GROUP AND COMPANY STATEMENTS OF CASH FLOWS

For the year ended 30 June 2025

 

		GROUP			COMPANY
		Year ended 30 June 2025	Year ended 30 June 2024		Year ended 30 June 2025	Year ended 30 June 2024
	Note	£'000	£'000		£'000	£'000
OPERATING ACTIVITIES
Loss before tax from operations		(4,180)	(2,917)		(3,004)	(2,660)
Loss before tax		(4,180)	(2,917)		(3,004)	(2,660)
Depreciation and amortisation		109	82		-	-
Net finance (income)	7	(309)	(407)		(350)	(405)
Foreign exchange loss		540	292		366	396
Expected credit loss on financial assets	16	2,467	1,345		2,482	1,543
Acquisition option written off		-	474		-	474
Intercompany loan interest charged		-	-		(211)	(156)
Operating cash flows before movement in working capital		(1,373)	(1,131)		(717)	(808)
Decrease/(increase) in receivables		8	(82)		(6)	(195)
Increase/(decrease) in payables		201	(14)		206	69
Net cash used in operating activities		(1,164)	(1,227)		(517)	(934)
INVESTING ACTIVITIES
Purchases of property, plant and equipment	13	(71)	(525)		-	-
Mines under construction		(38)	(60)		-	-
Proceeds from disposal of subsidiary		-	1,059		-	1,059
Repayments from/(Advances) to subsidiary undertakings	16	-	-		3	(882)
Increase in interest in subsidiary	14	(115)	-		(115)	-
Interest received	7	3	3		-	-
Net cash (used in)/ generated from investing activities		(221)	477		(112)	177
FINANCING ACTIVITIES
Issue of ordinary shares	21	186	-		186	-
Loans received	19,20	1,343	50		495	50
Loans repaid	20	(49)	-		(49)	-
Net cash generated from financing activities		1,480	50		632	50
Net increase/(decrease) in cash and cash equivalents		95	(700)		3	(707)
Cash and cash equivalents at beginning of year	17	61	761		51	758
Exchange losses on cash and cash equivalents		(1)	-		-	-
Cash and cash equivalents at end of year		155	61		54	51

Major non-cash transactions

In the reporting year, the Company bought further 10% interest in each of the two subsidiaries, the non-cash component of the purchase price is disclosed in the note 14.

The accounting policies and notes below are an integral part of these financial statements.

 

 

 

 

NOTES TO THE GROUP FINANCIAL STATEMENTS

For the year ended 30 June 2025

 

 

1.    General Information

Kazera Global Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and incorporated and domiciled in England and Wales, United Kingdom. The nature of the Group's operations and its principal activities are set out in the Strategic Report and the Directors' Report.

 

2.    Accounting Policies

BASIS OF PREPARATION

These consolidated financial statements have been prepared and approved by the Directors in accordance with UK Adopted International Accounting Standards in accordance with the requirements of the Companies Act 2006.

 

The consolidated financial statements have been prepared under the historical cost convention, except as noted in the accompanying accounting policies.

 

The preparation of financial statements in conformity with UK Adopted International Accounting Standards ('IAS') 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 financial statements, are disclosed in Note 3.

 

The financial statements are presented in pounds sterling (£'000), which is also the functional currency of the Company and Group.

 

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

GOING CONCERN

The financial statements have been prepared assuming the Group and Company will continue as a going concern.

The Company prepares and routinely maintains a cash flow forecast; the Directors have, with reference to the cash flow forecast considered a number of potential scenarios under which the Company's ability to continue as a going concern is assessed.

 

In assessing whether the going concern assumption is appropriate, the Directors have taken into account all available information for the 12 months from the date of approval of these financial statements and performed sensitivity analysis thereon. This assessment includes consideration of the Group's future plans, expenditure commitments, and cost reduction measures that can be implemented.

The Directors' estimates are dependent upon a number of factors including the Group's mining operations performing in line with expectations, both in terms of timing and quantum of revenue generation, and associated costs being in line with expectations, recognising that the Group does not yet have a long operating history. In the event that this does not occur, the Directors are confident that further funds could be raised to meet any shortfall through the support of its key investors and shareholders. In view of the uncertainty over the receivable in respect of the agreed disposal of African Tantalum Pty Ltd, and the facts that the Group has not yet fully commenced commercial production and does not have a long track record of operations, the Company may need to obtain further funding over the 12 months following the date of approval of the financial statements. The Directors therefore consider that a material uncertainty exists as to the Company's ability to continue as a going concern. The auditors have made reference to this material uncertainty in their audit report on page 32.

 

NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED BY THE GROUP

The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 July 2024. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

 

 

Standards issued but not yet effective and have not been applied in the accounts

Standards/interpretations/amendments	Effective from
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)	01/01/2025
Annual Improvements Volume 11 (issued on 18 July 2024)	01/01/2026
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024)	01/01/2026
IFRS 18 Presentation and Disclosure in Financial Statements* (issued on 9 April 2024)	01/01/2027

*Not yet endorsed in UK.

 

 

BASIS OF CONSOLIDATION

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated.

 

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the subsidiary and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the subsidiary on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of subsidiary's identifiable net assets. Acquisition-related costs are expensed as incurred.

 

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset, or liability is recognised either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

 

Disposal of subsidiary undertakings

A disposal of a subsidiary occurs when control is lost, which can happen through the sale, liquidation, or other forms of relinquishment of control. Upon disposal, the subsidiary will be deconsolidated from the date control is lost. All assets, liabilities, and non-controlling interests related to the subsidiary will be removed from the consolidated balance sheet. The consideration received from the disposal of a subsidiary will be measured at fair value on the disposal date; the gain or loss on disposal will be calculated as the difference between:

 

·      The fair value of the consideration received; and

·      The carrying amount of the subsidiary's assets and liabilities, and any cumulative translation differences recorded in equity.

 

The results of the subsidiary up to the date of disposal will be included in the consolidated Statement of comprehensive income and shown separately as discontinued operations.

 

Acquisition of non-controlling interest

Changes in the parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect the change in ownership interest. Any difference between the consideration paid or received and the adjustment to non-controlling interests is recognised directly in equity attributable to the parent.

 

foreign currencies

The individual financial statements of each subsidiary company are presented in South African Rands, which is the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the Group and the Company financial statements, the results and financial position of each group company are presented in Pounds Sterling, which is the functional currency of the Company, and the presentation currency for the Group financial statements.

 

In preparing the financial statement of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each year end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the year end date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the Statement of comprehensive income. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period, except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

 

For the purpose of presenting Group financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the year end date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are classified as equity and transferred to the Group's translation reserve. These foreign exchange transactions are recognised in the statement of other comprehensive income. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of.

 

TAXATION

The tax currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs from net profit or loss as reported in the Statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying value of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or credited in the Statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

INTANGIBLE ASSETS - EXPLORATION AND EVALUATION EXPENDITURE

Exploration and evaluation activities involve the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Research expenditure is written off in the year in which it is incurred and expensed in the consolidated statement of comprehensive income. The Group recognises expenditure as exploration and evaluation assets when it determines that the legal rights to said assets have been obtained. Costs incurred which relate wholly to exploration work only, are expensed through the statement of comprehensive income. When a decision is taken that a mining property becomes viable for commercial production, all further pre-production expenditure is capitalised.

 

Expenditure included in the initial measurement of exploration and evaluation assets and which is classified as intangible assets, relates to the acquisition of rights to undertake topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and other activities to evaluate the technical feasibility and commercial viability of extracting a mineral source.

 

MINES UNDER CONSTRUCTION

Expenditure is transferred from "Exploration and evaluation" assets to "Mines under construction" once the work completed to date supports the future development of the property and such development receives the requisite approvals. All subsequent expenditure on technically and commercially feasible sites is capitalised within Mines Under Construction.

 

All expenditure on the construction, installation or completion of infrastructure facilities, incurred after the assets' transfer to "Mines under construction" category, is capitalised as construction in progress directly within "Mines Under Construction". Once in full commercial production, all assets included in "Mines Under Construction" are transferred into "Property, Plant and Equipment" or under the subheading "Producing Mines". It is at this point that depreciation/amortisation commences over its useful economic life. The asset will be depreciated using the Units of Production method (UOP).

 

Mines under construction are stated at cost. The initial cost comprises transferred exploration and evaluation assets, construction costs, infrastructure facilities, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and, for qualifying assets, borrowing costs. Costs are capitalised and categorised between mining rights and construction in progress respectively according to whether they are intangible or tangible in nature.

 

Revenue generated from trial production is recognised when performance obligations are met. This is the point of delivery to the customer of the good under correct specification. Revenue is measured at the fair value of consideration received or receivable from sales to an end user, net of buyer's discount, treatment charges, freight costs and value added tax. Any revenues from trial production generated from the assets held as Mine Under Construction are offset against the capitalised value held.   All operating costs associated with trial production are expensed as incurred.

 

PROPERTY, PLANT AND EQUIPMENT

Property, Plant and equipment are recorded at cost, less accumulated depreciation and impairment losses.

 

Significant improvements are capitalised, provided they qualify for recognition as assets. The costs of maintenance, repairs and minor improvements are expensed when incurred to administrative expenses in the statement of comprehensive income.

 

Tangible assets, retired or withdrawn from service, are removed from the balance sheet together with the related accumulated depreciation. Any profit or loss resulting from such an operation is included in the Statement of comprehensive income.

 

Tangible and intangible assets are depreciated on the straight-line method based on their estimated useful lives from the time they are available for use as intended by management, so that their net cost is diminished over the lifetime of consideration to estimated residual value as follows:

 

Buildings	20 years
Plant and machinery	Between 5 and 10 years
Furniture and equipment	Between 5 and 10 years

The depreciation cost is included within administrative expenses in the statement of comprehensive income.

 

IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT ('PPE') AND INTANGIBLE ASSETS EXCLUDING GOODWILL

Assets that have an indefinite useful life are not subject to amortisation but are reviewed for impairment annually and where there are indications that the carrying value may not be recoverable, an impairment assessment is carried out in accordance with IAS 36. An impairment loss is recognised in administrative expenses in the statement of comprehensive income for the amount by which the carrying value exceeds the recoverable amount. Management determines the recoverable amount of PPE and MUC as the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is based on recent market transactions, where available, or an appropriate valuation model.

 

ASSET ACQUISITIONS - land

Acquisitions of mineral exploration licences through the acquisition of non-operational corporate structures that do not represent a business, and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset. The consideration for the asset is allocated to the assets based on their relative fair values at the date of acquisition. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated.

 

Where the asset was acquired during the period however licensing becomes available post year end this is accounted for as an acquisition of Land.

 

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash at bank and in hand, deposits at call with banks, other short-term highly liquid investments with original maturity at acquisition of three months or less that are readily convertible to cash, net of bank overdrafts. For the purpose of the cash flow statement, cash and cash equivalents consist of the definition outlined above.

 

EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL

Equity instruments consist of the Company's ordinary share capital and are recorded at the proceeds received, net of direct issue costs.

 

FINANCIAL INSTRUMENTS - INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT

Classification

The Group classifies its financial assets into only one category, being those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

 

Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

 

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

Debt instruments  

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

 

Impairment

The Group assesses, on a forward-looking basis, the expected credit losses (ECL) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

 

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

 

For receivables from Group undertakings, including loans to subsidiaries such as DBM and WHM, held by the parent company, the Group applies the general approach under IFRS 9. Under this approach, ECLs are calculated based on a model that considers changes in credit risk since initial recognition.

 

Management assesses credit risk by evaluating both the financial health of each group undertaking and the probability of default. A receivable is considered in default when there is evidence of financial difficulty, such as liquidity challenges or a breach of loan covenants, or if contractual payments are significantly overdue, unless there is strong evidence to support that delayed payment does not indicate a credit issue.

 

Expected Credit Loss Model: The ECL is determined as the present value of all expected cash shortfalls over the remaining life of the receivable. This is based on weighted probabilities for a number of scenarios, which may include base, adverse, and optimistic cases. The probabilities are adjusted based on historical data, forward-looking information, and management's assessment of current economic conditions.

 

FINANCIAL LIABILITIES

All non-derivative financial liabilities are classified as other financial liabilities and are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Other financial liabilities consist of borrowings and trade and other payables.

 

Financial liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

 

Borrowings with conversion option (warrants attached)

For borrowings that include a conversion feature (e.g., option to convert into equity), the instrument is assessed in accordance with IAS 32 to determine the appropriate classification of any liability and equity components.

 

Initial Recognition and Measurement

At initial recognition, the borrowing is separated into two components: (i) the liability component, which reflects the present value of future cash flows of the debt, and (ii) the equity component, representing the warrants or other rights that allow conversion into a fixed number of the Company's equity instruments. The equity component is recorded in a separate reserve within equity.

 

Subsequent Measurement

The liability component is subsequently measured at amortised cost using the effective interest method. The equity component is not remeasured after initial recognition, in accordance with IAS 32.

 

 

OTHER FINANCIAL LIABILITIES, BANK AND SHORT-TERM BORROWINGS

Other financial liabilities, as categorised above, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. Other financial liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

 

REVENUE

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. These steps are as follows: identification of the customer contract; identification of the contract performance obligations; determination of the transaction price; allocation of the transaction price to the performance obligations; and revenue recognition as performance obligations are satisfied.

 

Under IFRS 15, revenue is recognised when performance obligations are met. This is the point of delivery of goods to the customer. Revenue is measured at the fair value of consideration received or receivable from sales of diamonds and tantalite to an end user, net of buyer's discount, treatment charges, freight costs and value added tax. The application of the standard including the five-step approach has not resulted in any changes to the timing of recognition of revenue in the current or any prior period.

 

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-Scholes model. Where the value of the goods or services received in exchange for the share-based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

 

Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

 

All equity-settled share-based payments are ultimately recognised as an expense in the consolidated statement of comprehensive income with a corresponding credit to "Share-based payments reserve".

Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting or if the share options vest but are not exercised. When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to accumulated profit and loss reserve.

 

EARNINGS PER SHARE

Basic earnings per share (EPS) is calculated by dividing: the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 11).

 

Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.

 

Diluted EPS considers the potential dilution that would occur if convertible instruments or contracts to issue shares were converted into ordinary shares.

 

SEGMENTAL ANALYSIS

Under IFRS 8 operating segments are considered to be components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company's chief operating decision maker is the Board of Directors. At present, and for the period under review, the Company's reporting segments are the holding company, Heavy Mineral Sands activities and the diamond mining operations in South Africa.

 

 

3.    Critical Accounting ESTIMATES AND Judgements

In the application of the Group's accounting policies, which are described in Note 2, the Directors are required to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

Carrying value and classification of mines under construction (Note 12)

The Group reviews its mines under construction for indicators of impairment at least annually, and management exercises significant judgement in making this assessment. The carrying amounts of the mines under construction are allocated to cash generating units ("CGUs") being DBM and WHM. The recoverable amounts of these CGUs are determined based on value in use (VIU) calculations, which require management to make estimates and assumptions. Key considerations include offtake terms and conditions, projected commodity prices, expected product grades, operating costs, discount rates, expected margins and future capital requirements. These assumptions are inherently uncertain, and changes in circumstances could materially affect the recoverable amounts.

 

The VIU calculations are based on cash flow projections covering a period of 10 years, which management considers appropriate given the expected life of the mines and the time required to realise the economic benefits from ongoing capital investment. Management believes this period accurately reflects the economic lifecycle of the CGUs, especially considering the regenerative impact of wave and tidal actions. The cash flow projections also take into account anticipated production ramp-up schedules, regulatory and permitting requirements, and potential variations in operating efficiency.

 

As at 30 June 2025, the mines were not yet in commercial production, and no sales had been recognised. Although commercial production was imminent, insufficient continuous operations had been achieved to meet the criteria for revenue recognition. First sales had initially been expected to commence by March 2025 but commencement had been delayed due to evolving off-take requirements, which impacted financing arrangements.

 

As at 30 June 2025, work at the DBM diamond project was underway to improve operational efficiencies and increase recoveries of diamonds. Following the year-end, diamond recoveries were achieved. The performance of the is being monitored to assess the suitability of the ongoing classification as MUC, or whether reclassification as PPE would be required. As at 30 June 2025, the DBM plant was assessed by management to be MUC.

 

Whale Head Minerals' Walviskop Heavy Minerals Sands project involves the 'mining' of sands, which are created as a byproduct of the DBM diamond operation. In 2023, the radiation level of the sands was identified to be higher than the permitted range. A permit to handle radioactive material was received from the NNR in August 2024 and WHM has subsequently received and passed an inspection by the NNR.

 

During the year ended 30 June 2025, WHM had entered into an offtake agreement with Fujax South Africa (Pty) Ltd ("Fujax"). It transpired that a higher cut-off grade was required in order for Fujax to make the intended sales, and this required further refinement of the WHM processing plant, and production was suspended whilst the necessary changes were made.

 

Management therefore considers that it is appropriate to classify the WHM processing plant as Mines Under Construction.

 

The Group continually monitors and updates its cash flow forecast on both Group and legal-entity bases, applying the latest available information as regards operations and key inputs such as offtake terms and conditions, commodity prices or sales forecasts, production rates, operating costs, and projected capex requirements. In reviewing the carrying value of 'mines under construction', the Board has considered the present value of expected future cash flows, discounted at a rate of 14%, which has been determined prudently at a significant premium to the 10-year South Africa Bond yield rate.

 

Investment in subsidiaries

Investments in subsidiaries are initially recognised at cost less accumulated impairments. Details of the investments are listed in Note 14.

 

Upon acquisition, any excess of the total consideration transferred over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed is recognised under mines under construction.

 

The Group performs an assessment, at least annually, to determine whether there are any indicators of impairment in accordance with IAS 36. Where such indicators exist, the recoverable amount of the investment is estimated using value-in-use models for each subsidiary. Any potential impairments to the investments in subsidiaries are measured in line with the impairment of mines under construction in the paragraph above.

 

Loss of Control and recoverability of proceeds from disposal of Aftan

In December 2022, the Company agreed to dispose of its interest in 100% of the issued share capital of subsidiary African Tantalum Pty Ltd ("Aftan") to Hebei Xinjian Construction CC ("Hebei"). On 4 January 2023, Dennis Edmonds resigned as a director of Aftan and each of its subsidiaries, following which Kazera has no control of the Board, operations or finances of Aftan and there is no shareholder or relationship agreement in place through which Kazera can exert control. Kazera is unable to compel the provision of such detailed financial information from Aftan to enable it to consolidate Aftan's financial information as it has no operational control and no right to receive operational accounting information. Furthermore, (without prejudice, and notwithstanding its ongoing contractual breach) Hebei has the power to compel the final transfer of the issued share capital by making the final payment and the remaining completion elements under the terms of the sale and purchase agreement ("SPA") between the parties.

 

As a result of the loss of control of Aftan, that Company's financial statements were deconsolidated from the Group in the year ended 30 June 2023.

 

On 7 May 2025, the Company announced that it had received a comprehensive and favourable ruling in binding arbitration proceedings against Hebei, with a total award of c. US$11.9 million plus costs ("the Award"). As 30 June 2025, the Company was proceeding to secure a High Court ruling as the next step in recovering the funds. The Directors acknowledge that, as at 30 June 2025, no assurance can be given that the Award will be recovered, and there remains a risk that the High Court of Namibia does not order the enforcement of the arbitrator's ruling

 

If the transaction is terminated due to non-payment of the disposal proceeds the loan to Aftan may need to be reinstated; the amounts received to date would be treated as repayment of this loan and the deferred consideration would need to be written off.

 

Although Xinjian was in breach of the SPA, and the arbitrator has ruled in favour of Kazera, as at the date of these financial statements the directors consider that the amounts due from Xinjian remain recoverable. As a matter of prudence in accordance with accounting principles, and without prejudice to its likely success at the High Court or any other claim that may arise thereafter, the Company has recorded a cumulative provision of  the receivable by £3,812k (2024: £1,345k). This amount has been determined by considering a number of possible scenarios and their likely outcomes. More details are provided in Note 20.

 

Recoverability of intragroup loans

Significant judgment has been exercised by the directors in assessing the recoverability of intragroup loans. The Company has provided financial assistance to its subsidiaries in the form of loans. These loans are assessed for recoverability annually.

 

The determination of recoverability involves estimating the future cash flows expected to be received from the subsidiaries, considering their financial position, profit projections, and external market conditions. The directors have considered the expected credit losses in accordance with IFRS 9, considering the likelihood of a number of scenarios to weight the expected credit loss in each of them. Based on these assessments, management has recognised in the Parent company statement of comprehensive income a credit loss provision of £15k (2024:2024), which lead to a cumulative credit loss provision in respect of intragroup loans of £213k (2024:£198k).£

 

Given the inherent uncertainties in predicting future events and behaviours, this judgment is subject to estimation uncertainty. Any changes in the financial condition of the subsidiaries, or in the economic conditions under which they operate, could impact the estimated recoverability of these loans, which may require adjustments to their carrying values in future periods.

 

Valuation of share options

The valuation of the options involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions and valuation methodology adopted have been described in more detail in Note 22. The estimates and assumptions could materially affect the Statement of comprehensive income.

 

Compound financial instruments - classification and valuation of loan notes liability and equity components

In August 2024, the Company entered into loan facility agreements with each of its two largest shareholders, Richard Jennings and Tracarta Limited, pursuant to which they agreed to provide the Company with unsecured term loan facilities of £150k and £350k respectively. Under IAS 32, the loan agreements contain both debt and equity components. The liability component represents the host debt liability while the equity component comprises the conversion option arising from the holder's right to convert the fixed coupon interest into equity in the Company, together with any warrants attached to the loan notes. The valuation of these instruments requires significant judgment and estimation, particularly in determining the fair value of the liability component at initial recognition and in subsequent measurement.

 

The liability component is measured using a discounted cash flow model, which involves estimating future cash flows and applying an appropriate market discount rate. The discount rate is determined based on comparable market instruments and reflects the credit risk of the issuer at the time of issuance. The discount rate applied for the calculation is 14.12% and reflects the market rate for a similar debt instrument, considering the credit risk, term, currency, and other relevant factors of the loan.

 

The equity component as described above, representing the holder's option to convert the loan and fixed interest into a fixed number of the Company's Ordinary shares, is calculated as the residual amount after deducting the fair value of the liability component from the total proceeds received.

 

These estimates are sensitive to changes in market conditions and assumptions. A change in the discount rate assumption or projected cashflows could materially affect the carrying value of the convertible loan and the related profit or loss impact.

 

Mine rehabilitation

Management has considered whether provision is required for mine rehabilitation as at 30 June 2025.

 

In respect of beach mining operations, once the sands have been screened and valuable elements have been separated, the screened material is returned to the beach and is distributed naturally by the repetitive action of waves and the tide.

 

The land mining operation follows ancient surf zones or river courses and is carried out by way of trenching where the overburden is removed and reserved to one side until the diamond bearing layer of gravel below is reached. The diamond bearing gravel is removed and screened for diamonds. Screened gravel is then returned to the trench and re-covered with topsoil throughout the routine course of mining, effectively encompassing rehabilitation within the cost of mining.

 

It has therefore been determined that at the present time, in view of the current stage and nature of mining operations, no provision for mine rehabilitation should be required.

 

 

4.    Segmental Reporting

In accordance with IFRS 8 'Operational Segments,' the Group determines and presents operating segments based on the information that is provided internally to the Executive Directors, who are the Group's chief operating decision makers ("CODM"). The operating segments are aggregated if they meet certain criteria.

 

Identification of Segments:

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, and is:

 

·      Expected to generate revenues and incur expenses.

·      Regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.

·      For which discrete financial information is available.

 

Based on the above criteria, the Group has identified its reportable segments as being business activity and geographic. Business activity is divided into:

·      holding company expenses

·      Heavy mineral sands mining activities and

·      diamond mining activities

 

The Group's profit/(losses) and net assets by primary business segments are shown below.

 

 

Segmentation by continuing business

Loss before income tax	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
Holding company	(3,546)	(3,021)
Diamond mining activity	(396)	(110)
Mineral sands mining activity	(547)	(193)
Operating loss	(4,489)	(3,324)
Net finance income	309	407
Group loss for the year	(4,180)	(2,917)

 

 

Net assets /(liabilities)	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
Holding company	6,676	9,567
Diamond mining activity	(1,840)	(1,331)
Heavy Mineral Sands mining activity	(854)	(317)
Group net assets	3,982	7,919

 

Segmentation by geographical area

Operating loss	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
United Kingdom	(3,004)	(3,021)
South Africa	(1,176)	(303)
Group loss for the year	(4,180)	(3,324)

 

Net assets	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
United Kingdom	6,762	9,567
South Africa	(2,780)	(1,648)
Total group net assets	3,982	7,919

 

5.    Revenue

	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
Revenue from external customers	-	6

Revenues of £6k in FY2024 were derived from sales of diamonds during the first half of the 2024 financial year. There were no diamond sales in FY2025.

 

 

6.    Operating Loss

	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
Loss for the period has been arrived at after charging:
Staff costs as per Note 9 below	521	590
ELC provision on financial asset	2,467	1,345
Auditor' remuneration	55	83
Depreciation of property, plant and equipment	109	58

 

 

7.    Finance Charges/INCOME

	Year ended 30 June 2025  £'000	Year ended  30 June 2024  £'000
Loan interest payable	(77)	-
Loan interest payable on Fujax loan	(41)	-
Interest income	427	407
	309	407

£423k (2024: £404k) of the interest income relates to the deferred consideration and loan receivable from the sale of Aftan.

 

8.    Auditor Remuneration

	Year ended 30 June 2025 £'000	Year ended 30 June 2024 £'000
Fees payable to the Group's auditors for the audit of the Group's annual accounts	55	83
Total audit fees	55	83

 

9.    Staff Costs

The average monthly number of employees (including executive directors) for the continuing operations was:

	Year ended 30 June 2025 Number	Year ended 30 June 2024 Number
Group total staff	26	24
	£'000	£'000
Wages and salaries	437	506
Other benefits	25	19
Social security costs	59	65
	521	590

 

Directors' emoluments

An analysis of the Directors' emoluments and pension entitlements and their interest in the share capital of the Company is contained in the Directors' Remuneration Report on page 26 accompanying these financial statements. All emoluments are short term in nature and the Directors are considered to be key management personnel.

 

10.  Taxation

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax applied to profits for the year are as follows:

	Year ended 30 June 2025 £'000	Year ended 30 June 2024 £'000
Analysis of income tax expense:
Current tax on profits for the year	-	-
Deferred tax	-	-
Total income tax expense	-	-
Loss before tax from continuing operations	(4,180)	(2,917)
(Loss)/profit before tax for the year	(4,180)	(2,917)
Tax using the Company's domestic tax rate of 25% (2024: 25%)	(1,045)	(729)
Effects of:
Expenses not deductible for tax purposes	708	454
Unutilised tax losses carried forward	361	285
Effect of difference between local and UK tax rate	(24)	(10)
Tax charge for period	-	-

 

The taxation charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the Group operates. Losses from the previous period have been carried forward. A deferred tax asset has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

 

At the balance sheet date the Group had unused tax losses of £7,303k (2024: 6,942k)‌‌.

 

In December 2021, the OECD/G20 Inclusive Framework on BEPS released model rules for the implementation of a global minimum tax (Pillar Two) at a rate of 15%, effective for fiscal years beginning on or after 1 January 2025. The Group has considered the potential impact of these rules on its tax obligations. Given that the corporate income tax rate in South Africa, where the Group primarily operates, is above the 15% minimum threshold, management does not expect the introduction of Pillar Two to have a material impact on the Group's effective tax rate or deferred tax balances. The Group will continue to monitor developments related to this reform to assess any potential future implications.

 

11.  Earnings Per Share

The calculation of basic earnings per share is based on the following data:

	Year ended  30 June 2025	Year ended  30 June 2024
	£'000	£'000
Profit/(loss) for the year attributable to owners of the Company
From continuing operations	(4,019)	(2,823)
Weighted average number of ordinary shares in issue for basic and fully diluted earnings	959,271,246	936,599,523
EARNINGS PER SHARE (PENCE PER SHARE)
BASIC AND FULLY DILUTED:	(0.42)	(0.30)

 

The Company has outstanding warrants and convertible loan notes (Note 19), and share options (Note 22) which may be dilutive in future periods. Share options, warrants and rights to convert the convertible loan notes had no-dilutive effect on the basic loss per share.

 

 

12.  Mines under Construction

	Construction in progress	Mining licences	Total
GROUP	£'000	£'000	£'000
At 1 July 2023	703	46	749
Additions	60	-	60
Exchange translation difference	5	-	5
At 30 June 2024	768	46	814
Additions	39	-	39
Exchange translation difference	(9)	-	(9)
At 30 June 2025	798	46	844

 

The assets included in the category Mines Under Construction "Construction in progress" are predominantly of tangible nature and will be reclassified to "Property, Plant and Equipment (producing mine assets)" and depreciated over their relevant expected useful life, once the construction is complete and commercial production commences.

 

13.  Property, Plant and Equipment

	Land & buildings	Plant & machinery	Total
GROUP	£'000	£'000	£'000
Cost
At 1 July 2023	184	460	644
Exchange translation difference	-	28	28
Additions	-	525	525
Cost at 30 June 2024	184	1,013	1,197
Exchange translation difference	-	(67)	(67)
Additions	-	71	71
Cost at 30 June 2025	184	1,017	1,201
Depreciation
At 1 July 2023	-	113	113
Exchange translation difference	-	(3)	(3)
Charge for the year	-	81	81
Depreciation at 30 June 2024	-	191	191
Exchange translation difference	-	(16)	(16)
Charge for the year	-	109	109
Depreciation at 30 June 2025	-	284	284
Net book value at 30 June 2025	184	733	917
Net book value at 30 June 2024	184	822	1,006

 

The additions during the year related mainly to the purchase or upgrade of plant and machinery including the installation of spirals, upgrade of the trommel screen, pulsating jig, and FlowSort.

 

14.  Investment in Subsidiary Undertakings

 

The Company's investments in its subsidiary and associated undertakings
COMPANY	Total £'000
Cost and net book value
As at 1 July 2023	784
As at 30 June 2024	784
10% increase in interest in DBM and WHM subsidiaries	385
As at 30 June 2025	1,169

 

All principal subsidiaries of the Group are consolidated into the financial statements.

 

On 3 August 2024, Kazera entered into an agreement with Tectonic Gold PLC ("Tectonic") to purchase Tectonic's 10% shareholdings in each of DBM and WHM together with Tectonic's economic interest in loans to WHM's Black Economic Empowerment ("BEE") partners. The loans have a book value of ZAR 600 million and the terms of the loans provide for their repayment through the set-off of 80% of any future dividends paid by WHM, until such time as the balance has been extinguished. As loan repayments are linked to future dividends from WHM, there is a significant uncertainty in cash flow timing and amount. These loans were fair valued at the date of the acquisition of £1.3k and are shown within the Long-term other debtors in the Group consolidated Statement of Financial Position (Note 15).

 

Following the acquisition of the additional 10% shareholding in DBM, Kazera has a 100% direct legal interest in DBM, of which 64% is held beneficially by Kazera and 26% is held on behalf of BEE Partners.

 

Following the acquisition of the additional 10% shareholding in WHM, Kazera has a 70% legal and beneficial interest in WHM.

 

The agreement with Tectonic provided that the total consideration of USD 500,000 (£386k) was payable as follows:

•      USD 150,000 (circa £115k) payable within 10 days of signature of the Agreement for the sale and purchase of the Assets (Completion);

•      USD 350,000 (circa £271k) payable within 45 days of Completion (subject to the Company having the necessary shareholder authorities to allot shares) by way of the issue of 27,110,947 shares in the Buyer with a deemed value of 1 pence per share (the Consideration Shares);

•      The Consideration Shares shall be subject to a Lock In for a period of 6 months from Completion followed by a further period of 12 months during which the Seller agrees to dispose of the Consideration Shares on an orderly market basis.

 

 

On 30 June 2025, the legal shareholding in the subsidiaries were as follows:

 

Subsidiary undertakings	Country of registration	Principal activity	Holding	30 June 2025	30 June 2024
Whale Head Minerals (Pty) Ltd (1) 6 Reier Avenue Alexander Bay Northern Cape 8290 South Africa	South Africa	Mining Licence holder	Ordinary shares	70%	60%
Deep Blue Minerals (Pty) Ltd (1)(2) 6 Reier Avenue Alexander Bay Northern Cape 8290 South Africa	South Africa	Mining Licence holder	Ordinary shares	100%	90%

 

⁽¹⁾ Companies incorporated in South Africa are required to comply with Broad-Based Black Economic Empowerment (B-BBEE) regulations.

⁽²⁾ 26% of the shares in Deep Blue Minerals (Pty) Ltd are reserved for Black Economic Empowerment partners, and therefore Kazera's ultimate beneficial interest in Deep Blue Minerals (Pty) Ltd is 74%.

 

 

15.  Long Term Loan RECEIVABLES

 

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Intragroup receivables	-	-	2,637	2,446
Other receivables	1	-	1	-
	1	-	2,638	2,446

 

 

Company	Loan to Deep Blue Minerals £'000	Loan to Whale Head Minerals £'000	Total £'000
As at 1 July 2023	1,071	536	1,607
Increase in loan	505	532	1,037
ECL provision	(118)	(80)	(198)
As at 30 June 2024	1,458	988	2,446
Increase in loan	128	200	328
Interest	210	-	210
Repayments	-	(332)	(332)
ECL provision	(25)	10	(15)
As at 30 June 2025	1,771	866	2,637

The total ECL provision is £4,026k (2024: £1,543k), of which £213k (2024: £198k) relates to DBM and WHM. The remaining amount of £3,812k (2024: £1,345k) relates to the Aftan receivable as described in note 16 below. Given the nature of these receivables, management have deemed it appropriate to classify and present these as non-current/long-term debtors. Long term receivable are all due 12 months after the end of the reporting period.

 

 

16.  Short term Trade and Other Receivables

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Prepayments and accrued income	2	10	2	10
Other receivables	3,848	6,259	3,787	6,184
	3,850	6,269	3,789	6,194

 

SALE OF AFTAN

Included in other receivables is £3,697k (2024: £6,107k) with respect to amounts due on the sale of Aftan, net of ECL. See note 3 and CEO's Review.

Group and Company		Gross, £'000	ECL, £'000	Total £'000
At 1 July 2023		8,501	-	8,501
Cash received		(1,059)	-	(1,059)
Interest		404	-	404
FX		(394)	-	(394)
Gross receivable		7,452	-	7,452
ECL provision		-	(1,345)	(1,345)
At 30 June 2024		7,452	(1,345)	6,107
Cash received				-
Interest		423	-	423
FX		(366)	-	(366)
Gross receivable		7,509	(1,345)	6,164
ECL provision		-	(2,467)	(2,467)
At 30 June 2025		7,509	(3,812)	3,697

 

Expected Credit Loss (ECL) calculation

The Group has calculated an expected credit loss (ECL) provision for the receivable from the sale of Aftan. The gross carrying amount of this receivable is £7,509k (2024: £7,452k), and an ECL provision of £3,812k (2024: £1,345k) has been recognised to reflect management's estimate of potential credit losses under IFRS 9.

 

The ECL provision was calculated using a probability-weighted approach that considers various recovery scenarios, each assigned a probability based on management's best estimates. Under IFRS 9, the Company is required to consider the expected credit loss on the amounts to it by Hebei. This is a highly subjective exercise and is based on management's best estimates. Three of the possible scenarios considered at the previous year-end are now unlikely, and there are now only two likely outcomes: either to reclaim the asset (as is permitted under the terms of the agreement) or to pursue the enforcement of the arbitrator's ruling by the high court.

 

Considering that the award given by the arbitrator is likely to be of greater value than the reclaimed asset, this is the logical preferred scenario. The expected recovery value in this scenario is therefore likely higher than in the case of reclaiming the asset, but the practical challenges of enforcing a high court ruling are such that, despite this being the preferred option, the practical reality is that it is more likely that the company will need to reclaim the asset and recover value in that way. Consequently, asset reclamation has been assessed with a 90% likelihood, and enforcement of the court order has been assessed with a 10% likelihood.

 

17.  Cash and Cash Equivalents

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Cash and cash equivalents	155	61	54	51

 

Cash and cash equivalents (which are presented as a single class of asset on the face of the balance sheet) comprise cash at bank and other short term, highly liquid investments with a maturity of three months or less.

 

The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.

 

18.  Trade and Other Payables

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Current Liabilities
Trade payables	142	57	115	31
Other payables	41	13	32	1
Accruals	187	111	185	111
	370	181	332	143

 

The Directors consider the carrying amount of trade payables approximates to their fair value.

 

19.  convertible loan notes

 

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Liability component of convertible loan notes
At the start of the reporting year	50	-	50	-
Draw down on the loan	450	50	450	50
Interest expense	67	-	67	-
Repayments	-	-	-	-
Equity element of the convertible loan notes - reclassified at inception	(14)	-	(14)	-
At 30 June	553	50	553	50

 

On 27 June 2024, the Company entered into an unsecured loan agreement with Richard Jennings for a facility of £50,000, repayable in a single payment on 30 October 2024. The loan was bearing a fixed interest of 5%, payable at the time of repayment. Catalyse Capital Ltd and its related parties (including Richard Jennings) is a substantial shareholder of the Company. Subsequently in the current reporting period, this loan was added to and formed part of the funds deemed to have been drawn under a convertible facility agreement with Mr Jennings in August 2024.

 

On 9 August 2024, the Company entered into a debt facility agreement with each of its two largest shareholders, Richard Jennings and Tracarta Limited, pursuant to which they agreed to provide the Company with unsecured term loan facilities of £150k and £350k respectively. Under the original Facility Agreements, the loans were due for repayment on or before 30 October 2025.

 

The debt facility agreement with Tracarta Limited, structured as an unsecured loan of £350k and the one with Richard Jennings for £150k were both carrying a non-compounding fixed interest rate of 12% payable on maturity date of the loan of 30 October 2025. The agreement as a part of the deal also included:

(a)   Warrants on Principal: Warrants issued for 150% of the Commitment Amount, exercisable at an exercise price of 1 pence per share in the amount of 84,975,000; and

(b)   Warrants for Accrued Interest: At the lender's option, accrued interest may be settled through the issuance of additional warrants at the same exercise price.

 

The 9 August 2024 convertible loans were classified as compound financial instrument, containing both liability and equity components. The loan was convertible into a fixed number of 84,975,000 shares, expressed in exact number of warrants granted with the loan and that number was explicitly stated in the loan agreement.

 

The liability component was initially measured using a discounted cash flow model, which involves estimating future cash flows and applying an appropriate market discount rate. The discount rate is determined based on comparable market instruments and reflects the credit risk of the issuer at the time of issuance. The Company applied a discount rate of 14.12% being the Company's cost of capital.

 

The liability component is subsequently carried at amortised cost using effective interest rate method. Total interest charge related to the convertible loans in 2025 was £67k (2024: £nil). It is included in Finance expense line in the statement of comprehensive income and was calculated applying effective interest rate of 14.23% to the liability component.

 

The equity component, representing the holder's options to convert the loan into equity (including the conversion option on the fixed coupon interest and the warrants), is calculated as the residual amount after deducting the fair value of the liability component from the total fair value of the consideration received.

 

Equity component of convertible loan notes

 

The total number of warrants issued with the two convertible loans described above as at 30 June 2025 is as follows:

Share Warrants
Exercise Price	Grant Date	Expiry date	1 July 2024	Issued	Exercised	Lapsed	30 June 2025
£0.01	09/08/2024	08/08/2029	-	84,975,000	-	-	84,975,000
			-	84,975,000	-	-	84,975,000

The weighted average contractual life of the warrants subsisting as at 30 June 2025 was 4 years (2024: nil).

 

During the reporting period no warrants were converted (2024: nil).

 

The Company and the Lenders have agreed to extend the repayment date to 30 April 2026, in order to provide continued financial flexibility as the Company advances its operations. Fixed interest of 10%, will be accruing post 30 October 2025 over both the principal and accrued interest (Note 25).

 

20.  other BORROWINGS

            

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Other borrowings
At the start of the reporting year	-	-	-	-
Borrowings drawn down	893	-	45	-
Interest accrued	47	-	6	-
Repayments	(49)	-	(49)	-
Loss on foreign exchange rate change	(29)	-	-	-
At 30 June	862	-	2	-

 

Fujax loan facility

The initial sale by the Company's subsidiary, Whale Head Minerals (Pty) Ltd, under the offtake agreement with Fujax South Africa (Pty) Ltd, was announced on 1 April 2025. It transpired that a higher cut-off grade was required in order for Fujax to make the intended sales, and this required further refinement of the WHM processing plant, and production was suspended whilst the necessary changes were made. It is therefore not appropriate for WHM to record the funds received as revenue or a prepayment as at the reporting date, and they have  been treated as a loan as at 30 June 2025. At such time as the final terms of the offtake have been finally determined in accordance with INCOTERMS, the accounting treatment of the funds advanced will be reviewed.

 

The loan carries an interest of 4.25-9.96 percent per annum depending on the timing of each tranche being outstanding. The principal outstanding at 30 June 2025 was £859k (2024: £nil) and includes accrued interest of £41k (2024: £nil), which has been included in the line "Financial income/expense" in the Consolidated statement of comprehensive income.

 

 

Tracarta Loan

On 14 October 2024, the Company entered into a debt facility agreement ("the Facility Agreement") with one of its two largest shareholders, Tracarta Limited, pursuant to which they agreed to provide the Company with unsecured term loan facilities of £45k. This loan was repaid on its maturity, together with all interest that have accrued, on 14 April 2025.

 

 

 

21.  Share Capital and Share Premium

	No. Ordinary shares of 0.1p each	Deferred shares of 0.9p each	Share Capital £'000	Share Premium £'000
Total as at 1 July 2023	936,599,523	286,561,208	3,516	17,556
Share issues	-	-	-	-
Total as at 30 June 2024	936,599,523	286,561,208	3,516	17,556
Share issues (non-cash)	27,110,947	-	27	244
Options exercised	20,000,000	-	20	307
Total as at 30 June 2025	983,710,470	286,561,208	3,563	18,107

 

During the year, £186k (2024: £nil) was raised in cash from the exercise of the share options.

Non-cash transaction: 27,110,947 shares were issued to Tectonic as a part the acquisition of the additional 10% interest in each of the Company's two subsidiaries (Note 14).

 

Reserves

The Group's reserves are made up as follows:

Share capital:                                Represents the nominal value of the issued share capital.

 

Share premium account:            Represents amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue of shares.

 

Capital redemption reserve:      Reserve created on the redemption of the Company's shares

 

Share option reserve:                 Reserve created for the equity settled share option scheme (see note 22).

 

Equity component of the

convertible loan reserve:           Reserve created for the equity element of the convertible loans

 

Currency translation reserve:    Reserve arising from the translation of foreign subsidiaries at consolidation. The total movement in the foreign currency translation reserve was presented in both the Statement of Changes in Equity and in Other Comprehensive Income in the current year. During the prior year, this movement was presented in the Statement of Changes in Equity.

 

Retained earnings:                       Represents accumulated comprehensive income for the year and prior periods.

 

22.  Share-based payments

Equity-settled share option scheme

The Company operates share-based payment arrangements to incentivise directors by the grant of share options.

 

Equity-settled share-based payments within the scope of IFRS 2 are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. The total share-based payment expense recognised in the Statement of comprehensive income for the year ended 30 June 2025 in respect of the share options granted was £nil (2024: £nil). No new share-based payments were granted in the reporting year (2024: nil).

 

	Share options
Exercise Price (p)	Grant Date	Expiry Date	1 July 2024	Issued	Exercised	Lapsed	30 June 2025
£0.0175	20/12/2018	20/12/2024	3,400,000	-	-	(3,400,000)	-
£0.0100	04/06/2020	03/06/2025	5,000,000	-	(5,000,000)	-	-
£0.0100	04/06/2020	03/06/2025	5,000,000	-	(5,000,000)	-	-
£0.0100	04/06/2020	03/06/2025	5,000,000	-	-	(5,000,000)	-
£0.0100	04/06/2020	03/06/2025	10,000,000	-	(10,000,000)	-	-
£0.0100	08/07/2022	08/07/2027	3,000,000	-	-	-	3,000,000
£0.0100	18/07/2022	18/07/2027	4,000,000	-	-	-	4,000,000
£0.0100	03/11/2022	06/05/2027	15,000,000	-	-	-	15,000,000
£0.0100	03/11/2022	06/05/2027	1,500,000	-	-	-	1,500,000
£0.0100	11/05/2023	11/05/2028	3,000,000	-	-	-	3,000,000
£0.0100	11/05/2023	11/05/2028	1,000,000	-	-	-	1,000,000
Total			55,900,000	-	(20,000,000)	(8,400,000)	27,500,000

As at 30 June 2025, the weighted average contractual life of the share options in issue was 2 years (2024: 2 years).

 

 

23.  Financial Instruments

The Group's financial instruments comprise borrowings, cash and various items, such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations.

 

FINANCIAL ASSETS BY CATEGORY

Financial assets included in the Statement of financial position and the headings in which they are included are as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Financial assets at amortised cost:
Cash and cash equivalents (Note 17)	155	61	54	51
Loans and receivables (Note 16)	3,850	6,269	3,789	6,194
Loans to subsidiaries	-	-	2,638	2,446
	4,005	6,330	6,481	8,691

 

 

FINANCIAL LIABILITIES BY CATEGORY

Financial liabilities included in the Statement of financial position and the headings in which they are included are as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Financial liabilities at amortised cost:
Trade and other payables (Note 18)	370	181	332	143
Convertible loan notes - liability component (Note 19)	553	50	553	50
Other borrowings (Note 20)	862	-	2	-
Total financial liabilities caried at amortised cost	1,785	231	887	193

 

The following tables details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest repayment date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from the interest rate curves at the balance sheet date. The contractual maturity is based on the earliest date on which the Group may be required to pay. Repayment of the Fujax loan has been reflected prudently as being immediately repayable, however it is expected that commercial terms will be agreed with Fujax in due course as WHM's operations ramp up during 2026.

 

 

Group	Less than 1 month	1-3 months	3 months to 1 year	1-5 years	Over 5 years	Total
	£'000	£'000	£'000	£'000	£'000	£'000
30 June 2024 Non-interest bearing:
Trade and other payables	-	181	-	-	-	181
Interest-bearing:
Short term borrowings	-	-	50	-	-	50
30 June 2025
Non-interest bearing:
Trade and other payables (Note 18)	-	370	-	-	-	370
Interest-bearing:
Liability component of convertible loan (Note 19)	67	486	-	-	-	553
Other short-term borrowings (Note 20)	862	-	-	-	-	862

 

Company	Less than 1 month	1-3 months	3 months to 1 year	1-5 years	Over 5 years	Total
	£'000	£'000	£'000	£'000	£'000	£'000
30 June 2024 Non-interest bearing:
Trade and other payables	-	143	-	-	-	143
Short term borrowings	-	-	50	-	-	50
30 June 2025
Non-interest bearing:
Trade and other payables (Note 18)	-	331	-	-	-	331
Interest-bearing:
Liability component of convertible loan (Note 19)	67	486	-	-	-	553
Other short-term borrowings (Note 20)	2	-	-	-	-	2

 

24.  Risk Management Objectives and Policies

The Group is exposed to a variety of financial risks which result from both its operating and investing activities. The Group's risk management is coordinated by the Board of Directors and focuses on actively securing the Group's short to medium term cash flows by minimising the exposure to financial markets.

 

The main risks the Group are exposed to through its financial instruments and the operations of the Group are credit risk, foreign currency risk, liquidity risk and market price risk. These risks are managed by the Group's finance function together with the Board of Directors.

 

Capital risk management

The Group's objectives when managing capital are:

·      to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

·      to support the Group's growth; and

·      to provide capital for the purpose of strengthening the Group's risk management capability.

 

The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.

 

Credit risk

The Company's principal financial assets are bank balances and cash and other receivables, which represent the Company's maximum exposure to credit risk in relation to financial assets. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

 

As at 30 June 2025, the Group's maximum exposure to credit risk was £157k (2024: £61k comprising cash and cash equivalents.

 

Liquidity risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through maintaining a positive cash balance and controlling expenses and commitments. The Directors are confident that adequate resources exist to finance current operations.

 

Foreign Currency risk

The Group undertakes transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. At the year end the value of assets denominated in these currencies was such that the resulting exposure to exchange rate fluctuations was not material to the Group's operations. The receivable due from the sale of Aftan is denominated in US dollars and therefore presents a foreign currency exchange risk for the Group.

 

Exchange rate exposures are managed within approved policy parameters. The Group has not entered into forward exchange contracts to mitigate the exposure to foreign currency risk.

 

The table below details the split of the cash held as at 30 June 2025 between the various currencies. The impact due to movements in the exchange rates is considered to be immaterial.

 

Currency			2025, £	2024, £
South African Rand			103,367	9,489
Great British Pounds			49,361	50,637
US Dollars			362	413
Petty cash			1,315	-
Total in GBP			154,405	60,539

 

Other financial assets

The Aftan receivable is USD-denominated. The carrying amount, net of ECL provision, as at the reporting date was £3,697k (USD5,078k) (2024: £6,107k (USD7,725k)) and was translated into GBP at the closing exchange rate of 1 GBP = 1.3731 USD (2024: 1 GBP = USD 1.265). This receivable exposes the Group to fluctuations in foreign exchange rates.

 

A hypothetical 10% strengthening of the USD against GBP as at the reporting date would result in an increase in the carrying value of the receivable by approximately £411k. Conversely, a 10% weakening of the USD against GBP would result in a decrease in the carrying value of the receivable by approximately £336k. This sensitivity analysis illustrates the potential impact of exchange rate fluctuations on the receivable's value, assuming all other variables remain constant.

 

Market Price risk

Going forwards the Group's exposure to market price risk mainly arises from potential movements in the market price of Tantalite. The Group is managing this price risk by completing a fixed price off-take agreement in respect of the major part of its planned production.

 

 

25.  Events After the Reporting Period

 

August 2025 - Exercise of Share Warrants

Kazera has received notice from warrant holders to exercise an aggregate of 9,575,000 warrants over ordinary shares of 0.1p each in the Company ("Ordinary Shares") at an exercise price of 1p per Ordinary Share ("Warrants"). This includes 4,000,000 warrants held by Tracarta Limited (a company of which John Wardle, Chairman of Kazera, is the ultimate beneficial owner). Following the Warrant Exercise and subject to Admission, Tracarta Limited will hold 75,400,000 warrants and have an interest in 86,681,095 Ordinary Shares, representing 8.73% of the enlarged issued share capital of the Company.

 

October 2025 - Loan Extensions

The Company has agreed with its lenders, Richard Jennings and Tracarta Limited (together, the "Lenders"), to extend the term of the unsecured loan facilities originally entered into in August 2024 (the "Facility Agreements"), as detailed in an RNS dated 9 August 2024. Under the original Facility Agreements, the loans were due for repayment on or before 30 October 2025. The Company and the Lenders have agreed to extend the repayment date to 30 April 2026, in order to provide continued financial flexibility as the Company advances its operations. Fixed interest of 10%, accruing over both the principal and accrued interest. A 10% reprofiling fee will be settled in cash or, at the Company's discretion, through the issue of new ordinary shares. If settled in shares, the issue price will be the lower of the price of any shares issued in the next capital raise after this agreement or the five-day volume weighted average price (VWAP) at the date of signing. Any such shares will be issued either on the date of that capital raise or, if no raise occurs, within 30 days of this agreement.

 

November 2025 - Fundraise

Kazera has secured commitments to subscribe for 87,666,666 new ordinary shares of 0.1 pence each (the "Ordinary Shares" and such 87,666,666 Ordinary Shares being the "Subscription Shares") at 1.5 pence per Subscription Share (the "Subscription Price"). The Subscription has raised gross proceeds of £1,315,000 (net proceeds of £1,300,000) and will drive the next growth phase at Kazera's HMS and diamond operations, increasing capacity, enhancing efficiency, and lifting profitability. The Subscription Price represents a premium of 7.14 per cent. to the closing price per Ordinary Share on 7 November 2025. Each new share carries a three-for-two warrants over further Ordinary Shares exercisable at 2.5 pence for 12 months.

 

December 2025 - Retail Offer

On 4 December 2025, the Company announced that it had raised a further £262,407 from a retail offer to shareholders ("Retail Offer"). Under the terms of the Retail Offer, the Company issued 17,493,818 new Ordinary shares, and subject to shareholder approval, would issue each subscriber with share warrants on a three-for-two basis.

 

26.  Related Party Transactions

The remuneration of the Directors, who are the key management personnel of the Company, is set out in the report of the Board on remuneration accompanying these financial statements.

                                                                                        

On 9 August 2024, the Company entered into a debt facility agreement with each of its two largest shareholders, Richard Jennings and Tracarta Limited, pursuant to which they agreed to provide the Company with unsecured term loan facilities of £150k and £350k respectively. More details on these loans are provided in the note 19.

 

On 15 October 2024, the Company announced that it had entered into a short-term loan agreement with one of its largest shareholders, Tracarta Limited, pursuant to which Tracarta provided the Company with an unsecured term loan of £45k plus an arrangement fee of 8%. This loan was repaid April 2025; the arrangement fee was repaid following the year-end, in August 2025. John Wardle, the ultimate beneficiary owner of Tracarta Limited and non-executive Chairman of the Company, and Catalyse Capital Ltd & Related Parties RS & CA Jennings, which is a significant shareholder in the Company.

 

 

 

27.  Notes supporting statement of cashflows

 

Reconciliation of net cash flow to movement in net debt

Group	2025 £000	2024 £000
Cash and cash equivalents	155	61
Liability component of convertible loan	(553)	(50)
Other short-term borrowings	(862)	-
Net debt	(1,260)	11
Net increase in cash and cash equivalents in the period	95	(700)
Cash flows from decrease / (increase) in borrowings	(1,294)	(50)
Other non-cash changes	(72)	-
Change in net debt resulting from cashflows	(1,271)	(750)
Net debt at the start of the year	11	761
Net debt at the end of the year	(1,260)	11

 

 

28.  Ultimate Controlling Party

The Directors do not consider there to be one single ultimate controlling party.