Half Year Financial Report for the Period ended 30 September 2024

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

Amala Foods PLC

Financial Report

For the Period Ended 30 September 2024

(Unaudited)

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

REPORT OF THE DIRECTORS

The Directors present the report together with the interim financial statements for the Company for the period ended 30 September 2024.

The Company

Amala Foods Plc is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.

Principal Activity and Business Review

The Company's principal activity during the period ended 30 September 2024 was that of identifying potential companies, businesses or asset(s) for acquisition. The Directors are actively seeking new opportunities that will lead to a reverse takeover.

Results and Dividends

The results of the Company for the period ended 30 September 2024 show a loss before taxation of £95,254 (30 September 2023: £39,602).

The Directors do not recommend payment of a dividend for the period ended 30 September 2024 (30 September 2023: nil).

Principal Risks and Uncertainties

The principal business risks that have been identified are as below.

Transaction Risk

There is no guarantee that the potential transaction with Healthcare Medical Plus Pte Ltd will result in a reverse takeover. Even if a transaction is successful, there is no guarantee that the Directors will be successful in managing the new business and derive the value that is hoped for. Should a transaction not be completed, then the Directors will need to invest further time and resources in identifying another suitable target company and raise further funds.

Funding Risk

The Company has not yet achieved profitability and is therefore reliant on periodically raising finance to fund its expenditure. There can be no guarantees that additional capital will be available when required. The Company has not raised any additional funding during the year ended 31 March 2024. Further capital may be required prior to achieving a reverse takeover and there is no guarantee that further capital will be available when required or that further capital will be available to fund an enlarged group after the completion of a transaction. The Directors have taken steps to conserve cash including not receiving any remuneration until there is a successful reverse takeover.

Key Personnel Risk

The Company is dependent on the experience and abilities of its Directors. Whilst the Company does not expect any of the Directors to leave the Company, if such individuals were to leave the Company, and the Company was unable to attract suitable experienced personnel, it could have a negative impact on the future prospects of the Company. The Directors are confident that in the event a Director leaves the Company a suitable replacement could be quickly identified.

Events after the Reporting Period

Refer to Note 20 to the interim financial statements.

Company Directors (served during the period)

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

Share Capital

At 30 September 2024 the issued share capital of the Company stood at 466,920,137 (30 September 2023: 466,920,137) (refer to Note 15).

This Directors' Report was approved by the Board of Directors on 19 December 2024 and is signed on its behalf.

By Order of the Board

Jonathan Morley-Kirk

Chairman

Date 19 December 2024

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

STATEMENT OF COMPREHENSIVE LOSS

For the periods ended 30 September 2024 and 2023, and year ended 31 March 2024

The accompanying accounting policies and notes form an integral part of these accounts.

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

STATEMENT OF FINANCIAL POSITION

As at 30 September 2024 and 2023, and 31 March 2024

The accompanying accounting policies and notes form an integral part of these accounts.

These accounts were approved and signed by the Chairman.

Jonathan Morley-Kirk

Chairman

Date 19 December 2024

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

STATEMENT OF CHANGES IN EQUITY

For the periods ended 30 September 2024 and 2023, and year ended 31 March 2024

The accompanying accounting policies and notes form an integral part of these accounts.

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

CASH FLOW STATEMENT

For the periods ended 30 September 2024 and 2023, and year ended 31 March 2024

There were no significant non-cash transactions relating to the settlement of financial liabilities in the period ended 30 September 2024. On 18 April 2023, the Company settled its borrowings to Riverfort amounting to £80,150 by converting the borrowings to 23,299,314 shares at £0.00344 per share (refer to Note 15).

The accompanying accounting policies and notes form an integral part of these accounts.

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

NOTES TO THE ACCOUNTS

For the period ended 30 September 2024

1. GENERAL INFORMATION

Amala Foods Plc ('Company') is a public company limited by shares. It was incorporated on 11 April 2016 and is registered (registered number 121041) and domiciled in Jersey. The Company's ordinary shares are listed on the main market of the London Stock Exchange (reference DISH).

2. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

The interim financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards ('UK-Adopted IASs') and the requirements of the Companies (Jersey) Law 1991.

The interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that are carried at amortised cost.

The preparation of interim financial statements in accordance with International Financial Reporting Standards ('UK-Adopted IASs') 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. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the interim financial statements, are disclosed in Note 3.

The interim financial statements are prepared in sterling ('£'), which is the functional currency of the Company. Monetary amounts in these interim financial statements are rounded to the nearest £, except when otherwise indicated.

2.1 In issue and effective for years commencing on 01 October 2023

The International Accounting Standards Board ('IASB') issued various amendments and revisions to IFRS and IFRIC interpretations. The amendments and revisions were applicable for the period ended 30 September 2024 but did not result in any material changes to the interim financial statements of the Company.

Of the other IFRS and IFRIC amendments, none are expected to have a material effect on the future Company's interim financial statements.

2.2 Standards in issue but not yet effective

At the date of approval of these interim financial statements, the following standards and interpretations which have not been applied in these interim financial statements were in issue but not effective:

The Directors do not believe that the implementation of new standards, amended standards and interpretations issued but not yet effective and have not been early adopted early will have a material impact once implemented in future periods.

2.3 Going Concern

The Company has the following loans, which total £1,092,569 at 30 September 2024 (30 September 2023: £1,092,569):

The Company incurred a loss of £95,254 (30 September 2023: £39,602). At 30 September 2024, the cash held was £19,677

(30 September 2023: £209,742) and the Company had current liabilities of £1,345,341 (30 September 2023: £1,167,139).

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

On 22 September 2023, the Company entered into an Amendment and Restatement of the Deed of Standstill with Riverfort Global Opportunities PCC Limited ('Riverfort') to reprofile outstanding debt to an amount of £707,569 (amended further after year end to £707,719), that would convert to shares at the re-admission price upon a Reverse Takeover and that no interest will accrue and all existing warrants will be cancelled upon a Reverse Takeover (amended further after year end to have all existing warrants cancelled with effect from 22 September 2023).

The Company raised £405,000 in Convertible Loan Notes in the prior year that would largely be used to fund a transaction leading to a Reverse Takeover. These Convertible Loan Notes are automatically converted into shares upon a Reverse Takeover. However, given that the repayment dates for these Convertible Loan Notes have passed, the holders of the convertible loan notes may call upon cash payments should there be no Reverse Takeover.

Having prepared and reviewed the cashflow forecasts, the Directors have ascertained that the due dates of repayment of the Convertible Loan Notes of £405,000 are passed due and so they could be called-in to be paid in cash in the next 12 months. The Directors are confident that should the convertible loan notes, in part or in full, require repayment then they would be able to raise sufficient funds to be able to make such repayments whilst still funding the Company's forecasted expenditure. They are also confident of a transaction occurring and therefore the share conversion option of the convertibles presenting the best value opportunity to holders. The Company is undertaking a reverse takeover process with Healthcare Medical Plus Pte, however, as completion of a reverse takeover by the required dates and thus avoiding cash repayment of the convertible loan notes is not guaranteed and given the requirement to raise further funds in such an event during the next 12 months, they acknowledge that a material uncertainty relating to going concern exists.

The accounts have therefore been prepared on a going concern basis. The auditors make reference to going concern by way of a material uncertainty within their audit report.

3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION UNCERTAINTY

Certain amounts included in the accounts involve the use of judgement and/or estimation. These are based on the management's best knowledge of the relevant facts and circumstances, having regard to prior experience. However, judgements and estimations regarding the future are a key source of uncertainty and actual results may differ from the amounts included in the accounts. Information about judgements and estimations is contained in the accounting policies and/or other notes to the accounts. The key areas are summarised below.

3.1 Share-based payments

Judgement is required when determining the fair value of options and warrants issued under the scope of IFRS 2 (refer to Note 18) as a number of the inputs are subjective.

3.2 Impairment of financial assets

Allowance for ECLs is maintained at a level considered adequate to provide for uncollectible receivables. ECLs are unbiased probability-weighted estimates of credit losses which are determined by evaluating a range of possible outcomes and taking into account past events, current conditions and assessment of future economic conditions. The Company has used relevant historical information and loss experience to determine the probability of default of the financial assets and incorporated forward-looking information based on certain macroeconomic factors such as gross domestic product and inflation rate, including significant changes in external market indicators, which involved significant estimates and judgements.

The amounts advanced to Terra Rara (UK) Ltd have been classified as loan receivable under IFRS 9 and therefore the Directors have to consider the recoverable value of this balance by applying the expected credit loss approach. The Directors assessed that given the reverse takeover did not proceed it was unlikely that the loan would be recovered (Refer to Note 13).

3.3 Post year-end settlement of convertible loan notes

The convertible loan notes issued prior to 30 September 2024 are due for repayment in cash within 6 months of the approval date of these interim financial statements should a reverse takeover not take place by the dates noted within the underlying agreements.

Should the reverse takeover not take place by the specified dates, the Directors make a judgement that the Company would be able to settle the convertible loan notes in cash by deferring payment until such a point that they were able to raise the requisite funds.

AMALA FOODS PLC

FINANCIAL REPORT FOR THE PERIOD ENDED 30 SEPTEMBER 2024 (UNAUDITED)

4. ACCOUNTING POLICIES

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

4.1 Income taxes

Current income tax liabilities comprise those obligations to fiscal authorities in the countries in which the Company carries out operations and where it generates its profits. They are calculated according to the tax rates and tax laws applicable to the financial period and the country to which they relate. All changes to current tax assets and liabilities are recognised as a component of the tax charge in the statement of comprehensive income.

Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amount of assets and liabilities in the consolidated accounts with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects taxes or accounting profit. Deferred tax liabilities are provided for in full.

Deferred tax assets are recognised when there is sufficient probability of utilisation. Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.

4.2 Financial assets

Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income or at fair value through profit or loss depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset.

A loss allowance for expected credit losses is determined for all financial assets, other than those at fair value through profit or loss ('FVPL'), at the end of each reporting period. The Company applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision.

The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Company applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

4.3 Financial liabilities

Financial liabilities include convertible loans and trade and other payables. In the statement of financial position these items are included within current liabilities. Financial liabilities are recognised when the Company becomes a party to the contractual agreements giving rise to the liability. Interest-related charges are recognised as an expense in finance costs in the income statement unless they meet the criteria of being attributable to the funding of construction of a qualifying asset, in which case the finance costs are capitalised.

Trade and other payables and convertible loans are recognised initially at their fair value and subsequently measured at amortised costs using the effective interest rate, less settlement payments. Convertible loans issued in the year are classified as a financial liability as there is a contractual obligation to pay cash that the issuer cannot avoid, the exceptions in IAS 32.16A- D are not met and it is not a derivative.

The Company derecognises financial liabilities when the Company's obligations are discharged, cancelled or have expired.

4.4 Segmental reporting

An operating segment is a component of the Company engaged in revenue generation activity that is regularly reviewed by the Chief Operating Decision Maker ('CODM') for the purposes of allocating resources and assessing financial performance. The CODM is considered to be the Board of Directors.

The Company's operating segments are based on geographical location and determined solely as Jersey (refer to Note 5 of the interim financial statements).