For the financial period ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

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

Verde Magnesium Ltd is a private company limited by shares incorporated in England and Wales. The registered office is .

The entity was incorporated on 17 April 2025 and its reporting date is 31 December 2025. Therefore the entity is presenting financial statements for a period of less than one year.

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 £.

Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

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.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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 business from suppliers. Amounts 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.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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

During the period, the company's original subscriber shareholder, Amerocap LLC, transferred its entire holding of 10,000 ordinary shares in the company: 6,000 shares to Verde Magnesium LLC ("VM LLC") and 4,000 shares to S.C. Regen Resources S.R.L. Amerocap LLC and VM LLC are under common control.

After the reporting period, in June 2026, VM LLC entered into a Share Transfer Agreement with the company, under which VM LLC has agreed to contribute to the company its shareholdings in two Romanian entities: a 70% interest in Verde Magnesium SRL and a 100% interest in Verde Magnesium Industries SRL, in its capacity as a shareholder of the company. No shares, cash, or other consideration is to be given by the company in return. The parties have agreed, for the purposes of that agreement, a value of US$15,000,000 for the interests to be transferred. This value reflects the parties' commercial agreement and supports related regulatory filings; it is not the value at which the transaction will be recognized in these or future financial statements, which, as the transferring and receiving entities are under common control, will instead reflect the net asset carrying value of the entities transferred.

Completion of the transfer is conditional on, among other things, the issuance of an unconditional foreign direct investment approval by the Romanian Commission for the Examination of Foreign Direct Investments (CEISD). As at the date of approval of these financial statements, this condition had not been satisfied and the transfer had not completed. Accordingly, no asset or corresponding equity has been recognized in these financial statements in respect of this arrangement as at 31 December 2025.