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REGISTERED NUMBER: 11568885 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2025

for

Procura Inventory Management (UK)

Limited

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Contents of the Consolidated Financial Statements

for the Year Ended 31 December 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Statement of Profit or Loss | 9 |

Consolidated Statement of Profit or Loss and Other 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 |

Notes to the Consolidated Statement of Cash Flows | 16 |

Notes to the Consolidated Financial Statements | 17 |

Procura Inventory Management (UK)

Limited

Company Information

for the Year Ended 31 December 2025

| DIRECTORS: | R Puri

| J A Staddon

| REGISTERED OFFICE: | Ground Floor

| 123 Pall Mall

| London

| SW1Y 5EA

| REGISTERED NUMBER: | 11568885 (England and Wales)

| AUDITORS: | Zenith Audit Ltd

| Statutory Auditors

| Third Floor North

| Warwick House

| 65/66 Queen Street

| London

| EC4R 1EB

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Group Strategic Report

for the Year Ended 31 December 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

Procura Inventory Management (UK) Limited ("Procura") is the ultimate holding company to its group subsidiaries (Note - 12). The financial statements of Procura Inventory Management (UK) Limited combine the annual consolidated results of all subsidiaries. Procura is a private business, with the equity held exclusively by the senior management team.

REVIEW OF BUSINESS

The Procura Group's principal activity is acting as an inventory hub to purchase, store and make available strategically important inventory items (which can comprise raw materials, component parts, sub-assemblies and finished goods) to its corporate client base, to assist them in optimising their supply chains.

Highlights from the financial results are as below -

| 31.12.2025 |  | 31.12.24 |  |

| $'000 |  | $'000 |  |

Revenue |  | 9,872,652 |  | 6,858,376 |  |

Operating profit |  | 139,719 |  | 196,618 |  |

Net Profit |  | 2,319 |  | 1,841 |  |

Shareholders' funds |  | 4,641 |  | 3,338 |  |

A Dividend of $2,000,000 has been declared for distribution for 2025 (2024: Nil).

The Group does not currently utilise any material non-financial performance KPIs in assessing its performance or future prospects.

Procura has established itself as a leading provider of inventory management solutions for corporates and continues to develop its business reach and reputation with ever greater client access and product applications.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the Group relate to it being unable to sell the inventory it has acquired and suffering a diminution in value on such potentially obsolete stock, clients failing to pay for inventory items acquired and an inability to renew bank credit lines which are short-term (with typical tenors of one year or less) and uncommitted arrangements.

The risks are subject to regular review by the Directors to mitigate their impact on the Group.

Obsolete inventory risks are mitigated by Procura focusing on acquiring items that are strategically important to its client base, are typically held for short (six months or less) periods and have demonstrably liquid secondary markets or scrap values.

The risk of client payment failures is managed by seeking clients that have investment-grade credit ratings, with Procura generating sales invoices on a very regular (daily, weekly, or monthly) basis.

Finally, the risk of being unable to fund expiring credit lines is addressed by Procura having built deep-rooted relationships with a number of international banks that have extensive operating experience in the trade finance space and looking to work with a syndicate of banking partners on larger client transactions.

EMPLOYEES

The Company and the Group are committed to a policy of equal opportunities in employment by which they continue to ensure that all aspects of selection and retention are based on merit and suitability for the job without considerations of sex, marital status, nationality, colour, race, ethnicity, sexual orientation or any disability.

CUSTOMERS

Delivering the best possible service to customers is critical to sustaining and growing the business. Product offerings continue to be developed in order to provide additional functionality to improve the customer journey.

SUPPLIERS

The directors recognise the importance of building strong relationships with suppliers and have regular strategic and operational meetings with key suppliers to ensure alignment in objectives.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Group Strategic Report

for the Year Ended 31 December 2025

PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)

POLITICAL MATTERS

The Group could be affected by political instability or economic changes in the countries in which it operates. These could include changes to foreign trade or legislation that could affect the business environment and negatively impact the Group's business and financial performance. Procura is actively working with its clients to consider how best to address the business risks associated with the recent volatility of trade tariffs introduced in the US and the threat of counter-tariffs being announced by other nations. However, the Directors continue to view the longer-term political, social and economic environment within the key markets (in the US, Western Europe and Asia) favourably and remain optimistic about the conditions for business in these regions.

ON BEHALF OF THE BOARD:

R Puri - Director

30 April 2026

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Report of the Directors

for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

Procura Inventory Management (UK) Limited is the ultimate parent company of the Group and acts primarily as a holding company as of the reporting date. It continues to be a private business, with the equity held exclusively by the senior management team.

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of 186.3759 per share.

The total distribution of dividends for the year ended 31 December 2025 will be $ 2,000,000 .

FUTURE DEVELOPMENTS

Procura has established itself as a leading provider of inventory management solutions for corporates and continues to develop its business reach and reputation with ever greater client access and product applications.

EVENTS SINCE THE END OF THE YEAR

There are no post balance sheet events requiring disclosure in respect to the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

R Puri

J A Staddon

GOING CONCERN

After reviewing the company's forecasts and projections, and taking into account future trading performance, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. The directors therefore continue to adopt the going concern basis of accounting in preparing the annual financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state that the financial statements comply with UK-adopted international accounting standards;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Report of the Directors

for the Year Ended 31 December 2025

AUDITORS

The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R Puri - Director

30 April 2026

Report of the Independent Auditors to the Members of

Procura Inventory Management (UK)

Limited

Opinion

We have audited the financial statements of Procura Inventory Management (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion:

- 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 31 December 2025 and of the parent company and group's profit for the year then ended;

- the group and the parent company's financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

Procura Inventory Management (UK)

Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

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

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:

We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations.

We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to:

- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries;

- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period;

- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of

Procura Inventory Management (UK)

Limited

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Filip Lyapov (Senior Statutory Auditor)

for and on behalf of Zenith Audit Ltd

Statutory Auditors

Third Floor North

Warwick House

65/66 Queen Street

London

EC4R 1EB

30 April 2026

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Consolidated Statement of Profit or Loss

for the Year Ended 31 December 2025

| 31.12.25 |  | 31.12.24

| Notes | $'000 | $'000 |

CONTINUING OPERATIONS

Revenue | 4 | 9,872,652 |  | 6,858,376 |  |

Cost of sales | (9,659,716 | ) | (6,609,435 | ) |

GROSS PROFIT | 212,936 |  | 248,941 |  |

Other operating income | 247 |  | 6,142 |  |

Administrative expenses | (73,464 | ) | (58,465 | ) |

OPERATING PROFIT | 139,719 |  | 196,618 |  |

Finance costs | 6 | (139,132 | ) | (198,609 | ) |

Finance income | 6 | 3,509 |  | 5,148 |  |

PROFIT BEFORE INCOME TAX | 7 | 4,096 |  | 3,157 |  |

Income tax | 8 | (1,725 | ) | (1,316 | ) |

PROFIT FOR THE YEAR | 2,371 |  | 1,841 |  |

Profit attributable to:

Owners of the parent | 2,371 |  | 1,841 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the Year Ended 31 December 2025

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

PROFIT FOR THE YEAR | 2,371 |  | 1,841 |  |

OTHER COMPREHENSIVE INCOME |

Item that will not be reclassified to profit or loss:

Reserves on retranslation | (52 | ) | (7 | ) |

Income tax relating to item that will not be reclassified to profit or loss | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | (52 | ) | (7 | ) |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 2,319 |  | 1,834 |  |

Total comprehensive income attributable to:

Owners of the parent | 2,319 |  | 1,834 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Consolidated Statement of Financial Position

31 December 2025

| 31.12.25 |  | 31.12.24

| Notes | $'000 | $'000 |

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment | 11 | 194 |  | 107 |  |

Investments | 12 | - |  | - |  |

Loans and other financial assets | 13 | 1 |  | 1 |  |

Trade and other receivables | 15 | 108 |  | 108 |  |

303 |  | 216 |  |

CURRENT ASSETS

Inventories | 14 | 2,263,102 |  | 2,759,125 |  |

Trade and other receivables | 15 | 1,585,890 |  | 1,243,861 |  |

Cash and cash equivalents | 16 | 85,090 |  | 148,199 |  |

3,934,082 |  | 4,151,185 |  |

TOTAL ASSETS | 3,934,385 |  | 4,151,401 |  |

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital | 17 | 1 |  | 1 |  |

Share premium | 18 | 1,225 |  | 241 |  |

Legal reserve | 18 | 3 |  | 3 |  |

Capital contribution | 18 | 528 |  | 528 |  |

Reserve on retranslation | 18 | (50 | ) | 2 |  |

Retained earnings | 18 | 2,934 |  | 2,563 |  |

TOTAL EQUITY | 4,641 |  | 3,338 |  |

LIABILITIES

CURRENT LIABILITIES

Trade and other payables | 19 | 1,474,329 |  | 983,544 |  |

Financial liabilities - borrowings |

| Interest bearing loans and borrowings | 20 | 2,455,429 |  | 3,164,608 |  |

Tax payable | (14 | ) | (89 | ) |

3,929,744 |  | 4,148,063 |  |

TOTAL LIABILITIES | 3,929,744 |  | 4,148,063 |  |

TOTAL EQUITY AND LIABILITIES | 3,934,385 |  | 4,151,401 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2026 and were signed on its behalf by:

R Puri - Director

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Company Statement of Financial Position

31 December 2025

| 31.12.25 |  | 31.12.24

| Notes | $'000 | $'000 |

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment | 11 | - |  | - |  |

Investments | 12 | 342 |  | 342 |  |

Loans and other financial assets | 13 | - |  | - |  |

342 |  | 342 |  |

CURRENT ASSETS

Trade and other receivables | 15 | 4,171 |  | 4,111 |  |

Cash and cash equivalents | 16 | 1,032 |  | 541 |  |

5,203 |  | 4,652 |  |

TOTAL ASSETS | 5,545 |  | 4,994 |  |

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital | 17 | 1 |  | 1 |  |

Share premium | 18 | 1,225 |  | 241 |  |

Capital contribution | 18 | 528 |  | 528 |  |

Reserve on retranslation | 18 | 6 |  | 6 |  |

Retained earnings | 18 | 258 |  | 158 |  |

TOTAL EQUITY | 2,018 |  | 934 |  |

LIABILITIES

CURRENT LIABILITIES

Trade and other payables | 19 | 3,485 |  | 4,060 |  |

Tax payable | 42 |  | - |  |

3,527 |  | 4,060 |  |

TOTAL LIABILITIES | 3,527 |  | 4,060 |  |

TOTAL EQUITY AND LIABILITIES | 5,545 |  | 4,994 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 6 May 2026 and were signed on its behalf by:

R Puri - Director

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

$'000 | $'000 | $'000 |

Balance at 1 January 2024 | 1 |  | 722 |  | - |  |

Changes in equity

Issue of share capital | - |  | - |  | 241 |  |

Total comprehensive income | - |  | 1,841 |  | - |  |

Balance at 31 December 2024 | 1 |  | 2,563 |  | 241 |  |

Changes in equity

Issue of share capital | - |  | - |  | 984 |  |

Dividends | - |  | (2,000 | ) | - |  |

Total comprehensive income | - |  | 2,371 |  | - |  |

Balance at 31 December 2025 | 1 |  | 2,934 |  | 1,225 |  |

| Reserve |

| Legal |  | Capital |  | on |  | Total

| reserve |  | contribution |  | retranslation |  | equity

$'000 | $'000 | $'000 | $'000 |

Balance at 1 January 2024 | 3 |  | 528 |  | 9 |  | 1,263 |  |

Changes in equity

Issue of share capital | - |  | - |  | - |  | 241 |  |

Total comprehensive income | - |  | - |  | (7 | ) | 1,834 |  |

Balance at 31 December 2024 | 3 |  | 528 |  | 2 |  | 3,338 |  |

Changes in equity

Issue of share capital | - |  | - |  | - |  | 984 |  |

Dividends | - |  | - |  | - |  | (2,000 | ) |

Total comprehensive income | - |  | - |  | (52 | ) | 2,319 |  |

Balance at 31 December 2025 | 3 |  | 528 |  | (50 | ) | 4,641 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Company Statement of Changes in Equity

for the Year Ended 31 December 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

$'000 | $'000 | $'000 |

Balance at 1 January 2024 | 1 |  | 1 |  | - |  |

Changes in equity

Issue of share capital | - |  | - |  | 241 |  |

Total comprehensive income | - |  | 157 |  | - |  |

Balance at 31 December 2024 | 1 |  | 158 |  | 241 |  |

Changes in equity

Issue of share capital | - |  | - |  | 984 |  |

Dividends | - |  | (2,000 | ) | - |  |

Total comprehensive income | - |  | 2,100 |  | - |  |

Balance at 31 December 2025 | 1 |  | 258 |  | 1,225 |  |

| Reserve |

| Capital |  | on |  | Total

| contribution |  | retranslation |  | equity

$'000 | $'000 | $'000 |

Balance at 1 January 2024 | 528 |  | 6 |  | 536 |  |

Changes in equity

Issue of share capital | - |  | - |  | 241 |  |

Total comprehensive income | - |  | - |  | 157 |  |

Balance at 31 December 2024 | 528 |  | 6 |  | 934 |  |

Changes in equity

Issue of share capital | - |  | - |  | 984 |  |

Dividends | - |  | - |  | (2,000 | ) |

Total comprehensive income | - |  | - |  | 2,100 |  |

Balance at 31 December 2025 | 528 |  | 6 |  | 2,018 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2025

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

Cash flows from operating activities

Cash generated from operations | 1 | 784,567 |  | (674,355 | ) |

Tax paid | (1,736 | ) | (1,317 | ) |

Net cash from operating activities | 782,831 |  | (675,672 | ) |

Cash flows from investing activities

Purchase of tangible fixed assets | (98 | ) | (7 | ) |

Interest received | 3,509 |  | 5,148 |  |

Dividends received | - |  | (1 | ) |

Net cash from investing activities | 3,411 |  | 5,140 |  |

Cash flows from financing activities

Proceeds from loans and borrowings | 335,042 |  | 6,850,178 |  |

Repayment of loans and | (1,044,204 | ) | (5,855,168 | ) |

Interest paid on loans and borrowings | (139,132 | ) | (198,609 | ) |

Share issue | 984 |  | - |  |

Equity dividends paid | (2,000 | ) | - |  |

Net cash from financing activities | (849,310 | ) | 796,401 |  |

(Decrease)/increase in cash and cash equivalents | (63,068 | ) | 125,869 |  |

Cash and cash equivalents at beginning of year | 2 | 148,199 |  | 22,337 |  |

Effect of foreign exchange rate changes | (40 | ) | (7 | ) |

Cash and cash equivalents at end of year | 2 | 85,090 |  | 148,199 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Statement of Cash Flows

for the Year Ended 31 December 2025

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

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Profit before income tax | 4,096 |  | 3,157 |  |

| Depreciation charges | 11 |  | 2 |  |

| Finance costs | 139,132 |  | 198,609 |  |

| Finance income | (3,509 | ) | (5,148 | ) |

139,730 |  | 196,620 |  |

| Decrease/(increase) in inventories | 496,023 |  | (256,120 | ) |

| Increase in trade and other receivables | (342,717 | ) | (729,475 | ) |

| Increase in trade and other payables | 491,531 |  | 114,620 |  |

| Cash generated from operations | 784,567 |  | (674,355 | ) |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31 December 2025

| 31.12.25 |  | 1.1.25

$'000 | $'000 |

| Cash and cash equivalents | 85,090 |  | 148,199 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

$'000 | $'000 |

| Cash and cash equivalents | 148,199 |  | 22,337 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2025

1. | STATUTORY INFORMATION

| Procura Inventory Management (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. | ACCOUNTING POLICIES

| Basis of preparation

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

| The financial statements have been prepared in US Dollars which is also the Company's functional currency.

| Amounts are rounded to the nearest thousand, unless otherwise stated.

| The preparation of financial statements in compliance with UK-adopted international accounting standards requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effect are disclosed in note 3.

| After reviewing the forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

| Basis of consolidation

| The consolidated financial statements incorporate the results of Procura Inventory Management (UK) Limited and its subsidiary undertakings as at 31 December 2025 using the acquisition method of accounting. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

| The cost of an acquisition is measured as the fair value of the assets plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

| The excess of the cost of acquisition over the fair value of the group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities is recorded as Goodwill. If the cost of acquisition is less than the fair value of the group's share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

| Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated, but only to the extent that there is no evidence of impairment. Accounting policies of the subsidiaries have been updated where necessary to ensure consistency with the policies adopted by the Group.

| Procura Inventory Management (UK) Limited has acquired all the subsidiaries with 100% control and hence there is no non-controlling interest at the balance sheet date.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Revenue recognition

| The Group considers a contract with a customer to exist when there is approval and commitment from the Group and the customer, the rights of the parties and payment terms are identified, the contract has commercial substance, and the collectability of consideration is probable. The Group also considers whether two or more contracts entered into with the same customers should be combined and accounted for as a single contract.

| Contracts may be modified to change the scope, price, specifications, or other terms within the existing arrangement. Contract modifications are evaluated by management to determine whether the modifications should be accounted for as part of the original performance obligation(s) or as a separate contract. If the modification adds distinct goods or services and increases the contract value proportionate to the stand-alone selling price of the additional goods or services, it will be accounted for as a separate contract.

| A performance obligation, a unit of account, is a promise in a contract to transfer a distinct good or service to the customer. The Group evaluates promised goods and services in contracts with the customer to determine whether each promise represents the transfer of distinct goods or services. Multiple promised goods or services can represent a single performance obligation due to the promised goods or services being integrated into a combined or highly interrelated outputs. This evaluation requires significant judgment. The majority of the Group's contracts have a single performance obligation of delivering items in accordance with a customer purchase order.

| The Group allocates the transaction price of a contract between the performance obligations in the proportion to their respective stand-alone selling price. Generally, the Group estimates the stand-alone selling price of performance obligations based on an expected cost-plus margin approach.

| The Group recognizes revenue for each performance obligation identified within customer contracts when, or as, the performance obligation is satisfied. Revenue may either be recognized over time, or at a point in time. The Group primarily recognizes revenue at a point in time for the transfer of the ownership of goods. The point in time when the goods leave the warehouse is when the control passes to the customer and when the revenue is recognized. Availability fees are recorded on a weekly basis based on the terms and conditions of the underlying customer supply agreement. During 2025, the Group recognized all revenue at a point in time.

| Trade receivables are stated at amounts expected to be realized in future periods. Contract assets pertain to the sales made during the last two days of the financial period that are pending invoicing by the Group. Progress billings in excess of related revenue are reflected as accrued liabilities.

| The transaction price for contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders or modifications.

| Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Group or its customers may initiate change orders.

| The Group includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Various method, inputs, and assumptions are used to assess the variable consideration.

| Interest income

| Interest income is recognised in profit or loss using the effective interest method.

| 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.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Borrowing costs

| All borrowing costs are recognised in profit or loss in the year in which they are incurred.

| Cash and cash equivalents

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

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

| 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.

| 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.

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

| Depreciation is provided on the following basis:

| Buildings and other constructions - 50 years

| Inventories

| Inventories are initially recognised at cost, and subsequently stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventory to their present location and condition. Cost is calculated using the weighted average cost method. Net realizable value represents the estimated selling price less all estimated costs of completion.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

| The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.

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

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

| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

| - Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Foreign currencies

| The group's financial statements are presented in US Dollars ($), which is also the parent group's functional currency. For each entity, the group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

| Transactions and balances

| Transactions in foreign currencies are initially recorded by the group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

| Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rates of exchange prevailing at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

| Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

| On consolidation, the assets and liabilities of foreign operations are translated into US Dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in Other Comprehensive Income (OCI). On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.

| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

| The Group's policies for its major classes of financial assets and financial liabilities are set out below.

| Financial assets

| Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of. the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

| Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

| Financial liabilities

| Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow Group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

| Impairment of financial assets

| Financial assets 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 profit and loss account.

| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date.

| For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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

| Derecognition of financial assets and financial liabilities

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

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

| Offsetting of financial assets and financial liabilities

| Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| New standards and interpretations

| The following new standards or amendments to existing standards were adopted as endorsed by the UK Endorsement Board (UKEB) with effective date 1 January 2025 for the first time but had no material impact on the financial statements.

| - Lack of exchangeability (Amendments to IAS1)

| Future accounting developments

| The following accounting standards have been issued by the IASB and endorsed by the UKEB but are not yet effective.

| - Classification and Measurement of Financial Instruments (Amendments to IFRS9 and IFRS7

| - Annual Improvements to IFRS Accounting Standards- Volume 11

| - Power Purchase Agreements (Amendments to IFRS 9 and IFRS 7)

| The Company is currently assessing the impact of these amendments, however the impact to the Group financial reporting is not expected to be material.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| In applying the Group's accounting policies, which are described in Note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts 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 recognized 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.

| Calculation of Loss Allowance

| When measuring expected credit losses ("ECL") the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

| Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectation of future conditions.

| Impairment of trade debtors and loans receivable

| The group reviews trade debtor balances for impairment and this is performed on a regular basis. Those balances which are considered to be recoverable remain in trade debtors and those which are not, are impaired and the impairment loss is recorded in the profit or loss. In making this judgment, the Group evaluates, among other factors, the duration and the financial health of and short-term business outlook for the trade debtors, including factors such as industry and sector performance. The accounting policy of trade debtors is described in note 2. At the year end the carrying amount of trade debtors is stated in note 15.

| Impairment of investments in subsidiary undertakings and associated debtor balances

| Management reviews the carrying value of the investment in subsidiary undertakings and joint ventures for impairment every year. Judgement is used in assessing whether there has been a trigger event showing a potential decline in the value of the investment. These may include evidence of financial difficulty or significance in underperformance against expectations, or potential restrictions in its local market. If such a trigger is identified, a review for impairment is conducted, with the recoverable amount of the asset being determined based on value-in-use calculations using approved forecasts/budget at the period end date and discounted using the weighted average cost of capital. The future forecasts are inherently judgmental, and the key sensitivity includes achieving the growth rates for a particular region or branch and relevant to the specific market. A change in these assumptions will impact the future forecasts and management's assessment of the profitability of each entity. Intercompany receivables are also reviewed for impairments. The surplus of the net asset investment over the value-in-use calculation is compared to the outstanding receivable and a provision is made for any shortfall.

| Principal vs agent in accordance with IFRS 15

| Management applies judgment to determine whether it acts as a principal or agent in its activity of inventory management. The following steps are being followed: 1) identification of the contract; 2) identification of the separate performance obligations; 2) determination of the transaction price; 4) allocation of the transaction price to the performance obligations; 5) recognition of revenue when each performance obligation is satisfied. The assessment is focussed on the Group's primary responsibility to fulfil the obligation to provide the specified goods to the customers; the Group's control over the goods and the bearing of the inventory risk; the Group's discretion in establishing the price for the specified goods. Based on this analysis management judgment is that the Group acts as a principal and revenue should be presented on gross basis.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

4. | REVENUE

| Turnover

| The turnover and profit before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

|  | 31.12.25 |  | 31.12.24 |  |

|  | $ '000 |  | $ '000 |  |

| North America |  | 9,546,190 |  | 6,593,978 |  |

| Europe |  | 326,462 |  | 264,398 |  |

|  | ======== |  | ======== |  |

|  | 9,872,652 |  | 6,858,376 |  |

| An analysis of turnover by class of business is given below:

|  | 31.12.25 |  | 31.12.24 |  |

|  | $ '000 |  | $ '000 |  |

| Inventory Sales |  | 9,739,660 |  | 6,665,622 |  |

| Fee income |  | 132,992 |  | 192,754 |  |

|  | ======== |  | ======== |  |

|  | 9,872,652 |  | 6,858,376 |  |

5. | EMPLOYEES AND DIRECTORS

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Wages and salaries | 7,377 |  | 4,482 |  |

| Social security costs | 546 |  | 459 |  |

| Other pension costs | 18 |  | 7 |  |

7,941 |  | 4,948 |  |

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

| 31.12.25 |  | 31.12.24

| Administrative employees | 14 |  | 4 |  |

|  | 31.12.25 |  | 31.12.24 |  |

|  | $'000 |  | $'000 |  |

| Directors' remuneration |  | 3,262 |  | 3,193 |  |

| Information regarding the highest paid director is as follows: |  |

|  | 31.12.25 |  | 31.12.24 |  |

|  | $'000 |  | $'000 |  |

| Emoluments etc |  | 1,759 |  | 1,680 |  |

6. | NET FINANCE COSTS

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Finance income:

| Interest income | 3,509 |  | 5,148 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

6. | NET FINANCE COSTS - continued

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Finance costs:

| Bank interest | 139,132 |  | 198,609 |  |

| Net finance costs | 135,623 |  | 193,461 |  |

7. | PROFIT BEFORE INCOME TAX

| The profit before income tax is stated after charging:

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Cost of inventories recognised as expense | 9,659,716 |  | 6,609,435 |  |

| Depreciation - owned assets | 11 |  | 2 |  |

| Foreign exchange differences | 57 |  | 72 |  |

| Auditors' remuneration | 38 |  | 38 |  |

8. | INCOME TAX

| Analysis of tax expense

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Current tax:

| Tax | 42 |  | - |  |

| Adjustment in respect of prior

| years | - |  | 90 |  |

| Foreign tax | 1,683 |  | 1,226 |  |

| Total tax expense in consolidated statement of profit or loss | 1,725 |  | 1,316 |  |

9. | PROFIT OF PARENT COMPANY

| As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. The parent company's profit for the financial year was $2,100k (2024 - $157k).

10. | DIVIDENDS

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Ordinary shares of $0.1 each

| Final | 2,000 |  | - |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

11. | PROPERTY, PLANT AND EQUIPMENT

| Group

| Fixtures |

| Freehold |  | and |

| property |  | fittings |  | Totals

$'000 | $'000 | $'000 |

| COST

| At 1 January 2025 | 106 |  | 7 |  | 113 |  |

| Additions | - |  | 98 |  | 98 |  |

| At 31 December 2025 | 106 |  | 105 |  | 211 |  |

| DEPRECIATION

| At 1 January 2025 | 6 |  | - |  | 6 |  |

| Charge for year | 1 |  | 10 |  | 11 |  |

| At 31 December 2025 | 7 |  | 10 |  | 17 |  |

| NET BOOK VALUE

| At 31 December 2025 | 99 |  | 95 |  | 194 |  |

| At 31 December 2024 | 100 |  | 7 |  | 107 |  |

12. | INVESTMENTS

| Company

| Shares in

| group

| undertakings

$'000 |

| COST

| At 1 January 2025

| and 31 December 2025 | 342 |  |

| NET BOOK VALUE

| At 31 December 2025 | 342 |  |

| At 31 December 2024 | 342 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

12. | INVESTMENTS - continued

| The following were subsidiary undertakings of the Company:

| Name |  | Registered office |  | Class ofshares |  | Principal activity |  | Holdings |

| Direct holdings |  |

| PIM Holdings North America LLC |  | USA |  | Ordinary |  | Intermediary holding |  | 100% |

| Primus Inventory Management Limited |  | UK |  | Ordinary |  | Inventory management |  | 100% |

| Procura Inventory Management Portugal Lda |  | Portugal |  | Ordinary |  | Inventory management |  | 100% |

| Procura Services Germany GmbH |  | Germany |  | Ordinary |  | Group service company |  | 100% |

| Procura Inventory Management (Deutschland) GmbH |  | Germany |  | Ordinary |  | Inventory management |  | 100% |

| Indirect holdings |  |

| Procura Juniper LLC |  | USA |  | Ordinary |  | Intermediary holding |  | 100% |

| Procura Bluebird LLC |  | USA |  | Ordinary |  | Intermediary holding |  | 100% |

| Procura Aeroparts Company LLC |  | USA |  | Ordinary |  | Inventory management |  | 100% |

| Procura AI Supplies LLC |  | USA |  | Ordinary |  | Inventory management |  | 100% |

| Procura Avan Renewables LLC |  | USA |  | Ordinary |  | Inventory management |  | 100% |

13. | LOANS AND OTHER FINANCIAL ASSETS |

| 31.12.25 |  | 31.12.24

$'000 | $'000 |

| Other fixed assets | 1 |  | 1 |  |

14. | INVENTORIES

|  | 31.12.25 |  | 31.12.24 |  |

|  | $'000 |  | $'000 |  |

| Work-in-progress |  | 5,230 |  | 621 |  |

| Finished goods |  | 2,257,872 |  | 2,758,504 |  |

|  | 2,263,102 |  | 2,759,125 |  |

| The values of individual items of inventory are determined using weighted average costs. Volume rebates or discounts are taken into account when estimating the cost of inventory if it is probable that they have been earned and will take effect.

| Work in progress and finished goods are stated at the lower of cost and net realizable value. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs.

| The cost of inventories recognized as an expense during the year in respect of operations was $9,659,716k (2024: $6,609,435k).

| All inventories have been pledged as security for certain of the Group’s finance arrangements.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

15. | TRADE AND OTHER RECEIVABLES

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

$'000 | $'000 | $'000 | $'000 |

| Current: |

| Trade debtors | 1,390,335 |  | 1,154,586 |  | - |  | - |  |

| Amount owed by related parties | - |  | - |  | 4,063 |  | 349 |  |

| Other debtors | 21,954 |  | 12,747 |  | 6 |  | 8 |  |

| VAT | 60,185 |  | 15,552 |  | 9 |  | 1 |  |

| Prepayments and accrued income | 113,416 |  | 60,976 |  | 93 |  | 3,753 |  |

1,585,890 |  | 1,243,861 |  | 4,171 |  | 4,111 |  |

| Non-current:

| Other debtors | 108 |  | 108 |  | - |  | - |  |

| Aggregate amounts | 1,585,998 |  | 1,243,969 |  | 4,171 |  | 4,111 |  |

| Group

| The material trade receivable balances are as below:

|  | 31.12.25 |  | 31.12.24 |

|  | $'000 |  | $'000 |  |

| Western Europe |  | 78,083 |  | 59,583 |  |

| North America |  | 1,312,252 |  | 1,095,003 |  |

| The average credit period on sales of goods is 60 days. No interest is charged on outstanding trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The Group has recognized no loss because historical experience has indicated that these receivables are generally all recoverable.

| Trade receivables of $1,390,335k (2024: $1,154,586k) have been pledged as security for certain of the Group’s finance arrangements.

16. | CASH AND CASH EQUIVALENTS

|  | Group |  | Company |  |

|  | 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |  |

|  | $'000 |  | $'000 |  | $'000 |  | $'000 |  |

| Cash and cash equivalents in USD |  | 75,489 |  | 146,985 |  | - |  | - |  |

| Cash and cash equivalents in EUR |  | 9,571 |  | 1,190 |  | 1,032 |  | 541 |  |

| Cash and cash equivalents in GBP |  | 30 |  | 24 |  | - |  | - |  |

|  | ======= |  | ====== |  | ====== |  | ====== |  |

|  | 85,090 |  | 148,199 |  | 1,032 |  | 541 |  |

| Above USD cash balance includes a $10,052k (2024: $10,073k) performance guarantee deposit posted by a customer.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: |  | Class: |  | Nominal value: |  | 31.12.25 |  |

| $'000 |  |

| 10,731 |  | Ordinary |  | £0.1 |  | 1 |  |

| Number: |  | Class: |  | Nominal value: |  | 31.12.24 |  |

| $'000 |  |

| 10,356 |  | Ordinary |  | £0.1 |  | 1 |  |

18. | RESERVES

| Group

| Retained |  | Share |  | Legal

| earnings |  | premium |  | reserve

$'000 | $'000 | $'000 |

| At 1 January 2025 | 2,563 |  | 241 |  | 3 |  |

| Profit for the year | 2,371 |  |

| Dividends | (2,000 | ) |

| Cash share issue | - |  | 984 |  | - |  |

| At 31 December 2025 | 2,934 |  | 1,225 |  | 3 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

18. | RESERVES - continued

| Group

| Reserve |

| Capital |  | on |

| contribution |  | retranslation |  | Totals

$'000 | $'000 | $'000 |

| At 1 January 2025 | 528 |  | 2 |  | 3,337 |  |

| Profit for the year | 2,371 |  |

| Dividends | (2,000 | ) |

| Cash share issue | - |  | - |  | 984 |  |

| CY reserve on retranslation | - |  | (52 | ) | (52 | ) |

| At 31 December 2025 | 528 |  | (50 | ) | 4,640 |  |

| Company

| Reserve |

| Retained |  | Share |  | Capital |  | on |

| earnings |  | premium |  | contribution |  | retranslation |  | Totals

$'000 | $'000 | $'000 | $'000 | $'000 |

| At 1 January 2025 | 158 |  | 241 |  | 528 |  | 6 |  | 933 |  |

| Profit for the year | 2,100 |  | 2,100 |  |

| Dividends | (2,000 | ) | (2,000 | ) |

| Cash share issue | - |  | 984 |  | - |  | - |  | 984 |  |

| At 31 December 2025 | 258 |  | 1,225 |  | 528 |  | 6 |  | 2,017 |  |

| The share premium reserve represents the excess amount shareholders pay for the shares above their par value. The share premium reserve is a non-distributable equity reserve.

| Capital contribution amount is recorded as its historical cost. The resources of this voluntary fund shall not be refundable, nor shall be made in return for the issue of capital or in return for any other contribution due (monetary or in-kind).

| The foreign exchange translation reserve comprises all currency exchange differences arising from the translation of the financial statements of non-US dollar denominated operations into the presentational currency of the Group.

| The legal reserve is created in accordance with legislative requirements of Portugal. This reserve is not distributable except in the event of the Company's liquidation.

19. | TRADE AND OTHER PAYABLES

| Group |  | Company |

| 31.12.25 |  | 31.12.24 |  | 31.12.25 |  | 31.12.24 |

$'000 | $'000 | $'000 | $'000 |

| Current: |

| Trade creditors | 1,317,681 |  | 939,254 |  | 88 |  | 116 |  |

| Social security and other taxes | 16 |  | 283 |  | 9 |  | 283 |  |

| Other creditors | 12,559 |  | 4,180 |  | 2,000 |  | - |  |

| Customer deposit received | 10,052 |  | 10,073 |  | - |  | - |  |

| Accruals and deferred income | 134,021 |  | 29,754 |  | 1,388 |  | 3,661 |  |

1,474,329 |  | 983,544 |  | 3,485 |  | 4,060 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

19. | TRADE AND OTHER PAYABLES - continued

| Trade payables are unsecured and are usually paid within 0-60 days of recognition. Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

20. | FINANCIAL LIABILITIES - BORROWINGS |

| Group |

| 31.12.25 |  | 31.12.24 |

$'000 | $'000 |

| Current:

| Interest bearing loans and

| borrowings | 2,455,429 |  | 3,164,608 |  |

2,455,429 |  | 3,164,608 |  |

| Terms and debt repayment schedule

| Group

| 1 year or

| less

$'000 |

| Interest bearing loans and

| borrowings | 2,455,429 |  |

2,455,429 |  |

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

20. | FINANCIAL LIABILITIES - BORROWINGS - continued

| The carrying amounts of borrowings are as below:

|  | 31.12.25 | 31.12.24 |

| $'000 | $'000 |  |

| Credit facility from JP Morgan Chase Bank, N.A. - London Branch |  | 49,595 | 51,677 |

| Credit facility from a syndicate of lending banks, led by JP Morgan Chase Bank, N.A. |  | 2,346,206 | 3,058,718 |

| Receivables Purchasing Programme with Landesbank Hessen-Thüringen Girozentrale ("Helaba") |  | 59,628 | 54,213 |

| Total |  | 2,455,429 | 3,164,608 |

| Credit facility from JP Morgan Chase Bank, N.A. - London Branch

| Bank loans and overdraft includes credit facility availed from bank at an interest rate of EURIBOR plus margin. Loan is repayable not later than either the maximum tenor or the maturity date which is within 1 year from balance sheet date.

| The bank loan is secured by a first-ranking security interest over all assets and contractual rights of the Procura borrowing entity. In addition, the shares of this entity are pledged by its parent to the bank.

| Credit facility from a syndicate of lending banks, led by JP Morgan Chase Bank, N.A., as Administrative Agent

| The bank loans and overdraft figure includes a senior secured uncommitted credit facility of U.S. $4.00 billion with a syndicate of eleven banks led by JPMorgan Chase Bank, N.A. The relevant group company has pledged all of its assets as security for its debt obligations. The facility was renewed during the year and the amended maturity date is November 12, 2026, unless it is extended prior to that date. Following the renewal, the group company apportions its total borrowed amount between daily repayment and weekly term loans and interest is paid based the Daily SOFR or 1-week interpolated SOFR, as applicable, plus a margin over the base rate. At December 31, 2025 and 2024, the aggregate principal drawn was $2.345 billion, and $3.056 billion, respectively.

| Receivables Purchasing Programme with Landesbank Hessen-Thüringen Girozentrale ("Helaba")

| The bank loans and overdraft figure includes a Framework Receivables Purchasing Programme with Helaba under which the relevant group company assigns and sells its receivables to Helaba. The group company's liabilities to the bank are secured by first-ranking security interests over all assets, bank accounts and contractual rights as well as a corresponding share pledge issued by the parent of the company to the bank.

| All financial covenants pursuant to the agreements for the secured bank loans have been complied with in 2025.

21. | CONTINGENT LIABILITIES

| As at the reporting date there are no contingent liabilities for the Group. A contingent liability is a potential liability that may occur in the future, such as pending lawsuits or honouring product warranties.

22. | RELATED PARTY DISCLOSURES

| There were no related party balances to disclose as at December 31, 2025 (2024: Nil).

23. | AUDITOR LIABILITY LIMITATION AGREEMENT

| An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 December 2025. The principal terms and conditions are as below:

| - The agreement limit's the amount of any liability owed to the Group by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Group's accounts and pursuant to this agreement the auditor may be guilty in relation to the Group.

| - The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.

24. | EVENTS AFTER THE REPORTING PERIOD

| There are no post balance sheet events requiring disclosure in respect to the year ended 31 December 2025.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

25. | ULTIMATE CONTROLLING PARTY

| There is no single ultimate controlling party.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

26. | FINANCIAL RISK MANAGEMENT

| The Group's principal financial instruments comprise of cash and cash equivalents, trade and other receivables, borrowings, trade accounts payable and accruals. The Company manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, cash and cash equivalents and equity, comprising capital and retained earnings. There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

| The Group is exposed to market risk, credit risk, currency risk, interest rate and liquidity risk.

| Market risk

| Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. Financial instruments affected by market risk include loans and borrowings, deposits and debt and equity investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

| Credit risk

| Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers.

| The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:

| Group |  | 31.12.25 | 31.12.24 |

| $'000 | $'000 |  |

| Cash and cash equivalent |  | 85,090 | 148,199 |

| Trade and other receivables |  | 1,412,289 | 1,167,333 |

| Company |  |

| Cash and cash equivalent |  | 1,032 | 541 |

| Trade receivables |  | 4,069 | 357 |

| The major Trade and other receivables amount are considered to be fully recoverable by the management.

| The Group has a policy of depositing surplus cash balances with reputable banks. The purpose of such policy is to secure interest on deposits and at the same time maintain targeted liquidity level.

| Interest risk

| The Group is exposed to interest rate risk on its Credit Facility (see Note 20). However, the Group has strategically positioned its revenue pricing to consider interest rate on borrowings which helps neutralise the group being exposed to interest rate risk. The Group evaluates the movement in the interest rate on a weekly basis and is calculating the interest expense in accordance with the bank loan requirements.

| Currency risk

| Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

| The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currency of Group entities, which is the British pound sterling (GBP) and Euros (EUR). The currencies in which these transactions primarily are denominated are US dollars (USD). Thus, the Group is exposed to risk that changes in exchange rates shall affect both the revenue and financial position.

| The management does not have formal arrangements to mitigate the currency risk levels of the Group's operations. However, on an entity level, each group company is issuing invoices or obtaining borrowings in functional currency to minimise the exposure. Payments are also made in functional currencies applicable to each entity.

| Liquidity risk

| Liquidity risk is the risk that the Group will encounter difficulty in either realizing assets or otherwise raising sufficient funds to meet its financial liabilities and tax liabilities. The Group does not believe it is exposed to significant liquidity risk.

Procura Inventory Management (UK)

Limited (Registered number: 11568885)

Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2025

| Capital risk management

| The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.