Portfolio Review

Anglo-African Minerals plc

Anglo-African Minerals plc ("AAM") is an unlisted advanced mineral exploration company, incorporated in Ireland, focused on the progression of its bauxite mining projects located in the Republic of Guinea, which hosts two thirds of the world's bauxite. Bauxite is the composite material that contains alumina, which is the feedstock for aluminium.

AAM has previously engaged in discussions with various parties for the sale of the company. However, due to factors including the coup d'etat in Guinea, there was a lengthy delay in the due diligence process in the latter stages of a proposed sale. Any realisation from the sale of AAM is now extremely unlikely and the Board continues to make full provision against both its investment in AAM's shares and its loans to AAM

Strategic Review

Introduction

This review is part of the Strategic Report being presented by the Company under updated guidelines for UK-listed companies' Annual Reports in accordance with the Companies Act 2006; and is designed to provide information primarily about the Company's business and results for the year to 31 March 2025. It should be read in conjunction with the Chairman's Statement on page 3, which provides a detailed review of the investment activities for the period and outlook for the future.

GRIT Investment Trust plc ("GRIT" or "the Company") was initially established as an investment trust, seeking to exploit investment opportunities in the junior mining and natural resource sectors. On 7 March 2014, GRIT conducted a share exchange issue through which it acquired an initial portfolio in return for the issue of ordinary shares. The initial portfolio comprised 41 companies and had an aggregate value of £39,520,012 based on the share exchange valuation and, pursuant to the share exchange issue, 39,520,012 ordinary shares were issued (credited as fully paid up) and were admitted to trading on the London Stock Exchange's main market.

At launch, GRIT raised £4.85m through the issue of 9% Convertible Unsecured Loan Stocks, which have since been redeemed.

The Company changed its name to "GRIT Investment Trust plc" on 10 January 2022.

Business model

GRIT was established as a self-managed investment trust run by its Board taking all major decisions collectively.

Investment objective

GRIT's investment objective was to generate medium and long-term capital growth through investing in a diverse portfolio of primarily small and mid-capitalisation natural resources and mining companies, which were listed/quoted on a relevant exchange.

Investment policy

GRIT's investment policy was established to diversify its investments across a number of companies, with a range of natural resource assets, in jurisdictions globally. There were no restrictions as to the commodity classes and geographical regions into which GRIT could invest. However, as it has not been possible for the Company to achieve ongoing Alternative Investment Fund Manager ("AIFM") authorisation, the Company announced on 16 September 2022 that it was seeking a "Reverse Takeover" (RTO) by the acquisition of a business which enables the Company to achieve an appropriate listing on a public market.

Going Concern and Outlook

As a result of the Company's operations being cash flow negative since its inception, the Company has been required to dispose of investment portfolio assets to generate the cash needed to finance its operational costs.

During the prior fifteen-month period, the completion of the Company Voluntary Arrangement ("CVA") resulted in creditors of £112k being removed from the Company's balance sheet.

There were £370k outstanding Convertible Unsecured Loan Notes ("CULNs") at the balance sheet date. Conditional conversion notices received in October 2025 for these (see note 15) may strengthen the Company's balance sheet if completed.

In August 2025, the Board announced that it had signed non-binding heads of terms to acquire Nabirm Global LLC ("Nabirm") through a RTO. The Board is working with advisers to progress the proposed transaction. The Company continues to operate with minimal overheads and in August 2025, by way of a fundraising raised £250k (before expenses) via the issue of new one-year, zero-coupon CULNs, redeemable 12 August 2026, securing sufficient resources to support the pursuit of this transaction.

On the strength of this the Board has adopted a going concern accounting basis for these financial statements.

Principal Risks and Uncertainties and Risk Mitigation

The sole objective of the management team has been to realise the value of the Company's remaining investments and to minimise its administration expenses, with a view to restoring liquidity to the Company and enabling it to re-set and re-launch itself subject to a successful "Reverse Takeover" ("RTO").

The principal risks faced by the Company are:

•      Liquidity risk: limited cash resources relative to ongoing costs and legacy liabilities.

•      Strategic transaction risk: uncertainty regarding the timing and outcome of any RTO or acquisition.

•      Credit risk: primarily exposure to cash balances held with financial institutions.

•      Operational risk: small team size, reliance on third-party providers, and inherited control weaknesses from legacy portfolios.

The Board reviews risks regularly and has implemented proportionate mitigation measures, including enhanced oversight of cash flow and liabilities, and external professional support where needed.

A conventional report covering risks and uncertainties and their mitigation, performance, and social, community, employee responsibilities, environmental policy, and climate-related risks is inappropriate to the Company's current position.

The agreement in principle to acquire Nabirm Global LLC together with the successful fund-raise, in August 2025, gives the Company optimism on its future.

Key Performance Indicators (KPIs)

Given the Company's current status and lack of active investment operations, the Directors do not use Key Performance Indicators to manage the business. Accordingly, no KPIs are presented.

Employees

The Company had no employees throughout the reporting period and therefore has no employee-related policies. The Strategic Report does not therefore include disclosures on employee matters.

Social, Community and Human Rights Issues

Given the Company's limited operational activity and lack of trading operations, the Directors consider that social, community and human rights issues are not relevant to an understanding of the Company's business. Accordingly, the Strategic Report does not include disclosures on these matters.

Gender Diversity

As at 31 March 2025, the Board comprised three directors, all of whom were male. The Company had no employees and no senior managers other than the Directors.

Viability Statement

Normally the Board would have considered a longer-term viability in excess of the going concern period. However, this is not currently considered relevant given the liquidity position, as disclosed in the Going Concern and Outlook section above, whereby further funds will be required to finance future trading opportunities and working capital.

Section 172 Statement

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

The requirements of s172 are for the Directors to:

•              consider the likely consequences of any decision in the long term;

•              act fairly between the members of the Company;

•              maintain a reputation for high standards of business conduct;

•              consider the interests of the Company's employees;

•              foster the Company's relationships with suppliers, customers and others; and

•              consider the impact of the Company's operations on the community and the environment.

The Company's operations and strategic aims are set out throughout the Strategic Review and in the Chairman's Statement, and relationships with shareholders are also dealt with in the Statement of Corporate Governance.

By Order of the Board

AlbR Capital Limited

Secretary

22 December 2025

Board of Directors' Governance Report

The Board fulfils the functions of the Nomination Committee and of the Audit Committee. The Board maintains overall control over the formulation of Company's investment policy and has overall responsibility for the Company's activities.

The Directors who held office during the year and up to the date of signing the financial statements were as follows:

Martin Lampshire Richard A Lockwood Malcolm A Burne

Martin Lampshire

Director

Martin started his career in Lloyds Bank's Commercial Services division in 1989 after completing the Associate Chartered Banker (ACIB) qualification. He has over twenty years' experience in Corporate Broking, working for a number of city-based firms including Teather & Greenwood, Charles Stanley, Hichens Harrison Stockbrokers and Daniel Stewart Stockbrokers. He has assisted many companies in a variety of equity raises including IPO's, secondary fundraisings, vendor and private placings across a variety of sectors. He has also worked in a number of overseas financial centres including Hong Kong, Singapore, Kuala Lumpur and Dubai. He currently serves as a consultant within the corporate broking team at AlbR Capital Limited (note 14).

Remuneration: £nil

Shared Directorships with any other Company Directors: None Shareholding in Company: None

Richard Arthur Lockwood,

Non-Executive Chairman

Richard has forged a successful career in fund management and mining investment and was the founder of New City Investment Management, of which he ran the specialist Geiger Counter Limited Uranium Fund. Mr Lockwood was formerly a director of AIM-listed Kalahari Minerals which was acquired by CGNPC Uranium Resources Co. Ltd. Formerly a mining investment partner for Hoare Govett and McIntosh Securities he was involved in the development and financing of several gold and base metals projects in Europe, Australia and Africa. Mr Lockwood's intimate knowledge and experience in the mining and uranium industries is an asset to the Company during its current growth phase.

Remuneration: £nil

Shared Directorships with any other Company Directors: None

Shareholding in Company: 223,611 shares equal to 0.9% of the issued ordinary share capital as at 22 December 2025

Convertible Loan Notes:Holds £63,507 of Convertible Unsecured Loan Notes ("CULNs") issued by the Company, convertible into ordinary shares under the terms of the instrument.

Malcolm Alec Burne

Executive Director

Malcolm is a former stockbroker and financial journalist with The Financial Times. He has controlled and managed fund management, venture capital and investment banking companies in London, Australia, Hong Kong and North America. He has been a director of more than 20 companies, many of which have been in the mineral resource and gold exploration fields. In 1997, he founded Golden Prospect plc and was executive chairman until 2007 when the company changed its name to Ambrian Capital plc. In addition, he was executive chairman of the Australian Bullion Company (Pty) Limited, which at the time was Australia's leading gold dealer and member of the Sydney Futures Exchange.

Remuneration: £nil

Shared Directorships with any other Company Directors: None

Shareholding in Company: 223,611 shares equal to 0.9% of the issued ordinary share capital as at 22 December 2025

Convertible Loan Notes:Holds £63,507 of CULNs issued by the Company, convertible into ordinary shares under the terms of the instrument.

Other than as disclosed above, neither the Directors nor any persons connected with them had any interest in the share capital or convertible loan notes of the Company during the year or up to the date of signing the financial statements.

Report of the Directors

The Directors present their Annual Report and the audited financial statements for the year ended 31 March 2025.

Results

The Company had no gains or losses on the sale of investments during the year (fifteen-month period ended 31 March 2024: £nil). It incurred costs of £121k (fifteen-month period ended 31 March 2024: £167k) offsetting other income of £nil (fifteen-month period ended 31 March 2024: £90k).

Dividends

No interim or final dividends were declared or paid for the year ended 31 March 2025 (fifteen-month period ended 31 March 2024: £nil).

The Board's policy is to retain earnings while the Company remains in its restructuring phase. Future dividends will be considered once profitability and distributable reserves are restored.

Principal Activity and Status

The Company is registered as a public limited company in terms of the Companies Act 2006 (number: 08256031). It is an investment company as defined by Section 833 of the Companies Act 2006. Historically, the Company operated as a closed-ended investment trust approved by HM Revenue & Customs.

The Company announced its intention to pursue a reverse takeover and, in August 2025, signed non-binding heads of terms in connection with the proposed transaction.

Capital Structure

At 31 March 2025, the Company's issued share capital comprised 24,723,175 ordinary shares of £0.001 each, 50,357,414 deferred shares of £0.0075 each, and 18,198,295 deferred shares of £0.024 each.

The ordinary shares are the only class carrying voting rights and entitlement to dividends and to a return of capital on a winding-up.

The deferred shares carry no right to attend or vote at general meetings, no right to receive dividends or other distributions, and no right to participate in a return of capital on a winding-up until after holders of the existing ordinary shares have received, in aggregate, capital repayments totalling £100 million. These shares were created as a result of historical share consolidations and redenominations. They are not listed or traded and are regarded as having negligible value.

Substantial Interests in Ordinary Share Capital

At 22 December 2025, the only persons known to the Company who, directly or indirectly, were interested in 3% or more of the Company's issued ordinary share capital were as follows:

Some of the shareholdings listed above refer to funds managed on behalf of clients of the groups named.

Financial Statements

The Directors' responsibilities regarding the financial statements and safeguarding of assets are set out on page 12.

Annual General Meeting

A notice of the Annual General Meeting will be posted to shareholders in due course.

Directors' Remuneration Policy and Report

Among the resolutions to be put to the Annual General Meeting as ordinary business will be one approving the Directors' Remuneration Policy. This vote is binding. It is also mandatory for listed companies to put their Directors' Remuneration Report to an advisory shareholder vote.

Induction and Training

New directors appointed to the Board are required to have an understanding of the Company pre-dating their appointment, which is deepened and expanded through individual discussion and contact with the other directors and, in particular, participation at Board meetings. Relevant training is available to directors as required.

Statement Regarding Annual Report and Accounts

Following a detailed review of the Annual Report and Accounts by the Board (acting as the Audit Committee), the Directors consider that, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. In reaching this conclusion, the Directors have assumed that the reader of the Annual Report and Accounts has a reasonable level of knowledge of the investment industry in general.

Energy and Carbon Usage

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is lower than 40,000kWh.

Disclosure of Information to the Auditor

The Directors confirm that, so far as each of the Directors is aware, there is no relevant information of which the Company's auditors are unaware and the Directors have taken all the steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Independent Auditor

Royce Peeling Green Limited ("RPG") were appointed as auditors of the Company following the resignation of PKF Littlejohn LLP, which was registered on Companies House on 1 September 2025. Their appointment remains subject to shareholder approval at the forthcoming Annual General Meeting.

So far as each of the Directors is aware, there is no relevant audit information of which the Company's auditors are unaware. Each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

A Resolution will be proposed at the forthcoming Annual General Meeting to approve the appointment of RPG as independent auditor of the Company and to authorise the Directors to determine their remuneration.

By Order of the Board

AlbR Capital Limited

Secretary

22 December 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have prepared the financial statements in accordance with UK-adopted International Accounting Standards.

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 and profit or loss of the Company for that period.

In preparing the financial statements, the Directors are required to:

·      select suitable accounting policies and apply them consistently;

·      make judgements and estimates that are reasonable and prudent;

·      state whether UK-adopted International Accounting Standards have been followed;

·      assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

·      use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement of the Directors in respect of the Annual Financial Report

We confirm that to the best of our knowledge:

·      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·      the strategic report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the emerging and principal risks and uncertainties that they face.

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable; and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

Richard Lockwood

Chairman

22 December 2025

Statement of Corporate Governance

Introduction

The UK Listing Authority requires all listed companies to describe how they have complied with the principles of the UK Corporate Governance Code 2018 (the 'UK Governance Code'). which is available on the website of the Financial Reporting Council ("FRC"): www.frc.org.uk. The UK Governance Code covers in particular the annual re-appointment of directors, Board diversity, external evaluation, the Board's responsibilities in relation to risk, and a clear explanation of business model and strategy.

The Company has elected to follow The Association of Investment Companies ("AIC") Code of Corporate Governance (the "AIC Code"), which is endorsed by the FRC for ins companies. The AIC Code is available on the AIC's website: www.theaic.co.uk. The AIC Code addresses all of the principles set out in Section 1 of the UK Governance Code as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies. The Company has adopted the 2019 AIC Code. Given the Company's size, stage of development and limited operations, the Board considers that full compliance with all provisions of the AIC Code is not appropriate. The Board believes the approach adopted is proportionate and in the best interests of shareholders.

Application of the Principles of the Codes

The Company has complied with the provisions of the AIC Code and the UK Governance Code, except for the UK Governance Code provisions relating to:

·      the role of the chief executive;

·      independence of directors; and

·      the need for an internal audit function.

As indicated by the AIC Code, the above exceptions are not believed to be applicable to a self-managed investment company. The Company will seek to make appropriate independent appointments once the restructuring of the Company is complete.

The Board

The Board consists of three directors. Due to shareholdings, participation in the Company's Convertible Unsecured Loan Notes and the provision of administrative services by AlbR Capital, the Directors do not meet the AIC Code definition of independence.

Mr Lockwood is Chairman and is responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role.

There are no relationships or circumstances which the Board considers likely to affect the judgement of the Directors.

The Board takes the view that independence is not compromised by length of tenure and that experience and continuity can add significantly to the Board's strength.

Since taking office the current Board has operated as a three-man team; and virtually all actions taken and decisions made have followed consultation between all the members of the Board.

There is an agreed procedure for directors to take independent professional advice if necessary and at the Company's expense.

Nomination Committee

There have been no appointments to the Board since the last change to its current members in 2021. Accordingly, since then there has been no cause to form a Nominations Committee nor has one met.

Board Meetings and Attendance

During the year ended 31 March 2025, the Board met 8 times. As the Board fulfils the functions of the Audit and Nomination Committees, no separate committee meetings were held during the year.

Attendance at Board meetings was as follows:

Director                                      Board meetings attended   Board meetings eligible to attend

Internal audit

The Company does not have an internal audit function. The Board has considered the need for one but concluded that, given the Company's current size and activities, this would not be an appropriate use of shareholders' funds. This position is kept under review.

Viability

The Company is pursuing a reverse takeover or strategic transaction. Given this, the Directors consider that a longer-term viability assessment is not meaningful. The Company instead focuses on ensuring sufficient liquidity and governance processes in the short term.

Relationships with Shareholders

The Directors place a great deal of importance on communication with shareholders. The Annual Report and Accounts are widely distributed to other parties who have an interest in the Company's performance. Shareholders and investors may obtain up-to-date information on the Company through the Company's website. The Company responds to letters from shareholders on a wide range of issues.

Regular dialogue is maintained with the Company's principal shareholders. Reference to significant holdings in the Company's ordinary shares can be found under 'Substantial Interests' on page 10.

All shareholders have the opportunity to put questions to the Board at the Company's Annual General Meeting. The Company Secretary is available to answer general shareholder queries at any time throughout the year.

By Order of the Board

AlbR Capital Limited

Secretary

22 December 2025

Report of the Audit Committee

Composition of the Audit Committee

Because, during the period under review, the activity of the Company has been confined to attempting the sale of its remaining investments, there has been no cause to form or convene an Audit Committee.

Review of Auditor

As part of its oversight of the audit process, the Board reviewed and approved the audit plan for the year ended 31 March 2025.

PKF Littlejohn LLP ("PKF") acted as the Company's auditor throughout the period. Following the period end, PKF resigned, and Royce Peeling Green Limited ("RPG") were appointed by the Directors on 20 August 2025 to fill the resulting casual vacancy. The change followed a review of audit arrangements with a view to achieving greater cost efficiency while maintaining audit quality. RPG undertook the audit of these financial statements and issued an unqualified audit report, which is included on pages 19 to 24.

The Board reviewed the effectiveness, independence and objectivity of RPG. RPG confirmed that it is independent of the Company and has complied with all relevant ethical and auditing standards in relation to its audit of these financial statements. The Board is satisfied that an appropriate handover took place from PKF and that RPG has the necessary experience, competence and independence to perform the audit.

No non-audit services were provided by either PKF or RPG during or since the year ended 31 March 2025.

The Board proposes a resolution at the forthcoming Annual General Meeting ("AGM") for the appointment of RPG as the Company's auditor and for the Directors to be authorised to determine their remuneration. The Board (in the absence of an Audit Committee) will continue to monitor the effectiveness, independence and objectivity of the external auditor on an ongoing basis.

Audit Tenure

Following professional guidelines, the audit Responsible Individual rotates after five years. The current Responsible Individual is in the second year of his appointment. RPG was appointed auditor in 2025, subject to shareholder approval at the forthcoming AGM, for the financial statements for the fifteen-month period ended 31 March 2024 and the year ended 31 March 2025 and the Board recommends its continuing appointment. RPG's performance will continue to be reviewed annually, taking into account all relevant guidance and best practice.

Internal Controls

The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. Following publication of the Financial Reporting Council's 'Internal Control: Revised Guidance for directors on the Combined Code' (the 'FRC guidance') the Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this Annual Report and is regularly reviewed by the Board and accords with the FRC Guidance.

The Board has reviewed the effectiveness of the system of internal control. In particular, it has overseen the process for identifying and evaluating the significant risks affecting the Company and policies by which these risks are managed. The significant risks faced by the Company are as follows:

·      investment and strategy; market;

·      liquidity; sector; earnings;

·      financial sustainability; operational; and regulatory.

The key components designed to provide effective internal control are outlined below:

·      AlbR Capital Limited ('AlbR') as Company Secretary and Administrator prepares forecasts and management accounts which allow the Board to assess the Company's activities and review its performance;

·      the Board has agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations are reviewed regularly by the Board;

·      written agreements are in place which specifically define the roles and responsibilities Board and, where applicable, other third-party service providers;

·      the Board has considered the need for an internal audit function but, given the limited nature of the activities during the period, this was concluded as not currently required. This will continue to be reviewed in the future.

Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.

The principal risks and uncertainties affecting the Company are disclosed on page 6.

Richard Lockwood

Chairman of the Board of Directors

22 December 2025