Half-year Results

Alteration Earth PLC (the "Company") announces its unaudited interim results for the half year ended 31 March 2024.

Copies of this interim report will be made available on the Company's website www.altearthplc.com

The Company was formed to undertake an acquisition of a target company or business or asset(s) in the clean technology and/or clean, green and renewable energy sector. The Company's shares began trading on the standard list segment of the London Stock Exchange's ("LSE") main market for listed securities on 1 July 2022. We continue to progress the Company's objectives as outlined in the prospectus dated 17 June 2022.

The Company announced on 1 August 2023 that it has entered non-binding heads of terms for a proposed acquisition which remains subject to legal and financial due diligence and entry into a legally binding agreement before the proposed acquisition may proceed to completion. Whilst discussions and the due diligence exercise continues to be progressed, the parties have not yet progressed to a binding agreement. As reported by the Company on 12 December 2023, progress has been slower than originally anticipated while the parties seek feedback from prospective financial partners.

Whilst the effects of macroeconomic and geopolitical uncertainty throughout 2023 have continued into 2024, having a significant impact on equity capital markets in the United Kingdom, it is hoped that markets will improve during this year. Given the significant levels of public M&A activity which occurred in Q1 2024 in the United Kingdom, which has continued into Q2, it is hoped that this will act as a positive driver for increased equity capital activity which will assist the Company and its partners in progressing fundraising discussions concurrent with the proposed completion of its acquisition.

Principal risks and uncertainties

The principal risks and uncertainties facing our business are monitored on an ongoing basis. The directors have reviewed the principal risks and uncertainties disclosed in the 2023 Annual Report and concluded that they remain applicable for the first half of the current financial year. A detailed description of these risks and uncertainties is set out on pages 3 to 4 of the 2023 annual report.

Martin Samworth, Director

Statement of Directors' Responsibilities

The directors are responsible for preparing the interim management report in accordance with applicable law and regulations. The directors confirm that the interim condensed financial information has been prepared in accordance with International Accounting Standard 34 (Interim Financial Reporting) as endorsed for use in the United Kingdom.

• the interim condensed financial statements, which have been prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the issuer as required by DTR 4.2.4 R;
• an indication of important events that have occurred during the six months ended 31 March 2024 and their impact on the condensed set of financial information; and
• material related-party transactions during the six months ended 31 March 2024 and any material changes in the related-party transactions described in the 2023 Annual Report.

Matthew Beardmore, Director

Condensed Income Statement and Statement of Other Comprehensive Income

for the Period 1 October 2023 to 31 March 2024

Notes:

• The Income Statement has been prepared on the basis that all operations are continuing operations.
• The accounting policies and notes form an integral part of these condensed financial statements.

Condensed Statement of Financial Position at 31 March 2024

(Unaudited)

The condensed financial statements were approved by the Board of Directors and authorised for issue on 2 May 2024 and were signed on its behalf by:

Matthew Beardmore, Director

Statement of Changes in Equity

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

Called up

share Retained Share Other Total

capital earnings premium reserves equity

£ £ £ £ £

Period 1 October 2023 to 31 March 2024

Balance at 1 October 2023 54,000 (416,543) 941,522 217,500 796,479

Deficit for the period - (151,301) - - (151,301)

Share based payment reserve - - - 15,000 15,000

Balance at 31 March 2024 54,000 (567,844) 941,522 232,500 660,178

Period 1 October 2022 to 31 March 2023

Balance at 1 October 2022 54,000 (143,128) 941,522 187,500 1,039,894

Deficit for the period - (129,646) - - (129,646)

Share based payment reserve - - - 15,000 15,000

Balance at 31 March 2023 54,000 (272,774) 941,522 202,500 925,248

Consolidated Statement of Cash Flows

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

Notes to the Statement of Cash Flows

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

• RECONCILIATION OF LOSS BEFORE INCOME TAX TO CHANGES IN WORKING CAPITAL 1 October 2023 to 31 March 2024 1 October 2022 to 31 March 2023 18 August 2021 to 31 March 2022 £ £ £ Loss before income tax (151,301) (129,646) (21,553) Decrease in trade and other receivables 11,825 2,286 - Decrease in trade and other payables 13,110 (24,639) 21,553 Non-cash costs share based payments 15,000 15,000 - Working capital movement (111,366) (136,999) -

CASH AND CASH EQUIVALENTS

Period ended 31 March 2024

31 March 31 March

£ £

Cash and cash equivalents 716,849 932,940

Notes to the Condensed Financial Statements

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

STATUTORY INFORMATION

Alteration Earth Plc (the 'Company') was incorporated on 18 August 2021 in England and Wales, with registered number 13571750 under Companies Act 2006. The registered office of the company is c/o Keystone Law, 48 Chancery Lane, London, WC2A 1JF. The Company is a public limited company and was admitted to the Standard Listing Segment of the London Stock Exchange on 1 July 2022. The principal activity of the Company is to undertake an acquisition of a controlling interest in a company or business in the Clean, Green, Renewable Energy (CGRE) sector.

ACCOUNTING POLICIES

Basis of preparation

The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.

Going concern

The Company has no revenue but has cash resources to finance activities whilst it identifies and completes suitable transaction opportunities. When a suitable transaction is identified, the Directors will consider the need for further funding to complete the transaction.

Having considered forecasts, the Directors consider that the Company has sufficient funds available to continue in operational existence for at least 12 months from the date of approval of these accounts. Accordingly, the Board believes it appropriate to adopt the going concern basis in the approval of the financial statements.

Accounting standards

There are no new standards, amendments and interpretations adopted by the Company.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 October 2022 and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Company.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Apart from share based payments and share issue costs discussed below the Directors consider that there are no other critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.

Cash and cash equivalents

Financial instruments recognition

Classification

Financial assets at amortised cost

• the asset is held within a business model whose objective is to collect contractual cashflows; and

Financial liabilities at amortised cost

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

Financial liabilities at amortised cost - continued

Derecognition

A financial asset is derecognised when:

• the rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

Impairment

Taxation

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

Taxation - continued

Foreign currency translation

Equity

Share capital is determined using the nominal value of shares that have been issued.

Accumulated losses include all current and prior period results as disclosed in the income statement.

Share Based Payments

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

Share based payments: share warrants

The Company issued warrants to the lead investor and two directors on 1 July 2022. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate of the vesting period and volatility.

Share Issue costs

The costs of share issues are charged against the share premium account. Where the share issue costs are incurred concurrently with another activity such as a stock market admission and/or an issue of a prospectus or admission document then the costs of these activities can be difficult to quantify separately and therefore reliance is placed on management's best estimate of the split of the costs.

Loss per share

Basic loss per share is calculated as the profit or loss attributable to equity holders of the Company for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.

Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

Segmental reporting

Identifying and assessing investment projects is the only activity the Company is involved in and is therefore considered as the only operating/reporting segment. Therefore, the financial information of the single segment is the same a set out in the statement of comprehensive income and statement of financial position.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

ACCOUNTING POLICIES - continued

Cash and cash equivalents

Taxation

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the period 1 October 2023 to 31 March 2024 nor for the period 1 October 2022 to 31 March 2023.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

INCOME TAX - CONTINUED

Analysis of tax expense - continued

The Company's unutilised tax losses carried forward at 31 March 2024 amounted to £452,826 (at 31 March 2023: £187,456). A deferred tax asset has not been recognised due to uncertainty over the timing of the utilisation of the losses.

Effective corporate tax rate

The standard rate of corporation tax in the UK from 1 April 2023 is 25%, prior to which the rate was 19%. Accordingly, the Company's effective rate of corporation tax for the period 1 October 2023 to 31 March 2024 was 25% (1 October 2022 to March 2023: 19%).

EARNINGS PER SHARE

Basic EPS is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

Reconciliations are set out below.

Weighted

average

number Per-share

Earnings of amount

£ shares pence

Basic and Diluted EPS

Diluted EPS are not separately calculated as the warrants would be anti-dilutive due to the loss, the weighted average number of shares including the dilution shares is 20,700,000.

TRADE AND OTHER RECEIVABLES

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

CASH AND CASH EQUIVALENTS

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

TRADE AND OTHER PAYABLES

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments comprise primarily of bank balances. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms. The company is not trading nor carrying out any business activities and therefore has not disclosed in this note below all of the disclosure items set out in IFRS7 as they are not considered material and relevant to its current status.

Financial assets by category

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company does not have trading activities during the current period and is not exposed to a risk from counterparties not meeting their obligations.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - CONTINUED

Capital management

Interest rate risk

The nature of the Company's activities and the basis of funding are such that the Company will have significant liquid resources. The Company will use these resources to meet the cost of operations.

Liquidity risk

The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company maintains adequate bank balances to meet those liabilities. The directors have considered the Company's cash flows for a period of 12 months from the date of approval of these financial statements and do not consider that the Company is subject to any significant liquidity risk.

Currency risk

The Company operates in a global market with income and costs possibly arising in a number of currencies. The majority of the operating costs are incurred in GBP (£). The Company does not hedge potential future income or costs, since the existence, quantum and timing of such transactions cannot be accurately predicted. The Company did not have foreign currency exposure at period end.

CONTINGENT LIABILITIES

There were no contingent liabilities at either 31 March 2024 or 30 September 2023.

CAPITAL COMMITMENTS

There were no capital commitments at either 31 March 2024 or 30 September 2023.

Notes to the Condensed Financial Statements - continued

for the Period 1 October 2023 to 31 March 2024

(Unaudited)

• RELATED PARTY DISCLOSURES
• Key managerial personnel

M Beardmore is a director of the Company and in a previous financial period subscribed £28,000 for shares in the Company, he was also granted 450,000 warrants on 1 July 2022 which have been fair valued at £45,000 and the charge for these in the period 1 October 2023 to 31 March 2024 was £7,500 (1 October 2022 to 31 March 2023: £7,500). There are no amounts outstanding between M Beardmore and the Company at 31 March 2024 and at 30 September 2023.

Other related parties

S Holden has been the Company Secretary from incorporation to the date of approval of these financial statements. He subscribed £28,000 for shares in the Company after ceasing to hold office as a director through his wholly owned company Golden Sky Advisory Limited (GSAL). GSAL provides the services of S Holden as Company Secretary to the Company and those totalled £18,000 inclusive of VAT during the period 1 October 2023 to 31 March 2024 (1 October 2022 to 31 March 2023: £18,000). An amount of £6,000 was outstanding between GSAL and the Company at 31 March 2024 (30 September 2023: £ nil).

Primorus Investments PLC (Prim) had a 27.78% stake in the Company on its Admission to the LSE standard Listing segment and it underwrote the costs of the Admission. Prim subscribed £350,000 for shares in the Company. It also advanced £21,552 to the Company to re-imburse certain of the Company's Admission costs and this sum was repaid to Prim post Admission. Prim was granted 1,800,000 warrants on 1 July 2022 which have been fair valued at £180,000 and fully charged in the period. There were no transactions with Prim during the period and no amounts outstanding between Prim and the Company at 31 March 2024 and at 30 September 2023.

Gneiss Energy Limited (GEL) has acted as a corporate finance consultant to the Company with effect from 1 July 2022. GEL invoiced a total of £27,000 inclusive of VAT during the period 1 October 2023 to 31 December 2023 and the Company has accrued £36,000 inclusive of VAT for the period 1 January to 31 March 2024 (1 October 2022 to 31 March 2023: £36,000). The charge is for corporate finance advice by GEL and not for director services. A Coull is an employee of GEL and a director of the Company as stipulated in the engagement terms of GEL. There were no other amounts outstanding between GEL and the Company at 31 March 2024 and at 30 September 2023.

EVENTS AFTER THE REPORTING PERIOD

There were no significant events of the Company subsequent to the period end.

ULTIMATE CONTROLLING PARTY

In the opinion of the directors there is no single ultimate controlling party at 31 March 2024 and at 30 September 2023.