxhutte GmbH are immaterial and as such are excluded from consolidation.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

The company makes estimates and assumptions concerning future items. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying value of assets and liabilities within the next financial year include amounts due to suppliers and agents that are subject to significant uncertainty. The recognition of these amounts in the financial statements is the best estimate of probable settlement of the legal obligation.

Please refer to the creditors noted below for further details on significant estimates surrounding payments to suppliers and agents.