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REGISTERED NUMBER: 12467417 (England and Wales)




















Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Solar Century Africa Limited

Solar Century Africa Limited (Registered number: 12467417)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Profit or Loss and Other Comprehensive
Income

6

Statement of Financial Position 7

Statement of Changes in Equity 8

Statement of Cash Flows 9

Notes to the Statement of Cash Flows 10

Notes to the Financial Statements 11


Solar Century Africa Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: F Kabalan
C Jarmouni
J De Carteret





REGISTERED OFFICE: 12-14 Ansdell Street
London
W8 5BN





REGISTERED NUMBER: 12467417 (England and Wales)

Solar Century Africa Limited (Registered number: 12467417)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS
In February 2022, the Russian government commenced a war against the people of Ukraine, resulting in a humanitarian crisis and significant disruption to financial, energy and commodity markets. A number of countries, including, the United States of America, European Union, Switzerland and United Kingdom imposed a series of sanctions against the Russian government, various companies, and certain individuals. As of the date of these financial statements the sanctions introduced have not directly affected the company's business but have resulted to major disruptions in the oil and energy markets. As of 31 December 2024, the company did not have any exposure to Russia and Ukraine.

Furthermore, the company did not have any activity in Russia and Ukraine. The company complies with all sanctions applicable to its business activities and will continue to monitor the development of the situation.

Except for the above, there are no other significant events that have occurred between year-end 2024 and the date on which the Directors approved and authorized these financial statements for issue which could have a material impact.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

F Kabalan
C Jarmouni
J De Carteret

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable 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 of the company 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 accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that 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 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.

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 auditors are 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 auditors are aware of that information.

AUDITORS
The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





F Kabalan - Director


29 September 2025

Report of the Independent Auditors to the Members of
Solar Century Africa Limited

Opinion
We have audited the financial statements of Solar Century Africa Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
-have been properly prepared in accordance with IFRSs as adopted by the UK; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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:
- the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Solar Century Africa Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with
laws and regulations and fraud;
- Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;
- Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud;
- Review of tax compliance with the involvement of our tax specialists in the audit;
- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of
expenses;
- Testing transactions entered into outside of the normal course of the Company's business; and
- Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals
with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Solar Century Africa Limited


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




David Iain Black (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Statutory Auditor
Hermes House
Fire Fly Avenue
Swindon
Wiltshire
SN2 2GA

29 September 2025

Solar Century Africa Limited (Registered number: 12467417)

Statement of Profit or Loss and Other Comprehensive Income
for the Year Ended 31 December 2024

2024 2023
Notes $    $   

CONTINUING OPERATIONS
Revenue 2,222,314 68,387

Other operating income 139,601 155,958
Administrative expenses (4,302,797 ) (3,318,137 )
OPERATING LOSS (1,940,882 ) (3,093,792 )

Finance costs 4 (731,938 ) (119,527 )

Finance income 4 135,299 -
LOSS BEFORE INCOME TAX 5 (2,537,521 ) (3,213,319 )

Income tax 6 - 599,159
LOSS FOR THE YEAR (2,537,521 ) (2,614,160 )

OTHER COMPREHENSIVE INCOME
Item that may be reclassified subsequently to profit or loss:
Change in presentational currency - (65,844 )
Income tax relating to item that may be reclassified
subsequently to profit or loss

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

-

(65,844

)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(2,537,521

)

(2,680,004

)

Solar Century Africa Limited (Registered number: 12467417)

Statement of Financial Position
31 December 2024

2024 2023
Notes $    $   
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 7 43,958 48,231
Investments 8 907,452 22,592
Deferred tax 15 604,267 614,242
1,555,677 685,065
CURRENT ASSETS
Trade and other receivables 9 6,309,053 1,205,718
Cash and cash equivalents 10 318,700 722,420
6,627,753 1,928,138
TOTAL ASSETS 8,183,430 2,613,203
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 11 1,100,671 1,313
Retained earnings 12 (6,199,056 ) (3,661,535 )
TOTAL EQUITY (5,098,385 ) (3,660,222 )
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 13 864,684 518,558
CURRENT LIABILITIES
Trade and other payables 13 12,417,131 5,754,867
TOTAL LIABILITIES 13,281,815 6,273,425
TOTAL EQUITY AND LIABILITIES 8,183,430 2,613,203


The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:




F Kabalan - Director C Jarmouni - Director




J De Carteret - Director


Solar Century Africa Limited (Registered number: 12467417)

Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
$    $    $   
Balance at 1 January 2023 1,313 (981,531 ) (980,218 )

Changes in equity
Total comprehensive income - (2,680,004 ) (2,680,004 )
Balance at 31 December 2023 1,313 (3,661,535 ) (3,660,222 )

Changes in equity
Issue of share capital 1,099,358 - 1,099,358
Total comprehensive income - (2,537,521 ) (2,537,521 )
Balance at 31 December 2024 1,100,671 (6,199,056 ) (5,098,385 )

Solar Century Africa Limited (Registered number: 12467417)

Statement of Cash Flows
for the Year Ended 31 December 2024

2024 2023
Notes $    $   
Cash flows from operating activities
Cash generated from operations 1 (608,342 ) 783,170
Interest paid - (119,527 )
Net cash from operating activities (608,342 ) 663,643

Cash flows from investing activities
Purchase of tangible fixed assets (9,876 ) (14,760 )
Purchase of fixed asset investments (884,860 ) -
Net cash from investing activities (894,736 ) (14,760 )

Cash flows from financing activities
Share issue 1,099,358 -
Net cash from financing activities 1,099,358 -

(Decrease)/increase in cash and cash equivalents (403,720 ) 648,883
Cash and cash equivalents at beginning
of year

2

722,420

73,537

Cash and cash equivalents at end of year 2 318,700 722,420

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Statement of Cash Flows
for the Year Ended 31 December 2024

1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024 2023
$    $   
Loss before income tax (2,537,521 ) (3,213,319 )
Depreciation charges 14,149 8,786
Foreign exchange rate changes 9,975 20,051
Finance costs 731,938 119,527
Finance income (135,299 ) -
(1,916,758 ) (3,064,955 )
(Increase)/decrease in trade and other receivables (5,849,813 ) 1,141,875
Decrease in contract assets 14,540 -
Increase in trade and other payables 7,158,229 2,706,250
Decrease in contract liabilities (14,540 ) -
Cash generated from operations (608,342 ) 783,170

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024
31.12.24 1.1.24
$    $   
Cash and cash equivalents 318,700 722,420
Year ended 31 December 2023
31.12.23 1.1.23
$    $   
Cash and cash equivalents 722,420 73,537

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements
for the Year Ended 31 December 2024


1. STATUTORY INFORMATION

Solar Century Africa Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going Concern
For the year ended 31 December 2024 the company incurred a loss before tax of $2,537,521 (2023: $3,213,319): As at 31 December 2024 the company had total negative equity of $5,098,385 (2023: $3,660,222): The management of the company has assessed its ability to continue as a going concern and deems that the going concern assertion is appropriate, as the company has access to continuous support from its parent company.

Change in functional and presentational currency
At 30 June 2024 the company changed their functional and presentational currency to US Dollar from Sterling. This change has been applied retrospectively in these financial statements. A reconciliation of the Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Position as presented in Sterling in the year ended 31 December 2023 financial statements to the comparatives shown in these financial statements is shown in note 18.

Preparation of consolidated financial statements
The financial statements contain information about Solar Century Africa Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepared consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, BB Energy Group Holding DIFC, a company registered in Dubai.

Changes in accounting policies
There have been no changes or amendments to standards that the company needed to apply for the first time for its annual reporting period commencing 1 January 2024.

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the company. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Revenue recognition
Turnover is recognised at the fair value of the consideration received or receivable for goods and
services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Financial assets
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12 months
after the end of the reporting period. These are classified as non-current assets. The Company's loans and
receivables comprise 'trade and other receivables' and 'cash at bank and in hand'.

Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the
Company commits to purchase or sell the asset. Financial assets are initially recognised at fair value plus
transaction costs for all financial assets not carried at fair value through profit or loss.

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or
realise the asset and settle the liability simultaneously.

Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery - 20% on straight line basis

Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Foreign currencies
Foreign currency translations are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income.

Employee benefit costs
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Share capital
Share capital comprises ordinary shares. Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

3. EMPLOYEES AND DIRECTORS
2024 2023
$    $   
Wages and salaries 1,853,427 1,673,621
Social security costs 225,605 214,877
Other pension costs 64,896 53,126
2,143,928 1,941,624

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Staff 18 15

2024 2023
$    $   
Directors' remuneration 209,285 92,859
Directors' pension contributions to money purchase schemes 8,371 3,714

Information regarding the highest paid director for the year ended 31 December 2024 is as follows:
2024
$   
Emoluments etc 209,285
Pension contributions to money purchase schemes 8,371

4. NET FINANCE COSTS
2024 2023
$    $   
Finance income:
Income from loan 135,299 -
Finance costs:
Loan 731,938 119,527

Net finance costs 596,639 119,527

5. LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging/(crediting):
2024 2023
$    $   
Depreciation - owned assets 14,149 9,007
Auditors' remuneration 9,422 6,217
Foreign exchange differences (10,758 ) (155,958 )

6. INCOME TAX

Analysis of tax income
2024 2023
$    $   
Deferred tax - (599,159 )
Total tax income in statement of profit or loss and other comprehensive
income

-

(599,159

)

Taxable losses for the year ended 31 December 2024 have been group relieved. As a result there is no additional deferred tax asset to recognise in respect of the year.

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

7. PROPERTY, PLANT AND EQUIPMENT
Plant and
machinery
$   
COST
At 1 January 2024 67,539
Additions 9,876
At 31 December 2024 77,415
DEPRECIATION
At 1 January 2024 19,308
Charge for year 14,149
At 31 December 2024 33,457
NET BOOK VALUE
At 31 December 2024 43,958
At 31 December 2023 48,231

8. INVESTMENTS
Shares in
group
undertakings
$   
COST
At 1 January 2024 22,592
Additions 884,860
At 31 December 2024 907,452
NET BOOK VALUE
At 31 December 2024 907,452
At 31 December 2023 22,592

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

8. INVESTMENTS - continued

The Company's investments at the Statement of Financial Position in the share capital of companies included the following:

Related undertakings

Solarcentury Mozambique Limited
Registered office: Avenida 24 de Julho, number 7 District Kampfumo, Maputo
City, Mozambique

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 99 99

Solarcentury Namibia (Proprietary) Limited
Registered office: 1st Floor, 1@Steps, c/o Chasie & Grove Street, Kleine
Kuppe, Windhoek, Namibia

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury Power Limited
Registered office: 12-14 Ansdell Street, London W8 5BN, United Kingdom
Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury Asset Holdings (Africa Limited)
Registered office: 12-14 Ansdell Street, London W8 5BN, United Kingdom
Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury Trading (Proprietary) Limited
Registered office: 1st Floor, 1@Steps, c/o Chasie & Grove Street, Kleine
Kuppe, Windhoek, Namibia

Nature of business: Trading electricity in SAPP market
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury Asset holdings (Namibia) Pty Ltd
Registered office: 1st Floor, 1@Steps, c/o Chasie & Grove Street, Kleine
Kuppe, Windhoek, Namibia

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury Asset holdings Zamibia Limited
Registered office:Stand No. 2374, CCO House, 2nd Floor, Kelvin Siwale
Road, Show Grounds, Lusaka, Zambia

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 -








Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

8. INVESTMENTS - continued


Gerus Solar One (Namibia) (Proprietary) Limited
Registered office: 1st Floor, 1@Steps, c/o Chasie & Grove Street, Kleine
Kuppe, Windhoek, Namibia

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 -

Solarcentury One Power Limited
Registered office:Stand No. 2374, CCO House, 2nd Floor, Kelvin Siwale
Road, Show Grounds, Lusaka, Zambia

Nature of business: Renewable energy department
2024 2023

Class of shares:
%
holding


% holding
Ordinary 100 -

North Mole BESS One Limited
Registered office: Suite 23, Portland House, Glacis Road, Gibratar
Nature of business: Constructing a battery energy storage system
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Eurkeka Solar IPP Holdings Limited
Registered office: 12-14 Ansdell Street, London W8 5BN, United Kingdom
Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Eurkeka Solar (private) Ltd
Registered office: 12-14 Ansdell Street, London W8 5BN, United Kingdom
Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

Solarcentury East Africa Ltd
Registered office: Ngong road, building N.R. No. 209/311/5 Williamson
House, Nairobi, Keyna

Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 90.9 90.9

Solarcentury Ghana Ltd
Registered office: No. 1B Quartey Papafio Avenue, Accra, Ghana
Nature of business: Renewable energy department
2024 2023
Class of shares: % holding % holding
Ordinary 100 100

The company was liquidated in 2025.

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. TRADE AND OTHER RECEIVABLES

2024 2023
$    $   
Current:
Trade debtors 26,632 38,241
Amounts owed by group undertakings 6,195,842 1,092,139
Derivative financial asset 14,540 442
VAT 7,156 9,048
Prepayments and accrued income 64,883 65,848
6,309,053 1,205,718

10. CASH AND CASH EQUIVALENTS

2024 2023
$    $   
Bank accounts 318,700 722,420

11. CALLED UP SHARE CAPITAL

Allotted and issued:
Nominal 2024 2024
Number: Class: value: $ $
100 Ordinary A $1.31 131 131
900 Ordinary B $1.31 1,182 1,182
875,000 Ordinary D $1.26 1,099,358 -
1,100,671 1,313

During the year 875,000 Ordinary D shares with a nominal value of $1.26 (£1.00) each were allotted and issued at par.

The Ordinary A and B shares rank equally with regards to voting right, dividends and distribution on winding up or other repayments of capital. There are no restrictions attached to the shares.

Ordinary D shares do not confer on any holder the right to receive notice of or to attend, speak or vote at any general meetings of the company, nor to receive and vote on proposed written resolutions of the company.

12. RESERVES
Retained
earnings
$   

At 1 January 2024 (3,661,535 )
Deficit for the year (2,537,521 )
At 31 December 2024 (6,199,056 )


13. TRADE AND OTHER PAYABLES

2024 2023
$    $   
Current:
Trade creditors 32,901 52,621
Social security and other taxes 63,606 44,083
Other creditors 3,498 -
Accruals and deferred income 61,214 358,361
Amounts owed to group undertakings 12,241,372 5,299,802
Derivative financial liabilities 14,540 -
12,417,131 5,754,867

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

13. TRADE AND OTHER PAYABLES - continued

2024 2023
$    $   
Non-current:
Amounts owed to group undertakings 864,684 518,558

Aggregate amounts 13,281,815 6,273,425

Included within amounts owed to group undertakings is a loan of $864,684 (2023: $518,558). The original loan repayable by 31 December 2024 with interest 3.89% was amended and restated on 20 March 2025 with an interest rate comprised of the relevant SOFR Price plus the Margin Rate, the loan is unsecured.

14. FINANCIAL INSTRUMENTS

Financial Instruments by category


At 31 December 2024
Financial assets
at amortised
cost
At fair value
through profit
& loss

Liabilities at
amortised cost


Total
$ $ $ $
Financial assets
Trade and other receivables 6,294,513 - - 6,294,513
Derivative financial assets - 14,540 - 14,540
Cash at bank and in hand 318,700 - - 318,700

Financial liabilities
Trade and other payables - - (13,281,815 ) (13,281,815 )
Derivative financial liabilities - (14,540 ) - (14,540 )
6,627,753 - (13,281,815 ) (6,654,062 )





At 31 December 2023
Loans and
receivables
At fair value
through profit
& loss
Liabilities at
amortised cost
Total
$ $ $ $
Financial assets
Trade and other receivables 1,205,718 - - 1,205,718
Cash at bank and in hand 722,420 - - 722,420

Financial liabilities
Trade and other payables - - (6,273,425 ) (6,273,425 )
1,928,138 - (6,273,425 ) (4,345,287 )


15. DEFERRED TAX

2024 2023
$    $   
Balance at 1 January (614,242 ) -
Deferred tax provided in respect of loss - (599,159 )
Foreign exchange rate movement 9,975 (15,083 )
Balance at 31 December (604,267 ) (614,242 )

16. CONTINGENT LIABILITIES

The company has provided security for a loan taken out with a third party by one of its subsidiaries by means of entering into a fixed and floating charge over the company's shares in that subsidiary.

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

17. RELATED PARTY DISCLOSURES

The company's immediate parent is BB Energy Renewable Division (RED) Pte Ltd (incorporated in Singapore) which holds 90% of the company's shares. The ultimate parent is BB Energy Group Holding DIFC (incorporated in Dubai). There is no individual controlling party.

Related parties include the ultimate parent, BB Energy Group Holding DIFC and affiliates. The company receives financial support for its operation from affiliated companies. During the year the company received recharges from related entities of $1,747,548 (2023: $2,868,677). At the year end the company had outstanding balances owed to the affiliates and other related party companies of $13,120,596 (2023: $5,819,360). During the year the company issued recharges to related entities of $2,157,735 (2023: $Nil). At the year end the company had outstanding balances owed from the affiliates and other related party companies of $6,195,842 (2023: $1,092,139).

Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

18. CHANGE IN FUNCTIONAL AND PRESENTATIONAL CURRENCY

The financial statements for the year ended 31 December 2023 were presented in Sterling. The current year financial statements are presented in US Dollars. This change in functional and presentational currency has been applied retrospectively with Statement of Profit or Loss balances for the year ended 31 December 2023 translated at an average exchange rate for the year, assets and liability balances in the Statement of Financial Position at 31 December 2023 translated at the year end exchange rate and equity balances in the Statement of Financial Position translated at appropriate historic rates.

A reconciliation of the Statement of Profit or Loss and Statement of Financial Position as presented in Sterling in the 31 December 2023 financial statements and the comparatives in these financial statement as presented in US Dollars is shown below.

Reconciliation of Statement of Profit or Loss and Other Comprehensive Income

Balances Balances
in in
Sterling US Dollars
as presented as presented
in the 31 in the
December comparatives
2023 to these
financial Exchange financial
statements rate statements
(£) used ($)
CONTINUING OPERATIONS
Revenue 55,000 1.2434 68,387

Other operating income 125,429 1.2434 155,958
Administrative expenses (2,688,600 ) 1.2434 (3,318,137 )
OPERATING LOSS (3,093,792 )

Finance costs (96,129 ) 1.2434 (119,527 )
LOSS BEFORE INCOME TAX (2,584,300 ) (3,213,319 )

Income tax 481,872 1.2434 599,159
LOSS FOR YEAR (2,102,428 ) (2,614,160 )

OTHER COMPREHENSIVE INCOME
Change in presentational currency - (65,844 )

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR (2,102,428 ) (2,680,004 )




















Solar Century Africa Limited (Registered number: 12467417)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024




Reconciliation of statement of financial position

Balances Balances
in in
Sterling US Dollars
as presented as presented
in the 31 in the
December comparatives
2023 to these
financial Exchange financial
statements rate statements
(£) used ($)
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 37,837 1.27 48,231
Investments 17,723 1.27 22,592
Deferred tax 481,872 1.27 614,242
537,432 685,065

CURRENT ASSETS
Trade and other receivables 945,884 1.27 1,205,718
Cash and cash equivalents 566,737 1.27 722,420
1,512,621 1,928,138
TOTAL ASSETS 2,050,053 2,613,203
EQUITY
SHAREHOLDERS' EQUITY
Called-up share capital 1,000 Historic 1,313
Retained earnings (2,872,438 ) Historic (3,661,535 )
TOTAL EQUITY (2,871,438 ) (3,660,222 )
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 406,808 1.27 518,558
CURRENT LIABILITIES
Trade and other payables 4,514,683 1.27 5,754,867
TOTAL LIABILITIES 4,921,491 6,273,425
TOTAL EQUITY AND LIABILITIES 2,050,053 2,613,203