CAPITAL METALS PLC

National Storage Mechanism | Additional information RNS Number : 6200V Capital Metals PLC 18 August 2025 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN. 18 August 2025 Capital Metals PLC ("Capital Metals" or the "Company") Final Results for the Year Ended 31 March 2025 Capital Metals (AIM: CMET), a mineral sands company approaching mine development stage at the high-grade Taprobane Minerals Project in Sri Lanka (the "Project"), announces its financial results for the financial year ended 31 March 2025 (the "Year"). The Company's Annual Report and Accounts, along with the Notice of Annual General Meeting, will be posted to shareholders in due course. The Annual Report and Accounts will also be available shortly on the Company's website at www.capitalmetals.com/documents/ . Key Points: During the Year: �� Successfully reduced Stage 1 Project capex by one-third to US$20.9 million, with further optimisation opportunities identified o Fast-tracks production and enables Project to become self-funding quickly o Targeting Final Investment Decision ("FID") before the end of this calendar year in order to commence construction, with an expected 9-12-month construction period until first production �� Advanced work with Mineral Technologies and Access Group on plant engineering/design �� Sheffield Resources Limited (ASX: SFX) ("Sheffield") Executive Chair, Bruce Grifin, joined the Board as a Non-Executive Director following Sheffield's strategic investment in the Company �� Stuart Forrester, an experienced engineering professional with an extensive background in mining, processing and project management including throughout the lifecycle of heavy mineral sands projects, joined as Chief Operating Officer (non-Board position) �� Commenced drilling in the Initial Mining Area with a goal to significantly increase the existing 17.2Mt high grade Mineral Resource and support mine planning �� Deepened CSR programme led by dedicated personnel aimed at increasing local understanding of the Project and undertaking support initiatives Post Year End: �� Completed Phase 1 drilling and received first and second batches of results demonstrating exceptional Heavy Mineral grades, positioning the Project for a material Mineral Resource upgrade �� Raised over US$3.6 million including US$2 million from a significant Sri Lankan partner, Ambeon Capital PLC ("Ambeon"), and follow-on investment from Sheffield o Ambeon has an option to invest up to a further US$2 million, of which, to date, US$825k has been subscribed for (included in US$3.6 million figure above) and the Board believes agreements for the remaining balance will be reached imminently o Funding events see the Company comfortably funded through to FID and beyond �� Signed a non-binding MoU with Ambeon for an agreed path to fund the project at FID - including the provision of US$20m in equity/debt at Project level �� Prominent Sri Lankan directors joined the Board o Cricket legend and business magnate, Aravinda De Silva, and leading Investment Specialist and Ambeon Director, Savanth Sebastian Greg Martyr, Executive Chairman of Capital Metals, commented: "With an in-situ grade that is already one of the highest globally, massive upside potential with the ongoing drilling programme, and the outline of a pathway to fund the Project to profitability, we are feeling positive about the outlook for Sri Lanka's most advanced mineral sands project. The Project's exceptional grades, low environmental impact, and scalable development profile provide it with compelling advantages. We believe that these strengths, coupled with a collaborative approach to local engagement, will enable us to generate sustainable value for shareholders, partners, and the communities in which we operate." For further information, please visit www.capitalmetals.com or contact: Capital Metals plc Greg Martyr (Executive Chairman) Via Vigo Consulting Vigo Consulting (Investor Relations) Ben Simons / Peter Jacob +44 (0)20 7390 0234 [email protected] Strand Hanson Limited (Nominated Adviser) Ritchie Balmer / Christopher Raggett / David Asquith +44 (0) 20 7409 3494 Hannam & Partners (Broker & Financial Adviser) Andrew Chubb / Leif Powis +44 (0)20 7907 8500 About Capital Metals Capital Metals is a UK company listed on the London Stock Exchange (AIM: CMET). We are developing the Taprobane Minerals Project in Sri Lanka, approximately 220km east of Colombo, containing industrial minerals including ilmenite, rutile, zircon, and garnet. The Project is one of the highest-grade mineral sands projects globally, with potential for further grade and resource expansion. In 2022, a third-party Preliminary Economic Assessment provided a Project NPV of US$155-235m based on existing resources, with further identified optimisation potential. We are committed to applying modern mining practices and bringing significant positive benefits to Sri Lanka and the local community. We expect over 300 direct new jobs to be created and over US$150m in direct government royalties and taxes to be paid. Visit our website: www.capitalmetals.com Follow us on social media: X: @MetalsCapital LinkedIn: @Capital Metals plc CHAIRMAN'S REPORT Welcome to the Annual Report for Capital Metals plc ("the Company" and together with its subsidiaries, "the Group") for the financial year ended 31 March 2025 ("the Year"). We made significant progress during the Year in advancing the Taprobane Minerals Project ("the Project") towards a Final Investment Decision ("FID"). We materially reduced Stage 1 Project capex, worked with key suppliers to advance engineering and plant design, strengthened our leadership and in-country team, and commenced a drilling programme which is now positioning the Company to materially enlarge its Mineral Resource. Working with our colleagues in Sri Lanka, we have continued to build strong local and national relationships that will enable us to deliver sustainable value to all stakeholders from the development of one of the world's highest grade mineral sands deposits. Shortly after Year-end, the Company cemented an investment by Ambeon Capital PLC ("Ambeon"), part of one of Sri Lanka's most successful organisations, that funds the Company through to FID. At the same time, Capital Metals and Ambeon signed an MoU for an agreed path to fund the Project at FID through to cash flow positive, and discussions continue in this regard on finalising the various funding avenues. Project Advancement During the Year, the Company began establishing a development plan which significantly reduced the previous ~US$34 million funding requirement to get the Project to positive cash flow based on the May 2022 Preliminary Economic Assessment ("PEA"). Our new plan gets the Project into cash flow as fast as practicable. Leveraging updated knowledge and implementing numerous process improvements since the PEA, the outcome of this work was a reduction of Stage 1 capex to US$20.9 million, with further optimisation opportunities identified for potential cost reductions. The process rationalisation studies included: eliminating the need to wash the concentrate (following numerous discussions with potential offtakers) and reducing associated infrastructure at the port; transitioning to truck and shovel mining to avoid costly in-pit mining units; and utilising an off-the-shelf predesigned wet concentrator plant from Mineral Technologies. As a result, the initial production rate of Heavy Mineral Concentrate in Stage 1, based on the same projected throughput rate in the PEA of 550,000 tonnes per annum ("tpa"), is forecast to be 125,000 tpa, with upside based on expected higher grades in the chosen Initial Mining Area. This strategy also supports incremental expansions of production capacity and product quality through various plant value additions over time. Subsequent phases incorporate incremental mining rates of up to 1.65 million tpa, and potentially beyond, subject to expected increases in the Mineral Resource; a magnetic separation plant to produce final ilmenite and garnet products and zircon and rutile in concentrate; and a non-magnetic separation plant in the final stage to produce final zircon and rutile products in addition to the ilmenite and garnet. Drilling Programme Capital Metals secured all the necessary consents to initiate a drilling programme during the Year. We were pleased to formalise the Geological Survey and Mines Bureau's own participation in this programme through the provision of technical services. Their involvement reinforces our shared commitment to a transparent, best-practice approach to mineral development in Sri Lanka. The programme, which began towards the end of the Year, focused first on the Initial Mining Area ("IMA") of the existing 17.2Mt high grade Mineral Resource. The purpose of the drilling is to increase the Mineral Resource, as well as to help with mine planning for the IMA. Previous hand auger drilling used to define the Mineral Resource only went to an average depth of 1.6 metres, whereas the aircore rig involved in this programme is drilling to depths of up to 15 metres before intersecting basement lithologies. In addition to targeting extensions to the Mineral Resource, the drill programme will assist the Company in outlining the perimeters of the IMA, determining optimal locations for mining cells and the location of the Wet Concentrator Plant site. Planned infill drilling will provide greater definition of host material characteristics and mineral grade and assemblage which will increase the certainty of the mine plan and product schedule through different geological domains. By June 2025, after the Year-end, we had completed Phase 1 of the drilling programme and were already seeing indications of exceptional high-grade resource extensions laterally and at depth. This was later confirmed with the first and second batches of laboratory assays described below. Leadership In April 2024, we announced the appointment of Bruce Griffin as a Non-Executive Director. Bruce is Executive Chair of Sheffield Resources Limited (ASX: SFX) ("Sheffield"), approximately a 10% shareholder in Capital Metals since March 2024. He is well respected throughout the global mineral sands industry and recently played a key role in bringing Thunderbird in Western Australia, one of the largest and highest-grade mineral sands discoveries in the last 30 years, into production. This, coupled with his decades of experience within mineral sands and the wider resources industries, is already proving valuable to Capital Metals as we advance towards FID. In July 2024, Stuart Forrester, an experienced engineering professional with an extensive background in mining, processing and project management, was appointed as Chief Operating Officer (non-Board position). Stuart's experience at every stage of the life cycle of mineral sands mines with the likes of Illuka Resources and Chemours is proving hugely valuable. Stuart is well connected with the relevant service and equipment providers that we will be working with to develop our staged approach to the Project. He is a passionate team builder, and this is reflected in the tremendous culture Stuart is fostering within our team in Sri Lanka. He has spent considerable time with us in Sri Lanka already, building out the local team and supporting community engagement. Corporate Social Responsibility Our Corporate Social Responsibility (CSR) initiatives reflect our commitment to empowering local communities and fostering sustainable development. Under Stuart's leadership, we expanded CSR initiatives during the Year. This included an internship programme, providing local university students with hands-on experience in the mining sector, offering mentorship and exposure to the professional world. Several students gained valuable insights during their time with us, reinforcing our dedication to supporting the next generation of Sri Lankan mining engineers. We were also honoured to be the main sponsor of a local Interschool Sports Meet - the first in over 20 years - where we helped revive a cherished community tradition. We also proudly opened a fisherman's hut at the Thandiyadu Lagoon, serving as a vital resting space for over 300 fishing and farming families in the surrounding villages. Our environmental and community-based efforts go hand in hand with our core operations. We launched a plant nursery project aimed at rejuvenating coastal ecosystems, stabilising sand dunes, and promoting biodiversity. Multiple nurseries are planned near our Project sites to ensure long-term ecological benefits. These initiatives demonstrate our ongoing commitment to creating meaningful, lasting impacts. Appointments of Advisers In March 2025, we were pleased to announce the appointment of Hannam & Partners as Broker and Financial Adviser. Hannam & Partners is an independent specialist natural resource sector investment bank which has completed over ��45 billion worth of transactions since 2013 including within the heavy mineral sands sector where it has a deep network of industry connections. Hannam & Partners' primary mandate is to assist with the overall financing package for the Project. Hannam & Partners is additionally providing broking services and has initiated equity research coverage of the Company, which investors can access via our website. We have also appointed Strand Hanson as Nominated Adviser. Both Strand Hanson and Hannam & Partners have recently visited the Project in Sri Lanka and have been impressed with our growing in-country team and presence in country. We believe they are well placed to support Capital Metals as we look towards FID and beyond. Post Year End Strategic & Other Investments Post Year End, in May 2025, we announced a landmark strategic investment of US$2 million into the Company by way of a share subscription by Ambeon, together with an option to invest up to a further US$2 million (the "Ambeon Option"). Ambeon is a Colombo Stock Exchange listed diversified conglomerate and part of one of Sri Lanka's most successful organisations. Ambeon had been looking to enter Sri Lanka's mineral sands sector via Capital Metals' Project and now owns 13.9% of Capital Metals. Ambeon and Capital Metals have also signed a non-binding Memorandum of Understanding for an agreed path to fund the Project at FID to commence construction, through arranging the provision of US$20m in equity/debt at Project level. The funding is anticipated to be sufficient to complete Stage 1 development at which point the Project is expected to become self-funding. We look forward to concluding a definitive agreement and to working with Ambeon and its associates to deliver this exceptionally high-grade Project. Alongside the Ambeon investment, we were delighted that our major shareholder, Sheffield, exercised its right to maintain its 10% shareholding in the Company with a further investment of $267,000. Other existing shareholders invested a further ��400,000 via an oversubscribed retail offer. In total, Capital Metals raised over US$2.8 million in June 2025 with a further US$825,000 in August 2025 pursuant to the Ambeon Option. Based on ongoing discussions, the Board believes that agreements for the remaining balance to be subscribed for under the Ambeon Option are going to be reached imminently. These funding events are expected to see the Company comfortably funded through to FID and beyond. Drilling results In July 2025, we received the first and second batches of drill assay results from the Phase 1 drilling programme. The results were returned from the Company's laboratory partner, Scientific Services Geological Laboratories, based in Cape Town, South Africa. The results show consistent exceptional Heavy Mineral grades with very low slimes content from routine and QA samples assayed by Heavy Liquid Separation. High grade mineralisation has been confirmed down to 15 metres, which is significant considering the current Mineral Resource is only to an average depth of 1.6m and the current cut-off grade is 5% (which we expect to optimise). The results to date, together with what we expect from the remainder of the drilling programme, should unearth a game-changing Mineral Resource upgrade for the Company. Board Appointments It was my honour earlier this month to welcome two respected Sri Lankan business leaders to the Board of Capital Metals as we work together to develop the first major modern mineral sands operation in Sri Lanka and one of the highest-grade mineral sands projects globally. Aravinda De Silva is an ICC Cricket Hall of Fame inductee and national hero who played a crucial part in Sri Lanka's 1996 World Cup-winning team. He is making a significant positive impact in Sri Lanka as a businessman and investor, and he is already playing a key role in the development of the Taprobane Minerals Project. Savanth Sebastian is a leading business figure in Sri Lanka with considerable knowledge and expertise. He currently serves as a Director of Ambeon, helping to shape its financial and investment strategies. He was a Director at Nations Trust Bank PLC of Sri Lanka and serves on the board of Sri Lanka's largest IT company. Aravinda and Savanth played key roles in cementing Ambeon's strategic investment in Capital Metals and outlining the path to fund the Project at FID to commence construction. We are working hard with Aravinda and Savanth and the Ambeon team on many fronts to develop a Project that will create sustainable value for Sri Lanka in the form of jobs, skills, revenue, education, and training. Outlook As we enter the second half of the calendar year, we do so with conviction in Capital Metals' ability to deliver on near-term objectives, namely, expanding our existing resource base and advancing towards FID. At the same time, we are actively further refining our Stage 1 capex, identifying meaningful efficiencies. The next five months are set to be busy encompassing drilling and resource analysis while aiming to conclude a Project funding agreement, enabling us to reach FID to take the Project into construction. With an in-situ grade that is already one of the highest globally, massive upside potential with the ongoing drilling programme, and the outline of a pathway to fund the Project to profitability, we are feeling positive about the outlook for Sri Lanka's most advanced mineral sands project. The Project's exceptional grades, low environmental impact, and scalable development profile provide it with compelling advantages. We believe that these strengths, coupled with a collaborative approach to local engagement, will enable us to generate sustainable value for shareholders, partners, and the communities in which we operate. On behalf of the Board, I would like to thank our employees, partners, local stakeholders, the GSMB, and our shareholders for their continued support in bringing this opportunity to fruition. Gregory Martyr Executive Chairman 17 August 2025 CONSOLIDATED & COMPANY STATEMENTS OF FINANCIAL POSITION For the year ended 31 March 2025 Company number: 05555087 Group Company Note For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Non-Current Assets Property, plant and equipment 6 23,026 21,589 - - Investment in subsidiaries 8 - - 34,502,223 33,658,512 Loans to subsidiaries 9 - - 3,936,340 2,796,677 Other loans 10 144,860 142,145 - - Exploration & evaluation assets 7 6,055,291 5,332,471 - - 6,223,177 5,496,205 38,438,563 36,455,189 Current Assets Trade and other receivables 11 80,731 44,637 713,389 459,181 Cash and cash equivalents 12 1,351,494 3,087,329 1,047,477 3,045,465 1,432,225 3,131,966 1,760,866 3,504,646 Total Assets 7,655,402 8,628,171 40,199,429 39,959,836 Non-Current Liabilities Trade and other payables 13 600,000 600,000 - - 600,000 600,000 - - Current Liabilities Trade and other payables 13 883,958 847,637 173,206 126,423 883,958 847,637 173,206 126,423 Total Liabilities 1,483,958 1,447,637 173,206 126,423 Net Assets 6,171,444 7,180,534 40,026,223 39,833,412 Equity attributable to owners of the Parent Share capital 15 6,455,344 6,455,344 6,455,344 6,455,344 Share premium 15 54,936,218 54,923,341 54,936,218 54,923,341 Other reserves 17 (38,907,313) (39,071,519) 33,286,975 32,320,298 Retained losses (16,192,907) (15,052,742) (54,652,314) (53,865,571) Non-controlling interest (119,898) (73,890) - - Total Equity 6,171,444 7,180,534 40,026,223 39,833,412 The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 31 March 2025 was $786,743 (year ended 31 March 2024: $594,166). The Financial Statements were approved and authorised for issue by the Board of Directors on 17 August 2025 and were signed on its behalf by: Greg Martyr Executive Chairman CONSOLIDATED INCOME STATEMENT For the year ended 31 March 2025 Continued operations Note For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Administrative expenses 23 (1,166,430) (899,473) Share based payment charge 16 (4,611) (31,442) Other losses (49) (2,142) Operating loss (1,171,090) (933,057) Finance income 30,158 1,480 Loss before income tax (1,140,932) (931,577) Income tax 21 - - Loss for the year attributable to owners of the Parent (1,140,932) (931,577) Basic (Loss) Per Share attributable to owners of the Parent during the period (expressed in cent per share) 22 (0.16) (0.15) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 March 2025 For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Loss for the year (1,140,932) (931,577) Other Comprehensive Income: Items that may be subsequently reclassified to profit or loss Foreign exchange on translation 126,400 443,897 Retirement benefit obligation 767 (383) Total other comprehensive income for the year, net of tax 127,167 443,514 Total comprehensive loss attributable to: Owners of the Company (1,013,765) (488,063) Non-controlling interests - - Total comprehensive loss (1,013,765) (488,063) CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2025 Note Share capital $ Share premium $ Other reserves $ Retained losses $ Total $ Non-controlling interest $ Total $ Balance as at 1 April 2023 6,062,403 48,946,676 (35,917,609) (15,570,928) 3,520,542 (103,430) 3,417,112 Loss for the year - - - (931,577) (931,577) - (931,577) Other comprehensive income for the year Items that may be subsequently reclassified to profit or loss Currency translation difference - - 443,897 - 443,897 - 443,897 Retirement benefit obligation - - - (383) (383) - (383) Total comprehensive income for the year - - 443,897 (931,960) (488,063) - (488,063) Share issue 392,941 3,951,575 - - 4,344,516 - 4,344,516 Cost of share issue - (124,600) - - (124,600) - (124,600) Issue of options/warrants - - 31,442 - 31,442 - 31,442 Foreign exchange on options/warrants - - 126 - 126 - 126 Cancelled options - - (1,103,946) 1,103,946 - - - Expired warrants - 2,149,690 (2,495,891) 346,201 - - - Foreign exchange movements on NCI - - (29,538) - (29,538) 29,538 - Total transactions with owners, recognised directly in equity 392,941 5,976,665 (3,597,807) 1,450,147 4,221,946 29,538 4,251,485 Balance as at 31 March 2024 6,455,344 54,923,341 (39,071,519) (15,052,742) 7,254,424 (73,890) 7,180,534 Balance as at 1 April 2024 6,455,344 54,923,341 (39,071,519) (15,052,742) 7,254,424 (73,890) 7,180,534 Loss for the year - - - (1,140,932) (1,140,932) - (1,140,932) Other comprehensive income for the year Items that may be subsequently reclassified to profit or loss Currency translation difference - - 126,400 - 126,400 - 126,400 Retirement benefit obligation - - - 767 767 - 767 Total comprehensive income for the year - - 126,400 (1,140,165) (1,013,765) - (1,013,765) Issue of options - - 4,611 - 4,611 - 4,611 Foreign exchange on options - - 64 - 64 - 64 Expired warrants - 12,877 (12,877) - - - - Foreign exchange movements on NCI - - 46,008 - 46,008 (46,008) - Total transactions with owners, recognised directly in equity - 12,877 37,806 - 50,683 (46,008) 4,675 Balance as at 31 March 2025 6,455,344 54,936,218 (38,907,313) (16,192,907) 6,291,342 (119,898) 6,171,444 COMPANY STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2025 Note Share capital $ Share premium $ Other reserves $ Retained Losses $ Total $ Balance as at 1 April 2023 6,062,403 48,946,676 35,155,483 (54,721,552) 35,443,010 Loss for the year - - - (594,166) (594,166) Other comprehensive income for the year Items that may be subsequently reclassified to profit or loss Currency translation difference - - 733,084 - 733,084 Total comprehensive income for the year - - 733,084 (594,166) 138,918 Share issue 392,941 3,951,575 - - 4,344,516 Cost of share issue - (124,600) - - (124,600) Issue of options/warrants - - 31,442 - 31,442 Foreign exchange on options/warrants - - 126 - 126 Cancelled options - - (1,103,946) 1,103,946 - Expired warrants - 2,149,690 (2,495,891) 346,201 - Total transactions with owners, recognised directly in equity 392,941 5,976,665 (3,568,269) 1,450,147 4,251,484 Balance as at 31 March 2024 6,455,344 54,923,341 32,320,298 (53,865,571) 39,833,412 Balance as at 1 April 2024 6,455,344 54,923,341 32,320,298 (53,865,571) 39,833,412 Loss for the year - - - (786,743) (786,743) Other comprehensive income for the year Items that may be subsequently reclassified to profit or loss Currency translation difference - - 974,879 - 974,879 Total comprehensive income for the year - - 974,879 (786,743) 188,136 Issue of options - - 4,611 - 4,611 Foreign exchange on options - - 64 - 64 Expired warrants - 12,877 (12,877) - - Total transactions with owners, recognised directly in equity - 12,877 (8,202) - 4,675 Balance as at 31 March 2025 6,455,344 54,936,218 33,286,975 (54,652,314) 40,026,223 STATEMENTS OF CASH FLOWS For the year ended 31 March 2025 Group Company Note Year ended 31 March 2025 $ Year ended 31 March 2024 $ Year ended 31 March 2025 $ Year ended 31 March 2024 $ Cash flows from operating activities Loss before income tax (1,140,932) (931,577) (786,743) (594,166) Adjustments for: Depreciation 6 6,546 4,021 - - Share based payments 15/16 4,611 70,970 4,611 70,970 Foreign exchange (27,562) (16,153) (7,398) (26,389) Interest received (30,158) (1,355) 28,436 - Changes in working capital: (Increase) in trade and other receivables (35,400) (9,106) (254,208) (219,793) Increase/(decrease) in trade and other payables 36,323 5,749 46,783 (103,142) Net cash used in operating activities (1,186,572) (877,451) (968,519) (872,520) Cash flows from investing activities Purchase of property plant and equipment 6 (9,119) (1,833) - - Disposal of property, plant and equipment 6 1,477 441 - - Cash expenditure on exploration and evaluation activity 7 (649,168) (436,175) - - Loan to subsidiaries 9 - - (1,077,373) (440,658) Interest received 30,158 1,355 (28,436) - Net cash used in investing activities (626,652) (436,212) (1,105,809) (440,658) Cash flows from financing activities Proceeds from issue of share capital - 4,304,987 - 4,304,987 Transaction costs of share issue - (124,600) - (124,600) Net cash generated from financing activities - 4,180,387 - 4,180,387 Net (Decrease)/increase in cash and cash equivalents (1,813,224) 2,866,724 (2,074,328) 2,867,209 Cash and cash equivalents at beginning of year 3,087,329 216,213 3,045,465 174,707 Exchange loss on cash and cash equivalents 77,389 4,392 76,340 3,549 Cash and cash equivalents at end of year 12 1,351,494 3,087,329 1,047,477 3,045,465 Non-cash investing and financing activities Shares issued in respect of services - share based payment1 15 - 39,528 - 39,528 Share options and warrants issued2,3 16 4,611 31,422 4,611 31,442 1 Comprised of 737,082 shares at 4.25p to satisfy commissions payable. 2 Share options and warrants over a total of 11,800,000 ordinary shares were granted to Directors, management and employees in the period . 3 Share options over a total of 6,000,000 ordinary shares were granted to management in the period . NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 March 2025 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 6 Heddon Street, London, W1B 4BT. 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 2024 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. No material impact expected on the financial statements. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods and which have not been adopted 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 2025. 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 Statement and the Strategic Report. As at 31 March 2025, the Group had cash and cash equivalents of $1.35m (2024: $3.0m). Post year end, the Company has so far raised circa $2.8m through the investment by Ambeon Capital, a further investment by Sheffield Resources and a successful Retail Offer. A further $0.825m was raised in August through the further allotment of shares. The Directors have prepared cash flow forecasts to 31 March 2027, which take account of the cost and operational structure of the Group and Company, planned exploration and evaluation expenditure, licence commitments and working capital requirements. These forecasts, supported by cash available to the Company, indicate that the Group and Company, will have sufficient funds in order to meet their operational objectives, and meet their expected liabilities as they fall due, for at least the next 12 months. Thus, the Directors continue to adopt the going concern basis of accounting preparing these financial statements. 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 in order 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, t aking into account 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 of 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 2025, the exposure of the Group to foreign exchange rates is summarised as follows: Group Group Company Company 2025 2024 2025 2024 Cash and cash equivalents $ $ $ $ US Dollar 184,972 19,091 23,123 18,355 Sri Lankan Rupee 142,168 41,128 - - Australian Dollar 30,201 662,072 30,201 662,072 Pound Sterling 994,153 2,365,038 994,153 2,365,038 1,351,494 3,087,329 1,047,477 3,045,465 Other receivables US Dollar - - - - Sri Lankan Rupee - - - - Australian Dollar - - - - Pound Sterling 36,023 24,198 26,223 22,767 36,023 24,198 26,223 22,767 1,387,517 3,111,527 1,073,700 3,068,232 As at 31 March 2025, 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 2025 2024 2025 2024 Impact on comprehensive loss $ $ $ $ +10% GBP/USD 103,018 238,924 102,038 238,780 -10% GBP/USD (103,018) (238,924) (102,038) (238,780) As at 31 March 2025, 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 2025 2024 2025 2024 Impact on comprehensive loss $ $ $ $ +10% LKR/USD 14,217 4,113 - - -10% LKR/USD (14,217) (4,113) - - As at 31 March 2025, 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 2025 2024 2025 2024 Impact on comprehensive loss $ $ $ $ +10% AUD/USD 3,020 66,207 3,020 66,207 -10% AUD/USD (3,020) (66,207) (3,020) (66,207) 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 2025 2024 2025 2024 $ $ $ $ Cash and bank balances 1,351,494 3,087,329 1,047,477 3,045,465 Trade and other receivables 80,731 21,870 713,389 459,181 Loan to subsidiaries - - 3,936,340 2,796,677 1,432,225 3,109,199 5,697,206 6,301,323 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 the Group will be able to continue on a going concern on a long-term basis while ensuring the optimal return to shareholders and other stakeholders through an effective debt and equity balance. 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 $6,171,444 (2024: $7,180,534) 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 2025 of $6,055,291 (31 March 2024 $5,332,471). Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised once extraction of the resource commences. Management tests for impairment annually whether exploration projects have future economic value in accordance with the accounting policy stated in Note 2.7 . Each exploration project is subject to an annual review by either a consultant or 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. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration; an impairment charge will then be recognised in the Income Statement. Given that the Geological Survey and Mines Bureau accepted IML applications over all of the grids in the EL168 area, granted IMLs in the EL168 area and provided exclusivity over the former exploration license area by refraining from accepting applications from other third parties, management are of the judgement that there is a reasonable expectation, based on the ongoing discussions with the Geological Survey and Mines Bureau, that the remaining IMLs will be approved in due course. Given this judgement it was deemed that no impairment test was required to be performed. Should the Group not be successful with the remaining IML applications then the Directors would consider an impairment of the E&E assets. See Note 7 for further considerations at the year end. DEL and EML have now initiated the process to apply for new additional exploration licenses over six grids and is concluding the preliminary requirements and approvals. Carrying value of intercompany loans At 31 March 2025 management reassessed the recovery profile of the Company loans granted to subsidiaries and noted 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. See Note 9 for further information. Share based payment transactions Management measured the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of shares was determined by the share price at the date of grant. The fair value of options and warrants was determined using the Black-Scholes model. Management estimated the number of options that are expected to vest based on the non-market vesting conditions. The valuation of these options and warrants involved making a number of 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 Damsila Exports (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 Redgate Lanka maintains control of Damsila Exports 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 Damsila Exports (Pvt) Limited and Eastern Minerals (Pvt) Limited. The amounts fall due and payable upon completion of certain milestones within the Group, being for each of Damsila Exports (Pvt) Limited and Eastern Minerals (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. 5. Segment information As at 31 March 2025, 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 2025 (2024: $Nil). 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 2024 Sri Lanka UK Total $ $ $ Administrative expenses (130,071) (769,402) (899,473) Share based payment charge - (31,442) (31,442) Other gains/(losses) (121) (2,021) (2,142) Finance income 1,355 125 1,480 Operating loss from continued operations per reportable segment (128,837) (802,740) (931,577) Reportable segment assets 5,540,595 3,087,576 8,628,171 Reportable segment liabilities (1,321,214) (126,423) (1,447,637) Reportable segment net assets/(liabilities) 4,219,381 2,961,153 7,180,534 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 2023 79,306 Exchange Differences 7,323 Additions 1,833 Disposals (457) As at 31 March 2024 88,005 As at 1 April 2024 88,005 Exchange Differences (4,963) Additions 9,119 Disposals (1,477) As at 31 March 2025 90,684 Depreciation As at 1 April 2023 53,715 Charge for the year 4,021 Disposals (441) Exchange differences 9,121 As at 31 March 2024 66,416 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 Net book value as at 31 March 2024 21,589 Net book value as at 31 March 2025 23,026 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 2023 4,451,811 Additions 436,175 Exchange differences 444,485 As at 31 March 2024 5,332,471 Additions 649,168 Exchange differences 73,652 As at 31 March 2025 6,055,291 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, and none were identified. In performing their review, the Directors noted the following: �� the Group has formally applied for the renewal of DEL licence EL430. �� EML has been granted an extension on licence EL199 of up to two years by the GSMB which enables the extension for one year from the date of the first-year retention fee payment, being 10 July 2024, and a further year thereafter on payment of the annual extension fee. �� the EIA process for EL199 is now underway and is expected to be concluded before the end of 2025, at which time EML will make IML applications. �� Commenced drilling in the Initial Mining Area with a goal to significantly increase the existing 17.2Mt high grade Mineral Resource. �� Drilling programme progressing with the cooperation and participation of the GSMB. It is also noted, the total resource of the Taprobane Minerals Project comprises: �� EL199 - comprises 37 1x1km grids which is under retention. �� EL168 - comprises 47 1x1km grids which is currently secured by the existing IML applications at the GSMB. There are seven outstanding IML applications being processed and two partially processed IML applications in coverage of all of the 47 grids. Until the finalisation of these remaining applications, the tenement areas are exclusively locked in and will not be available for use by other parties. �� EL430 - comprises 6 1x1km grids which is 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, the Directors concluded that no impairment charge was required at 31 March 2025. 8. Investments in subsidiaries Company For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ At beginning of period 33,658,512 32,988,373 Additions - - Impairment charge - - Foreign exchange differences 843,711 670,139 Investment at end of period 34,502,223 33,658,512 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 Redgate Lanka (Pvt) Limited Sri Lanka 119784 Brighton Metals Limited 100% Holding/Investment Damsila Exports (Pvt) Limited Sri Lanka PV8591 Keynes Investments Lanka (Pvt) Limited 60.01% Exploration Sri Lanka PV8591 Redgate Lanka (Pvt) Limited 39.99% Exploration Eastern Minerals (Pvt) Limited Sri Lanka PV81273 Redgate Lanka (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 current market capitalisation, the post year end strategic investment of $2m, progress of the drilling programme and a year-end cash balance of approximately $1.35 million, the Company is now both well-funded and in the best position to unlock material shareholder value , therefore no impairment was required at 31 March 2025. 9. Loans to subsidiaries Company For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ At beginning of period 2,796,677 2,278,546 Additions 1,077,373 440,658 Foreign exchange differences 62,290 77,473 Loan at end of period 3,936,340 2,796,677 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 2025. Please refer to Note 7 for further details. At 31 March 2025 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 2025 $ For the year ended 31 March 2024 $ Keynes Investment Lanka (Pvt) Limited 140,212 137,569 KPRS Resources (Pvt) Limited 4,648 4,576 Loans at end of period 144,860 142,145 11. Trade and other receivables Group Company Current For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Trade receivables - - 644,168 417,070 Prepayments 44,708 20,439 42,999 19,344 VAT receivable 26,222 22,767 26,222 22,767 Other receivables 9,801 1,431 - - Total 80,731 44,637 713,389 459,181 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 2025 $ For the year ended 31 March 2024 $ For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Cash at bank and in hand 1,351,494 3,087,329 1,047,477 3,045,465 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. $3,817 (2024: $3,315) is held as a fixed deposit by Damsila Exports Private Limited. 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 2025 $ For the year ended 31 March 2024 $ For the year ended 31 March 2025 $ For the year ended 31 March 2024 $ Current Trade payables 159,901 156,747 53,841 36,346 Accrued expenses 121,738 91,650 119,365 90,077 Social security and other taxation 8,569 5,490 - - Deferred consideration 593,750 593,750 - - Total current liabilities 883,958 847,637 173,206 126,423 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 Damsila Exports (Pvt) Limited and Eastern Minerals (Pvt) Limited. The amounts fall due and payable upon completion of certain milestones within the Group, being for each of Damsila Exports (Pvt) Limited and Eastern Minerals (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 2025 was $1,193,750 (2024: $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 2025 31 March 2024 Amortised cost Total Amortised cost Total Assets per Statement of Financial Performance $ $ $ $ Cash and cash equivalents 1,351,494 1,351,494 3,087,329 3,087,329 1,351,494 1,351,494 3,087,329 3,087,329 31 March 2025 31 March 2024 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 281,642 - 281,642 248,397 - 248,397 Deferred consideration - 593,750 593,750 - 593,750 593,750 281,642 593,750 875,392 248,397 593,750 842,147 Company 31 March 2025 31 March 2024 Amortised cost Total Amortised cost Total Assets per Statement of Financial Performance $ $ $ $ Trade and other receivables (excluding prepayments) 670,390 670,390 439,838 439,838 Loans to subsidiaries 3,936,340 3,936,340 2,796,677 2,796,677 Cash and cash equivalents 1,047,477 1,047,477 3,045,465 3,045,465 5,654,207 5,654,207 6,281,980 6,281,980 31 March 2025 31 March 2024 Amortised cost Total Amortised cost Total Liabilities per Statement of Financial Performance $ $ $ $ Trade and other payables 173,206 173,206 126,423 126,423 173,206 173,206 126,423 126,423 15. Share capital and premium Group and Company Number of shares Share capital No. Nominal value �� $ Ordinary shares 344,806,209 0.0020 689,612 903,344 Deferred shares 356,277,502 0.0099 3,527,147 5,552,000 Total 701,083,711 4,216,759 6,455,344 Issued at 0.02 pence per share Number of Ordinary shares Share capital $ Share premium $ Total $ As at 31 March 2024 344,806,209 903,344 54,923,341 55,826,685 Expiry of warrants (cost of capital) - - 12,877 12,877 As at 31 March 2025 344,806,209 903,344 54,936,218 55,839,562 Deferred Shares (nominal value of 0.0099 pence per share) Number of Deferred shares Share capital $ As at 31 March 2023 356,227,502 5,552,000 As at 31 March 2024 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 2025 31 March 2024 13/01/2021 13/01/2021 12.0p 18.0p 13/01/2026 666,667 666,667 13/01/2021 13/07/2021 12.0p 18.0p 13/01/2026 666,667 666,667 13/01/2021 13/01/2022 12.0p 24.0p 13/01/2026 666,667 666,667 15/09/2021 15/09/2025 12.0p - 15/09/2025 1,000,000 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 - 01/07/2024 Milestone dependant 3.2p 01/07/2034 4,000,000 - 20,800,000 14,800,000 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 * This is the volume weighted average share price. In determining the expected volatility, consideration is usually given to the historical company volatility. However, given prior to 13 January 2021 the Company was operating as an investment vehicle, as opposed to a mineral sands company, as such the future share price volatility pattern of the Company, will be materially different from the historic volatility. It has been deemed appropriate to use the median 5-year monthly volatility of a basket of listed comparable companies with exposure to mineral sands. 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 2025 is shown below: 31 March 2025 31 March 2024 Number Weighted average exercise price (��) Number Weighted average exercise price (��) Outstanding at beginning of period 14,800,000 12.0p 12,250,000 12.0p Expired - - - - Cancelled - - (9,250,000) - Exercised - - - - Granted 6,000,000 3.0p 11,800,000 3.0p Outstanding as at period end 20,800,000 14,800,000 Exercisable at period end 12,866,677 3,933,333 The options outstanding at 31 March 2025 have a weighted average contractual life of 4.7 years (2024: 3.8 years). The options granted on 13 January 2021 vest in three tranches of one-third on 13 January 2021 ("Tranche 1"), one-third on 13 July 2021 ("Tranche 2") and one-third on 13 January 2022 ("Tranche 3"). Tranche 1 and Tranche 2 have a market based vesting condition (i.e. the Company's shares having traded any time following admission of the shares to trading on the AIM market at a 50% premium to the exercise price). Tranche 3 has a market based vesting condition (i.e., the Company's shares having traded any time following admission of the shares to trading on the AIM market at a 100% premium to the exercise price). Of the options granted on 1 August 2023, 6,000,000 vest in 3 tranches of 2,000,000 each with tranche 1 and 2 vesting upon the fulfilment of certain performance conditions and tranche 3 vesting with market based vesting conditions (i.e., when the 30-day volume weighted average share price of the Company exceeds 5 pence). Of the options granted on 1 July 2024, 4,000,000 vest in 2 tranches of 2,000,000 each with tranche 1 vesting when the Project receives all approvals to enable the commencement of construction as approved by any funding arrangements with third parties on or before the 1st anniversary of the Grant Date and tranche 2 vesting when the Project achieves, for 30 consecutive days, the production capacity described in the IHC Report as Stage 1A of the Study Case Process CAPEX to HMC Production (Mining 0.55Mtpa), or any other production milestone agreed between the parties, on or before the 2nd anniversary of the Grant Date per the Option Deed. During the period there was a charge of $4,611 (2024: $30,122) in respect of share options. The full charge is being recognised over the life of the options. Warrants As at 31 March 2025, there were 1,735,294 warrants outstanding by the Company (2024: 2,568,627). Warrants Grant Date Exercise price Expiry Date 31 March 2025 31 March 2024 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 - 833,333 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 1,735,294 2,568,627 The fair value of the warrants was determined using the Black Scholes model. The parameters used are detailed below: 2022 Warrants 2023 Warrants Granted on: 15 February 2022 1 August 2023 Life (years) 3 years 5 years Price at grant 7.75p 1.15p Risk free rate 1.71% 4.02% Volatility 88.90% 37.24% 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. A reconciliation of the movement of warrants over the year to 31 March 2025 is shown below: 31 March 2025 31 March 2024 Number Weighted average exercise price (��) Number Weighted average exercise price (��) Outstanding at beginning of period 2,568,627 11.0p 18,275,904 11.0p Expired (833,333) - (17,442,571) - Cancelled - - - - Exercised - - (2,500,000) - Granted - - 4,235,294 3.0p Outstanding as at period end 1,735,294 2,568,627 Exercisable at period end 1,735,294 2,568,627 The warrants outstanding at 31 March 2025 have a weighted average contractual life of 2.6 years (2024: 2.7 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 2023 1,250,000 1,968,750 35,633,822 (75,441,159) 4,170,967 (3,499,989) (35,917,609) Currency translation differences - - - - - 443,897 443,897 Issue of options/warrants - - - - 31,442 - 31,442 Foreign exchange on options/warrants - - - - 126 - 126 Cancelled options - - - - (1,103,946) - (1,103,946) Expired warrants - - - - (2,495,891) - (2,495,891) Transfer to NCI - - - - - (29,538) (29,538) At 31 March 2024 1,250,000 1,968,750 35,633,822 (75,441,159) 602,698 (3,085,630) (39,071,519) At 1 April 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) Company Merger reserve $ Share warrants and options reserve $ Foreign currency translation reserve $ Total $ At 1 April 2023 35,633,822 4,195,967 (4,674,306) 35,155,483 Currency translation differences - - 733,084 733,084 Issue of options/warrants - 31,442 - 31,442 Foreign exchange on options/warrants - 126 - 126 Cancelled options - (1,103,946) - (1,103,946) Expired options - (2,495,891) - (2,495,891) At 31 March 2024 35,633,822 627,698 (3,941,222) 32,320,298 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 - 4,611 - 4,611 Foreign exchange on options - 64 - 64 Expired warrants - (12,877) - (12,877) At 31 March 2025 35,633,822 619,496 (2,966,343) 33,286,975 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 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 Redgate Lanka 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 2025 $ Year ended 31 March 2024 $ Year ended 31 March 2025 $ Year ended 31 March 2024 $ Salaries and wages 139,267 94,426 - - Social security costs - - - - Other employment costs - - - - 139,267 94,426 - - The average monthly number of employees for the Group during the year was 26 (year ended 31 March 2024: 14). 20. Directors' and Key Management remuneration Salaries & fees Share based payments Year ended 31 March 2025 Year ended 31 March 2024 $ $ $ $ Executive Directors Michael Frayne - - - 4,500 Gregory Martyr 180,645 - 180,645 207,066 Non-executive Directors James Leahy 50,662 - 50,662 38,731 Teh Kwan Wey 30,617 - 30,617 21,365 Bruce Griffin - - - - Key Management Iranga Dunuwille 82,000 - 82,000 78,000 Stuart Forrester 172,773 172,773 516,697 - 516,697 349,662 Michael Frayne resigned on 30 June 2023. As at 31 March 2025, there were no directors receiving defined contribution pension schemes benefits (2024: Nil). Of the above costs, $216,647 (year ended 31 March 2024: $138,266) 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 2025 $ For the year ended 31 March 2024 $ Loss before tax (1,140,932) (931,577) Tax at the applicable rate of 25 % (2024: 25 % ) (285,233) (232,894) Effects of: Expenditure not deductible for tax purposes 11,068 13,579 Deferred tax asset not recognised 274,165 219,315 Tax charge - - No deferred tax assets have been recognised in relation to the historic losses in the year (2024: nil), this is as a result of the uncertainty of future profits within the Group. The Group has tax losses of approximately $13,564,300 (31 March 2024: $12,467,638) available to carry forward against future taxable profits. The Company has tax losses of approximately ��2,765,086 (31 March 2024: ��1,937,846) available to carry forward against future taxable profits. 22. Loss per share Group The calculation of the total basic loss per share of 0.16 cents ( 2024 : 0.15 cents) is based on the total comprehensive loss attributable to equity holders of the parent company of $1,140,932 ( 2024 : $931,577 ) and on the weighted average number of ordinary shares of 701,083,711 ( 2024 : 622,139,698) 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 2025 $ Year ended 31 March 2024 $ Operations 211,744 130,071 Director fees & employment tax contributions 300,050 211,396 Audit 92,490 110,598 Accountancy 110,454 79,329 Exchange related costs 134,488 130,159 Professional & consultancy fees 129,731 132,621 Office expenses 15,199 14,196 Insurance 12,325 2,189 Depreciation 3,773 4,021 Travel & entertainment 104,767 34,005 Acquisition related costs 25,514 18,852 Other expenses 25,895 32,036 Total administrative expenses 1,166,430 899,473 The above Director fees were $516,697 prior to the capitalisation of $216,647 of exploration related costs (year ended 31 March 2024: $138,266) 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 2025 $ Year ended 31 March 2024 $ Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements 92,490 110,598 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 2025 these are as follows: 2025 2024 Group Licence fees $ Minimum spend requirement $ Total $ Licence fees $ Minimum spend requirement $ Total $ Not later than one year 725,700 - - - - - Later than one year and no later than five years - 152,981 152,981 - 602,406 602,406 Total 725,700 152,981 152,981 - 602,406 602,406 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 2025 $ 31 March 2024 $ Brighton Metals Limited 2,366,182 1,461,044 Capital Metals Limited 962,002 915,837 Damsila Exports Private Ltd 607,620 419,796 Eastern Minerals Private Ltd 268 - Redgate Lanka Private Ltd 268 - At 31 March 2025 3,936,340 2,796,677 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 2025 $ 31 March 2024 $ Brighton Metals Limited 36,016 35,136 Capital Metals Limited 36,016 35,136 Damsila Exports Private Ltd 294,784 167,615 Eastern Minerals Private Ltd 236,081 138,922 Redgate Lanka Private Ltd 41,271 40,261 At 31 March 2025 644,168 417,070 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. Limerston Pty Limited, a limited company of which Michael Frayne is a director, was paid a fee of $Nil for the year ended 31 March 2025 (31 March 2024: $15,773) for the provision of corporate management and consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2024: $Nil). Hogan's Bluff Capital Pty Ltd, a limited company of which Greg Martyr is a director, was paid a fee of $233,982 for the year ended 31 March 2025 (31 March 2024: $236,468) for consulting services to the Company and expenses. There was a balance of $Nil owing at year end (31 March 2024: $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 $30,617 for the year ended 31 March 2025 (31 March 2024: $16,652) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2024: $Nil). Inverness Consulting Pty Ltd, a limited company of which Stuart Forrester is a director, was paid a fee of $185,104 for the year ended 31 March 2025 (31 March 2024: $Nil) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2024: $Nil). Ventureflex (Pvt) Ltd, a limited company of which Iranga Dunuwille is a director, was paid a fee of $36,000 for the year ended 31 March 2025 (31 March 2024: $43,000) for consulting services to the Company. There was a balance of $Nil owing at year end (31 March 2024: $Nil). 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 2 April 2025, the Company issued 344,052 new ordinary shares of 0.2 pence at a price of 2.1799 pence per share in consideration of Broker and Financial Advisor fees. On 29 May 2025, the Company issued 59,701,000 new ordinary shares of 0.2 pence at a price of 2.5 pence per share for gross proceeds of $2m. On 29 May 2025, the Company issued 7,984,000 new ordinary shares of 0.2 pence at a price of 2.5 pence per share for gross proceeds of $267,000. On 2 June 2025, the Company issued 16,000,000 new ordinary shares of 0.2 pence at a price of 2.5 pence per share for gross proceeds of ��400,000. On 13 June 2025, the Company issued 283,355 new ordinary shares of 0.2 pence at a price of 2.6106 pence per share in consideration of Broker and Financial Advisor fees. On 16 July 2025, the Company granted share options to subscribe for 600,000 new Ordinary Shares in consideration of Adviser fees. On 16 July 2025, the Company issued 783,677 new ordinary shares of 0.2 pence at a price of 2.5 pence per share in consideration of Fee Shares. On 29 July 2025, the Company announced Strand Hanson Limited had been appointed as Nominated Adviser. On 4 August 2025, the Company announced the appointment of Aravinda De Silva and Savanth Sebastian as Non-Executive Directors On 5 August 2025, the Company issued 22,713,704 new ordinary shares of 0.2 pence at a price of 2.75 pence per share for gross proceeds of $825,000. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. 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