Origin Commodities Limited

	Page
Strategic Report	1—2
Directors' Report	3
Independent Auditor's Report	4—7
Profit and Loss Account	8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Notes to the Statement of Cash Flows	13
Notes to the Financial Statements	14—21

The directors present their strategic report for the year ended 31 December 2025.

Review of the Business

Origin Commodities Ltd (The "Company") is engaged in the international procurement, storage, risk management, and trading of green coffee beans, specialising in both Arabica and Robusta coffee. The Company sources coffee from major producing countries including Ethiopia, Uganda, Brazil, and Vietnam, and supplies customers across the United Kingdom, the United States, and European markets.

The Company's business model encompasses the purchase, storage and sale of physical coffee through both spot and forward contracts. Inventory is maintained in strategically located warehouses to support customer demand, optimise logistics and facilitate timely delivery.

Given the inherent volatility of global coffee prices, the Company actively manages commodity price exposure through a combination of physical purchase and sales contracts together with exchange-traded derivative instruments, including coffee futures and options. These instruments are used solely for commercial risk management purposes to reduce the Company's exposure to adverse movements in coffee prices and to protect trading margins. Hedging strategies are continuously monitored and aligned with the Company's physical trading positions and risk management policies.

The Company maintains long-term relationships with producers, exporters, cooperatives and international customers, enabling it to secure reliable supplies of quality coffee while providing customers with consistent service and competitive pricing.

During the year, the Company continued to operate in a challenging market environment characterised by significant volatility in coffee prices, freight costs, foreign exchange rates and geopolitical developments affecting global supply chains. Despite these conditions, the Company remained focused on disciplined trading, prudent inventory management, effective risk mitigation and maintaining adequate liquidity to support its commercial activities.

The Directors continually monitor market developments, including crop forecasts, weather conditions, production levels, global demand trends and macroeconomic developments, enabling the Company to respond proactively to changing market conditions.

The Directors believe that the Company's diversified sourcing strategy, established customer relationships and comprehensive risk management framework position it well to continue operating successfully in the international coffee market.

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Origin Commodities Limited

Strategic Report (continued)

For The Year Ended 31 December 2025

Principal Risks and Uncertainties

Commodity Price Risk

Coffee prices are highly volatile and are influenced by weather conditions, crop yields, production forecasts, geopolitical events, changes in global supply and demand, and macroeconomic developments. Significant price movements may adversely affect inventory values, purchase commitments and trading margins.

To mitigate this risk, the Company actively manages its commodity price exposure through a combination of physical purchase and sales contracts together with exchange-traded coffee futures and options. Hedging transactions are undertaken to reduce exposure arising from physical inventory and contractual commitments and are monitored against approved risk limits. While hedging significantly reduces market risk, it cannot eliminate basis risk, timing differences or residual market exposures.

Derivative and Hedging Risk

The Company uses exchange-traded futures and options as part of its overall commodity risk management strategy. Although these instruments are intended to mitigate price risk, they expose the Company to risks including hedge ineffectiveness, basis risk, margin call requirements, option premium costs, liquidity constraints and market volatility.

Management continuously monitors hedge positions, margin requirements and hedge effectiveness to ensure that derivative exposures remain consistent with the Company's underlying physical positions and approved risk management policies.

Foreign Exchange Risk

The Company conducts purchases, sales and financing activities in multiple currencies. Fluctuations in foreign exchange rates may impact profitability and cash flows.

Currency exposures are regularly monitored and managed through natural hedging, contractual pricing arrangements and treasury risk management procedures where appropriate.

Supply Chain Risk

The Company sources coffee primarily from Ethiopia, Uganda, Brazil and Vietnam. Supply disruptions may arise from adverse weather events, climate change, political instability, export restrictions, transportation delays, port congestion or other logistical challenges.

The Company mitigates these risks by maintaining diversified sourcing relationships, monitoring crop developments across producing regions and maintaining appropriate inventory levels where commercially justified.

Financial key performance indicators

The business strategy and risk approach are determined by the directors.

The key performance indicators used by management are as follows:

31 December 2025 31 December 2024

$ $

Turnover 28,153,187 10,164,184

Gross profit 1,709,444 918,442

Gross profit margin 6.07% 9.03%

Profit before tax 63,562 187,745

The company has been able to increase its turnover even thought the gross profit margin are reducing, the net profit before tax is reasonable which is remarkable while considering the present market challenges and achieve growth at the same time.

Overall the performance of the company for 2025 is very satisfying and provides confidence that the company can capitalize on its unique capabilities and achieve the desired growth in the years to come.

On behalf of the board

Mr Asheesh Anand

Director

01/09/2026

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Origin Commodities Limited

Company No. 12902664

Directors' Report For The Year Ended 31 December 2025

Directors' Report

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

Principal Activity

The company's principal activity continues to be that of wholesale trade of coffee beans.

Directors

The directors who held office during the year were as follows:

Mr Asheesh Anand

Mr Maneesh Anand

Mr Christopher Gulliver

Statement of Directors' Responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Independent Auditors

The auditors, RDH Accountants Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Asheesh Anand

Director

01/09/2026

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Independent Auditor's Report

to the Members of

Origin Commodities Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Origin Commodities Limited for the year ended 31 December 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

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

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 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.

Emphasis of Matter

We draw attention to Note 24 to the financial statements, which describes an unrealised gain recognised in respect of outstanding coffee supply contracts with Horra Trading. As explained in Note 24, the amount recognised is based on significant estimates and judgements, including the price expected to apply to future deliveries, the volume the directors consider most probable of being delivered, and the extent to which Horra Trading will perform its remaining contractual obligations, and the amount ultimately realised may differ from the amount recognised. Our opinion is not modified in respect of this matter.

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Origin Commodities Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

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

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

Origin Commodities Limited

Auditor's Responsibilities for the Audit of the Financial Statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks.

Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified the principal risks of non-compliance with laws and regulations. We considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure. Audit procedures performed by the engagement team included:

Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and

Assessment of identified fraud risk factors; and

Challenging assumptions and judgements made by management in its significant accounting estimates; and

Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and

Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transaction; and

Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and

Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation; and

Physical safeguarding controls for stock have been reviewed to ensure they are adequate for the business.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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Independent Auditor's Report (continued)

to the Members of

Origin Commodities Limited

Use Of Our Report

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

Hemal Doshi (Senior Statutory Auditor)

for and on behalf of RDH Accountants Ltd , Statutory Auditor

01/09/2026

RDH Accountants Ltd

21 High Street

Harrow on the Hill

Middlesex

HA1 3HT

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Origin Commodities Limited

Profit and Loss Account

For The Year Ended 31 December 2025

Profit and Loss Account

		2025	2024
	Notes	$	$
TURNOVER	3	28,153,187	10,164,184
Cost of sales		(26,443,743 )	(9,245,742 )

GROSS PROFIT		1,709,444	918,442

Administrative expenses		(1,188,923 )	(1,150,726 )
Other operating income		59,471	42,915

OPERATING PROFIT/(LOSS)	5	579,992	(189,369 )
Loss on disposal of fixed asset investments		(915)	-
Other interest receivable and similar income	10	1,517,548	676,263
Interest payable and similar charges	11	(2,033,063 )	(299,149 )

PROFIT BEFORE TAXATION		63,562	187,745
Tax on Profit		-	-

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR		63,562	187,745

The notes on pages 13 to 21 form part of these financial statements.

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Origin Commodities Limited

Statement of Comprehensive Income

For The Year Ended 31 December 2025

Statement of Comprehensive Income

	2025	2024
	$	$
PROFIT FOR THE FINANCIAL YEAR	63,562	187,745
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	63,562	187,745

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Origin Commodities Limited

Balance Sheet

As At 31 December 2025

Balance Sheet

Registered number: 12902664

		2025		2024
	Notes	$	$	$	$
FIXED ASSETS
Tangible Assets	13		773		-
Investments	14		-		914

			773		914
CURRENT ASSETS
Stocks	15	5,979,352		5,862,179
Debtors	16	4,630,066		2,475,862
Cash at bank and in hand		57,239		191,527

		10,666,657		8,529,568
Creditors: Amounts Falling Due Within One Year	17	(9,415,352 )		(7,856,420 )

NET CURRENT ASSETS (LIABILITIES)			1,251,305		673,148

TOTAL ASSETS LESS CURRENT LIABILITIES			1,252,078		674,062

Creditors: Amounts Falling Due After More Than One Year	18		(2,718,471 )		(2,204,017 )

NET LIABILITIES			(1,466,393 )		(1,529,955 )

CAPITAL AND RESERVES
Called up share capital	20		609,212		609,212
Share premium account			900,000		900,000
Profit and Loss Account			(2,975,605 )		(3,039,167 )

SHAREHOLDERS' FUNDS			(1,466,393)		(1,529,955)

On behalf of the board

Mr Asheesh Anand

Director

01/09/2026

The notes on pages 13 to 21 form part of these financial statements.

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Origin Commodities Limited

Statement of Changes in Equity

For The Year Ended 31 December 2025

Statement of Changes in Equity

	Share Capital	Share Premium	Profit and Loss Account	Total
	$	$	$	$
As at 1 January 2024	609,212	900,000	(3,226,912 )	(1,717,700)
Profit for the year and total comprehensive income	-	-	187,745	187,745

As at 31 December 2024 and 1 January 2025	609,212	900,000	(3,039,167 )	(1,529,955)


Profit for the year and total comprehensive income	-	-	63,562	63,562

As at 31 December 2025	609,212	900,000	(2,975,605 )	(1,466,393)

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Origin Commodities Limited

Statement of Cash Flows

For The Year Ended 31 December 2025

Statement of Cash Flows

		2025	2024
	Notes	$	$
Cash flows from operating activities
Net cash generated from operations	1	583,854	190,166
Interest paid		(1,300,854 )	(299,149 )

Net cash used in operating activities		(717,000 )	(108,983 )

Cash flows from investing activities
Proceeds from disposal of investment in subsidiary undertaking		914	1
Proceeds from disposal of other fixed asset investments		(915 )	-
Interest received		2,200	-

Net cash generated from investing activities		2,199	1

Cash flows from financing activities
Repayment of bank borrowings		-	(799,933 )
Proceeds from new other loans		514,454	1,054,017
Repayment of finance leases		(794 )	-

Net cash generated from financing activities		513,660	254,084



(Decrease)/increase in cash and cash equivalents		(201,141 )	145,102
Cash and cash equivalents at beginning of year	2	191,527	46,425
Foreign exchange gains on cash and cash equivalents		66,853	-

Cash and cash equivalents at end of year	2	57,239	191,527

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Origin Commodities Limited

Notes to the Statement of Cash Flows

For The Year Ended 31 December 2025

Notes to the Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	$	$
Profit for the financial year	63,562	187,745
Adjustments for:
Interest expense	2,033,063	299,149
Interest income	(1,517,548 )	(676,263 )
Depreciation of tangible assets	21	2,567
Reversal of impairment of fixed asset investments	-	(60,396)
Loss on disposal of fixed asset investments	915	-
Profit on revaluation of fixed assets	(59,471)	(42,915)
Foreign exchange losses	42,448	97,435
Movements in working capital:
Increase in stocks	(117,173 )	(5,111,980 )
(Increase)/decrease in trade and other debtors	(2,153,104 )	435,449
Increase in trade and other creditors	2,291,141	5,059,375

Net cash generated from operations	583,854	190,166

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	$	$
Cash at bank and in hand	57,239	191,527

3. Analysis of changes in net debt

	As at 1 January 2025	Cash flows	New finance leases	As at 31 December 2025
	$	$	$	$
Cash at bank and in hand	191,527	(134,288)	-	57,239
Finance leases	-	794	(794)	-
Debts falling due after more than one year	(2,204,017)	(514,454)	-	(2,718,471)

	(2,012,490)	(647,948)	(794)	(2,661,232)

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Origin Commodities Limited

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Origin Commodities Limited is a private company, limited by shares, incorporated in England & Wales, registered number 12902664 . The registered office is Welby House, Wilton Road, Pimlico, London, SW1V 1DW. The principal activity during the year was that of wholesale of coffee, tea, cocoa, and spices.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis. The directors continually assess the Company’s ability to continue operating as a going concern.

The Company’s forecasts and projections, which consider reasonably possible changes in trading performance, indicate that it has sufficient resources to continue operating. This assessment is supported by the Company’s trading performance since the reporting date.

In addition, the Company’s immediate parent has provided a signed letter confirming its commitment to support the Company in meeting its financial obligations as they fall due and enabling it to continue trading for at least 12 months from the date the financial statements are signed.

2.3. Significant judgements and estimations

The preparation of financial statements requires management to make critical accounting estimates and exercise judgement when applying the Company’s accounting policies.

Estimates and judgements are reviewed continually and are based on historical experience and other relevant factors, including expectations of future events considered reasonable under the circumstances. As these estimates and assumptions relate to future events, the resulting accounting estimates may differ from the actual outcomes.

The following judgements and key sources of estimation uncertainty have the most significant effect on the amounts recognised in the financial statements:

Recoverability of Trade Receivables

Management assesses whether an impairment provision is required for trade receivables. This assessment considers the financial position and performance of customers, including their ability to settle outstanding amounts. Based on this assessment, the directors are satisfied that no impairment provision is required in respect of trade receivables.

Fair Value of Stock

Management determines the fair value of stock by reference to quoted prices for identical assets in an active market.

Fair Value of Financial Instruments

Financial instruments are measured at fair value at the reporting date. Management determines their fair value using quoted prices in an active market for identical instruments with similar terms.

Deferred Tax Assets

Deferred tax assets are recognised only to the extent that it is probable that they will be recovered through the reversal of deferred tax liabilities or the availability of future taxable profits. In assessing the probability of recovery, management exercises judgement and evaluates the Company’s expected future profitability based on approved business forecasts.

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery

5 years

2.6. Stocks and Work in Progress

Stocks are measured at fair value less costs to sell. Changes in fair value are recognised in profit or loss. Fair value is determined by reference to quoted prices in an active market.

2.7. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.8. Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;at cost less impairment for all other investments.

at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

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

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.9. Foreign Currencies

Functional and Presentation Currency

The Company’s functional and presentation currency is the United States dollar (USD). The financial statements are presented in USD and rounded to the nearest dollar.

Transactions and Balances

Transactions denominated in foreign currencies are translated into the functional currency using the spot exchange rate prevailing on the transaction date.

At the end of each reporting period, foreign currency monetary assets and liabilities are translated using the closing exchange rate. Non-monetary items measured at historical cost are translated using the exchange rate prevailing on the transaction date, while non-monetary items measured at fair value are translated using the exchange rate prevailing on the date the fair value was determined.

Foreign exchange gains and losses arising from the settlement of foreign currency transactions and the retranslation of monetary assets and liabilities at period-end exchange rates are recognised in profit or loss. The exception gains and losses relating to qualifying cash flow hedges, which are deferred in other comprehensive income.

Foreign exchange gains and losses relating to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within finance income or finance costs, as appropriate. All other foreign exchange gains and losses are presented within other operating income.

2.10. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of 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 company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2025	2024
	$	$
United Kingdom	20,199,163	10,164,184
Europe	6,687,472	-
North America	1,064,952	-
Asia	201,600	-

	28,153,187	10,164,184

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Companyand the revenue can be reliably measured. Revenue is measured as the fair valueof the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

4. Other Operating Income

	2025	2024
	$	$
Other operating income	59,471	42,915

	59,471	42,915

5. Operating Profit/(loss)

The operating profit/(loss) is stated after charging:

	2025	2024
	$	$
Bad debts	-	12,388
Depreciation of tangible fixed assets	21	2,567

6. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2025	2024
	$	$
Audit Services
Audit of the company's financial statements	40,761	51,038

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	$	$
Wages and salaries	424,531	263,325
Social security costs	28,981	32,753
Other pension costs	3,197	19,369

	456,709	315,447

8. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	2025	2024
Office and administration	1	1
Sales, marketing and distribution	2	2

	3	3

9. Directors' remuneration

	2025	2024
	$	$
Emoluments	168,062	156,275

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Interest Receivable and Similar Income

	2025	2024
	$	$
Bank interest receivable	1,100	-
Gain on derivative financial instruments	1,516,448	676,263

	1,517,548	676,263

11. Interest Payable and Similar Charges

	2025	2024
	$	$
Interest payable on other loans	2,033,063	299,149

12. Tax on Profit

The tax (credit)/charge on the profit for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	$	$
Current tax
UK Corporation Tax	25.0%	-	-	-


Total tax charge for the period			-	-

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:

	2025	2024
	$	$
Profit before tax	63,562	187,745

Tax on profit at 25% (UK standard rate)	15,890	46,936
Tax losses utilised	(15,890 )	(46,936 )

Total tax charge for the period	-	-

13. Tangible Assets

	Plant & Machinery
	$
Cost
As at 1 January 2025	7,548
Additions	794

As at 31 December 2025	8,342

...CONTINUED

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Depreciation
As at 1 January 2025	7,548
Provided during the period	21

As at 31 December 2025	7,569

Net Book Value
As at 31 December 2025	773

As at 1 January 2025	-

14. Investments

	Subsidiaries
	$
Cost
As at 1 January 2025	914
Disposals	(914 )

As at 31 December 2025	-

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	-

As at 1 January 2025	914

15. Stocks

	2025	2024
	$	$
Stock	5,979,352	5,862,179

16. Debtors

	2025	2024
	$	$
Due within one year
Trade debtors	800,013	2,073,513
Other debtors	90,810	298,233
Prepayment and accured income	1,058,380	-
Derivative Assets	2,680,863	104,116

	4,630,066	2,475,862

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

17. Creditors: Amounts Falling Due Within One Year

	2025	2024
	$	$
Trade creditors	513,318	1,345,551
Other taxes and social security	11,053	-
VAT	272	-
Other creditors	8,607,786	2,922,579
Financial instruments - Derivatives	-	572,205
Accruals and deferred income	282,923	23,820
Amounts owed to group undertakings	-	2,992,265

	9,415,352	7,856,420

18. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	$	$
Other loans	2,718,471	2,204,017

19. Loans

An analysis of the maturity of loans is given below:

	2025	2024
	$	$
Amounts falling due between one and five years:
Other loans	2,718,471	2,204,017

20. Share Capital

	2025	2024
Allotted, called up and fully paid	$	$
609,212 Ordinary Shares of $ 1.00 each	609,212	609,212

21. Pension Commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was $3,197 (2024: $19,369).

At the balance sheet date contributions of $NIL were due to the fund and are included in creditors.

22. Related Party Disclosures

TORQ International AG

Parent undertaking

Loan balance novated from Centrum International Limited, balanced owed to as at 31 December 2025 is $2,601,375

TORQ Commodities (UK) Ltd

Fellow undertaking under common control

During the year there is a trade support service income of $120,000 received. The balance due from Torq Commodities (UK) Ltd as at 31 December 2025 is $144,658 (2024: $1,213,295). There were also expense recharged to the company of $71,735 during the year.

TORQ Commodities (PTE) Ltd

Fellow undertaking under common control

...CONTINUED

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Origin Commodities Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

22. Related Party Disclosures - continued

During the year there were purchases made of $3,351,556 from Torq Commodities (PTE) Ltd. The balance owed as at 31 December 2025 was $1,058,380 (2024: $Nil)

TORQ Commodities AG

Fellow undertaking under common control

As at 31 December 2025 Torq Commodities AG owed $117,096 (2024: $Nil)

NAF Trading A/S

Subsidiary undertaking - Disposed during the year

As at 31 December 2025 amount owed $Nil (2024: $792,750.58)

23. Controlling Parties

On 22 December 2025, shares of Origin Commodities Ltd were sold to Torq International AG.

The ultimate parent undertaking is Torq International AG (incorporated in Switzerland). Its registered office is Lindenstrasse 16, 6340 Baar, Switzerland .

Copies of the group accounts may be obtained from the company's registered office.

24. Unrealised gain on coffee supply contract

Included within profit for the year is an unrealised gain of $2,097,070 (2024: £nil), recognised on 1,194 MT of the 2,040 MT contracted with Horra Trading (“Horra”), an Ethiopian supplier, under coffee supply contracts entered into in 2021 for Lek-5 coffee at a contracted price of 105 cents/lb. Performance was prevented when the Ethiopian government introduced a minimum export price above this level. Horra has confirmed the contracts remain legally valid and has indicated its intention to deliver the outstanding volume.

The gain represents the estimated difference between the Ethiopian minimum export price at 31 December 2025 (USD 2.80/lb) and prevailing market value. The directors have recognised the gain on 1,194 MT of the outstanding volume, being the volume, they consider most probable of being delivered, rather than on the full 2,040 MT contracted. As no price has yet been contractually fixed, pricing for each shipment is set only shortly before delivery, by reference to the minimum export price then in force. The amount is therefore a directors' estimate subject to significant uncertainty, including the future minimum export price, market movements, and the extent and timing of Horra's performance given its history of delay. The estimate does not reflect an adjustment for this performance risk.

As at the date of this note, 230 MT of the 1,194 MT recognised is in the process of being shipped, with draft bills of lading produced. Delivery has not yet been completed and no coffee has yet been received by the Company. The amount is excluded from distributable reserves as it is not a realised profit (Companies Act 2006, s.830).

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