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Registered number: 12912954 KONEXUS HOLDINGS LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
KONEXUS HOLDINGS LIMITED COMPANY INFORMATION
Director | B P Singh
Registered number | 12912954
Registered office | 14 Brook's Mews
| London,
| W1K 4DG
Independent auditor | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditor
| Leytonstone House
| 3 Hanbury Drive
| London
| E11 1GA
KONEXUS HOLDINGS LIMITED CONTENTS
| Page
Group strategic report | 1 - 6
Director's report | 7 - 8
Independent auditor's report | 9 - 12
Consolidated Statement of Profit or Loss and Other Comprehensive Income | 13
Consolidated statement of financial position | 14 - 15
Company statement of financial position | 16 - 17
Consolidated statement of changes in equity | 18
Consolidated statement of cash flows | 19 - 20
Notes to the consolidated financial statements | 21 - 44
Company detailed profit and loss account and summaries | 44
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Introduction The Director presents the Strategic Report of Konexus Holdings Limited ("KHL" or the "Group") for the year ended 31 December 2025. KHL is a holding company for the Konexus Resouces Group, which is an international commodities, manufacturing and supply chain business with activities spanning metals, agriculture and energy markets. The Group combines physical commodity trading, processing, manufacturing and logistics capabilities across a growing network of operations and commercial relationships in the Middle East, Asia, Europe, Africa and North America. The Group's strategy is centered on building integrated supply chain businesses in essential commodity sectors. This typically involves establishing market positions through trading activities, developing long-term sourcing and customer relationships, and selectively investing in value-added processing and manufacturing assets that enhance margins, strengthen supply chain control and create sustainable long-term value. During the year, the Group continued to expand its operating platform, investing in manufacturing capacity, new business lines, strategic supply relationships and organizational capabilities to support future growth. Further details of the Group's performance, principal risks, financial results and strategic priorities are set out in the sections that follow. The Group transitioned its financial reporting framework from UK GAAP to International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") during the year. This aligns the Company's reporting with international best practices and the broader Group's reporting framework. Details of the impact of the transition are provided in the notes to the financial statements. Business Review In 2025, the base metals industry operated in an increasingly complex and uncertain environment. Ongoing conflict in Ukraine, continued instability in the Middle East, and rising geopolitical tensions across key trade corridors created significant challenges for global supply chains. In particular, the escalation of conflict in the Red Sea region during the first quarter of 2025 caused widespread disruption to international shipping routes, extending transit times, increasing freight costs, and forcing many market participants to rethink their logistics strategies. At the same time, energy markets remained volatile, governments increasingly sought to secure strategic resources, and supply discipline among major producers continued to influence metal availability and pricing. Despite these challenges, underlying demand for industrial metals remained resilient, supported by global investment in power infrastructure, electrification, and the rapid expansion of AI-related data centre capacity. Against this backdrop, the Group delivered a strong performance, increasing turnover from $178 million to $252 million, representing growth of more than 40% year-over-year. This performance was driven primarily by the first full year of operations at our manufacturing facility in Bahrain and processing facility in Thailand. The successful ramp-up of these businesses reflects the commitment of our employees and validates our strategy of investing in value-added manufacturing capabilities alongside our traditional trading operations. By maintaining reliable production and delivering consistently for our customers during a period of ongoing market disruption, both facilities made a significant contribution to the Group's growth. During the year, we also continued to invest for the future. We expanded our presence in the agricultural sector, further diversifying the Group's activities and creating new avenues for long-term growth. Equally important, we strengthened our leadership and operational teams across the organization, building the talent and infrastructure required to support the next phase of the Group's development. Page 1
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
A key focus throughout the year was improving the visibility and predictability of our business. We made meaningful progress in increasing the proportion of activity conducted under long-term customer and supplier agreements, reducing exposure to short-term market volatility. We also deepened relationships with several leading global metal producers, strengthening our access to reliable sources of supply and enhancing our ability to serve customers consistently across market cycles. These initiatives have improved the quality of our earnings, increased resilience across our operating platform, and positioned the Group for continued sustainable growth in the years ahead. Principal risks and uncertainties Risk management remains central to the business model. As a trader, processor and manufacturer of industrial metals, the Group is exposed to a range of market, operational and financial risks. Our objective is not to speculate on commodity prices, currencies or interest rates, but rather to manage these exposures prudently while protecting margins and preserving capital. Commodity Price Risk The Group trades a diversified portfolio of aluminium, copper, lead, alloys and scrap metals. For exchange-traded primary metals, price exposure is generally hedged using futures contracts on recognized commodity exchanges, allowing us to lock in margins between physical purchases and sales. As a result, the Group's earnings are driven primarily by trading and manufacturing performance rather than movements in outright metal prices. Foreign Exchange Risk The majority of the Group's business is conducted in U.S. Dollars, which serves as our functional currency. Where transactions are denominated in Euros, Sterling or other currencies, exposures are managed through natural offsets and, where appropriate, forward foreign exchange contracts. Counterparty Credit Risk Managing credit risk remains a key priority. The majority of customer exposures are covered through trade credit insurance or secured through bank-backed Letters of Credit. The Group maintains disciplined credit controls and monitors customer exposures continuously to ensure that trading activity remains within approved limits. I nventory and Logistics Risk The Group maintains inventory across multiple geographies and regularly transports material through international shipping routes. Physical inventories and goods in transit are protected through comprehensive marine cargo and storage insurance policies designed to safeguard the Group against material losses. Interest Rate and Financing Risk The Group utilizes revolving trade finance and working capital facilities to support its operations. While these facilities are generally linked to floating benchmark interest rates, financing costs are incorporated into transaction pricing and managed as part of the Group's overall commercial strategy. Page 2
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Trade Finance & Working Capital Strategy The Group's trading and manufacturing activities require access to substantial working capital and trade finance facilities. To support these requirements, the Group maintains a diversified funding structure anchored by its core transaction banking relationship with HSBC, supplemented by additional facilities from other financial institutions and strategic financing partners. The Group also maintains dedicated credit facilities with its LME brokers to support margin requirements associated with its hedging activities. Combined with favourable supplier payment terms and disciplined inventory management, these facilities allow the Group to efficiently fund inventory, manufacturing operations and customer deliveries while preserving liquidity. This financing framework provides the flexibility required to support continued growth while maintaining a prudent approach to balance sheet management and risk Financial key performance indicators The Group adopted International Financial Reporting Standards (IFRS) during the current financial year, enhancing the consistency and comparability of its financial reporting. Revenue Revenue increased from $178.0 million to $252.0 million, representing growth of 41.6% compared with the prior year. This increase was driven primarily by the first full year of operations at the Group's manufacturing facility in Bahrain and processing facility in Thailand, both of which achieved strong utilization levels and contributed meaningfully to overall performance. Operating Profit Operating profit for the year was $5.99 million. This result reflects disciplined cost management, improved operational efficiency and the successful integration of our manufacturing and processing activities. Gross profit increased to $12.66 million despite continued volatility in energy, logistics and raw material markets. The year also included continued investment in the development of the Group's agricultural trading business, which remains in the growth phase of its evolution. While this investment impacted current-period profitability, management believes the business offers attractive long-term opportunities to diversify earnings and enhance overall margins. As the platform matures, we expect increased scale, improved sourcing capabilities and deeper customer relationships to contribute positively to both gross profit and operating earnings. Other key performance indicators Financing and Risk Management Net finance costs of $4.97 million reflect the funding requirements associated with a rapidly expanding trading and manufacturing platform. During the year, the Group maintained substantial working capital facilities to support higher transaction volumes, inventory requirements and hedging activities across multiple jurisdictions. While financing costs increased alongside the growth of the business, management views this as a natural consequence of scaling operations and establishing a broader banking and trade finance infrastructure. As the Group continues to grow, strengthen its balance sheet and deepen relationships with existing and new lending partners, management expects to secure additional funding capacity on increasingly competitive terms. This should support future growth while contributing to improved profitability and returns on capital over time. Page 3
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 The Group continues to maintain dedicated facilities to support hedging operations and working capital requirements, ensuring adequate liquidity is available throughout periods of market volatility and market disruption. Working Capital Current assets at year-end totaled $94.25 million, including inventories of $48.93 million and trade receivables of $38.6 million. These balances reflect the increased scale of the Group's operations and are supported by established trade finance facilities, disciplined credit management and strong supplier relationships. Strategic Priorities and Future Growth As the Group enters its next phase of development, our strategy remains focused on building integrated supply chain businesses that combine trading, processing and manufacturing capabilities. Over the past several years, we have successfully executed this model within the metals sector, establishing strong trading operations before investing in value-added processing and manufacturing assets that enhance margins, deepen customer relationships and create long-term competitive advantages. The continued expansion of our aluminium rod manufacturing facility in Bahrain remains a key strategic priority. Once completed, annual production capacity will increase from approximately 36,000 tonnes to 90,000 tonnes. Land acquisition has been completed, key equipment orders have been placed, and project execution is progressing according to plan. This investment represents the next stage in our evolution from a trading-focused business toward a more diversified industrial platform with greater exposure to value-added manufacturing. Beyond metals, we are applying the same proven approach to the agricultural sector. Over the past year, the Group has expanded its agricultural trading activities and strengthened relationships across the supply chain. Building on this foundation, the Group is progressing the development of a strategically important flour milling and food security project in Bahrain. The project has received all necessary approvals and is currently under development. Once operational, it will establish the Group's first major agricultural processing asset and represents an important milestone in the expansion of our agri-business platform. The project is expected to support Bahrain's long-term food security objectives while creating new opportunities for growth and value creation within the Group. The Group is also pursuing opportunities within the energy transition sector through its operations in Thailand. Leveraging our existing commodity trading capabilities and local market presence, the Group has begun expanding into biomass and renewable energy feedstocks. As with our metals and agricultural businesses, our initial focus is on developing trading and supply chain expertise before selectively investing in processing and manufacturing capabilities where we believe sustainable competitive advantages can be established. Over time, we believe the biomass sector offers significant opportunities as global demand for renewable fuels, sustainable industrial feedstocks and lower-carbon energy solutions continues to grow. Supporting these growth initiatives is our ongoing investment in people, systems and commercial capabilities. During the year, we strengthened our management team and expanded our regional trading presence to support new markets and business lines. We also continued to deepen relationships with major producers, customers, logistics providers and financial institutions, creating a stronger platform from which to pursue future growth. While each of these businesses operates in distinct markets, they are united by a common strategy: establishing strong positions in essential commodity supply chains, building scale through trading activities, and selectively investing in value-added infrastructure that enhances margins, improves supply chain control and creates sustainable long-term shareholder value. Page 4
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 Director's statement of compliance with duty to promote the success of the Group The Companies (Miscellaneous Reporting) Regulations 2018 (`2018 MRR') requires the Director to explain how he considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('s172') when performing his duty to promote the success of the group under s172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the group. The Board welcomes the direction of the UK Financial Reporting Council (the 'FRC'). This s172 statement explains how the Director: ∙has engaged with employees, suppliers, customers, and others; and ∙has had regard to employee interests, the need to foster the Group's business relationships with suppliers, customers and other, and the effect of that regards, including on the principal decisions taken by the Group during the financial year. The s172 statement focuses on matters of strategic importance to Konexus Holdings Limited, and the level of information disclosed is consistent with the size and the complexity of the business. General confirmation of Director's duties When making decisions, the Director ensures that he acts in the way he considers, in good faith, would most likely promote the group's success for the benefit of its members, and in doing so have regard (among other matters) to: S172(1) (A) "The likely consequences of any decision in the long term" The Director understands the business and the evolving environment in which we operate. The strategy set by the Board is intended to strengthen our position as a leading physical commodity trader/producer, while keeping safety and social responsibility fundamental to our business approach. To help achieve these ambitions, the Board refreshed our strategy to further focus on developing the Group by moving into further diversified trade relationships and identifying long term trade flow and value accretive processing projects. In 2024, as per the Group vision and strategy, it has installed an Aluminium Rod Mill in Bahrain with cutting-edge technology and a focus on sustainability. It is poised to play a pivotal role in meeting the growing demand for high-quality Aluminium products. S172(1) (B) "The interests of the company's employees" The Director recognizes that Konexus Holdings Limited groups employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Director factors the implications of decisions on employees and the wider workforce, where relevant and feasible. S172(1) (C) "The need to foster the company's business relationships with suppliers. customers and others" Delivering our strategy requires strong mutually beneficial relationships with suppliers and customers. Konexus Holdings Limited seeks the promotion and application of certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter or remain in such relationships and this alongside other standards The businesses continuously assess the priorities related to customers and those with whom we do business, and the Board engages with the businesses on these topics. S172(1) (D) "The impact of the company's operations on the community and the environment" This aspect is inherent in our strategic ambitions, the Board receives information on these topics and takes the appropriate actions to ensure that we achieve the best interests of all parties. Page 5
KONEXUS HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025 S172(1) (E) "The desirability of the company maintaining a reputation for high standards of business conduct" the Group aims to meet the world's growing need for metals and core staple agri commodities in an economically and sustainable way, ensuring it is done in an environmentally, and socially responsible way. The Board periodically reviews and approves clear frameworks, to ensure that its high standards are maintained both within the Group’s businesses and with the business relationships. S172(1) (F) "The need to act fairly as between members of the company" After weighing up all relevant factors, the Director considers which course of action best enables delivery of our strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, our director acts fairly as between the group's members. Culture The Board recognizes that it has an important role in assessing and monitoring that our desired culture is embedded in the values, attitudes, and behaviours we demonstrate, including in our activities and stakeholder relationships. The Board has established honesty, integrity, and respect for people as Konexus Holdings' core values. The General Business Principles, Code of Conduct, and Code of Ethics help everyone at the Group act in line with these values and comply with relevant laws and regulations. The Konexus Holdings commitment and Policy on Health, Safety, Security, Environment & Social Performance applies across the Group and is designed to help protect people and the environment. We also strive to maintain a diverse and inclusive culture. Stakeholder engagement (including employee engagement) The Board recognizes the important role the Group must play in society and is deeply committed to public collaboration and stakeholder engagement. This commitment is at the heart of Konexus Holdings’ strategic ambitions. The Board strongly believes that the Group will only succeed by working with customers, regulators, business partners, investors. and other stakeholders. This report was approved by the board on 19 June 2026 and signed on its behalf.
B P Singh Director
Page 6
KONEXUS HOLDINGS 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 Group strategic report, Director's report and the consolidated financial statements, in accordance with applicable law. Company law requires the director to prepare consolidated financial statements for each financial year. Under that law he has elected to prepare the consolidated financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the director must not approve the consolidated financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated 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; ∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements; ∙assess the Group and 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 Group or 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 Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent 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 Group and to prevent and detect fraud and other irregularities.
Principal activity
The principal activity of the company during the year was that of a holding company. The principal activity of the Group during the year was the buying and selling of metal commodities and pulses.
Results and dividends
The profit for the year, after taxation and minority interests, amounted to $809,074 (2024 - $1,944,533). No dividends were declared and paid in the year (2024 - $Nil).
Director
The director who served during the year was:
B P Singh
Page 7
KONEXUS HOLDINGS LIMITED DIRECTOR'S REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
Information regarding future developments is set out in the Strategic Report.
Engagement with suppliers, customers and others
Information regarding engagement with suppliers, customers and others is set out in the Strategic Report. Streamlined Energy and Carbon Reporting ("SECR") The Group consumed less than 40,000 kWh of energy in the UK during the year and is therefore exempt from SECR disclosure under the Low Energy User Exemption.
Disclosure of information to auditor
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 and the Group's auditor is 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 and the Group's auditor is aware of that information.
Auditor
The auditor, 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 19 June 2026 and signed on its behalf.
B P Singh Director
Page 8
KONEXUS HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS HOLDINGS LIMITED
Opinion
We have audited the financial statements of Konexus Holdings 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 and other comprehensive income, the Consolidated statement of financial position, the Company Statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 21 - 28. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting 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 Group's and the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended; ∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and ∙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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent 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 Group's and the Parent 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 Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. Page 9
KONEXUS HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 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 Group 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 Group strategic report and the Director's report has been prepared in accordance with applicable legal requirements. Page 10
KONEXUS HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS HOLDINGS LIMITED (CONTINUED) 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 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 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 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 7, 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 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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 frameworks 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 the Group operates, Health and Safety Regulations, Bribery Act and the General Data Protection Regulation (GDPR). Page 11
KONEXUS HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KONEXUS HOLDINGS LIMITED (CONTINUED) ∙We understood how the Group is complying with those frameworks through enquiry with management, and by identifying the Group’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 to those charged with governance. ∙We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by reviewing the Group’s risk register, enquiry with management of the Group 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 Group and Parent 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 correspondence from legal and regulatory bodies; and °Journal entry testing, with a focus on manual journals and journal indicating large or unusual transactions based on our understanding of the business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. 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 19 June 2026 Page 12
KONEXUS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Revenue | 5 | 252,200,673 | 178,609,276
Cost of sales |  | (238,763,683) | (170,292,845)
Gross profit |  | 13,436,990 | 8,316,431
Other operating income | 6 | 98,465 | -
Administrative expenses |  | (7,631,758) | (3,907,559)
Other expenses |  | (17,091) | 60,360
Profit from operations |  | 5,886,606 | 4,469,232
Finance income | 10 | 47,705 | 21,024
Finance expense | 10 | (5,019,852) | (2,196,093)
Income from fixed assets and dividends |  | 159,703 | -
Profit before tax |  | 1,074,162 | 2,294,163
Tax expense | 11 | (32,571) | (85,959)
Profit for the year |  | 1,041,591 | 2,208,204
Total comprehensive income |  | 1,041,591 | 2,208,204
Profit for the year attributable to: |  |  |
Owners of the parent |  | 809,074 | 1,944,533
Non-controlling interests |  | 232,517 | 263,671
|  | 1,041,591 | 2,208,204
The notes on pages 21 to 44 form part of these financial statements.
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KONEXUS HOLDINGS LIMITED REGISTERED NUMBER: 12912954 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Assets |  |
Non-current assets |  |  |
Property, plant and equipment | 12 | 5,181,600 | 4,631,957
Intangible assets | 13 | (99,785) | (164,608)
Trade and other receivables | 16 | 1,750,000 | 1,750,235
|  | 6,831,815 | 6,217,584
Current assets |  |  |
Inventories | 15 | 48,929,071 | 37,328,457
Trade and other receivables | 16 | 38,382,435 | 26,078,955
Derivative financial assets |  | 2,145,600 | 545,665
Cash and cash equivalents |  | 4,852,316 | 15,909,824
|  | 94,309,422 | 79,862,901
Total assets |  | 101,141,237 | 86,080,485
Page 14
KONEXUS HOLDINGS LIMITED REGISTERED NUMBER: 12912954 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Liabilities |  |
Non-current liabilities |  |  |
Trade and other liabilities | 17 | - | 4,670
Loans and borrowings | 18 | 258,843 | 317,622
Deferred tax liability | 11 | (36,097) | (34,888)
|  | 222,746 | 287,404
Current liabilities |  |  |
Trade and other liabilities | 17 | 19,253,977 | 45,295,175
Loans and borrowings | 18 | 67,337,450 | 27,200,320
Provisions | 19 | - | 12,113
|  | 86,591,427 | 72,507,608
Total liabilities |  | 86,814,173 | 72,795,012
Net assets |  | 14,327,064 | 13,285,473
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 20 | 10,843,934 | 10,843,934
Other reserves |  | 338,668 | 185,267
Retained earnings |  | 2,386,087 | 1,730,414
|  | 13,568,689 | 12,759,615
Non-controlling interest |  | 758,375 | 525,858
TOTAL EQUITY |  | 14,327,064 | 13,285,473
The financial statements on pages 13 to 44 were approved and authorised for issue by the board of director on 19 June 2026 and were signed on its behalf by:
B P Singh
Director
The notes on pages 21 to 44 form part of these financial statements. Page 15
KONEXUS HOLDINGS LIMITED REGISTERED NUMBER: 12912954 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | $ | $
Assets |  |
Non-current assets |  |  |
Other non-current investments |  | 44,757,706 | 44,771,319
Current assets |  |  |
Cash and cash equivalents |  | 23 | 280
Total assets |  | 44,757,729 | 44,771,599
Page 16
KONEXUS HOLDINGS LIMITED REGISTERED NUMBER: 12912954 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Liabilities |  |
Non-current liabilities |  |  |
Current liabilities |  |  |
Trade and other liabilities | 17 | 84,549 | 74,637
Total liabilities |  | 84,549 | 74,637
Net assets |  | 44,673,180 | 44,696,962
Issued capital and reserves attributable to owners of the parent |  |  |
Share capital | 20 | 10,843,934 | 10,843,934
Retained earnings |  | 33,829,246 | 33,853,028
TOTAL EQUITY |  | 44,673,180 | 44,696,962
The Company's loss for the year was $23,782 (2024 - $159). The financial statements on pages 13 to 44 were approved and authorised for issue by the board of director on 19 June 2026 and were signed on its behalf by:
B P Singh
Director
The notes on pages 21 to 44 form part of these financial statements. Page 17
KONEXUS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Share capital | Other reserves | Retained earnings | Total attributable to equity holders of parent | Non-controlling interest | Total equity
| $ | $ | $ | $ | $ | $
At 1 January 2024 | 10,843,934 | 2,239 | (31,091) | 10,815,082 | 262,187 | 11,077,269
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 1,944,533 | 1,944,533 | 263,671 | 2,208,204
Total comprehensive income for the year | - | - | 1,944,533 | 1,944,533 | 263,671 | 2,208,204
Contributions by and distributions to owners |  |  |  |  |  |
Transfer to/from retained earnings | - | 183,028 | - | 183,028 | - | 183,028
Transfers between other reserves | - | - | (183,028) | (183,028) | - | (183,028)
At 31 December 2024 | 10,843,934 | 185,267 | 1,730,414 | 12,759,615 | 525,858 | 13,285,473
At 1 January 2025 | 10,843,934 | 185,267 | 1,730,414 | 12,759,615 | 525,858 | 13,285,473
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 809,074 | 809,074 | 232,517 | 1,041,591
Total comprehensive income for the year | - | - | 809,074 | 809,074 | 232,517 | 1,041,591
Contributions by and distributions to owners |  |  |  |  |  |
Transfer to/from retained earnings | - | 153,401 | - | 153,401 | - | 153,401
Transfers between other reserves | - | - | (153,401) | (153,401) | - | (153,401)
At 31 December 2025 | 10,843,934 | 338,668 | 2,386,087 | 13,568,689 | 758,375 | 14,327,064
The notes on pages 21 to 44 form part of these financial statements.
Page 18
KONEXUS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
Cash flows from operating activities |  |  |
Profit for the year |  | 1,041,591 | 2,208,204
Adjustments for |  |  |
Depreciation of property, plant and equipment | 12 | 312,233 | 214,613
Loss on disposal of tangible fixed assets | 12 | - | 1,162
Amortisation of intangible fixed assets | 13 | (64,783) | (65,092)
Release of current asset investments |  | 281,385 | -
Finance income | 10 | - | (21,024)
Finance expense | 10 | 5,019,852 | 2,196,093
Investment income received |  | (404,250) | -
Income tax expense | 11 | 68,668 | 163,559
|  | 6,254,696 | 4,697,515
Movements in working capital: |  |  |
Increase in trade and other receivables |  | (11,708,988) | (9,015,535)
Increase in inventories |  | (13,884,306) | (32,799,143)
(Decrease)/increase in trade and other payables |  | (26,456,491) | 27,746,970
(Decrease)/increase in provisions and employee benefits |  | (16,025) | 16,025
Increase/(decrease) in other liabilities |  | 535,307 | (240,029)
Cash generated from operations |  | (45,275,807) | (9,594,197)
Net cash used in operating activities |  | (45,275,807) | (9,594,197)
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment |  | (863,884) | (453,248)
Sale of property, plant and equipment |  | - | 90,194
Purchase of intangibles | 13 | - | (18,664)
Purchase of fixed asset investments |  | - | (61,967)
On acquisition of subsidiary |  | - | 205,176
HP interest paid |  | (31,982) | (11,411)
Interest received |  | - | 21,024
Investment income received |  | 404,250 | -
Net cash used in investing activities |  | (491,616) | (228,896)
Page 19
KONEXUS HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  |  | 2025 | 2024
|  |  |  | $ | $
Cash flows from financing activities |  |  |
Proceeds of new loans |  | 39,813,549 | 20,919,952
Repayment of loans |  | - | (50,407)
Payments of finance lease creditors |  | (115,764) | 382,741
Interest paid |  | (4,987,870) | (2,184,682)
Net cash from financing activities |  | 34,709,915 | 19,067,604
Net (decrease)/increase in cash and cash equivalents |  | (11,057,508) | 9,244,511
Cash and cash equivalents at the beginning of year |  | 15,909,824 | 6,665,313
Cash and cash equivalents at the end of the year |  | 4,852,316 | 15,909,824
The notes on pages 21 to 44 form part of these financial statements. Page 20
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies
| 1.1 | Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company: ∙has power over the investee; ∙is exposed, or has rights, to variable returns from its involvement with the investee; and ∙has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including: ∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders; ∙potential voting rights held by the Company, other vote holders or other parties; ∙rights arising from other contractual arrangements; and ∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Page 21
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.2 | Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
| 1.3 | 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 Group recognises revenue when it transfers control over a product or service to a customer. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
| 1.4 | Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Page 22
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
| 1.6 | 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 23
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.7 | Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.
| 1.8 | Employee benefits
| Contributions from employees to third parties to defined benefit plans
Discretionary contributions made by employees or third parties reduce service cost upon payment of these contributions to the plan. When the formal terms of the plans specify that there will be contributions from employees or third parties, the accounting depends on whether the contributions are linked to service, as follows: ∙If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability (asset). ∙If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the entity reduces service cost by attributing the contributions to periods of service using the attribution method required by IAS 19 paragraph 70 for the gross benefits. For the amount of contribution that is independent of the number of years of service, the entity reduces service cost by attributing contributions to the employees’ periods of service in accordance with IAS 19 paragraph 70. Page 24
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.9 | Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred taxation The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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.
| 1.10 | Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
|  | Freehold property | 2.5% straight line basis
|  | Plant and machinery | 5% straight line basis
|  | Motor vehicles | 20% straight line basis
|  | Fixtures and fittings | 10% - 15% straight line basis
|  | Office equipment | 25% - 40% straight line basis
Page 25
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.11 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
| 1.12 | Inventories
Stocks consist of ferrous and non-ferrous metals held by the Company and are valued at fair value less costs to sell in accordance with the alternative accounting rules permitted by the Companies Act 2006 and with the provisions of IAS 2. The entity operates in an active metal market and there is a liquid market for the stock on the London Market Exchange (LME). All metals are valued at period end closing values as published by the London Market Exchange (LME), an internationally recognised and readily available pricing mechanism. Any changes in fair value are recognised in the profit and loss account in the period in which they occur. Post period-end diminution in value will only be considered as an indicator of impairment of metal stocks to the extent that the total diminution of metal stocks is material after considering the derivative contracts on metals in place at the year end. In other words, impairment is only considered to the extent the Company has a net metal stock exposure.
| 1.13 | 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.
| 1.14 | 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. Page 26
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.15 | Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
| 1.16 | Financial instruments
Financial assets and financial liabilities are recognised when a Group 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.
| 1.17 | Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts, interest rate swaps and cross currency swaps. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL. Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of IFRS 9 are not separated. The entire hybrid contract is classified and subsequently measured at either amortised cost or FVTPL as appropriate.
| 1.18 | Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM. Page 27
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.19 | Non-controlling interests
For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the acquiree at the non-controlling interest's proportionate share of the acquiree's net assets. For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity's net assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Other components of non-controlling interest such as outstanding share options are generally measured at fair value. The Group has not elected to take the option to use fair value in acquisitions completed to date. From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of amendment has not been restated.
2. | Reporting entity
The consolidated financial statements of Konexus Holdings Limited (the "Company") and subsidiaries (the "Group") for the year ended 31 December 2025 were authorised for issue in accordance with a resolution of the board of directors. The Company is a private limited company by shares and registered in England and Wales. The registered office of the Company is 14 Brook's Mews, London, W1K 4DG. The entity is domiciled and incorporated in the United Kingdom ("UK"). The Group is primarily involved in the buying and selling of metal and pulses commodities. Page 28
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Basis of preparation
The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 19 June 2026. Details of the Group's accounting policies, including changes during the year, are included in note 1. The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of comprehensive income in these financial statements. In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group 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. The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 4. Transition to International Financial Reporting Standards For all accounting periods up to and including the year ended 31 December 2024, the Group 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 been prepared using IFRS. The impact of the transition to IFRS on 1 January 2024 is shown in 3.1 and 3.2 below. Going concern The financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future. As part of the assessment of the appropriateness of adopting the going concern basis when preparing the financial statements, the director has considered the current strength of the Group’s liquidity, recent trading performance indicators and the potential impact of forecast scenarios on the Group’s financial position over the period of its assessment. The director is confident that the Group has adequate liquidity for the period through to June 2027.
| 3.1 Basis of measurement
The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.
| Items | Measurement basis
| Trade receivables | Following the adoption of IFRS, the valuation trade receivables has been treated as the trade receivable amount less the expected credit loss provision as per IFRS 9.
Page 29
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Basis of preparation (continued)
| 3.2 Changes in accounting policies i) New standards, interpretations and amendments effective from 1 January 2024
On adoption of IFRS, the Company chose to adopt the Expected Credit Loss approach as set put under IFRS 9. In light of this, the balances within trade and other receivables have been reviewed for the impact of the transition. Upon review of these balances, the transitional impact is not material to the Company or Group financial statements. As a result of this, no transitional restatement has been made within the accounts. Further to this, following the adoption IFRS, the Company and Group are required to report the capitalisation of leases under IFRS 16. This has also been reviewed for the impact to prior year accounts, and we note that this is also not a material impact to the financial statements. As such, no adjustment has been recognised in relation to operating leases in the prior year. Per the above, the transition to IFRS has not had a material impact on the financial statements and as such no further disclosures are required within the Company or Group financial statements.
4. | Accounting estimates and judgments
| 4.1 Estimates and assumptions
Stock valuation basis As described in note 1.12 above the Group values stocks of ferrous and non-ferrous metals at fair value. This policy is in accordance with the alternative accounting rules permitted by the Companies Act 2006 and per IAS 2. This is a departure from the general requirement to value stocks at cost less estimated selling price less costs to complete and sell. The Director believe that unless a policy of valuing stocks at fair value is adopted the accounts would not provide a true and fair view. Stock provisions There is estimation uncertainty in calculating stock provisions. The Group holds short-term investments as hedging instruments. Stock is reviewed and where necessary provisions are made for any items returned post year end. Impairment of debtors The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. Page 30
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Revenue
| The following is an analysis of the Group's revenue for the year from continuing operations:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Sale of goods | 251,686,522 | 178,466,590
| Rent receivable | - | 142,686
| Other income | 514,151 | -
|  | 252,200,673 | 178,609,276
| Analysis of revenue by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| United Kingdom | 20,739,304 | 36,229,969
| Rest of Europe | 108,250,614 | 124,801,718
| Rest of the world | 123,210,755 | 17,577,589
|  | 252,200,673 | 178,609,276
6. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Government grants receivable | 98,465 | -
7. | Expenses by nature
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Raw materials and consumables used | 226,726,229 | 165,129,953
| Employee costs | 2,945,088 | 2,500,061
| Transportation expenses | 9,658,953 | 4,096,796
Page 31
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 19,518 | 27,744
| Fees payable to the Company's auditor and its associates in respect of: | - | -
| The auditing of accounts of associates of the Company | 142,515 | 61,300
9. | Employee benefit expenses
| Group
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Employee benefit expenses (including director) comprise: |  |
| Wages and salaries | 2,746,835 | 2,397,375
| National insurance | 176,218 | 95,561
| Defined contribution pension cost | 22,035 | 7,325
|  | 2,945,088 | 2,500,261
| The monthly average number of persons, including the director, employed by the Group during the year was as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | No. | No.
| Director | 1 | 1
| Staff | 124 | 83
|  | 125 | 84
Page 32
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Finance income and expense
| Recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
Finance income |  |
| Interest on: |  |
| - Bank deposits | 47,705 | 21,024
| Total interest income arising from financial assets measured at amortised cost or FVOCI | 47,705 | 21,024
| Total finance income | 47,705 | 21,024
| Finance expense |  |
| Bank interest payable | 1,232,380 | 451,442
| Interest payable to financial institutions | 3,755,490 | 1,733,240
| Hire purchase interest payable | 31,982 | 11,411
| Total finance expense | 5,019,852 | 2,196,093
| Net finance expense recognised in profit or loss | (4,972,147) | (2,175,069)
Page 33
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Tax expense
| 11.1 Income tax recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Current tax |  |
| Current tax on profits for the year | 32,571 | 129,036
| Adjustments in respect of prior years | - | (4,277)
| Total current tax | 32,571 | 124,759
| Deferred tax expense |  |
| Origination and reversal of timing differences | - | (38,800)
| Total deferred tax | - | (38,800)
|  | 32,571 | 85,959
| 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 profits for the year are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Profit for the year | 1,041,591 | 2,208,204
| Income tax expense (including income tax on associate, joint venture and discontinued operations) | 32,571 | 85,959
| Profit before income taxes | 1,074,162 | 2,294,163
| Tax using the Company's domestic tax rate of 25% (2024:25%) | 268,541 | 573,541
| Non-tax deductible amortisation of goodwill and impairment | (16,196) | (16,273)
| Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment | - | 8,629
| Capital allowances for the year in excess of depreciation | - | 19
| Utilisation of tax losses | (2,539) | (53,785)
| Adjustments to tax charge in respect of prior periods | - | (4,277)
| Non-taxable income | (39,926) | (12,605)
| Unrelieved tax losses carried forward | 220,723 | 21,720
| Effect of overseas tax rates | (398,032) | (431,010)
| Total tax expense | 32,571 | 85,959
| There were no factors that may affect future tax charges.
Page 34
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Property, plant and equipment
| Group
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | $ | $ | $ | $ | $
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | - | 4,380,069 | 19,875 | 35,283 | 4,435,227
| Additions | 2,972 | 103,871 | 329,790 | 16,615 | 453,248
| Acquisition of subsidiary | - | 3,826 | 49,768 | 8,373 | 61,967
| Disposals | - | (45,879) | (51,095) | - | (96,974)
| Transfers between classes | 883,480 | (883,480) | - | - | -
| At 31 December 2024 | 886,452 | 3,558,407 | 348,338 | 60,271 | 4,853,468
| Additions | 408,158 | 303,774 | 136,697 | 15,255 | 863,884
| Disposals | - | - | (4,667) | (3,872) | (8,539)
| At 31 December 2025 | 1,294,610 | 3,862,181 | 480,368 | 71,654 | 5,708,813
|  | Freehold property | Plant and machinery | Motor vehicles | Fixtures and fittings | Total
|  | $ | $ | $ | $ | $
| Accumulated depreciation and impairment |  |  |  |  |
| At 1 January 2024 | - | 143 | 453 | 13,426 | 14,022
| Charge owned for the year | 20,391 | 161,323 | 10,836 | 7,218 | 199,768
| Charged financed for the year | - | - | 13,339 | - | 13,339
| Disposals | - | - | (5,618) | - | (5,618)
| At 31 December 2024 | 20,391 | 161,466 | 19,010 | 20,644 | 221,511
| Charge owned for the year | 35,384 | 193,995 | 2,186 | 12,009 | 243,574
| Charged financed for the year | - | - | 70,667 | - | 70,667
| Disposals | - | - | (4,667) | (3,872) | (8,539)
| At 31 December 2025 | 55,775 | 355,461 | 87,196 | 28,781 | 527,213
| Net book value |  |  |  |  |
| At 31 December 2024 | 866,061 | 3,396,941 | 329,328 | 39,627 | 4,631,957
| At 31 December 2025 | 1,238,835 | 3,506,720 | 393,172 | 42,873 | 5,181,600
Page 35
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 12.Property, plant and equipment (continued)
| 12.1. Assets held under leases
| The net book value of owned and leased assets included as "Property, plant and equipment" in the Consolidated statement of financial position is as follows:
|  | 31 December 2025 | 31 December 2024
|  | $ | $
| Property, plant and equipment owned | 4,426,661 | 4,165,506
| Right-of-use assets, excluding investment property | 754,939 | 466,451
|  | 5,181,600 | 4,631,957
| Information about right-of-use assets is summarised below: Net book value
|  |  |  | 31 December 2025 | 31 December 2024
|  |  |  | $ | $
| Property | 471,939 | 112,784
| Motor vehicles | 283,000 | 353,667
|  | 754,939 | 466,451
| Depreciation charge for the year ended
|  |  |  | 31 December 2025 | 31 December 2024
|  |  |  | $ | $
| Motor vehicles | 70,667 | 13,339
Page 36
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Intangible assets
| Group
|  | Goodwill | Negative goodwill | Total
|  | $ | $ | $
| Cost |  |  |
| At 1 January 2024 | - | (342,571) | (342,571)
| Additions - external | 18,664 | - | 18,664
| At 31 December 2024 | 18,664 | (342,571) | (323,907)
| At 31 December 2025 | 18,664 | (342,571) | (323,907)
|  | Goodwill | Negative goodwill | Total
|  | $ | $ | $
| Accumulated amortisation and impairment |  |  |
| At 1 January 2024 | - | (94,207) | (94,207)
| Charge for the year - owned | 3,422 | (68,514) | (65,092)
| At 31 December 2024 | 3,422 | (162,721) | (159,299)
| Charge for the year - owned | 3,731 | (68,554) | (64,823)
| At 31 December 2025 | 7,153 | (231,275) | (224,122)
| Net book value |  |  |
| At 1 January 2024 | - | (248,364) | (248,364)
| At 31 December 2024 | 15,242 | (179,850) | (164,608)
| At 31 December 2025 | 11,511 | (111,296) | (99,785)
Page 37
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Subsidiaries
| Details of the Group's material subsidiaries at the end of the reporting period are as follows:
| Name of subsidiary |  | Place of incorporation and operation | Proportion of ownership interest and voting power held by the Group (%)
|  |  |  | 2025 | 2024
| 1) Konexus Resources Pte Ltd |  | Singapore | 100 | 100
| 2) Konexus International Solutions Pvt Ltd |  | India | 100 | 100
| 3) Konexus Agri Limited |  | UK | 100 | 100
| 4) Energenix Global (Thailand) Co. Limited |  | Thailand | 49 | 49
| 5) Konexus Resources Inc |  | USA | 100 | 100
| 6) Konexus Resources Canada Ltd |  | Canada | 100 | 100
| 7) Konexus Agri International Co. WLL |  | Bahrain | 100 | 100
| 8) Konexys Resources B.V |  | Netherlands | 100 | 100
| 9) Konexus Resources DMCC |  | UAE | 100 | 100
| 10) Konexus Aluminium International Co. WLL |  | Bahrain | 85 | 85
| 11) Konexus Resources Group Limited |  | UK | 100 | 100
| 12) Konexus Wealth Limited |  | UK | 100 | 100
| 14.1 Composition of the Group
| Information about the composition of the Group at the end of the reporting period is as follows:
| Company
|  |  |  | 2025 | 2024
|  |  | Note | $ | $
| Investments in subsidiary companies | 14 | 44,757,706 | 44,771,319
Page 38
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Inventories
| Group
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Finished goods and goods for resale | 48,929,071 | 37,328,457
| The amount of inventories recognised as an expense during 2025 was $226,726,229 (2024 - $103,745,929).
16. | Trade and other receivables
| Group
|  | 2025 | 2024
|  | $ | $
| Trade receivables | 31,744,547 | 19,446,475
| Trade receivables - net | 31,744,547 | 19,446,475
| Receivables from related parties | 465,306 | -
| Total financial assets other than cash and cash equivalents classified as loans and receivables | 32,209,853 | 19,446,475
| Prepayments and accrued income | 2,159,040 | 452,117
| Other receivables | 5,763,542 | 7,930,598
| Total trade and other receivables | 40,132,435 | 27,829,190
| Less: current portion - trade receivables | (31,744,547) | (19,446,475)
| Less: current portion - prepayments and accrued income | (2,159,040) | (452,117)
| Less: current portion - other receivables | (4,013,542) | (6,180,363)
| Less: current portion - receivables from related parties | (465,306) | -
| Total current portion | (38,382,435) | (26,078,955)
| Total non-current portion | 1,750,000 | 1,750,235
Page 39
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Trade and other payables
| Group
|  | 2025 | 2024
|  | $ | $
| Trade payables | 16,471,891 | 39,367,649
| Payables to related parties | 16,899 | -
| Other payables | 1,986,912 | 928,287
| Accruals | 696,623 | 4,877,371
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 19,172,325 | 45,173,307
| Other payables - tax and social security payments | 81,652 | 126,538
| Total trade and other payables | 19,253,977 | 45,299,845
| Less: current portion - trade payables | (16,471,891) | (39,367,649)
| Less: current portion - payables to related parties | (16,899) | -
| Less: current portion - other payables | (2,068,564) | (1,050,155)
| Less: current portion - accruals | (696,623) | (4,877,371)
| Total current portion | (19,253,977) | (45,295,175)
| Total non-current position | - | 4,670
| Company
|  | 2025 | 2024
|  | $ | $
| Trade payables | 1,401 | 1,401
| Payables to related parties | 83,148 | 73,236
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 84,549 | 74,637
| Total current portion | (84,549) | (74,637)
Page 40
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
18. | Loans and borrowings
| Group
|  | 2025 | 2024
|  | $ | $
| Non-current |  |
| Lease liabilities | 258,843 | 317,622
|  | 258,843 | 317,622
| Current |  |
| Bank loans - secured | 67,288,754 | 27,135,201
| Lease liabilities | 48,696 | 65,119
|  | 67,337,450 | 27,200,320
| Total loans and borrowings | 67,596,293 | 27,517,942
| 19. | Provisions
|  | Group
|  | Other provision
|  | $
| At 1 January 2025 | 16,025
| Utilised during the year | (16,025)
| At 31 December 2025 | -
|  | -
Page 41
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
20. | Share capital
| Authorised |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $ | Number | $
| Shares treated as equity |  |  |  |
| Ordinary shares of $1.00 each | 10,843,934 | 10,843,934 | 10,843,934 | 10,843,934
|  | 10,843,934 | 10,843,934 | 10,843,934 | 10,843,934
| Issued and fully paid |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | $ | Number | $
| Ordinary shares of $1.00 each |  |  |  |
| At 1 January and 31 December | 10,843,934 | 10,843,934 | 10,843,934 | 10,843,934
21. | Reserves
Other reserves A statutory reserve needs to be maintained by Konexus Aluminium International Co. WLL in accordance with Bahrain commercial companies' law. This reserve cannot be utilised for the purpose of distribution, except in such circumstances as stipulated in the Bahrain Commercial Companies law. Retained earnings The Profit and loss account consists of distributable and non-distributable reserves arising from cumulative historical profits and losses less any distributions made.
22. | Non-controlling interests
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Balance at beginning of the year | 525,858 | 262,187
| Share of profit for the year | 232,517 | 274,633
| Non-controlling interests arising on acquisition | - | (10,962)
|  | 758,375 | 525,858
Page 42
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Leases
| Group
| (i) Leases as a lessee
| The lease liability represents the discounted value of future lease payments for the lease of industrial plot taken on lease. The movement of lease liabilities during the year is as follows:
| Lease liabilities are due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Contractual undiscounted cash flows due |  |
| Not later than one year | 32,001 | 65,119
| Between one year and five years | 234,976 | 317,622
|  | 266,977 | 382,741
| The following amounts in respect of leases have been recognised in profit or loss:
|  |  |  | 2025 | 2024
|  |  |  | $ | $
| Interest expense on lease liabilities | 31,982 | 11,411
24. | Controlling party
The ultimate controlling party is Brijender Singh by virtue of their 100% shareholding in the entity.
25. | Business combinations during the year
| 25.1 Impact of acquisition on the results of the Group
During the year, the Company disposed of the entire issued share capital of Konexus Resources DMCC to the subsidiary company, Konexus Resources Group Limited. In accordance with the requirements of IAS 8, the transaction has been accounted for using merger accounting method within the subsidiary financial statements. There is no impact to the prior year figures in respect of the Konexus Holdings Limited financial statements. Page 43
KONEXUS HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
26. | Capital management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the Group. The primary objective of the Group’s capital management is to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital it requires in proportion to risk. The Group 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. In order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 December 2025 nor in the year ended 31 December 2024.
Page 44