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Registered number: 14129414 KONEXUS AGRI LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
KONEXUS AGRI LIMITED COMPANY INFORMATION
Director | B P Singh
Registered number | 14129414
Registered office | 14 Brook's Mews
| London
| England
| W1K 4DG
Independent auditors | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditor
| Leytonstone House
| 3 Hanbury Drive
| London
| E11 1GA
KONEXUS AGRI LIMITED CONTENTS
| Page
Director's report | 1 - 2
Independent auditors' report | 3 - 6
Statement of Profit or Loss and Other Comprehensive Income | 7
Balance sheet | 8
Statement of changes in equity | 9
Statement of cash flows | 10
Notes to the financial statements | 11 - 24
Detailed profit and loss account and summaries | 24
KONEXUS AGRI LIMITED DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The director presents his report and the financial statements for the year ended 31 December 2025.
Director's responsibilities statement
The director is responsible for preparing the Director's report and the financial statements, in accordance with applicable law. Company law requires the director to prepare financial statements for each financial year. Under that law he has elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the director is required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgments and estimates that are reasonable and prudent; ∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ∙use the going concern basis of accounting unless he either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is responsible for such internal control as he determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and has general responsibility for taking such steps as are reasonably open to him to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Principal activity
The principal activity of the company continued to be that of wholesale of agricultural pulses.
Results and dividends
The loss for the year, after taxation, amounted to $1,434,236 (2024 - loss $1,938). No dividend has been paid during the year ended 31 December 2025 and none is proposed (2024: £Nil).
Director
The director who served during the year was:
B P Singh
Page 1
KONEXUS AGRI LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 17 June 2026 and signed on its behalf.
B P Singh Director
Page 2
KONEXUS AGRI LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KONEXUS AGRI LIMITED
Opinion
We have audited the financial statements of Konexus Agri Limited for the year ended 31 December 2025 which comprise the Statement of profit or loss and other comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 12 - 17. The financial reporting framework that has been applied in their preparation is applicable law and International Accounting Standards (IFRSs) as adopted by the United Kingdom. In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended; ∙have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; and ∙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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the Company's ability to continue to adopt the going concern basis of accounting included: ∙Challenge of the reasonableness of estimates made by the directors and related disclosures; ∙Review financial resources of the Company and its ability to continue operations over the going concern period. 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 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 director with respect to going concern are described in the relevant sections of this report. Page 3
KONEXUS AGRI LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KONEXUS AGRI LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual report, other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion 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 Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Director's report has been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director's report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of director's 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 director's responsibilities statement on page 1, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 4
KONEXUS AGRI LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KONEXUS AGRI LIMITED (CONTINUED) 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 an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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 obtained an understanding of the legal and regulatory framework that are applicable to the Company and determined that the most significant are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework (UK adopted international accounting standards and the Companies Act 2006), the relevant tax compliance regulations in the jurisdictions in which Konexus Agri Limited operates, Health and Safety Regulations, Bribery Act and the General Data Protection Regulation (GDPR); ∙We understood how the Copmany is complying with those frameworks through enquiry with management , and by identifying the Company's policies and procedures regarding compliance with laws and regulations. We also identified those members of management who have the primary responsibility for those ensuring compliance with laws and regulations, and for reporting any known instances of non-compliance for those charged with governance. ∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by reviewing the Company's risk register, enquiry with management of the Company during planning and execution phases of the audit. We relied on those procedures performed during the audit and followed up with enquiries of management on any new developments during the audit of the Company. ∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved: °Inquiry of members of senior management, and when appropriate those charged with governance regarding their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements. °Reading minutes of meetings of those charged with governance. °Obtaining and reading legal correspondence from legal and regulatory bodies; and °Journal entry testing, with a focus on manual journals and journals indicating large or unusual transactions based on our understanding of the business. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: ∙making enquiries of management as to where they considered there was susceptibility knowledge of actual, suspected and alleged fraud; ∙considering the internal controls in place to mitigate risks of fraud and non-compliant regulations; ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. Page 5
KONEXUS AGRI LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KONEXUS AGRI LIMITED (CONTINUED) Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed Selven Iyaroo (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Leytonstone House 3 Hanbury Drive London E11 1GA 17 June 2026 Page 6
KONEXUS AGRI LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Revenue | 6 | 25,314,126 | 19,734,345
Cost of sales |  | (25,676,374) | (19,493,129)
Gross (loss)/profit |  | (362,248) | 241,216
Administrative expenses |  | (148,949) | (86,570)
(Loss)/profit from operations |  | (511,197) | 154,646
Finance income | 8 | 42,476 | -
Finance expense | 8 | (965,515) | (156,584)
Loss before tax |  | (1,434,236) | (1,938)
Tax expense | 9 | - | -
Loss for the year |  | (1,434,236) | (1,938)
Total comprehensive income |  | (1,434,236) | (1,938)
The notes on pages 12 to 24 form part of these financial statements.
Page 7
KONEXUS AGRI LIMITED REGISTERED NUMBER: 14129414 BALANCE SHEET AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Assets |  |
Current assets |  |  |
Inventories | 10 | 344,463 | 190,003
Trade and other receivables | 11 | 6,448,750 | 5,396,551
Cash and cash equivalents | 12 | 285,280 | 59,960
|  | 7,078,493 | 5,646,514
Total assets |  | 7,078,493 | 5,646,514
Liabilities |  |
Current liabilities |  |  |
Trade and other liabilities | 13 | 4,877,409 | 5,649,248
Loans and borrowings | 14 | 3,638,054 | -
Total liabilities |  | 8,515,463 | 5,649,248
Net liabilities |  | (1,436,970) | (2,734)
Issued capital and reserves |  |  |
Share capital | 15 | 1 | 1
Retained earnings |  | (1,436,971) | (2,735)
TOTAL EQUITY |  | (1,436,970) | (2,734)
The financial statements on pages 7 to 24 were approved and authorised for issue by the board of director on 17 June 2026 and were signed on its behalf by:
B P Singh
Director
The notes on pages 12 to 24 form part of these financial statements. Page 8
KONEXUS AGRI LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Retained earnings | Total equity
| $ | $ | $
At 1 January 2024 | 1 | (797) | (796)
Comprehensive income for the year |  |  |
Loss for the year | - | (1,938) | (1,938)
Total comprehensive income for the year | - | (1,938) | (1,938)
At 31 December 2024 | 1 | (2,735) | (2,734)
At 1 January 2025 | 1 | (2,735) | (2,734)
Comprehensive income for the year |  |  |
Loss for the year | - | (1,434,236) | (1,434,236)
Total comprehensive income for the year | - | (1,434,236) | (1,434,236)
At 31 December 2025 | 1 | (1,436,971) | (1,436,970)
The notes on pages 12 to 24 form part of these financial statements.
Page 9
KONEXUS AGRI LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Cash flows from operating activities |  |  |
Loss for the year |  | (1,434,236) | (1,938)
Adjustments for |  |  |
Finance income | 8 | (42,476) | -
Finance expense | 8 | 965,515 | 156,584
Net foreign exchange loss |  | 1,658 | -
|  | (509,539) | 154,646
Movements in working capital: |  |  |
Increase in trade and other receivables |  | (1,052,199) | (3,667,434)
(Increase)/decrease in inventories |  | (154,460) | 332,879
(Decrease)/increase in trade and other payables |  | (771,839) | 3,385,019
Cash generated from operations |  | (2,488,037) | 205,110
Net cash (used in)/from operating activities |  | (2,488,037) | 205,110
Cash flows from investing activities |  |  |
Interest received |  | 42,476 | -
Net cash from investing activities |  | 42,476 | -
Cash flows from financing activities |  |  |
Proceeds from bank borrowings |  | 3,638,054 | -
Interest paid on loans |  | (965,515) | (156,584)
Net cash from/(used in) financing activities |  | 2,672,539 | (156,584)
Net increase in cash and cash equivalents |  | 226,978 | 48,526
Cash and cash equivalents at the beginning of year |  | 59,960 | 11,434
Exchange (loss)/gains on cash and cash equivalents |  | (1,658) | -
Cash and cash equivalents at the end of the year | 12 | 285,280 | 59,960
The notes on pages 12 to 24 form part of these financial statements. Page 10
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Konexus Agri Limited (the 'Company') is a limited company incorporated in England and Wales, registration number 14129414. The Company's registered office is at 14 Brook's Mews, London, England, W1K 4DG. The Company's principal activity is that of wholesale of agricultural pulses.
2. | IFRS compliance and adoption and basis of preparation
The financial statements of the Company have been prepared with UK adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006. The financial statements are also in compliance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. They were authorised for issue by the Company's board of directors on 31 December 2025. The ultimate parent company of the Company is Konexus Holdings Limited, the intermediate parent company of the Company is Konexus Resources Group Limited, who prepare consolidated financial statements which are publicly available. Transition to International Financial Reporting Standard s For all accounting periods up to and including the year ended 31 December 2024, the Company prepared its financial statements in accordance with UK Generally Accepted Accounting Practice ("UK GAAP"). These financial statements for the year ended 31 December 2025 are the first to have prepared using IFRS. There is no impact of the transition to IFRS as at 1 January 2024.This is the first set of financial statements the Company has prepared in accordance with IFRS Accounting Standards. The Company’s transition date is 1 January 2024 (the "transition date"), and the Company prepared its opening IFRS balance sheet at that date Details of the Company's accounting policies are included in note 5. In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Company accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
3. | Going concern
The director believes that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the immediate parent company, Konexus Resources Group Limited. The financial statements do not include any adjustments that may be necessary should this support be withdrawn.
4. | Functional and presentation currency
These financial statements are presented in US dollars, which is the Company's functional currency. All amounts have been rounded to the nearest US dollar, unless otherwise indicated. Page 11
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies
| 5.1 | Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product to a customer. The Company does not expect to have any contracts where the period between the transfer of the promised goods to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
| 5.2 | Foreign exchange currencies
In preparing the financial statements of the Company, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for: ∙exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; ∙exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. For the purposes of presenting these financial statements, the assets and liabilities of the Company's foreign operations are translated into USD using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
| 5.3 | Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Page 12
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies (continued)
| 5.4 | Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate
| 5.5 | Inventories
Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 5.6 | Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Page 13
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies (continued)
| 5.7 | Financial instruments
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
| 5.8 | Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
| (i) Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost: ∙the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ∙the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income (FVOCI): ∙the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ∙the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. By default, all other financial assets are subsequently measured at fair value through profit or loss (FVTPL). Despite the aforegoing, the Company may make the following irrevocable election/designation at initial recognition of a financial asset: ∙the Company may irrevocably elect to present subsequent changes in fair value of an equity instrument in other comprehensive income if certain criteria are met; and ∙the Company may irrevocably designate a debt investment that meets the amortised cost or FVOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch. Page 14
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies (continued)
| 5.8 | Financial assets (continued)
| (ii) Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically: ∙for financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the 'finance income' or 'finance expense' line item for gains and losses respectively. ∙for debt instruments measured at FVOCI that are not part of a designated hedging relationship, exchange differences on the amortised cost of the debt instruments are recognised in profit or loss in the 'finance income' or 'finance expense' line item for gains and losses respectively. Other exchange differences are recognised in other comprehensive income in the investments revaluation reserve. ∙for financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognised in the 'finance income' or 'finance expense' line item for gains and losses respectively. ∙for equity instruments measured at FVOCI, exchange differences are recognised in other comprehensive income in the investments reconciliation reserve. See note regarding the recognition of exchange differences where the foreign currency risk component of a financial asset is designated as a hedging instrument for a hedge of foreign currency risk.
| 5.9 | Financial liabilities and equity instruments
| (i) Classification as debt or equity
Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Page 15
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies (continued)
| 5.9 | Financial liabilities and equity instruments (continued)
| (ii) Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below. Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL. A financial liability is classified as held for trading if: ∙it has been incurred principally for the purpose of repurchasing it in the near term; ∙on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or ∙it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument. A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if: ∙such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or ∙the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or ∙it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see note ). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘fair value gains/losses' line item. However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of the liability is recognised in profit or loss. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability. Gains or losses on financial guarantee contracts and loan commitments issued by the Company that are Page 16
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 5.Accounting policies (continued)
| 5.9 | Financial liabilities and equity instruments (continued)
| (ii) Financial liabilities (continued)
designated by the Company as at FVTPL are recognised in profit or loss. Fair value is determined in the manner described in note 16. Financial liabilities subsequently measured at amortised cost Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability. Foreign exchange gains and losses For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'finance income' or 'finance expense' line item, for gains and losses respectively, in profit or loss for financial liabilities that are not part of a designated hedging relationship. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship. See note regarding the recognition of exchange differences where the foreign currency risk component of a financial liability is designated as a hedging instrument for a hedge of foreign currency risk. Derecognition of financial liabilities The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Page 17
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Revenue
| The following is an analysis of the Company's revenue for the year from continuing operations:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Sale of goods | 25,314,126 | 19,734,345
| Analysis of revenue by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Rest of the world | 25,314,126 | 19,734,345
7. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 23,275 | 21,276
8. | Finance income and expense
| Recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
Finance income |  |
| Other interest receivable | 42,476 | -
| Total finance income | 42,476 | -
| Finance expense |  |
| Other loan interest payable | 965,515 | 156,584
| Total finance expense | 965,515 | 156,584
| Net finance expense recognised in profit or loss | (923,039) | (156,584)
Page 18
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Tax expense
| 9.1 Income tax recognised in profit or loss
| The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Loss for the year | (1,434,236) | (1,938)
| Loss before income taxes | (1,434,236) | (1,938)
| Tax using the Company's domestic tax rate of 25% (2024:25%) | (358,559) | (485)
| Unrelieved tax losses carried forward | 175,309 | 485
| Group relief | 183,250 | -
| Total tax expense | - | -
Changes in tax rates and factors affecting the future tax charges There were no factors that may affect future tax charges.
10. | Inventories
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Finished goods and consumables | 344,463 | 190,003
11. | Trade and other receivables
|  | 2025 | 2024
|  | $ | $
| Trade receivables | 3,091,097 | 5,026,839
| Receivables from related parties | 3,257,720 | 320,462
| Total financial assets other than cash and cash equivalents classified as loans and receivables | 6,348,817 | 5,347,301
| Prepayments and accrued income | 99,933 | 49,250
| Total trade and other receivables | 6,448,750 | 5,396,551
| Total current portion | 6,448,750 | 5,396,551
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KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Trade and other receivables (continued)
12. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Cash at bank available on demand | 285,280 | 59,960
13. | Trade and other payables
|  | 2025 | 2024
|  | $ | $
| Trade payables | 2,201,797 | 1,970,345
| Payables to related parties | 2,566,226 | 3,625,979
| Accruals | 109,386 | 52,924
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 4,877,409 | 5,649,248
| Total current portion | 4,877,409 | 5,649,248
14. | Loans and borrowings
|  | 2025 | 2024
|  | $ | $
| Current |  |
| Financial institution borrowings - secured | 3,638,054 | -
| The company benefits from a facility which is held in the name of its immediate parent company, Konexus Resources Group Limited. Teh loan is guaranteed by Konexus Resources Group Limited. However, both entities are jointly responsible for meeting conditions of the facility relating to secured assets. As part of the security arrangements for this facility, the Company has provided a charge over its trading stock.
Page 20
KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Share capital
| Authorised |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $ | Number | $
| Shares treated as equity |  |  |  |
| Ordinary shares of $1.00 each | 1 | 1 | 1 | 1
|  | 1 | 1 | 1 | 1
| Issued and fully paid |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $ | Number | $
| Ordinary shares of $1.00 each |  |  |  |
| At 1 January and 31 December | 1 | 1 | 1 | 1
| 16. | Financial instruments - fair values and risk management
| 16.1 Risk management
The director receives reports from the finance function through which he reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies set. The overall objective of the directors is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below.
| 16.2 Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrumentor customer contract, leading to financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company seeks to limit its credit riskfrom financing acitivities by dealing with reputable banks. For trade receivables, the Company establish procedures to minimise the risk of deafult by trade debtors. These procedures include underyaking credit verification before engaging in trade with customers, the setting of appropriate credit limits and proactive monitoring of outstanding receivables on an aged basis. The Company actively reviews its receivable balances for evidence of impairment throughout the year. Page 21

|  | KONEXUS AGRI LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16.Financial instruments - fair values and risk management (continued)
|  | 16.3 Liquidity risk management
|  | Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Company will encounter difficulty in meeting their financial obligations as they fall due. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The director receives cash flow projections on a regular basis as well as information regarding cash balances.
|  | Liquidity and interest risk tables The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
|  |  | Carrying amount | Total | 1 - 3 months | 3 - 12 months | 1 - 2 years | 2 - 5 years | More than 5 years
|  |  | $ | $ | $ | $ | $ | $ | $
| 31 December 2025 |  |  |  |  |  |  |
| Secured financial institution loans | 3,638,054 | 3,638,054 | 3,638,054 | - | - | - | -
| Trade payables | 2,201,797 | 2,201,797 | 2,201,797 | - | - | - | -
|  | 5,839,851 | 5,839,851 | 5,839,851 | - | - | - | -
Page 22

|  | KONEXUS AGRI LIMITED |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
16.Financial instruments - fair values and risk management (continued)
| 16.3 Liquidity risk management (continued)
|  |  | Carrying amount | Total | 1 - 3 months | 3 - 12 months | 1 - 2 years | 2 - 5 years | More than 5 years
|  |  | $ | $ | $ | $ | $ | $ | $
| 31 December 2024 |  |  |  |  |  |  |
| Trade payables | 1,970,345 | 1,970,345 | 1,970,345 | - | - | - | -
|  | 1,970,345 | 1,970,345 | 1,970,345 | - | - | - | -
Page 23

KONEXUS AGRI LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Related party transactions
Related parties of the Company are comprised of the other group companies that are controlled by the ultimate parent company and the directors and key management of the Company. Pricing policies and terms of transactions with related parties are approved by the group's management. Transactions with other group companies The balance outstanding owing from (owing to) the immediate parent company, Konexus Resources Group Limited at the reporting date was $833,554 (2024 - $642,044). The balance outstanding owing from fellow subsidiary Konexus International Solutions Pvt Ltd at the reporting date was $2,424,199 (2024 - $320,462). The balance outstanding owing to fellow subsidiary Konexus Resources Group Canada Ltd at the reporting date was $2,540,940 (2024 - $997,868). The balance outstanding owing to fellow subsidiary Konexus Resources DMCC at the reporting date was $25,286 (2024 - $25,000).
18. | Controlling party
The immediate parent undertaking is Konexus Resources Group Limited, a company incorporated in England and Wales with registered address of 14 Brook's Mews, London, W1K 4DG. The ultimate parent company is Konexus Holdings Limited, a company incorporated in England and Wales with registered address of 14 Brook's Mews, London, W1K 4DG. Konexus Holdings Limited prepares the consolidated financial statements incorporating the results of the Company, which are available to the public and may be obtained from Companies House. The ultimate controlling party is Mr B P Singh by virtue of his shareholding in the parent undertaking.
19. | Capital management
| For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company sets the amounts of capital it requires in proportion to risk. The Company manages its capital structure and makes adjustments to it in light of the changes in economic conditions and the risk characteristics of the underlying assets. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 December 2025 nor the year ended 31 December 2024.
Page 24