Annual Report

The Company is pleased to notify the following financial information: (1) the audited accounts for the year ended 30 September 2024 for Pri0r1ty Intelligence Group Plc ("Pri0r1ty" Or The "Company") (Formerly Alteration Earth Plc); and (2) the unaudited annual accounts for the year ended 30 September 2024 for Pri0r1ty AI Ltd as an appendix (together the "Financial Information"). Extracts from the Financial Information are included below and are being posted to Shareholders along with a Notice of AGM. The Notice of AGM is being finalised and the Company will make a separate notification confirming the details of the AGM shortly.

Copies of the Financial Information are available on the Company's website:

Pri0r1ty Intelligence Group PLC

Pri0r1ty AI Ltd YE 2024

HIGHLIGHTS

During the period Pri0r1ty was focused on completing a number of key deliverables;

• Advancing its listing on The London Stock Exchange's AIM Market through Reverse Take Over ("RTO") by Alteration Earth Plc ("Alteration Earth")
• Developed, and alpha and beta tested, its Pri0r1ty Advisor technology, allowing the company to enter the fast-growing AI Agent market by launching to business users post period in October 2024
• Continued to demonstrate their AI Agent technology to large numbers of SME businesses and build up a significant waiting list of potential customers

Post-period, Pri0r1ty successfully completed its listing on AIM

• Successfully completed a Fundraise via a placing and subscription, raising gross proceeds of £905,000
• Continued new customer sign ups towards break-even goal of over 100 clients in 2025; as at 31 January 2025, 25 customers signed up to the platform

In addition, the Company announced in January 2025 that it had entered into a Strategic Partnership with Funding Circle

• The collaboration significantly enhances Pri0r1ty's offering and expands its footprint within the small to medium-sized enterprise (SME) technology landscape
• Enables the Company's customers to access alternative debt financing options seamlessly via the Pri0r1ty platform

Commenting on the outlook for the business, James Sheehan, Chief Executive Officer, said: "This past year has been transformational for Pri0r1ty as we have delivered on our key foundational objectives. AI is a fast-moving industry and our team has been able to break through and offer a unique solution to the growing demand for productivity-enhancing tools. With the ability to deliver high quality AI generated contextual outputs our platform is uniquely positioned to take advantage of the emerging significant market opportunity."

"Our admission to AIM has already created potential new business opportunities and we see this as a huge benefit to the long-term growth of the Company."

Nominated Adviser Statement

FOR

PRI0R1TY INTELLIGENCE GROUP PLC

(FORMERLY ALTERATION EARTH PLC)

CONTENTS OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024

Page

COMPANY INFORMATION 1

CHAIRMAN'S REPORT 2

STRATEGIC REPORT 3

REPORT OF THE DIRECTORS 7

REPORT OF THE INDEPENDENT AUDITORS 13

INCOME STATEMENT 18

STATEMENT OF COMPREHENSIVE INCOME 19

STATEMENT OF FINANCIAL POSITION 20

STATEMENT OF CHANGES IN EQUITY 21

STATEMENT OF CASH FLOWS 22

NOTES TO THE STATEMENT OF CASH FLOWS 23

NOTES TO THE FINANCIAL STATEMENTS 24

COMPANY INFORMATION

FOR THE YEAR ENDED 30 SEPTEMBER 2024

DIRECTORS: P Adler

M P

Beardmore

K P Lewis-Hollis

D J S Maling

J D Sheehan

SECRETARY: Orana Corporate LLP

REGISTERED OFFICE: 28 Austin Friars

London

EC2N 2QQ

REGISTERED NUMBER: 13571750 (England and Wales)

AUDITORS: PKF Littlejohn

LLP

Senior Statutory

Auditor

15 Westferry

Circus London

E14 4HD

SHARE REGISTRARS: Share Registrars

Limited 27/28

Eastcastle Street

London

WIW 8DH

CHAIRMAN'S REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

I have pleasure in presenting the financial statements of Pri0r1ty Intelligence Group PLC (formerly Alteration Earth PLC) ("Company") which cover the Company's reporting period for the year ended 30 September 2024.

The Company has not carried out any commercial activity since its incorporation and was established as a special purpose acquisition company. Pursuant to its stated strategy, on 30 December 2024 the Company acquired as a Reverse Takeover ("RTO") Pri0r1ty AI Ltd ("PAI") ("Acquisition") to crystallize and unlock potential future value for Shareholders. The Company was previously on the standard list of the main market of the London Stock Exchange. On the RTO of PAI on the Company left the standard list and the Company's shares were admitted to trading on the AIM market operated by the London Stock Exchange.

Information relating to the Company's completion of the RTO of PAI is set out in the Notes to the Financial Statements at note 15, Events After The Reporting Date.

Financial Funding

During the financial period, the Company spent £296k (2023: £273k) on administrative costs and at 30 September 2024 held cash of £579k (2023: £828k). This was sufficient to fund the Company to completion of the Acquisition, at which time the Company raised additional funding on Admission (note 16).

Revenue

The Company has generated no revenue during the year However, the Acquisition is expected to generate future revenue for the Company.

Liquidity, cash and cash equivalents

At 30 September 2023, the Company held £579k (2023: £828k) of cash all of which is denominated in pounds sterling.

Board contribution

I would like to thank the previous Board members who have stepped down, Andrew Coull on 3 July 2024, and Martin Samworth the former Chairman on 30 December 2024 following the Acquisition, for their contributions to the successful outcome of the Acquisition transaction and the work the Board has undertaken.

........................................................................

M P Beardmore - Chairman

31st January 2025

STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their strategic report for the year ended 30 September 2024.

Understanding our business

The Company was incorporated on 18 August 2021, with the purpose of pursuing an admission of its securities onto the London Stock Exchange through its Standard Listing on 1 July 2022, in order to pursue its business strategy.

The Company's business strategy was to undertake an acquisition of a target company, business or asset(s) in the clean technology and/or clean, green and renewable energy ("CGRE") sector in the UK or outside, which could include physical assets and/or companies, businesses or assets with technology and/or services relevant to the CGRE sector.

On 30 December 2024 the Company successfully executed its strategy, completing the Acquisition (note 16), including de-listing from the Standard List and re-listing the Company's shares on the AIM market of the London Stock Exchange.

KEY PERFORMANCE INDICATORS

The Company's use of key performance indicators was limited to cash management up to the date of Acquisition, following which additional, appropriate key performance indicators for the enlarged operating business will be identified and implemented in due course.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties of the Company post-Acquisition are materially different from those faced by the Company pre-acquisition.

Principal risks and uncertainties faced during the reporting year ended 30 September 2024 and to date of Acquisition

These risks and uncertainties related to:

* Suitable Acquisition Opportunity Identified may not be Completed

The Company's business strategy was dependent on the ability of the Directors and their external advisors to identify and complete a suitable acquisition opportunity. If the Directors did not complete the target acquisition, the Company may not have been able to fulfil its objectives. Furthermore, the Company may not have been able to acquire the target business (the Acquisition) at a suitable price or at all. In addition, if the Acquisition, or any other subsequent target acquisition, has been aborted the Company may have been left with substantial transaction costs which may have severely impacted the Company's ability to complete any further acquisition opportunity. The Directors reviewed abort costs against the Company's available funds as a going concern and took appropriate action to ensure the Company had sufficient funding.

* Acquiring Less than Controlling Interests

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit the Company's operational strategies and reduce its ability to enhance Shareholder value. The Directors shall consider the viability of such an outcome against their mandate and if appropriate may not complete a transaction.

* Inability to Fund Operations Post-Acquisition

The Company may have been unable to fund the operations post-acquisition of the target business if it had not obtained additional funding, and the Company endeavoured to ensure that appropriate funding measures were taken to meet the minimum commitments on completion of the Acquisition. The Directors considered the potential post-acquisition funding requirement at the time of an acquisition and communicated such requirement to the parties proposing to fund the acquisition.

* The Company's Relationship with the Directors and Conflicts of Interest

The Company was dependent on the Directors and their external advisors to identify potential acquisition opportunities and to execute an acquisition.

The Directors were not obliged to commit their whole time to the Company's business; they allocated a portion of their time to other businesses which could have led to the potential for conflicts of interest in their determination as to how much time to assign to the Company's affairs. The Directors were obliged to disclose any conflict of interest and the Board of Directors would have taken appropriate action to resolve any conflict.

* Risks Inherent in an Acquisition

Although the Company and the Directors evaluated the risks inherent in any particular target, they could not offer any further assurance that all the significant risk factors would have been identified or properly assessed. Furthermore, no assurance could have been made that an investment in Ordinary Shares in the Company would ultimately have proved to be more favourable to investors than a direct investment, if such an opportunity had been available to the Company's investors, in its target business. The Directors would have ensured appropriate disclosure to all potential investors in any investment memorandum.

* Reliance on External Advisors

The Directors relied on external advisors to help identify and assess potential acquisitions and there was a risk that suitable advisors could not be placed under contract or that such advisors that were contracted fail to perform as required. The Directors had taken all reasonable steps to procure and received appropriate advice prior to proceeding with the Acquisition.

* Failure to Obtain Additional Financing to Complete an Acquisition

There was no guarantee that the Company would be able to obtain any additional financing needed to complete an acquisition, and if available, to obtain such financing on terms attractive to the Company. Had there been such event, the Company may have been compelled to restructure or abandon the Acquisition or proceed with the Acquisition on less favourable terms, which may have reduced the Company's potential return on the investment. Failure to secure additional financing on acceptable terms could have had a material adverse effect on the continued development or growth of the Company and the acquired business. The Directors considered these risks and made appropriate disclosure to potential investors in any investment memorandum. The Company managed and continues to manage its liquidity risk on the basis set out in note 12.

* Reliance on Income from the Acquired Activities

Following an acquisition, the Company may have been dependent on the income generated by the acquired business or from the subsequent divestment of the acquired business to meet the Company's expenses. If the acquired business was unable to provide the sufficient funds to the Company, the Company may have been unable to pay its expenses or make distributions and dividends on the Ordinary Shares. The Directors considered the income and cash flow forecasts of acquisition targets and made appropriate adjustment and disclosure to potential investors in any investment memorandum.

* Restrictions in Offering Ordinary Shares as Consideration for an Acquisition or Requirements to Provide Alternative Consideration.

In certain jurisdictions, there may have been legal, regulatory or practical restrictions on the Company using its Ordinary Shares as consideration for an acquisition or which may have meant that the Company was required to provide alternative forms of consideration. Such restrictions may have limited the Company's acquisition opportunities or made a certain acquisition more costly, which may have had an adverse effect on the potential results of operations of the Company. The Directors considered the fundamental nature of these risks on the potential viability of acquisition targets and made appropriate disclosure to potential investors in any investment memorandum.

Principal risks and uncertainties faced by the Company from the date of Acquisition

The principal risks and uncertainties now faced by the Company will include but are not limited to:

* Risks of operating a developing commercial business

These risks include but are not limited to competition, market penetration, regulatory environment, technical development including retention, attraction, skills and knowledge of personnel, and security of intellectual property.

* Risks of sufficient funding to pursue and deliver the Company's strategic plan.

These include reliance on cash generation from operations, availability of credit and debt finance in the ordinary course of business, and access to equity funding from the issue and admission of new shares on the AIM Market.

* * Risks of retaining and attracting Key Management and Technical Personnel.

These include the Company's ability to offer competitive terms of employment including industry standard levels of pay and benefits, access to talent, and ongoing training and development programs to support the strategic development of business and organization.

* * Risks of Effective Leadership on Company's strategic plan.

These risks include retention, attraction and performance of executive and senior management, including effectiveness of the Company's Board of Directors and its Committees.

STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Gender Analysis

A split of our employees and directors by gender and average number is shown below:

SECTION 172(1) STATEMENT

The Directors believe they have acted in the way they considered in good faith, that would be most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006, and in doing so have had regard to:

• The likely consequences of any decision in the long term;
• The need to act fairly between the members of the Company;
• The desirability of maintaining the Company's reputation for high standards of business conduct;
• The need to foster the Company's relationships with advisor's suppliers, and others; and
• The impact of the Company's operations on the community and the environment.

The Board recognises that their primary role is the representation and promotion of shareholders' interests. The Board makes every effort to understand the interests and expectations of the shareholders and other stakeholders, and to reflect these in the choices it makes in its effort to create long-term sustainable value. Governed by the Companies Act 2006, the Company has adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the "QCA Code"). The Board recognises the importance of maintaining a good level of corporate governance which, together with the requirements of a main market listing, ensures that the interests of the Company's stakeholders are safeguarded.

In order to fulfil their duties under section 172 and promote the success of the Company for the benefit of all its stakeholders, the directors need to ensure that they not only act in accordance with the legal duties but also engage with, and have regard for, all its stakeholders when taking decisions. The Company has a number of key stakeholders that it is committed to maintaining a strong relationship with. Understanding the Company's stakeholders and how they and their interests will impact on the strategy and success of the Company over the long term is a key factor in the decisions that the Board make.

Shareholders

The promotion of the success of the Company is ultimately for the benefit of the Company's shareholders who provide the Company's permanent capital. As a company originally on the Standard List and readmitted to the AIM Market of the London Stock Exchange, the Company is responsible for ensuring that it is aware of shareholder needs and expectations. The Directors attach great importance to maintaining good relationships with all of its shareholders and interested parties and seeks to ensure that they have access to correct and adequate information in a timely fashion. The Directors are aware that as stakeholders, its shareholders play a vital role in the fabric of the Company and therefore will regularly engage in dialogue with the Company's shareholders and be available for meetings with institutional and major shareholders following the release of the Company's Annual and Interim Results. The Directors welcome all shareholders to make contact with the Company and provide any feedback or comments that they may have, and contact details are available on the Company's website. The Company's Annual General Meeting is also an important opportunity for shareholders to meet and engage with Directors and ask questions on the Company and its performance.

Regulatory Bodies

The Company was listed on the Standard Segment of the Main Market and is now listed on the AIM market of the London Stock Exchange. It therefore actively engages with the various regulatory bodies and advisory firms to ensure that compliance standards are maintained and that the Company continues to act with the high standards of business conduct that have established its reputation thus far.

Suppliers and Advisors

The Company's suppliers and advisors are integral to the day to day operation of the Company. Relationships with suppliers and advisors are carefully managed to ensure that the Company is always obtaining value for money. The Company seeks to ensure that good relationships are maintained with its supplier.

Other stakeholders and the wider community

The Directors are committed to ensuring that none of its activities have a detrimental impact on the wider community and the environment.

STRATEGIC REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

CORPORATE SOCIAL RESPONSIBILITY

We will strive to create a safe and healthy working environment for the wellbeing of our future staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.

The Board would like to take this opportunity to thank our shareholders, Board and advisors for their support during the period.

ON BEHALF OF THE BOARD:

........................................................................

M P Beardmore - Director Date: 31st January 2025

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report with the financial statements of the Company for the year ended 30 September 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of identifying potential companies or assets for acquisition in furtherance of its business strategy. On 30 December 2024 the Company successfully completed an acquisition by reverse takeover ("Acquisition)" (note 16).

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2024.

EVENTS SINCE THE END OF THE YEAR

The Company successfully completed its target Acquisition on 30 December 2024 and its shares were re-listed on the AIM market of the London Stock Exchange.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1 October 2023 to the date of this report.

The beneficial interests of the directors holding office at the date of this report in the shares of the Company, according to the register of directors' interests, were as follows:

These directors did not hold any non-beneficial interests in the shares of the Company.

The Company has no Director shareholder requirements. M P Beardmore and M D Samworth were reappointed at the Annual General Meeting held on 25 January 2024.

M P Beardmore and M D Samworth each also held and continue to hold 450,000 warrants which can be exercised at any time within the 5 years from the readmission on 30 December 2024 of the ordinary shares of the Company to the AIM Market of the London Stock Exchange. Prior to the date of the Company's readmission, on 20 December 2024 the Company restated the warrant instruments, without change to the terms and exercise conditions (see note 16).

Directors Remuneration Policy

The Company did not have a remuneration policy in force during the reporting period on prior to the date of the Acquisition. On the date of the Acquisition and the enlargement of the Company's Board of Directors, the Company formed a Remuneration Committee whose mandate will include:

* Development of a future policy table

* Recommendation of approach to recruitment and remuneration of Directors

* Periodic review of Directors' service contracts and approval of new service contracts

* Approve a pay, benefits and reward framework and carry out periodic review of Directors' performance

* Establishing a policy on payment for Director's loss of office

* Consider and issue a statement of employment conditions throughout the organisation

* Consider and issue a statement on shareholder views

FINANCIAL INSTRUMENTS

POLITICAL DONATIONS AND EXPENDITURE

The Company made no political donations during the period.

DISCLOSURE AND TRANSPARENCY RULES

Disclosures have been made to reflect the status of the Company as a Standard List Company throughout the year to 30 September 2024 and to its delisting on 27 December 2024 and its new status on admission to the AIM Market of the London Stock Exchange on 30 December 2024.

Details of the Company's share capital and warrants are given in Notes 9 and 18 respectively. There are no restrictions on transfer or limitations on the holding of the ordinary shares. None of the shares carry any special rights with regard to the control of the Company. There are no known arrangements under which the financial rights are held by a person other than the holder and no known agreements or restrictions on share transfers and voting rights.

As far as the Company is aware there are no persons with significant direct or indirect holdings other than the Directors and other significant shareholders as shown on pages 7 and 8.

The provisions covering the appointment and replacement of directors are contained in the Company's articles, any changes to which require shareholder approval. There are no significant agreements to which the Company is party that take effect, alter or terminate upon a change of control following a takeover bid and no agreements for compensation for loss of office or employment that become effective as a result of such a bid.

Requirements of the Listing Rules

As a Standard List company, Listing Rule 9.8.4 required the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there were no disclosures required in relation to Listing Rule 9.8.4.

Directors' Indemnity Provisions

The Company enters into annual insurance contracts for directors' indemnity insurance.

SHARE CAPITAL

Details of the Company's issued share capital, together with details of the movements during the period, are shown in Note 9. The Company has one class of Ordinary Share and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

Substantial shareholdings

Prior to the Acquisition on 30 December 2024 (note 16) the Company had been informed of the following substantial interests over 3% of the issued share capital of the Company.

GOING CONCERN

After careful consideration following completion of the Acquisition and of the post-completion business projections and associated cash flow forecast, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Further details are given in note 2 to the financial statements. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

INTERNAL FINANCIAL CONTROL

Financial controls have been established so as to provide safeguards against unauthorised use or disposition of the assets, to maintain proper accounting records and to provide reliable financial information for internal use. Key financial controls include:

* the maintenance of proper records;

* a schedule of matters reserved for the approval of the Board;

* evaluation, approval procedures and risk assessment for acquisitions; and

* close involvement of the Directors in the day-to-day operational matters of the Company.

Shareholder Communications

The Company uses its corporate website (http://www.pri0r1ty.com) to ensure that the latest announcements, press releases and published financial information are available to all shareholders and other interested parties.

The AGM is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to participate.

The Directors welcome all shareholders to make contact with the Company and provide any feedback or comments that they may have, and contact details are available on the Company's website. The Company's Annual General Meeting is also an important opportunity for shareholders to meet and engage with Directors and ask questions on the Company and its performance.

Directors Remuneration Report

On completion of the Acquisition, a Remuneration Committee has been appointed to assess an appropriate level of Directors' remuneration and it is envisaged that an appropriate remuneration policy will be implemented so as to attract, retain and motivate Executive Directors and senior management of a high calibre with a view to encouraging commitment to the development of the Company and for long term enhancement of shareholder value. The Board believes that share ownership by Executive Directors strengthens the link between their personal interests and aligns with those of shareholders although there is no formal shareholding policy in place.

Directors' Remuneration (audited)

The remuneration disclosed above is the charge for the current period in respect of the fair value of share warrants issued to the directors: no other remuneration was paid or due.

The Company does not contribute to any pension scheme or provide any other benefit in kind for the directors.

Service contracts

There were no Directors' service contracts in place at 30 September 2024. The Company did not have a Chief Executive "CEO" at that date and as such, no CEO disclosure has been presented. Service agreements for executive Directors appointed 30 December 2024 have been executed.

STATEMENT OF CORPORATE GOVERNANCE

As a company whose shares were listed on the Standard Segment of the Main Market and are now listed on the AIM market of the London Stock Exchange, the Company is not required to comply with the provisions of the UK Corporate Governance Code. However, the Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company's size and nature, to voluntarily adopt and comply with the QCA Code. At present, due to the size of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code will be delayed until such time as the Directors are able to fully adopt them following completion of the Acquisition.

As stated by the QCA Code, good corporate governance is about "having the right people (in the right roles), working together, and doing the right things to deliver value for shareholders as a whole over the medium to long-term". This is achieved through a series of decisions made by the Board, which needs to be kept dynamic, diverse and engender a consistent corporate culture throughout the Company.

To see how the Company addresses the key governance principles defined in the QCA Code, please refer to the Corporate Governance section of our website at the following link: https://www.pri0r1ty.com/investors/governance

Board of Directors

The Board now consists of two executive and three non-executive Directors; prior to Acquisition two, and to July 2024 three, non-executive directors. The Board met regularly throughout the period to discuss key issues and to monitor the overall performance of the Company. With a Board comprising of just two or three non-executive Directors, all matters and committees, such as Remuneration, Audit and Nominations were considered by the Board as a whole. The Directors have now expanded the Board membership and balance to provide additional and appropriate levels of corporate governance procedures.

The Board seeks to present a balanced and understandable assessment of the Company's position and prospects in all interim, final and price-sensitive reports and information required to be presented by statute. The Directors consider the size of the Company and the close involvement of its Directors in the day-to-day operations during the period to 30 September 2024 made the maintenance of both an Audit Committee and an internal audit function unnecessary. An Audit Committee was formed on completion of the Acquisition.

External auditor

The Board will meet with the auditor at least twice a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and ensures that an appropriate relationship is maintained between the Company and its external auditor.

The Company has a policy of controlling the provision of non-audit services by the external auditor in order that their objectivity and independence are safeguarded. As part of the decision to recommend the appointment of the external auditor, the Board takes into account the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process. There are no contractual obligations restricting the Board's choice of external auditor.

Nominations committee

A nominations committee is not considered necessary and has not yet been proposed.

Remuneration Committee

There was no separate Remuneration Committee in the period to 30 September 2024; instead, all remuneration matters were considered by the Board as a whole. A Remuneration Committee was established on completion of the Acquisition. It will meet when required to consider all aspects of the directorship's remuneration, share options, share warrants and service contracts.

From the outset the Board has set out and implemented a policy designed in its view to attract, retain and motivate executive Directors of the right calibre and ability. There were no major changes during the period either in that policy or its implementation, including levels of remuneration and terms of service for the Directors.

GREENHOUSE GAS (GHG) EMISSIONS

The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, since the Company, due to its limited activities and lack of office or operations in the period under review, did not consume more than 40,000kWh of energy, the Company's emissions are not disclosed for this reason.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing this report and the financial statements in accordance with applicable United Kingdom law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the Directors are required to:

* select suitable accounting policies and then apply them consistently;

* make judgements and estimates that are reasonable and prudent;

The financial statements are published on the Company's website (http://www.pri0r1ty.com).The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction

The Directors confirm that to the best of their knowledge:

* the Company financial statements, prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Company;

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditor is unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

AUDITORS

The auditors, PKF Littlejohn LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

........................................................................

M P Beardmore - Director Date: 31st January 2025

REPORT OF THE INDEPENDENT AUDITORS

TO THE MEMBERS OF PRI0R1TY INTELLIGENCE GROUP PLC (FORMERLY ALTERATION EARTH PLC)

Opinion

We have audited the financial statements of Pri0r1tY Intelligence Group Plc (formerly Alteration Earth Plc) (the 'company') for the year ended 30 September 2024 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion, the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

Conclusions relating to going concern

• Reviewing the cash flow forecasts prepared by management for the period up to 31 August 2026 for reasonableness by agreeing the forecasts to corroborating evidence and challenging management in relation to the key inputs and assumptions used in the forecasts;
• Reviewing the stress test scenarios prepared by management and assessing for reasonableness;
• Comparing actual results for the period to historical forecasts to assess management's ability to produce accurate and reliable forecasts;
• Comparing forecast results to actual results to November 2024;
• Reviewing post year end Regulatory News Service (RNS) announcements and board minutes; and
• Assessing the adequacy of going concern disclosures within the annual report and financial statements.

Our application of materiality

We agreed with the Board of Directors that we would report all audit differences identified during the course of our audit in excess of £650 (2023: £1,000) as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of going concern assessment and the recognition of the costs related to the proposed acquisition, which involved making assumptions and considering future events relating to forecasted revenue that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matter to be communicated in our report.

Accounting for the costs related to the proposed acquisition. (Notes 4 and 16)

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report7. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the report of the directors, the directors are 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 directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibilities for the audit of the financial statements

• We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through application of cumulative audit knowledge and experience of the sector, discussions with management and industry research.
• We determined the principal laws and regulations relevant to the company in this regard to be those arising from the Companies Act 2006 and the London Stock Exchange listing rules.

o Enquiries of management;

o Review of minutes of board meetings;

o Review of Regulatory News Service (RNSs) announcements; and

Other matters which we are required to address

We were appointed by the Board of Directors on 6 July 2022 to audit the financial statements for the period ending 30 September 2022 and subsequent financial periods. Our total uninterrupted period of engagement is three years, covering the periods ending 30 September 2022 to 30 September 2024.

Our audit opinion is consistent with the additional report to the Board.

Use of our report

Daniel Hutson (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

31st January 2025

PRI0R1TY INTELLIGENCE GROUP PLC

(FOMERLY ALTERATION EARTH PLC)

INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

The financial statements were approved by the Board of Directors and authorised for issue on 31st January 2025 and were signed on its behalf by:

........................................................................

M P Beardmore - Director

Pri0r1ty Intelligence Group Plc

(Company number 13571750)

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

STATUTORY INFORMATION

The Company was incorporated as Alteration Earth Plc on 18 August 2021 in England and Wales, with registered number 13571750 under Companies Act 2006. Following the Acquisition (note 16) on 30 December 2024, on 24 December 2024 the name of the Company was changed by resolution to Pri0r1ty Intelligence Group Plc. The registered office of the Company was changed on 30 December 2024 to 28 Austin Friars, London, EC2N 2QQ. The Company is a public limited company; it was admitted to the Standard Listing Segment of the London Stock Exchange on 1 July 2022 and, delisted on 20 December 2024 and was re-admitted to trading on the AIM market of the London Stock Exchange on 30 December 2024. The principal activity of the Company following the Acquisition is the provision of Artificial Intelligence ("AI") products and services.

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 had no revenue during the year but had adequate cash resources to finance activities to completion of the Acquisition (note 16). Prior to the Acquisition, the Directors convened a Board meeting on 24 November 2024 to consider the Acquisition and carefully reviewed the associated business assumptions together with the pre- and post-completion cash flow forecasts of the Company and the subsequently acquired business of PAI. The Directors considered that post-Acquisition the Company, as the enlarged group, would have sufficient funds available and to reasonably expect to become available, to continue in operational existence for at least 12 months from the date of approval of the accounts. Since the date of the Acquisition, the forecast funding from the placing of new shares was successfully completed, and there has been no material deviation from the business plan and forecast for the enlarged group. Accordingly, the Board believes it appropriate to adopt the going concern basis in the approval of the financial statements.

Accounting Standards

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 2023 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.

Accounting Standards Effective period commencing on or after

Amendments to existing standards

IFRS 17 Introduces an internationally consistent

approach to accounting for insurance contracts. 1 Jan 2023

IAS 12 Deferred Tax related to Assets and Liabilities arising from

a Single Transaction 1 Jan 2023

IAS 12 International Tax Reform – Pillar Two Model Rules 1 Jan 2023

(Amendment)

New standards, interpretations and amendments not yet effective

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be

expected to have a material impact on the Company.

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 contingent liability 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

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

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.

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.

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.

Earnings per share

Basic loss per share is calculated as the 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 was the only activity in which the Company was involved and 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. In future reporting periods the Company will reflect any post-acquisition operational segmental changes.

EMPLOYEES AND DIRECTORS

Year ended Year ended

30.9.2024 30.9.2023

£ £

Directors' remuneration: fair value of warrants granted 30,000 30,000

LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging:

Year ended Year ended 30.9.2024 30.9.2023

£ £

Auditors' remuneration 40,000 34,167

Costs relating to the Acquisition (note 15) 82,800 -

Share based payment charge on grant of Warrants 30,000 30,000

expensed as Directors' Remuneration

INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 30 September 2024 nor for the period ended 30 September 2023.

The Company's unutilised tax losses carried forward at 30 September 2024 amounted to £569,774 (2023:

£386,543). 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 was 25% (2023: 22%).

EARNINGS PER SHARE

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.

2024

Weighted

average

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 (2023: 20,700,000).

TRADE AND OTHER RECEIVABLES

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 was not trading nor carrying out any business activities during the reporting year and prior period 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.

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.

CAPITAL COMMITMENTS

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

CONTINGENT LIABILITY

During the reporting year the Company entered into an agreement with GEL wherein a fee of £72,000 would become payable in the event the Company successfully completed an acquisition. At the reporting date of 30 September 2024 there was in the opinion of the directors no probability of an acquisition and therefore no provision made in the financial statements for contingent liability at 30 September 2024. After the reporting date, the Company identified and entered into acquisition negotiations and on 30 December 2024 the Company completed the Acquisition (note 16) and the amount has become payable.

• RELATED PARTY DISCLOSURES
• Key managerial personnel

M Beardmore is a director of the Company and in the financial period ended 30 September 2022 had 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 year was £15,000 (2023: £15,000). There were no amounts outstanding between M Beardmore and the Company at 30 September 2024 and 2023.

M Beardmore is the Chief Executive Officer of Primorus Investments PLC (Prim) a significant shareholder in the Company.

M Samworth was a director of the Company during the reporting year to 30 September 2024 and in the financial period ended 30 September 2022had 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 year was £15,000 (2023: £15,000). There were no amounts outstanding between M Samworth and the Company at 30 September 2024 and 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 has provided consultancy services of S Holden to the Company and the amount charged in the year was £36,000 (2023: £36,000) inclusive of VAT during the period. The Company owed £9,000 in accrued fees to GSAL at 30 September 2024 (2023: £9,000).

Prim had a stake in the Company on its Admission to the LSE Standard Listing segment, funded and underwrote the costs of the Admission and subscribed for further shares at Admission. Prim was granted 1,800,000 warrants on 1 July 2022 which were fair valued in a previous financial period at £180,000 and fully charged in the period ended 30 September 2023. At 30 September 2023, 30 September 2024 and at the date of the Acquisition, Prim held 5,000,000 shares in the Company (a holding of 27.7% pre-enlargement on the placing of new shares at the date of the Acquisition). Between December 2023 and August 2024, PAI raised £1,050,460 including £300,460 from Prim. There were no amounts outstanding between Prim and the Company at 30 September 2024 and 2023.

Gneiss Energy Limited (GEL) acted as a corporate finance consultant to the Company; the amount charged in the year was £27,000 (2023: £78,000 inclusive of VAT during the period). The charge was for corporate finance advice by GEL and not for director services. A Coull is an employee of GEL and was a director of the Company as stipulated in the engagement terms of GEL. There were no amounts outstanding between Gneiss and the Company at 30 September 2024 and 2023.

EVENTS AFTER THE REPORTING PERIOD

On 30 December 2024 the Company completed the acquisition as a Reverse Takeover ("RTO") of Pri0r1ty AI Ltd ("PAI") ("Acquisition"), the shares of the Company were re-listed on Admission to the AIM market of the London Stock Exchange, and the name of the Company was changed from Alteration Earth Plc to Pri0r1ty Intelligence Group Plc.

Acquisition

PAI has developed a technology centered, human delivery AI platform built to help businesses grow, where customers subscribing to Pri0r1ty products will be able to unlock a range of business growth services. As at 30 November 2024 PAI had signed up 20 customers. Between December 2023 and August 2024, PAI raised £1,050,460 including £300,460 from Primorus Investments Plc, a shareholder and holder of warrants in the Company.

As consideration for the Acquisition of PAI, the Company issued 72,000,000 new shares at a price of £0.135 per share, for consideration of £9,720,000. In connection with the Acquisition, the Company raised £855,000 before placing costs of £57,876, by a placing of 6,333,329 new shares in the Company at a price of £0.135 per share. Following these issues of new shares, the issued share capital of the Company was enlarged Company from 18,000,000 shares to 96,333,329.

On Acquisition, the Company issued 240,833 broker's warrants exercisable at the issue price of £0.135 and 6,723,940 consideration warrants exercisable at £0.03 per share, increasing warrants outstanding to 9,664,773 representing 9.1% of fully diluted capital of 105,998,102 shares.

On Acquisition, the Company became liable to pay GEL a success fee of £72,000.

On 30 December 2024 the Company made certain changes to the Board. Matthew Beardmore continues as a non-executive director as Chairman, replacing Martin Samworth on his resignation. Joining the Board were James Sheehan as director and Chief Executive Officer, Daniel Maling as director and Chief Financial Officer, with Karen Lewis-Hollis and Philip Adler appointed as non-executive directors.

ULTIMATE CONTROLLING PARTY

In the opinion of the directors there was no single ultimate controlling party post-Acquisition or at either 30 September 2024 or 30 September 2023.

SHARE-BASED PAYMENT RESERVE

In the period ended 30 September 2022, share warrants were granted to two directors who were involved as key management personnel in setting up the Company and formulating its strategy. Warrants were also granted to the lead Investor for their role in underwriting the listing costs and lending support with attracting other investors.

All warrants were issued on the Company's shares being admitted to trading. Exercise dates and exercise prices are shown in this note below. The directors' warrants can only be exercised after an RTO and readmission of the Company's shares. All warrants are settled in the Company's equity.

The charge for directors' warrants was spread over the 3 year period from 1 July 2022 being the date of grant.

The 3 year period was determined by the Company having 2 years from admission plus a possible 1 year extension to agree the terms of a reverse takeover and be re-admitted to a recognised stock exchange.

The Company determined the fair value of its share options granted using a model based on the Black- Scholes-Merton methodology. In determining the fair value of its share options granted, the Company made the following assumptions.

Expected volatility was determined by reference to historical data for a similar Special Purpose Acquisition Company in the same market sector and listed on the same exchange.

The warrants outstanding at the period end have a weighted average remaining contractual life of 3 years (2023: 4 years). The exercise price of the warrants is £0.003 per share.

As at 30 September 2024 and 2023 there were 2,700,000 warrants outstanding. Details of the warrants outstanding are as follows:

Warrants remain exercisable at any time within the 5 years from the date of readmission of the ordinary shares to trading on a recognised stock exchange following the Acquisition.

APPENDIX

Pri0r1ty AI Ltd and it's controlled entities

Consolidated statement of comprehensive income

For the period from incorporation to 30 September 2024

Period from 27 Oct to 30 September 2024

The notes form an integral part of the financial statements

Pri0r1ty AI Ltd and it's controlled entities

Consolidated statement of financial position

As at 30 September 2024

As at 30 September 2024

The notes form an integral part of the financial statements

Pri0r1ty AI Ltd and it's controlled entities

Consolidated statement of changes in equity

For the period from incorporation to 30 September 2024

Material Non-Cash Transactions:

• £440,000 shares were issued as consideration for the purchase of intangible assets; and
• £60,000 of payables was settled via the issue of shares.

The notes form an integral part of the financial statements

General Information

The Company was incorporated on 27 October 2023 in England and Wales with Registered Number 15241564 under the Companies Act 2006. The principal activity of the Company is the development of software harnessing AI capabilities.

The address of its registered office is 28 Austin Friars, London, England, EC2N 2QQ.

The Directors of the Company are responsible for the unaudited financial statements.

2 ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION

The unaudited financial statements of Prior1ty AI ltd for the period ended 30 September 2024 has been prepared in accordance with UK-adopted International Accounting Standards ('IFRS'). Unaudited financial statements presents the results for the Group for the period from 27 October 2023 to 30 September 2024.

There was no comparative period.

The unaudited financial statements has been prepared under the historical cost convention.

The unaudited financial statements have been prepared using UK adopted International accounting standards. The unaudited financial statements has been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The unaudited financial statements is presented in £ unless otherwise stated, which is the Company's functional and presentational currency.

2.2 BASIS OF CONSOLIDATION

The consolidated unaudited financial information incorporates the financial information of the Company and entities controlled by the Company (its subsidiaries) made up to 30 September each year. Per IFRS 10, control is achieved when the Company:

• has the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affects its returns.
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and

As at 30 September 2024, the Company owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:

2.3 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED

The Company has adopted all of the new and amended standards and interpretations issued by the International

Accounting Standards Board that are relevant to its operations and effective for accounting periods commencing on or after 1st January 2023.

2.4 NEW STANDARDS AND INTERPRETATIONS ADOPTED

The Group has adopted the below standards, amendments or interpretations for the first time for its unaudited financial statements commencing 27 October 2023 which do not have a material impact on the Group:

At the date of approval of these unaudited financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the UK):

2.5 GOING CONCERN

The unaudited financial statements has been prepared on a going concern basis, which assumes that the consolidated group will have access to sufficient liquid resources to enable them to continue in operational existence for the foreseeable future and not less than twelve months from the date of signing this report.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 18 months and the unaudited financial statements does not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

2.6 SEGMENT REPORTING

2.7 FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'Other (losses)/gains - net'.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measure at fair value, such as equities classified as available for sale, are included in other comprehensive income.

Transactions and balances

Transactions denominated in a foreign currency are translated into the presentational currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the presentational currency at rates of exchange ruling at statement of financial position date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income for the period.

2.8 IMPAIRMENT OF NON-FINANCIAL ASSETS

2.9 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank and in hand, with banks and other financial institutions.

2.10 TRADE AND OTHER RECEIVABLES

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 90 days. The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

2.11 TRADE AND OTHER PAYABLES

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accruals and accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.12 FINANCIAL INSTRUMENTS

Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured at amortised cost.
• the contractual terms give rise to cash flows that are solely payment of principal and interest.
• Recognition
• Measurement

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Impairment

2.13 EQUITY

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

Retained losses includes all current and prior period results as disclosed in the income statement.

2.14 EARNINGS PER SHARE

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

2.15 TAXATION

Current tax is the amount of income tax payable in respect of the taxable profit for the current or past reporting periods. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax represents the future tax consequences of transactions and events recognised in the consolidated financial statements of current and previous periods and arises from 'temporary differences'. Deferred tax is recognised in respect of all temporary differences, except that 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date that are expected to apply to the reversal of the temporary differences.

2.16 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. The following is the critical judgement the Directors have made in the process of applying the Group's accounting policies.

There are no critical accounting judgements or key sources of estimation uncertainty applicable to these unaudited financial statements.

EXPENSES BY NATURE

Operating loss from continued operations for the period ended 30 September 2024 can be broken down as follows:

Period ending 30 September 2024

£

550,798

EMPLOYEES

The Group had 2 employees during the period. The average number of employees for the period was 2. All employees of the Group during the period were Directors who were engaged via service contracts. Please see below for further details. There were no other staff in the period.

Period ending 30 September 2024

£

110,111

TAXATION

No liability to incomes taxes arise in the year.

Period ending 30 September 2024

£

Estimated tax losses of £542,833 are available for relief against future profits and a deferred tax asset of £135,708.

EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Period ending 30 September 2024

£

There is no difference between the diluted loss per share and the basic loss per share presented due to the fact that there are no other equity instruments in issue at the period end.

INTANGIBLE ASSET

During this period, the Company acquired an intangible asset from Sports Media Ventures Ltd. Refer to note 21 for further details.

At 30 September 2024, the Group performed its annual impairment test on its acquired IP & Technology asset and identified no indicators of impairment in line with IAS 36 "Impairment of Assets." The asset is fully operational and continues to provide significant strategic value to the Group. At the test date, it was determined given the product is pre-revenue, there was insufficient evidence to estimate a value-in-use based on discounted future cash flows from the asset.

The Group has determined that the asset has an indefinite useful life for the followings reasons:

• There are no legal, regulatory, or contractual factors that would limit the period during which the software can be used;
• The software is regularly updated and maintained, ensuring its relevance and effectiveness over the long term;
• The Group intends to continue using the software and it is forecasted to generate revenues for the Group indefinitely.

These factors support the assessment that the software has an indefinite useful life, which will be reviewed annually to ensure it remains appropriate."

Accordingly, the Group has concluded that the estimated recoverable amount of the asset exceeded the carrying amount, and therefore, no impairment was identified.

CASH AND CASH EQUIVALENTS

As at 30 September 2024

£

1- 100,000,000 shares were issued at £0.001 nominal value at incorporation of the Company. £40,000 of shares was issued to the Directors of Sports Media Ventures for the acquisition of the intellectual property.

2- 40,000,000 shares at £0.01 were issued for the acquisition of the intellectual property held by Sports Media Ventures - Refer to note 7 for further information

3- 6,000,000 shares at £.01p were issued to consultants in lieu of cash payment for services provided

4- 35,000,000 shares were issued at £0.01 for total consideration of £350,000

5- 33,160,241 shares were issued at £0.0166 for total consideration of £550,460

The par value of ordinary shares is £0.001 per share. All issued shares are fully paid.

WARRANTS

As at 30 September 2024

The weighted average time to expiry of the warrants as at 30 September 2024 is 4.3 years.

CAPITAL MANAGEMENT POLICY

The Directors' objectives when managing the Group's capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital and reserves.

FINANCIAL INSTRUMENTS

The Company's accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial asset and equity instrument are set out in Note 2.12 to the unaudited financial statements. The Company does not use financial instruments for speculative purposes.

FINANCIAL RISK MANAGEMENT

The Directors use a limited number of financial instruments, comprising cash and other receivables, which arise directly from the Company's initial operations. The Group does not trade in financial instruments.

FINANCIAL RISK FACTORS

The Group as a non-trading entity has had limited financial risks during the period. The Directors' overall risk management programme focuses on the maintenance of adequate cash to fulfil the working capital requirements of the Company.

Fair values

The Directors assessed that the fair values of the other payables approximate their carrying amounts.

FINANCIAL ASSETS AND FINANCIAL LIABILITIES

CAPITAL COMMITMENTS

There are no capital commitments at 30 September 2024.

CONTINGENT LIABILITIES

There are no contingent liabilities as at 30 September 2024.

COMMITMENTS UNDER OPERATING LEASES

There were no commitments under operating leases at 30 September 2024.

• RELATED PARTY TRANSACTIONS.

Purchase of intangible asset

During this period, the Company acquired an intangible asset from Sports Media Ventures Ltd., a company affiliated with James Sheehan and Daniel Gee, for a total consideration of £500,000. The payment was structured as follows: the Company issued 40,000,000 ordinary shares at £0.001 each, amounting to £400,000, to the seller, and paid an additional £50,000 in cash. The remaining £50,000 is contingent upon the successful listing on AIM. Furthermore, the Company assumed liabilities totalling £40,000, with £20,000 owed to The Equities Exchange, a company related to James Sheehan, and £20,000 owed to Daniel Gee. The £40,000 outstanding was settled via the issue of shares to both parties.

Share issue

During the year Directors James Sheehan was issued an additional 1,500,000 shares at 1p in lieu of services provided.

Warrant issue

As part of the initial seed round Directors Daniel Gee and James Sheehan (via The Equities Exchange Ltd) were issued 20,000,000 and 24,300,000 of founder warrants. On 20 December 2024 as part of the acquisition of the Company 80% of these warrants were surrendered with the remaining balance purchased via the issue of consideration warrants in Alteration Earth PLC. The warrants have a strike price of £.03p and expiry date of 30 December 2026.

ULTIMATE CONTROLLING PARTY

In the opinion of the Directors as at the year end and the date of this unaudited financial statements there is no single ultimate controlling party.

EVENTS AFTER THE REPORTING PERIOD

Reverse take-over

On 30 December 2024, Pri0r1ty AI ltd completed a Reverse Take Over (RTO) with its entire share capital acquired by Pri0r1ty Intelligence Group (Formerly Alteration Earth PLC ) (under the ticker "PR1") and the enlarged group listing onto AIM, a market operated by the London Stock Exchange. As part of the transaction the Company converted its corporate structure from a PLC to a Limited Company and shareholders of Pri0r1ty AI Ltd received 72,000,000 ordinary shares in PR1 for a total consideration of £0.135 per share.

Surrender of warrants

Upon the successful RTO existing warrant holders agreed to surrender 80% of the existing warrants held in the Company together with all and any rights in the Surrendered Warrants. A total of 80,000,000 warrants were surrendered to the Company.

No other subsequent events noted.