These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Africa Resources Co. Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, Manfield House, 1 Southampton Street, London, WC2R 0LR.

The comparative period covers a the period more than one year, ending on 31 December 2024 for a period and is therefore longer period than the current reporting period. Accordingly, the comparative amounts presented in these financial statements are not directly comparable with those of the current period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. Africa Resources Co. Ltd is a wholly owned subsidiary of Ganzhou Chenguang Rare Earths New Material Co. Ltd and the results of Africa Resources Co. Ltd are included in the consolidated financial statements of Shenghe Resources Holdings Co., Ltd, the ultimate parent company, which are available from 7th Floor, Tianfu, No. 66 Shenghe 1st Road, Chengdu High-tech Zone, China.

The accounts have been prepared on the going concern basis, as the parent company have confirmed they will provide continued financial support to allow the company to trade and continue to meet its liabilities as and when they fall due for at least 12 months from the date of signing the financial statements.

The directors believe that the Company can successfully manage its business risks and, after making relevant enquiries, the directors have a reasonable expectation that the Company will have access to adequate resources to continue to trade for the foreseeable future and they believe it is appropriate to continue to adopt the going concern basis in preparing the annual report and accounts. No adjustments have been made should the parent company withdraw its support to the Company.  

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The average monthly number of persons (including directors) employed by the company during the year was:

Details of the company's subsidiaries at 31 December 2025 are as follows:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 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.

On 30 June 2026, the Company allotted one Ordinary AUD share and one Ordinary USD share to Ganzhou Chenguang Rare Earths New Material Co. Ltd in consideration for the release of debt owed by the Company. The consideration comprised a debt release and was treated as cash consideration in accordance with section 583 of the Companies Act 2006.

The newly issued shares carry full voting, dividend and capital distribution rights and do not confer any rights of redemption.

Prior to the allotment, the Company had one Ordinary GBP share in issue. Following the allotment, the Company had three shares in issue comprising one Ordinary GBP share, one Ordinary AUD share and one Ordinary USD share.

Accordingly, the two newly issued shares represented approximately 66.7% of the Company's issued share capital and voting rights immediately following the transaction.

On 4 August 2026, Ganzhou Chenguang Rare Earths New Material Co. Ltd transferred its shareholdings comprising one Ordinary GBP share, one Ordinary AUD share and one Ordinary USD share to Shenghe (Hainan) Mining Investment Co., Ltd.

These transactions resulted in a significant change in the ownership structure of the Company after the reporting date. As the transactions occurred after 31 December 2025, no adjustment has been made to the amounts recognised in these financial statements

The following amounts were outstanding at the reporting end date:

Inter-group loans and loan from group company are unsecured, interest-free and repayable on demand.

The company has taken advantage of the exemption available in Paragraph 33.1A of FRS102 whereby it has not disclosed transactions with other companies that are wholly owned within the Group.

The company's immediate parent company is Ganzhou Chenguang Rare Earths New Material Co.Ltd, a company registered in China. The ultimate parent company is Shenghe Resources Holdings Co., Ltd a company registered in China.

The smallest and largest group into which the entity is consolidated is Shenghe Resources Holdings Co., Ltd and the group financial statement can be obtained from 7th Floor, Tianfu, No. 66 Shenghe 1st Road, Chengdu High-tech Zone, China.

Please refer to Note 7 for details of the change in ownership after the reporting period.