Annual Financial Report

Pristine Capital Plc

9 October 2026

PRISTINE CAPITAL PLC

("Pristine" or the "Company")

Annual report and accounts for the period ended 30 October 2025

Pristine Capital Plc, the Main Market cash shell, announces that its annual report and audited financial statements for the period ended 30 October 2025 (the "Annual Report") has been published and will shortly be available on the Company's website at www.pristinecapitalplc.com.

The Annual Report will also shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

On 30 July 2026, the Company changed its accounting reference date from 31 October to 30 October. Accordingly, the Annual Report covers the period from 1 November 2024 to 30 October 2025.

For further information please visit www.pristinecapitalplc.com or contact:

Chairman’s Statement

Pristine Capital, the Main Market cash shell is pleased to present its Annual Report for the period ended 30 October 2025 to shareholders.

During the period, the Company progressed towards a proposed acquisition of a regional property portfolio which would have constituted a reverse takeover as further detailed in the Review of the business in the Strategic Report. However, the transaction did not proceed and was formally aborted after the period end. The work undertaken in connection with the proposed transaction left the Company with significant liabilities, primarily comprising professional fees incurred in progressing the transaction.

Since the period end, the Board has been exploring options to recapitalise the business and settle its outstanding debts, with a view to placing the Company on a more sustainable financial footing and enabling it to pursue a future transaction. The Company today announced a proposed refinancing of the business via a £500,000 fundraise and a settlement arrangement with its creditors. Further details are set out in the circular published by the Company today.

Neil Sinclair

Executive Chairman

9 October 2026

Strategic Report

The Directors present their Strategic Report on the Company for the period ended 30 October 2025.

Review of business

On 27 June 2025, the Company announced that it had signed non-binding heads of terms for a proposed acquisition of a regional property portfolio in the United Kingdom for c. £20 million (“the Proposed Acquisition”).

The Proposed Acquisition was to be accompanied by a fundraise via an issue of new ordinary shares to pay the cash consideration for the Proposed Acquisition and the associated fees and finance the ongoing activities of the Company, as enlarged by the Proposed Acquisition. 

As the Proposed Acquisition was classified as an "initial transaction" under UK Listing Rules, the Company requested the suspension of its ordinary shares from trading on the Main Market of the London Stock Exchange on 27 June 2025, until such time that the Company's shares had commenced trading on AIM following the completion of the Transaction.

The Board had worked diligently on the Proposed Acquisition and had made significant progress. Terms of the Proposed Acquisition had been agreed with the vendor of the Property Portfolio (the "Vendor"), and a debt facility had been agreed with credit approval, with a senior lender to part fund the cost of the Proposed Acquisition. Completion of the Proposed Acquisition would have been contingent upon Pristine raising approximately £10 million via an equity fundraise, for which brokers had been appointed.

The Company received indications of support, from Board Members, close confidantes and family, which the Directors believed would have been sufficient to raise all the funds required to complete the fundraise. Discussions were at a very advanced stage, so exchange appeared to be only a week or two away.

However, from a series of sources it became clear that the Vendor no longer wished to sell the property portfolio to Pristine at the price which had originally been agreed. As a result of the above, the Company could not proceed with the Proposed Acquisition. The properties have not been sold as far as we are aware and have been withdrawn from the market.

The Company reviewed its financial position and future options in the light of this abortive transaction, fees of the transaction and the ongoing costs. As part of this review, the Board has been exploring a transaction which would recapitalise the business and settle its debts with its creditors. The Board is pleased to report that the Company today announced the details of a proposed £500,000 fundraise and settlement arrangement with its creditors which, subject to approval by shareholders at a general meeting, will clear the Company’s liabilities and provide it with funding to pursue a future transaction that will create value for shareholders. The Company has today published a circular which provides further details.

The Company's shares have remained suspended from trading on the Main Market. However, subject to the completion of the refinancing described above, it is anticipated that trading in the ordinary shares will be restored following the forthcoming General Meeting of shareholders and the publication of this Report and Accounts, and the Company’s Interim Results to 30 April 2026.

Financial performance review

The Company reported a loss for the period of £870,652 (year ended 31 October 2024: loss of £284,784).

Net liabilities amounted to £81,674 as at 30 October 2025 (at 31 October 2024: Net assets £788,978).

The cash position at 30 October 2025 amounted to £302,707 (at 31 October 2024: £764,364).

Key performance indicators (KPIs)

The Board monitors the activities and performance of the Company on a regular basis. The indicators set out below have been used by the Board to assess performance over the period to 30 October 2025. The main KPIs for the Company are listed as follows:

Investing policy and future developments

Pristine Capital Plc was formed with the intention to identify and acquire a suitable business opportunity or opportunities and undertake an acquisition or merger or a series of acquisitions or mergers.

This intention continues but not necessarily in the real estate sector.

Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

● Consider the likely consequences of any decision in the long term,

● Act fairly between the members of the Company,

● Maintain a reputation for high standards of business conduct,

● Consider the interests of the Company’s employees,

● Foster the Company’s relationships with suppliers, customers and others, and

● Consider the impact of the Company’s operations on the community and the environment.

The following paragraphs summarise how the Directors fulfil their duties:

The Company is listed on the Main Market on the London Stock Exchange in the Shell Company Category. Its members are kept informed, through detailed announcements, shareholder meetings and financial communications of the Board’s broad and specific intentions and the rationale for its decisions. The Board recognises its responsibility for setting and maintaining a high standard of behaviour and business conduct. There is no special treatment for any group of shareholders, and all material information is disseminated through appropriate channels and available to all through the Company’s news releases and website.

When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration. The Company’s approach is to use its position to promote positive change for the people with whom it interacts and will endeavour to report climate related disclosures when appropriate.

The Company is committed to being a responsible business. The Company aims to pay its creditors promptly and keeps its costs to a minimum to protect shareholders' funds. There were no employees in the Company other than the three Directors in the current period all of whom have not taken a salary, therefore effectiveness of employee policies is not relevant for the Company.

Principal risks and uncertainties

The Company’s primary risk is that it may not be able to identify further suitable investment opportunities or there is no guarantee that investment opportunities will be available, and the Company may incur costs in conducting due diligence into potential investment opportunities that may not result in an investment being made. The Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities.

It may be necessary to raise additional funds in the future by a further issue of new Ordinary shares or by other means. However, the ability to fund future investments and overheads in Pristine Capital Plc as well as the ability of investments to return suitable profit cannot be guaranteed, particularly in the current economic climate. The Directors stringently monitor the Company’s expenses. As a cash shell, the annual outgoings are minimal. The Directors believe future funding will be raised if required.

In the original Prospectus published on 4 March 2022, it was stated that if an acquisition had not been made within 24 months of Admission, the Board will consult with Shareholders as to the future direction of the Company. During the reporting period work on the Proposed Acquisition continued however we were unable to complete the acquisition. We expect to enter discussions with a range of parties that we hope will identify a suitable target business with a persuasive business model in a growth market that can be acquired to create value for the shareholders. Such an acquisition will require additional finance, either from existing or new shareholders. The Proposals as detailed in the Post Balance Sheet Events (Note 15) are conditional, among other things, upon the passing of the Resolutions by Shareholders at the General Meeting on 27 October 2026 and to the suspension of trading in the Company’s shares being lifted.

This report was approved by the board of directors on 9 October 2026 and signed on its behalf by:

Neil Sinclair, Executive Chairman

Director’s Report

The Directors present their report together with the audited financial statements for the period ended 30 October 2025.

Results and dividends

The trading results for the period ended 30 October 2025, and the Company’s financial position at that date are shown in the attached financial statements.

The Directors do not recommend the payment of a dividend (year ended 31 October 2024: £Nil).

Principal activities

The Company was formed on 17 September 2021 as a cash shell with the aim to undertake one or more acquisitions, which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase or a scheme arrangement of a majority interest in a company or business. The Company shares were admitted to trading on the Standard List of the Main Market on the London Stock Exchange on 4 March 2022. It now forms part of the Equity Shares (Transition) category. It is now intended that the Company will focus on the Real Estate sector, but this may alter following funds being received from a new investor as noted in the Chairman’s Statement.

A review of the business is included within the Chairman’s Statement and Strategic Report.

Directors serving during the period

Directors’ interests

The Directors at the date of the balance sheet of these financial statements who served during the period, and their interest in the ordinary shares of the Company, are as follows:

Significant shareholders

As at 30 September 2026, so far as the Directors are aware, the parties (other than the interests held by Directors) who are directly or indirectly interested in 3% or more of the nominal value of the Company’s share capital is as follows:

Related party transactions

Related party transactions and relationships are disclosed in note 12.

Going concern

The Company has reported a loss for the period of £870,652 (year ended 31 October 2024: loss of £284,784).

The Company had cash reserves at the period-end of £302,707 (31 October 2024: £764,364).

The Directors have prepared a cash flow forecast for the period ending 31 October 2027, which takes into account the cost and operational structure of the Company and working capital requirements. This forecast indicates that the Company’s cash resources will be sufficient to cover the projected expenditure for the period of 12 months from the date of approval of these financial statements. This forecast indicates that the Company, in order to meet their operational objectives, and expected liabilities as they fall due will be required to raise additional funds within the next 12 months. The Company has entered into a conditional subscription agreement and convertible loan note which, in aggregate, will provide the Company with £500,000 of funding (the “Fundraise”). In addition, the Company has entered into conditional settlement arrangements with its creditors (the “Creditor Settlement” and, together with the Fundraise, the “Proposals”). The Proposals are conditional on the approval of shareholders at a general meeting of certain resolutions that are required to implement the Proposals. The Company has posted a circular to shareholders to convene the general meeting on 27 October 2026. The Directors believe that the Proposals are in the best interest of Shareholders as they would enable the Company to pay its debts and provide it with capital to pursue a future transaction. On the basis that they anticipate the proposals to be implemented the Board has prepared the accounts on a going concern basis. Should the Proposals not be implemented for any reason, the Company would not be able to meet its liabilities as they fall due and it is likely that the Company would be placed into administration or liquidation.

Events after the reporting date

Events after the reporting date are disclosed in note 15.

Political and Charitable Donations

There were no political or charitable donations made for the period ended 30 October 2025 (year ended 31 October 2024: £Nil).

Provision of information to Auditor

In so far as each of the Directors are aware at the time of approval of the report:

● there is no relevant audit information of which the Company’s auditor is unaware; and

● the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditor

Pointon Young have expressed their willingness to continue in office as auditor and will be proposed for reappointment at the Annual General Meeting.

This report was approved by the board of directors on 9 October 2026 and signed on its behalf by

Neil Sinclair

Executive Chairman

Corporate Governance Report

The Company has adopted the principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) for small and mid-size quoted companies. On 13 November 2023, the QCA published the latest version of its corporate governance code (“2023 Code”) aimed at 'UK Growth companies'. The 2023 Code applies to financial years beginning on or after 1 April 2024, meaning the Company’s first required year of compliance is the financial year being reported.

The QCA Code identifies ten principles that they consider to be appropriate arrangements and asks companies to provide an explanation on how they are meeting the principles. The Board considers that the Company complies with the QCA Code so far as it is practicable having regard to the size, and complexity of the Company and its business.

These disclosures are set out on the basis of the current Company and the Board highlights where it has departed from the Code presently.

The following paragraphs set out the Company’s compliance with the 10 principles of the QCA Code:

The Company’s strategy is to undertake one or more acquisitions, which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase or a scheme arrangement of a majority interest in a company or business.

The Board considers that the key challenge in executing the Company’s plan is identifying opportunities where it is likely that the investee will progress rapidly and the investment will therefore rise in value.

The Board intends to deliver shareholder returns through creating value and sustainable income by active management. Challenges to delivering strategy, long-term goals and capital and income appreciation are an uncertainty in relation to organisational, operational, financial and strategic risks, all of which are outlined in the Risk Management section below, as well as steps the Board takes to protect the Company by mitigating these risks and secure a long-term future for the Company.

Given the size of the Company, we believe the strategy and business model we have now adopted is consistent with our goal of promoting long-term value for shareholders.

The Board believes that by acting ethically and promoting strong core values it will gain a reputation for honesty and that this will attract business and help the long-term objectives of the Company. As such the Board adopts an open approach to all investors, investment opportunities and all its advisers and service providers.

The Board further considers the activities of and persons involved with potential investee companies as part of its due diligence processes.

The Board places great importance on the responsibility of accurate financial statements and auditing standards which comply with the Auditing Practice Board’s (APB’s) and Ethical Standards for Auditors. The Board places great importance on accuracy and honesty and seeks to ensure that this aspect of corporate life flows through all that the Company does.

A large part of the Company’s activities is centred upon an open and respectful dialogue with stakeholders. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback.

The Company is committed to communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. The principal forms of communication are the Annual Report and Accounts, full and half-year announcements, trading updates, other Regulatory News Service announcements and its website.

The Company also maintains a dialogue with shareholders through Annual General Meetings, which provides an opportunity to meet, listen and present to shareholders, and shareholders are encouraged to attend in order to express their views on the Company’s business activities and performance.

The Company’s website is kept updated and contains details of relevant developments and has a facility for questions to be addressed to the Company and it is the Board’s commitment that all reasonable questions are answered promptly.

The Company’s business is now focused on making and appraising real estate investments. As such, stakeholder and social responsibilities, in terms of impact on society, the communities within which the Company operates and the environment, apply less than that of an operating company. Therefore, the Company appraises its social responsibilities as part of its investment appraisal process.

The key resource on which the Company relies is the collective experience of the Directors. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion of sexual orientation.

In terms of its shareholders, the Company aims to provide transparent and balanced information to encourage support and confidence in the Board’s approach.

The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, regulators and many other stakeholders and has close ongoing relationships with a broad range of its stakeholders.

The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms.

The Company considers risk management to fall into two broad categories, being the investment activity of the Company and the operations of the Company.

(a) The investment risk is considered as part of the appraisal processes and by way of due diligence and ongoing monitoring.

(b) The Company uses internal appraisal and the annual audit to ensure financial risks are evaluated in detail. Board meetings are also used for the directors to raise any issues relating to business risk arising from the Company’s business model and operations.

Dealings in the Company’s shares are monitored and any dealings must first be approved by the Non-executive Director.

The risk assessment matrix below sets out and categorises key risks and outlines the mitigating actions which are in place. This matrix is updated as changes arise in the nature of risks or the mitigating actions implemented, and the Board reviews these on a regular basis. The Company has identified the principal risks to the Company achieving its objectives as follows:

The Board considers that an internal audit function is not considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Directors. However, the Board will monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

The Board recognises the QCA recommendation for a balance between Executive and Non-executive Directors and the recommendation that there be at least two Independent Non-executives. The Board consists of three directors: one Executive Director and two Non-Executive Directors. The Board deems the current composition to be sufficient, given the nature and size of the Company. The Board maintains that the Board’s composition will be frequently reviewed as the Company develops.

The Company has in place two committees, an Audit and Risk Committee and a Nomination Committee. The Directors of the Company are committed to sound governance of the business, and each devotes sufficient time to ensure this happens. The Board held four Board meetings in the period. All meetings were attended by all Directors. Board meetings cover regular business, investments, finance, and operations.

The Board is committed to, and ultimately responsible for, high standards of corporate governance and notes the departure from the Code in terms of independence on the Board. The Board reviews the Company’s corporate governance arrangements regularly and expects these to evolve over time, in line with the Company’s growth. The Board delegates responsibilities to Committees and individuals as it sees fit.

It is the role of the Non-Executive Directors to manage the Board and advise its conduct.

The Chairman is responsible for the day-to-day management of the Company’s activities.

The matters reserved for the Board are:

The Company believes that the Board as a whole has significant experience in the financial services industry. The Board believes they have the requisite mix of skills and experience to successfully execute the business strategy in order to meet the Company’s objectives.

Neil Sinclair, Executive Director

Neil Sinclair has over 60 years' experience in the real estate sector. He was a co-founder of Sinclair Goldsmith, Chartered Surveyors, which was admitted to the Official List in 1987. It subsequently merged with Conrad Ritblat in 1993, when he became Executive Deputy Chairman. Neil was appointed Chairman of Baker Lorenz, surveyors in 1999, which was sold to Hercules Property Services plc in 2001. He was appointed a non-executive director of Tops Estates plc in 2003 and remained so until it was sold to Land Securities plc in 2005. He co-founded Palace Capital plc with Stanley Davis in July 2010 and helped build a £280m property portfolio. He served as Chief Executive Officer until June 2022.

Stanley Davis, Non-executive Director

Stanley Davis is a successful entrepreneur who has been involved in the City of London since 1977. He founded a company registration agent, Stanley Davis Company Services Limited, which he sold in 1988. In 1990 he became Chief Executive of a small share registration company which became known as IRG plc. It acquired several businesses including Barclays Bank Registrars and was sold in April 2000 for a substantial sum to the Capita Group plc. He was Chairman of Stanley Davis Group Limited specialising in company formations, property & company searches. It was sold in June 2020 to Dye & Durham listed on the Toronto Stock Exchange. He co-founded Palace Capital plc with Neil Sinclair in July 2010 and helped build a £280m property portfolio. He served as Chairman until December 2021.

Charles Goodfellow, Non-executive Director

Charles Goodfellow is a corporate broker with over 25 years' experience of raising funds for small and mid-caps and private companies across a range of sectors and jurisdictions. This includes a specialised focus on oil and gas, and clean and renewable technology. In addition, Charles currently serves on the Board of Sabien Technology Plc. Proficient in six languages, Charles has studied and worked globally and brings a wealth of experience and broad outlook to the team.

Board composition is always a factor for contemplation in relation to succession planning. The Board will seek to take into account any Board imbalances for future nominations, with areas taken into account including Board independence and gender balance.

The Directors consider that the Company and Board are not yet of a sufficient size and complexity for a full Board evaluation to make commercial and practical sense. The Board acknowledges that it is non-compliant with its processes to evaluate the performance of the Board.

As the Company is a cash shell, the Board deems the current structure to be sufficient.

As the Company grows, it expects to expand the Board and, with the Board expansion, reconsider the need for Board evaluation.  In view of the size of the Board, the responsibility for proposing and considering candidates for appointment to the Board as well as succession planning is retained by the Board. All Directors submit themselves for re-election at the AGM at regular intervals. As the directors are not receiving directors’ remuneration there is no requirement to complete a directors remuneration report within the annual report; this will be revisited upon the commencement of fees being paid to the directors in future periods.

The Remuneration Committee is responsible for considering all material elements of the remuneration policy to ensure it is transparent, fair and understandable to shareholders whilst reflecting the company’s values and strategic goals, the remuneration and incentivisation of the Chairman and senior management (as appropriate) and to make recommendations to the Board on the framework for executive remuneration and its cost.

The Remuneration Committee review the Company’s remuneration policies to ensure that the Company attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company whilst being proportionate and justifiable.

The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. All shareholders are encouraged to attend the Company’s Annual General Meeting and the Board discloses the results of General Meetings by way of announcement.

The Company’s annual financial statements will be publicly announced once audited and will also be available on the Company’s website and at the Company’s registered office.

Information on the Investor Relations section of the Company’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars. Shareholders with a specific enquiry can contact us on the website contact page.

Charles Goodfellow

Non-Executive Director

9 October 2026

Directors’ responsibilities

The Directors are responsible for preparing the Strategic Report, Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial period. Under that law they are required to prepare financial statements in accordance with the UK adopted international accounting standards (IAS), in conformity with the requirements of the Companies Act.

The financial statements are required by law and IAS to present fairly the financial position and performance of the Company; the Companies Act 2006 provides in relation to such financial statements that references in the relevant part of the Act to financial statements give a true and fair view and references to their achieving a fair presentation.

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 the period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock exchange.

In preparing the Company’s 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;

● state whether applicable UK adopted international accounting standards (IAS), in conformity to the Companies Act, been followed, subject to any material departures disclosed and explained in the financial statements.;

● prepare the financial statements on a going concern basis unless it is inappropriate to assume the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Statement of Profit or Loss and Other Comprehensive Income

Statement of Financial Position

The financial statements were approved by the Board, authorised for issue on 9 October 2026 and were signed on its behalf by:

Neil Sinclair

Executive Chairman

Statement of Changes in Equity

Share capital

Share capital represents the nominal value on the issue of the Company’s equity share capital, comprising £0.01 ordinary shares.

Warrant reserve

Warrant reserve represents the fair value of warrants issued to investors and the Company’s advisor at the time of listing on the Standard Segment of the Main Market of the London Stock Exchange and to investors in January 2024.

Retained earnings

Retained earnings represent the cumulative net losses of the Company recognised through the Statement of Profit or Loss and Other Comprehensive Income.

Statement of Cash Flow

Notes to the Financial Statements

1. Accounting policies

General information

Pristine Capital Plc (the “Company”) is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 6 Heddon Street, London, W1B 4BT, with registered number 13628889.

The Company was formed on 17 September 2021 as a cash shell with the aim to undertake one or more acquisitions, which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase or a scheme arrangement of a majority interest in a company or business. The Company shares were admitted to trading on the Standard List of the Main Market on the London Stock Exchange on 4 March 2022. It now forms part of the Equity Shares (Transition) category. It is now intended that the Company will focus on the Real Estate Sector.

On 30 July 2026 the Company changed its accounting reference date to 30 October from 31 October to facilitate the filing of accounts at Companies House.

Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to both periods presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with the UK adopted International Accounting Standards and Companies Act 2006 and are presented in the sterling which is the functional currency of the Company and rounded to the nearest whole pound.

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of assets and liabilities held at fair value.

The preparation of financial statements in conformity with the UK adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. There was one area involving a higher degree of judgement or complexity, where assumptions and estimates were significant in the financial statements, this related to the Classification & Valuation of Share warrant instruments (see further information in critical accounting judgements, estimates and assumptions section of this note.

No dividends were declared or paid in either period.

Going concern

The Company has reported a loss for the period of £870,652 (year ended 31 October 2024: loss of £284,784) and net liabilities of £81,674 (2024: net asset of £788,978).

The Company had cash reserves at the period-end of £302,707 (31 October 2024: £764,364).

The Directors have prepared a cash flow forecast for the period ending 31 October 2027, which takes into account the cost and operational structure of the Company and working capital requirements. This forecast indicates that the Company’s cash resources will be sufficient to cover the projected expenditure for the period of 12 months from the date of approval of these financial statements. This forecast indicates that the Company, in order to meet their operational objectives, and expected liabilities as they fall due will be required to raise additional funds within the next 12 months. The Company has entered into a conditional subscription agreement and convertible loan note which, in aggregate, will provide the Company with £500,000 of funding (the “Fundraise”). In addition, the Company has entered into conditional settlement arrangements with its creditors (the “Creditor Settlement” and, together with the Fundraise, the “Proposals”). The Proposals are conditional on the approval of shareholders at a general meeting of certain resolutions that are required to implement the Proposals. The Company has posted a circular to shareholders to convene the general meeting on 27

Going concern (cont’d)

October 2026. The Directors believe that the Proposals are in the best interest of Shareholders as they would enable the Company to pay its debts and provide it with capital to pursue a future transaction. On the basis that they anticipate the proposals to be implemented; the Board has prepared the accounts on a going concern basis. Should the Proposals not be implemented for any reason, the Company would not be able to meet its liabilities as they fall due and it is likely that the Company would be placed into administration or liquidation.

Adoption of new and revised standards and changes in accounting policies

The following new and amended Standards and Interpretations have been issued but are effective for the current financial period of the Company.

In the current period, the Company has applied a number of amendments to Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 November 2024. These have not had any material impact on the amounts reported for the period under review or prior years.

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:

Adoption of new and revised standards and changes in accounting policies

The Directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial period, they become effective.

Financial instruments

Financial assets and financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Financial liabilities

The Company classifies its financial liabilities in the category of financial liabilities measured at amortised cost. The Company does not have any financial liabilities at fair value through profit or loss.

Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost include:

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

Operating loss

Operating loss is stated after crediting all items of operating income and charging all items of operating expense.

Taxation

The tax currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/ (assets) are settled/ (recovered).

Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial period are discussed below.

 Classification & Valuation of Share warrant instruments

The classification of the broker and investor warrant instruments issued by the Company at the time of admission to trade on the Standard Segment of the Main Market of the London Stock Exchange and further issuance to investors in January 2024, was assessed in accordance with IFRS 9 and IAS 32. These warrants were assessed as meeting the criteria to be classed as equity instruments and are therefore accounted for as such in the financial statements being an expense through the Statement of Comprehensive Income and an equity reserve in the Statement of Financial Position.

The Company estimated the fair value of the equity instruments at the grant date using the Black Scholes Model in which the terms and conditions upon which those equity instruments were granted are considered. Refer to Note 10 for more detail relating to the share warrant instruments.

2. Nature of expenses

3. Staff costs, including Directors

During the period the Company had an average of 3 employees who were management (31 October 2024: 3). The employees are Directors of the Company.

The Directors did not earn or accrue any fees or salaries or receive any expenses for either period end; as such there is no requirement to complete a directors remuneration report within the annual report; this will be revisited upon the commencement of fees being paid to the directors in future periods.

4. Taxation

The tax assessed on loss before tax for the period differs to the applicable rate of income tax in the UK for small companies of 25% The differences are explained below:

As at 30 October 2025 the Company had unused tax losses of £835,052 (31 October 2024: £408,688) available for offset against future profits. The deferred tax asset relating to these losses is not provided for due to the uncertainty over the timing of any future profits.

5. Earnings per ordinary share

The earnings and number of shares used in the calculation of loss/earnings per ordinary share are set out below:

As at the end of the period ended 30 October 2025, there were 318,698,005 (31 October 2024: 318,698,005) share warrants in issue, which had an anti-dilutive effect on the weighted average number of shares which have been included in the above calculation of diluted loss per share.  Refer to Note 10 for more information relating to the share warrant instruments.

6. Trade and other receivables

Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The Directors consider that the carrying value of cash and cash equivalents approximates to their fair value.

8. Trade and other payables

All trade and other payables fall due for payment within one year. The Directors consider that the carrying value of trade and other payables approximates to their fair value.

9. Share capital

On 11 February 2022, the Company issued 4,999,900 new Ordinary Shares at £0.01 per share.

On 4 March 2022, 120,000,100 new Ordinary Shares were issued at £0.01 per share.

On 22 January 2024, the Company issued 31,224,000 new ordinary shares of £0.01 at a price of 1p per share for gross proceeds of £312,240.

On 22 January 2024, the Company issued 4,500,000 new ordinary shares of £0.01 at a price of 1p per share to Peterhouse Capital Limited to cover commissions and fees associated with advisory services, shown in the Statement of Profit or Loss as Share-based Payments.

The fully paid ordinary shares have no par value.

10. Share warrant reserve and expenses

Investor warrants

On Admission, the Company issued 250,000,000 Investor Warrants. The Investor Warrant entitles the holder to subscribe for one Ordinary Share at £0.015 per Ordinary Share. The Investor Warrants are exercisable either in whole or in part for a period of 5 years from the date of Admission. The Investor Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Investor Warrant holders to exercise their warrants in this event. When the Company serves notice, any Investor Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

As part of the January 2024 placing, the Company issued 62,448,000 warrants to places, being 2 warrants for every 1 Placing Share issued, exercisable at 1.5p either in whole or in part for a period of 5 years from Admission. The warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the warrant holders to exercise their warrants in this event. When the Company serves notice, any warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled. These investor warrants match those issued to investors on Admission as detailed above.

Broker warrants

On Admission, the Company issued 6,250,005 Broker Warrants to Peterhouse Capital Limited. The Broker Warrants are exercisable at £0.01 per Ordinary Share and are exercisable either in whole or in part for a period of 5 years from the date of Admission. The Broker Warrants are non-transferable. The Broker Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Broker Warrant holders to exercise their warrants in this event. When the Company serves notice, any Broker Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

Details of the number of warrants and the Weighted Average Exercise Price (WAEP) outstanding during the period are set out below.

The fair value of warrants granted is calculated using the Black-Scholes Pricing Model. The model is internationally recognised as being appropriate to value warrants. The total number of warrants outstanding at 30 October 2025 were 318,698,005 (31 October 2024: 318,698,005).

Movements in reserves

Movements in the warrant reserve are set out below:

Set out below are summaries of warrants granted:

11. Financial instruments

Categories of financial assets and liabilities

The following tables set out the categories of financial instruments held by the Company:

The Company’s financial instruments comprise cash and cash equivalents and trade payables that arise directly from the Company’s operations. The main purpose of these instruments is to ensure that the Company has sufficient resources to fulfil its investment strategy. The main risks arising from holding these financial instruments are market risk and liquidity risk.

Market risk

All trading instruments are subject to market risk, the potential that future changes in market conditions may make any future investments less valuable, due to fluctuations in security prices, as well as interest and foreign exchange rates. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Liquidity risks

The Company seeks to manage liquidity risk by ensuring sufficient liquid assets are available to meet foreseeable needs and to invest liquid funds safely and profitably. All cash balances are immediately accessible, and the Company holds no trades payable that mature in greater than 3 months, hence a contractual maturity analysis of financial liabilities has not been presented. Since these financial liabilities all mature within 3 months, the Directors believe that their carrying value reasonably equates to fair value.

Capital Disclosure and Capital Management

The Company defines capital as issued capital and retained earnings as disclosed in statement of changes in equity. The Company manages its capital to ensure that the Company will be able to continue to pursue strategic investments and continue as a going concern. The Company does not have any externally imposed financial requirements.

12. Related party transactions

Shareholdings and warrants held by each of the directors is shown in the directors’ interests’ section of the Directors’ Report.

13. Operating lease commitments

At the balance sheet date, the Company had no outstanding commitments under operating leases.

14. Ultimate Controlling Party

The Company considers that there is no ultimate controlling party.

15. Post Balance Sheet Events

It was announced on 12 December 2025 that the Company will not be proceeding with the Proposed Acquisition, as first announced on 27 June 2025.

On 30 July 2026, the Company changed its accounting reference date to 30 October and on 1 September 2026 its registered office changed to 6 Heddon Street, London, W1B 4BT.

Pristine announced on 9 October 2026 that the Company had reached agreement in principle with RareWorld Limited (the “Investor”) in relation to an investment of £500,000 in the Company, and with the Company’s creditors in relation to the settlement of the Company’s outstanding liabilities.

The Investment comprises two elements: (i) a subscription by the Investor for 688,500 Consolidated Ordinary Shares at the Issue Price of 10 pence per share, raising £68,850; and (ii) the issue to the Investor of interest-free convertible loan notes in an aggregate principal amount of £431,150 under the Investor CLN. Immediately following Completion, the Subscription Shares will represent 29.99% of the Company’s issued ordinary share capital.

At the same time, the Company has agreed the terms of a settlement with its creditors under which the Creditors will receive an aggregate cash payment of £238,069.96 and interest-free convertible loan notes in an aggregate principal amount of £248,395.45 in full and final settlement of the £486,465.41 (inclusive of VAT) owed to them by the Company.

The Company’s Existing Ordinary Shares have a nominal value of 1 pence each. In order to reduce the number of Ordinary Shares in issue and to establish a more appropriate relationship between the nominal value and the market value of the Ordinary Shares, the Company is proposing the Capital Reorganisation. Under the Capital Reorganisation, every 100 Existing Ordinary Shares will be replaced by one Consolidated Ordinary Share of 1 pence, and deferred shares of 0.99 pence each, carrying only very limited rights.

The Proposals are conditional, among other things, upon the passing of the Resolutions by Shareholders at the General Meeting on 27 October 2026.

16. Capital Commitments

There were no contracts for capital expenditure at the period end.