Company registration number 12152708 (England and Wales)
VENUS MINERALS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
VENUS MINERALS LIMITED
CONTENTS
Page
Strategic report
1
Statement of comprehensive income
Balance sheet
2
Statement of changes in equity
Notes to the financial statements
3 - 6
VENUS MINERALS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of an exploration company seeking to develop Volcanogenic Massive Sulphide (VMS) copper–gold deposits in Cyprus.

Review of the business

Venus has been active in Cyprus for more than 15 years. During this time, we have developed a portfolio of standout assets in Cyprus, ranging from advanced brownfield properties hosting JORC 2012 Resources, to grass root exploration licenses displaying the hallmarks of highly prospective VMS deposits.

Through its many years of operating in Cyprus, Venus has also established an island-wide geotechnical database, providing it with unrivalled knowledge of the country’s most prospective targets.

Venus benefits from significant technical expertise through its in-country team, which has been working in Cyprus for several years.

As a first mover in the country, Venus is focused on rapidly establishing itself as a producer and self-funded explorer, targeting Cyprus’ most prospective copper-gold assets which have the potential to become major mines.

Venus’ pipeline of projects is further enhanced by its grassroots exploration projects which are positioned amongst many of the island’s largest historical producing mines. Venus continues to evaluate new areas of interest utilising its extensive proprietary island-wide database.

Principal risks and uncertainties

The management of the business and the execution of the company's strategy are subject to a number of risks which include commodity risk; financing risk; foreign currency risk and exploration risk. The company’s principal interest is in copper and the outlook remains positive as demand for copper and its use in renewable energy products and systems makes it an essential ingredient in these technologies. The company maintains tight control over all aspects of expenditure and financing to minimise these risks.

Key performance indicators

The directors regularly review and analyse Key Performance Indicators (KPIs) to assess and measure the company's performance and financial position. These include managing overheads and cash flow. The information related to these KPIs are included in the accompanying financial statements.

Financial instruments

The company's principal financial instruments comprise bank balances, trade creditors and shareholder loans. The main purpose of these instruments is to finance the company's operations.

The company manages its cash and borrowing requirements to maximise interest income and minimise interest expense, whilst ensuring that the company has sufficient liquid resources to meet the operating needs of the business.

Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts falling due.

Going concern

The directors' assessment of going concern is set out in the accounting policies to the financial statements.

On behalf of the board

P van der Borgh
Director
8 August 2025
VENUS MINERALS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 2 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
609,525
609,525
Current assets
Debtors
5
4,357,513
4,286,901
Cash at bank and in hand
3,471
41,981
4,360,984
4,328,882
Creditors: amounts falling due within one year
6
(458,306)
(580,155)
Net current assets
3,902,678
3,748,727
Net assets
4,512,203
4,358,252
Capital and reserves
Called up share capital
7
719,762
627,400
Share premium account
1,043,497
600,000
Profit and loss reserves
2,748,944
3,130,852
Total equity
4,512,203
4,358,252

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

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

The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
P van der Borgh
Director
Company Registration No. 12152708
VENUS MINERALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Venus Minerals Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, Regis House, 45 King William Street, London, United Kingdom, EC4R 9AN.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The accounts have been prepared on the going concern basis. The continued operations of the company are dependent on it's ability to obtain additional support from it's investors in the future. This requirement indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.true

1.3
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
1.4
Borrowings
Borrowings are recognised initially at the transaction price and are subsequently stated at amortised cost. Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
1.5
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.6
Financial instruments
Financial assets and liabilities are recognised in the company's statement of financial position when it becomes a party to the contractual provisions of the instrument.  The company's financial instruments comprise cash, trade and other receivables and trade and other payables.
Trade and other receivables
Trade and other receivables are initially stated at their fair value plus transaction costs, then subsequently at amortised cost using the effective interest method, if applicable, less impairment losses. Provisions against trade and other receivables are made when there is objective evidence that the company will not be able to collect all amounts due to them in accordance with the original terms of those receivables.
VENUS MINERALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Cash and cash equivalents
The company manages short-term liquidity through the holding of cash and highly liquid interest-bearing deposits.  Only deposits that are readily convertible into cash with maturities of three months or less from inception, with no penalty of lost interest, are shown as cash and cash equivalents.
Trade and other payables
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the company becomes a party to the contractual provisions of the instrument.  All financial liabilities are recorded at amortised cost using the effective interest method, with interest related charges recognised as an expense in finance cost in the statement of comprehensive income.
1.7
Share capital
Share capital represents the nominal value of shares that have been issued.
1.8
Retained earnings
Retained earnings includes all current and prior period retained profits and losses.
2
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
95,359
174,402
Company pension contributions to defined contribution schemes
-
4,998
95,359
179,400
VENUS MINERALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
3
Employees

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

2024
2023
Number
Number
5
4
4
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
609,525
609,525

The investment is held in Venus Minerals (Cyprus) Limited, which is a wholly-owned subsidiary of Venus Minerals Limited. The entity is incorporated in Cyprus and the registered office is Wisdom Tower, 1 Ayiou Pavlou and Kadmou Street, Nicosia 1105, Cyprus.

5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts recoverable from group companies
4,350,899
4,279,599
Other debtors
6,614
6,677
Prepayments and accrued income
-
0
625
4,357,513
4,286,901
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
80,370
157,108
Taxation and social security
936
7,567
Other creditors
337,000
350,000
Accruals and deferred income
40,000
65,480
458,306
580,155

Other creditors include shareholders loans of £337,000 (2023: £350,000). The balance at 31st December 2023 was converted to share capital on 24 January 2024.

7
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.625p each
115,161,995
100,384,032
719,762
627,400
VENUS MINERALS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Share capital
(Continued)
- 6 -

On 24 January 2024 the company issued a further 14,777,963 Ordinary shares of £0.00625 each as a result of converting further debt to equity in preparation for an IPO. The debts converted were £425,000 owed to Ariana Resources PLC and £110,860 to Semarang.

8
Audit report information

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

The auditor's report was unqualified.

Senior Statutory Auditor:
Nicholas Joel
Statutory Auditor:
PKF Littlejohn LLP
2024-12-312024-01-01falsefalsefalse08 August 2025CCH SoftwareCCH Accounts Production 2025.100P van der BorghA Anagnostaras-AdamsM RachovidesDr A K SenerA ClarkI JeffersonC Kavalopoulos121527082024-01-012024-12-3112152708bus:Director12024-01-012024-12-31121527082024-12-31121527082023-12-3112152708core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3112152708core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3112152708core:CurrentFinancialInstruments2024-12-3112152708core:CurrentFinancialInstruments2023-12-3112152708core:ShareCapital2024-12-3112152708core:ShareCapital2023-12-3112152708core:SharePremium2024-12-3112152708core:SharePremium2023-12-3112152708core:RetainedEarningsAccumulatedLosses2024-12-3112152708core:RetainedEarningsAccumulatedLosses2023-12-3112152708core:ShareCapitalOrdinaryShareClass12024-12-3112152708core:ShareCapitalOrdinaryShareClass12023-12-31121527082023-01-012023-12-3112152708core:Non-currentFinancialInstruments2024-12-3112152708core:Non-currentFinancialInstruments2023-12-3112152708bus:OrdinaryShareClass12024-01-012024-12-3112152708bus:OrdinaryShareClass12024-12-3112152708bus:OrdinaryShareClass12023-12-3112152708bus:PrivateLimitedCompanyLtd2024-01-012024-12-3112152708bus:SmallCompaniesRegimeForAccounts2024-01-012024-12-3112152708bus:FRS1022024-01-012024-12-3112152708bus:Audited2024-01-012024-12-3112152708bus:Director22024-01-012024-12-3112152708bus:Director32024-01-012024-12-3112152708bus:Director42024-01-012024-12-3112152708bus:Director52024-01-012024-12-3112152708bus:Director62024-01-012024-12-3112152708bus:Director72024-01-012024-12-3112152708bus:FilletedAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP