These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Agora (Europe) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 14 St George Street, London, UK, W1S 1FE.

The reporting period exceeds twelve months. The company was incorporated on 22 August 2024, and the extended period has been adopted to align the reporting date with that of the wider group. As this is the company’s first reporting period, no comparative figures are presented.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The Directors, together with senior management, have assessed the company’s ability to continue as a going concern. This assessment has considered the company’s current financial position, forecast cash requirements and relevant developments for the twelve‑month period from the date of approval of these financial statements.true

The company is in a pre‑revenue phase and incurred a loss in its first period of account. As a result, it has been dependent on external funding to meet its day‑to‑day working capital requirements. During the period and subsequently, this funding has been provided by the company’s parent undertaking, Trafigura Pte. Limited.

Subsequent to the period end, the company has been in the final stages of an acquisition by an external third party. The prospective acquirer is aware of the company’s financial position, current cash flow dependency and funding requirements. However, at the date of approval of these financial statements, neither Trafigura Pte. Limited nor the prospective acquirer has formally committed to provide financial support to the company for at least twelve months from the date of approval.

The convertible loan note of £2,365,162 owed to Trafigura Pte. Limited at the period end is expected to be settled as part of the acquisition process.

While the acquisition process is at an advanced stage, the Directors do not currently have visibility over the future plans or strategic intentions of the new shareholder, and accordingly the company’s future operations and funding structure beyond the acquisition remain uncertain.

These matters indicate the existence of a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. Notwithstanding this uncertainty, the Directors consider it appropriate to prepare the financial statements on a going concern basis, on the grounds that they have a reasonable expectation that the company will have access to adequate resources to continue in operational existence for the foreseeable future.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

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 company after deducting all of its liabilities.

Basic financial liabilities, including 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. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Convertible loan notes are classified separately as financial liabilities, recorded on an amortised cost basis using the effective interest method until extinguished at the instrument's maturity date, as the conversion feature does not meet the definition of equity.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

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

The carrying value of the intangible asset is based on the purchase price and directly attributable enhancement costs, with judgment applied in determining the useful economic life, assessing which costs are capitalised and considering potential impairment indicators.

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

The convertible loan notes were issued in two tranches.

In January 2025, convertible loan notes of up to $1,000,000 were issued, followed by a further issuance of up to $2,000,000 in April 2025. Interest accrues on the principal at a rate of 2.2% plus Term SOFR and a credit adjustment spread of 0.11448%, and is payable at maturity or capitalised into the conversion amount.

The January 2025 notes are redeemable on 1 December 2025 and the April 2025 notes on 15 December 2025. The notes are repayable in cash at maturity if not previously converted.

The loan notes are convertible into equity at the lowest subscription price per share achieved in a qualifying financing event.

The notes are unsecured. Further details of the accounting treatment are included in note 1.8.

The company was incorporated on 22 August 2024 with an issued share capital of 100 ordinary shares of £1 each.

On 30 July 2025, the Company’s share capital was redenominated from pounds sterling to US dollars, resulting in 100 ordinary shares of $1.35 nominal value each.

During the year, one ordinary share was allotted in settlement of a promissory note with a principal value of $2,000,000. The excess of the fair value of the consideration over the nominal value of the share issued was credited to share premium.

At the reporting date, 101 ordinary shares were in issue with an aggregate nominal value of $136.35.

All ordinary shares carry equal voting, dividend and capital distribution rights.

The company has taken advantage of the exemptions available under Financial Reporting Standard 102, not to disclose any transactions or balances with entities that are 100% controlled by the entity or its parent company.

Trafigura Group PTE Ltd, the intermediate parent company, prepares consolidated accounts and they may be obtained from their registered offices.

Trafigura Group PTE Ltd,

10 Collyer Quay

#29-01/05 Ocean Financial Centre

Singapore

049315

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its loss for the period 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.