REGISTERED NUMBER: 12434447 (England and Wales)

Group Strategic Report, Report of the Director and

Unaudited

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

TIN SKY INVESTMENTS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Consolidated Income Statement

6

Consolidated Other Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

17

DIRECTOR:

E Oblowitz

REGISTERED OFFICE:

5 Beaumont Gate

Shenley Hill

Radlett

Hertfordshire

WD7 7AR

REGISTERED NUMBER:

12434447 (England and Wales)

ACCOUNTANTS:

Nagler Simmons

Chartered Accountants

5 Beaumont Gate

Shenley Hill

Radlett

WD7 7AR

The director presents his Strategic Report for the year ended 31st December 2024.

REVIEW OF BUSINESS

The only trade is conducted by the company's wholly-owned subsidiary undertaking, SLPX srl (incorporated in Belgium), which is involved in the procurement, logistics, transportation and sale of mining commodities to its third party customers in the sub-Saharan African market. The subsidiary's main customers consist of large multinational mining companies. In terms of a signed agreement, SLPX srl procures on a non-exclusive, outsourced basis, specialist logistics and transportation services from providers having long-standing operational experience and specialist expert knowledge and expertise and related networks of contacts in the logistics industry pertaining to the bulk transportation of goods into and out of the relevant jurisdictions in sub-Saharan Africa.

SLPX srl operates on the basis of being a business with high volumetric sales but yielding low margins. In the period of operations ended 31 December 2024, the group achieved turnover of $102,150,463 (2023: $159,013,763) with a gross profit of 3.0% (2023: 4.0%) amounting to £3,062,296 (2023: $6,378,530). Group profits after tax for the period amounted to $315,229 (2023: $3,868,123).

The balance sheet on page 13 of the financial statements reflects a net assets position of $7,993,292 (2023: $12,728,063).

In terms of the assessment by the director, it is forecast for the ensuing year that the subsidiary's business activities and related profitability and cash flow will be stronger than the current year.

PRINCIPAL RISKS AND UNCERTAINTIES

The director is responsible for approving risk management principles and policies, and ensuring that the company maintains an effective system of internal controls. The director is responsible for monitoring and mitigating the risks identified. The principal risks identified include prevailing market volatility in the supplies and pricing of mining commodities, credit risk and the cancellation of confirmed orders.

SECTION 172(1) STATEMENT

The director of the group acts in a way he considers, in good faith, is most likely to promote the success of the company, for the benefit of its members as a whole, and in doing so has regard to the:

a) likely consequence of any decision in the long term

b) interests of the group's employee

c) need to foster the group's business relationships with suppliers, customers and others

d) impact of the group's operations on the community and the environment

e) desirability of the company maintaining a reputation for high standards of business conduct

f) need to act fairly between members of the group

Group refers to Tin Sky Investments Limited and its subsidiary, SLPX srl.

The following section outlines how the director takes into account his decision making in relation to the following stakeholder groups:

Customers and suppliers

The relationship with the group's customers and suppliers is fundamental to its success and the benefits of maintaining strong relationships are valued.

Employee

Other than the director, the group has one full time employee. All suggestions, together with the views and interests of the employee is considered in all decision making.

Community and environment

A broad range of stakeholder considerations are taken into account when making decisions and careful consideration is given to any potential impacts on the local communities and the environment. The director understands the importance of having regard to the potential impact that the group's operations might have on the communities and environment in which it operates.

Members

The company is a direct 100% subsidiary of Metropolitan Holdings Limited, its ultimate controlling party, incorporated in British Virgin Islands. The interests and views of the ultimate parent company are included in the director's long-term decision making and strategic priorities.

FINANCIAL INSTRUMENTS

There were no financial instruments during the period.

CURRENCY RISK

The group's revenue and cost of sales are transacted in United States dollars so are equally matched. The

operational expenses which are not significant are transacted principally in Euros, so overall there is minor

exposure to currency risk.

INTEREST RATE RISK

The group has no interest bearing borrowings or receivables and accordingly bears no interest rate risk.

KEY PERFORMANCE INDICATORS (KPI'S)

There are no KPIs required to be reported other than turnover, gross margin and profit after tax, that would provide a more comprehensive understanding of the business.

ON BEHALF OF THE BOARD:

E Oblowitz - Director

19 December 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

Interim dividends totalling £50500 per share were paid during the year. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be $ 5,050,000 .

DIRECTOR

E Oblowitz held office during the whole of the period from 1 January 2024 to the date of this report.

ON BEHALF OF THE BOARD:

E Oblowitz - Director

19 December 2025

TURNOVER

3

102,150,463

159,013,763

Cost of sales

99,088,167

152,635,233

GROSS PROFIT

3,062,296

6,378,530

Administrative expenses

2,028,088

1,119,678

1,034,208

5,258,852

Other operating income

8,083

-

OPERATING PROFIT

5

1,042,291

5,258,852

Interest receivable and similar income

52,585

-

PROFIT BEFORE TAXATION

1,094,876

5,258,852

Tax on profit

6

779,647

1,390,729

PROFIT FOR THE FINANCIAL YEAR

315,229

3,868,123

Profit attributable to:

Owners of the parent

315,229

3,868,123

PROFIT FOR THE YEAR

315,229

3,868,123

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

315,229

3,868,123

Total comprehensive income attributable to:

Owners of the parent

315,229

3,868,123

CURRENT ASSETS

Debtors

10

16,063,757

14,797,272

Cash at bank

12,311,250

11,170,539

28,375,007

25,967,811

CREDITORS

Amounts falling due within one year

11

20,381,715

13,239,748

NET CURRENT ASSETS

7,993,292

12,728,063

TOTAL ASSETS LESS CURRENT LIABILITIES

7,993,292

12,728,063

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

13

7,993,192

12,727,963

SHAREHOLDER FUNDS

7,993,292

12,728,063

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 director acknowledges his 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 were approved by the director and authorised for issue on 19 December 2025 and were signed by:

E Oblowitz - Director

FIXED ASSETS

Investments

9

3,275

3,275

CURRENT ASSETS

Debtors

10

5,037,447

2,026,001

CREDITORS

Amounts falling due within one year

11

5,031,830

2,025,530

NET CURRENT ASSETS

5,617

471

TOTAL ASSETS LESS CURRENT LIABILITIES

8,892

3,746

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

8,792

3,646

SHAREHOLDER FUNDS

8,892

3,746

Company's profit for the financial year

5,055,146

1,982,951

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 director acknowledges his 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 director and authorised for issue on 19 December 2025 and were signed by:

E Oblowitz - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2023

100

10,809,840

10,809,940

Changes in equity

Profit for the year

-

3,868,123

3,868,123

Total comprehensive income

-

3,868,123

3,868,123

Dividends

-

(1,950,000

)

(1,950,000

)

Balance at 31 December 2023

100

12,727,963

12,728,063

Changes in equity

Profit for the year

-

315,229

315,229

Total comprehensive income

-

315,229

315,229

Dividends

-

(5,050,000

)

(5,050,000

)

Balance at 31 December 2024

100

7,993,192

7,993,292

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2023

100

(29,305

)

(29,205

)

Changes in equity

Dividends

-

(1,950,000

)

(1,950,000

)

Total comprehensive income

-

1,982,951

1,982,951

Balance at 31 December 2023

100

3,646

3,746

Changes in equity

Dividends

-

(5,050,000

)

(5,050,000

)

Total comprehensive income

-

5,055,146

5,055,146

Balance at 31 December 2024

100

8,792

8,892

Cash flows from operating activities

Cash generated from operations

1

1,705,900

3,691,093

Tax paid

1,432,226

(1,802,609

)

Net cash from operating activities

3,138,126

1,888,484

Cash flows from investing activities

Interest received

52,585

-

Net cash from investing activities

52,585

-

Cash flows from financing activities

Equity dividends paid

(2,050,000

)

-

Net cash from financing activities

(2,050,000

)

-

Increase in cash and cash equivalents

1,140,711

1,888,484

Cash and cash equivalents at beginning of year

2

11,170,539

9,282,055

Cash and cash equivalents at end of year

2

12,311,250

11,170,539

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

$

$

Profit before taxation

1,094,876

5,258,852

Finance income

(52,585

)

-

1,042,291

5,258,852

(Increase)/decrease in trade and other debtors

(3,478,358

)

11,093,108

Increase/(decrease) in trade and other creditors

4,141,967

(12,660,867

)

Cash generated from operations

1,705,900

3,691,093

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

$

$

Cash and cash equivalents

12,311,250

11,170,539

Year ended 31 December 2023

31.12.23

1.1.23

$

$

Cash and cash equivalents

11,170,539

9,282,055

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

$

$

$

Net cash

Cash at bank

11,170,539

1,140,711

12,311,250

11,170,539

1,140,711

12,311,250

Total

11,170,539

1,140,711

12,311,250

4.	MAJOR NON-CASH TRANSACTIONS

In addition to the cash flows from financing activities of £2,050,000, the company declared and "paid" an interim dividend of $4,950,000 to its parent undertaking, Metropolitan Holdings Limited during the year. The dividend was not settled by a transfer of cash or cash equivalents and has instead been recognised as payable at the balance sheet date. As a result this transaction is not reflected as a financing cash outflow within the consolidated cash flow statement.

1.	STATUTORY INFORMATION

Tin Sky Investments Limited 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.

The presentation currency of the financial statements is the US Dollar ($).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertaking drawn up to 31 December 2023. The results are presented as if the two companies formed a single entity.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the parent company. Goodwill is recognised as the fair value of the net assets at the date of purchase, less the cost of acquiring the interest in the subsidiary. The shares in the subsidiary undertaking were purchased at par on its incorporation, resulting in no goodwill being recorded.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiary, which is 100% owned, are eliminated in full.

Going concern

The director has a reasonable expectation the group has adequate resources to operational existence and meet its liabilities as they fall due for at least 12 months from the date these financial statements were approved. Accordingly, he continues to adopt the going concern basis in preparing the financial statements.

Turnover

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

Financial instruments

The group has chosen to apply the provisions of section 11 of FRS 102 "Basic Financial instruments" to all of its financial instruments.The group does not hold any financial instruments that fall within the scope of section 12 "Other financial instruments issues" of FRS 102.

Basic Financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic Financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of operation from suppliers. Amount payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into US dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

$

$

Africa

102,150,463

159,013,763

102,150,463

159,013,763

The geographical market for turnover is solely in Africa.

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

$

$

Wages and salaries

40,259

38,209

Social security costs

779

886

41,038

39,095

The average number of employees during the year was as follows:

31.12.24

31.12.23

Administrative

2

2

The average number of employees by undertakings that were proportionately consolidated during the year was 1 (2023 - 1 ) .

31.12.24

31.12.23

$

$

Director's remuneration

5,000

3,000

5.	OPERATING PROFIT

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

31.12.24

31.12.23

$

$

Other operating leases

22,183

21,704

Auditors' remuneration

40,238

29,925

Foreign exchange differences

549,463

(126,802

)

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

31.12.24

31.12.23

$

$

Current tax:

UK corporation tax

-

-

Belgian corporation tax

779,647

1,390,729

1,390,729

1,390,729

Belgian corporation tax has been charged at 25%.

Reconciliation of total tax charge included in profit and loss

The tax on profit before tax for the year is higher than the standard rate of corporation tax in Belgium. The differences are explained below:

31.12.24

31.12.23

$

$

Profit before tax

1,019,634

5,258,852

Profit multiplied by the standard rate of corporation tax in

Belgium of 25%

254,910

1,314,713

Effects of:

Expenses not deductible for tax purposes

308,572

248,660

Losses carried forward

21,691

13,115

Foreign exchange differences

174,975

(185,759

)

779,647

1,390,729

7.	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.

8.

DIVIDENDS

31.12.24

31.12.23

$

$

Interim

5,050,000

1,950,000

9.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

$

COST

At 1 January 2024

and 31 December 2024

3,275

NET BOOK VALUE

At 31 December 2024

3,275

At 31 December 2023

3,275

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

Subsidiary

SLPX srl

Registered office: Avenue de l'Armee 6, 1040 Etterbeek, Belgium

Nature of business: Sale and provision of outsourced logistics

%

Class of shares:

holding

Ordinary

100.00

31.12.24

31.12.23

$

$

Aggregate capital and reserves

7,987,676

12,727,592

Profit for the year

385,084

4,879,774