Company registration number 13626016 (England and Wales)
FUJAX GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FUJAX GROUP LIMITED
COMPANY INFORMATION
Directors
C J Dyason
B Omland
C Secchi
T Schoonenberg
(Appointed 22 August 2024)
Secretary
T Schoonenberg
Company number
13626016
Registered office
Island Studios
22 St. Peters Square
London
W6 9NW
Auditor
TC Group
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Group income statement
9
Group statement of comprehensive income
10
Group statement of financial position
11 - 12
Group statement of changes in equity
13
Group statement of cash flows
14
Notes to the group financial statements
15 - 34
Parent company statement of financial position
35
Parent company statement of changes in equity
36
Notes to the parent company financial statements
37 - 38
FUJAX GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

The group's core business is to act as a principal between miners and smelters globally, focusing on the sale and trading of metal ores, concentrates, and secondary materials, primarily manganese, chrome, and coal.

The group maintained its focus on its core trading activities while navigating a highly sensitive industry influenced by volatile commodity prices, freight rates, and logistical challenges. Despite the broader market uncertainties, the group successfully retained and entered new relationships with key suppliers and customers, ensuring continuity in its operations and growth opportunities.

The group reported a reduced gross profit margin of 0.7% in 2024 (2023: 4%), primarily driven by the termination of the group's relationship with its key supplier Mazule and the associated transition to establishing it s own logistics platform. This restructuring, combined with a broader market downturn, resulted in reduced volumes and profitability for the year.

Despite this financial outcome, the group generated $146,978,000 in revenue reflecting stable trading activity across its core portfolio.

The group also developed direct relationships with both existing and new suppliers, creating a stronger foundation for increased volumes in profitable commodities and improving pricing and supply chain reliability going forward.

As the group continues to face uncertainties related to global logistics, interest rates, and broader economic conditions, the directors remain focused on closely monitoring and managing these risks. Despite the challenges, the directors are optimistic about the group's long-term profitability and growth. With a resilient core business, strategic operational enhancements, and ongoing support from key stakeholders, the group is well-positioned to capitalise on future opportunities and deliver sustained value to its partners.

Principal risks and uncertainties

Financial instruments of significance to the group comprise primary financial instruments (mainly cash, borrowings, debtors and creditors). The main financial risks to which the group is exposed are market risk, counterparty risk, interest rate risk and liquidity risk.

Market risk is the risk that movements in metal prices or foreign exchange rates will cause fluctuations in the values of, or cash flows arising from, financial assets and liabilities, and from other contracts for the future delivery of metal. Exposures to metal price movements and foreign exchange rate fluctuations are restricted by the imposition of trading position limits by the directors.

Counterparty risk is the risk that a customer or supplier will fail to fulfil their contractual obligations. Exposure to counterparty risk is reduced by the use of credit control policies, which are approved centrally, including the use of credit limits, volume of business limits and the margining of customers.

Interest rate risk is the risk that increases or decreases in floating interest rates will adversely affect the group's performance. Exposure to interest rate risk is reduced by using short term financing dedicated to specific business and factoring interest charges into the prices charged to customers to cover this expense.

The risk that adequate funding is not available to the group to meet its commitments associated with day to day trading and financing commitments is liquidity risk. The group plans its future business in conjunction with its borrowing facilities to avoid liquidity problems, and maintains relationships with lenders to ensure that credit lines are adequate.

FUJAX GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Development and performance

Continuing in the same way as last year the group is refocussing on its core business activity of being a niche Africa based trader of metals, minerals, and soft commodities - the product lines that show the greatest ability to generate profit and where our knowledge and capacity is greatest. Through consolidation, business optimisation and enhancing our market position we aim to increase our sales revenue and reduce our cost of sales. Our 2025 strategy is structured around the following initiatives:

- Business optimisation: recruitment of experienced and qualified professionals, improved management of human resources, upgrading and improvement of business systems and processes.

- Restructuring of debt: continue to align the company’s financial obligations to better support operations and initiatives for growth.

- Improved supply chain management: supported by a defined strategy, supplier approval process and upgraded systems.

- Support and develop our key suppliers to optimise their operations and develop new long-term and sustainable partnerships with suppliers that have a high degree of operational control and stability.

The directors are confident that these measures, alongside the group's resilient core business model and strong stakeholder support, will position the group for sustainable growth and profitability in the years ahead.

Key performance indicators

The key performance indicators (KPI) are as follows:

2024 2023

US$ US$

Turnover 146,978,000 200,664,000

Gross profit Margin 0.7% 4.0%

Average staff numbers 47 56

Section 172(1) Statement
Culture and management

During the preparation of these financial statements the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duties under section 172.

Under the Act a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long term,

(b) the interests of the company's employees,

(c) the need to foster the company's business relationships with suppliers, customers and others,

(d) the impact of the company's operations on the community and the environment,

(e) the desirability of the company maintaining a reputation for high standards of business conduct, and

(f ) the need to act fairly, as between members of the company.

Most of the board have executive roles within the organisation which ensures it remains highly engaged with the day to day business of the group. Regular reviews of the group's performance ensure that the group continues to capitalise on opportunities whilst avoiding the type of excessive risk taking that could jeopardise the existence of the group. The board also continue to fulfil their other core duties to oversee the group’s culture, governance, financial controls, risk and change management.

FUJAX GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Our people

We ha d 47 people across the group at the year end. Our people are proactive and take the lead in all areas of the business. Constant engagement, training as required, a fair incentive scheme and collaboration with our colleagues is vital in ensuring an efficient, well balanced and as low risk environment as possible. The group enjoys a high level of staff retention.

Our counterparties

These include mines, producers, smelters, warehouses, freight forwarders and shipping brokers. We foster long term relationships by dealing in a transparent and responsive way across all departments of the group which lead to strong trusted connections between all areas of the business.

On behalf of the board

T Schoonenberg
Director
3 November 2025
FUJAX GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the group was that of trading metal ores, concentrates and secondary materials.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S L Woolridge
(Resigned 19 April 2024)
C J Dyason
T S Swithenbank
(Resigned 26 March 2024)
B Omland
C Secchi
R J Lamming
(Appointed 26 March 2024 and resigned 14 August 2024)
A Malashewsky
(Appointed 26 March 2024 and resigned 31 March 2025)
T Schoonenberg
(Appointed 22 August 2024)
Supplier payment policy

The group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The group's current policy concerning the payment of trade creditors is to:

- settle the terms of payment with suppliers when agreeing the terms of each transaction;

- ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

- pay in accordance with the group's contractual and other legal obligations.

Trade creditors of the group at the year end were equivalent to 12 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

FUJAX GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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 group and parent company and of the profit or loss of the group for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the group and parent company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

On behalf of the board
T Schoonenberg
Director
3 November 2025
FUJAX GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FUJAX GROUP LIMITED
- 6 -

Qualified opinion on financial statements

We have audited the financial statements of Fujax Group Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group income statement, the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

Included in other receivables is $3,579,000 due from Mazule Mineral and Energy Resources Proprietary Limited ('Mazule'), being a company based in South Africa that is currently in liquidation. As a result of Mazule being in liquidation the directors have been unable to assess the recoverability of the receivable in accordance with IFRS9. Accordingly no provision for non-recovery against this receivable has been included in these financial statements. Should the receivable prove not to be recovered the group's net assets and retained earnings would be reduced by the amount unrecovered.

Emphasis of matter - recoverability of receivables

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of provisions made for the non-recoverability of the company's receivables and the adequacy of the disclosures in Notes 2 and 19 to the financial statements.

Included in other receivables are amounts of $18,784,000 relating to overdue supplier advances. Subsequent to the year-end, a substantial portion of these balances have been recovered, with repayments totalling $3,938,000 to date. Notwithstanding this, there is a material uncertainty over the recoverability of these advances due to the length of time they have remained unpaid. Management remains confident in the full recoverability of the remaining balances, however should the advances prove not to be recovered, the company's net assets and retained earnings would be reduced by the amount unrecovered.

We consider these matters should be brought to your attention but our opinion is not modified in this respect.

Material uncertainty related to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Note 1.4 to the financial statements concerning the group and parent company's ability to continue as a going concern. As explained in Note 1.4, at 31 December 2024, the group had net liabilities of $10,847,000, having incurred a loss for the year of $8,857,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the group's principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future. Should, for any reason, this support be withdrawn there would be significant doubt as to the group and parent company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group and parent company were unable to continue as a 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.

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

FUJAX GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FUJAX GROUP LIMITED
- 7 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have 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.

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

FUJAX GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FUJAX GROUP LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company and determined that the most significant are those that relate to the reporting framework (IFRS, the Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the United Kingdom. In addition, the group and parent c ompany is required to comply with relevant MARPOL Annex V and shipping regulations, data protection, anti-bribery, anti-money-laundering, employment, environmental and health and safety legislation.

- We understood how the group and parent company is complying with those frameworks by making enquiries of management and seeking representations from those charged with governance to understand how management maintains and communicates its policies and procedures in these areas. We corroborated this by reviewing supporting documentation.

- We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including how fraud might occur by considering the risk of management override of internal control and by designating revenue recognition as a fraud risk. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business. We tested specific transactions reconciling to source documentation or independent confirmations, ensuring appropriate authorisation of the transactions.

- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiries of management and those charged with governance, as well as a review of legal and professional expenses.

- The senior statutory auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://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.

Mark Bailey FCA CTA (Senior Statutory Auditor)
For and on behalf of TC Group
3 November 2025
Statutory Auditor
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX GROUP LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
$'000
$'000
Revenue
3
146,978
200,664
Cost of sales
(145,950)
(192,379)
Gross profit
1,028
8,285
Other operating income
300
379
Administrative expenses
(9,454)
(8,334)
Operating (loss)/profit
4
(8,126)
330
Investment revenues
8
885
2,698
Finance costs
9
(1,574)
(3,290)
Loss before taxation
(8,815)
(262)
Income tax expense
10
(42)
(156)
Loss for the year
(8,857)
(418)
Profit for the financial year is attributable to:
- Owners of the parent company
(8,894)
(241)
- Non-controlling interests
37
(177)
(8,857)
(418)
FUJAX GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
$'000
$'000
Loss for the year
(8,857)
(418)
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation gain/(loss) arising in the year
223
(668)
Total comprehensive income for the year
(8,634)
(1,086)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(8,671)
(909)
- Non-controlling interests
37
(177)
(8,634)
(1,086)
FUJAX GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
$'000
$'000
Non-current assets
Goodwill
11
999
999
Property, plant and equipment
12
899
1,201
Investments
13
8
108
1,906
2,308
Current assets
Inventories
18
3,385
10,824
Trade and other receivables
19
58,359
34,349
Cash and cash equivalents
824
1,355
62,568
46,528
Current liabilities
Trade and other payables
24
40,069
41,963
Current tax liabilities
59
26
Borrowings
20
34,748
8,479
Lease liabilities
25
139
68
Derivative financial instruments
-
0
70
75,015
50,606
Net current liabilities
(12,447)
(4,078)
Non-current liabilities
Lease liabilities
25
305
442
Net liabilities
(10,846)
(2,212)
Equity
Called up share capital
27
1
1
Currency translation reserve
28
(443)
(666)
Retained earnings
(10,171)
(1,277)
Equity attributable to owners of the parent company
(10,613)
(1,942)
Non-controlling interests
(233)
(270)
Total equity
(10,846)
(2,212)
FUJAX GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 3 November 2025 and are signed on its behalf by:
T Schoonenberg
Director
Company registration number 13626016 (England and Wales)
FUJAX GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Currency translation reserve
Retained earnings
Total
Non-controlling interest
Total
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 January 2023
1
2
(986)
(983)
(93)
(1,076)
Year ended 31 December 2023:
Loss
-
-
(241)
(241)
(177)
(418)
Other comprehensive income:
Currency translation differences
-
(668)
-
0
(668)
-
(668)
Total comprehensive income
-
(668)
(241)
(909)
(177)
(1,086)
Transactions with owners:
Own shares acquired
-
-
(50)
(50)
-
(50)
Balance at 31 December 2023
1
(666)
(1,277)
(1,942)
(270)
(2,212)
Year ended 31 December 2024:
Loss
-
-
(8,894)
(8,894)
37
(8,857)
Other comprehensive income:
Currency translation differences
-
223
-
0
223
-
223
Total comprehensive income
-
223
(8,894)
(8,671)
37
(8,634)
Balance at 31 December 2024
1
(443)
(10,171)
(10,613)
(233)
(10,846)
FUJAX GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
$'000
$'000
$'000
$'000
Cash flows from operating activities
Cash (absorbed by)/generated from operations
32
(15,765)
7,561
Interest paid
(556)
(1,820)
Income taxes paid
(45)
(396)
Net cash (outflow)/inflow from operating activities
(16,366)
5,345
Investing activities
Purchase of property, plant and equipment
(123)
(573)
Proceeds from disposal of property, plant and equipment
143
101
Advances to associates
(589)
-
0
Disposal / (purchase) of joint ventures
100
(100)
Interest received
342
2,377
Net cash (used in)/generated from investing activities
(127)
1,805
Financing activities
Purchase of treasury shares
-
0
(50)
Proceeds from borrowings
24,498
-
0
Repayment of borrowings
(8,621)
(10,626)
Payment of lease liabilities
(85)
(109)
Net cash generated from/(used in) financing activities
15,792
(10,785)
Net decrease in cash and cash equivalents
(701)
(3,635)
Cash and cash equivalents at beginning of year
1,355
5,658
Effect of foreign exchange rates
170
(668)
Cash and cash equivalents at end of year
824
1,355
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

Fujax Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Island Studios, 22 St. Peters Square, London, W6 9NW. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Fujax Group Limited and all of its subsidiaries.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest $'000.

The financial statements have been prepared under the historical cost convention, except for the revaluation of . The principal accounting policies adopted are set out below.

1.2
Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Fujax Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At 31 December 2024, the group had net liabilities of $10,847,000, having incurred a loss for the year of $8,857,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the group's principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future to enable the group to meet its commitments and obligations as they fall due. The directors are not aware of any reason why this financial support should be withdrawn, and are therefore satisfied that the group is, and will remain, a going concern.true

1.5
Revenue

Revenue is measured based on the consideration specified in a contract with a customer. The group recognises revenue when it transfers control of goods to a customer, net of any discounts and rebates allowed by the group and value added taxes.

Sale of goods

Sales of metal ores and concentrates are recognised when the group has transferred to the customer significant risks and rewards of ownership of the goods.

For certain contracts, the sales price is determined on a provisional basis at the date of the sale, as the final selling price is subject to movements in weights and assays. Sales prices on provisionally priced sales are recognised based on the estimated fair value of the total consideration receivable. Where provisional weights and assays have been used, an appropriate retention is made until such amounts are finally determined and agreed.

Other income

Other income represents a management fee receivable for services incurred on behalf of a related party. The management fee is recognised on an accruals basis.

1.6
Goodwill

Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.7
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Straight line over the lease term
Fixtures and fittings
6 years straight line
Plant and equipment
5 years straight line
Computers
3-5 years straight line
Motor vehicles
3 years straight line
Right of use asset
Straight line over the lease term

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.8
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

1.10
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises direct materials and, where applicable, shipping and warehousing costs.

Net realisable value is the estimated selling price less all estimated costs of delivery to be incurred.

1.11
Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.12
Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recogni s ed initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.13
Financial liabilities

The group recogni s es financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

1.14
Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.15
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 is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in 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. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Fair value hierachy

IFRS 7 requires the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement. The fair value hierarchy has the following levels:

i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

ii) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
2
Critical accounting estimates and judgements

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Inventories

Inventories are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for inventory where the market value has fallen below the original price paid by the group. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

Valuation of investments

Investments held as non current assets are stated at cost less any provision for impairment. The directors assess the recoverability of investments made and economic benefit if the investments based on market conditions and cashflow estimates.

Recoverability of supplier advances

Receivables (including loans) are assessed for indicators of impairment at each reporting period end.

The directors apply their judgement in considering the likely recovery of receivables outstanding at the period end to ensure that a provision is made against any uncertain balances. In arriving at a suitable provision, regard is given to the age profile of the debt and assessment is made by the directors based on the particular circumstances of each matter.

Key sources of estimation uncertainty
Open sales contracts

For certain sales contracts, where the sales price is determined on a provisional basis, the final selling price is subject to movements in final weights and assays. At each reporting period end any open contracts are reviewed and an appropriate retention is made until such amounts are finally determined and agreed.

3
Revenue
2024
2023
$'000
$'000
Revenue analysed by class of business
Sale of goods
146,978
200,664

In the opinion of the directors it would be seriously prejudicial to the business of the group to disclose the geographical spread of turnover.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
4
Operating profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
$'000
$'000
Exchange losses
275
384
Depreciation of property, plant and equipment
336
299
Loss on disposal of property, plant and equipment
2
-
Cost of inventories recognised as an expense
145,598
192,722
Write downs of inventories recognised as an expense
47
(509)
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor:
$'000
$'000
For audit services
Audit of the financial statements of the group and company
65
109
Audit of the financial statements of the company's subsidiaries
49
96
114
205
6
Employees
2024
2023
Number
Number
Employees
47
56

Their aggregate remuneration comprised:

2024
2023
$'000
$'000
Wages and salaries
4,283
3,795
Social security costs
314
335
Pension costs
113
82
4,710
4,212
7
Directors' remuneration
2024
2023
$'000
$'000
Remuneration for qualifying services
1,050
954
Company pension contributions to defined contribution schemes
48
44
1,098
998
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 23 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
$'000
$'000
Remuneration for qualifying services
244
404

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023: 3).

8
Investment income
2024
2023
$'000
$'000
Interest income
Financial instruments measured at amortised cost:
Other interest income on financial assets
885
2,698
9
Finance costs
2024
2023
$'000
$'000
Other interest payable
1,574
3,290
10
Income tax expense
2024
2023
$'000
$'000
Current tax
Corporation tax on profits for the current period
42
31
Adjustments in respect of prior periods
-
0
125
Total domestic current tax
42
156
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Income tax expense
2024
2023
$'000
$'000
(Continued)
- 24 -

The charge for the year can be reconciled to the profit per the income statement as follows:

2024
2023
$'000
$'000
Loss before taxation
(8,815)
(262)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.50%)
(2,204)
(62)
Effect of expenses not deductible in determining taxable profit
49
415
Unutilised tax losses carried forward
2,194
127
Permanent capital allowances in excess of depreciation
30
(53)
Under/(over) provided in prior years
-
0
(345)
Foreign exchange differences
(27)
74
Taxation charge for the year
42
156
11
Intangible assets
Goodwill
$'000
Cost
At 1 January 2023
999
At 31 December 2023
999
At 31 December 2024
999
Carrying amount
At 31 December 2024
999
At 31 December 2023
999
At 31 December 2022
999

T he g roup previously acquired the entire share capital of Imetals Asia Limited for $1,000,000. The excess of the fair value of the consideration paid over the fair value of the assets acquired is represented by goodwill arising of $999,000. The company has been renamed Fujax Asia Limited.

The goodwill recognises the technical expertise and stakeholder relationships of the acquired workforce.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
12
Property, plant and equipment
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Right of use asset
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Cost
At 1 January 2023
15
6
54
183
230
199
687
Additions
343
109
101
28
47
610
1,238
Disposals
-
0
-
0
-
0
(137)
(56)
(202)
(395)
At 31 December 2023
358
115
155
74
221
607
1,530
Additions
19
20
-
0
22
64
-
0
125
Disposals
-
0
(70)
(1)
(2)
(119)
-
0
(192)
Foreign currency adjustments
(1)
24
(3)
-
37
1
58
At 31 December 2024
376
89
151
94
203
608
1,521
Accumulated depreciation and impairment
At 1 January 2023
3
1
13
9
36
154
216
Charge for the year
52
12
20
15
47
153
299
Eliminated on disposal
-
0
-
0
-
0
(1)
3
(188)
(186)
At 31 December 2023
55
13
33
23
86
119
329
Charge for the year
86
13
26
19
57
135
336
Eliminated on disposal
-
0
(10)
(1)
(1)
(44)
-
0
(56)
Foreign currency adjustments
(1)
2
-
0
1
11
-
0
13
At 31 December 2024
140
18
58
42
110
254
622
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Property, plant and equipment
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Right of use asset
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
(Continued)
- 26 -
Carrying amount
At 31 December 2024
236
71
93
52
93
354
899
At 31 December 2023
303
102
122
51
135
488
1,201
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
13
Investments
Current
Non-current
2024
2023
2024
2023
$'000
$'000
$'000
$'000
Investments in subsidiaries
-
0
-
0
1
1
Investments in joint ventures
-
0
-
0
7
7
Other investments
-
-
-
100
-
0
-
0
8
108

On 8 December 2022 the group purchased 51% of Glosam Manganese Limited (“Glosam”), with the intention of accounting for the investment as a subsidiary. However, due to an ongoing dispute with the minority shareholder, the directors were un ab le to obtain audited financial statements to 31 December 2024 for Glosam. As a result, the post acquisition performance and financial position of the group headed by Glosam, which includes NC Manganese and Wepex Trading, have not been consolidated into these financial statements as the control test could not be met at the balance sheet date. The investment has therefore been carried at cost less impairment of $nil (cost of $1,000 less impairment of $1,000).

14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
1 - Fujax UK Limited
United Kingdom
Metals & minerals
trading
Ordinary
100.00
-
2 - Fujax International SA
Switzerland
Metals & minerals
trading
Ordinary
100.00
-
3 - Fujax South Africa Limited
South Africa
Metals & minerals
trading
Ordinary
0
100.00
4 - Fujax East Africa Limited
Kenya
Metals & minerals
trading
Ordinary
0
90.00
5 - Fujax Asia Limited
Hong Kong
Metals & minerals
trading
Ordinary
70.00
-
6 - Leo Commodities Limited
Kenya
Metals & minerals
trading
Ordinary
0
54.00
7 - Glosam Manganese (Pty) Ltd*
South Africa
Mining
Ordinary
0
51.00
7 - NC Manganese Ltd *
South Africa
Mining
Ordinary
0
51.00

Registered office addresses (all UK unless otherwise indicated):

1
Island Studios, 22 St. Peters Square, London
2
47, rue du 31 Décembre, Geneva, 1207, Switzerland
3
Office 208, 2nd Floor, Vineyard Centre, 10 Vineyard Road, Claremont, 7700, Cape Town, South Africa
4
51 Mombasa Road, Athi River, Machakos, Athi River District, Kenya
5
20/F Malahon CTR, 10 Stanley Street, Central, Hong Kong
6
51, Mombasa Road, Athi River, Machakos, Athi River district, Kenya
7
24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa

*Subsidiary not consolidated, refer to note 13 for further details.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
15
Associates

Details of the group's associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
Malfini Gas Limited
Kenya
Metals & minerals trading
Ordinary
0
45.00
Wepex Trading Ltd*
South Africa
Mining
Ordinary
0
22.00

*Associate held in the Glosam sub-group, refer to note 13 for further details.

The group's shares in Malfini Gas Ltd ("Malfini") were purchased during the prior period for less than $1,000. The group's share of Malfini's loss during the period exceeds the purchase price of the shares, therefore Malfini has no carrying value in the group's statement of financial position. No liability has been recognised for losses in excess of the investment, as the group has no legal or contractual obligation to provide additional financing to Malfini.

16
Joint ventures

Details of the group's joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Interest
% Held
held
Direct
Indirect
Maast Maritime Group DMCC
UAE
Holding Company
Ordinary shares
50.00
-
Maast Maritime Kenya Ltd
Kenya
Holding Company
Ordinary shares
-
50.00
Comarco Properties Ltd
Kenya
Property owning company
Ordinary shares
-
50.00
Touchwood Investments Ltd
Kenya
Property owning company
Ordinary shares
-
50.00
Kenya Marine Contractors EPZ Ltd
Kenya
Marine contractor
Ordinary shares
-
50.00
Comarco Supply Base EPZ Ltd
Kenya
Port operator
Ordinary shares
-
50.00
Consolidated Marine Contractors Ltd
Kenya
Holding company
Ordinary shares
-
50.00
17
Credit risk

Credit risk arises principally from the group’s trade receivables, supplier advances, and cash and cash equivalents. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The group’s maximum exposure to credit risk represents its receivables as disclosed.

Prior to accepting new customers, a credit check is carried out internally. Based on this information, credit limits as appropriate and payment terms are established.

No individual trade receivable balance is considered to represent a significant portion of the total balance. Whilst credit risk is mainly influenced by factors specific to individual customers, the concentration of sales both geographically and by industry is a contributory factor. However, the directors believe that credit risk is minimised by the group’s receivables being across a large cross section of customers from different industries and different geographical regions.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the group's maximum exposure to credit risk.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
18
Inventories
2024
2023
$'000
$'000
Metal ores and concentrates
3,385
10,824
19
Trade and other receivables
2024
2023
$'000
$'000
Trade receivables
17,855
19,374
VAT recoverable
1,455
61
Other receivables
26,822
11,166
Prepayments
12,227
3,748
58,359
34,349

Included in other receivables are amounts of $18,784,000 relating to overdue supplier advances. Subsequent to the year-end, a substantial portion of these balances have been recovered, with repayments totalling $3,938,000 to date. Notwithstanding this, there is a material uncertainty over the recoverability of these advances due to the length of time they have remained unpaid. Management remains confident in the full recoverability of the remaining balances, however should the advances prove not to be recovered, the company's net assets and retained earnings would be reduced by the amount unrecovered.

20
Borrowings
2024
2023
$'000
$'000
Borrowings held at amortised cost:
Loans from related parties
34,748
8,479

The loan from related parties includes loans secured against the Fujax UK Limited's tangible assets, investments and receivables.

21
Fair value of financial liabilities

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
22
Liquidity risk

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

Less than 1 month
1 – 3 months
3 months to 1 year
1 – 5 years
Total
$'000
$'000
$'000
$'000
$'000
At 31 December 2023
Trade and other payables
42,177
-
-
-
42,177
Borrowings
8,479
-
-
-
8,479
Current tax liabilities
-
-
26
-
26
Lease liabilities
6
12
50
442
510
Derivative financial instruments
70
-
-
-
70
50,732
12
76
442
51,262
At 31 December 2024
Trade and other payables
40,069
-
-
-
40,069
Borrowings
18,550
-
16,198
-
34,748
Current tax liabilities
-
-
59
-
59
Lease liabilities
11
21
107
305
444
58,630
21
16,364
305
75,320
Liquidity risk management

Liquidity risk arises from the group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due.

The group’s financial assets and liabilities, other than investments, were due within one year throughout the review period. The group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. Management reviews cash availability on a regular basis to determine whether the group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

23
Market risk
Market risk management

Market risk is the risk that movements in metal prices or foreign exchange rates will cause fluctuations in the values of, or cash flows arising from, financial assets and liabilities, and from other contracts for the future delivery of metal. Exposures to metal price movements and foreign exchange rate fluctuations are restricted by the imposition of trading position limits by the directors.

Interest rate risk is the risk that increases or decreases in floating interest rates will adversely affect the group's performance. Exposure to interest rate risk is reduced by using short term financing dedicated to specific business and factoring interest charges into the prices charged to customers to cover this expense.

The risk that adequate funding is not available to the group to meet its commitments associated with financial instruments is liquidity risk. The group plans its future business in conjunction with its borrowing facilities to avoid liquidity problems, and maintains relationships with lenders to ensure that credit lines are adequate.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
24
Trade and other payables
2024
2023
$'000
$'000
Trade payables
12,107
8,365
Amounts owed to related parties
3,394
11,527
Accruals
24,052
20,886
Social security and other taxation
91
208
Other payables
425
977
40,069
41,963
25
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
$'000
$'000
Current liabilities
139
68
Non-current liabilities
305
442
444
510
26
Retirement benefit schemes
2024
2023
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
113
82

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

27
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
Ordinary of $1 each
1,000
1,000
1
1
FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
28
Currency translation reserve
2024
2023
$'000
$'000
At the beginning of the year
(666)
2
Translation gain/(loss) arising in the year
223
(668)
At the end of the year
(443)
(666)
29
Capital risk management

The group is not subject to any externally imposed capital requirements.

30
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is considered to be that of the directors as disclosed in note 7.

Other transactions with related parties

During the year the group entered into the following transactions with related parties:

Sale of goods
Purchase of goods
2024
2023
2024
2023
$'000
$'000
$'000
$'000
Entities with joint control or significant influence over the company
11,271
14,948
70,808
67,883
Interest payable/(receivable)
Management fees & commision receivable/(payable)
2024
2023
2024
2023
$'000
$'000
$'000
$'000
Entities with joint control or significant influence over the company
1,000
1,305
4
(345)
Subsidiaries*
(52)
-
110
-
Associates
-
0
(14)
-
-
Joint ventures in which the entity is a venturer
-
0
(736)
-
-
Other related parties
490
1,085
-
0
57
1,438
1,640
114
(288)

*The interest and commission receivable from subsidiaries are from those who have not been consolidated. See note 13 for further details.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
30
Related party transactions
(Continued)
- 33 -

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due to related parties
$'000
$'000
Entities with joint control or significant influence over the company
19,194
8,479
Associates
-
0
181
Other related parties
3,394
11,526
22,588
20,186

The following amounts were outstanding at the reporting end date:

2024
2024
2024
Balance
Provision
Net
Amounts due from related parties
$'000
$'000
$'000
Subsidiaries*
851
50
801
Associates
588
588
-
Key management personnel
12
-
0
12
1,451
638
813
*The amounts due from subsidiaries are from those who have not been consolidated. See note 13 for further details.
2023
2023
2023
Balance
Provision
Net
Amounts due in previous period
$'000
$'000
$'000
Subsidiaries
554
-
554
Key management personnel
10
-
10
564
-
564
31
Controlling party

The ultimate controlling party of the group is C J Dyason by virtue of his shareholding.

FUJAX GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
32
Cash (absorbed by)/generated from operations
2024
2023
$'000
$'000
Loss for the year before income tax
(8,815)
(262)
Adjustments for:
Finance costs
1,773
3,485
Investment income
(1,080)
(2,888)
(Gain)/loss on disposal of property, plant and equipment
(7)
11
Impairment of inventory
47
(509)
Depreciation and impairment of property, plant and equipment
336
308
Provisions for bad and doubtful debts
1,673
594
Movement in fair value of derivatives
(70)
99
Movements in working capital:
Decrease in inventories
7,392
11,531
Increase in trade and other receivables
(22,671)
(13,950)
Increase in trade and other payables
5,657
9,142
Cash (absorbed by)/generated from operations
(15,765)
7,561
FUJAX GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 35 -
2024
2023
Notes
$'000
$'000
Non-current assets
Investments
35
1,118
1,118
Current assets
Trade and other receivables
36
53
4
Cash and cash equivalents
7
566
60
570
Current liabilities
Trade and other payables
37
1,535
1,871
Derivative financial instruments
-
0
70
1,535
1,941
Net current liabilities
(1,475)
(1,371)
Net liabilities
(357)
(253)
Equity
Called up share capital
38
1
1
Retained earnings
(358)
(254)
Total equity
(357)
(253)

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the period was $104,000 (2023: $176,000).

The financial statements were approved by the board of directors and authorised for issue on 3 November 2025 and are signed on its behalf by:
03 November 2025
T Schoonenberg
Director
Company registration number 13626016 (England and Wales)
FUJAX GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
Share capital
Retained earnings
Total
$'000
$'000
$'000
Balance at 1 January 2023
1
(28)
(27)
Year ended 31 December 2023:
Loss and total comprehensive income
-
(176)
(176)
Transactions with owners:
Own shares acquired
-
(50)
(50)
Balance at 31 December 2023
1
(254)
(253)
Loss and total comprehensive income
-
(104)
(104)
Balance at 31 December 2024
1
(358)
(357)
FUJAX GROUP LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
33
Accounting policies
Company information

Fujax Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Island Studios, 22 St. Peters Square, London, W6 9NW. The company's principal activities and nature of its operations are disclosed in the directors' report.

33.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000.

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

33.2
Going concern
At 31 December 2024, the group had net liabilities of $10,847,000, having incurred a loss for the year of $8,857,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the group's principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future to enable the group to meet its commitments and obligations as they fall due. The directors are not aware of any reason why this financial support should be withdrawn, and are therefore satisfied that the group is, and will remain, a going concern.
34
Employees
The company had no employees during the period.
35
Investments
Current
Non-current
2024
2023
2024
2023
$'000
$'000
$'000
$'000
Investments in subsidiaries
-
0
-
0
1,111
1,111
Investments in joint ventures
-
0
-
0
7
7
-
0
-
0
1,118
1,118
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 13.

FUJAX GROUP LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
36
Trade and other receivables
2024
2023
$'000
$'000
VAT recoverable
7
2
Other receivables
47
2
54
4
37
Trade and other payables
2024
2023
$'000
$'000
Amounts owed to subsidiary undertakings
1,402
1,766
Accruals
131
98
Other payables
2
7
1,535
1,871
38
Share capital
Refer to note 27 of the group financial statements.
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