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Registered number: 05555635
MINECO LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2024
LUBBOCK FINE LLP
Chartered Accountants
Paternoster House
65 St Paul's Churchyard
London EC4M 8AB
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MINECO LIMITED
COMPANY INFORMATION
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5th Floor Stephenson House
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Chartered Accountants & Statutory Auditors
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MINECO LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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MINECO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Mineco Limited (the “Company”) is an investment holding company which holds investments in two operating mines in Serbia and two operating mines in Bosnia & Herzegovina. It also has investments in one more mine and a hydro-electric power plant which has seen a completion of construction works and full commissioning into commercial operation during this period, and a further two mineral exploration projects both based in the Balkans. The mines produce ore concentrates of lead, zinc and copper.
The Company recorded a profit of £4,061,693 for the year ended 31 December 2024 (2023: loss of £1,379,035). The source of income and profits arises principally from dividends received from its mining investments. Income from fixed asset investments increased significantly to £5,233,616 (2023: £421,241), reflecting the improved operational performance of the Company’s underlying investments and the resumption of substantial upstream distributions from subsidiaries and associated entities.
The Company’s investment in Geomet d.o.o. in Olovo, Bosnia & Herzegovina remains one of its most significant long-term projects. During 2024 the mine remained under care and maintenance whilst management continued to progress the permitting process required for the recommencement of mining operations. The water permit was renewed during 2026 and further work was undertaken on environmental permitting and regulatory approvals. Maintenance and rehabilitation works were completed on the tailings storage facility and underground infrastructure to ensure operational readiness. Management anticipates that mining operations could recommence within a relatively short period following receipt of the outstanding permits, with planned production expected to increase progressively following restart.
The Medoš One d.o.o. hydro-electric power plant continued its successful commercial operation throughout 2024. Electricity generation remained in line with expectations and sufficient to service its financing obligations. The project continued to reduce its outstanding bank indebtedness, with the remaining balance falling substantially during the year. The Company continues to view Medoš One as a stable long-term investment generating recurring revenues and cash flows. In addition, the project has continued to pursue possibilities for electricity trading activities that would create opportunities for further value generation beyond direct power production.
The Western Mining exploration and development project in Bosnia & Herzegovina achieved significant progress during 2024 and subsequent period. Exploration activities substantially increased the estimated mineral reserves and resources within the concession area. As a consequence of the enlarged resource base, the Company successfully sought an amendment to the concession agreement, resulting in the approval of a three-year extension to the commencement date for commercial production. During 2026, the Main Mining Project was completed with a focus on open-pit mining and ore processing through third-party facilities. Discussions advanced regarding the treatment of ore at a nearby mine and a technological trial was agreed. The next major milestone will be the preparation of an Environmental Impact Assessment, after which the project is expected to be fully prepared from a regulatory perspective for commercial activity.
The Bosil-Metal project continued to advance during 2024 and beyond. The Main Mining Project received a positive technical review in 2026 and updated feasibility assessments confirmed the economic viability of the deposit. Administrative changes within the relevant government institutions continued to delay permitting activities. Management remains committed to progressing the project and continues to consider the associated investment and shareholder funding recoverable.
The Antimon project remained on care and maintenance during the year whilst management monitored developments in commodity markets and permitting requirements. Strengthening antimony prices have improved the long-term economic outlook of the project. During the year, additional licences and operational capabilities were secured through group entities, providing flexibility for future project development.
The Company also completed important strategic developments in relation to its Vavrina Resources investment. Mineco Limited now owns two-thirds of a new UK holding company Wingrave Holdings Limited which has signed an agreement with Dundee Precious Metals for the takeover of the exploration licenses, core samples and drilling data that cover the polymetallic mineral deposit largely situated beneath the land plots owned by Vavrina
Page 1
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MINECO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Resources. This solves an impasse endured by Mineco during several past years, and the Company will be able to progress the project now to the eventual construction and commissioning of a new lead & zinc mine in Serbia. The transfer of exploration licenses into the name of the intended subsidiary of Wingrave is under way, whereupon the Company will conduct an additional surface drilling campaign on Vavrina’s land as a precondition for the submission of an application to convert the exploration into exploitation licenses. As soon as the acquisition of the SPV subsidiary has been completed, that future mining company will enter into a land rental agreement with Vavrina, thus enabling the latter to repay its commitments to Mineco Limited. In addition, specialist advice has been requested for the restructuring of remaining debt currently owed by Lifestone for it to be novated under Wingrave Holdings Ltd, which stands to have a dividend income from the new mining project in the coming years.
The cooperation with the same partners Mineco has in Wingrave Holdings has also led to the preferential position of Mineco vis-à-vis another mining asset. In June 2026, Mineco has provided a $3.3 million facility to the UK -based Vlasina Holdings Ltd, which relying also on a senior credit facility from a third party has purchased an active lead & zinc mine in Serbia (Grot doo) for $16.5 million. Under the terms of the funding agreement, Mineco’s facility is due to be repaid during year 5 from acquisition and the Company has an equity option to become a majority shareholder at any time before its credit facility has been repaid by Vlasina Holdings.
Principal risks and uncertainties
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The key business risk to which the Company is exposed to is linked to the underlying performance of the mines in which the Company holds its investments.
The risks to mining operations principally are as follows:
Commodity Price Risk
Mining operations are exposed to fluctuations in commodity prices and demand. Significant changes in global economic conditions may adversely affect the prices of lead, zinc, copper and other commodities produced by the Company’s investments.
Compliance Risk
The Company’s investments require permits, licences and regulatory approvals for exploration, development and production activities. Delays in obtaining or renewing permits may impact project timelines. This risk is mitigated through active engagement with regulators, adherence to international standards and continuous monitoring of compliance requirements.
Social Licence to Operate
The Company’s projects depend on maintaining positive relationships with local communities and stakeholders. Failure to maintain community support may adversely affect project development and operations. This risk is mitigated through ongoing engagement, local employment opportunities and support for community initiatives.
Development and Permitting Risk
Several of the Company’s projects remain in development phases and are dependent on technical studies, environmental approvals and infrastructure requirements. Management actively monitors project milestones and allocates resources to minimise delays and maximise project value.
Financial key performance indicators
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Income from fixed asset investments during 2024 amounted to £5,233,616 (2023: £421,241). Dividend income remains a key performance indicator as it demonstrates the financial return generated by the Company’s investments.
The Company recorded a profit for the year of £4,061,693 (2023: loss of £1,379,035). Net assets increased to £39.9 million (2023: £35.9 million), reflecting the continued strengthening of the Company’s investment portfolio and retained earnings position.
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MINECO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Other key performance indicators
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Global commodity markets improved during 2024 following the subdued conditions experienced in previous years. Stronger metal prices, together with improved operational performance across several investments, supported increased profitability and dividend distributions to the Company.
The Company continued to focus on advancing development projects while maintaining operational oversight of producing assets. Progress achieved at Western Mining, Bosil-Metal, Vavrina/Wingrave Holdings and other development projects combined with investment loan into Vlasina Holdings / Grot mine during and after 2024 provides a strong platform for future growth and diversification.
Director's statement of compliance with duty to promote the success of the Company
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The Director confirms that the Company maintained effective operational oversight of its investments throughout 2024. Mineco Limited continues to provide strategic, technical and financial support to its subsidiaries and associated entities across the Balkan region.
The Company continued to promote high standards of corporate governance, financial control and regulatory compliance throughout the group. Particular attention was given to anti-bribery, anti-money laundering procedures and responsible business practices. No material breaches were identified during the year.
The Director maintained the Company’s financial stability throughout 2024 whilst continuing to support the advancement of development projects and the optimisation of operating assets. The Board believes that the actions taken during the year have strengthened the Company’s long-term growth prospects and enhanced shareholder value.
This report was approved by the board and signed on its behalf.
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MINECO LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
Director's responsibilities statement
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The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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 profit for the year, after taxation, amounted to £4,061,693 (2023 - loss £1,379,035).
During the year, dividends of £Nil (2023: £Nil) were recommended for payment.
The director who served during the year was:
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MINECO LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, Lubbock Fine LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MINECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINECO LIMITED
Disclaimer of opinion
We were engaged to audit the financial statements of Mineco Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
As at 31 December 2024, included within assets there is a debtor balance of £34,936,019 (2023: £34,340,901) due from group undertakings and an investment in subsidiary companies balance of £3,454,975 (2023: £5,755,136). As part of the audit, we have reviewed the balances, however due to factors outside of the director's control, we were unable to gather sufficient appropriate audit evidence to confirm that the balances are recoverable and so considered materially correct.
Disclaimer of opinion on other matters prescribed by the Companies Act 2006
Because of the significant of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion whether based on the work undertaken in the course of our audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit performed subject to the pervasive limitations described above, we have not identified material misstatements in the Strategic Report or the Director's Report.
Arising from the limitation of our work referred to above:
∙we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
∙we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 required us to report to you if, in our opinion:
∙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 director's remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the Director's Responsibilities Statement set out on page 4, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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MINECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINECO LIMITED
In preparing the financial statements, the director is 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
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.
Other matters
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 Auditors' 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙Enquiries of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
°the internal controls established to mitigate risks related to fraud or non-compliance of laws and regulations; and
∙Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and FRS 102.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included health and safety regulations, employment law and environmental regulations.
As a result of these procedures, we considered the particular areas that were susceptible to misstatement due to fraud were in respect of revenue recognition, investment valuation, debtor recoverability and management
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MINECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINECO LIMITED
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Our procedures to respond to risks identified included the following:
∙reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙enquiring of management concerning actual and potential litigation and claims;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙reviewing revenue recognition by completing a proof in total;
∙reviewing after date receipts to test recoverability of year end debtors, as well as reviewing the financial position of entities with balances due to the company;
∙review of financial statements and other documentation to check for impairment of investments held;
∙performing a detailed review of legal and professional expenditure on a sample basis to identify any undisclosed provisions;
∙in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the rationale of any significant transactions that are unusual or outside the normal course of the company’s operation
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 we are required to state to them in an Auditors' 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.
Sam Snelson (Senior Statutory Auditor)
for and on behalf of
Lubbock Fine LLP
Chartered Accountants & Statutory Auditors
Paternoster House
65 St Paul's Churchyard
London
EC4M 8AB
Date 22 September 2026
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MINECO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Income from fixed assets investments
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 13 to 27 form part of these financial statements.
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Page 9
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REGISTERED NUMBER:05555635
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors due after more than 1 year
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Debtors due within 1 year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the the board and were signed on its behalf by:
The notes on pages 13 to 27 form part of these financial statements.
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REGISTERED NUMBER:05555635
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
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MINECO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 13 to 27 form part of these financial statements.
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Page 12
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Mineco Limited is a private limited company incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company’s operations and its principal activities are set out in the strategic report.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The directors believe that it is appropriate to prepare the financial statements on a going concern basis which assumes the Company will continue in operational existence.
Should the Company be unable to continue in operational existence for the foreseeable future, adjustments may be necessary to reduce the carrying value of assets to their recoverable amount, to provide for any additional liabilities that may arise, and to reclassify fixed assets as current assets.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Investments in subsidiaries are measured at cost less accumulated impairment.
The carrying amounts of non-current assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount.
A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment. This reversal is recognised in the statement of comprehensive income and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in the prior years.
The recoverable amount of assets is the greater of their value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairments are recognised in the statement of comprehensive income to the extent that the carrying amount exceeds the assets recoverable amount. The revised carrying amounts are amortised in line with the group’s accounting policies.
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position 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.
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 16
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Page 17
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
Dividend income is recognised when the dividends become legally payable.
Page 18
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the director has had to make the following judgements:
∙Impairment of investments:
In accordance with the accounting policy stated above, the Company tests investments for the impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability of the amounts shown in the statement of financial position in relation to investments are dependent upon the discovery of economically recoverable reserves, continuation of the companies interest in the underlying mines, the political, economic and legislative stability of the regions in which the Company operates, and compliance with the terms of the relevant mineral rights licenses.
∙Recoverability of intergroup balances:
The Company reviews amounts due to it under loan agreements and considers the underlying net assets and mechanism through which amounts are expected to be recovered. If necessary, the Company records an impairment based upon the best estimate of the likely cash flows that will be received.
Specifically, the Company has applied for a license extension in respect of its Antimon exploitation concession before proceeding into the next phase of the concession agreement. Management have considered the status of the application and in their judgement, they believe that it is appropriate to be optimistic about the chance of being awarded the extension and thus have not recognised an impairment against the balance due.
The whole of the turnover is attributable to consultancy and intermediation relating to restructuring, financing and acquisition of mining and hydro-electric activities in Europe.
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The operating loss is stated after charging:
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Depreciation of tangible fixed assets
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Defined contribution pension cost
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Page 19
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Company obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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Staff costs, including director's remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
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Page 20
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Income from fixed asset investments
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Income from fixed asset investments consists of dividend income derived on its investments.
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Page 21
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 25%) as set out below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Total tax charge for the year
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Charge for the year on owned assets
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Page 22
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings
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Prepayments and accrued income
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Page 23
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprise other debtors and balances due from group undertakings.
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Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to group undertakings and accrued expenses.
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Page 24
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Property provisions are in respect of dilapidation works estimated to be required at the Company's premises on termination of the operating lease agreement.
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Allotted, called up and fully paid
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1,000 (2023 - 1,000) Ordinary shares of £1.00 each
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Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £5,718 (2023 - £5,718). Contributions totaling £Nil (2023 - £Nil) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Page 25
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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During the year ended 31 December 2024, the Company entered into transactions and had outstanding balances with the following companies which are related by common control:
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Amounts owed at 31 December
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Entities with control, joint control or significant influence over the entity
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Amounts outstanding at 31 December
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Entities over which the entity has control, joint control or significant
influence
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Commercial Debtors outstanding
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Amounts outstanding at 31 December
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Page 26
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MINECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 1 September 2026, Mineco Limited acquired a two-thirds shareholding in Wingrave Holdings Ltd (“Wingrave”), a UK SPV incorporated in November 2024.
On 19 September 2025, Wingrave entered into a Share Purchase Agreement for the 100% acquisition of the Suva Ruda mining licences in Serbia through Skuvo Minerals d.o.o. Skuvo Minerals d.o.o. is currently owned by Adriatic Metals d.o.o. and is expected to be transferred to Wingrave upon completion of the transaction.
The structure enables Mineco to control the development of the Suva Ruda licences through Wingrave, together with key land parcels held by Vavrina Resources d.o.o.
As part of its wider cooperation with the same partners, in June 2026 Mineco provided a $3.3m facility to Vlasina Holdings Ltd, which acquired the Grot d.o.o. lead and zinc mine in Serbia for $16.5m.
The immediate parent entity is Mineco Holding B.V., a company that is incorporated in the Netherlands. The ultimate controlling company is Mineco Investments Limited, a company incorporated in Cyprus.
Mineco Investments Limited is the parent undertaking of the largest and smallest group of which the Company is a member and for which group financial statements are prepared. Copies of the group financial statements are available from Mineco Investments Limited, 5th Floor, Stephenson House, 2 Cherry Orchard Road, Croydon, CR0 6BA.
Page 27
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