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Registered number: 10941963
| ANNUAL REPORT AND FINANCIAL STATEMENTS
| FOR THE YEAR ENDED 30 SEPTEMBER 2025
| MERA INTERNATIONAL LIMITED
MERA INTERNATIONAL LIMITED |  |
COMPANY INFORMATION
Directors | Omar Saleh Babaker
| Neal Sahni
| Saeed Saleh Babaker
Registered number | 10941963
Registered office | Flat 27a, North Gate
| Prince Albert Road
| London
| NW8 7EG
Independent auditor | Menzies LLP
| Chartered Accountants & Statutory Auditor
| 4th Floor
| 95 Gresham Street
| London
| EC2V 7AB
MERA INTERNATIONAL LIMITED |  |
CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditor's report | 5 - 9
Consolidated statement of comprehensive income | 10
Consolidated statement of financial position | 11
Company statement of financial position | 12
Consolidated statement of changes in equity | 13
Company statement of changes in equity | 14
Consolidated statement of cash flows | 15
Consolidated analysis of net debt | 16
Notes to the financial statements | 17 - 28
MERA INTERNATIONAL LIMITED |  |
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Principal activities
The principal activity during the period was that of a supplier of services to group companies and the trading of soft commodities.
Business review and future developments
The Group’s business developed in line with the board’s expectations and the results for the year and the financial position at the year-end were considered satisfactory given the volatility in the commodity markets. The commodity markets remained challenging with high interest rates and the conflict of Russia – Ukraine and Israel – Gaza. Due to this the Group continues to trade in the same geographies and consolidate its position in these markets. Lama Holdings Limited, the parent company of the Group, owns Mera Enterprises DMCC, which serves clients in Africa and the Middle East. Lama Holdings Limited also owns Mera Global Pte. Ltd in Singapore, which will look to service a client-base in Asia. The directors expect that the Group will continue its business in the existing markets and new markets, and this will lead to a continued improvement in the Group’s financial results. The Group’s subsidiary, Mera International India (Private) Limited, will continue to trade as normal, with the expectation that trading conditions will improve following recent years of volatility in the Indian market.
Principal risks and uncertainties
The commodity markets always have risks associated with price volatility. The Group's business model is to eliminate risk with back-to-back trading and hedging through derivatives. Diversification into several markets to help manage risk of concentration is also actively worked upon and new geographies added steadily. With the cost plus model the risk for Mera International Limited has largely been managed. The Group is also subject to cashflow and liquidity risks. These risks are managed by maintaining adequate reserves, banking facilities, and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Cash flow forecasting is performed on a rolling basis to ensure that the company has sufficient liquidity to meet its operational requirements and financial obligations as they fall due. Where appropriate, the Group negotiates flexible credit terms with suppliers and actively manages working capital to maintain liquidity. Management regularly reviews both short and long-term funding requirements to ensure that sufficient resources are available to support business operations and strategic investments. Development and performance The Group had net liabilities of $(3,726)k (2024 - $(4,192)k) which included $1,784k (2024 - $601k) of cash balances.
Financial key performance indicators
Key performance indicators for the Group are turnover of $56,206k (2024 - $28,444k); net liabilities of $(3,726)k (2024 - $(4,192)k). Gross profit is $1,297k (2024 - $249k) and loss before tax is $(92)k (2024 - $(1,391)k) as margins remained small due to fluctuations in commodity prices but they are as per industry norm. During the year, turnover has increased by $27,762k (97.6%) due to the improvement in trading conditions in India following the easing of trading restrictions implemented by the Indian government over the election period in April 2024. Page 1
MERA INTERNATIONAL LIMITED |  |
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
The directors have complied with the requirements of S172 of the Companies Act 2006. The Board has detailed discussions on the strategic planning undertaken by the business and the setting of budgets and key performance indicators. In determining the strategy for the business, the Directors consider external factors, the economic climate and market conditions. The Group understands the importance and benefit of engaging and retaining staff with a broad range of skills, experiences, perspectives and backgrounds. The Group’s flat management structure allows for quick communication throughout the business and identification of development requirements for individual members of staff. The Group maintains positive relationships with key stakeholders in the business and senior management review this regularly. The Group has an environmental policy to protect against the long-term depletion of natural resources and the impact on the environment in terms of its operations and the environmental consequences of the products that the business trades in. The Group’s reputation is of paramount importance. The Group is fully compliant with all legislation relating to anti-corruption, bribery and anti-slavery. The business has been trading since 2017. The majority shareholders in the Group are executives in the business and so have a fundamental understanding of the strategy and operation of the business. Going concern The financial statements have been prepared on a going concern basis. The Group has received a letter of support from the parent company, Lama Holdings Limited, to provide sufficient financial support to the company such that the Group is able to operate as a going concern and to settle its liabilities as they fall due during the period ending 12 months after the date of approval of these financial statements. This financial support may include advancing further amounts to the Group as required by the Group and in respect of any existing intercompany and third party debts falling due within the period. This report was approved by the board and signed on its behalf.
................................................ Neal Sahni Director
Date: 7 April 2026
Page 2
MERA INTERNATIONAL LIMITED |  |
DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The directors present their report and the financial statements for the year ended 30 September 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to $(113)k (2024 - $(1,412)k). No dividends were paid during the year (2024 - NIL). The directors do not recommend the payment of a final dividend.
Directors
The directors who served during the year were:
Omar Saleh Babaker
Neal Sahni
Saeed Saleh Babaker
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Matters covered in the Group strategic report
The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the strategic report the company's strategic report Information required by schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes business review, future developments and principal risks and uncertainties. Page 3
MERA INTERNATIONAL LIMITED |  |
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Auditor
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ Neal Sahni Director
Date: 7 April 2026
Page 4
MERA INTERNATIONAL LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED
Qualified Opinion
We have audited the financial statements of Mera International Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: ∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 September 2025 and of the Group's loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
Included within trade receivables of $12,181,461 is a balance of $8,881,864 for which we have been unable to obtain sufficient appropriate audit evidence regarding its recoverability. While confirmation has been received of this balance from the customer and we have not been able to perform alternative audit procedures to satisfy ourselves as to the recoverability of this balance at the balance sheet date. Consequently, we have been unable to determine whether any adjustments might have been necessary in respect of trade receivables and the associated impact on the financial statements. 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
MERA INTERNATIONAL LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The 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. As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the recoverability of the trade receivibles of $12,181,461 at 30 September 2025. We have concluded that where the other information refers to the debtors balance or other associated balances, it may be materially misstated for the same reason.
Opinion on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group 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
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. Arising solely from the limitation on the scope of our work relating to trade receivibles, referred to above: ∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and ∙we were unable to determine whether adequate accounting records have been kept. 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: ∙returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors’ remuneration specified by law are not made. Page 6
MERA INTERNATIONAL LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
MERA INTERNATIONAL LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant: ∙The Companies Act 2006; ∙Financial Reporting Standard 102; ∙UK and Indian employment legislation and; ∙UK and Indian tax legislation We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. We also made inquiries with component auditors to request identification of any instances of non-compliance with laws and regulations that could give rise to a material misstatement in the group accounts. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area. We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: ∙Identifying and assessing the measures management has in place to prevent and detect fraud; ∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and ∙Identifying and testing accounting entries, in particular any entries posted with unusual account combinations. As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud would be the use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests. Additionally, fraud may occur through the manipulation of accounting estimates and the failure to make provisions for irrecoverable amounts. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report. Page 8
MERA INTERNATIONAL LIMITED |  |
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MERA INTERNATIONAL LIMITED (CONTINUED)
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. Sarah Hallam FCCA (Senior statutory auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor 4th Floor 95 Gresham Street London EC2V 7AB 7 April 2026 Page 9
MERA INTERNATIONAL LIMITED |  |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | $000 | $000
Turnover | 4 | 56,206 | 28,444
Cost of sales |  | (54,909) | (28,195)
Gross profit |  | 1,297 | 249
Administrative expenses |  | (1,392) | (1,212)
Operating loss | 5 | (95) | (963)
Interest receivable and similar income | 9 | 3 | 47
Interest payable and similar expenses | 10 | - | (475)
Loss before tax |  | (92) | (1,391)
Tax on loss | 11 | (21) | (21)
Loss for the financial year |  | (113) | (1,412)
Other comprehensive income for the year |  |  |
Currency translation differences |  | 579 | 76
Other comprehensive income for the year |  | 579 | 76
Total comprehensive income for the year |  | 466 | (1,336)
Loss for the year attributable to: |  |  |
Owners of the parent company |  | (113) | (1,412)
|  | (113) | (1,412)
The notes on pages 17 to 28 form part of these financial statements.
Page 10
MERA INTERNATIONAL LIMITED REGISTERED NUMBER:10941963 |  |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | $000 |  | $000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 16,719 |  | 20,971 |
Cash at bank and in hand | 14 | 1,784 |  | 601 |
|  | 18,503 |  | 21,572 |
Creditors: amounts falling due within one year | 15 | (22,229) |  | (25,764) |
Net current liabilities |  |  | (3,726) |  | (4,192)
Total assets less current liabilities |  |  | (3,726) |  | (4,192)
Net liabilities |  |  | (3,726) |  | (4,192)
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 1,359 |  | 1,359
Profit and loss account | 18 |  | (5,085) |  | (5,551)
Equity attributable to owners of the Parent Company |  |  | (3,726) |  | (4,192)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Neal Sahni
Director
Date: 7 April 2026
The notes on pages 17 to 28 form part of these financial statements. Page 11
MERA INTERNATIONAL LIMITED REGISTERED NUMBER:10941963 |  |
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | $000 |  | $000
Fixed assets |  |  |  |  |
Investments | 12 |  | 7 |  | 7
|  |  | 7 |  | 7
Current assets |  |  |  |  |
Debtors: due after more than one year | 13 | - |  | 2,500 |
Debtors due within one year | 13 | 28,158 |  | 28,884 |
Cash at bank and in hand | 14 | 34 |  | 295 |
|  | 28,192 |  | 31,679 |
Creditors: due within one year | 15 | (22,145) |  | (25,708) |
Net current assets |  |  | 6,047 |  | 5,971
Total assets less current liabilities |  |  | 6,054 |  | 5,978
Net assets |  |  | 6,054 |  | 5,978
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 1,359 |  | 1,359
Profit and loss account brought forward |  | 4,619 |  | 4,555 |
Profit for the year |  | 76 |  | 64 |
Profit and loss account carried forward |  |  | 4,695 |  | 4,619
|  |  | 6,054 |  | 5,978
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ Neal Sahni
Director
Date: 7 April 2026
The notes on pages 17 to 28 form part of these financial statements. Page 12
MERA INTERNATIONAL LIMITED |  |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| $000 | $000 | $000
At 1 October 2023 | 1,359 | (4,215) | (2,856)
Comprehensive income for the year |  |  |
Loss for the year | - | (1,412) | (1,412)
Currency translation differences | - | 76 | 76
Total comprehensive income for the year | - | (1,336) | (1,336)
At 1 October 2024 | 1,359 | (5,551) | (4,192)
Comprehensive income for the year |  |  |
Loss for the year | - | (113) | (113)
Currency translation differences | - | 579 | 579
Total comprehensive income for the year | - | 466 | 466
At 30 September 2025 | 1,359 | (5,085) | (3,726)
| The notes on pages 17 to 28 form part of these financial statements.
Page 13
MERA INTERNATIONAL LIMITED |  |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| $000 | $000 | $000
At 1 October 2023 | 1,359 | 4,555 | 5,914
Comprehensive income for the year |  |  |
Profit for the year | - | 64 | 64
At 1 October 2024 | 1,359 | 4,619 | 5,978
Comprehensive income for the year |  |  |
Profit for the year | - | 76 | 76
At 30 September 2025 | 1,359 | 4,695 | 6,054
| The notes on pages 17 to 28 form part of these financial statements.
Page 14
MERA INTERNATIONAL LIMITED |  |
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | $000 | $000
Cash flows from operating activities |  |
Loss for the financial year | (113) | (1,412)
Adjustments for: |  |
Interest payable | - | (475)
Interest receivable | (3) | (47)
Taxation charge | 21 | 21
Decrease in stocks | - | 260
Decrease in debtors | 4,245 | 17,498
(Decrease) in creditors | (47) | (792)
Corporation tax (paid) | (14) | (32)
Foreign exchange | 579 | 76
Interest received | 3 | 47
Interest paid | - | 475
Net cash generated from operating activities | 4,671 | 15,619
Cash flows from financing activities |  |
Repayment and advances of loans | (3,489) | (15,934)
Net cash used in financing activities | (3,489) | (15,934)
Net increase/(decrease) in cash and cash equivalents | 1,182 | (315)
Cash and cash equivalents at beginning of year | 601 | 916
Cash and cash equivalents at the end of year | 1,783 | 601
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 1,784 | 601
Bank overdrafts | (1) | -
| 1,783 | 601
The notes on pages 17 to 28 form part of these financial statements.
Page 15
MERA INTERNATIONAL LIMITED |  |
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 30 SEPTEMBER 2025
| At 1 October 2024 | Cash flows | At 30 September 2025
| $000 | $000 | $000
Cash at bank and in hand | 601 | 1,183 | 1,784
Bank overdrafts | - | (1) | (1)
Debt due within 1 year | (25,572) | 3,487 | (22,085)
Liquid investments | 2 | - | 2
| (24,969) | 4,669 | (20,300)
The notes on pages 17 to 28 form part of these financial statements.
Page 16
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Mera International Limited is a private company limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office can be found on the company information page. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. Monetary amounts in these financial statements are rounded to the nearest $'000 except where otherwise indicated. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis. The company has received a letter of support from the parent company, Lama Holdings Limited, to provide sufficient financial support to the company such that the company is able to operate as a going concern and to settle its liabilities as they fall due during the period ending 12 months after the date of approval of these financial statements. This financial support may include advancing further amounts to the company as required by the company and in respect of any existing intercompany and third party debts falling due within the period.
| 2.4 | Revenue
Revenue is earned on the sale of soft commodities and is measured at fair value of the consideration received, representing amounts receivable for commodities sold. Revenue is recognised when the risks and rewards of ownership of the goods passes to the customer in line with the terms outlined in the contract that governs each trade. All income received prior to the point at which risks and rewards passes is deferred and subsequently recognised when this criteria is met. The Parent Company revenue represents amounts receivable for the provision of services and is calculated as attributable costs plus a mark-up in accordance with the underlying agreements between the entities. Page 17
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | Financial instruments
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income. Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
| 2.10 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 18
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.12 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.13 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.14 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 19
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.15 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Trade debtors Management exercises judgement in assessing the recoverability of amounts due from trade debtors, including related party debts. This assessment is based on both historical and current information regarding the financial capacity of the customers, or related parties, to settle these debts. If it is determined that amounts will not be fully or partially recovered, the outstanding amount is impaired. Mark up allocation percentage Management exercises judgment in assessing the percentage of costs that are allocated to the mark up calculation. This assessment is based on management's knowledge of the proportion of time spent on UK based tasks.
4. | Turnover
The whole of the turnover is attributable to the sale of soft commodities. Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Rest of the world | 56,206 | 28,444
|  | 56,206 | 28,444
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Exchange differences | 850 | 59
| Other operating lease rentals | 22 | 22
Page 20
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor and its associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Fees payable to the Company's auditors for the audit of the Group's annual financial statements | 28 | 27
| Fees payable to the Company's auditors and their associates in respect of: |  |
| All other services | 7 | 7
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Wages and salaries | 210 | 529 | 126 | 451
| Social security costs | 11 | 49 | 11 | 49
| Cost of defined contribution scheme | 4 | 18 | 4 | 18
|  | 225 | 596 | 141 | 518
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Directors | 4 | 4 | 3 | 3
|  | Other employees | 6 | 7 | 1 | 2
|  |  | 10 | 11 | 4 | 5
Page 21
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Directors' emoluments | - | 76
| Group contributions to defined contribution pension schemes | - | 2
|  | - | 78
| During the year retirement benefits were accruing to no directors (2024 -1) in respect of defined contribution pension schemes.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Other interest receivable | 3 | 47
|  | 3 | 47
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Other interest payable | - | 475
|  | - | 475
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Corporation tax |  |
| Current tax on profits for the year | 26 | 21
| Adjustments in respect of previous periods | (5) | -
|  | 21 | 21
| Total current tax | 21 | 21
Page 22
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year and prior year is different to the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
| Loss on ordinary activities before tax | (92) | (1,391)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | (23) | (348)
| Effects of: |  |
| Adjustments to tax charge in respect of prior periods | (5) | -
| Differences on foreign tax rates | 49 | 369
| Total tax charge for the year | 21 | 21
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 23
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | $000
| Cost or valuation |
| At 1 October 2024 | 7
| At 30 September 2025 | 7
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Mera International India Private Limited | 5, Floor-10, Plot-207, Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai, Mumbai City, India | Ordinary | 100%
Page 24
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Amounts owed by group undertakings | - | - | - | 2,500
|  | - | - | - | 2,500
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Trade debtors | 12,205 | 19,129 | 12,181 | 19,130
| Amounts owed by group undertakings | 2,607 | 6 | 15,542 | 9,339
| Other debtors | 1,905 | 1,831 | 433 | 410
| Prepayments and accrued income | - | 3 | - | 3
| Financial instruments | 2 | 2 | 2 | 2
|  | 16,719 | 20,971 | 28,158 | 28,884
| Forward foreign currency contracts are valued using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.
14. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Cash at bank and in hand | 1,784 | 601 | 34 | 295
| Less: bank overdrafts | (1) | - | (1) | -
|  | 1,783 | 601 | 33 | 295
Page 25
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
15. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Bank overdrafts | 1 | - | 1 | -
| Trade creditors | - | 77 | - | 77
| Amounts owed to group undertakings | 22,083 | 25,572 | 22,085 | 25,572
| Other creditors | 95 | 65 | 9 | 9
| Accruals and deferred income | 50 | 50 | 50 | 50
|  | 22,229 | 25,764 | 22,145 | 25,708
| The amounts owed to group undertakings are unsecured and repayable on demand.
16. | Financial instruments
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 2 | 2 | 2 | 2
| Financial assets measured at fair value through profit or loss comprise of hedging contracts.
Page 26
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
17. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $000 | $000
|  | Allotted, called up and fully paid |  |
|  | 1,359,148 (2024 -1,359,148) Ordinary shares of $1.00 each | 1,359 | 1,359
18. | Reserves
Profit and loss account This reserve records retained earnings and accumulated losses.
19. | Contingent liabilities
During the year, the Group held a loan facility with Citibank Europe for which it is jointly and severally liable with Mera Enterprises DMCC and Mera Global Pte Ltd. The total facility limit aggregates to $20,000k (2024 - $20,000k) with tenure of 90 days at maximum. The facility has been drawn down by both Mera Enterprises DMCC and Mera Global Pte Limited and carries interest in the range of 5.95% to 6.41% per annum (2024 - 6.86% to 7.08% per annum). The borrowing is secured against a guarantee and indemnity provided by Mera International Limited (the Group). The total outstanding amount on this facility as at the reporting date including interest is $13,656k (2024 - $13,878k) .
20. | Commitments under operating leases
| At 30 September 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | $000 | $000 | $000 | $000
| Not later than 1 year | - | 25 | - | 2
| Later than 1 year and not later than 5 years | - | 13 | - | 2
|  | - | 38 | - | 4
| During the year the Group and the Company exited the lease for 8 Duncannon Street, Golden Cross House, London, WC2N 4JF. At the reporting date, the Group and the Company had no commitments under non-cancellable operating leases.
Page 27
MERA INTERNATIONAL LIMITED |  |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
21. | Related party transactions
| Lama Holdings Limited is the parent company of Mera International Limited and is incorporated in the Cayman Islands. O S Babaker and S S Babaker are directors and shareholders. GB Holding Private Limited is a shareholder of Mera International Limited. N Sahni is a director and shareholder. Saleh Abdul Aziz Babaker & Sons is a company in which O S Babaker and S S Babaker are directors. Naseel Holdings Limited is a company in which O S Babaker and S S Babaker are directors. Mera Enterprises DMCC is a fellow subsidiary of Lama Holdings Limited. At the balance sheet date, Mera International Limited owed $12,085k (2024 - owed $12,085k) to Lama Holdings Limited. At the balance sheet date, Mera International Limited owed $10,000k (2024 - owed $10,000k) to Naseel Holdings Limited. At the balance sheet date, Mera International was owed $103k (2024 - owed $78k) from Mera Global PTE. Mera International Limited recharged expenditure incurred during the year to Mera Enterprises DMCC at a mark up of 7.5% which amounted to $369k (2024 - $815k). At the year end date, the Mera International Limited was owed $2,607k from Mera Enterprises DMCC (2024 - Mera International Limited owed $3,487k to Mera Enterprises DMCC). During the year, Mera International India Private Limited made purchases of £5,262k (2024 - $NIL) from Mera Enterprises DMCC. The company holds facilities with related parties, see note 19 for details of these.
22. | Controlling party
The ultimate parent company is Lama Holdings Limited, a company registered in Cayman Islands. There is no one overall controlling party.
Page 28