REGISTERED NUMBER: 12863419 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ALTILIUM METALS LTD

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTORS:

K Mahdavi

C H Marston

D Rousselle

S Joseph

S Mahdavi

SECRETARY:

D Kelshall

REGISTERED OFFICE:

Phase 2, Room 205 1 Davy Road

Derriford

Plymouth Science Park

PL6 8BX

REGISTERED NUMBER:

12863419 (England and Wales)

ACCOUNTANTS:

Clemence Hoar Cummings

Chartered Accountants

Riverside House

1-5 Como Street

Romford

Essex

RM7 7DN

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

K Mahdavi

C H Marston

D Rousselle

S Joseph

S Mahdavi

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

K Mahdavi - Director

24 September 2025

REVENUE

576,269

-

Cost of sales

636,504

83,497

GROSS LOSS

(60,235

)

(83,497

)

Administrative expenses

5,900,625

3,686,701

(5,960,860

)

(3,770,198

)

Other operating income

2,439,820

1,171,357

OPERATING LOSS

4

(3,521,040

)

(2,598,841

)

Interest payable and similar expenses

211,567

19,422

LOSS BEFORE TAXATION

(3,732,607

)

(2,618,263

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(3,732,607

)

(2,618,263

)

Loss attributable to:

Owners of the parent

(3,712,402

)

(2,593,064

)

Non-controlling interests

(20,205

)

(25,199

)

(3,732,607

)

(2,618,263

)

FIXED ASSETS

Intangible assets

6

115,528,074

115,430,549

Property, plant and equipment

7

3,069,730

2,292,731

Investments

8

194,159

201,579

118,791,963

117,924,859

CURRENT ASSETS

Debtors

9

1,200,704

1,963,264

Cash at bank and in hand

8,104,119

503,727

9,304,823

2,466,991

CREDITORS

Amounts falling due within one year

10

272,231

1,808,000

NET CURRENT ASSETS

9,032,592

658,991

TOTAL ASSETS LESS CURRENT LIABILITIES

127,824,555

118,583,850

CREDITORS

Amounts falling due after more than one year

11

21,833,837

23,286,017

NET ASSETS

105,990,718

95,297,833

CAPITAL AND RESERVES

Called up share capital

110,061,840

98,076,180

Share premium

2,584,652

144,820

Retained earnings

(15,663,849

)

(11,951,447

)

SHAREHOLDERS' FUNDS

96,982,643

86,269,553

NON-CONTROLLING INTERESTS

9,008,075

9,028,280

TOTAL EQUITY

105,990,718

95,297,833

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared 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 24 September 2025 and were signed on its behalf by:

K Mahdavi - Director

C H Marston - Director

FIXED ASSETS

Intangible assets

6

-

-

Property, plant and equipment

7

1,679,100

724,925

Investments

8

84,350,769

84,358,189

86,029,869

85,083,114

CURRENT ASSETS

Debtors

9

3,695,335

2,445,423

Cash at bank

7,977,303

224,480

11,672,638

2,669,903

CREDITORS

Amounts falling due within one year

10

584,404

994,946

NET CURRENT ASSETS

11,088,234

1,674,957

TOTAL ASSETS LESS CURRENT LIABILITIES

97,118,103

86,758,071

CAPITAL AND RESERVES

Called up share capital

110,061,839

98,076,180

Share premium

2,584,652

144,820

Retained earnings

(15,528,388

)

(11,462,929

)

SHAREHOLDERS' FUNDS

97,118,103

86,758,071

Company's loss for the financial year

(4,065,459

)

(1,740,363

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared 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 24 September 2025 and were signed on its behalf by:

C H Marston - Director

K Mahdavi - Director

1.	STATUTORY INFORMATION

Altilium Metals Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill on consolidation

Goodwill on Consolidation is the difference between the carrying cost of the net assets of the companies acquired and the value placed on them when they were acquired. The balance is reviewed annually.

Intangible assets

Development costs are being amortised with reference to the depletion of the known reserves in

the period. There was no depletion of reserves in the year.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its

estimated useful life.

Land and buildings - 20% on cost

Plant and machinery - 25% on cost

Fixtures and fittings - 25% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 37 (2023 - 12 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 37 (2023 - 12 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

$

$

Depreciation - owned assets

437,220

128,711

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

$

$

$

COST

At 1 January 2024

108,038,610

7,417,015

115,455,625

Additions

-

465,710

465,710

Exchange differences

-

(369,434

)

(369,434

)

At 31 December 2024

108,038,610

7,513,291

115,551,901

AMORTISATION

At 1 January 2024

-

25,076

25,076

Exchange differences

-

(1,249

)

(1,249

)

At 31 December 2024

-

23,827

23,827

NET BOOK VALUE

At 31 December 2024

108,038,610

7,489,464

115,528,074

At 31 December 2023

108,038,610

7,391,939

115,430,549

7.	PROPERTY, PLANT AND EQUIPMENT

Group

Plant and

Land and

machinery

buildings

etc

Totals

$

$

$

COST

At 1 January 2024

455,985

2,144,274

2,600,259

Additions

-

1,315,043

1,315,043

Exchange differences

(27,870

)

(85,968

)

(113,838

)

At 31 December 2024

428,115

3,373,349

3,801,464

DEPRECIATION

At 1 January 2024

13,528

294,000

307,528

Charge for year

2,142

435,078

437,220

Exchange differences

(674

)

(12,340

)

(13,014

)

At 31 December 2024

14,996

716,738

731,734

NET BOOK VALUE

At 31 December 2024

413,119

2,656,611

3,069,730

At 31 December 2023

442,457

1,850,274

2,292,731

Company

Plant and

machinery

etc

$

COST

At 1 January 2024

765,120

Additions

1,315,043

Exchange differences

(12,713

)

At 31 December 2024

2,067,450

DEPRECIATION

At 1 January 2024

40,195

Charge for year

348,823

Exchange differences

(668

)

At 31 December 2024

388,350

NET BOOK VALUE

At 31 December 2024

1,679,100

At 31 December 2023

724,925

8.	FIXED ASSET INVESTMENTS

Investments in Subsidiary Companies

Investments in Group Companies are stated at cost which is the fair value of the consideration paid, less any impairment provision. The parent company's net investment in subsidiaries is ultimately dependent on the carrying value of the underlying assets. The directors obtained independent valuations of the underlying assets in the companies they acquired in exchange for the issue of shares in Altilium Metals Limited. The directors are confident that with the exception of the carrying value of the investment in Earthworx Holdings Ltd, as a result of an impairment in that company's share of an associated company, no further impairment provision is required.

The company's investments at the Balance Sheet date include the share capital of the following companies:

Name of Subsidiary

Country of incorporation and Place of business

Proportion of Ord. Share Held by the Group (%

)

2024

2023

Altiltech Ltd

UK

100.00%

100.00%

Altilium pte Ltd

Singapore

100.00%

100.00%

PT Mandala Erakovic

Indonesia

82.00%

82.00%

Earthworx Holdings Ltd

UK

100.00%

100.00%

Altilitech TC Ltd

UK

100.00%

100.00%

Altilium Clean Technology Ltd

UK

100.00%

100.00%

Altilium Metals BG Ltd

UK

100.00%

100.00%

The company's investment in Earthworx Holdings Ltd includes an associate holding of 30% of Earthworx Indonesia which has had impairments over the year:

$

Investment cost bf

85,080,900

Impairment bf

(722,711

)

Impairment in year

(7,420

)

Investment value carried forward

84,350,769

In 2023 the company formed Altilium Metals BG Ltd which owns 100% of Altilium Metals BG EOOD. The company transferred its ownership in AM Petroleum EOOD and Medet ''MBS'' EAD to Altilium Metals BG EOOD as part of the re-organisation.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

$

$

$

$

Other debtors

1,200,704

1,963,264

3,695,335

2,445,423

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

$

$

$

$

Trade creditors

101,393

414,004

98,216

-

Taxation and social security

90,733

70,889

76,621

38,360

Other creditors

80,105

1,323,107

409,567

956,586

272,231

1,808,000

584,404

994,946

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2024

2023

$

$

Other creditors

21,833,837

23,286,017

12.	RELATED PARTY DISCLOSURES

Included in other debtors is a related party debtor of $293,419 (2023 - $308,800) in PT Mandala Erakovic which is a company controlled by Altilium Metals Ltd as set out in note 9 above.

Somon Resources Ltd, which is controlled by K Mahdavi, is also the holder of the debt of $21,833,837 (2023 - $23,286,017) making up the creditors falling due after more than one year.

13.	SHARE CAPITAL RECONCILIATION

The following reconciliation provides a summary of the movements in share capital of Altilium Metals Ltd during the year ended 31 December 2024, showing the shares issued and amounts paid across each class of equity.

Share Class

Opening balance

Shares issued in year

Closing balance

Total amount paid (USD

)

Ordinary Shares

9,525,513

-

9,525,513

95,399,950

Series A Preference Shares

-

1,200,002

1,200,002

12,000,020

GBP Denominated Shares

24,653

-

24,653

246,530

Series B Preference Shares

-

256,016

256,016

4,999,992

TOTAL

9,550,166

1,456,018

11,006,184

112,646,492