Company registration number 12710538 (England and Wales)
FUJAX UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FUJAX UK LIMITED
COMPANY INFORMATION
Directors
C J Dyason
T Schoonenberg
(Appointed 22 August 2024)
Secretary
T Schoonenberg
Company number
12710538
Registered office
Island Studios
22 St. Peters Square
London
W6 9NW
Auditor
TC Group
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Income statement
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
FUJAX UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Fair review of the business

The company'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 immediate and ultimate parent company is Fujax Group Holdings, incorporated in the United Kingdom.

The company 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 company successfully retained and entered new relationships with key suppliers and customers, ensuring continuity in its operations and growth opportunities.

The company reported a gross loss of $1,026,000 in 2024, primarily driven by the termination of the company's relationship with its key supplier Mazule and the associated transition to establishing its 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 company generated $142,946,000 in revenue and supplied 961,000 metric tonnes of commodities during the year, reflecting stable trading activity across its core portfolio.

The company 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 company 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 company’s long-term profitability and growth. With a resilient core business, strategic operational enhancements, and ongoing support from key stakeholders, the company 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 company comprise primary financial instruments (mainly cash, borrowings, debtors and creditors). The main financial risks to which the company 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 company'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 company to meet its commitments associated with day to day trading and financing commitments is liquidity risk. The company 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 UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Future developments

Continuing in the same way as last year the company 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 company’s resilient core business model and strong stakeholder support will position the company for sustainable growth and profitability in the year ahead.

Key performance indicators

The key performance indicators are as follows:

 

2024            2023

 

Turnover              $142,946,000     $196,651,000

Gross profit margin     (0.71%)      4.0%

Average staff numbers         19         20

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 company. Regular reviews of the company’s performance ensure that the company continues to capitalise on opportunities whilst avoiding the type of excessive risk taking that could jeopardies the existence of the company. The board also continue to fulfil their other core duties to oversee the company’s culture, governance, financial controls, risk and change management.

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

We have 19 people in our office and aim to be a company where 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 company 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 company which lead to strong trusted connections between all areas of the business.

On behalf of the board

T Schoonenberg
Director
31 October 2025
FUJAX UK 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 company continued to be that of trading metal ores, concentrates and secondary materials.

Results and dividends

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

No interim 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:

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

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

 

Trade creditors of the company at the year end were equivalent to 21 day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

TC Group were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

The carbon and energy reporting has been included in the annual report of Fujax Group Limited, the company's parent undertaking.

FUJAX UK 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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
T Schoonenberg
Director
31 October 2025
FUJAX UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF FUJAX UK LIMITED
- 6 -
Opinion

We have audited the financial statements of Fujax UK Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

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 14 to the financial statements.

 

Included in other receivables are amounts of $18,068,000 relating to supplier advances and $2,713,000 due from group companies. Subsequent to year-end, a substantial portion of these balances has been recovered, with repayments totalling $3,938,000 to date as of the latest reporting period. 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 1.2 to the financial statements concerning the company’s ability to continue as a going concern. As explained in Note 1.2, at 31 December 2024, the company had net liabilities of $9,604,000, having incurred a loss for the year of $8,552,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the company’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 company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the 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 UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FUJAX UK 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:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

FUJAX UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF FUJAX UK LIMITED
- 8 -
The 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:

 

 

 

 

 

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 member 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 member those matters we are required to state to the member 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 member 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
31 October 2025
Statutory Auditor
5th Floor
3 Dorset Rise
London
EC4Y 8EN
FUJAX UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
$'000
$'000
Revenue
3
142,946
196,651
Cost of sales
(143,972)
(188,836)
Gross (loss)/profit
(1,026)
7,815
Administrative expenses
(7,045)
(9,235)
Other operating income
194
78
Operating loss
4
(7,877)
(1,342)
Investment income
6
993
2,777
Finance costs
7
(1,543)
(3,145)
Loss before taxation
(8,427)
(1,710)
Tax on loss
9
(125)
(26)
Loss and total comprehensive income for the financial year
(8,552)
(1,736)
FUJAX UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
$'000
$'000
$'000
$'000
Non-current assets
Property, plant and equipment
10
654
861
Investments
11
2
2
656
863
Current assets
Inventories
15
27
10,114
Trade and other receivables
14
40,971
31,245
Cash and cash equivalents
166
577
41,164
41,936
Current liabilities
16
(51,119)
(43,409)
Net current liabilities
(9,955)
(1,473)
Total assets less current liabilities
(9,299)
(610)
Non-current liabilities
16
(305)
(442)
Net liabilities
(9,604)
(1,052)
Equity
Called up share capital
20
-
0
-
0
Retained earnings
(9,604)
(1,052)
Total equity
(9,604)
(1,052)
The financial statements were approved by the board of directors and authorised for issue on 31 October 2025 and are signed on its behalf by:
T Schoonenberg
Director
Company registration number 12710538 (England and Wales)
FUJAX UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Retained earnings
Total
$'000
$'000
$'000
Balance at 1 January 2023
-
0
684
684
Year ended 31 December 2023:
Loss and total comprehensive income
-
0
(1,736)
(1,736)
Balance at 31 December 2023
-
0
(1,052)
(1,052)
Year ended 31 December 2024:
Loss and total comprehensive income
-
0
(8,552)
(8,552)
Balance at 31 December 2024
-
0
(9,604)
(9,604)
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
Accounting policies
Company information

Fujax UK 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.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Fujax UK Limited is a wholly owned subsidiary of Fujax Group Limited and the results of Fujax UK Limited are included in the consolidated financial statements of Fujax Group Limited which are available from its registered office.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Fujax Group Limited. The group accounts of Fujax Group Limited are available to the public from its registered office.

1.2
Going concern

At 31 December 2024, the company had net liabilities of $9,604,000, having incurred a loss for the year of $8,552,000. Notwithstanding this, the directors consider it appropriate to prepare the financial statements on a going concern basis as the company’s principal lenders have indicated their willingness to provide ongoing financial support for the foreseeable future to enable to the company 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 company is, and will remain, a going concern.true

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Revenue

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

Sale of goods

Sales of metal ores and concentrates are recognised when the company 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.

1.4
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
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.

1.5
Non-current investments

Interests in subsidiaries 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.7
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.

1.8
Cash and cash equivalents

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

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company 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 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.

 

The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for trade receivables. To measure the expected credit losses, trade receivables and contract assets are viewed on a customer by customer basis. At each year end, the expected loss rates have regard to the payment profiles of previous sales and the corresponding historical credit losses experienced. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. 

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.

1.10
Financial liabilities

The company recognises financial debt when the company 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, trade 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.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial liabilities

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

1.11
Equity instruments

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

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. Deferred tax assets for losses carried forward are not recognised in the statement of financial position.

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 company’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.

1.13
Employee benefits

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

1.14
Retirement benefits

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

1.15
Leases

At inception, the company 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 company 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.

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

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 company'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 company 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 company's estimate of the amount expected to be payable under a residual value guarantee; or the company'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 company 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.

1.16
Foreign exchange

Transactions in currencies other than US dollars 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.

2
Critical accounting estimates and judgements

In the application of the company’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 on the following page.

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 company. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.

Recoverability of receivables

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.

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements
(Continued)
- 17 -
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
142,946
196,651
2024
2023
$'000
$'000
Other income
Management charges
-
0
11
Commission income
4
67
Other income
190
-

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

4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
$'000
$'000
Exchange losses
13
14
Fees payable to the company's auditor for the audit of the company's financial statements
49
96
Depreciation of property, plant and equipment
224
211
Cost of inventories recognised as an expense
143,256
188,615
Write downs of inventories recognised as an expense
47
(509)
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Employees
19
20
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2024
2023
$'000
$'000
Wages and salaries
2,549
2,448
Social security costs
314
335
Pension costs
113
82
2,976
2,865
6
Investment income
2024
2023
$'000
$'000
Interest income
Other interest income
993
2,777
7
Finance costs
2024
2023
$'000
$'000
Interest on financial liabilities measured at amortised cost:
Interest on other loans
1,543
3,145
8
Directors' remuneration
2024
2023
$'000
$'000
Remuneration for qualifying services
838
932
Company pension contributions to defined contribution schemes
18
16
856
948
Remuneration disclosed above include the following amounts paid to the highest paid director:
$'000
$'000
Remuneration for qualifying services
244
404
9
Taxation
2024
2023
$'000
$'000
Current tax
UK corporation tax on profits for the current period
125
26
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 19 -

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

2024
2023
$'000
$'000
Loss before taxation
(8,427)
(1,710)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.50%)
(2,107)
(402)
Effect of expenses not deductible in determining taxable profit
187
486
Unutilised tax losses carried forward
1,900
-
0
Permanent capital allowances in excess of depreciation
20
(58)
Under/(over) provided in prior years
125
-
Taxation charge for the year
125
26
10
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Plant and equipment
Computers
Right of use asset
Total
$'000
$'000
$'000
$'000
$'000
$'000
Cost
At 31 December 2023
285
132
6
47
588
1,058
Additions in the period
5
-
0
3
10
-
0
18
At 31 December 2024
290
132
9
57
588
1,076
Accumulated depreciation and impairment
At 31 December 2023
36
30
2
13
116
197
Charge for the year
65
22
2
10
126
225
At 31 December 2024
101
52
4
23
242
422
Carrying amount
At 31 December 2024
189
80
5
34
346
654
At 31 December 2023
249
102
4
34
472
861
11
Investments
2024
2023
$'000
$'000
Investments in subsidiaries
2
2
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
12
Subsidiaries

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

Name of undertaking
Address
Principal activities
% Held
Direct
Indirect
1 - Fujax East Africa Ltd
Kenya
Metals & minerals trading
90.00
-
2 - Fujax South Africa Ltd
South Africa
Metals & minerals trading
100.00
-
3 - NC Manganese Ltd
South Africa
Mining
0
51.00
4 - Leo Commodities Limited
Kenya
Metals & minerals trading
0
54.00
5 - Glosam Manganese (Pty) Ltd
South Africa
Mining
0
51.00

Registered office addresses:

1
Comarco Base, Mikanjuni Road, Ganjoni, Mombasa, Mombasa District, Kenya
2
Office 208, 2nd Floor, Vineyard Centre, 10 Vineyard Road, Claremont, Cape Town, South Africa
3
24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa
4
51 Mombasa Road, Athi River, Machakos, Athi River District, Kenya
5
24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa
13
Associates

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

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
1 - Malfini Gas Ltd
Kenya
Metals & minerals trading
Ordinary shares
0
45.00
2 - Wepex Trading Ltd
South Africa
Mining
Ordinary shares
0
25.00

Registered office addresses:

 

1 - Kiembeni Estate No. 924, Mombasa, Mombasa District, Kenya

2 - 24 Nanyuki Road, 27 Sunninghill Brooke Estate, Sunninghill, Gauteng, 2157, South Africa

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
14
Trade and other receivables
2024
2023
$'000
$'000
Trade receivables
15,188
17,786
VAT recoverable
14
58
Amounts owed by fellow group undertakings
2,713
4,093
Other receivables
21,295
5,999
Prepayments and accrued income
1,761
3,309
40,971
31,245

 

Included in other receivables are amounts of $18,068,000 relating to supplier advances and $2,713,000 due from group companies. Subsequent to year-end, a substantial portion of these balances has been recovered, with repayments totalling $3,938,000 to date as of the latest reporting period. 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.

 

15
Inventories
2024
2023
$'000
$'000
Metal ores and concentrates
27
10,114
16
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
$'000
$'000
$'000
$'000
Trade and other payables
17
50,872
43,249
-
0
-
0
Corporation tax
26
(99)
-
-
Other taxation and social security
91
208
-
-
Lease liabilities
18
130
51
305
442
51,119
43,409
305
442
FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
17
Trade and other payables
2024
2023
$'000
$'000
Trade payables
6,781
4,574
Amounts owed to fellow group undertakings
359
333
Amounts owed to related parties
34,118
17,051
Accruals and deferred income
9,270
20,449
Other payables
344
842
50,872
43,249

The amount due to related parties includes a loan of $12,174,000 secured against the company's tangible assets, investments and receivables.

18
Lease liabilities
2024
2023
$'000
$'000
Right of use lease liabilites
435
493
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
$'000
$'000
Charge to profit or loss in respect of defined contribution schemes
113
82

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

20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
$'000
$'000
Issued and fully paid
Ordinary shares of £1 each
100
100
-
-
21
Controlling party

The company's ultimate parent company is Fujax Group Limited, a company incorporated in England and Wales with the the same registered office as the company.

 

The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by Fujax Group Limited, and copies of those group accounts are available from its registered office.

 

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

FUJAX UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
22
Related party transactions

During the year the company 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) & hedging receivable
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 not wholly owned
(158)
(169)
(302)
(479)
Associates
-
0
(14)
-
-
Joint ventures in which the group is a venturer
-
(736)
-
-
Other related parties
490
1,085
-
2,372
1,332
1,471
(298)
1,548

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
30,724
5,525
Subsidiaries not wholly owned
359
333
Other related parties
3,394
11,526
34,477
17,384

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
$'000
$'000
Subsidiaries not wholly owned
1,466
1,572
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esOtherExpenseTransactions2024-12-3112710538core:InterestFeesOtherExpenseTransactions2023-12-3112710538core:ManagementRechargesServices2024-12-3112710538core:ManagementRechargesServices2023-12-3112710538core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2024-12-3112710538core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2023-12-3112710538core:AllSubsidiaries2023-12-3112710538core:OtherRelatedParties2024-12-3112710538core:OtherRelatedParties2023-12-3112710538bus:PrivateLimitedCompanyLtd2024-01-012024-12-3112710538bus:FRS1012024-01-012024-12-3112710538bus:Audited2024-01-012024-12-3112710538bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP