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Registered number: 14717208 W.S INTIMORATO CAPITAL LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
W.S INTIMORATO CAPITAL LIMITED COMPANY INFORMATION
Directors | Leonardo De Abreu Santos
| Werner Maria Anton Schmidt
Registered number | 14717208
Registered office | Tower 42
| 20th Floor
| 25 Old Broad Street
| London
| EC2N 1HQ
Independent auditors | MHA
| Chartered Accountants & Statutory Auditors
| 2 London Wall Place
| London
| EC2Y 5AU
W.S INTIMORATO CAPITAL LIMITED CONTENTS
| Page
Group strategic report | 1 - 5
Directors' report | 6 - 8
Independent auditors' report | 9 - 12
Consolidated statement of profit or loss and other comprehensive income | 13 - 14
Consolidated statement of financial position | 15 - 16
Company statement of financial position | 17 - 18
Consolidated statement of changes in equity | 19
Company statement of changes in equity | 20
Consolidated statement of cash flows | 21
Company statement of cash flows | 22
Notes to the consolidated financial statements | 23 - 51
W.S INTIMORATO CAPITAL LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Group, through its parent company, serves as a holding entity for a diversified portfolio of subsidiaries operating primarily across the UK and Brazil. In the UK, the Group’s structure includes IGI Inex Holding (UK) Ltd, IGI Inex Trading (UK) Ltd, IGI Inex Resources (UK) Ltd and Intimorato Corp Ltd. The Group also acts as the ultimate parent of a Brazilian-based sub-group, with SouthCapital Holding do Brasil SA as the principal operating entity. The Group’s overarching strategy is to establish itself as a leading global participant in mineral-related activities, with an initial focus on the coloured gemstone sector, shortly to be followed by an expanding presence in broader mineral-related activities. The operational entities, particularly in the UK and Brazil, collaborate closely to support this strategy through a vertically integrated model focused on wholesale and business-to-business transactions. While the subsidiaries based in the US and Malta, along with Intimorato Corp Ltd and Intimorato Insurance Ltd in Bermuda, are currently experiencing limited activity, they remain strategically positioned for future activation in line with the Group’s long-term objectives. As a relatively young and rapidly evolving organisation, the Group acknowledges that its strategic direction will continue to develop rapidly over the coming years. This evolution will be driven by emerging opportunities and operational requirements, enabling the Group to capitalise on its global presence and industry expertise.
Business review
During the year to 31 December 2024, the Group performed as management expected, with revenues of $157,705k (2023: $114.018k). Revenue growth was derived largely from the Group's main trading entity, IGI Inex Trading (UK) Ltd. The Brazilian subsidiaries also contributed towards the turnover and profit after tax in the year. Operating profit amounted to $32,912k (2023: $9,101k) and profit after tax was $28,346k (2023: $7,502k).
Financial key performance indicators
Key financial performance indicators include: • Revenue was $157,705k (2023: $114,018k) in the year. • Gross profit margin was 22.1% (2023: 9.5%) in the year to 31 December 2024. • Operating profit margin was 20.9% (2023: 8.0%) in the year to 31 December 2024. • Working capital and cash: The Group closely monitors its working capital position, with $32,277k (2023: $5,049k) in net current assets at 31 December 2024. The Group has $4,602k (2023: Nil) in external debt as at 31 December 2024. Page 1
W.S INTIMORATO CAPITAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
The Board of Directors is committed to the effective management of risks that could impact the Group's ability to achieve its strategic objectives. Recognising the increasing complexity of the Group and the economic and operating environment, during the period management strengthened its risk management oversight, to ensure a more consistent and robust approach to risk identification, assessment and mitigation across a wider range of business risks. Key actions included: • Identifying Principal Risks: Identification and evaluation of the principal strategic, operational, financial and compliance risks facing the group. This process involves an analysis of both internal and external factors and is regularly reviewed by senior management. • Monitoring Risk Exposure: Monitoring the Group's exposure to identified risks and evaluating the effectiveness of existing controls and mitigation measures. Monitoring is done on regular consideration of key topics. Discussion of key risks Regulatory & Jurisdictional Risk. Operating across the UK, Brazil and other jurisdictions exposes the Group to regulatory complexity. Changes in relevant regulations, foreign ownership restrictions (particularly in Brazil), trade sanctions, or cross-border compliance requirements may affect operational flexibility. Supply Related Risk s. The trading segment depends on reliable suppliers. Risks include supply disruptions, provenance and quality concerns, counterparty risks and reputational risks associated with third party sourcing. The Group mitigates this through structured due diligence and screening processes. Related Party & Structural Risk. The Group operates through a multi-jurisdictional holding structure. Risks include related party disclosure complexity, transfer pricing scrutiny, arm’s length compliance and substance requirements in each jurisdiction. Proper documentation and governance frameworks are critical to mitigate regulatory challenges. Competition. The market in which the Group operates is highly competitive, and subject to disruption from new entrants, and from new technologies. To counter these risks, the Group has long standing relationships with its key clients that are based on deep market expertise and makes investment in technology where necessary. Personnel. Key to the Group's success is the ability to recruit and retain skilled personnel. This determines the consistency and quality of our service. which is key differentiator for the business. Any decline in the relative attractiveness of the Group as an employer will have an impact on performance. Economic conditions remain uncertain. The Group continues to closely monitor this and the impact it will have on business performance, revenues and the profitability and will take actions to align the business cost structure and working capital. Anti-corruption and anti-bribery risk management The Group operates in the international trading of high-value commodities across multiple jurisdictions. The Company’s Directors recognise that the nature of cross-border transactions, interaction with intermediaries and exposure to emerging markets may give rise to heightened risks relating to bribery and corruption. The Company and the Group are committed to conducting its business with integrity and in compliance with the requirements of the UK Bribery Act 2010 and other applicable anti-corruption legislation in the jurisdictions in which it operates. The Board maintains a zero-tolerance approach to bribery and corruption and expects the same standard from its counterparties, advisers and business partners. Page 2
W.S INTIMORATO CAPITAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 The Group has established policies and procedures designed to prevent, detect and address bribery and corruption risks. Management maintains oversight over compliance matters and the related internal controls designed to mitigate bribery and corruption risks. The Directors consider that the framework in place to manage this risk is proportionate to the size and nature of the Company’s activities and supports the promotion of ethical conduct and responsible business practices. The Company’s Board continues to monitor anti-corruption and anti-bribery risks as part of its broader risk management and governance responsibilities. Going Concern The Directors have assessed the financial position of the Group and the Company, including projected cash flows and future funding requirements, and have concluded that there is a reasonable expectation that both the Group and the Company have sufficient resources to continue operating for the foreseeable future. The Group's business model and strategic approach are focused on ensuring long-term sustainability, underpinned by sound financial management and careful monitoring of liquidity and risk. Outlook The Group is optimistic about its prospects for 2025 and is confident that increased trading and gains in holdings will contribute to consolidated revenues for 2025 increasing by at least 120% relative to 2024, which can in turn be anticipated to increase pretax profit by over 300%.
Other key performance indicators
The Group is in the process of developing non financial key performance indicators but have none to report as at 31 December 2024. Page 3
W.S INTIMORATO CAPITAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Group
During the year, the Directors have complied with their duty to act in a way most likely to promote the success of the Group, as per section 172(1) of the Companies Act 2006. In doing so they have had regard to: The likely consequences of any decision in the long term In considering the likely long-term consequences of its decisions, the Group comprises a holding organisation with several subsidiaries in the UK, including IGI Inex Holding (UK) Ltd, IGI Inex Trading (UK) Ltd, IGI Inex Resources (UK) Ltd and Intimorato Corp Ltd, as well as an additional group of companies based in Brazil, the principal subsidiary being SouthCapital Holding do Brasil SA. All subsidiaries within the UK and Brazil operate collaboratively to advance the Group’s overall strategy of becoming a leading global participant in the coloured gemstone industry and a significant player in other mineral-related activities. The Group functions as a vertically integrated organisation. As a young and developing enterprise, the Group acknowledges that its long-term strategy will continue to evolve in response to emerging opportunities, industry developments, and market conditions, ensuring sustainable growth and value creation for all stakeholders. The interest of the Group's employees The Directors believe that the employees serve an integral part in carrying out the strategic direction of the company. Our focus is to maintain a culture that supports and encourages a healthy lifestyle and provide a high quality affordable benefits package that is truly valued by our employees. The need to foster the Group's business relations with suppliers, customers and others The Group promotes clear and regular communication with suppliers, customers and others to develop an open and collaborative relationship with them by means of long-term partnerships where appropriate. Also the group uses trusted organisations and maintains a relationship with them over the longer term, ensures that they provide value for money and gives clarity to customers over the pricing of goods and services. The impact of the Group's operations on the community and environment The Group recognises the importance of conducting its activities responsibly and with consideration for the communities and environments in which it operates. As part of its business, the Group provides services to gemstone sellers and engages in the trading of rough gemstones with external parties. In carrying out these operations, the Group seeks to promote ethical and sustainable practices across the gemstone supply chain. This includes maintaining transparent relationships with suppliers, ensuring responsible sourcing, and supporting fair trade principles within the gemstone market. The Group is also mindful of the potential environmental impact associated with the extraction and trade of natural resources and aims to minimise its footprint by engaging only with reputable, certified sources that adhere to high standards. Within its business commitment, the Group fosters a culture of integrity, accountability and respect for local communities, contributing to the long-term sustainability and reputation of the gemstone industry. The desirability of the Group maintaining a reputation for high standards of business conduct The Group recognises the importance of maintaining a strong reputation for high standards of business conduct across all areas of its operations. As a privately owned global investment company overseeing subsidiaries in the UK and Brazil, the Group collaborates to deliver the Group's overarching strategy of becoming a leading global participant in the coloured gemstones industry, conducting transactions primarily on a wholesale, business to business basis. As a young and developing enterprise, the Group anticipates that its strategy will continue to evolve in response to emerging opportunities and changing business requirements. The Group seeks to ensure that its operations reflect professional practices and ethical management, reinforcing stakeholder confidence and supporting sustainable long-term success. The need to act fairly as between members of the Group The Directors of the Company make decisions based on all relevant information, making the best decision for the Group. Page 4
W.S INTIMORATO CAPITAL LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 This report was approved by the board and signed on its behalf.
Leonardo De Abreu Santos Director
Date: 26 June 2026
Page 5
W.S INTIMORATO CAPITAL LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Group strategic report, Directors' report and the consolidated financial statements, in accordance with applicable law. Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law they have 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 Directors must not approve the consolidated financial statements unless they are 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 Directors are 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 they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. The Directors are 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. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Principal activity
The Group and the company act as a holding company for several subsidiaries in the UK, including IGI Inex Holding (UK) Ltd, IGI Inex Trading (UK) Ltd, IGI Inex Resources (UK) Ltd and Intimorato Corp Ltd and also for an additional group based in Brazil, the principal subsidiary being SouthCapital Holding do Brasil SA. All subsidiaries of the company, both in the UK and Brazil, collaborate to fulfil the overall strategy of the group, which is to be a leading global participant in the global coloured gemstone industry as well as to be a significant player in other mineral related activities. The company and its group form a vertically integrated group of companies, conducting transactions on a wholesale, business-to-business basis. As a young business and a young group of companies, the company expects that its strategy will evolve rapidly in coming years in response to suitable opportunities and the requirements that these may entail. Page 6
W.S INTIMORATO CAPITAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Results and dividends
The profit for the year, after taxation and minority interests, amounted to $27,087 thousand (2023 - $7,246 thousand). No dividends were payable in respect of either year.
Directors
The Directors who served during the year were:
Leonardo De Abreu Santos (appointed 24 May 2024)
Werner Maria Anton Schmidt
Greenhouse gas emissions
The Group consumed less than 40,000kWh in the year under review this qualifies them as a low energy user under SECR guidelines and therefore information on greenhouse gas emissions has not been reported.
Future developments
The Group is continuing to develop its Group strategy and business model, primarily through sales via IGI Inex Trading (UK) Ltd and services offering via SouthCapital Trading Services SA. In particular, the Group is continuing to assist the structuring and offering portfolio purchases and associated servicing tailored to the needs of institutional clients. The Group's revenue progress beyond 2024 demonstrates the success of this strategy, and the potential to satisfy substantial demand for the Group's trading products and services. The Group’s revenue includes a portion comprising realised and unrealised gains on holdings of financial instruments backed by gemstones and strategies related to gemstone processing. Based on the continued positive developments in coloured gemstone prices and overall coloured gemstone demand observed during 2024, the Directors have a positive outlook for 2025. The Group intends to therefore capitalise on these trends by further strengthening its market position, expanding its trading volumes and increasing its ability to meet the needs of larger institutional portfolios and related client requirements. The Group is seeing the positive results of holding financial instruments backed by gemstones and gemstone strategies and expects this to provide a significant contribution in 2025. In parallel, the Group is broadening its activities in product sourcing, particularly within its traditional gemstone-related business and investment structures. The Group remains strongly committed to maintaining high standards of governance, transparency, and regulatory compliance across all its operations. The Directors believe that these initiatives, combined with prudent financial management and a growing institutional network, will support the Company's continued development and profitability over the coming years.
Financial instruments
The Group’s financial instruments comprise cash and cash equivalents, trade receivables, trade payables, and various other financial assets and liabilities that arise directly from its operations. Details of the financial risks faced by the Group are detailed in note 21. Page 7
W.S INTIMORATO CAPITAL LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Engagement with suppliers, customers and others
When making decisions, the Directors consider what is likely to lead to the success of the company and to be of benefit to the members as a whole over the long term. When making such decisions, the Directors also consider the interests of other key stakeholders and seek to arrive at conclusions which do not adversely impact those groups as a whole. This demonstrates the board's commitment to maintaining high standards of business conduct and professionalism.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post year end events
Post-year-end events for the Group and the Company are disclosed in detail in Note 26.
Auditors
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Leonardo De Abreu Santos Director
Date: 26 June 2026
Page 8
W.S INTIMORATO CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF W.S INTIMORATO CAPITAL LIMITED
Opinion
We have audited the financial statements of W.S Intimorato Capital Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 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 Company Statement of cash flows, the Consolidated statement of changes in equity, the Company Statement of changes in equity and the related notes, including a summary of material accounting policies set out on pages 25 - 32. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. 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 2024 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 auditors' 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 9
W.S INTIMORATO CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF W.S INTIMORATO CAPITAL 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 Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements. Page 10
W.S INTIMORATO CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF W.S INTIMORATO CAPITAL 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 Directors' 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 directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors' responsibilities statement on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. 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: ∙Enquiry of management and those charged with governance around actual and potential litigation and claims; ∙Review of legal and professional fees for evidence of legal work undertaken or fines/penalties incurred; ∙Reviewing of financial statements disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness; ∙Evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias; Page 11
W.S INTIMORATO CAPITAL LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF W.S INTIMORATO CAPITAL LIMITED (CONTINUED) ∙Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud; ∙Discussions with management over any potential or suspected fraud; ∙Performing audit work over the recognition of revenue on deliveries of services occurring at the year end to provide assurance over cut-off. 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. 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 auditors' 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. Stephen Poleykett BA (Hons) FCA (Senior statutory auditor) for and on behalf of MHA Chartered Accountants & Statutory Auditors 2 London Wall Place London EC2Y 5AU 26 June 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542.) Page 12
W.S INTIMORATO CAPITAL LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
Revenue | 6 | 157,705 | 114,018
Cost of sales |  | (122,901) | (103,239)
Gross profit |  | 34,804 | 10,779
Administrative expenses |  | (1,972) | (1,678)
Profit from operations |  | 32,832 | 9,101
Finance income | 10 | 3,762 | -
Finance expense | 10 | (3,656) | (4)
Profit before tax |  | 32,938 | 9,097
Tax expense | 11 | (4,672) | (1,595)
Profit for the year |  | 28,266 | 7,502
Other comprehensive income: |  |
Items that will or may be reclassified to profit or loss: |  |  |
Exchange gains arising on translation on foreign operations |  | (843) | (81)
|  | (843) | (81)
Other comprehensive income for the year, net of tax |  | (843) | (81)
Total comprehensive income |  | 27,423 | 7,421
Profit for the year attributable to: |  |  |
Owners of the parent |  | 27,087 | 7,246
Non-controlling interests | 20 | 1,179 | 256
|  | 28,266 | 7,502
Page 13
W.S INTIMORATO CAPITAL LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
Total comprehensive income attributable to: |  |  |
Owners of the parent |  | 26,276 | 7,165
Non-controlling interests | 20 | 1,147 | 256
|  | 27,423 | 7,421
The notes on pages 25 to 51 form part of these financial statements.
Page 14
W.S INTIMORATO CAPITAL LIMITED REGISTERED NUMBER: 14717208 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
| 2024 | 2023
Note | $000 | $000
Assets |  |
Non-current assets |  |  |
Property, plant and equipment | 12 | 3 | 5
Trade and other receivables | 15 | 76 | -
|  | 79 | 5
Current assets |  |  |
Inventories | 14 | 543 | 6
Trade and other receivables | 15 | 268,503 | 114,430
Financial assets at FVTPL | 16 | 50,000 | -
Cash and cash equivalents | 24 | 4,771 | -
|  | 323,817 | 114,436
Total assets |  | 323,896 | 114,441
Page 15
W.S INTIMORATO CAPITAL LIMITED REGISTERED NUMBER: 14717208 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
Liabilities |  |
Non-current liabilities |  |  |
Trade and other liabilities | 17 | 39 | 191
|  | 39 | 191
Current liabilities |  |  |
Trade and other liabilities | 17 | 291,539 | 109,387
|  | 291,539 | 109,387
Total liabilities |  | 291,578 | 109,578
Net assets |  | 32,318 | 4,863
Issued capital and reserves attributable to owners of the parent | 19 |  |
Share capital | 18 | 13 | 13
Foreign exchange reserve |  | (924) | (81)
Retained earnings |  | 31,878 | 4,759
|  | 30,967 | 4,691
Non-controlling interest | 20 | 1,351 | 172
TOTAL EQUITY |  | 32,318 | 4,863
The financial statements on pages 13 to 51 were approved and authorised for issue by the board of directors and were signed on its behalf by:
Leonardo De Abreu Santos
Director
Date: 26 June 2026
The notes on pages 25 to 51 form part of these financial statements. Page 16
W.S INTIMORATO CAPITAL LIMITED REGISTERED NUMBER: 14717208 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
| 2024 | 2023
Note | $000 | $000
Assets |  |
Non-current assets |  |  |
Investments |  | 1,000,127 | 1,000,127
|  | 1,000,127 | 1,000,127
Current assets |  |  |
Trade and other receivables | 15 | 13 | 13
|  | 13 | 13
Total assets |  | 1,000,140 | 1,000,140
Page 17
W.S INTIMORATO CAPITAL LIMITED REGISTERED NUMBER: 14717208 COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
Liabilities |  |
Non-current liabilities |  |  |
Current liabilities |  |  |
Trade and other liabilities | 17 | 1,000,128 | 1,000,127
|  | 1,000,128 | 1,000,127
Total liabilities |  | 1,000,128 | 1,000,127
Net assets |  | 12 | 13
Issued capital and reserves attributable to owners of the parent | 19 |  |
Share capital | 18 | 13 | 13
Retained earnings |  | (1) | -
TOTAL EQUITY |  | 12 | 13
The Company's loss for the year was $1 (2023 - $-). The financial statements on pages 13 to 51 were approved and authorised for issue by the board of directors and were signed on its behalf by:
Leonardo De Abreu Santos
Director
The notes on pages 25 to 51 form part of these financial statements. Page 18
W.S INTIMORATO CAPITAL LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Share capital | Foreign exchange reserve | Retained earnings | Total attributable to equity holders of parent | Non-controlling interest | Total equity
| $000 | $000 | $000 | $000 | $000 | $000
At 1 January 2023 | - | - | (2,486) | (2,486) | (84) | (2,570)
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 7,246 | 7,246 | 256 | 7,502
Other comprehensive income | - | (81) | - | (81) | - | (81)
Total comprehensive income for the year | - | (81) | 7,246 | 7,165 | 256 | 7,421
Contributions by and distributions to owners |  |  |  |  |  |
Issue of share capital | 13 | - | - | 13 | - | 13
Total contributions by and distributions to owners | 13 | - | - | 13 | - | 13
At 31 December 2023 | 13 | (81) | 4,760 | 4,692 | 172 | 4,864
At 1 January 2024 | 13 | (81) | 4,760 | 4,692 | 172 | 4,864
Comprehensive income for the year |  |  |  |  |  |
Profit for the year | - | - | 27,087 | 27,087 | 1,179 | 28,266
Other comprehensive income | - | (843) | - | (843) | - | (843)
Total comprehensive income for the year | - | (843) | 27,087 | 26,244 | 1,179 | 27,423
Contributions by and distributions to owners |  |  |  |  |  |
Capital contribution | - | - | - | - | 32 | 32
Total contributions by and distributions to owners | - | - | - | - | 32 | 32
At 31 December 2024 | 13 | (924) | 31,847 | 30,936 | 1,383 | 32,319
The notes on pages 25 to 51 form part of these financial statements.
Page 19
W.S INTIMORATO CAPITAL LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Share capital | Retained earnings | Total equity
| $000 | $000 | $000
Comprehensive income for the year |  |  |
Contributions by and distributions to owners |  |  |
Issue of share capital | 13 | - | 13
Total contributions by and distributions to owners | 13 | - | 13
At 31 December 2023 | 13 | - | 13
At 1 January 2024 | 13 | - | 13
Comprehensive income for the year |  |  |
Loss for the year | - | (1) | (1)
Total comprehensive income for the year | - | (1) | (1)
At 31 December 2024 | 13 | (1) | 12
The notes on pages 25 to 51 form part of these financial statements.
Page 20
W.S INTIMORATO CAPITAL LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
Cash flows from operating activities |  |  |
Profit for the year |  | 28,266 | 7,502
Adjustments for |  |  |
Depreciation of property, plant and equipment | 12 | 2 | 1
Finance income | 10 | (3,762) | -
Finance expense | 10 | 3,656 | -
Income tax paid |  | (2,720) | -
Income tax expense | 11 | 4,672 | 1,595
|  | 30,114 | 9,098
Movements in working capital: |  |  |
Increase in trade and other receivables |  | (154,185) | (114,409)
Increase in inventories |  | (537) | (6)
Increase in trade and other payables |  | 124,696 | 105,309
Cash generated from operations |  | 88 | (8)
Net cash from/(used in) operating activities |  | 88 | (8)
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment |  | - | (6)
Foreign exchange movement on translation of subsidiaries |  | (50) | -
Net cash used in investing activities |  | (50) | (6)
Cash flows from financing activities |  |  |
Issue of ordinary shares |  | - | 13
Proceeds from bank borrowings |  | 4,928 | -
Repayment of bank borrowings |  | (195) | -
Net cash from financing activities |  | 4,733 | 13
Net increase/(decrease) in cash and cash equivalents |  | 4,771 | (1)
Cash and cash equivalents at the beginning of year |  | - | 1
Cash and cash equivalents at the end of the year | 24 | 4,771 | -
The notes on pages 25 to 51 form part of these financial statements. Page 21
W.S INTIMORATO CAPITAL LIMITED COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  |  | 2024 | 2023
|  |  |  | $000 | $000
Cash flows from operating activities |  |
(Loss)/profit for the year | (1) | -
Adjustments for |  |
| (1) | -
Movements in working capital: |  |
Decrease in trade and other receivables | 1 | -
Cash flows from investing activities |  |
Cash flows from financing activities |  |
Net increase in cash and cash equivalents | - | -
Cash and cash equivalents at the end of the year | - | -
The notes on pages 25 to 51 form part of these financial statements. Page 22
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | 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. Details of the Group's accounting policies, including changes during the year, are included in note 4. 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 5. Page 23
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Basis of preparation (continued)
| 1.1 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. 1.2 Changes in accounting policies i) New standards, interpretations and amendments effective from 1 January 2024 The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2024. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The accounting standards and interpretations which the Group are considering are: Definition of Accounting Estimates - Amendments to IAS 8 The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 In line with the amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, the company discloses material accounting policies rather than significant ones. The amendments provide guidance and examples to help entities apply materiality judgements so that accounting policy disclosures are useful and relevant to users of the financial statements. ii) New standards, interpretations and amendments not yet effective The following new standards, interpretations and amendments, which are not yet effective and have not been adopted early in these financial statements, will or may have an effect on the Group's future financial statements: The accounting standards and interpretations which the Group is considering are: Lack of exchangeability - amendments to IAS 21; Presentation and disclosure in financial statements - IFRS 18; Classification of Liabilities as Current or Non-current (Amendments to IAS 1) Non-Current Liabilities with Covenants ( Amendments to IAS 1) Subsidiaries without public accountability: disclosures - IFRS 19; and Amendments to classification and measurement requirement for financial instruments - amendments to IFRS 9 and IFRS 7 The Directors anticipate that the adoption of these Standards in future periods may have an impact on the results and net assets of the Company, however, it is too early to quantify this.
Page 24
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
2. | Reporting entity
W.S Intimorato Capital Limited (the 'Company') is a limited company incorporated in England and Wales. The Company's registered office is at Tower 42 - 20th Floor, 25 Old Broad Street, London, EC2N 1HQ. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Company acts as a holding company, and its consolidated financial statements cover the holding company itself and its subsidiaries (jointly referred to as The Group). The Group develops activities and provides specialized services aimed at the mining sector, with emphasis on the production chain of coloured gemstones excluding diamonds, adopting sustainable practices and in compliance with the highest international standards of governance, integrity and socio-environmental responsibility.
3. | Functional and presentation currency
These consolidated financial statements are presented in US dollars, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. 4.Accounting policies
| 4.1 | 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. Page 25
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.1 | Basis of consolidation (continued)
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 26
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.2 | Going concern
The Directors have prepared revenue forecasts and cash flow projections for the period of at least twelve months from the date of approval of these financial statements and have assessed the Group's ability to continue as a going concern. Having patiently built the foundations for its global gemstone strategy in recent years, the Group is now seeing a significant increase in trading activity during 2025 and 2026. The UK operations are expected to become an increasingly important representative unit of the Group's international gemstone business, supporting the Group's strategy to expand its market presence and establish itself as a recognised participant within the global gemstone industry. Furthermore, the Group expects to benefit from continued increases observed in coloured gemstone pricing and in the arrival of significant new interest in the sector from sizeable participants. Through SouthCapital Holding do Brasil SA and its subsidiaries, the Group has continued to develop and provide vertically integrated services to the gemstone sector, including sourcing, logistics, processing, cutting and polishing activities, which can operate at significant scale. During 2025, the Group focused on securing and executing commercial contracts within this sector. The aggregate value of contracts entered into and under negotiation is estimated at approximately BRL 413 million (approximately USD 80 million). Management estimates that approximately 20% of these contracts, representing approximately BRL 83.7 million (approximately USD 16 million), were completed during 2025, with the remaining deliveries expected to be substantially completed during 2026. The Directors believe that these contracts provide a sustainable revenue base and support the Group's future operating cash flows. In addition, the Group continues to evaluate and develop opportunities within the mining sector in Brazil, including projects relating to iron ore, gemstone extraction and other mineral resources. The Group has identified a pipeline of potential projects which are expected to enter due diligence and evaluation phases during 2026, and be candidates for new financing. Whilst these mining opportunities are not currently included within the Group's short-term cash flow forecasts, the Directors consider them to represent potential future revenue and cashflow growth opportunities and form part of the Group's longer-term strategic objectives to become a significant participant within the mining sector. Based on the forecasts prepared, the expected revenue and cashflow generation from existing contracts, anticipated trading growth and the continued support of shareholders where required, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. Importantly, the Group has been able to work with its current facility provider, HOF I FIH S.à r.L on an extension to its term loan facility in the meantime. Accordingly, the financial statements have been prepared on a going concern basis. Page 27
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.3 | Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that: ∙deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively; ∙liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and ∙assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss. Page 28
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.3 | Business combinations (continued)
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
| 4.4 | Revenue
Management should authorise a contract with a customer only when all of the following criteria are met: a. The parties approved and signed the contract and committed to fulfilling their respective obligations. b. The rights of each party with respect to the services to be transferred can be identified c. The payment terms with respect to the services to be transferred can be identified. d. The contract has commercial substance, i.e., it is expected to affect the Company's future cash flows in terms of risk, timing, or amount. e. The consideration is likely to be received in exchange for the services to be transferred to the client. The Group, through its subsidiaries IGI Inex Trading (UK) Ltd and SouthCapital Trading Services S.A., recognises revenue from contracts with customers in accordance with the transaction price allocated to each identified performance obligation. The Group recognises revenue from the following principal sources: - Trading of rough gemstones; and - Provision of trading and related services through its subsidiary, SouthCapital Trading Services S.A., to prepare gemstones owned by customers for the market and facilitate their successful sale. Revenue is measured based on the consideration to which the Group expects to be entitled under a contract with a customer, excluding any amounts collected on behalf of third parties. Revenue is recognised when control of goods or services is transferred to the customer. Trading of Rough Gemstones Revenue from the sale of rough gemstones is recognised at the point in time when control of the goods passes to the buyer, which is generally upon delivery in accordance with the agreed terms of sale. At this stage, the performance obligation is satisfied, and the Group has an enforceable right to payment. Provision of Trading Services SouthCapital Trading Services S.A. provides services to ensure gemstones owned by customers are market-ready and appropriately positioned for successful sale. Revenue from these contracts is recognised progressively over time, based on the stage of completion of services and achievement of contractual milestones, as this reflects the transfer of benefits to the customer. If there is a significant deterioration in a client’s ability to settle outstanding invoices, the responsible Page 29
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.4 | Revenue (continued)
business area shall reassess the probability of collecting the consideration related to services rendered or to be rendered. Any adjustment required to reflect revised expectations of collectability is recognized accordingly.
| 4.5 | Employee benefits
| Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. Retirement benefit costs and termination benefits Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.
| 4.6 | Taxation
| Current tax
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.
| 4.7 | 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:
|  | Computer equipment | 25% | Straight line
Page 30
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.8 | Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first in, first out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
| 4.9 | 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.
| 4.10 | 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.
| 4.11 | 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.
| 4.12 | Financial liabilities and equity instruments
| (i) Classification as debt or equity
Debt and equity instruments issued by a group 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 31
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 4.Accounting policies (continued)
| 4.12 | 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 Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below. 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 Group derecognises financial liabilities when, and only when, the Group'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.
| 4.13 | Defined contribution schemes
Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the year to which they relate. Page 32
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Accounting estimates and judgments
In applying the Group’s accounting policies, management exercises judgment in areas that have a significant impact on the amounts recognized in the financial statements. Judgments primarily relate to the determination of the timing of revenue recognition, specifically, assessing whether revenue should be recognized over time or at a point in time. The Group recognises revenue from contracts with customers based on the transfer of control of goods or services to the client, in an amount that reflects the consideration expected in exchange for those goods or services. For SouthCapital Trading Services S.A., management has exercised judgement in determining the timing of revenue recognition under its service contracts. The Group’s contracts for gemstone-related services are structured around defined milestones, which represent distinct stages in ensuring gemstones owned by customers are market-ready and appropriately positioned for successful sale. Under the service agreement signed with customers, revenue is recognised based on the achievement of contractual milestones. In accordance with the contract terms, 20% of the total contract value is recognised at the initial stage, 70% upon completion of the second stage, and the remaining 10% upon final completion of the contract. Revenue is recognised and accrued progressively as each milestone is achieved, reflecting the transfer of service benefits to the customer, rather than deferring revenue recognition until the entire contract is completed. The increase in revenue during 2024 for the Brazilian subgroup is primarily attributable to the services rendered under an initial milestone of a key client contract. This milestone corresponds to the initial phase of the preparation process, which includes the evaluation of rough stones, identification of optimal processing locations, and the selection, contracting, and subcontracting of related services and personnel, such as operators, security, logistics, brokers, cutting and polishing, insurance, and the assessment of local and international legal requirements. For the UK subgroup no judgements or estimates have been identified. Page 33
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Revenue
| The following is an analysis of the Group's revenue for the year from continuing operations:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Sale of goods | 131,997 | 107,013
| Rendering of services | 25,708 | 7,005
|  | 157,705 | 114,018
| Analysis of revenue by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| United Kingdom | 131,981 | 107,013
| Rest of the world | 25,724 | 7,005
|  | 157,705 | 114,018
| Timing of revenue recognition:
|  |  |  | 2024 | 2023
|  |  |  | $000 | $000
| Goods and services transferred at a point in time | 131,997 | 107,013
| Goods and services transferred over time | 25,708 | 7,005
|  | 157,705 | 114,018
7. | Expenses by nature
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Employee costs | 1,130 | 627
| Depreciation of property, plant and equipment | 1 | -
Page 34
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements | 81 | 70
| Fees payable to the Company's auditors and in respect of: |  |
| Other services | 38 | 35
9. | Employee benefit expenses
| Group
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Employee benefit expenses (including directors) comprise: |  |
| Wages and salaries | 1,036 | 556
| National insurance | 89 | 71
| Defined contribution pension cost | 5 | 1
|  | 1,130 | 628
| Key management personnel compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the Directors of the Group as listed on page 2 and senior executives. Key management remuneration amounted to $1,003k (2023: $418k). The remuneration includes management fees paid to directors and senior executives, whether recognised within employee benefit expenses or consultancy and management fee expenses.
| The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | No. | No.
| Administration | 2 | 7
| Directors | 3 | 3
|  | 5 | 10
Page 35
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Finance income and expense
| Recognised in profit or loss
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
Finance income |  |
| Interest on: |  |
| - Bank deposits | 3,762 | -
| Total interest income arising from financial assets measured at amortised cost or FVOCI | 3,762 | -
| Total finance income | 3,762 | -
| Finance expense |  |
| Other loan interest payable | 2,424 | -
| Other interest payable | 1,232 | 4
| Total finance expense | 3,656 | 4
| Net finance income/(expense) recognised in profit or loss | 106 | (4)
| The above financial income and expense include the following in respect of assets (liabilities) not at fair value through profit or loss:
Page 36
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Tax expense
| 11.1 Income tax recognised in profit or loss
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Current tax |  |
| Current tax on profits for the year | 4,672 | 1,595
| Total current tax | 4,672 | 1,595
| Deferred tax expense |  |
|  | 4,672 | 1,595
| 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:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Profit for the year | 28,265 | 7,501
| Income tax expense (including income tax on associate, joint venture and discontinued operations) | 4,672 | 1,595
| Profit before income taxes | 32,937 | 9,096
| Tax using the Company's domestic tax rate of 25% (2023:23.5%) | 8,234 | 2,138
| Adjustment for long accounting periods leading to an increase/(decrease) in the tax charge | - | (507)
| Effect of profits taxed under the Brazilian Presumed Profit regime | (3,435) | -
| Other differences leading to an increase/(decrease) in the tax charge | (127) | (36)
| Total tax expense | 4,672 | 1,595
| 11.2 Current tax assets and liabilities
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Current tax liabilities |  |  |
| Corporation tax payable |  | 8,986 | 1,595
|  |  | 8,986 | 1,595
Page 37
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Property, plant and equipment
| Group
|  | Computer equipment
|  | $000
| Cost or valuation |
| At 1 January 2023 | -
| Additions | 6
| At 31 December 2023 | 6
| At 31 December 2024 | 6
|  | Computer equipment
|  | $000
| Accumulated depreciation and impairment |
| At 1 January 2023 | -
| Charge owned for the year | 1
| At 31 December 2023 | 1
| Charge owned for the year | 2
| At 31 December 2024 | 3
| Net book value |
| At 1 January 2023 | -
| At 31 December 2023 | 5
| At 31 December 2024 | 3
Page 38
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Subsidiaries
| Details of the Group's material subsidiaries at the end of the reporting period are as follows:
| Name of subsidiary |  | Principal activity | Place of incorporation and operation | Proportion of ownership interest and voting power held by the Group (%)
|  |  |  |  |  | 2024 | 2023
| 1) IGI Inex Holding (UK) Ltd | Holding company | England and Wales | 100 | 100
| 2) IGI Inex Trading (UK) Ltd | Gemstone trading | England and Wales | 100 | 100
| 3) IGI Inex Resources (UK) Ltd | Administration | England and Wales | 100 | 100
| 4) IGI Inex Finance (UK) Ltd | Dormant | England and Wales | 100 | 100
| 5) SouthCapital Holding do Brasil S.A. | Holding company | Brazil | 95 | 95
| 6) SouthCapital Mining Holding S.A. | Dormant | Brazil | 95 | 95
| 7) SouthCapital Trading Services S.A. | Gemstone processing and related services | Brazil | 95 | 95
| 8) Intimorato Corp Ltd | Holding company | England and Wales | 100 | 100
| 9) Intimorato Insurance Limited | Insurance services | Bermuda | 100 | 100
| 10) WSIC Holdings Inc | Dormant | USA | 100 | 100
| 11) SouthCapital Finance Ltda. | Dormant | Brazil | - | 100
| 12) SouthCapital Real Estate Ltda. | Dormant | Brazil | - | 100
| 13) SouthCapital Gems Ltda. | Dormant | Brazil | - | 100
| During the year, SouthCapital Finance Ltda., SouthCapital Gems Ltda. and SouthCapital Real Estate Ltda. were voluntarily dissolved and ceased to form part of the Group. Neither entity had a material impact on the Group's financial position or results for the year ended 31 December 2024.
| Company
|  |  |  | 2024 | 2023
|  |  | Note | $000 | $000
| Investments in subsidiary companies |  | 1,000,127 | 1,000,127
|  |  | 1,000,127 | 1,000,127
Page 39
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Inventories
| Group
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Finished goods and goods for resale | 543 | 6
|  | 543 | 6
| The amount of inventories recognised as an expense during 2024 was $122,901k (2023 - $103,239 k).
15. | Trade and other receivables
| Group
|  | 2024 | 2023
|  | $000 | $000
| Trade receivables | 24,560 | 26,368
| Trade receivables - net | 24,560 | 26,368
| Receivables from related parties | 243,460 | 88,043
| Total financial assets other than cash and cash equivalents classified as loans and receivables | 268,020 | 114,411
| Prepayments and accrued income | 184 | -
| Other receivables | 375 | 17
| Total trade and other receivables | 268,579 | 114,428
| Less: current portion - trade receivables | (24,560) | (26,368)
| Less: current portion - prepayments and accrued income | (184) | -
| Less: current portion - other receivables | (298) | (18)
| Less: current portion - receivables from related parties | (243,461) | (88,043)
| Total current portion | (268,503) | (114,429)
| Total non-current portion | 76 | -
| At 31 December 2024, certain trade, other and intercompany receivables were past due but had not been impaired. Management assessed these balances under the expected credit loss requirements of IFRS 9, taking into account the nature and creditworthiness of the counterparties, subsequent settlement activity, available support arrangements and other evidence of recoverability. Based on this assessment, no material impairment provision was considered necessary.
Page 40
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Company
|  | 2024 | 2023
|  | $000 | $000
| Receivables from related parties | 13 | 13
| Total financial assets other than cash and cash equivalents classified as loans and receivables | 13 | 13
| Total current portion | (13) | (13)
16. | Financial assets at FVTPL
| Financial assets include the following classes of financial assets:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
Current assets |  |
| Listed securities |  |
| Debt securities | 50,000 | -
|  | 50,000 | -
|  | 50,000 | -
| The Group holds $50,000k of RGS I secured certificates issued by QuantumRock Securitization S.à r.l. The certificates are measured at fair value through profit or loss in accordance with IFRS 9 and are held through a custody account with Quintet Luxembourg. The certificates are pledged as collateral in connection with the Group's external financing arrangements.
Page 41
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Trade and other payables
| Group
|  | 2024 | 2023
|  | $000 | $000
| Trade payables | 2,949 | 1,897
| Payables to related parties | 272,911 | 102,186
| Other payables | 4,692 | 1,616
| Accruals | 1,337 | 768
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 281,889 | 106,467
| Other payables - tax and social security payments | 9,691 | 3,113
| Total trade and other payables | 291,580 | 109,580
| Less: current portion - trade payables | (2,949) | (1,897)
| Less: current portion - payables to related parties | (272,911) | (102,186)
| Less: current portion - other payables | (14,343) | (4,537)
| Less: current portion - accruals | (1,337) | (768)
| Total current portion | (291,540) | (109,388)
| Total non-current position | 39 | 191
| Included within other payables is a secured term loan from HOF I FIH S.à r.l. entered into in June 2024. The facility had a contractual principal amount of $5,661k and bears interest at 18% per annum, comprising 12% cash interest and 6% payment-in-kind interest. Under the original facility agreement, the loan was repayable in quarterly instalments of approximately $51k, with the remaining balance due on 30 June 2025. The loan is secured by fixed and floating charges over certain assets of the Company and is supported by a personal guarantee from a director. The loan is measured at amortised cost in accordance with IFRS 9. Directly attributable transaction costs, including legal and arrangement fees, have been deducted from the initial carrying amount of the liability and are amortised over the term of the facility using the effective interest method. At 31 December 2024, the carrying amount of the facility recognised in the financial statements was $4,220k. Subsequent to the reporting date, the facility was amended and extended. Further details are provided in Note 25, Events after the Reporting Date.
Page 42
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| Company
|  | 2024 | 2023
|  | $000 | $000
| Payables to related parties | 1,000,128 | 1,000,127
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 1,000,128 | 1,000,127
| Total current portion | (1,000,128) | (1,000,127)
18. | Share capital
| The Group’s and Company’s authorised and issued share capital consists of 100 ordinary shares of £100 each, which are fully paid on a trust basis. The cash consideration for the shares is held in trust and therefore has not been recognised as cash received by the Company. The ordinary shares carry full voting rights, rights to receive dividends, and rights to participate in the distribution of capital in the event of winding up. The shares do not confer any rights of redemption. The shareholder has the right to nominate individuals to serve as directors.
| Issued |
|  | 2024 | 2024 | 2023 | 2023
|  | Number | $000 | Number | $000
| Ordinary shares of $127.31 each |  |  |  |
| At 1 January and 31 December | 100 | 13 | 100 | 13
Page 43
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Reserves
Foreign exchange reserve The foreign exchange reserve represents differences on the retranslation of foreign subsidiaries between the current and comparative years. Retained earnings The profit and loss account represents the accumulation of retained profits, net of dividends, which are in the form of distributable reserves.
20. | Non-controlling interests
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Balance at beginning of the year | 172 | (84)
| Share of profit for the year | 1,179 | 256
|  | 1,351 | 172
Page 44
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
| 21. | Financial instruments - fair values and risk management
| 21.1 Foreign currency risk management
| The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Management monitors foreign currency exposures on an ongoing basis and has not entered into any material foreign exchange hedging arrangements during the year. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
|  | Liabilities | Assets
|  | 2024 | 2023 | 2024 | 2023
|  | $000 | $000 | $000 | $000
| Brazilian Real (BRL) | 9,366 | 18,210 | 37,269 | 36,949
|  | 9,366 | 18,210 | 37,269 | 36,949
| Foreign currency sensitivity analysis
| The Group's principal foreign currency exposure arises from assets and liabilities denominated in Brazilian Reais (BRL). The following table illustrates the estimated impact on profit or loss and equity of a reasonably possible 10% strengthening or weakening of the Brazilian Real against the US Dollar, with all other variables held constant. The sensitivity analysis is based on the Group's net monetary assets and liabilities denominated in Brazilian Reais at the reporting date.
|  | USD strengthens by 10% against BRL | USD weakens by 10% against BRL
|  | 2024 | 2023 | 2024 | 2023
|  | $000 | $000 | $000 | $000
| Profit or loss | (2,790) | (495) | 2,790 | 495
| Equity | (2,790) | (495) | 2,790 | 495
Page 45
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 21.Financial instruments - fair values and risk management (continued)
| 21.2 Interest rate risk management
The Group is exposed to interest rate risk through its external borrowings and certain related party loan balances. However, these liabilities bear fixed rates of interest and therefore the Group is not exposed to significant cash flow interest rate risk arising from movements in market interest rates. Accordingly, management considers the Group's exposure to interest rate risk to be limited and no sensitivity analysis has been prepared.
| 21.3 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group and Company. The Group and Company's credit risk is primarily attributable to trade receivables. The Group and Company's exposure to credit risk arising from cash and cash equivalents is limited because the counterparties are banks with a credit rating that represents a low credit risk. The Group and Company has established a credit risk management policy under which individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer's past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 30 days from billing. Receivables with amounts owing that are more than 1 months past due are requested to settle these before further credit is granted. Usually, the Group and Company does not obtain collateral from customers. The Group and Company has no significant concentration of credit risk in industries or countries in which the customers operate. Significant concentrations of credit risk arise primarily where the Group and Company has significant exposure to individual customers. At the end of the reporting period 98% of the total trade receivables was from the Group and Company's related party. The Group and Company measures loss allowances for trade receivables on the basis of individual assessment of each customer with geographic and industry-specific factors taken into consideration where appropriate. Management have assessed the history of defaults, the amount exposed with individual customers and their individual credit risks and determined that the expected credit losses are insignificant. Page 46
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 21.Financial instruments - fair values and risk management (continued)
|  | 21.4 Liquidity risk management
|  | Liquidity and interest risk tables The following tables detail the Group'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 Group 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 Group may be required to pay.
|  |  | Carrying amount | Total | 1 - 3 months | 3 - 12 months | 1 - 2 years | 2 - 5 years | More than 5 years
|  |  | $000 | $000 | $000 | $000 | $000 | $000 | $000
| 31 December 2024 |  |  |  |  |  |  |
| Trade payables | 2,949 | 2,949 | 2,949 | - | - | - | -
| Related party liabilities | 272,911 | 272,911 | 272,911 | - | - | - | -
| Other payables and accruals | 15,720 | 15,720 | 11,118 | 4,602 | - | - | -
|  | 291,580 | 291,580 | 286,978 | 4,602 | - | - | -
|  |  | Carrying amount | Total | 1 - 3 months | 3 - 12 months | 1 - 2 years | 2 - 5 years | More than 5 years
|  |  | $000 | $000 | $000 | $000 | $000 | $000 | $000
| 31 December 2023 |  |  |  |  |  |  |
| Trade payables | 1,897 | 1,897 | - | 1,897 | - | - | -
| Related party liabilities | 102,305 | 102,305 | 102,305 | - | - | - | -
| Other payables and accruals | 5,378 | 5,378 | 5,378 | - | - | - | -
|  | 109,580 | 109,580 | 107,683 | 1,897 | - | - | -
Page 47
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below. During the year, Group companies generated revenue of approximately $131,980k (2023: $88,018k) from sales to SouthCapital Trading Ltd (Malta), an entity under common control, and 3 Sigma Capital Ltd, an entity previously under common control during the year. During the year, Group companies purchased goods and services amounting to approximately $120,850k (2023: $102,182k) from Mantovani Participações S.A. and Mantovani International Trading Ltd, companies in which Mr Werner Schmidt, the ultimate controlling party of the Group, has an interest. At 31 December 2024, the principal related party balances comprised: - $150,825k due from 3 Sigma Capital Ltd, an entity previously under common control during the year (2023: nil); - $88,018k due from SouthCapital Trading Ltd (Malta), an entity under common control (2023: $88,018k); - $143,869k due to Mantovani Participações S.A., a company in which Mr Werner Schmidt has an interest (2023: $102,182k); and - $223,032k due to Mantovani International Trading Ltd, a company in which Mr Werner Schmidt has an interest (2023: nil). The balances are unsecured, interest-free unless otherwise stated, and repayable on demand. Certain balances within the SouthCapital entities bear interest at approximately 12% per annum and are expected to be settled within twelve months of the date of approval of the financial statements. Key management personnel compensation is disclosed in Note 9.
23. | Controlling party
The ultimate controlling party is Mr Werner Schmidt.
24. | Notes supporting statement of cash flows
| Group
|  |  |  |  | 2024 | 2023
|  |  |  |  | $000 | $000
| Cash at bank available on demand | 4,771 | -
| Cash and cash equivalents in the statement of financial position | 4,771 | -
| Cash and cash equivalents in the statement of cash flows | 4,771 | -
Page 48
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
25. | Capital management
| The Group's primary objective when managing capital are to safeguard the Group's ability to continue as a going concern, so that it can provide returns for shareholders, by pricing services commensurate with the level of risk and by securing access to finance at a reasonable cost. As the Company is part of a larger group, the Company's sources of additional capital and related policies may be affected the Group's capital management objectives.
| The Group and Company defines 'capital' as including all components of equity and any amounts due from group companies with no fixed terms of repayment. Trading balances that arise from trading transactions with group companies are not regarded as capital. The Group and Company's capital structure is regularly reviewed and managed with due regard to capital management practices of the Group to which it belongs. Adjustments are made to the capital structure in light of changes in economic conditions affecting the Group, to the extent that these do not conflict with the Directors' duties under the Companies Act 2006.
| The Group and Company are not subject to any externally imposed capital requirements.
Page 49
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
26. | Events after the reporting date
| Group
a. New Commercial Contracts and Strategic Developments During 2025, the Company, through its Brazilian subsidiary South Capital Trading Services SA secured significant additional contracts with a listed fund provider that offers investors exposure to the potential appreciation generated from the cutting and polishing of rough gemstones. These agreements are materially increasing trading volumes and revenue generation in 2025. b. Capitalisation of W.S. Intimorato Capital Limited As previously announced, in November 2025, the Company’s equity share capital of $1.5 billion was fully paid in by its shareholder, Werner Schmidt. The equity was funded via contributions of Certificates of QuantumRockSec 11/05/2027 Compartment Rough Gemstone Alpha. c. Capitalisation of Intimorato Corp Ltd As previously announced, in November 2025, the Company invested $1.5 billion into the capital of its wholly owned subsidiary, Intimorato Corp Ltd. The equity was funded via contributions of Certificates of QuantumRockSec 11/05/2027 Compartment Rough Gemstone Alpha. d. Loan from SouthCapital Trading Ltd As previously announced, in November 2025, the Company drew down on a $1.1 billion loan from SouthCapital Trading Ltd, a Malta company. The loan was funded via contributions of Certificates of QuantumRockSec 11/05/2027 Compartment Rough Gemstone Alpha. e. Capitalisation of IGI Inex Holding (UK) Ltd As previously anticipated, in December 2025, the Company capitalised its wholly owned subsidiary, IGI Inex Holding (UK) Ltd, through a capital contribution of $1.0 billion. In addition, the Company advanced a $100 million shareholder loan to IGI Inex Holding (UK) Ltd to support the capitalisation and funding requirements of its subsidiary companies. Both the capital contribution and shareholder loan were funded via contributions of Certificates of QuantumRockSec 11/05/2027 Compartment Rough Gemstone Alpha.. f. Incorporation and Initial Trading of MIGH Merov International Gemstone Holding Ltd In December 2025, MIGH Merov International Gemstone Holding Ltd was established as a wholly owned subsidiary of the Company. Furthermore, MIGH Merov International Gemstone Holding Ltd in turn established a wholly owned subsidiary, MIT Merov International Trading Ltd. Both newly established companies were established to develop additional gemstone trading activities and conducted their first transactions in December 2025. g. Gains in Holdings of Gemstone Backed Financial Instruments During 2025, various companies within the Group benefited from holdings of gemstone backed financial instruments which have appreciated in value over time. This has resulted in significant gains on these holdings accruing in 2025. h. Group Restructuring and Additional Investments As part of the Group's strategic review, IGI Inex Resources (UK) Ltd and IGI Inex Finance (UK) Ltd have been deemed no longer relevant to group strategy and will be closed down in 2026 to improve operational efficiency and achieve better alignment with the Group's investment objectives. Separately, the capitalisation of IGI Inex Trading (UK) Ltd will be increased to approximately $10 million in 2026 to support its growing importance in the Group. i. Additional Capitalisation Requirement of Intimorato Insurance Ltd Although this subsidiary is not yet active, Intimorato Insurance Ltd, a Bermuda company, continues to incur ongoing costs and the Group has acknowledged a requirement to contribute at least $0.3m to address minimum regulatory balances and ongoing liquidity needs, which it intends to rectify by the third Page 50
W.S INTIMORATO CAPITAL LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 26.Events after the reporting date (continued) quarter of 2026. j. Amendment of HOF Facility On 7 May 2026, the Group entered into an amendment deed with HOF I FIH S.à r.l. in respect of its secured term loan facility. The amendment extended the contractual termination date of the facility from 30 June 2025 to 29 May 2026 and amended certain commercial terms of the facility, including the capitalisation of certain outstanding interest and amendment fees into the facility balance. As the amendment was agreed after the reporting date, no adjustment has been made to the amounts recognised in these financial statements. The Directors have considered the extension as part of their assessment of the Group's ability to continue as a going concern.
Page 51