African Strategic Metals PLC

Registered number

13289135

Report and Financial Statements

31 March 2025

African Strategic Metals PLC
Report and accounts
Contents




Page

Company information	1
Strategic report	2
Directors' report	3
Independent auditor's report	5
Statement of comprehensive income	9
Statement of financial position	10
Statement of changes in equity	11
Statement of cash flows	12
Notes to the financial statements	13

African Strategic Metals PLC

Company Information

Directors

Mark Jackson

Michael Seeger

Auditors

Edwards Veeder (UK) Limited

4 Broadgate

Broadway Business Park

Chadderton

Oldham

OL9 9XA

Registered office

c/o Jacksons Chartered Accountants

Albion House

32 Albion Street

Hull

HU1 3TE

Registered number

13289135

African Strategic Metals PLC
Strategic Report
for the year ended 31 March 2025

Review of the business

The company continues to seek and develop mining opportunities within Africa.

Further work has been carried out on our copper project in Mazowe District, Zimbabwe. Detailed outcrop mapping and soil geochemistry was carried out. The results have been positive for further copper mineralisation. We are still in a legal dispute in respect of a licence area. We received a favourable arbitration award in June 2023, and sought to have it enforced by the High Court. In July 2025 the High Court ruled against this, but on grounds that were obviously wrong. Our legal advisers have appealed against the ruling and are of the opinion that we will succeed. Furthermore, the Judge who presided over the case is currently under investigation, after making a number of erroneous decisions.

The prospects, on which initial work has been done in Matabeleland, Zimbabwe, are still awaiting the formal issue of licences. The government has still not lifted the embargo on the issue of exploration licences.


This report was approved by the board on 29 September 2025 and signed on its behalf.



Mark Jackson
Director

African Strategic Metals PLC
Registered number:		13289135
Directors' Report
for the year ended 31 March 2025

The directors present their report and financial statements for the year ended 31 March 2025.

Principal activities
The company is engaged in exploration for strategic metal resources in Africa, and their subsequent development into mines.

Dividends
No dividend is recommended.

Directors
The following persons served as directors during the year:

	Mark Jackson
	Graham Stanley Jones - passed away on 16 May 2024
	Michael Seeger

Going concern
As explained in the accounting policies on page 12, the financial statements have been prepared under the going concern assmption., which presumes that the company will be able to meets it's obligations as they fall due for at least the next twelve months from the date of signing of the Financial Statements. At the year end the company had net current liabilities of £120,010. The majority of the current liabilities are due to a director, or a company controlled by the director, who has confirmed he will not seek repayment within the next twelve months. The director has also confirmed continued support will be provided over the next twelve months.

The Directors consider the Company to be a going concern.

Directors' responsibilities

The directors are responsible for preparing the report and 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 United Kingdom Generally Accepted Accounting Practice (Financial Reporting Standard 102 and applicable law). 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 estimates that are reasonable and prudent;
●	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
●	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.


Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.



This report was approved by the board on 29 September 2025 and signed on its behalf.



Mark Jackson
Director

African Strategic Metals PLC
Independent auditor's report
to the members of African Strategic Metals PLC
for the year ended 31 March 2025

Opinion

We have audited the company financial statements of African Strategic Metals Plc for the year ended 31 March 2025 which comprise Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
●	give a true and fair view of the state of the company’s affairs as at 31 March 2025 and of its loss for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 Auditor’s responsibilities for the audit of the company 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 company financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, 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.

Material uncertainty related to going concern
We draw attention to note 3 in the financial statements, which indicates that the Company incurred a loss of GBP27,008 for the year ended 31 March 2025 and as at 31 March 2025 the Company had net current liabilities of £120,010 and net liabilities GBP47,171. As stated in note 3, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included:

●	Reviewing management’s financial statements projections which covered a period of at least 12 months from the date of approval of the consolidated financial statements.
●	Challenging management on the assumptions underlying those projections particularly on the nature and timing of forecast cash inflows.
●	Obtaining the latest management accounts post period end to benchmark how the group is performing toward achieving the forecast.
●	Assessing the completeness and accuracy of the matter described in the going concern disclosure within the significant accounting policies as set out on note 3.

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

Our approach to the audit
Our scoping of the company audit was tailored to enable us to give an opinion on the consolidated financial statements as a whole. The company was subject to a full scope audit.

Our application of materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be approximately £3,154, based on 2% of gross assets.

We used different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at approximately £2,366 for the company.

Where considered appropriate performance materiality may be reduced to a lower, such as, for related party transactions and Directors’ remuneration.

We agreed to report to it all identified errors in excess of approximately £158. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.


Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the company financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

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

●	the information given in the strategic report and the directors’ report for the financial year for which the company financial statements are prepared is consistent with the financial statements; and
●	the strategic report and the directors’ report have 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 strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
●	adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
●	the company financial statements and the part of the directors’ remuneration report to be audited 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.

Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of company financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the company 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.

Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report 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 company financial statements.

Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.


Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 together with the FRS 102 and AQUIS Rules and regulations. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the company’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the company for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation (GDPR), taxation legislation, and employment legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors’ and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within judgement and estimates, and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Council about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, and reading minutes of meetings of those charged with governance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of nondetection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.


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 an auditor’s report 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.


Lee Lederberg
(Senior Statutory Auditor)

for and on behalf of
Edwards Veeder (UK) Limited
	4 Broadgate
	Broadway Business Park
	Chadderton
	Oldham
	OL9 9XA
Statutory Auditor

29 September 2025

African Strategic Metals PLC
Statement of Comprehensive Income
for the year ended 31 March 2025


Notes		2025		2024
£			£


Cost of sales		-		-

Gross profit		-		-

Distribution costs		-		-
Administrative expenses		(27,008)		(21,228)

Operating loss	4	(27,008)		(21,228)


Loss on ordinary activities before taxation		(27,008)		(21,228)

Tax on loss on ordinary activities	6	-		-

Loss for the financial year		(27,008)		(21,228)


All the activities of the company are from continuing operations.

African Strategic Metals PLC
Statement of Financial Position
as at 31 March 2025

Notes			2025			2024
£				£
Fixed assets
Investments	7		72,839			72,839

Current assets
Debtors	8	84,501			69,644
Cash at bank and in hand		365			87
		84,866			69,731

Creditors: amounts falling due within one year	9	(204,876)			(162,733)

Net current liabilities			(120,010)			(93,002)

Net liabilities			(47,171)			(20,163)

Capital and reserves
Called up share capital	10		55,600			55,600
Profit and loss account	11		(102,771)			(75,763)

Total equity			(47,171)			(20,163)




Mark Jackson.
Director
Approved by the board on 29 September 2025

African Strategic Metals PLC
Statement of Changes in Equity
for the year ended 31 March 2025

Share		Profit		Total
capital		and loss
account
£		£		£

At 1 April 2023	55,600		(54,535)		1,065

Loss for the financial year	-		(21,228)		(21,228)

Other comprehensive income for the financial year	-		-		-
Total comprehensive income for the financial year	-		(21,228)		(21,228)


At 31 March 2024	55,600		(75,763)		(20,163)
At 31 March 2024 as restated	55,600		(75,763)		(20,163)



At 1 April 2024	55,600		(75,763)		(20,163)

Loss for the financial year	-		(27,008)		(27,008)

Other comprehensive income for the financial year	-		-		-
Total comprehensive income for the financial year	-		(27,008)		(27,008)

At 31 March 2025	55,600		(102,771)		(47,171)

African Strategic Metals PLC
Statement of Cash Flows
for the year ended 31 March 2025

Notes	2025		2024
£		£
Operating activities
Loss for the financial year	(27,008)		(21,228)

Adjustments for:
Decrease in debtors	3,982		13,086
(Decrease)/increase in creditors	(2,156)		3,657
	(25,182)		(4,485)


Cash used in operating activities	(25,182)		(4,485)

Investing activities
Payments to a subsidiary	(18,839)		(64,466)

Cash used in investing activities	(18,839)		(64,466)

Financing activities
Proceeds from new loans	44,299		68,316

Cash generated by financing activities	44,299		68,316

Net cash generated/(used)
Cash used in operating activities	(25,182)		(4,485)
Cash used in investing activities	(18,839)		(64,466)
Cash generated by financing activities	44,299		68,316

Net cash generated/(used)	278		(635)

Cash and cash equivalents at 1 April	87		722
Cash and cash equivalents at 31 March	365		87

Cash and cash equivalents comprise:
Cash at bank	365		87

African Strategic Metals PLC
Notes to the Accounts
for the year ended 31 March 2025

1	General information

	The company is a public company limited by shares, registered in England and Wales. The address of the registered office is c/o Jacksons Chartered Accountants, Albion House, 32 Albion Street, Hull, HU1 3TE.


2	Statement of compliance

	These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.


3	Summary of significant accounting policies

	Basis of preparation
	The financial statements have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.

	Investments
	Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

	Consolidation exemption
	The entity has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the entity and its subsidiary undertakings comprise a small group.

	Financial instruments
	A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

	Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

	Debt instruments are subsequently measured at amortised cost.

	Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.

	Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

	Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

	Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

	For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

	Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.

	At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Going concern
	The Company incurred a loss of GBP27,008 for the year ended 31 March 2025 and as at 31 March 2025 the Company had net current liabilities GBP120,010 and net liabilities GBP47,171. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business.

	The financial statements have been prepared under the going concern assumption., which presumes that the company will be able to meets it's obligations as they fall due for at least the next twelve months from the date of signing of the financial statements. At the year end the company had net current liabilities of £120,010 and net liabilities GBP47,171. The majority of the current liabilities are due to a director, or a company controlled by the director, who has confirmed he will not seek repayment within the next twelve months. The director has also confirmed continued support will be provided over the next twelve months.

	The company has prepared cashflow projections based upon estimates of key variables to expenditure through to May 2026 that supports the conclusion of the Directors that they expect sufficient funding to be available to meet the Company's anticipated cashflow reqirements to this date.

	The directors are therefore of the opinion that it is appropriate to prepare the financial statements on a going concern basis. Should the Company be unable to continue as a going concern, adjustments would have to be made to the financial statements to adjust the value of the Company’s assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify non-current assets and liabilities as current assets and liabilities, respectively.

4	Operating profit					2025		2024
£							£
	This is stated after charging:

	Auditors' remuneration for audit services					4,620		4,410
	Carrying amount of stock sold					-		-


5	Staff costs					2025		2024
£							£

	Wages and salaries					-		-
	Social security costs					-		-
	Other pension costs					-		-
						-		-


	Average number of employees during the year					Number	Number

						-		-


6	Taxation					2025		2024
£							£
	Analysis of charge in period

	Tax on profit on ordinary activities					-		-


	Factors affecting tax charge for period
	The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows:

						2025		2024
£							£
	Loss on ordinary activities before tax					(27,008)		(21,228)

	Standard rate of corporation tax in the UK					19%		19%

£							£
	Profit on ordinary activities multiplied by the standard rate of corporation tax					(5,132)		(4,033)

	Effects of:
	Losses carried forward					5,132		4,033

	Current tax charge for period					-		-


7	Investments
Investments in
subsidiary
undertakings
£
	Cost
	At 1 April 2024							72,839

	At 31 March 2025							72,839

	Subsidiary
	Jackal Mines (Private) Limited
	200 Herbert Chitepo Avenue
	Harare
	Zimbabwe

8	Debtors					2025		2024
£							£

	Amounts owed by group undertakings and undertakings in which the company has a participating interest					83,305		64,466
	Other debtors					1,196		5,178
						84,501		69,644


9	Creditors: amounts falling due within one year					2025		2024
£							£

	Other creditors					100,685		93,985
	Directors loan					98,490		60,891
	Accruals and deferred income					5,701		7,857
						204,876		162,733


10	Share capital	Nominal		2025		2025		2024
value			Number		£		£
	Allotted, called up and fully paid:
	Ordinary shares	1p each		5,560,000		55,600		55,600

	On 24 March 2021:
	5,010,000 ordinary 1p shares were issued at par

	On 24 May 2021:
	240,000 ordinary 1p shares were issued at par

	On 10 September 2021:
	310,000 ordinary 1p shares were issued at par

11	Profit and loss account					2025		2024
£							£

	At 1 April					(75,763)		(54,535)
	Loss for the financial year					(27,008)		(21,228)

	At 31 March					(102,771)		(75,763)


12	Related party transactions

	During the period Ventura Finance Limited, a company controlled by Mark Jackson, and a controlling shareholder, advanced £6,700 (2024 - £20,575) to the company, a total of £100,685 (2024 - £93,985) was outstanding at the year end. This amount, which is repayable on demand, is interest free. In addition, Mark Jackson provided a £37,599 ( 2024 -£47,741) loan in the year, on similiar terms, and at the year end £98,490 (2024-£60,891) was outstanding.

	Fees for management were paid to MX Mining Capital Advisors GmbH amounting to £15,165 (2024- £14,244) in the year. This company is controlled by Michael Seeger.

13	Controlling party

	The company is controlled by Mark Jackson.


14	Legal form of entity and country of incorporation

	African Strategic Metals PLC is a public company limited by shares and incorporated in England.


	c/o Jacksons Chartered Accountants
	Albion House
	32 Albion Street
	Hull
	HU1 3TE