(1)    Share options and warrants were granted during the period to parties in consideration for services provided to the Group.

(2)    Comprised of shares issued to Hannam & Partners in lieu of cash, to satisfy fees payable for the period.

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 March 2026

 

1.   General information

The principal activity of Capital Metals plc (the 'Company') and its subsidiaries (together the 'Group') is the exploration and development of the Taprobane Minerals Project located in the Ampara District of the Eastern Province of Sri Lanka. The Company's shares are quoted on AIM of the London Stock Exchange. The Company is incorporated and domiciled in England.

 

The address of its registered office is 25 Eccleston Place, London, SW1W 9NF.

 

2.   Summary of significant Accounting Policies

The principal Accounting Policies applied in the preparation of these Consolidated Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

 

2.1. Basis of preparation of Financial Statements

These financial statements have been prepared in accordance with UK adopted International Accounting Standards and in accordance with the requirements of the Companies Act 2006. The Financial Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities recognised at fair value on business combination.

 

The Financial Statements are presented in US Dollars. The functional currency of the Company is Pound Sterling.

 

The preparation of financial statements in accordance with the applicable financial reporting framework requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 4.

 

2.2. New and amended standards

(a) New and amended standards adopted by the Group and Company

 

A number of new and amended standards and interpretations issued by the International Accounting Standards Board (IASB) have become effective for the first time for financial periods beginning on (or after) 1 April 2025 and have been applied by the Company and Group in these financial statements. None of these new and amended standards and interpretations had a significant effect on the Company or Group because they are either not relevant to the Company or Group's activities or require accounting which is consistent with the Company or Group's current accounting policies.

 

(b) New standards, amendments, and interpretations in issue but not yet effective or not yet endorsed and not early adopted.

 

A number of standards, amendments to standards and interpretations have been issued by the IASB that are effective in future accounting periods and have not been adopted early by the Group or Company. With the exception of IFRS 18 (see below), which will affect the presentation of the financial statements rather than the recognition or measurement of amounts recognised, none of these is expected to have a material impact on the financial statements, as they are either not relevant to the Group or Company's activities or require accounting which is consistent with the Group or Company's current accounting policies.

 

IFRS 18 'Presentation and Disclosure in Financial Statements'

 

IFRS 18 was issued by the IASB in April 2024 and is effective for annual reporting periods beginning on or after 1 January 2027, subject to UK adoption, with early application permitted. IFRS 18 replaces IAS 1 and introduces new requirements for the presentation of the statement of profit or loss, including defined categories of income and expenses (operating, investing and financing) and new required subtotals (operating profit, and profit before financing and income taxes), together with new disclosures regarding management-defined performance measures and enhanced requirements for the aggregation and disaggregation of information. The Group and Company are currently assessing the impact of IFRS 18. While it is not expected to affect the recognition or measurement of amounts recognised in the financial statements and accordingly is not expected to have a material impact on the Group's reported results or net assets, it is expected to change the structure and presentation of the statement of profit or loss and certain related disclosures. The Group and Company do not intend to adopt IFRS 18 early.

 

2.3. Basis of Consolidation

These consolidated financial statements comprise the financial statements of Capital Metals plc and its subsidiaries as at 31 March 2026.  Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where subsidiaries follow differing accounting policies from those of the Group, those accounting policies have been adjusted to align with those of the Group. Inter-company balances and transactions between Group companies are eliminated on consolidation, though foreign exchange differences arising on inter-company balances between subsidiaries with differing functional currencies is recognised in profit or loss.

 

When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

 

During 2023, the Group completed a restructure which resulted in the disposal of a subsidiary and disposal of an equity proportion of a subsidiary whilst control was maintained. Refer to Note 18 for further details. Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

 

2.4. Going concern

These financial statements have been prepared on the going concern basis. The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Report and the Strategic Report.

As at 31 March 2026, the Group had cash and cash equivalents of $3.47m (2025: $1.35m). During the year, the Group raised gross equity of approximately $5.2m, comprising a $4m strategic investment from Ambeon Capital PLC (completed in tranches to September 2025), a subscription by Sheffield Resources Limited in September 2025, and an oversubscribed Retail Offer via the WRAP platform.

The Directors have prepared cash flow forecasts to 30 September 2027, which consider the cost and operational structure of the Group and Company, planned exploration and evaluation expenditure, licence commitments and working capital requirements. These forecasts assume completion of an equity raise during the going concern period and, on that basis, indicate that the Group and Company will have sufficient funds to meet their operational objectives and expected liabilities as they fall due for at least 12 months from the date of approval of these financial statements. The timing and amount of any raise, and of the Group's progress towards a Final Investment Decision, is affected by the timing of the outstanding regulatory approvals referred to in the Strategic Report and in note 4, which is not within the Group's control.

The Directors have sensitised the forecasts across a range of scenarios, including a delay to, and the non-completion of, the equity raise. Under each scenario in which that funding is not raised within the assumed timeframe, the forecasts indicate that the Group would move into a cash shortfall position within the forecast period. The Directors have also considered the mitigating actions available to them, however, even after applying those actions, the Group is projected to be in a cash deficit position before 30 September 2027 in the absence of a raise.

The Directors are confident in the Company's ability to raise additional funds as required, from existing and/or new investors, and the Company has demonstrated its access to financial resources through the equity raisings completed during the year referred to above. Nevertheless, the Group's ability to continue as a going concern is contingent on a funding event that has not yet completed. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern, and the auditors have made reference to this in their audit report.

Notwithstanding that material uncertainty, and having considered the matters set out above, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. These financial statements do not include any adjustments that would result if the going concern basis of preparation were determined to be inappropriate.

2.5. Segment reporting

An operating segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

 

The Directors are of the opinion that the Group operates in two geographical areas, the UK and Sri Lanka. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Sri Lanka relate to exploration and evaluation of mineral sand resources. The reports used by the chief operating decision maker are based on these geographical segments.

 

2.6. Foreign currencies

(a) Functional and presentation currency

Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the UK parent entity is Pound Sterling, the functional currency of the BVI subsidiaries is US Dollars, and the functional currency of the Sri Lankan subsidiaries is Sri Lankan Rupee. The Financial Statements are presented in US Dollars which is the Group's presentation currency.

 

(b) Transactions and balances

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

 

(c)  Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

·    assets and liabilities for each period end date presented are translated at the period-end closing rate;

 

·    income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

 

·    all resulting exchange differences are recognised in other comprehensive income.

 

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale.

 

2.7. Intangible assets

Exploration and evaluation assets

Exploration and evaluation assets include the cost of acquisition, exploration, determination of resources and recoverable reserves, technical studies, economic feasibility studies and all technical and administrative overheads directly associated with these assets, where a mineral deposit has development potential.

 

Exploration and evaluation assets which are acquired are recognised at fair value. Capitalised exploration and evaluation expenditure is recorded and held at cost. 

 

The Group performs an impairment test on the exploration and evaluation assets when specific facts and circumstances indicate an impairment test is required, including:

 

i)          the Group's right to explore in an area has expired, or will expire in the near future without renewal;

ii)         no further exploration or evaluation is planned or budgeted for;

iii)        a decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves; and

iv)        sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

 

If any such facts or circumstances are noted, the Group, as a next step, perform an impairment test in accordance with the provisions of IAS 36 "Impairment of Assets". In such circumstances, the aggregate carrying value of the exploration and assets is compared against the expected recoverable amount of the cash-generating unit. The recoverable amount is the higher of value in use and the fair value less costs to sell. Management considers all licences relating to the Project to represent one asset when undertaking their impairment assessment.

 

2.8. Investments in subsidiaries

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

 

2.9. Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

 

Computer & office equipment - 3 years

Motor vehicles - 4 years

Field equipment - 5 years

Drilling equipment - 10 years

Furniture & fittings - 5 years

 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

 

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. If an impairment review is conducted following an indicator of impairment, assets which are not able to be assessed for impairment individually are assessed in combination with other assets within a cash generating unit.

 

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains' in the Income Statement.

 

2.10.       Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, and goodwill, are not subject to amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

 

2.11.       Financial assets

(a)        Recognition and measurement

 

Management determines the classification of its financial assets at initial recognition, the classification of which depends on the purpose for which the financial assets were acquired.

 

Financial assets are classified in four categories:

 

i)          amortised cost;

ii)         fair value through other comprehensive income ("FVOCI") with gains or losses recycled to profit or loss on derecognition;

iii)        FVOCI with no recycling of gains or losses to profit or loss on derecognition; and

iv)        fair value through profit or loss ("FVTPL").

 

Financial assets are classified as at amortised cost only if both of the following criteria are met:

·           the asset is held within a business model whose objective is to collect contractual cash flows; and

·           the contractual terms give rise to cash flows that are solely payments of principal and interest

 

The Group's financial assets comprise cash and receivables which are classified as financial assets at amortised cost.  The Company's financial assets comprise cash and loans to subsidiaries and connected parties, which are classified as financial assets at amortised cost.

 

The Company accounts for loan receivables at amortised cost as the objective is to hold these assets to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. After classification as amortised cost, the financial assets are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method, less provision for impairment. 

 

Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

 

(b)        Impairment

 

Impairment provisions for loans to subsidiaries are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset.

 

For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

 

2.12.       Financial liabilities

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument.

 

All financial liabilities are initially recognised at fair value and subsequently measured either as:

·      amortised cost using the effective interest method, with interest-related charges recognised as an expense in the income statement; or

·      financial liabilities measured at FVTPL, re-measured at subsequent reporting dates to fair value through the income statement. 

 

During the reporting period, the Group's financial liabilities comprised trade and other payables, deferred consideration payable, loans and convertible bonds.  The trade and other payables, and loans, are classified at amortised cost. 

 

The deferred consideration payable in respect of the acquisition of the Project is treated as a financial liability measured at FVTPL.

 

The convertible bonds were assessed to contain an embedded derivative conversion feature and the Group elected to treat the entire instrument as a financial liability measured at FVTPL.

 

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires.

 

2.13.       Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand.

 

2.14.       Equity

Equity comprises the following:

·      "Share capital" represents the nominal value of the Ordinary shares;

·      "Share Premium" represents consideration less nominal value of issued shares and costs directly attributable to the issue of new shares;

·      "Other reserves" represents the capital contribution reserve, deferred share reserve, merger reserve, foreign currency translation reserve, reverse acquisition reserve and share option and warrant reserve where;

o  "Merger reserve" represents the difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange;

o  "Foreign currency translation reserve" represents the translation differences arising from translating the financial statement items from functional currency to presentational currency;

o  "Reverse acquisition reserve" represents a non-distributable reserve arising on the acquisition of Capital Metals Limited;

o  "Share option and warrant reserve" represents share options and warrants awarded by the Group;

o  Capital contribution reserve - represents capital contributed by one or more of the members without taking shares in return or creating a debt. 

o  Deferred share reserve - represents shares to be issued upon certain conditions being met.

o  "Retained earnings" represents retained losses.

 

2.15.       Share capital, share premium and deferred shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement. All ordinary shares are fully paid and carry full voting, dividend and capital distribution (including on winding up) rights.

 

Deferred shares are classified as equity. Deferred shares represent shares to be issued upon certain conditions being met. The holders of deferred shares do not have any right to receive written notice of or attend, speak or vote at any general meeting of the Company.  As regards income, on any dividend or other distribution of the Company, the holders of deferred shares shall be entitled to payment in priority to any dividend or distribution to the holders of any other class of shares in the Company, £1 in aggregate.  Upon any capital distribution of the Company (including upon winding up), the holders of the deferred shares shall be entitled to payment in priority to any distribution to the holders of any other class of shares in the Company, £1 in aggregate.  The deferred shares may be cancelled by the Company at any time at its determination for no payment and without obtaining sanction of such holders.

 

2.16.       Share based payments

The Group has granted options over its unissued share capital to certain Directors, management, employees and consultants as part of their remuneration. The fair value of options granted in respect of services provided, is measured at the grant date and recognised as an expense over the vesting period, with a corresponding increase in the Share warrants and options reserve.

 

The fair value of the share options and warrants are determined using the Black Scholes valuation model, considering the terms and conditions upon which the warrants or options were issued or granted.

 

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.

 

When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

 

2.17.       Taxation

No current tax is yet payable in view of the losses to date.

 

Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

 

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.

 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled.

 

Deferred tax assets and liabilities are not discounted.

 

3.   Financial risk management

3.1. Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (foreign currency risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. None of these risks are hedged.

 

Risk management is carried out by the management team under policies approved by the Board of Directors.

 

Market risk

(a) Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Sri Lankan Rupee (LKR), US Dollar (USD), Australian Dollar (AUD) and the British Pound Sterling (GBP or £). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

 

The Group negotiates all material contracts for activities in relation to its subsidiaries in either LKR, AUD or USD. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is not deemed sufficient to enter into forward contracts as most of the foreign exchange movements result from the retranslation of intercompany loans. The Group has sensitised the figures for fluctuations in foreign exchange rates, as the Directors acknowledge that, at the present time, the foreign exchange retranslations have resulted in rather higher than normal fluctuations and is predominantly due to the exceptional nature of the LKR exchange rate in the current economic climate.

 

As at 31 March 2026, the exposure of the Group to foreign exchange rates is summarised as follows:

 

	Group	Group	Company	Company
	2026	2025	2026	2025
Cash and cash equivalents	$	$	$	$
US Dollar	1,841,138	184,972	1,840,239	23,123
Australian Dollar	6,894	30,201	6,894	30,201
Sri Lankan Rupee	1,058,670	142,168	-	-
Pound Sterling	558,785	994,153	558,785	994,153
	3,465,487	1,351,494	2,405,918	1,047,477
Other receivables
US Dollar	-	-	-	-
Sri Lankan Rupee	20,673	-	-	-
Australian Dollar	-	-	-	-
Pound Sterling	24,212	36,023	24,212	26,223
	44,885	36,023	24,212	26,223
	3,510,372	1,387,517	2,430,130	1,073,700

 

As at 31 March 2026, if Pound Sterling had gained or lost 10 per cent. against the USD, the impact on comprehensive loss would have been as follows:

 

 

	Group	Group	Company	Company
	2026	2025	2026	2025
Impact on comprehensive loss	$	$	$	$
+10% GBP/USD	58,300	103,018	58,300	102,038
-10% GBP/USD	(58,300)	(103,018)	(58,300)	(102,038)

 

As at 31 March 2026, if the Sri Lankan Rupee had gained or lost 10 per cent. against the USD, the impact on comprehensive loss would have been as follows:

 

	Group	Group	Company	Company
	2026	2025	2026	2025
Impact on comprehensive loss	$	$	$	$
+10% LKR/USD	107,934	14,217	-	-
-10% LKR/USD	107,934	(14,217)	-	-

 

 

 

 

As at 31 March 2026, if the Australian Dollar had gained or lost 10 per cent. against the USD, the impact on comprehensive loss would have been as follows:

 

	Group	Group	Company	Company
	2026	2025	2026	2025
Impact on comprehensive loss	$	$	$	$
+10% AUD/USD	689	3,020	689	3,020
-10% AUD/USD	(689)	(3,020)	(689)	(3,020)

 

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations.

 

Credit risk relating to the Group's financial assets which comprise principally cash and cash equivalents, arises from the potential default of counterparties.  The credit risk on liquid funds is limited because the counterparties are reputable banks with high credit ratings assigned by international credit-rating agencies.

 

 

The carrying amount of financial assets represents the maximum credit exposure, which at the reporting date was:

 

 

		Group	Group	Company	Company
		2026	2025	2026	2025
		$	$	$	$
Cash and bank balances		3,465,487	1,351,494	2,405,918	1,047,477
Trade and other receivables		129,467	80,731	1,459,258	713,389
Loan to subsidiaries		-	-	6,000,583	3,936,340
		3,594,954	1,432,225	9,865,759	5,697,206

 

The expected credit risk for both the Group and the Company was assessed as not material.

 

Liquidity risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

 

With exception to deferred taxation, financial liabilities are all due within one year. The significant liabilities of the Group are not discounted and as such, no undiscounted future cashflow analysis provided.

 

3.2. Capital risk management

The Directors consider the Group's capital to comprise of share capital and reserves stated on the statement of financial position. The Group manages its capital to ensure that it will be able to continue as a going concern on a long-term basis, while providing an optimal return to shareholders and other stakeholders through an effective balance of debt and equity. No changes were made in the objectives, policies and processes during the current or previous year.

 

The share capital, including share premium, and reserves totalling $9,587,145 (2025: $6,171,444) provides the majority of the working capital required by the Group. Management reviews the capital structure and makes adjustment to it in the light of changes in economic conditions.

 

4.   Critical accounting estimates and judgements

The preparation of the Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce these Financial Statements.

 

Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial years, include but are not limited to:

 

Impairment of intangible assets - exploration and evaluation costs

Management makes the judgement as to which costs are directly associated with the exploration and evaluation assets and are to be capitalised, including the allocation of applicable salary and overhead costs.

Exploration and evaluation costs have a carrying value at 31 March 2026 of $6,993,279 (31 March 2025: $6,055,291). Such assets are not amortised until extraction of the resource commences. In accordance with the accounting policy stated in note 2.7, management assesses at each reporting date whether any of the facts and circumstances set out in IFRS 6 exist which would require the assets to be tested for impairment. Each exploration project is subject to an annual review by either a consultant or a senior company geologist to determine if the exploration results returned during the period warrant further exploration expenditure and have the potential to result in an economic discovery, taking into consideration long term metal prices, anticipated resource volumes and the supply and demand outlook.

The Group's tenure over the Project area rests on a combination of exploration licences and Industrial Mining Licence ("IML") applications. The exploration licence over the northern EL168 area has expired and is not capable of further renewal; the area is retained through IML applications submitted over all of the grids within it, two of which have been granted, and the Geological Survey and Mines Bureau ("GSMB") affords the Group exclusivity over the former licence area by refraining from accepting applications from third parties. The exploration licence over the southern EL199 went into the standard 2 year retention period in July 2024 to allow the Group to complete the Environmental Impact Assessment (EIA) and the IML applications. The retention period technically lapsed on 9 July 2026, however, the Group submitted the required EIA in December 2025 but the GSMB have delayed processing licences and EIAs until a new standard operating procedure has been approved following the government release of the new National Minerals Policy announced in February 2026. The Group has been verbally advised by government representatives that the delays caused by the GSMB will be taken into account to extend deadlines, which has occurred historically from time to time due to previous GSMB delays. The Directors have every reason to believe that this logical extension will be forthcoming before IML applications are made over that area. The renewal of EL430 has been applied for and remains with the GSMB.

Management completed an assessment of each of the impairment indicators in IFRS 6 at 31 March 2026, having regard to the Group's tenure position, the exploration and evaluation expenditure budgeted and incurred, the scale and grade of the Mineral Resource and the economic assessment of the Project. Based on that assessment, and in particular the reasonable expectation, supported by ongoing discussions with the GSMB, that the outstanding IML applications, licence renewals and extensions will be determined in the Group's favour in due course, management concluded that none of the impairment indicators was engaged and that accordingly no calculation of the recoverable amount of the assets was required at the year end. The timing of these determinations is not within the Group's control. Should the Group ultimately not be successful in maintaining its tenure over all or part of the Project area, or should the determinations be materially delayed, the Directors would reassess this conclusion and an impairment of the E&E assets may be required. See note 7 for further considerations at the year end.

Capital Metals Lanka (Pvt) Limited and Capital Metals Lanka South (Pvt) Limited have also submitted five applications for new exploration licences over a further seven grids and are concluding the preliminary requirements and approvals.

Share based payment transactions

Management measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date on which they are granted. The fair value of shares is determined by the share price at the date of grant. The fair value of options and warrants is determined using the Black-Scholes model. Management estimates the number of options expected to vest based on the non-market vesting conditions. Some of the options granted in the year vest on the completion of specified corporate transactions or the achievement of operational milestones, rather than on the passage of time. These are non-market vesting conditions and are not reflected in the grant-date fair value. Instead, management applies a probability to the number of options expected to vest. This is a critical judgement and is reassessed at each reporting date. The valuation of these options and warrants involves several critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions are described in more detail in note 16.

Control and consolidation of Capital Metals Lanka (Pvt) Limited

If an entity with a 40% shareholding has a contractual arrangement that gives it the power to direct the relevant activities of the other entity, it can maintain control and is required to consolidate the financial statements of the other entity. After the restructure of the Group during the prior year, the contractual arrangements in place to determine whether they have the power to direct the relevant activities of another entity and, as a result, maintain control were carefully assessed and it was concluded Capital Metals Lanka Holdings Pvt Ltd maintains control of Capital Metals Lanka and as such they shall remain consolidated within the Group accounts. No non-controlling interest has been recognised against the net assets as the Group continues to have full rights to the returns of the subsidiary. Please refer to Note 18 for details of the Group restructure.

 

Fair value of deferred and contingent consideration

Deferred consideration represents amounts payable in respect of the acquisitions of Capital Metals Lanka (Pvt) Limited and Capital Metals Lanka South (Pvt) Limited. The amounts fall due and payable upon completion of certain milestones within the Group, being for each of Capital Metals Lanka (Pvt) Limited and Capital Metals Lanka South (Pvt) Limited: $625,000 in cash (recognised at 95% of face value) upon completion of feasibility studies and all approvals on the relevant project and $750,000 in cash (recognised at 80% of face value) upon commencement of first commercial production from the relevant project. At the reporting year end, the probability estimated for the likelihood of completion of Tranche 2 and 3 of the deferred and contingent consideration was considered, and management continue to estimate 95% probability for Tranche 2 and 80% probability for Tranche 3. If these estimates prove incorrect then the amounts payable in respect of the acquisition may be different to those stated within the financial statements.

 

Recoverability of investments in and amounts due from subsidiaries (parent company only)

The Company holds its investments in subsidiaries at cost less any provision for impairment, with a carrying value at 31 March 2026 of $35,241,369 (31 March 2025: $34,502,223) (see note 8) and amounts due from subsidiaries of $6,000,583 (31 March 2025: $3,936,340) (see note 9). Recovery of both is ultimately dependent on the successful development of the Taprobane Minerals Project, and management therefore assesses them together, having regard to the same factors considered in respect of the Group's exploration and evaluation assets, including the status of the Industrial Mining Licence applications, the licence renewals and extensions described above, the progress of the Environmental Impact Assessment and the Project's economics.

At each reporting date management assesses whether there is any indication that the carrying value of the investments may not be recoverable, and whether any expected credit loss arises in respect of the amounts due from subsidiaries. Based on the Company's internal project economics model, which indicates a post-tax net present value of approximately US$180 million (Base Case), management concluded that no impairment of the investments in subsidiaries and no material expected credit loss in respect of the amounts due from subsidiaries was required at 31 March 2026. Were the underlying assumptions, including the probability and timing of reaching a Final Investment Decision, securing project financing and obtaining the necessary licences and approvals, to prove incorrect, the carrying amounts could be materially different from those stated within these financial statements.

Management also reassessed the recovery profile of the amounts due from subsidiaries and noted that the updated project development timetable means it is unlikely that repayments will commence within the next 12 months. Accordingly, the amounts continue to be classified as non-current receivables. See note 9 for further information.

5.   Segment information

As at 31 March 2026, the Group operates in two geographical areas, the UK and Sri Lanka. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Sri Lanka relate to exploration and evaluation of mineral sand resources. The reports used by the chief operating decision maker are based on these geographical segments.

 

The Group generated no revenue during the year ended 31 March 2026 (2025: $Nil).

 

2026	Sri Lanka	UK	Total
	$	$	$
Administrative expenses	(474,048)	(1,275,253)	(1,749,301)
Share based payment charge	-	(469,277)	(469,277)
Other gains/(losses)	520	32,826	33,346
Finance income	103,902	35,905	139,807
Operating loss from continued operations per reportable segment	(369,626)	(1,675,799)	(2,045,425)
Reportable segment assets	8,548,694	2,466,536	11,015,230
Reportable segment liabilities	(1,291,389)	(136,696)	(1,428,085)
Reportable segment net assets/(liabilities)	7,257,305	2,329,840	9,587,145

 

 

 

 

 

2025	Sri Lanka	UK	Total
	$	$	$
Administrative expenses	(293,744)	(872,686)	(1,166,430)
Share based payment charge	-	(4,611)	(4,611)
Other gains/(losses)	(49)	-	(49)
Finance income	1,535	28,623	30,158
Operating loss from continued operations per reportable segment	(292,258)	(848,674)	(1,140,932)
Reportable segment assets	6,538,703	1,116,699	7,655,402
Reportable segment liabilities	(1,310,750)	(173,208)	(1,483,958)
Reportable segment net assets/(liabilities)	5,227,953	943,491	6,171,444

 

Segment assets and liabilities are allocated based on geographical location.

 

 

6.   Property, plant and equipment

The movement on the property, plant and equipment asset accounts are shown in aggregate as follows:

		Group Total $
Cost
As at 1 April 2024	88,005
Exchange Differences	(4,963)
Additions	9,119
Disposals	(1,477)
As at 31 March 2025	90,684
As at 1 April 2025	90,684
Exchange Differences	(6,065)
Additions	284,672
Disposals		(9,022)
As at 31 March 2026	360,269
Depreciation
As at 1 April 2024	66,416
Charge for the year	7,998
Disposals	(1,452)
Exchange differences	(5,304)
As at 31 March 2025	67,658
As at 1 April 2025	67,658
Charge for the year	9,864
Disposals		(8,317)
Exchange differences	(4,518)
As at 31 March 2026	64,687
Net book value as at 31 March 2025	23,026
Net book value as at 31 March 2026	295,582

 

 

 

7.   Intangible assets

Intangible assets comprise exploration and evaluation costs. The movement on the exploration and evaluation assets was as follows:

		Group
Exploration & Evaluation Assets - Cost and Net Book Value		$
Cost
As at 31 March 2024		5,332,471
Additions		649,168
Exchange differences		73,652
As at 31 March 2025		6,055,291
Additions		1,079,367
Exchange differences		(141,379)
As at 31 March 2026		6,993,279

 

All exploration and evaluation assets relate to Group subsidiaries and the Taprobane Minerals Project in Sri Lanka.

 

The Directors undertook a review of the impairment indicators under IFRS 6, and none were identified. In performing their review, the Directors noted the following:

 

·      The exploration licence over the northern EL168 area has expired and is not capable of further renewal. The area is retained through Industrial Mining Licence ("IML") applications submitted over all of the grids within it, two of which have been granted, and the Geological Survey and Mines Bureau ("GSMB") affords the Group exclusivity over the former licence area by refraining from accepting applications from third parties.

·      The 2 year EL199 retention period technically lapsed on 9 July 2026, however, the Group submitted the required EIA in December 2025 but the GSMB has delayed licencing and EIA processes until a new standard operating procedure has been approved following the government release of the new National Minerals Policy announced in February 2026. The Group has been verbally advised by government representatives that the delays caused by the GSMB will be taken into account to extend deadlines and the Directors have every reason to believe that this logical extension will be forthcoming.

·      The Group completed a drilling programme in the Initial Mining Area during the year, undertaken with the cooperation and participation of the GSMB. The results supported the upgrade announced in November 2025 to the Mineral Resource in the Initial Mining Area, from 897kt to 13.1Mt at an average grade of 5.5% heavy minerals on a 2% cut-off, an increase of 14.6 times.  Further drilling is required over the Project before an updated Mineral Resource estimate can be completed.

·      The Group continues to incur substantive expenditure on the evaluation of the Project, including the engineering and study work undertaken with Mineral Technologies and Access Group in support of a Final Investment Decision, which reduced the estimated Stage 1 capital cost to US$17.7 million. The Company's updated project economics model indicates a base case net present value of approximately US$180 million.

·      In February 2026 the Government of Sri Lanka announced its first revision of the National Minerals Policy since 1999. Pending implementation of the new framework, the determination of the Group's outstanding applications, renewals and extensions has been deferred while the regulator finalises a revised standard operating procedure for licensing. The Directors expect these to be determined in the Group's favour in due course, although the timing is not within their control.

 

It is also noted the total resource of the Taprobane Minerals Project comprises:

 

·      EL199 - comprises 37 1x1km grids.

·      EL168 - comprises 47 1x1km grids. Two IMLs have been granted over the EL168 area, supporting Stage 1 mining, with a further seven IML applications outstanding and being processed, together covering all 47 grids. Until those remaining applications are finalised, the tenement areas are exclusively reserved to the Group and are not available to other parties.

·      EL430 - comprises 6 1x1km grids, currently under renewal.

 

Based on the above, management is of the judgement that there is a reasonable expectation that the remaining IML applications will be approved in due course.

 

Following their assessment of indicators of impairment, the Directors concluded that no such indicators were identified at 31 March 2026 and, accordingly, no impairment review was required.

 

8.   Investments in subsidiaries

	Company
	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
At beginning of period	34,502,223	33,658,512
Additions	-	-
Impairment charge	-	-
Foreign exchange differences	739,146	843,711
Investment at end of period	35,241,369	34,502,223

 

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

 

Subsidiaries

Name of subsidiary	Country of incorporation and place of business	Company number	Parent company	Proportion of ordinary shares held by the Group (%)	Nature of business
Capital Metals Limited	British Virgin Islands	1890161	Capital Metals plc	100%	Holding company
Brighton Metals Limited	British Virgin Islands	1893384	Capital Metals Limited	100%	Holding company
Capital Metals Lanka Holdings (Pvt) Limited (Formerly RLL)	Sri Lanka	119784	Brighton Metals Limited	100%	Holding/Investment
Capital Metals Lanka (Pvt) Limited	Sri Lanka	PV8591	Keynes Investments Lanka (Pvt) Limited	60.01%	Exploration
	Sri Lanka	PV8591	Capital Metals Lanka Holdings (Pvt) Limited	39.99%	Exploration
Capital Metals Lanka South (Pvt) Limited	Sri Lanka	PV81273	Capital Metals Lanka Holdings (Pvt) Limited	100%	Exploration
Green Tech Minerals (Pvt) Limited	Sri Lanka	00277939	Brighton Metals Limited	100%	Holding/Investment

 

All subsidiary undertakings are included in the consolidation.

The proportion of the voting rights in the subsidiary undertakings held directly by the parent company do not differ from the proportion of ordinary shares held.

 

Following an assessment, the Directors concluded that, in the context of the Company's current market capitalisation of approximately £25.2 million, the US$4 million strategic investment by Ambeon Capital PLC completed during the year, the continued progress of the drilling programme (including the 14.6x Mineral Resource upgrade announced in November 2025) and a year-end cash balance of approximately US$3.48 million, the Company is now both well-funded and in the best position to unlock material shareholder value, and therefore no impairment was required at 31 March 2026.

 

9.   Loans to subsidiaries

	Company
	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
At beginning of period	3,936,340	2,796,677
Additions	2,158,439	1,077,373
Foreign exchange differences	(94,196)	62,290
Loan at end of period	6,000,583	3,936,340

 

The fair value of all receivables is the same as their carrying values stated above and are repayable on demand. Interest on the principal of the loans is charged at a rate of 2% per annum.

 

The Directors have assessed that there are no expected credit losses to recognise in respect of the loans to subsidiaries as at the balance sheet date, based on their assessment of the recovery strategies, which indicate that the Company would fully recover the outstanding balance of the loans. As such the Directors concluded that no impairment was required at 31 March 2026. Please refer to Note 7 for further details in relation to the assessment of the underlying assets.

 

At 31 March 2026 Management reassessed the recovery profile of the Company loans to subsidiaries and note the updated project development timetable would mean that it is unlikely that repayments from subsidiaries would commence in the next 12 months and accordingly the loans continue to be classified as non-current receivables in the current year.

 

10. Other loans

	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
Keynes Investment Lanka (Pvt) Limited	131,415	140,212
KPRS Resources (Pvt) Limited	-	4,648
Loans at end of period	131,415	144,860

 

 

11. Trade and other receivables

	Group			Company
Current	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $		For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
Trade receivables	-	-		1,398,640	644,168
Prepayments	84,582	44,708		36,405	42,999
VAT receivable	24,212	26,222		24,213	26,222
Other receivables	20,673	9,801		-	-
Total	129,467	80,731		1,459,258	713,389

 

The fair value of all receivables is the same as their carrying values stated above. The Directors have assessed that there are no expected credit losses to recognise in respect of the trade and other receivables.

 

The Company trade receivables relate to management recharges to the subsidiary companies. Further details can be found in Note 25.

 

A further breakdown of the foreign currency denominated trade and other receivables can be found in Note 3.

 

 

12. Cash and cash equivalents

	Group			Company
	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $		For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
Cash at bank and in hand	3,465,487	1,351,494		2,405,918	1,047,477

 

All of the UK entities cash at bank is held with institutions with high credit ratings. The Sri Lankan entities cash at bank is held with institutions whose credit rating is unknown. The denomination of the currencies of the cash and cash equivalents can be found in Note 3.

 

13. Trade and other payables

	Group			Company
	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $		For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
Current
Trade payables	94,202	159,901		4,122	53,841
Accrued expenses	132,573	121,738		132,573	119,365
Social security and other taxation	7,560	8,569		-	-
Deferred consideration	593,750	593,750		-	-
Total current liabilities	828,085	883,958		136,695	173,206
Non-current
Deferred consideration	600,000	600,000		-	-
Total non-current liabilities	600,000	600,000		-	-

 

Deferred consideration represents amounts payable in respect of the acquisitions of Capital Metals Lanka (Pvt) Limited and Capital Metals Lanka South (Pvt) Limited. The amounts fall due and payable upon completion of certain milestones within the Group, being for each of Capital Metals Lanka (Pvt) Limited and Capital Metals Lanka South (Pvt) Limited: $625,000 in cash (recognised at 95% of face value) upon completion of feasibility studies and all approvals on the relevant project and $750,000 in cash (recognised at 80% of face value) upon commencement of first commercial production from the relevant project.  Management anticipates the completion of these milestones to take place within 12 months of the balance date, and accordingly the deferred consideration in respect of this milestone is classified as a current liability.

At the reporting period end, the probability estimated for the likelihood of completion of Tranche 2 and 3 was considered, and management continue to estimate 95% probability for Tranche 2 and 80% probability for Tranche 3. If these estimates prove incorrect then the amounts payable in respect of the acquisition may be different to those stated within the financial statements. The total deferred consideration payable if all milestones are achieved would be $1,375,000. The value of deferred consideration recognised as at 31 March 2026 was $1,193,750 (2025: $1,193,750).

 

14.  Financial Instruments by Category

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair value.

 

Group

 

				31 March 2026				31 March 2025
				Amortised cost		Total		Amortised cost		Total
Assets per Statement of Financial Performance				$		$		$		$
Cash and cash equivalents				3,465,487		3,465,487		1,351,494		1,351,494
				3,465,487		3,465,857		1,351,494		1,351,494
		31 March 2026							31 March 2025
	Amortised cost		Fair value through profit and loss		Total		Amortised cost	Fair value through profit and loss			Total
Liabilities per Statement of Financial Performance	$		$		$		$	$			$
Trade and other payables	234,335		-		234,335		281,642	-			281,642
Deferred consideration	-		1,193,750		1,193,750		-	1,193,750			1,193,750
	234,335		1,193,750		1,428,085		281,642	1,193,750			1,475,392

 

Company

 

	31 March 2026		31 March 2025
	Amortised cost	Total	Amortised cost	Total
Assets per Statement of Financial Performance	$	$	$	$
Trade and other receivables (excluding prepayments)	1,422,853	1,422,853	670,390	670,390
Loans to subsidiaries	6,000,583	6,000,583	3,936,340	3,936,340
Cash and cash equivalents	2,405,918	2,405,918	1,047,477	1,047,477
	9,829,354	9,829,354	5,654,207	5,654,207

 

 

	31 March 2026		31 March 2025
	Amortised cost	Total	Amortised cost	Total
Liabilities per Statement of Financial Performance	$	$	$	$
Trade and other payables	136,695	136,695	173,206	173,206
	136,695	136,695	173,206	173,206

 

 

 

15. Share capital and premium

Group and Company	Number of shares						Share capital
	No.		Nominal value			£		$
Ordinary shares	492,145,817		0.0020			984,292		1,301,603
Deferred shares	356,277,502		0.0099			3,527,147		5,552,000
Total	848,423,319					4,511,439		6,853,603
Issued shares		Number of Ordinary shares		Share capital $	Share premium $				Cost of Capital $	Total $
As at 31 March 2025		344,806,209		903,344	55,168,964				(232,746)	55,839,562
Issue of ordinary shares (1)		344,052		892	8,835				-	9,727
Issue of ordinary shares (2)		67,685,000		183,616	2,111,582				-	2,295,198
Issue of ordinary shares (3)		16,000,000		43,264	497,536				-	540,800
Issue of ordinary shares (4)		283,355		769	9,279				-	10,048
Issue of ordinary shares (5)		783,677		2,157	24,804				-	26,961
Issue of ordinary shares (6)		22,713,704		60,373	769,756				-	830,129
Issue of ordinary shares (7)		38,575,443		104,640	1,334,157				-	1,438,797
Issue of ordinary shares (8)		638,029		1,700	22,609				-	24,309
Issue of ordinary shares (9)		146,550		394	10,078				-	10,472
Issue of ordinary shares (10)		169,798		454	10,480				-	10,934
Share Issue Costs		-		-	-				(193,075)	(193,075)
As at 31 March 2026		492,145,817		1,301,603	59,968,080				(425,821)	60,843,862

 

 

1)     On 2 April 2025, the Company issued 344,052 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of Broker and Financial Advisor fees, at an issue price of 2.1799 pence per share (equal to £7,500), based on the 30-day volume-weighted average price of the Company's shares.

2)     On 29 May 2025, the Company issued 59,701,000 new ordinary shares of 0.2 pence each at a price of 2.5 pence per share to Ambeon Capital PLC for gross proceeds of approximately US$2.0 million, together with a further 7,984,000 new ordinary shares of 0.2 pence each at 2.5 pence per share to Sheffield Resources Limited (to maintain its strategic shareholding) for gross proceeds of approximately US$267,000.

3)     On 2 June 2025, the Company issued 16,000,000 new ordinary shares of 0.2 pence each at a price of 2.5 pence per share under an oversubscribed retail (WRAP) offer for gross proceeds of £400,000.

4)     On 13 June 2025, the Company issued 283,355 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of Broker and Financial Advisor fees, at an issue price of 2.6106 pence per share.

5)     On 16 July 2025, the Company issued 783,677 new ordinary shares of 0.2 pence each at a price of 2.5 pence per share in settlement of adviser fees.

6)     On 5 August 2025, the Company issued 22,713,704 new ordinary shares of 0.2 pence each at a price of 2.75 pence per share on the first exercise of the Ambeon subscription option, for gross proceeds of approximately US$825,000.

7)     On 2 September 2025, the Company issued 31,886,025 new ordinary shares of 0.2 pence each at 2.75 pence per share on the full exercise of the Ambeon subscription option; and on 4 September 2025 it issued 6,689,418 new ordinary shares of 0.2 pence each at 2.75 pence per share to Sheffield Resources Limited under its right to maintain its strategic shareholding (£183,959). Together these comprise the 38,575,443 shares shown.

8)     On 14 October 2025, the Company issued 638,029 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of commission and advisory fees, at an issue price of 2.8610 pence per share (equal to £18,254).

9)     In January 2026, the Company issued 146,550 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of corporate broking and research fees, at an issue price of £0.051177 per share (equal to £7,500).

10)   In March 2026, the Company issued 169,798 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of corporate broking and research fees, at an issue price of £0.046192 per share (equal to £7,843.29).

 

 

Deferred Shares	Number of Deferred shares	Share capital $
As at 31 March 2025	356,227,502	5,552,000
As at 31 March 2026	356,227,502	5,552,000

 

16. Share based payments

Options

 

The Company has established a share option scheme for Directors, employees and consultants to the Group. Share options outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:

					Options
Grant Date	Vesting Date	Exercise price	Exercise price hurdle	Expiry Date	31 March 2026	31 March 2025
13/01/2021	13/01/2021	12.0p	18.0p	13/01/2026	-	666,667
13/01/2021	13/07/2021	12.0p	18.0p	13/01/2026	-	666,667
13/01/2021	13/01/2022	12.0p	24.0p	13/01/2026	-	666,667
15/09/2021	15/09/2025	12.0p	-	15/09/2025	-	1,000,000
01/08/2023	01/08/2023	3.0p	-	01/08/2028	3,683,333	3,683,333
01/08/2023	01/08/2024	3.0p	-	01/08/2028	3,683,333	3,683,333
01/08/2023	01/08/2025	3.0p	-	01/08/2028	3,683,333	3,683,333
25/03/2024	25/03/2024	5.0p	-	25/03/2029	250,000	250,000
25/03/2024	25/03/2025	5.0p	-	25/03/2029	250,000	250,000
25/03/2024	25/03/2026	5.0p	-	25/03/2029	250,000	250,000
01/07/2024	01/07/2025	3.2p	-	01/07/2034	2,000,000	2,000,000
01/07/2024	Milestone dependant	3.2p	-	01/07/2034	4,000,000	4,000,000
16/07/2025	16/07/2026	3.0p	-	16/07/2030	200,000	-
16/07/2025	16/07/2027	4.0p	-	16/07/2030	200,000	-
16/07/2025	16/07/2028	5.0p	-	16/07/2030	200,000	-
04/09/2025	Milestone dependant	3.0p	-	04/09/2030	6,666,667	-
04/09/2025	Milestone dependant	4.0p	-	04/09/2030	6,666,667	-
04/09/2025	Milestone dependant	5.0p	-	04/09/2030	6,666,667	-
					38,400,000	20,800,000

 

The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.

 

The fair value of the share options was determined using the Black Scholes valuation model. The parameters used are detailed below:

               

	2021 Options	2022 Options
Granted on:	13 January 2021	15 September 2021
Estimated Life (years)	5 years	4 years
Share price (pence per share)	19.05p*	9.75p
Risk free rate	1.05%	1.71%
Expected volatility	120%	7.94%
Total fair value ($)	1,459,455	694

 

	2023 Options	2024 Options
Granted on:	01 August 2023	25 March 2024
Estimated Life (years)	5 years	5 years
Share price (pence per share)	1.15p	4.75p
Risk free rate	4.02%	4.02%
Expected volatility	37.24%	45.54%
Total fair value (£)	11,564	12,408

 

	2025 Options
Granted on:	01 July 2024
Estimated Life (years)	10 years
Share price (pence per share)	1.55p
Risk free rate	4.26%
Expected volatility	48.27%
Total fair value (£)	36,145

 

2026 Options - Silver Pine Pacific Ltd

	Tranche A	Tranche B	Tranche C
Granted on:	04 September 2025	04 September 2025	04 September 2025
Number of options granted	6,666,667	6,666,667	6,666,666
Estimated Life (years)	5 years	5 years	5 years
Share price (pence per share)	3.70p	3.70p	3.70p
Exercise price (pence per share)	3.0p	4.0p	5.0p
Risk free rate	4.01%	4.01%	4.01%
Expected volatility	81.63%	81.63%	81.63%
Marketability discount	20%	20%	20%
Probability of vesting (1)	100%	80%	80%
Fair value per option (pence per share)	2.099p	1.955p	1.836p
Grant date fair value (£)	139,955	130,320	122,384
Fair value of options expected to vest (£)	139,955	104,256	97,907

 

 

(1)   The options granted on 4 September 2025 were granted to Silver Pine Pacific Ltd in consideration of the introduction of Ambeon Capital PLC and the arranging of the equity subscription completed during the Year. They were granted in three tranches, each exercisable on completion of a specified corporate transaction: Tranche A on completion of the equity subscription by Ambeon Capital and its associates; Tranche B on completion of either an equity investment in, or the arrangement of a corporate debt facility for, Capital Metals Lanka Holdings (Pvt) Limited to fund the first stage of project capital expenditure; and Tranche C on completion of the arrangement of that debt facility.

 

These are non-market vesting conditions and are therefore not reflected in the fair value per option at the date of grant. Instead, management estimates the number of options expected to vest by applying a probability to each tranche, which is reassessed at each reporting date. The Ambeon equity subscription completed in September 2025, satisfying the condition attaching to Tranche A, and a probability of 100% has accordingly been applied. Management reviewed the likelihood of the remaining conditions being satisfied at 31 March 2026 and applied a probability of 80% to each of Tranches B and C.

  

 

 

 

2026 Options - D. Peiris

	Tranche A	Tranche B	Tranche C
Granted on:	16 July 2025	16 July 2025	16 July 2025
Number of options granted	200,000	200,000	200,000
Estimated Life (years)	5 years	5 years	5 years
Share price (pence per share)	3.26p	3.26p	3.26p
Exercise price (pence per share)	3.0p	4.0p	5.0p
Risk free rate	4.04%	4.04%	4.04%
Expected volatility	80.32%	80.32%	80.32%
Marketability discount	20%	20%	20%
Probability of vesting	100%	100%	100%
Fair value per option (pence per share)	1.778p	1.644p	1.534p
Grant date fair value (£)	3,556	3,288	3,069
Fair value of options expected to vest (£)	3,556	3,288	3,069

 

The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.

 

 A reconciliation of options granted over the year to 31 March 2026 is shown below:

 

	31 March 2026			31 March 2025
	Number	Weighted average exercise price (£)		Number	Weighted average exercise price (£)
Outstanding at beginning of period	20,800,000	4.4p		14,800,000	12.0p
Expired	(3,000,000)	12p		-	-
Cancelled	-	-		-	-
Exercised	-	-		-	-
Granted	20,600,000	4.0p		6,000,000	3.0p
Outstanding as at period end	38,400,000	3.6p		20,800,000	4.4p
Exercisable at period end	13,800,000	3.1p		12,866,677	-

 

The options outstanding at 31 March 2026 have a weighted average contractual life of 4.4 years (2025: 4.7 years).

The options granted on 13 January 2021 expired unexercised on 13 January 2026.

The options granted on 1 August 2023 and 25 March 2024, and the time-based tranche of the options granted on 1 July 2024, continue to vest in accordance with their original terms as previously disclosed. The remaining 4,000,000 options granted on 1 July 2024 vest on satisfaction of construction-approval and production-capacity milestones.

On 16 July 2025 the Company granted 600,000 options to a consultant in connection with the Ambeon arrangements, in three tranches of 200,000 at exercise prices of 3.0p, 4.0p and 5.0p, vesting on the first, second and third anniversaries of grant respectively and expiring on 16 July 2030.

On 4 September 2025 the Company granted 20,000,000 options to Silver Pine Pacific Limited as consideration for the introduction of Ambeon Capital and the arranging of the equity financing. The options are structured in three tranches: 6,666,667 at 3.0p vesting on completion of the CMET Equity Transaction (which completed on 4 September 2025); 6,666,667 at 4.0p vesting on completion of the RL Equity Transaction or the RL Debt Transaction; and 6,666,666 at 5.0p vesting on completion of the RL Debt Transaction. These are non-market performance conditions. They are not reflected in the grant-date fair value but are taken into account by adjusting the number of options expected to vest, weighted by the probability of each condition being met. At 31 March 2026 the probabilities applied were 100%, 80% and 80% respectively, as confirmed by management.

During the year, there was a charge of $469,277 (2025: $4,611) in respect of share options and $2,651 (2025: $nil) in respect of warrants. On expiry of the 13 January 2021 options, $317,623 was transferred from the share option reserve to retained earnings. The share option reserve was $640,407 at 31 March 2026 (2025: $488,031) and the warrant reserve was $134,116 (2025: $131,465).

Warrants

 

As at 31 March 2026, there were 1,885,294 warrants outstanding by the Company (2025: 1,735,294).

 

			Warrants
Grant Date	Exercise price	Expiry Date	31 March 2026	31 March 2025
08/09/2020	£0.080	08/09/2023	-	-
13/01/2021	£0.080	13/01/2024	-	-
13/01/2021	£0.120	13/01/2024	-	-
13/01/2021	£0.156	13/01/2024	-	-
13/01/2021	£0.156	13/01/2024	-	-
13/01/2021	£0.156	13/01/2024	-	-
15/02/2022*	£0.075	15/02/2025	-	-
01/08/2023***	£0.030	01/08/2028	1,000,000	1,000,000
10/12/2023****	£0.042	10/12/2026	735,294	735,294
09/10/2025	£0.0275	09/10/2030	150,000	-
			1,885,294	1,735,294

 

The fair value of the warrants was determined using the Black Scholes model. The parameters used are detailed below:

 

	2022 Warrants	2023 Warrants	2026 Warrants
Granted on:	15 February 2022	1 August 2023	9 October 2025
Life (years)	3 years	5 years	5 years
Price at grant	7.75p	1.15p	4.65p
Risk free rate	1.71%	4.02%	4.20%
Volatility	88.90%	37.24%	80.12%

 

 

*The estimated fair value of the warrants granted on 15 February 2022 was assessed as $13,000 and charged to the share premium to recognise the cost of issuing the warrants. The expected volatility was determined by reference to the historical volatility of the Company's share price.

 

**On 20 June 2023 warrants to subscribe for 2,500,000 shares were issued to the Company Broker. The Warrants were exercisable at the Placing Price for a period of 3 years from the date of Admission. 1,625,000 warrants were subsequently exercised on 23 October 2023 and 875,000 on 15 January 2024. Please refer to Note 15 for further details.

 

***The estimated fair value of the warrants granted on 1 August 2023 was assessed as $1,320 and charged to the share premium to recognise the cost of issuing the warrants. The expected volatility was determined by reference to the historical volatility of the Company's share price.

 

****735,294 warrants were issued to the Company Broker as part of the placing which took place on 11 December 2023. The Warrants are exercisable at the placing price of 4.25p for a period of 3 years from the date of Admission. 

 

On 9 October 2025, 150,000 warrants were issued to Hannam & Partners, exercisable at 2.75p. The warrants vest in full on 9 October 2026 (12 months after grant) and remain exercisable until the earlier of (i) five years from engagement, (ii) 60 days post-termination of engagement, or (iii) 12 months post-death, with extensions if the holder is restricted from dealing. A marketability discount of 20% has been applied.

 

A reconciliation of the movement of warrants over the year to 31 March 2026 is shown below:

 

	31 March 2026			31 March 2025
	Number	Weighted average exercise price (£)		Number	Weighted average exercise price (£)
Outstanding at beginning of period	1,735,294	3.5p		2,568,627	11.0p
Expired	-	-		(833,333)	-
Cancelled	-	-		-	-
Exercised	-	-		-	-
Granted	150,000	2.75p		-	-
Outstanding as at period end	1,885,294	3.5p		1,735,294	3.5p
Exercisable at period end	1,735,294	3.5p		1,735,294	3.5p

 

The warrants outstanding at 31 March 2026 have a weighted average contractual life of 1.9 years (2025: 2.6 years).

 

17. Other reserves

 

Group
	Capital contribution reserve $	Deferred share reserve $	Merger reserve $	Reverse acquisition reserve $	Share warrants and options reserve $		Foreign currency translation reserve $		Total $
At 31 March 2024	1,250,000	1,968,750	35,633,822	(75,441,159)	602,698	(3,085,630)		(39,071,519)
Currency translation differences	-	-	-	-	-	126,400		126,400
Issue of options	-	-	-	-	4,611	-		4,611
Foreign exchange on options	-	-	-	-	64	-		64
Expired warrants	-	-	-	-	(12,877)	-		(12,877)
Transfer to NCI	-	-	-	-	-	46,008		46,008
At 31 March 2025	1,250,000	1,968,750	35,633,822	(75,441,159)	594,496	(2,913,222)		(38,907,313)
At 1 April 2025	1,250,000	1,968,750	35,633,822	(75,441,159)	594,496	(2,913,222)		(38,907,313)
Currency translation differences	-	-	-	-	-	301,798		301,798
Issue of options/warrants	-	-	-	-	472,651	-		472,651
Foreign exchange movements	-	-	-	-	-	-		-
Expired options / warrants	-	-	-	-	(317,623)	-		(317,623)
Transfer to NCI	-	-	-	-	-	60,693		60,693
At 31 March 2026	1,250,000	1,968,750	35,633,822	(75,441,159)	749,524	(2,550,731)		(38,389,794)

 

 

Company
	Merger reserve $	Share warrants and options reserve $	Foreign currency translation reserve $	Total $
At 1 April 2024	35,633,822	627,698	(3,941,222)	32,320,298
Currency translation differences	-	-	974,879	974,879
Issue of options/warrants	-	4,611	-	4,611
Foreign exchange on options/warrants	-	64	-	64
Expired options	-	(12,877)	-	(12,877)
At 31 March 2025	35,633,822	619,496	(2,966,343)	33,286,975
At 1 April 2025	35,633,822	619,496	(2,966,343)	33,286,975
Currency translation differences	-	-	949,557	949,557
Issue of options/warrants	-	472,651	-	472,651
Foreign exchange movements	-	-	-	-
Expired options / warrants	-	(317,623)	-	(317,623)
At 31 March 2026	35,633,822	774,524	(2,016,786)	34,391,560

 

 

18. Group Restructure

On 10 February 2023, following receipt of the notice from Sri Lanka's GSMB to the Company's Sri Lankan IML-holding subsidiary Capital Metals Lanka (Pvt) Limited (formerly Damsila Exports (Pvt) Limited ("Damsila"), the Company had been in frequent and productive dialogue with senior GSMB and other officials in Colombo seeking to resolve concerns around the ownership structure of Damsila. While the Company's legal position remained that the ownership structure conformed with the relevant requirements, the Board's objective had been to derive a pragmatic solution to satisfy the GSMB that the spirit of the law requiring local ownership of mining and primary processing activities was reflected. This resulted in a restructuring of the Group.

 

Under the Restructuring, an effective 60 percent of the ownership of Damsila has been issued to a Sri Lankan national who is known to, and who has worked with, the Company since 2015.  As the Company will continue to fund the capital and operations of the Project, the Restructuring has been completed without materially impacting the Company's economic value in the Project.

 

Prior to the restructure, Damsila had 26,354,812 shares in issue. The Restructuring involved Damsila issuing 39,548,694 new shares to Keynes Investment Lanka (Pvt) Limited ("Keynes"), which is 99.98% owned by a Sri Lankan national, Mr Dinal Peiris, who is well known to the Company, with the remaining 0.02% owned by an existing Capital Metals shareholder, giving Keynes a 60.01 percent interest in Damsila and the Sri Lankan national an effective 60.0 percent of Damsila. The consideration for the above issue of ordinary shares in Damsila to Keynes is 1 Sri Lankan rupee per share (equivalent to US$108,353 at 365 SLR: 1 USD).

If an entity with a 40% shareholding has a contractual arrangement that gives it the power to direct the relevant activities of the other entity, it can maintain control and is required to consolidate the financial statements of the other entity in accordance with IFRS 10. After the restructure of the Group, the contractual arrangements in place to determine whether they have the power to direct the relevant activities of another entity and, as a result, maintain control were carefully assessed. It was concluded that as Directors have the majority of the voting rights, the Company will benefit from all future production of any offtake agreements and that Capital Metals Lanka Holdings (Pvt) Limited maintains control of Damsila. As such Damsila shall remain consolidated within the Group accounts. Damsila is now accounted for as a non-controlling interest. No NCI has been recognised on the net assets of Damsila as the Group has full rights to returns from the subsidiary. An equity transfer has been made only in relation to historic OCI movements through the foreign exchange reserve.

As a result of the restructure, Keynes Investment Lanka (Pvt) Limited was deconsolidated and is no longer part of the Group. There was no material impact on the financial statements. A loan to Keynes Investment Lanka (Pvt) Limited has arisen due to the restructure of the Group (please refer to Note 10). The loan balance is a loan balance held with Damsila that had previously been eliminated on consolidation.

 

19. Employee benefit expense

	Group			Company
Staff costs (excluding Directors)	Year ended 31 March 2026 $	Year ended 31 March 2025 $		Year ended 31 March 2026 $	Year ended 31 March 2025 $
Salaries and wages	102,155	139,267		-	-
	102,155	139,267		-	-

 

Salaries, wages and consultancy fees of $274,859 (2025: $137,859) directly attributable to exploration and evaluation activity were capitalised within intangible assets during the year and are therefore excluded from the amounts above. Total staff and consultancy costs (excluding directors) incurred by the Group before capitalisation were $377,014 (2025: $278,440).

 

The number of employees of the Group at 31 March 2026 was 28 (year ended 31 March 2025: 32).

 

20. Directors' and Key Management remuneration

	Salaries & fees	Share based payments	Year ended 31 March 2026	Year ended 31 March 2025
	$	$	$	$
Executive Directors
Gregory Martyr	233,235	-	233,235	180,645
Non-executive Directors
James Leahy	50,462	-	50,462	50,662
Teh Kwan Wey	32,167	-	32,167	30,617
Bruce Griffin (resigned 6 February 2026)	-	-	-	-
Aravinda De Silva (appointed 4 August 2025)	32,167	-	32,167	-
Savanth Sebastian (appointed 4 August 2025)	36,068	-	36,068	-
Key Management
Iranga Dunuwille	97,600	-	97,600	82,000
Stuart Forrester	272,855	-	272,855	172,773
	754,554	-	754,554	516,697

 

 

As at 31 March 2026, there were no directors receiving defined contribution pension schemes benefits (2025: Nil).

 

Of the above costs, $468,557 (year ended 31 March 2025: $216,647) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

 

Details of fees paid to companies of which the Directors detailed above are Directors have been disclosed in Note 25.

 

The remuneration of Directors and key management is determined by the remuneration committee having regard to the performance of individuals and market trends.

 

There are no current year director's fees/remuneration paid through the issuance of shares.

 

21. Income tax expense

No charge to taxation arises due to the losses incurred.

 

The tax on the Group's loss before tax, applicable to the losses of the consolidated entities, is as follows:

	Group
	For the year ended 31 March 2026 $	For the year ended 31 March 2025 $
Loss before tax	(2,045,425)	(1,140,932)
Tax at the applicable rate of 25% (2025: 25%)	(511,356)	(285,233)
Effects of:
Expenditure not deductible for tax purposes	127,548	11,068
Deferred tax asset not recognised	383,808	274,165
Tax charge	-	-

 

No deferred tax assets have been recognised in relation to the historic losses in the year (2025: nil), this is as a result of the uncertainty of future profits within the Group.

 

The Group has tax losses of approximately $15,099,535 (31 March 2025: $13,564,300) available to carry forward against future taxable profits.

 

The Company has tax losses of approximately £3,057,527 (31 March 2025: £2,765,086) available to carry forward against future taxable profits.

 

22. Loss per share

Group

The calculation of the total basic loss per share of 0.253 cents (2025: 0.163 cents) is based on the total comprehensive loss attributable to equity holders of the parent company of $2,045,425 (2025: $1,140,932) and on the weighted average number of ordinary shares of 809,534,350 (2025: 701,083,711) in issue during the year.

 

In accordance with IAS 33, basic and diluted earnings per share are identical for the Group as the effect of the exercise of share options would be to decrease the earnings per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 16.

 

23. Expenses by nature

	Group
	Year ended 31 March 2026 $	Year ended 31 March 2025 $
Operations	602,546	211,744
Director fees & employment tax contributions	285,997	300,050
Audit	93,820	92,490
Accountancy	113,458	110,454
Exchange related costs	122,124	134,488
Professional & consultancy fees	174,488	129,731
Office expenses	16,491	15,199
Insurance	14,806	12,325
Depreciation	9,864	3,773
Travel & entertainment	138,717	104,767
Acquisition related costs	-	25,514
Other expenses	176,990	25,895
Total administrative expenses	1,749,301	1,166,430

 

The above Director fees were $754,554 prior to the capitalisation of $468,557 of exploration related costs (year ended 31 March 2025: $516,697) in accordance with IFRS 6. Refer to Note 20.

 

Services provided by the Company's auditor and its associates

During the year, the Group (including overseas subsidiaries) obtained the following services from the Company's auditors and its associates:

	Group
	Year ended 31 March 2026 $	Year ended 31 March 2025 $
Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements	93,820	92,490

 

24. Commitments

License commitments

Capital Metals plc through its subsidiaries owns two mineral exploration licenses and two IMLs in Sri Lanka. These licences include commitments to pay annual licence fees and minimum spend requirements.

 

As at 31 March 2026 these are as follows:

 

 

				2026					2025
Group	Licence fees $				Minimum spend requirement $	Total $		Licence fees $		Minimum spend requirement $	Total   $
Not later than one year		442,037			-		442,037	725,700		-	725,700
Later than one year and no later than five years			-		108,493	108,493		-		152,981		152,981
Total			442,037		108,493	550,530		725,700		152,981		878,681

 

The minimum spend requirement is for the 24 grids previously covered by EL430. The renewal application is for six grids only.

 

25. Related party transactions

Loans to Group undertakings

Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:

 

	Company
	31 March 2026 $	31 March 2025 $
Brighton Metals Limited	2,468,528	2,366,182
Capital Metals Limited	1,005,582	962,002
Capital Metals Lanka (Pvt) Limited	589,230	607,620
Capital Metals Lanka South (Pvt) Limited	927	268
Capital Metals Lanka Holdings (formerly Redgate Lanka (Pvt) Limited)	1,936,316	268
At 31 March 2026	6,000,583	3,936,340

 

These amounts are unsecured and repayable in US Dollars on demand from the Company. Interest on the principal of the loan is charged at a rate of 2% per annum.

 

Amount receivable as a result of management recharges are as follows:

 

	Company
	31 March 2026 $	31 March 2025 $
Brighton Metals Limited	36,788	36,016
Capital Metals Limited	36,788	36,016
Capital Metals Lanka Private Ltd	771,851	294,784
Capital Metals Lanka South Private Ltd	511,059	236,081
Capital Metals Lanka Holdings Private Ltd	42,154	41,271
At 31 March 2026	1,398,640	644,168

 

Management recharges of $751,390 were made during the year (2025: $216,643), being $477,565 to Capital Metals Lanka (Pvt) Limited and $273,825 to Capital Metals Lanka South (Pvt) Limited. The balances shown are cumulative and include amounts recharged in prior years. No recharges were made to Brighton Metals Limited, Capital Metals Limited or Capital Metals Lanka Holdings (Pvt) Limited during the year; the movement in those balances represents foreign exchange retranslation. The amounts are unsecured, interest free and repayable on demand. All intra Group transactions are eliminated on consolidation.

 

Other transactions

The Group defines its key management personnel as the Directors of the Company as disclosed in the Directors' Report.

 

Hogan's Bluff Capital Pty Ltd, a limited company of which Greg Martyr is a director, was paid a fee of $233,235 for the year ended 31 March 2026 (31 March 2025: $233,982) for consulting services to the Company and expenses. There was a balance of $Nil owing at year end (31 March 2025: $Nil).

 

KL-Kepong International Ltd, a limited company of which is fully owned by Kuala Lumpur Kepong Berhad Ltd of which Teh Kwan Wey is an employee of, was paid a fee of $32,167 for the year ended 31 March 2026 (31 March 2025: $30,617) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2025: $Nil).

 

Inverness Consulting Pty Ltd, a limited company of which Stuart Forrester is a director, was paid a fee of $272,855 for the year ended 31 March 2026 (31 March 2025: $185,104) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2025: $Nil). Inverness Consulting Pty Ltd also holds 6,000,000 options in the Company, of which 2,000,000 were exercisable as at 31 March 2026.

 

Ventureflex (Pvt) Ltd, a limited company of which Iranga Dunuwille is a director, was paid a fee of $28,000 for the year ended 31 March 2026 (31 March 2025: $36,000) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2025: $Nil). Iranga Dunuwille holds 1,500,000 options in the Company, all of which were exercisable as at 31 March 2026.

 

Related party transactions were made on terms equivalent to those that prevail in arm's length transactions only when such terms can be substantiated.

 

26. Ultimate controlling party

The Directors believe there is no ultimate controlling party.

 

27. Events after the reporting date

On 18 June 2026, the Company issued 153,595 new ordinary shares of 0.2 pence each to Hannam & Partners in consideration of corporate broking and research fees, at an issue price £0.050783 per share, increasing the Company's issued share capital to 492,299,412 ordinary shares.

 

On 12 June 2026, the Company granted options over 500,000 new ordinary shares to Placer Consulting, exercisable at 5.0 pence per share and expiring in June 2031.

 

Both events are non-adjusting events after the reporting period and have no impact on the financial position of the Company as at 31 March 2026. There were no other material events between 31 March 2026 and the date of approval of these financial statements.