Full Year Results
Summary by AI BETAClose X
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
30 October 2026
Mantle Resilience Plc
("Mantle Resilience" the “Group” or the "Company")
Full Year Results
Mantle Resilience Plc (LSE: MNTL), the UK-listed company focused on building national resource and manufacturing resilience, announces its full year results for the 12-month period ended 30 June 2026.
HIGHLIGHTS
Change of Name and the Mantle Resilience Strategy
- The Company completed its transition into Mantle Resilience upon commencement of trading on the Main Market of the London Stock Exchange under its new registered name on 20 October 2026.
- Mantle is focused on building a portfolio of businesses that strengthen UK domestic resource and expand sovereign manufacturing and technology capabilities across defence, energy and infrastructure.
- As a part of this strategic shift, the Company has undergone a management refresh and strengthened its defence expertise through the appointments of Nick Bridle as Chief Operating Officer and Mick Cataldo as Head of Resilience and Defence.
Mantle Resilience
- Achieved strengthened balance sheet via update of conditional settlement with existing convertible loan note (“CLN”) holders, enabling material positive adjustment.
- Agreed amended terms for the inter-company loan with Recyclus, securing board representation, security and interest for Mantle Resilience.
- Successful fundraise of c.£2 million with material commitment from management, demonstrating strong support from new and existing investors, followed by post-period WRAP Retail Offer for additional capital.
- Continued progression of mineral asset holdings with identification of potential multi-commodity targets including rare earths at the Company’s 100%-owned Cameroon project (“the TMC Project”).
- Progressed with evaluation of opportunities to recover rare earth elements and critical minerals from underutilised industrial by-products in the UK.
Recyclus Group Limited (“Recyclus”), 48.35% Mantle Resilience owned subsidiary company
- Continued to deliver commercial and operational progress with increases in production and scale up of operations.
- Black mass offtake agreement with Glencore plc ("Glencore") continues to perform strongly, with throughput running above the initial 20 tonnes per month minimum following a 100-tonne trial.
- Secured Battery Innovation Programme funding for Li-ion battery recycling project to inject value into UK supply chain for critical metals, in collaboration with Watercycle Technologies (“Watercycle”), the UK Battery Industrialisation Centre (“UKBIC”) and Polaron.
- Achieved key financial milestone of first month of positive cash flow in July 2025.
- Secured £8.1m to accelerate UK lithium-ion (“Li-ion”) battery recycling solution in collaboration with Jaguar Land Rover (“JLR”), Mint Innovation and WMG, University of Warwick (“WMG”), supported by funding from the Department for Business and Trade (“DBT”).
Post Period End
- Recyclus secured a multi-million pound purchase order, its largest to date, with a global automotive OEM, which will double Recyclus’s volumes creating the conditions for national scale growth.
- The Company entered into a head of terms agreement to acquire the entire issued share capital of D3IP Limited ("D3IP"), a cash generative and profit-making business, which provides the Group with an entry point into the UK defence market.
- The Company secured a two-year extension of its St Patrick Research Permit in northwest Spain, providing ongoing access to an advanced copper-cobalt nickel project that could support the UK’s critical mineral supply chain.
- The Group announced the appointment of Callum Sommerton as a Non-Executive Director of the Company.
- Further to the announcement on 19 October 2026, the Board remains confident that the HMRC winding-up petition presented to Recyclus will be resolved and will update the market as appropriate.
Alex Stanbury, Chief Executive Officer of Mantle Resilience Plc, said: “It is an exciting time for the Company as we evolve into a business that can help address the UK’s clean energy and national security priorities. Having already established a reputation for aiding the UK in tackling two key challenges – the supply chain for critical minerals, and electric battery waste – we are pleased to embark on this equally vital new path of defence.
“The Company continues to advance its exploration portfolio, whilst Recyclus has seen excellent operational and commercial progress and continues to demonstrate the value of the platform. As the geopolitical and macroeconomic landscapes continue to evolve, this expanded strategy represents a strong opportunity to generate significant value for shareholders, and we look forward to entering the coming financial year at pace.”
Nick Bridle, Chief Operating Officer of Mantle Resilience Plc, said: “The past four months have been focused on converting the Mantle strategy, announced in June, into a platform from which the Company can operate and execute its ambitions. The balance sheet has been reset, the team that will execute the initial phases of Mantle is taking shape, and the Company now trades under the name and identity that reflect its repositioning. That work was necessary groundwork, and it is now substantially complete.
“The task ahead is to strengthen the UK’s sovereign capabilities while generating value for shareholders. This means building and deepening relationships with partners and stakeholders, and continuing to advance our vision through the diligent execution of pragmatic steps. The near-term pipeline is clear: complete the acquisition of D3IP for which binding heads of terms are already in place, support Recyclus as it scales under its new OEM contract, and further progress the opportunities and initiatives already identified.
“I thank our shareholders for their trust and patience through the consolidation phase. We now begin to accelerate.’’
Enquiries
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Technology Minerals Plc |
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Alex Stanbury, Chief Executive Officer Nick Bridle, Chief Operating Officer |
c/o +44 (0)20 4582 3500 |
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Oberon Investments Limited |
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Nick Lovering |
+44 (0)20 3179 0500 |
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Gracechurch Group (Financial PR) |
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Harry Chathli, Alexis Gore, Rebecca Scott |
+44 (0)20 4582 3500 |
About Mantle – www.mantleresilience.com
Mantle exists to build and connect the critical sovereign capabilities the UK’s security and resilience require. The UK remains dependent on supply chains it does not control and on industrial capacity it cannot always scale at pace. The Company’s work is to shorten those chains, to put manufacturing and systems integration onshore, and to give the resulting businesses a credible route into defence, national security and other strategically important markets.
The strategy aligns with the Strategic Defence Review 2025 and supports the UK Government’s Critical Minerals Strategy (Vision 2035), including its objectives for greater domestic production and recycling and reduced reliance on single-country supply.
Operational Review
2026 has been a year in which Mantle Resilience Plc (formerly Technology Minerals Plc) reset its capital base and used that platform to launch Mantle, a strategy to position the Company as a UK national resilience business built on sovereign critical minerals supply, autonomous systems capability, and industrial resilience. The circular economy platform the Group has built through Recyclus, and the exploration portfolio that continues to advance, remain the foundation on which Mantle is built.
Corporate Update and Board Changes
On 14 April 2026, the Company appointed Nick Bridle and Mick Cataldo as Non-Executive Directors. Both bring senior UK military and subsequent executive experience in risk management, logistics and national resilience, and their appointment reflected the Board's early judgement that this experience would be central to the Company's next phase. That judgement was borne out quickly: as the Mantle strategy took shape over the following weeks, the Board concluded that Nick's experience was needed in an operational capacity, and on 4 June 2026 he was appointed Executive Director and Chief Operating Officer. Robin Brundle stepped down as Executive Chairman on 8 June 2026 to concentrate on Recyclus, and I thank him for his work building the Company's platform since the IPO in 2021. Callum Sommerton joined the Board as a Non-Executive Director. On 18 October 2026, Lester Kemp stepped down from the Board and has become a consultant to the Company. I would like to thank Lester for his work in progressing the exploration assets since listing in 2021. The Board that will execute the initial phases of Mantle is now in place. A candidate for Non-Executive Chair with national-resilience credentials has been identified; the appointment remains subject to the process set out in the June announcement.
Mantle, announced on 4 June 2026, builds directly on the Company’s existing circular economy platform and is aligned with UK Government critical minerals objectives. To fund its initial execution, the Group proposed an equity fundraise of up to £2.5 million. The Company closed the raise at £2.235 million, comprising £2.085 million from a placing and direct subscriptions at 0.05 pence per share, together with a further £0.15 million from a retail offer through the WRAP platform and additional placement at the same price. Both Nick Bridle and Chang Oh Turkmani, Non-Executive Director, subscribed materially into the raise: £250,000 and £150,000 respectively. Shareholders approved the fundraise, and the associated Prospectus, on 17 July 2026.
Mantle Resilience used part of this raise, deliberately and early, to clear the balance sheet constraints that would otherwise have limited the Company’s ability to execute Mantle at pace. The Company agreed updated settlement terms with Jonathan Swann, converting the previously proposed £250,000 immediate cash payment into his existing facility, now a £1.275 million term loan at 8% per annum over 24 months and 1,625,000,000 warrants, exercisable for 36 months, half at 0.15p and half at 0.2p a share, whose exercise price is reduced if the Company later issues shares at a lower price. The Group also agreed terms with Atlas, comprising £1.0 million in cash, £300,000 capitalised into equity, and £400,000 retained as a 24-month term loan on equivalent terms. Alongside this, where cash timing required it, directors' remuneration was in several months settled in shares rather than cash, preserving working capital for the business rather than for personal drawings. The Group took this approach because a clean balance sheet is the precondition for the acquisitions and lateral opportunities Mantle is designed to pursue, not a distraction from them, but a deliberate first step towards them.
Recyclus building commercial traction with largest contract to date
Recyclus continues to demonstrate the value of that platform. It has established a solid pedigree since launching the UK’s first industrial-scale lithium-ion battery recycling facility. Since then, Recyclus has recycled Li-ion batteries for Ocado under an ongoing maintenance programme, processed batteries for a global automotive company, and completed a programme recycling fire-damaged packs for an EV OEM. It secured a licence to transport black mass to Europe under its offtake agreement with a company in the Glencore group and signed a 12-month contract with a global industrial group generating both gate fees and material sale revenue. Gate-fee and recoverable-material revenue has been rising through the year, and Recyclus has been selling black mass since 2025. The Board expects earnings to accelerate further in 2027 as infeed volumes increase, supported by ongoing discussions toward an additional offtake agreement in South Korea, and Recyclus's growing commercial traction was underlined by its ability to secure a £1.1 million five-year asset-backed facility from Close Brothers Group plc. On 23rd October 2026 Recyclus received a multi-million pound purchase order from an automotive original equipment manufacturer to recycle lithium-ion batteries over a 3-year period, a major development which will considerably increase revenues.
Exploration Portfolio
The Group’s exploration portfolio remains an important source of optionality. The sale of the Leinster exploration licences to European Lithium Limited, completed in March 2025, is the clearest evidence to date that the capital-light model of advancing early-stage projects far enough to attract a funding or acquiring partner works in practice. At the 100%-owned project in Cameroon, work in September 2025 identified multi-commodity targets, including rare earth elements, that warrant further testing, and the Company is encouraged by results to date at its Asturmet project in Spain. The Company is also at an early stage of research into recovering critical raw materials, including rare earth elements, from industrial waste.
China's dominant position in refining and processing critical minerals, including lithium, cobalt, graphite, rare earths and a significant share of nickel processing, creates a concentration risk that urban mining and recycling are well placed to help offset, without replacing the continued need for primary production. Mantle Resilience’s dual approach, combining early-stage exploration with its investment in Recyclus's recycling capability, is built for exactly this environment, and the Company is evaluating opportunities to extend that approach into the supply of critical resources and manufacturing metals to sectors including defence, where demand for secure domestic supply chains is growing.
The tailwinds behind electrification and secure critical minerals supply remain strong, and the Board believes the work of the last year, resetting the Group’s capital base, assembling the Board and management team to deliver Mantle, and continuing to build commercial and operational traction at Recyclus, has positioned the Group well to capitalise on them. The focus now turns to executing the near-term pipeline of opportunities Mantle has identified, several of which are revenue-generating and aligned with UK defence and national resilience priorities; the Company will announce individual transactions as and when they are sufficiently certain to warrant disclosure.
Financial Review
The year has been a turning point for the Group, with new funding and, consummated in July 2026, settlement agreements reached with Atlas Special Opportunities II, LLC and Jonathan Swann in respect of their convertible instruments, along with further equity funding. All of this has served to improve the balance sheet of the Group.
Funding was used as part of the settlement agreements and to provide working capital:
• £0.35 million gross raised from a share placement in January 2026 at £0.001 per share
• £2.235 million gross raised in July 2026, comprising £2.085 million from a placing and direct subscriptions at £0.0005 per share, together with a further £0.15 million the WRAP platform and additional placement at the same price
In addition, since the year end and following resolution of a dispute, settlement was reached with the remaining CLN holder, CLG Capital LLC in the amount of £0.7 million, of which £0.37 million was converted into a long-term loan note, £0.3 million was settled by the issue of 600 million ordinary shares at £0.0005 per share and £0.03 million was paid in cash.
As set out in last year’s report, the Group consolidates Recyclus even though its equity interest is 48.35%, due to deemed control under the accounting standards. As noted elsewhere, Recyclus continues to show good progress in establishing itself as the first industrial scale UK lithium-ion recycling company and turnover rose by 91% to £2.86 million from £1.5 million in the previous year, with gross profit of £2.6 million (2025: £1.1 million), representing a gross profit margin of 92% (2025: 76%). Cost of sales consists primarily of depreciation of the recycling plant less the by-products recovered. Gate fees received from suppliers on receipt of batteries have been strong and Recyclus sells black mass and other materials recovered from the recycling process. The Company expects growth to continue strongly in the coming year and on 23rd October 2026 Recyclus received a multi-million pound purchase order to recycle batteries over 3 years for a customer.
The Group’s loss for the year was £(2.7) million (2025: £(13.6) million), the large reduction in loss due primarily to the recognition of losses on sale of investments in the previous year and, in the current year, lower finance costs of £1.3 million (2025: £1.8 million), a gain of £0.8 million on the extinguishment of the Swann and Atlas convertible loan notes, and other income from the receipt of research and development tax credits. Administrative charges were £5.3 million (2025: £5.0 million). Cash at year end was £0.03 million (2025: £0.1 million).
At the year end, the Company’s net assets of £3.6 million (2025: £6.8 million) exceeded those of the Group of £(2.8) million (2025: (£0.4) million) primarily due to the elimination on consolidation of loans made to Recyclus. This also reflects impairment in fixed assets arising from the recognition at year end of the sale post year end of Recyclus’s subsidiary Halo Battery Recycling Limited, which focused on non-core lead acid battery recycling.
Under accounting standards, the Group is showing at year end the liability of convertible loan notes including accrued interest of £6.2 million (refer to notes 29 and 30) pre settlement, which amounts are considerably higher than the agreed settlement terms of £5.3 million for which conditions were satisfied in July 2026. These differences are expected to reverse next year, subject to the fair values of the shares and loans issued in the settlements, which cannot yet be estimated reliably. In addition, on 17 July 2026 the Company issued a prospectus to enable it to issue new ordinary shares to settle obligations and to raise funds for working capital, following which the Company has issued 5.5 billion new shares in respect of convertible loan notes and other creditor settlements, for £2.8 million at the date of this report.
The Company’s loan to Recyclus is shown at fair value based on its present value at an assessed notional discount rate applied to repayment terms and has been reduced to £5.3 million (2025: £7.3 million). Repayment terms of the loan were amended in February 2026 to make Recyclus attractive to third party investors, with accelerated repayment according to performance milestones. The Company continues to see Recyclus as a good investment.
On 17 July 2026, shareholders approved a change in the nominal value of ordinary shares from £0.001 per share to £0.0005 per share being the price at which new shares were placed. Ordinary shares outstanding at that date were 3,144,394,215 and one A Ordinary Share for each ordinary share was agreed to be issued by shareholders in October 2026 in respect of the sub-division of shares, with a corresponding change to the Company’s Articles of Association. The A Ordinary Shares carry no voting rights, no rights to participate in dividends and no material economic rights.
As noted elsewhere, the Group’s Mantle strategy includes the assessment of attractive defence and resilience projects and investment in this area will be announced in due course as projects become available. In addition, the Group proposes to continue its exploration and development work in the coming year on its minerals exploration licences to maximise their value potential, although proposed work will correspond with available cash resources. The Group continues to consider farm-in arrangements with third parties in respect of certain licences whereby the assets are developed at no cost to the Group and other similar arrangements will be considered if beneficial.
The Group looks forward to a strong coming year as its Mantle strategy is implemented and will seek new funding to expand its interests when in the interests of shareholders.
Post Period
Further to the announcement on 19 October 2026, relating to Recyclus receiving a winding-up petition from the HMRC relating to outstanding payments under an agreed payments plan, the Board remain confident that this will be resolved and will update the market as appropriate.
Risks
The Company has an established process for the identification and management of risk, working within the governance framework. Ultimately, the management of risk is the responsibility of the Board of Directors, working through the business leadership team. For further detail please refer to the general risks laid out in the Annual Report.
Outlook
Having repositioned the Company under the Mantle brand, the Group is focused on building a broader portfolio of capabilities across defence, national security and critical minerals. The proposed acquisition of D3IP, announced on 30 September 2026, represents an important step in this strategy and provides a platform from which to pursue further opportunities and deliver long-term shareholder value.
The successful £2m fundraise, completed in a challenging market for small-cap companies, strongly demonstrates confidence from investors in the Company’s strategy. It provides capital to address legacy issues that weighed on the business, and focus on the future with a strengthened financial position, a clear strategic direction and renewed momentum across the Company.
The Board believes the case for investment in UK national resilience is highly compelling. The Government’s commitment to sustained increases in defence expenditure in recognition of rising threats facing the UK and its allies, presents significant opportunities for businesses developing strategically important UK-based capabilities, technologies and supply chains. Mantle aims to build on its established operational base, its UK listing, and its alignment with national priorities to deliver a platform capable of scaling businesses that address these needs.
D3IP, which is already profitable, is expected to provide an important foundation for this strategy, giving Mantle Resilience access to and insight into the demand that the wider Group is positioned to address. Through D3IP, Mantle Resilience will gain visibility of a growing, vetted ecosystem of currently 300 defence and national-security adjacent technology and services businesses, and their supply-chain and manufacturing requirements.
Recyclus secured its largest contract to date in October 2026 with a leading OEM, representing a significant commercial milestone that strongly validates its technology and ability to deliver at scale. The contract is expected to support Recyclus in achieving consistent profitability before the end of the current financial year, providing a stronger platform for further growth and customer acquisition.
Looking ahead, Mantle Resilience will focus on building the critical sovereign capabilities required to strengthen the UK’s security and resilience, converting strategic opportunities into commercial growth and delivering value for shareholders.
Publication Of Annual Report And Accounts
The Company's Annual Report and Accounts is being posted to shareholders and will be made available on the Company's investor relations website at: https://mantleresilience.com/
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2026
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2026 |
2025 |
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Notes |
£000 |
£000 |
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Revenue |
6 |
2,858 |
1,499 |
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Cost of sales |
(239) |
(358) | |
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Gross profit |
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2,619 |
1,141 |
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Administrative expenses |
(5,265) |
(4,983) | |
|
Impairment of non-financial assets |
(839) |
(310) | |
|
Impairment of financial instruments |
(77) |
(919) | |
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Operating loss |
|
(3,562) |
(5,071) |
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Other income |
875 |
343 | |
|
Net foreign exchange gains/(losses) |
|
6 |
26 |
|
Loss on loss of significant influence over associates |
(155) |
- | |
|
Loss on partial sale of a subsidiary |
- |
(7,011) | |
|
Gain on sale of a subsidiary |
|
- |
433 |
|
Loss before financing and income tax |
|
(2,836) |
(11,280) |
|
Finance costs |
(1,266) |
(1,849) | |
|
Gain/(loss) on derivative financial liabilities |
129 |
(313) | |
|
Gain on extinguishment of financial liabilities |
806 |
- | |
|
Gain/(loss) on financial assets at FVTPL |
108 |
(134) | |
|
Loss before taxation from continuing operations |
|
(3,059) |
(13,576) |
|
Income tax |
316 |
- | |
|
Loss for the year from continuing operations |
|
(2,743) |
(13,576) |
|
Profit/(loss) on discontinued operations, net of tax |
|
- |
- |
|
Loss for the year |
|
(2,743) |
(13,576) |
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|
|
|
|
|
Attributable to: |
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|
|
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Equity holders of the Company |
|
(1,983) |
(12,644) |
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Non-controlling interests |
(760) |
(932) | |
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Loss for the year |
|
(2,743) |
(13,576) |
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Other comprehensive income |
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|
|
Items that may be subsequently reclassified to profit or loss: |
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|
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Exchange differences arising on translation of foreign operations |
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(1) |
(12) |
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Total comprehensive loss for the year |
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(2,744) |
(13,588) |
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Attributable to: |
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Equity holders of the Company |
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(1,984) |
(12,656) |
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Non-controlling interests |
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(760) |
(932) |
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Total comprehensive loss for the year |
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(2,744) |
(13,588) |
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|
|
|
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Basic and diluted Earnings (loss) per share in pence attributable to owners of the Company from: |
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Total operations |
(0.07)p |
(0.61)p | |
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Discontinued operations |
- |
- |
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated Statement of Financial Position
AS AT 30 JUNE 2026
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30 June 2026 |
30 June
2025 |
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Notes |
£000 |
£000 |
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Non-current assets |
|
|
|
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Property, plant and equipment |
2,149 |
3,406 | |
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Right of use asset |
326 |
797 | |
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Intangible assets |
6,558 |
6,633 | |
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Financial assets at FVTOCI |
30 |
30 | |
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Financial assets at FVTPL |
141 |
- | |
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Investment in associate |
- |
293 | |
|
Total non-current assets |
|
9,204 |
11,159 |
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Current assets |
|
|
|
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Assets held for sale |
716 |
- | |
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Inventories |
132 |
- | |
|
Trade and other receivables |
1,240 |
667 | |
|
Financial assets held at FVTPL |
- |
189 | |
|
Cash and cash equivalents |
30 |
104 | |
|
Total Current assets |
|
2,118 |
960 |
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Total assets |
|
11,322 |
12,119 |
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Current liabilities |
|
|
|
|
Liabilities directly associated with the assets held for sale |
528 |
- | |
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Trade and other payables |
4,785 |
4,042 | |
|
Current tax liabilities |
4 |
- | |
|
Lease liability |
61 |
120 | |
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Borrowings |
7,343 |
6,237 | |
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Provisions |
357 |
774 | |
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Total current liabilities |
|
13,078 |
11,173 |
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Non-current liabilities |
|
|
|
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Lease liability |
265 |
728 | |
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Borrowings |
760 |
- | |
|
Derivative financial liability |
- |
619 | |
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Total non-current liabilities |
|
1,025 |
1,347 |
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Total liabilities |
|
14,103 |
12,520 |
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Net liabilities |
|
(2,781) |
(401) |
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Equity |
|
|
|
|
Share Capital |
3,144 |
2,794 | |
|
Share Premium |
22,528 |
22,528 | |
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Warrants reserve |
68 |
761 | |
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Convertible loan reserve |
|
- |
295 |
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Share-based payments reserve |
|
2,303 |
2,280 |
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Foreign exchange reserve |
|
5 |
6 |
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Accumulated deficit |
|
(26,039) |
(25,035) |
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Equity attributable to owners of the parent |
|
2,009 |
3,629 |
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Non-controlling interests |
(4,790) |
(4,030) | |
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Total equity |
|
(2,781) |
(401) |
These financial statements were approved and authorised for issue by the Board of Directors on 30 October 2026 and were signed on its behalf by:
Alexander Stanbury
Director
The accompanying notes form an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2026
|
|
Share capital |
Share Premium |
Warrants reserve |
Convertible loan reserve |
Share-based payments reserve |
Foreign exchange reserve |
Accumulated deficit |
Equity attributable to owners of the parent |
Non-controlling interests |
Total equity |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Balance at 1 July 2024 — as previously reported |
1,609 |
22,311 |
761 |
297 |
2,320 |
34 |
(12,723) |
14,609 |
(2,753) |
11,856 |
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Prior year adjustment (note 2) |
- |
- |
- |
- |
- |
- |
342 |
342 |
(342) |
- |
|
Balance at 1 July 2024 — restated |
1,609 |
22,311 |
761 |
297 |
2,320 |
34 |
(12,381) |
14,951 |
(3,095) |
11,856 |
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Loss for the year |
- |
- |
- |
- |
- |
- |
(12,644) |
(12,644) |
(932) |
(13,576) |
|
Exchange gain on translation of foreign operations |
- |
- |
- |
- |
- |
(12) |
- |
(12) |
- |
(12) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(12) |
(12,644) |
(12,656) |
(932) |
(13,588) |
|
Disposal of Subsidiary |
- |
- |
- |
- |
- |
(16) |
(101) |
(117) |
(3) |
(120) |
|
Issue of share capital |
1,185 |
217 |
- |
- |
- |
- |
- |
1,402 |
- |
1,402 |
|
Warrants exercised and lapsed |
- |
- |
- |
- |
(91) |
- |
91 |
- |
- |
- |
|
Share-based payment charge |
- |
- |
- |
- |
51 |
- |
- |
51 |
- |
51 |
|
Settlement of convertible loans |
- |
- |
- |
(2) |
- |
- |
- |
(2) |
- |
(2) |
|
Balance at 30 June 2025 — restated |
2,794 |
22,528 |
761 |
295 |
2,280 |
6 |
(25,035) |
3,629 |
(4,030) |
(401) |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
(1,983) |
(1,983) |
(760) |
(2,743) |
|
Exchange loss on translation of foreign operations |
- |
- |
- |
- |
- |
(1) |
- |
(1) |
- |
(1) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(1) |
(1,983) |
(1,984) |
(760) |
(2,744) |
|
Issue of share capital |
350 |
- |
- |
- |
- |
- |
- |
350 |
- |
350 |
|
Share issue costs |
- |
- |
- |
- |
- |
- |
(9) |
(9) |
- |
(9) |
|
Warrants exercised and lapsed |
- |
- |
(693) |
- |
- |
- |
693 |
- |
- |
- |
|
Transfer on extinguishment of convertible loan notes |
- |
- |
- |
(295) |
- |
- |
295 |
- |
- |
- |
|
Share-based payment charge |
- |
- |
- |
- |
23 |
- |
- |
23 |
- |
23 |
|
Balance at 30 June 2026 |
3,144 |
22,528 |
68 |
- |
2,303 |
5 |
(26,039) |
2,009 |
(4,790) |
(2,781) |
The accompanying notes on pages 72 to 128 form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2026
|
|
Notes |
2026 |
2025 |
|
Cash flows from operating activities |
|
|
|
|
Loss before taxation |
|
(3,059) |
(13,576) |
|
Adjustments for: |
|
|
|
|
Depreciation |
364 |
360 | |
|
Impairment losses |
|
916 |
1,229 |
|
Loss/(gain) on disposal of subsidiaries and associates |
155 |
(433) | |
|
Loss on partial disposal of subsidiary |
|
- |
7,011 |
|
(Gain)/loss on financial assets at fair value through profit or loss |
(108) |
134 | |
|
(Gain)/loss on derivative financial liabilities |
(129) |
313 | |
|
Finance costs |
1,266 |
1,849 | |
|
Gain on extinguishment of financial liabilities |
(806) |
- | |
|
Share-based payment charge |
23 |
45 | |
|
Depreciation reversed on equipment returned to the supplier |
(1) |
- | |
|
Net foreign exchange gains |
|
(6) |
(26) |
|
Operating cash flows before movements in working capital |
|
(1,385) |
(3,094) |
|
Increase in inventories |
|
(132) |
- |
|
(Increase)/decrease in receivables |
|
(709) |
(449) |
|
Increase in payables |
|
710 |
2,151 |
|
Research and development tax credits received |
|
243 |
- |
|
Net cash used in operating activities |
|
(1,273) |
(1,392) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
(62) |
(47) | |
|
Purchase of intangible assets |
(35) |
(20) | |
|
Proceeds from sale of investments |
294 |
1,001 | |
|
Deposit received on sale of subsidiary |
50 |
- | |
|
Net cash from investing activities |
|
247 |
934 |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of shares |
350 |
250 | |
|
Share issue costs |
(9) |
- | |
|
Share subscriptions received in advance |
|
36 |
- |
|
Proceeds from borrowings |
1,100 |
1,753 | |
|
Repayment of borrowings |
(269) |
(1,117) | |
|
Net drawdown of invoice finance facility |
118 |
- | |
|
Payment of lease liabilities |
(90) |
(40) | |
|
Interest paid |
|
(335) |
(307) |
|
Net cash from financing activities |
|
901 |
539 |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(125) |
81 |
|
Cash and cash equivalents at the beginning of the year |
|
104 |
23 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
2 |
- |
|
Cash and cash equivalents at the end of the year |
|
(19) |
104 |
|
Less: cash included in assets held for sale |
(1) |
- | |
|
Add: bank overdraft |
|
50 |
- |
|
Cash and cash equivalents per the statement of financial position |
30 |
104 |
See note 36 for changes in liabilities arising from financing activities, net debt and significant non-cash transactions.
The accompanying notes form an integral part of these consolidated financial statements.
Company Statement of Financial Position
AS AT 30 JUNE 2026
|
|
Notes |
2026 |
2025 |
|
|
|
£000 |
£000 |
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
- |
1 | |
|
Investment in subsidiaries |
6,720 |
6,740 | |
|
Investment in associates |
- |
293 | |
|
Trade and other receivables |
1,362 |
1,663 | |
|
Financial assets at FVTOCI |
30 |
30 | |
|
Financial assets at FVTPL |
141 |
- | |
|
Loan to subsidiary at FVTPL |
5,299 |
7,293 | |
|
Total non-current assets |
|
13,552 |
16,020 |
|
Current assets |
|
|
|
|
Trade and other receivables |
311 |
74 | |
|
Financial assets held at FVTPL |
- |
189 | |
|
Cash and cash equivalents |
1 |
- | |
|
Total Current assets |
|
312 |
263 |
|
Total assets |
|
13,864 |
16,283 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
4,077 |
3,242 | |
|
Borrowings |
5,798 |
4,882 | |
|
Provisions |
357 |
774 | |
|
Total current liabilities |
|
10,232 |
8,898 |
|
Non-current liabilities |
|
|
|
|
Derivative financial liability |
- |
619 | |
|
Total non-current liabilities |
|
- |
619 |
|
Total liabilities |
|
10,232 |
9,517 |
|
Net assets |
|
3,632 |
6,766 |
|
Equity |
|
|
|
|
Share Capital |
3,144 |
2,794 | |
|
Share Premium |
22,528 |
22,528 | |
|
Warrants reserve |
68 |
761 | |
|
Convertible loan reserve |
|
- |
295 |
|
Share-based payments reserve |
2,303 |
2,280 | |
|
Accumulated deficit |
|
(24,411) |
(21,892) |
|
Total equity |
|
3,632 |
6,766 |
The Company profit and loss account has been approved by the Directors, and the use of the exemption under s408 of the Companies Act 2006 has been applied to not publish an individual Statement of Comprehensive Income. The Company's loss for the year ended 30 June 2026 was £3,498k (2025: £11,522k).
These financial statements were approved and authorised for issue by the Board of Directors on 30 October 2026 and were signed on its behalf by: Alexander Stanbury, Director, Mantle Resilience Plc (registered England & Wales No. 13446965).
Alexander Stanbury
Director
The accompanying notes form an integral part of these consolidated financial statements.
Company Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2026
|
|
Share capital £000 |
Share Premium £000 |
Warrants reserve £000 |
Convertible loan reserve £000 |
Share-based payments reserve £000 |
Accumulated deficit £000 |
Total equity £000 |
|
Balance at 1 July 2024 |
1,609 |
22,311 |
761 |
297 |
2,320 |
(10,455) |
16,843 |
|
Loss for the year |
- |
- |
- |
- |
- |
(11,522) |
(11,522) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(11,522) |
(11,522) |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
1,185 |
217 |
- |
- |
- |
- |
1,402 |
|
Warrants exercised and lapsed |
- |
- |
- |
- |
(91) |
85 |
(6) |
|
Share-based payment charge |
- |
- |
- |
- |
51 |
- |
51 |
|
Settlement of convertible loans |
- |
- |
- |
(2) |
- |
- |
(2) |
|
Balance at 30 June 2025 |
2,794 |
22,528 |
761 |
295 |
2,280 |
(21,892) |
6,766 |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(3,498) |
(3,498) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(3,498) |
(3,498) |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
350 |
- |
- |
- |
- |
- |
350 |
|
Share issue costs |
- |
- |
- |
- |
- |
(9) |
(9) |
|
Warrants exercised and lapsed |
- |
- |
(693) |
- |
- |
693 |
- |
|
Transfer on extinguishment of convertible loan notes |
- |
- |
- |
(295) |
- |
295 |
- |
|
Share-based payment charge |
- |
- |
- |
- |
23 |
- |
23 |
|
Balance at 30 June 2026 |
3,144 |
22,528 |
68 |
- |
2,303 |
(24,411) |
3,632 |
The accompanying notes form an integral part of these consolidated financial statements.
Company Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2026
|
|
Notes |
2026 |
2025 |
|
Cash flows from operating activities |
|
|
|
|
Loss before taxation |
|
(3,498) |
(11,522) |
|
Adjustments for: |
|
|
|
|
Depreciation |
1 |
1 | |
|
Fair value loss/(gain) on loan to subsidiary |
2,322 |
(179) | |
|
Loss on disposal of subsidiaries and associates |
155 |
7,268 | |
|
Gain on financial assets at fair value through profit or loss |
(108) |
- | |
|
(Gain)/loss on derivative financial liabilities |
|
(128) |
313 |
|
Finance costs |
|
877 |
1,611 |
|
Gain on extinguishment of financial liabilities |
|
(806) |
- |
|
Finance income from subsidiaries |
|
(287) |
(349) |
|
Management fees charged to subsidiaries |
|
(167) |
(228) |
|
Impairment losses/(reversals) |
|
391 |
1,287 |
|
Share-based payment charge |
23 |
51 | |
|
Net foreign exchange losses/(gains) |
|
- |
(4) |
|
Operating cash flows before movements in working capital |
|
(1,225) |
(1,751) |
|
(Increase)/decrease in receivables |
|
(136) |
(63) |
|
Increase in payables |
|
924 |
1,021 |
|
Net cash used in operating activities |
|
(437) |
(793) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Loans to subsidiaries |
|
(205) |
(449) |
|
Proceeds from sale of investments |
266 |
1,001 | |
|
Net cash from investing activities |
|
61 |
552 |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of shares |
350 |
250 | |
|
Share issue costs |
(9) |
- | |
|
Share subscriptions received in advance |
|
36 |
- |
|
Proceeds from borrowings |
|
- |
400 |
|
Repayment of borrowings |
|
- |
(122) |
|
Cost of borrowing |
|
- |
(20) |
|
Interest paid |
|
- |
(268) |
|
Net cash from financing activities |
|
377 |
240 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
1 |
(1) |
|
Cash and cash equivalents at the beginning of the year |
|
- |
1 |
|
Cash and cash equivalents at the end of the year |
1 |
- |
See note 36 for changes in liabilities arising from financing activities, net debt and significant non-cash transactions
The accompanying notes form an integral part of these consolidated financial statements.
- General information
Mantle Resilience Plc (the ‘Company’) is a public limited company incorporated and domiciled in England under the Companies Act 2006 with registration number 13446965. The Company changed its name from Technology Minerals Plc on 19 October 2026.
The Company is listed on the main market of the London Stock Exchange. The Company’s registered office is 167–169 Great Portland Street, 5th Floor, London, W1W 5PF.
The nature of the Group’s operations and its principal activities are set out in the Directors’ Report.
- Basis of preparation
The principal accounting policies, methods of computation and presentation used in the preparation of the consolidated financial information are shown below. The policies have been consistently applied to all the years presented, unless otherwise stated.
Mantle Resilience Plc’s consolidated financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. All amounts are rounded to the nearest thousand pounds (£000), unless otherwise stated.
There have been no changes to the reported figures as a result of any new reporting standards or interpretations.
The Group’s financial statements have been prepared in accordance with UK-adopted international accounting standards (‘UK-adopted IFRSs’) in conformity with the requirements of the Companies Act 2006. The Company’s separate financial statements have been prepared on the same basis. As permitted by section 408 of the Companies Act 2006, the Company has not presented its own income statement.
The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are measured at fair value, and the disposal group held for sale, which is measured at the lower of its carrying amount and fair value less costs to sell, as described in the accounting policies below, and on a going concern basis.
Re-presentation of the 2025 statement of cash flows
The 2025 consolidated statement of cash flows has been re-presented so that it is classified on the same basis as 2026. Lease payments of £61k had been included in the movement in payables within operating activities; they are now presented within financing activities, as payment of lease liabilities (£40k) and within interest paid. Interest paid is now presented as a single line within financing activities: interest of £167k had been included in operating activities and £119k in repayment of borrowings. As a result, net cash used in operating activities for 2025 is £1,392k (previously £1,620k) and net cash from financing activities is £539k (previously £767k). The net increase in cash and cash equivalents is unchanged.
Re-presentation of provisions
Provisions for claims by the holders of the Company’s convertible loan notes for penalty interest and default amounts, which the Company disputes, were included in accruals within trade and other payables in the 2025 financial statements. They are now presented on a separate line, provisions, within current liabilities, and the 2025 comparatives have been re-presented: £774k has been moved from trade and other payables to provisions in both the Group and the Company statements of financial position at 30 June 2025 (notes 27 and 30). The re-presentation has no effect on total liabilities, net assets or the loss for 2025, and as it is a reclassification between two captions within current liabilities a statement of financial position at 1 July 2024 is not presented.
Prior year adjustments
Two errors in the 2025 financial statements have been corrected by restating the comparative figures. Neither correction affects the loss for 2025, basic or diluted loss per share, total equity or the statement of cash flows.
Non-controlling interest in Recyclus Group Limited. On 14 September 2022 Recyclus Group Limited issued 13,437 ordinary shares to other investors for £678k, reducing the Group’s interest from 49% to 48.35% without a loss of control. The whole of the consideration was credited to the non-controlling interest, but only the increase in its share of Recyclus’s net liabilities, £336k, should have been attributed to it; the remaining £342k is attributable to owners of the parent. The correction moves £342k from non-controlling interests to the accumulated deficit at 1 July 2024 and 30 June 2025 (note 33).
Amount owed by the Company to Onshore Energy Limited. The £1,124k owed by the Company to its subsidiary Onshore Energy Limited has no repayment terms and is repayable on demand. It was presented within non-current liabilities in the Company statement of financial position at 30 June 2025 and is now presented within current trade and other payables (note 27). The amount at 1 July 2024, also presented as non-current, was £1,102k. The balance is eliminated on consolidation, so the Group is not affected.
The effect on each line item affected is as follows. The amounts at 1 July 2024 are given above and, for the Group, in the statement of changes in equity; a statement of financial position at that date is not presented.
|
|
As previously reported £000 |
Adjustment £000 |
Restated £000 |
|
Group – 1 July 2024 |
|
|
|
|
Accumulated deficit |
(12,723) |
342 |
(12,381) |
|
Equity attributable to owners of the parent |
14,609 |
342 |
14,951 |
|
Non-controlling interests |
(2,753) |
(342) |
(3,095) |
|
Total equity |
11,856 |
– |
11,856 |
|
|
|
|
|
|
Group – 30 June 2025 |
|
|
|
|
Accumulated deficit |
(25,377) |
342 |
(25,035) |
|
Equity attributable to owners of the parent |
3,287 |
342 |
3,629 |
|
Non-controlling interests |
(3,688) |
(342) |
(4,030) |
|
Total equity |
(401) |
– |
(401) |
|
|
|
|
|
|
Company – 30 June 2025 |
|
|
|
|
Trade and other payables – current liabilities |
2,118 |
1,124 |
3,242 |
|
Total current liabilities |
7,774 |
1,124 |
8,898 |
|
Trade and other payables – non-current liabilities |
1,124 |
(1,124) |
– |
|
Total non-current liabilities |
1,743 |
(1,124) |
619 |
|
Net assets |
6,766 |
– |
6,766 |
“As previously reported” for the Company is after the re-presentation of provisions described above.
Going Concern
Since January 2026, the Company has raised £2.6 million in new equity, has settled all its CLN holders by a mixture of cash and stock - a marked improvement from £6.2m in CLN liability to circa £2.3m in term loans. It has also worked hard to reset relationships with creditors and undertaken a programme of reducing aged creditors. It is therefore on a stronger footing in this reporting period and successfully issued a prospectus in July 2026 in relation thereto. Part of the funding taken after the reporting period came from a retail WRAP offer to shareholders, and the Company believes further such funding will be available. The Group has identified targets under its Mantle strategy which it believes will provide positive cash flow to the enlarged group. On 30 September 2026, the Company announced that it has entered binding terms, subject to completion of due diligence and raising further funds from the issue of new ordinary shares, for the acquisition of a company as part of its Mantle strategy.
The terms of repayment of the Company’s loan to Recyclus were amended in February 2026 to make Recyclus more attractive to third party investors, and the Company does not believe it will be required to make further significant funds available to Recyclus.
The Group is currently pursuing its capital structure strategy to ensure it has appropriate funding mechanisms in place to execute the next stage of its strategy, including its proposed acquisitions. A number of funding routes are being progressed. However, there can be no certainty that those mechanisms will be secured and although the Directors have been successful in raising finance in the past, no assurance can be given that funding will be available when it is required in future, or that it will be available on acceptable terms. At the date of approval of these financial statements, sufficient additional funding has not been secured.
The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have prepared cash flow forecasts covering the going concern assessment period and have considered both the Group's planned strategy and cash savings it would make in the event funding is not secured, including deferring its proposed acquisitions. It was considered prudent to include a downside scenario in which further funding is not secured and the Group does not complete its planned acquisitions
If sufficient funding is not secured, the Group would move immediately into cash-preservation mode. Under this scenario the Group would not complete the proposed acquisitions, discretionary investment would cease, exploration and other non-essential expenditure would be reduced significantly, Directors would defer remuneration and payments to existing creditors would need to be further deferred. The Directors' downside forecast demonstrates that these measures would materially reduce the Group's cash expenditure. Continued deferral of amounts due to existing creditors could adversely affect relationships with key counterparties and ultimately the Group's ability to continue its activities in the normal course of business.
The Directors therefore consider that the Group has approximately four months in which to secure sufficient additional funding and estimate that funding of approximately £1.0 million would be required under the downside scenario to meet essential expenditure beyond this period, address the most critical creditor balances and provide an appropriate minimum liquidity buffer. The Directors consider that the Group's requirement to secure additional funding within this period represents a material uncertainty as to the Group’s and the Company’s ability to continue as a going concern.
Having carefully considered the foregoing, the Directors nonetheless maintain their reasonable expectation that the Group and the Company will be able to access adequate resources from investors from further share placements or debt funding to continue in operational existence for the foreseeable future to meet its planned expenditure for at least 12 months from the date of approval of these consolidated financial statements and the consolidated financial statement have therefore been prepared on a going concern basis.
The financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that would arise if the Group and Company were unable to continue as a going concern.
New standards, amendments and interpretations
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 July 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
New standards, interpretations and amendments adopted in the accounts from 1 July 2025
|
Standards/interpretations |
Description |
|
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) |
The amendments set out how to assess whether a currency can be exchanged into another currency, and the rate to use when it cannot. The currencies used by the Group’s operations are all exchangeable, so the amendments had no effect. |
Standards issued but not yet effective and have not been applied in the accounts
|
Standards/interpretations/amendments |
Description/effect |
Effective from |
|
Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) - Contracts Referencing Nature-dependent Electricity |
The Group has no contracts for nature-dependent electricity and expects no effect. |
01/01/2026 |
|
Annual Improvements Volume 11 (issued on 18 July 2024) |
Narrow amendments to five standards. The Group does not expect a material effect. |
01/01/2026 |
|
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) |
The amendments deal with settling financial liabilities by electronic payment, financial assets with contingent or ESG-linked features, and related disclosures. The Group does not expect them to change the classification or measurement of its financial instruments. |
01/01/2026 |
|
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) |
IFRS 18 replaces IAS 1. It changes presentation and disclosure but not recognition or measurement. Its expected effect on the Group is described below the table. |
01/01/2027 |
|
IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) |
The Group does not expect to be eligible to apply IFRS 19. |
01/01/2027 |
Expected effect of IFRS 18
IFRS 18 classifies income and expenses into operating, investing and financing categories, with new subtotals for operating profit or loss and for profit or loss before financing and income taxes. For the Group, gains and losses on investments, such as financial assets at fair value through profit or loss, are expected to fall in the investing category, and interest and penalty interest on the convertible loan notes and other borrowings in the financing category. The statement of cash flows will start from operating profit or loss, and interest paid will be presented within financing activities. Any management-defined performance measures used in the Group’s public communications will need to be disclosed and reconciled. IFRS 18 was adopted for use in the UK on 10 December 2025 and first applies to the Group for the year ending 30 June 2028, with the comparative period restated. The Group has not yet quantified its effect.
The effective dates shown are for annual periods beginning on or after the date given. For the Group, amendments effective from 1 January 2026 first apply to the year ending 30 June 2027, and IFRS 18 and IFRS 19, effective from 1 January 2027, to the year ending 30 June 2028. Other standards and amendments issued but not yet effective, such as the amendments to IAS 21 on translation into a hyperinflationary presentation currency, are not expected to be relevant to the Group.
- Material accounting policies
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries as if they formed a single entity. Subsidiaries are entities over which the Group has control. Control exists when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
On acquisition, in the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values if acquiring a business or assigned a carrying amount based on relative fair value if acquiring an asset. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Group financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the Company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Acquisitions and disposals of non-controlling interests in subsidiaries that do not result in a loss of control are accounted as transactions within equity. The difference between the fair value of the consideration paid or received and the amount by which the non-controlling interests are adjusted is recognised in equity and attributed to equity holders of the parent company.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests. The share of the Recyclus sub-group’s results attributed to the non-controlling interest is measured after eliminating the interest and management fees charged to it by the Company, and after reversing Recyclus’s own accounting for the Company’s loans to it, both of which are eliminated on consolidation.
Recyclus Group Limited is consolidated as a subsidiary although the Group holds 48.35% of its equity. The judgement is explained in note 4.
Investment in subsidiaries
Investments in subsidiaries are initially measured at cost and reviewed for indicators of impairment at each reporting date. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control is obtained up to the date that control ceases.
Intra-group balances and any unrealised gains, losses, income or expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
Investment in associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.
When the Group loses significant influence over an associate, it stops applying the equity method from that date. Any interest it retains is measured at fair value, and the difference between the carrying amount of the associate and the fair value of the retained interest, together with any proceeds, is recognised in profit or loss. Amounts previously recognised in other comprehensive income in respect of the associate are reclassified on the same basis as if the associate had disposed of the related assets. The retained interest is then accounted for as a financial asset at fair value through profit or loss.
Revenue
The Group’s revenue arises in the Battery Recycling segment. It is measured at the consideration specified in the contract with the customer, net of rebates and excluding VAT.
Gate fees
Customers pay a fee for each tonne of batteries the Group accepts for recycling. The Group’s performance obligation is to take responsibility for the batteries from the customer, and revenue is recognised when it does so: on their arrival at the Group’s site or, where the Group collects them, on collection. Gate fees are typically payable within 30 days.
Black mass and recycled metals
The Group sells black mass and the copper, aluminium and other metals recovered in recycling. Revenue is recognised when control passes to the customer, which is on delivery to the customer or, where the customer collects the material, on collection. Black mass is sold to Glencore International AG at a provisional price: 70% of the provisional invoice is paid within about seven days of delivery, and the balance on a final invoice, which reflects Glencore’s assay of the material and metal prices after delivery and is typically issued three to four months later. The adjustment for the assay is variable consideration: revenue is recognised at the amount the Group expects to receive, to the extent that a significant reversal is highly unlikely and is adjusted when the assay is agreed. Because the final price also depends on metal prices after delivery, the receivable is measured at fair value through profit or loss and the change after delivery is recognised as a fair value gain or loss, not as revenue.
Other revenue
Freight charged to customers for collecting batteries is recognised when the collection is made. Rental of battery storage and transport boxes is recognised on a straight-line basis over the rental period, and sales of boxes on delivery. Revenue from evidence of battery recycling provided to producer compliance schemes is recognised when the evidence is issued.
Financial instruments
Financial assets
The Group classifies its financial assets in the following measurement categories:
• those to be measured at amortised cost
• those to be measured at fair value through other comprehensive income (FVTOCI); and
• those to be measured subsequently at fair value through profit or loss (FVTPL).
The classification depends on the business model for managing the financial assets and the contracted terms of the cash flows. 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 contracted cash flows; and
• the contractual terms give rise to cash flows that are solely payments of principal and interest.
Amortised cost
Financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the consolidated statement of comprehensive income.
Impairment provisions for receivables from related parties and loans to related parties 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.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Trade receivables assigned to a lender under the Group’s receivables financing facility are not derecognised, because the Group keeps substantially all their risks and rewards: the lender has full recourse to the Group for any receivable that is not paid. The receivables continue to be recognised in full, and the amount advanced is recognised as a borrowing.
Fair value through other comprehensive income
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments at FVTOCI are initially measured at fair value. Subsequently, they are measured at fair value with net changes in fair value recognised in other comprehensive income. Gains and losses on these financial assets are never recycled to profit or loss.
Fair value through profit or loss
Financial assets that do not meet the conditions for measurement at amortised cost or at fair value through other comprehensive income are measured at fair value through profit or loss. They include listed shares held for realisation, equity investments not designated at fair value through other comprehensive income and, in the Company’s financial statements, the loan to Recyclus Group Limited, whose conversion feature means that its cash flows are not solely payments of principal and interest. Changes in fair value are recognised in profit or loss.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets is determined based on the fair value hierarchy which prioritises the inputs to valuation techniques used to measure fair value into three broad levels:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: Unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined based on the lowest level input that is significant to the entire measurement.
Financial Liabilities
Basic financial liabilities, being trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
When the terms of a financial liability are modified, the Group assesses whether the modification is substantial. It is substantial if the present value of the cash flows under the new terms, including any fees paid or received and discounted at the original effective interest rate, differs by at least 10% from the present value of the remaining cash flows of the original liability, or if the terms have otherwise changed substantially. A substantial modification is accounted for as an extinguishment of the original liability and the recognition of a new liability at fair value, with the difference recognised in profit or loss. Otherwise, the liability is remeasured at the present value of the modified cash flows, discounted at the original effective interest rate, with the adjustment recognised in profit or loss, and any fees paid or received adjust its carrying amount and are recognised over the remaining term.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the consolidated statement of financial position are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined.
Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Pound Sterling at exchange rates ruling at the date of the consolidated statement of financial position. The revenues and expenses of operations are translated to Pound Sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised in other comprehensive income. They are reclassified to profit or loss upon disposal.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are reclassified to the profit or loss as part of the profit or loss on disposal.
Current and deferred income tax
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Research and development tax credits claimed under the SME scheme, under which most of the Group’s claims for the years ended 30 June 2023 and 2024 were made, are presented within taxation. They are recognised when it is probable that a claim will be accepted. Credits that relate to earlier periods are recognised as current tax in respect of prior periods in the year in which that point is reached. Research and development expenditure credits are accounted for as government grants, as described below.
Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS adjusts for the effect of potential ordinary shares, such as share options, warrants and convertible loan notes. Potential ordinary shares are treated as dilutive only when their conversion would increase the loss per share.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.
Plant and machinery 20 years
Fixtures and fittings 3-5 years
Leasehold improvements 10 years
Right-of-use assets 10 years
Office equipment 3 years
Intangible assets
Intangible assets not acquired as part of an asset acquisition are initially carried at cost. The consideration paid is allocated to assets and liabilities acquired based on their relative fair values, with transaction costs capitalised. No gain or loss is recognised.
Intangible assets acquired as part of a business combination, and separately recognised from goodwill, are capitalised and measured at their fair value at the date of acquisition.
Consideration paid in the form of equity instruments is measured by reference to the fair value of the asset acquired. The fair value of the assets acquired would be measured at the point control is obtained.
Exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences. Mineral evaluation and exploration costs which are capitalised as intangible assets include costs of licence acquisition, technical services and studies, exploration drilling and testing and appropriate technical and administrative. Exploration costs are capitalised as intangible assets pending the determination of the feasibility and the commercial viability of the project. Costs are capitalised only once the Group holds the legal right to explore the area concerned; costs incurred before a licence is obtained are expensed as incurred.
When the decision is taken to develop a mine, the related intangible assets are transferred to mines under development within property, plant and equipment and the exploration and evaluation costs are amortised over the estimated life of the project upon commercial production. Prior to reclassification to property, plant and equipment exploration and evaluation assets are assessed for impairment and any impairment loss is recognised immediately in the statement of comprehensive income.
Where a project is abandoned or is determined not economically viable, the related costs are written off.
The recoverability of deferred exploration and evaluation costs is dependent upon a number of factors common to the natural resource sector. These include the extent to which the Company can establish mineral reserves on its properties, the ability of the Company to obtain necessary financing to complete the development of such reserves and the future profitable production or proceeds from the disposition thereof.
Research and development
Research expenditure is recognised as an expense as incurred.
Development expenditure is capitalised as an intangible asset when the criteria set out in IAS 38 Intangible Assets are met. These criteria require the Group to demonstrate technical feasibility, intention and ability to complete and use or sell the asset, probable future economic benefits, availability of resources, and reliable measurement of costs.
Capitalised development costs are measured at cost, comprising directly attributable employee, materials and related overhead costs. Borrowing costs are capitalised where applicable in accordance with IAS 23 Borrowing Costs.
Amortisation commences when the asset is available for use and is recognised on a straight-line basis over its estimated useful life. Assets not yet available for use are tested annually for impairment and all development assets are reviewed for impairment where indicators arise, in accordance with IAS 36 Impairment of Assets.
Government grants relating to research and development are accounted for in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. Research and development expenditure credits, under which the Group’s claims for the year ended 30 June 2025 and later years are made, are taxable and are available whether or not the company claiming them has taxable profits. They are accounted for in the same way: they are presented in other income and are recognised as the qualifying expenditure is incurred, when there is reasonable assurance that they will be received, including credits expected on the year’s qualifying expenditure for which claims have not yet been made.
Government grants
Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received. Grants towards expenditure are recognised in profit or loss, within other income, in the periods in which the related costs are recognised. A grant received before its conditions are met is held as deferred income until they are, and a grant that becomes receivable for costs already incurred is recognised in profit or loss when it becomes receivable.
Impairment of non-financial assets
Exploration and evaluation assets
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that their carrying amount may exceed their recoverable amount, in particular when the right to explore an area has expired or will expire and is not expected to be renewed, when no substantive further expenditure on an area is budgeted or planned, when exploration has not found commercially viable quantities of mineral resources and the activity is to be discontinued, or when there is evidence that the carrying amount is unlikely to be recovered in full from development or sale. They are assessed for each licence area, at a level no larger than the Mineral Exploration segment, and any impairment is measured as described below.
Other non-financial assets, including investments in subsidiaries
The carrying amounts of the Group’s other non-financial assets, and of the Company’s investments in subsidiaries, are reviewed at the date of each consolidated statement of financial position to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Impairment is measured by comparing the carrying values of the asset with its recoverable amount. The recoverable amount of the asset is the higher of the asset’s fair value less costs of disposal and its value-in-use, which is measured by reference to discounted future cash flow.
An impairment loss is recognised in the Consolidated Statement of Comprehensive Income immediately.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the Consolidated Statement of Comprehensive Income immediately, unless the asset is carried at its revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Non-current assets and disposal groups held for sale
Non-current assets and disposal groups are classified as held for sale when their carrying amount will be recovered principally through a sale rather than through continuing use. That is the case when the asset or disposal group is available for immediate sale in its present condition, management is committed to a plan to sell, and a sale is highly probable and expected to be completed within one year. Immediately before classification, the carrying amounts of the assets are measured under the Group’s other accounting policies, including any impairment. The disposal group is then measured at the lower of its carrying amount and fair value less costs to sell, and its assets are not depreciated or amortised while it is held for sale. Its assets and liabilities are presented separately in the statement of financial position and are not offset. A disposal group that is a separate major line of business or geographical area of operations is presented as a discontinued operation.
Leases
As lessee, the Group assesses whether a contract contains a lease at inception of the contract. The Group recognises a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements where it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, where that rate cannot be readily determined, the lessee’s incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is presented as a separate line in the consolidated statement of financial position.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented within property plant and equipment in the consolidated statement of financial position.
Where the Group sells an asset and acquires it back under a hire purchase agreement, control of the asset does not pass to the buyer. The Group continues to recognise the asset, and the proceeds are recognised as a financial liability.
Trade and other receivables
Trade and other receivables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying amount of these assets approximates their fair value. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included in cash and cash equivalents in the statement of cash flows.
Interest paid, including interest on lease liabilities, and payments of the principal portion of lease liabilities are presented within financing activities in the statement of cash flows.
Trade and other payables
Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Provisions and contingent liabilities
A provision is recognised when the Group has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources will be required to settle it, and the amount can be estimated reliably. A provision is measured at the directors’ best estimate of the amount required to settle the obligation at the reporting date, discounted where the effect is material. A possible obligation that will be confirmed only by uncertain future events, or a present obligation that does not meet the conditions for recognition, is disclosed as a contingent liability unless an outflow is remote. Contingent assets are not recognised; they are disclosed where an inflow is probable.
Borrowings
Interest bearing debt facilities are initially recognised at fair value, net of directly attributable transaction costs. They are subsequently measured at amortised cost using the effective interest method, so that transaction costs are recognised in profit or loss over the term of the facility.
Borrowings with embedded derivative
Borrowings with embedded derivative liability held at fair value through profit and loss (‘FVTPL’)
Convertible debt with an embedded derivative liability pertains to borrowing where the holder has the right to convert the debt into a variable number of shares of the Company or a variable cash amount, such that the conversion feature does not meet the definition of equity under IAS 32 'Financial Instruments: Presentation'.
Initial recognition
The convertible debt is initially recognised by separating it into the host contract and the embedded derivative. The embedded derivative is measured at its fair value at initial recognition. The value of the host contract is determined as the difference between the proceeds received (net of transaction costs directly attributable to the issuance of the instrument) and the fair value of the embedded derivative.
Subsequent measurement
- Liability Component (Host Contract): After initial recognition, the liability component of the convertible debt (excluding the embedded derivative) is measured at amortised cost using the effective interest method. Interest expense, as calculated using the effective interest rate, is recognised in profit or loss.
- Embedded Derivative Liability: The embedded derivative is measured at fair value using a valuation technique suited to its terms, described in note 29, with changes in fair value recognised immediately in profit or loss. The derivative is revalued at each reporting date. Where an instrument contains more than one embedded feature and the features are not independent of one another, they are measured together as a single embedded derivative.
Conversion
- If the conversion option is exercised, the carrying amount of the liability component and the fair value of the embedded derivative at the date of conversion are transferred to equity, assuming the shares are issued. Any difference between the combined carrying amount and the number of shares issued multiplied by the share price at the conversion date is recognised in profit and loss.
- If the conversion right is not exercised, it lapses at the end of the conversion period. Any other embedded feature continues to be measured at fair value until it lapses or the host contract is settled.
Equity-classified borrowings with embedded derivative
Borrowings with embedded derivatives classified as equity refer to debt instruments that include a derivative component allowing for conversion into a fixed number of the Company’s own equity instruments in exchange for a fixed principal amount, such a conversion feature meets the definition of an equity instrument, rather than a financial liability.
Initial Recognition and Measurement
At initial recognition, the borrowing is separated into two components: (i) the liability component, which reflects the present value of future cash flows of the debt, and (ii) the equity component, representing the embedded derivative that allows conversion into equity. The equity component is recorded in a separate reserve within equity.
Subsequent Measurement
The liability component is subsequently measured at amortised cost using the effective interest method. The equity component is not remeasured after initial recognition, in accordance with IAS 32.
Conversion
Upon conversion of the borrowing into the Company’s equity instruments, the carrying amount of the liability component and the equity component are transferred to share capital and share premium, as applicable.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity and rank in full for all dividends or other distributions declared, made or paid on the ordinary share capital of the Company.
Share capital account represents the nominal value of the ordinary shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs directly attributable to issuing new shares are deducted from share premium or, where no premium arises, from retained earnings, net of any related income tax benefit.
Costs incurred before the reporting date on a share issue that is expected to be completed after it are carried as deferred share issue costs within other receivables and are deducted from equity when the shares are issued. Costs that relate jointly to issuing new shares and to listing existing shares are allocated between the two in proportion to the number of shares involved, and the part relating to the existing shares is recognised in profit or loss. Costs of an issue that does not proceed are recognised in profit or loss.
Warrant reserve represents equity-settled share-based payments made to third parties until such warrants are exercised. Only equity-settled share-based payments that will be settled by the Company exchanging a fixed amount of cash (or another financial asset) for a fixed number of its own equity instruments will be included in the Warrant reserve.
The convertible loan reserve represents the equity component of convertible loan instruments issued by the Company. This reserve arises from instruments that can be converted into a fixed number of the Company’s own equity instruments in exchange for a fixed principal amount, reflecting an equity-settled component in accordance with IAS 32 Financial Instruments: Presentation. The reserve is recorded at initial recognition of the convertible instrument and remains in equity until the conversion option is exercised or the instrument is redeemed. Upon conversion, the related balance in the reserve is transferred to share capital and share premium as applicable; if the instrument is redeemed, the reserve balance is transferred to retained earnings.
Share-based payment reserve represents equity-settled share-based payments made to directors and employees until such share-based payments are exercised.
Foreign exchange reserve represents:
- differences arising on the opening net assets retranslation at a closing rate that differs from opening rate; and
- differences arising from retranslating the Consolidated Statement of Comprehensive Income at exchange rates at the dates of transactions at average rates and assets and liabilities at the closing rate.
Retained earnings include all current and prior period results as disclosed in the Statement of Comprehensive Income.
Warrants
The Company estimates the fair value of share warrants using the Black-Scholes pricing model considering the terms and conditions upon which the warrants were issued. Warrants issued to subscribers together with shares, in their capacity as shareholders, are equity instruments where they will be settled by issuing a fixed number of shares for a fixed amount of cash. Where the shares are issued at a premium, the fair value of the warrants is deducted from share premium and credited to the warrant reserve; where they are issued at their nominal value, no part of the subscription proceeds is attributed to the warrants.
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-Scholes model. Where the value of the goods or services received in exchange for the share-based payment cannot be reliably estimated the fair value is measured by use of a Black-Scholes model.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to “Share-based payments reserve".
Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting or if the share options vest but are not exercised.
When share options lapse or are forfeited the respective amount recognised in the Share-based payment reserve is reversed and credited to accumulated profit and loss reserve.
Inventories
Inventories comprise work in progress: battery material received from gate-fee customers and in the course of processing, from which copper, aluminium, black mass and other materials are recovered for sale. The recovered materials are by-products of that service and their cost cannot be separated from the cost of the service, so inventories are measured at net realisable value, which is credited to cost of sales. Net realisable value is the estimated selling price less the estimated costs of completion and of sale.
Segment reporting
Operating segments are reported on the same basis as the information provided to the Executive Directors, who are the chief operating decision makers. The Group’s segments are described in note 5.
- Critical accounting estimates and judgements
The preparation of the financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Information about such judgements and estimates is contained in the accounting policies and/or the notes to the consolidated financial statements. The judgements, apart from those involving estimation, that have the most significant effect on the amounts recognised are set out first. They are followed by the key assumptions and other sources of estimation uncertainty that carry a significant risk of a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Critical accounting judgements
Recyclus accounted for as a Subsidiary
On 26 August 2021, the Company acquired 49% of a battery-recycling business, Recyclus Group Ltd (‘Recyclus’) for nil consideration (the percentage now held, being 48.35% reflects the impact of dilution after a fundraise by Recyclus).
The determination of whether the Company controls Recyclus, notwithstanding its sub-50% interest, is a significant judgement. The Directors have assessed the requirements of IFRS 10, having particular regard to the common directorship arrangements and the extent of Recyclus' financial dependency on the Company, and have concluded that the Company has controlled Recyclus since the date of acquisition. Recyclus is accordingly consolidated as a subsidiary. The directors have reassessed control at 30 June 2026. During the year the Company became entitled, under the letter of intent described below, to appoint directors to the Recyclus board and to second-ranking security over the assets of Recyclus and its subsidiaries, and Recyclus continued to depend on the Company for funding. The directors concluded that the Company continues to control Recyclus.
In prior periods, this judgement was assessed differently and Recyclus was accounted for as an associate under IAS 28. Following a limited scope review by the Corporate Reporting Review Team of the FRC in May 2024, the Directors re-assessed the treatment and concluded that control existed from the date of acquisition. The comparative figures in the 2025 financial statements were restated in accordance with IAS 8, with the acquisition accounted for under IFRS 3. Full details of the basis for this judgement, the FRC review, and the financial impact of the restatement are set out in note 36 in the Annual report for the year ended 30 June 2025, which is available on the Company’s website.
Loan to Recyclus - see note 21
The Company has lent to Recyclus Group Limited since 2021 to fund its development; with accrued interest and management fees the loan was £9,643k at 31 December 2025, and its terms were revised in February 2026, as described under ‘Legal effect of the Recyclus letter of intent’ below. Classification of the loan involves a further significant judgement. The loan contains a conversion feature which the Directors have concluded does not meet the Solely Payments of Principal and Interest ('SPPI') condition under IFRS 9. The loan is accordingly measured at fair value through profit or loss rather than at amortised cost. Its fair value at 30 June 2026 was estimated by external valuation advisers engaged by the Company, and its fair value at 30 June 2025 by a different third-party expert. Full details of the SPPI assessment and the restatement of the loan from amortised cost are set out in notes 21 and 36 in the Annual report for the year ended 30 June 2025, which is available on the Company’s website.
Legal effect of the Recyclus letter of intent (Company)
In February 2026 the Company and Recyclus signed a letter of intent setting out the principal terms of a new agreement to replace the loan agreement of February 2022: a seven-year term; second-ranking security over the assets of Recyclus and its subsidiaries; interest stepping up to the Bank of England base rate in years two and three and to base rate plus 3% thereafter; no interest payable until the first anniversary and no principal until the second; a discount for repayment within three years; and a right for the Company to appoint directors to the Recyclus board. No long-form agreement has been entered into, and the letter of intent remains the agreement that sets out the terms of the loan. The letter of intent is stated to be binding and effective from February 2026, and the Company’s announcement of 5 March 2026 described it as a binding letter of intent, although it also referred to a new agreement that would be entered into. The directors have concluded that the letter of intent is legally binding and has had effect since it was countersigned on 20 February 2026, and the loan has been measured on its terms. The revised terms changed the loan substantially: they extended its term to seven years, deferred all payments of interest for a year and of principal for two years, replaced the fixed rate with a stepped rate, and added security and the right to appoint directors to the Recyclus board. The directors have therefore concluded that the loan made under the February 2022 agreement was derecognised on 20 February 2026 and a new loan on the revised terms recognised, also measured at fair value through profit or loss. Because both are measured at fair value through profit or loss, this conclusion does not change the Company’s loss for the year or the carrying amount of the loan at 30 June 2026; it affects how the change in the loan’s value is described (note 21).
Deeds of Restructure and Standstill: extinguishment of the Swann and Atlas instruments
On 12 December 2025 the Company entered into Deeds of Restructure and Standstill with the holder of the Swann loan notes and the holder of the Atlas convertible bonds, Atlas Special Opportunities II, LLC (‘Atlas’). The deeds fixed the amount owed to the holder of the Swann loan notes at £3,400,000 and the total owed to Atlas, across the bonds, the accrued coupon and Atlas’s disputed claims, at £1,700,000; stopped interest and coupon accruing from that date; and suspended the holders’ rights to convert and to enforce while a placing to fund the settlements was completed. The directors have concluded that the deeds extinguished the existing liabilities, which were derecognised on 12 December 2025 and replaced by new liabilities at the restructured amounts. The conclusion rests on the nature of the changes rather than on a comparison of cash flows: instruments that bore interest, carried conversion rights and fell due on fixed dates were replaced by fixed amounts, bearing no interest, to be settled from the proceeds of a placing, and Atlas’s disputed claims were compromised. Measured by cash flows alone, the present value of the cash flows under the new terms, discounted at the original effective interest rates, differed from that of the Swann loan notes by between 3.2% and 8.2% on the dates tested up to the admission of the placing shares on 20 July 2026, below the 10% at which the terms would in any event be regarded as substantially different; for the Atlas bonds the difference was between 2.5% and 5.0% if the deed is read as suspending coupon, and above 10% for two of the three bonds if it is read as cancelling coupon to maturity. On extinguishment the Swann loan notes, carried at £3,336,000, were replaced by a liability of £3,400,000, a loss of £64,000; and the Atlas bonds and accrued coupon, the embedded derivative and the provision for Atlas’s claims, together £2,570,000, were replaced by a liability of £1,700,000, a gain of £870,000. The net gain of £806,000 is presented on a separate line in the income statement, and the equity component of the Swann loan notes, £295,000, was transferred from the convertible loan reserve to retained losses. The judgement affects presentation rather than the loss for the year or net assets: had the deeds been treated as modifying the existing liabilities, the same net amount would have been included in finance costs and in the gain on derivative financial liabilities, and the convertible loan reserve would have remained in equity.
Halo classified as held for sale
Halo Battery Recycling Limited, a subsidiary of Recyclus, was sold on 23 July 2026. The directors have concluded that it met each of the conditions for classification as held for sale at 30 June 2026. It was available for immediate sale in its present condition: its site at Tipton was not operating and the sale was of its shares. Recyclus was committed to the sale and had found a buyer: heads of agreement were signed on 3 June 2026, the buyer paid £50,000 on 24 June 2026, to be applied to the price on completion, and exclusivity was granted on 25 June 2026. The price was agreed at arm’s length with an unconnected buyer and so was reasonable in relation to fair value; the business was not offered to other buyers, which the directors consider did not prevent classification. The sale was highly probable and expected to complete within a year. In reaching that view the directors took into account that no binding sale agreement existed at the reporting date, that the exclusivity agreement stated that it was not itself an agreement for sale and that the prospectus published on 17 July 2026 said that completion was not certain. Halo is not a discontinued operation, because it is one of three businesses within the battery recycling segment rather than a separate major line of business. On classification, Halo was measured at its fair value less costs to sell of £187,752, being the agreed price of £216,482 less costs of disposal of £28,730. The resulting impairment of £826,000, of which £427,000 is attributable to non-controlling interests, is presented as impairment of non-financial assets.
Loss of significant influence over the Idaho associates
On 30 August 2025 Bluebird Metals LLC acquired a further 10% of Technology Minerals Idaho 1 Limited and Emperium 1 Holdings Limited, in return for meeting their licence fees for 2025-2026, reducing the Group’s interest in each to 10%. The directors have concluded that the Group lost significant influence over both companies on that date: neither agreement gives the Group a right to appoint directors or to take part in policy decisions, and the Group has taken no part in those decisions since. The retained interest is measured at fair value through profit or loss, at £141,000 at 30 June 2026, based on the licence fees Bluebird met for an equivalent 10% interest (US$186,920) translated at the closing rate, and a loss of £155,000 was recognised on the loss of significant influence.
Classification of conversion features as equity or liability
The Group’s convertible loan notes contain conversion features. A conversion feature is equity only if it will be settled by issuing a fixed number of shares for a fixed amount. The conversion features of the Swann loan notes met that test when the notes were issued and were held in the convertible loan reserve (£295,000) until the notes were extinguished on 12 December 2025, when the reserve was transferred to retained losses. Those of the Atlas and CLG bonds did not, because the number of shares varies with the share price, and were measured as derivative financial liabilities at fair value through profit or loss. The CLG conversion right lapsed when the bonds matured in January 2026. The Atlas embedded derivative was derecognised with the bonds on 12 December 2025; the holder’s right to convert was suspended under the deed and lapsed when the settlement completed on 20 July 2026. No derivative financial liability remained at 30 June 2026 (note 29).
Warrants issued with the January 2026 subscription
The 350,000,000 warrants granted with the shares issued in the January 2026 subscription are exercisable at 0.1p per share. The subscription letters define the exercise price as the nominal value of the shares, not by reference to the price of a later placing. Because both the exercise price and the number of shares are fixed, the directors have concluded that the warrants are equity instruments rather than a financial liability, and no part of the subscription proceeds has been attributed to them (note 32). The warrants were constituted by a warrant instrument executed on 20 July 2026 and are exercisable until 14 January 2031. The instrument adjusts the exercise price and the number of shares only for bonus issues and for consolidations and sub-divisions of the shares, and for other events if an independent expert determines that an adjustment is fair and reasonable, in each case to preserve the holders’ position relative to shareholders. The directors consider that these adjustments do not prevent the warrants from being equity instruments.
The impairment of the Company’s investments in subsidiaries and of the exploration and evaluation assets, and the provision for penalty interest on the CLG bonds, involve judgement as well as estimation, and are described under key sources of estimation uncertainty below.
Key sources of estimation uncertainty
Fair value of the loan to Recyclus (Company)
The loan to Recyclus Group Limited is measured at fair value using a discounted cash flow model of its contractual cash flows under the terms of the February 2026 letter of intent, including the discount for early repayment and the amount that would be recovered if Recyclus defaulted. The significant unobservable input is the discount rate of 21%, which reflects the credit standing of Recyclus. It starts from the credit spread over gilts implied by the asset finance facility a Recyclus subsidiary drew from Close Brothers in July 2025, of about 10.5%, adjusts it for the movement in spreads on CCC-rated corporate bonds to 30 June 2026, for the loan ranking behind Close Brothers, for its longer term, for the deferral of payments and for its size, and adds the gilt yield for the loan’s term. The result was checked against yields on CCC-rated corporate bonds. The fair value at 30 June 2026 is £5.30 million (2025: £7.29 million), and the fair value loss of £2.32 million is recognised in the Company’s profit or loss; the loan eliminates on consolidation. A discount rate within the range of 20.4% to 25.4%, which the directors consider reasonably possible, would give a fair value between £5.41 million and £4.59 million. As an illustration of the sensitivity, a one percentage point increase in the rate would reduce the fair value by £175,000, and a one point decrease would increase it by £184,000.
Unquoted financial assets – see note 18
The Group’s investment at fair value through other comprehensive income is an unquoted shareholding in My Club Web Services Limited (formerly MyClubBetting.com Limited), carried at its cost of £30,000 (2025: £30,000). Whether cost remains an appropriate estimate of its fair value requires judgement. The following describes the basis and considerations made by management in this determination:
Operating activities and future plans of the Investee: Management reviewed the operating activities and future plans of the investees. The information provided evidence to support the view that the fair value has not significantly changed from cost.
Market and Economic Indicators: Management considered relevant market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments.
Impairment Indicators: Management continuously evaluates for any indications of impairment. If there were any external or internal indicators suggesting that the investment might be impaired, a detailed impairment assessment would be undertaken.
Impairment of investments in subsidiaries (Company) – see note 19
The Company’s investments in subsidiaries of £6,720k and its loans to them of £1,362k are reviewed at each reporting date for indicators of impairment, and the Company’s market capitalisation was below its net assets throughout the year. Most of the investment relates to Onshore Energy Limited, through which the Group acquired its interest in Cameroon, and its recoverable amount depends on the same assumptions as the Cameroon exploration assets described below. The directors have concluded that, apart from the investment in Techmin Limited, which was written off in the year (note 19), the Company’s investments in subsidiaries are not impaired. The loans to subsidiaries are stated after the loss allowance described in note 21.
Impairment of exploration and evaluation costs – see note 17
Determination as to whether, and by how much, an asset or cash generating unit is impaired involves management estimates. Management uses the following indicators to assess whether impairment has occurred (the list is not exhaustive):
• The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future and is not expected to be renewed.
• Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.
• Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.
• Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full on successful development or by sale.
The directors have considered these indicators for the Group’s exploration assets in Spain and Cameroon at 30 June 2026 and have concluded that there is no indication that either is impaired, and no impairment has been recognised. The Spanish permit was extended after the year end to 21 June 2028. The five permits in Cameroon have expired; the directors expect them to be renewed, applications for their renewal are being prepared under Cameroon’s revised mining code, and the directors intend to advance the projects principally with joint venture or farm-in partners. The carrying amount of the Cameroon exploration assets therefore depends on the permits being renewed and, on the Group, securing the funding, directly or through partners, to explore them (note 17).
Penalty interest on the CLG bonds
The Company recognises a provision of £357,000 (2025: £269,000) for penalty interest claimed on the CLG bonds, presented on a separate line within current liabilities. It is a provision rather than a contractual payment under the bonds, because the bond conditions make default amounts payable only on a written declaration by the holder, and whether a valid declaration was made is disputed: the holder asserts that it accelerated the bonds in 2024, which the Company does not accept. The provision is the directors’ best estimate, calculated at 2% a month on the principal for the periods in which interest was not paid when due and, after the bonds matured unpaid in January 2026, until 30 June 2026, the basis described in the 2025 financial statements, with part months apportioned: £288,000 to maturity and £69,000 from maturity to 30 June 2026. The amount payable could be nil, if no valid declaration was made, or higher, if the holder’s position were upheld, as described in notes 29 and 30. The Company and the holder entered into a deed of settlement on 31 July 2026, described in note 37.
Research and development expenditure credits for 2026
Other income includes £145,000 of research and development expenditure credits on the Group’s qualifying expenditure in the year ended 30 June 2026, for which claims have not yet been made, and the same amount is included in trade and other receivables (note 24). It is the directors’ estimate, made on the basis of the claims for the year ended 30 June 2025, which gave credits of £168,000. The amount received will depend on the qualifying expenditure identified when the claims are prepared and on HMRC accepting them.
- Operating Segments
In accordance with IFRS 8 ‘Operational Segments,’ the Group determines and presents operating segments based on the information that is provided internally to the Executive Directors, who are the Group's chief operating decision makers (“CODM”). The operating segments are aggregated if they meet certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components, and is:
- Expected to generate revenues and incur expenses.
- Regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.
- For which discrete financial information is available.
Based on the above criteria, the Group has identified its reportable segments as:
- Mineral Exploration: This segment is engaged in the exploration and assessment of mineral deposits.
- Battery Recycling: This segment is involved in the recycling of batteries to recover valuable materials.
- Other: This segment includes expenditure, corporate assets and corporate liabilities that are managed on a group basis.
Measurement:
The CODM assesses the performance of the operating segments on the basis of each segment's loss for the year, which includes finance costs and taxation.
Below is a summary of the Group's results, assets and liabilities by reportable segment as presented to the Executive Board.
|
|
Mineral exploration |
Battery recycling |
Other
|
Total
|
|
|
£000 |
£000 |
£000 |
£000 |
|
Year ended 30 June 2026 |
|
|
|
|
|
Revenue |
- |
2,858 |
- |
2,858 |
|
Cost of sales |
- |
(239) |
- |
(239) |
|
Operating expenses |
(154) |
(4,411) |
(797) |
(5,362) |
|
Total segment loss for the year |
(154) |
(1,792) |
(797) |
(2,743) |
|
|
|
|
|
|
|
Year ended 30 June 2025 |
|
|
|
|
|
Revenue |
- |
1,499 |
- |
1,499 |
|
Cost of sales |
- |
(358) |
- |
(358) |
|
Operating expenses |
(346) |
(2,926) |
(11,445) |
(14,717) |
|
Total segment loss for the year |
(346) |
(1,785) |
(11,445) |
(13,576) |
|
|
|
|
|
|
|
Total segment assets |
|
|
|
|
|
At 30 June 2026 |
6,257 |
4,373 |
692 |
11,322 |
|
At 30 June 2025 |
6,691 |
4,935 |
493 |
12,119 |
|
|
|
|
|
|
|
Total segment liabilities |
|
|
|
|
|
At 30 June 2026 |
(70) |
(4,925) |
(9,108) |
(14,103) |
|
At 30 June 2025 |
(17) |
(4,124) |
(8,379) |
(12,520) |
Non-current assets other than financial instruments are located as follows. The United States amount in 2025 is the investment in the Idaho associates.
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
United Kingdom |
2,495 |
4,335 |
|
Cameroon |
6,033 |
6,010 |
|
Spain |
505 |
491 |
|
United States |
- |
293 |
|
Non-current assets |
9,033 |
11,129 |
- Revenue
All of the Group’s revenue arises in the Battery Recycling segment. Revenue by stream was:
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Gate fees |
1,802 |
948 |
|
Black mass |
440 |
193 |
|
Recycled metals |
195 |
69 |
|
Freight charged to customers |
174 |
56 |
|
Compliance scheme evidence |
56 |
41 |
|
Battery boxes and other |
191 |
192 |
|
Revenue |
2,858 |
1,499 |
Battery box rental income is recognised over the rental period and the rest of the Group’s revenue at a point in time. Revenue from customers outside the United Kingdom, from sales of black mass to Glencore International AG in Switzerland, was £440k (2025: £183k); the rest of the Group’s revenue was from customers in the United Kingdom. Two customers each accounted for more than 10% of the Group’s revenue, £780k and £440k (2025: £217k and £183k).
- Cost of sales and administrative expenses
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Legal and professional fees |
439 |
839 |
|
Employee benefit expense |
2,767 |
2,412 |
|
Share-based payment charge |
23 |
45 |
|
Advertising and marketing |
109 |
122 |
|
Audit and tax fees |
168 |
282 |
|
Depreciation |
3 |
2 |
|
Other operating expenses |
1,756 |
1,281 |
|
|
5,265 |
4,983 |
Cost of sales comprises:
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Depreciation of plant and right-of-use assets used in battery recycling |
361 |
358 |
|
Work in progress recovered as by-products, at net realisable value |
(122) |
- |
|
|
239 |
358 |
Cost of sales is the depreciation of the plant and right-of-use assets used in battery recycling, less the net realisable value of the work in progress from which by-products of the gate-fee service are recovered (note 23). The other costs of the recycling operations are included in administrative expenses, as in 2025.
- Auditors’ remuneration
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Audit of the Company and the consolidated financial statements |
53 |
165 |
|
Audit of the Company's subsidiaries |
68 |
- |
|
Audit of the Company’s subsidiaries for the year ended 30 June 2025 |
49 |
- |
|
|
170 |
165 |
- Employees and Directors
Staff costs
The Group’s staff costs, including those of the directors, were:
|
|
2026 |
2025 |
|
Directors’ salaries and fees |
959 |
799 |
|
Pay in lieu of notice |
132 |
– |
|
Wages and salaries |
1,340 |
1,348 |
|
Social security costs |
300 |
230 |
|
Other pension costs |
36 |
35 |
|
Share-based payment charge |
23 |
45 |
|
Total staff costs |
2,790 |
2,457 |
The 2025 figures have been re-presented to show other pension costs separately; they were previously included in social security costs. The Company’s staff costs, all of which relate to its directors, were £749k (2025: £690k).
Average number of persons employed
The average monthly number of persons employed by the Group during the year, including directors who receive remuneration, was 41 (2025: 35). The Company has no employees other than its directors, of whom there were an average of 6.5 during the year (2025: 6.5).
Directors’ remuneration
The remuneration of the directors of the Company for their services to the Group was:
|
|
2026 |
2025 |
|
Aggregate emoluments in respect of qualifying services |
947 |
799 |
|
Company contributions to money purchase pension schemes |
8 |
12 |
|
Compensation for loss of office |
132 |
– |
|
Total |
1,087 |
811 |
Emoluments include £429k paid by Recyclus Group Limited to directors of the Company who are also directors of Recyclus Group Limited for their services to the Recyclus group. Retirement benefits were accruing to four directors (2025: four) under money purchase pension schemes. No director exercised share options during the year. Compensation for loss of office is the pay in lieu of notice of £132k payable to Robin Brundle, who ceased to be a director on 8 June 2026, in twelve monthly instalments from 30 June 2026. Details of each director’s remuneration are set out in the audited part of the directors’ remuneration report.
Key management personnel
Key management personnel are the directors of the Company. Their compensation, including employer’s national insurance and amounts paid by Recyclus Group Limited, was:
|
|
2026 |
2025 |
|
Short-term employee benefits |
1,063 |
884 |
|
Post-employment benefits |
8 |
12 |
|
Termination benefits |
152 |
– |
|
Share-based payment |
15 |
30 |
|
Total key management personnel compensation |
1,238 |
926 |
Termination benefits are Robin Brundle’s pay in lieu of notice of £132k with employer’s national insurance of £20k. The share-based payment is the charge for share options held by two non-executive directors (note 32).
- Other income
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Grants received |
556 |
316 |
|
Research and development expenditure credits |
313 |
- |
|
Other |
6 |
27 |
|
|
875 |
343 |
Grants received are grants from Innovate UK of £69k to Recyclus Group Limited and £487k to LiBatt Recycling Limited. The £69k is the final claim under Recyclus Group Limited’s UK Battery Recycling Scale-up grant, for costs to 12 June 2025, which was recognised when it was received in September 2025, its payment having depended on an independent assurance report on the claim. The £487k is LiBatt’s grant for the year under COMET, a collaborative research and development project led by Mint Biomining Limited and funded through the Advanced Propulsion Centre, under a grant offer letter of 27 August 2025. LiBatt’s grant over the project is £626k, 43.5% of its eligible project costs, paid quarterly in arrears on claims for eligible costs incurred and paid; it received £384k in the year and £102k was receivable at 30 June 2026 (note 24). Innovate UK may withhold payments, or terminate the grant and reclaim amounts paid, if the terms of the award are not complied with. No conditions attaching to the grant income recognised were unfulfilled at 30 June 2026. In June 2026 Recyclus Group Limited was awarded a grant of £325k under the ReCAM project, 70% of its eligible costs of £464k, for a project running from 1 July 2026 to 30 June 2028; no income was recognised in the year.
Research and development expenditure credits are the credits claimed by Recyclus Group companies for the year ended 30 June 2025, £168k, which were received in the year, and the Group’s estimate of £145k for the year ended 30 June 2026, for which claims have not yet been made (note 4). They are accounted for as government grants (note 3).
- Net finance costs
|
|
2026 |
2025 |
|
Interest on convertible loan notes |
556 |
924 |
|
Provisions for default claims on convertible loan notes |
332 |
593 |
|
Release of provisions for default claims |
(74) |
– |
|
Interest on other loans |
287 |
129 |
|
Other interest payable |
165 |
203 |
|
Finance costs |
1,266 |
1,849 |
|
(Gain)/loss on the fair value of derivative financial liabilities |
(129) |
313 |
|
Gain on extinguishment of financial liabilities: Atlas bonds |
(870) |
- |
|
Loss on extinguishment of financial liabilities: Swann loan notes |
64 |
- |
|
Net finance costs |
331 |
2,162 |
Finance costs were £1,266k (2025: £1,849k). The Deeds of Restructure and Standstill of 12 December 2025 stopped contractual interest on the Swann loan notes and the Atlas bonds and are accounted for as extinguishing both instruments (note 4). The gain or loss on extinguishment is the difference between the carrying amounts derecognised, including for the Atlas bonds the embedded derivative and the provision for the holder’s claim, and the new liabilities recognised at the restructured amounts of £1,700k and £3,400k (note 29). The gain on derivative financial liabilities arose on the CLG embedded derivative, which was released when the bonds matured in January 2026.
Interest on other loans includes the discount charges and fees on the receivables financing facility and interest on the asset finance facility (note 29). Other interest payable includes interest on lease liabilities. The 2025 figures are as previously published.
- Loss on loss of significant influence over associates
On 30 August 2025 Bluebird Metals LLC acquired a further 10% interest in each of Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited, which hold the Group’s copper-cobalt interests in Idaho, USA. The consideration was Bluebird’s payment of the 2025-26 claim maintenance fees on the Idaho claims, of USD 186,920. The Group’s interest in each company fell from 20% to 10%, and from that date the Group ceased to have significant influence over them.
The retained interests were measured at their fair value of £138k on 30 August 2025 and are carried at fair value through profit or loss (note 25). The loss of £155k is the difference between the carrying amount of the investments in associates of £293k (note 20) and that fair value.
In the year ended 30 June 2025 the Group recognised a gain of £433k on the sale of LRH Resources Limited, completed on 4 February 2025, for which it received shares in Critical Metals Corp (note 25).
In FY2025 the loss of £7m was in relation to the sale of part of the Company’s investment in the Idaho assets.
- Change in fair value of financial assets at FVTPL
The gain of £108k (2025: loss of £134k) comprises the gain on the Group’s shares in Critical Metals Corp, all of which were sold during the year, and the change in the fair value of its interests in Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited. Both are shown in note 25. The loss in 2025 arose on the shares in Critical Metals Corp.
- Taxation
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Current tax |
(316) |
- |
|
Deferred tax |
- |
- |
|
Total income tax expense |
(316) |
- |
The tax credit of £316k is research and development tax credits received by Recyclus Group companies for the years ended 30 June 2023 and 2024, claimed mainly under the SME scheme. The claims were made after the returns for those years had been filed, and the credits are recognised in the year in which HMRC accepted them. The credits for the year ended 30 June 2025, £168k, were claimed under the expenditure credit scheme and are presented in other income (note 10), together with the estimate of £145k for the year ended 30 June 2026 (note 4).
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Loss before tax from continuing operations |
(3,059) |
(13,576) |
|
Profit/(loss) before tax from discontinued operations |
– |
- |
|
Loss before tax |
(3,059) |
(13,576) |
|
|
|
|
|
Tax using the Company’s domestic tax rate 25% (25%) |
(765) |
(3,394) |
|
Effect of expenses not deductible and income not taxable |
319 |
103 |
|
Fair value loss on intra-group loan deductible in the Company |
(580) |
– |
|
Utilisation of tax losses |
(45) |
(5) |
|
Differences in overseas tax rates |
(5) |
(5) |
|
Research and development tax credits for earlier periods |
(316) |
– |
|
Tax losses carried forward |
1,076 |
3,301 |
|
Total tax expense |
(316) |
- |
Effective tax rate
The effective tax rate was 10% (2025: nil). Tax charges are affected by the mix of profits and tax jurisdictions in which the Group operates. The impact of unrecognised tax losses and non-deductible items increases the Group’s overall effective tax rate.
At 30 June 2026 the Group had estimated unused tax losses of £34,777,000 (2025: £30,671,000) available to carry forward and include £12,771,000 (2025: £11,803,000) of losses of Recyclus Group Limited and its subsidiaries, which can be used only against the profits of those companies. Losses of £405,000 in Cameroon expire four years after the year in which they arose; the other losses do not expire. No deferred tax asset has been recognised for these losses because it is not probable that taxable profits will be available against which they can be used. The unrecognised deferred tax asset is £8,694,000 (2025: £7,668,000). Losses of £3,000,000 relate to Halo Battery Recycling Limited, which left the Group on its sale in July 2026 (note 37). The 2025 figures have been re-presented to include the losses of Recyclus Group companies, after losses surrendered for research and development tax credits for earlier years, and to exclude those of LRH Resources Limited, which left the Group in February 2025; the amounts previously disclosed were £19,317,000 and £4,829,000. The amounts are estimates, pending the finalisation of the companies’ tax returns.
- Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
(Loss) for the year attributable to equity holders of the company |
(1,983) |
(12,644) |
|
Continuing operations |
(1,983) |
(12,644) |
|
Discontinued operations |
– |
- |
|
Total loss for the year from operations attributable to equity holders of the parent |
(1,983) |
(12,644) |
|
Weighted average number of ordinary shares in issue |
2,907,544,900 |
2,084,199,948 |
|
|
|
|
|
Basic and fully diluted loss per share in pence |
|
|
|
- from operations |
(0.07) |
(0.61) |
Diluted loss per share is the same as basic loss per share in both years. Because the Group made a loss, the exercise of share options and warrants and the conversion of convertible loan notes would reduce the loss per share. The instruments excluded from the calculation for this reason were 119,663,562 share options (2025: 119,663,562), 360,117,429 warrants (2025: 142,926,803) and the convertible loan notes (note 29).
After the year end the Company issued 10,035,126,752 new ordinary shares in the placing, in settlement of the convertible loan notes and of amounts owed to other creditors and directors, and under a retail offer (note 37), which would have increased significantly the number of ordinary shares outstanding had they been issued before 30 June 2026. In July 2026 each ordinary share was subdivided into one new ordinary share and one deferred share. The number of ordinary shares did not change, so the loss per share has not been restated.
- Property, plant and equipment
Group
|
|
Plant and |
Office |
Leasehold |
Right-of-use |
Total |
|
Cost |
|
|
|
|
|
|
1 July 2024 |
2,747 |
51 |
922 |
1,267 |
4,987 |
|
Additions |
45 |
1 |
– |
– |
46 |
|
30 June 2025 |
2,792 |
52 |
922 |
1,267 |
5,033 |
|
Additions |
114 |
11 |
9 |
– |
134 |
|
Disposals |
(80) |
(9) |
– |
– |
(89) |
|
Transferred to assets held for sale |
(1,058) |
(3) |
(214) |
(655) |
(1,930) |
|
30 June 2026 |
1,768 |
51 |
717 |
612 |
3,148 |
|
|
|
|
|
|
|
|
Depreciation and impairment |
|
|
|
|
|
|
1 July 2024 |
(92) |
(24) |
(12) |
(343) |
(471) |
|
Depreciation charge |
(136) |
(13) |
(84) |
(127) |
(360) |
|
30 June 2025 |
(228) |
(37) |
(96) |
(470) |
(831) |
|
Depreciation charge |
(140) |
(13) |
(84) |
(127) |
(364) |
|
Impairment |
(461) |
(1) |
(89) |
(176) |
(727) |
|
Disposals |
1 |
10 |
– |
– |
11 |
|
Transferred to assets held for sale |
620 |
2 |
129 |
487 |
1,238 |
|
30 June 2026 |
(208) |
(39) |
(140) |
(286) |
(673) |
|
|
|
|
|
|
|
|
Net book value 30 June 2026 |
1,560 |
12 |
577 |
326 |
2,475 |
|
Net book value 30 June 2025 |
2,564 |
15 |
826 |
797 |
4,202 |
On classifying Halo Battery Recycling Limited as held for sale at 30 June 2026, its plant and equipment and right-of-use asset were written down to fair value less costs of disposal, an impairment of £727k, and their remaining carrying amounts were transferred to assets held for sale (note 22).
In July 2025 LiBatt Recycling Limited sold three items of plant to Close Brothers Limited and hired them back under a hire purchase agreement. The Group kept control of the plant, which continues to be recognised in property, plant and equipment; the £1.1m received is presented in borrowings (note 29).
Disposals are principally machinery bought in July 2025 and returned to the supplier in January 2026. Disposals of office equipment are computer equipment, fully depreciated, scrapped by the Company and by Techmin Limited.
Depreciation of the battery recycling companies’ assets is included in cost of sales; other depreciation is included in administrative expenses.
Property, plant and equipment pledged as security for the Group’s borrowings is described in note 29.
Right-of-use assets
At 30 June 2026 the Group’s right-of-use asset is its lease of the site in Wolverhampton, which runs for 10 years at a fixed rent. The lease of the site in Tipton was held by Halo and is included in the disposal group (note 22). See note 28 for the lease liabilities.
Company
|
|
Office |
Total |
|
Cost |
|
|
|
1 July 2024 |
5 |
5 |
|
Additions |
– |
– |
|
30 June 2025 |
5 |
5 |
|
Disposals |
(5) |
(5) |
|
30 June 2026 |
– |
– |
|
|
|
|
|
Depreciation |
|
|
|
1 July 2024 |
(2) |
(2) |
|
Depreciation charge |
(2) |
(2) |
|
30 June 2025 |
(4) |
(4) |
|
Depreciation charge |
(1) |
(1) |
|
Disposals |
5 |
5 |
|
30 June 2026 |
– |
– |
|
|
|
|
|
Net book value 30 June 2026 |
– |
– |
|
Net book value 30 June 2025 |
1 |
1 |
The Company’s computer equipment, fully depreciated, was scrapped during the year.
- Intangible assets
|
Cost |
Mineral exploration £000 |
Battery Box £000 |
Total £000 | |
|
1 July 2024 |
15,135 |
118 |
15,253 | |
|
Additions |
20 |
- |
20 | |
|
FX |
(82) |
- |
(82) | |
|
Impairment |
(310) |
- |
(310) | |
|
Disposed of on sale of Idaho subsidiaries |
(8,248) |
- |
(8,248) | |
|
30 June 2025 |
6,515 |
118 |
6,633 | |
|
Additions |
35 |
– |
35 | |
|
FX |
2 |
– |
2 | |
|
Impairment |
(13) |
(99) |
(112) | |
|
30 June 2026 |
6,539 |
19 |
6,558 | |
|
Accumulated amortisation |
|
|
| |
|
1 July 2024 |
- |
- |
- | |
|
Amortisation |
- |
- |
- | |
|
30 June 2025 |
- |
- |
- | |
|
Amortisation |
- |
- |
- | |
|
30 June 2026 |
- |
- |
- | |
|
|
|
|
| |
|
Net book value 30 June 2026 |
6,539 |
19 |
6,558 | |
|
Net book value 30 June 2025 |
6,515 |
118 |
6,633 | |
Mineral exploration assets are the Group’s exploration and evaluation expenditure on its licence areas in Cameroon and Spain, and in Cornwall. Additions in the year were licence and exploration costs in Cameroon and Spain. The Group’s exploration interest in Cornwall, held by Mantle Infrastructure Ltd (formerly Cornish Battery Metals Limited), was written off in full in the year, an impairment of £13k, because no licence is held in Cornwall and no further work is planned there.
Exploration and evaluation expenditure capitalised in the year was £35k (2025: £20k), of which £22k was incurred in Cameroon and the balance in Spain. Exploration and evaluation assets are not amortised; when a decision is taken to develop a mine they are transferred to property, plant and equipment and depreciated over the life of the mine. Battery Box development costs are amortised on a straight-line basis over 20 years from when they are available for use.
The Spanish exploration permit expired on 21 June 2026. An extension applied for on 6 May 2026 was granted on 20 July 2026 and runs to 21 June 2028.
The Group’s five exploration permits in Cameroon, held by Technology Minerals Cameroon Limited and covering 2,456 km², have expired. They remain recorded against Technology Minerals Cameroon Limited on Cameroon’s online mining cadastre, and applications for their renewal are being prepared under Cameroon’s revised mining code. The directors intend to renew the permits and to advance the projects principally with joint venture or farm-in partners. The directors have concluded that there was no indication at 30 June 2026 that the exploration assets in Cameroon or Spain were impaired, and no impairment has been recognised (note 4). Recovery of the carrying amount of the Cameroon exploration assets, £6,033k, depends on the permits being renewed and on the Group securing the funding to explore them. If the permits were not renewed, or that funding were not secured, the assets could become impaired.
Battery Box is the cost of developing storage and transportation boxes for lithium-ion batteries. Halo Battery Recycling Limited’s Battery Box costs of £99k were not in use and were written off in full before Halo was classified as held for sale (note 22). The balance of £19k relates to LiBatt Recycling Limited.
- Financial assets measured at Fair Value through Other Comprehensive Income
The Group holds an unquoted equity investment in My Club Web Services Limited (formerly MyClubBetting.com Limited), which is not held for trading. Management has elected to measure it at fair value through other comprehensive income (“FVOCI”) because the Group intends to hold it for the foreseeable future for strategic purposes.
|
|
|
Group £000 |
Company £000 |
|
1 July 2024 and 30 June 2025 |
|
30 |
30 |
|
Additions |
|
– |
– |
|
Impairment |
|
– |
– |
|
FX |
|
– |
– |
|
Fair value gains/(losses) recognised in OCI |
|
– |
– |
|
30 June 2026 |
|
30 |
30 |
The financial assets at FVOCI are measured based on level three inputs of the fair value hierarchy i.e. unobservable inputs, used when relevant observable inputs are not available. Management determined the fair value by reviewing the operating activities and future plans of the investee and by taking into consideration the market and economic indicators, industry trends, and other macroeconomic factors that might impact the fair value of the investments. It is carried at its cost of £30k, which the directors consider remains the best estimate of its fair value at 30 June 2026.
- Investment in subsidiaries
Investment in subsidiaries – Company
|
|
|
Company £000 |
|
1 July 2024 |
|
14,300 |
|
Disposal of Idaho subsidiaries (note 12) |
|
(7,560) |
|
30 June 2025 |
|
6,740 |
|
Impairment of investment in Techmin Limited |
|
(20) |
|
30 June 2026 |
|
6,720 |
The investment in Techmin Limited was written down in full, an impairment of £20k, because Techmin Limited has net liabilities and no remaining exploration assets.
On 30 August 2024, the Group entered into a heads of agreement by which Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings Corporation and 70% in Technology Minerals Idaho Limited, the Company’s copper-cobalt interests in Idaho, USA. On 30 August 2025 Bluebird Metals LLC acquired a further 10% interest in each company, which reduced the Group’s interest to 10% and ended its significant influence over them (note 12).
In April 2024, the Group agreed to sell LRH, which was sold during the year ended 30 June 2025. For more information, please see note 22 in the Annual report for the year ended 30 June 2025, which is available on the Company’s website. As at 30 June 2026, the Company held interests in the following companies:
|
Company |
Country of registration |
2026 Proportion held |
2025 Proportion held |
Nature of business |
|
Techmin Limited 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF |
United Kingdom |
100% |
100% |
Mineral exploration |
|
Onshore Energy Limited 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF |
United Kingdom |
100% |
100% |
Mineral exploration |
|
Mantle Infrastructure Ltd (formerly Cornish Battery Metals Ltd) 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF |
United Kingdom |
100% |
100% |
Mineral exploration |
|
Emperium 1 Holdings Corporation 10100, Santa Monica Boulevard #300, Century City, Los Angeles, CA90067
|
USA |
10% |
20% |
Mineral exploration |
|
Technology Minerals Idaho Limited 10100, Santa Monica Boulevard #300, Century City, Los Angeles, CA90067
|
USA |
10% |
20% |
Mineral exploration |
|
Technology Minerals (Ireland) Limited Unit 23b, Liosban Business Park, Tuam Road, Galway, Ireland. |
Ireland |
100% |
100% |
Mineral exploration |
|
Asturmet Recursos S.L. Avenida de Galicia, Oviedo Asturias, SPAIN
|
Spain |
100% |
100% |
Mineral exploration |
|
Technology Minerals Cameroon Limited PO Box 666 Yaounde Cameroon |
Cameroon |
100% |
100% |
Mineral exploration |
|
Recyclus Group Limited Lincoln Street, Wolverhampton, England, WV10 0DX
|
United Kingdom |
48.35% |
48.35% |
Battery Recycling |
|
Libatt Recycling Limited Lincoln Street, Wolverhampton, England, WV10
|
United Kingdom |
100%* |
100%* |
Battery Recycling |
|
Halo Battery Recycling Limited Lincoln Street, Wolverhampton, England, WV10 0DX
|
United Kingdom |
100%* |
100%* |
Battery Recycling |
|
Libox Ltd, Lincoln Street, Wolverhampton, England, WV10 0DX |
United Kingdom |
100%* |
100%* |
Battery Recycling |
*Subsidiaries held indirectly via Recyclus Group Limited
Halo Battery Recycling Limited was sold on 23 July 2026 (note 37).
- Investment in associates
|
|
|
Restated Group £’000 |
Restated Company £000 |
|
1 July 2024 |
|
- |
- |
|
Transfer from investment in subsidiaries upon 70% interest sale |
|
293 |
293 |
|
Group’s share of loss |
|
- |
- |
|
30 June 2025 |
|
293 |
293 |
|
Group’s share of loss |
|
– |
– |
|
Derecognised on loss of significant influence, 30 August 2025 |
|
(293) |
(293) |
|
30 June 2026 |
|
– |
– |
On 30 August 2024, the Group entered into a heads of agreement by which Bluebird Metals LLC acquired a further 70% interest in Emperium 1 Holdings Corporation and a further 70% interest in Technology Minerals Idaho Limited, the Company’s copper-cobalt interests in Idaho, USA. Both subsidiaries were previously accounted for under IFRS 10. After the sale on 28 February 2025, the Group holds 20% in each company, which the Directors consider to represent significant influence, and from that date both former subsidiaries were accounted under IAS 28. On 30 August 2025 the Group’s interest in each company fell to 10% and the Group ceased to have significant influence over them (note 12). The Group’s share of their results up to that date was not material.
- Loans to subsidiaries - Company
Since its acquisition, the Company provided an unsecured loan to its subsidiary Recyclus Group Limited which was initially recognised at amortised cost. In its 2025 financial statements the Company concluded that the loan does not meet the SPPI test under IFRS 9, so the entire hybrid instrument is classified at fair value through profit or loss (FVTPL) and has been carried at fair value since inception. The loan was restated fully retrospectively in those financial statements, as described in their note 36, which are available on the Company’s website.
|
Company |
|
£000 |
|
1 July 2024 – carried at FVTPL |
|
6,518 |
|
Drawdowns |
|
259 |
|
Repayments |
|
(67) |
|
Management fees |
|
102 |
|
Accrued interest |
|
281 |
|
Change in the fair value of the loan |
|
200 |
|
30 June 2025 |
|
7,293 |
|
Drawdowns |
|
– |
|
Repayments |
|
– |
|
Management fees |
|
40 |
|
Accrued interest |
|
288 |
|
Change in the fair value of the loan |
|
(2,322) |
|
30 June 2026 |
|
5,299 |
Until February 2026 the loan bore interest at 2.5% a year, with additional interest of 2% where repayments were not made; the additional interest was £47k in the year (2025: £65k). Under a binding letter of intent countersigned on 20 February 2026 and effective from that date, the loan, with accrued interest and management fees, £9,643k at 31 December 2025, is repayable over seven years. No interest is payable until the first anniversary and no principal until the second; interest rises in steps to Bank of England base rate in years two and three and to base rate plus 3% thereafter; a discount applies if the loan is repaid within three years; the loan carries second-ranking security over Recyclus Group Limited and its subsidiaries; and the Company may appoint directors to the Recyclus board. The loan is measured at fair value, a level 3 measurement described in notes 4 and 34. The revised terms were a substantial change to the loan, so the loan made under the February 2022 agreement was derecognised on 20 February 2026 and a new loan on the revised terms recognised, also at fair value through profit or loss (note 4). No long-form agreement has been entered into; the letter of intent sets out the terms of the loan. As noted elsewhere, in the year the Company made an unsecured interest free short term loan to Recyclus of £100k for equipment purchases.
The Company has also lent to Asturmet Recursos S.L. and Technology Minerals Cameroon Limited to fund their exploration. The loan to Asturmet Recursos S.L., £1,053k at 30 June 2026 (2025: £955k), is repayable by 16 August 2027 under an agreement of 16 August 2022. The loan to Technology Minerals Cameroon Limited, £711k (2025: £694k), has no written terms and is repayable on demand. Both are unsecured and carry interest at 2.5% a year. They are measured at amortised cost less a loss allowance for lifetime expected credit losses of £401k (Asturmet Recursos S.L. £259k; Technology Minerals Cameroon Limited £142k), recognised in the year; no allowance was held at 30 June 2025. The allowance reflects the directors’ assessment of the amounts that would be recovered in a range of outcomes for the two subsidiaries’ exploration projects. The loans are included in trade and other receivables (note 24). The Company’s loan of £14k to Mantle Infrastructure Ltd (formerly Cornish Battery Metals Limited) was written off in the year, when that company’s only asset, its exploration interest in Cornwall, was written off in full (note 17).
- Assets and liabilities held for sale
On 3 June 2026 Recyclus Group Limited agreed heads of terms for the sale of the entire issued share capital of Halo Battery Recycling Limited, and on 25 June 2026 it entered into an exclusivity agreement with the buyer, having received £50k on 24 June 2026. Halo was classified as a disposal group held for sale at 30 June 2026. The sale completed on 23 July 2026 (note 37).
Halo is not a discontinued operation. Its site at Tipton was not operating, and the Group continues to carry on battery recycling through LiBatt Recycling Limited and LiBox Ltd, so the sale is not of a separate major line of business. Halo is in the Battery Recycling segment (note 5).
On classification as held for sale, the disposal group was measured at the lower of its carrying amount and its fair value less costs to sell. Fair value less costs to sell of £188k is the consideration of £216k under the share purchase agreement, less costs of disposal of £29k borne by Recyclus Group Limited. The consideration comprises the £50k received on 24 June 2026 and deferred payments of £116k and £50k due within 60 and 90 days of completion. The fair value is a level 2 measurement, based on the price agreed with the buyer.
The resulting impairment loss of £826k is included in impairment of non-financial assets. Halo’s Battery Box development costs of £99k, which were not in use, were written off in full before classification, and the remaining £727k was allocated to the right-of-use asset (£176k) and plant and equipment (£551k). Of the loss, £427k is attributable to non-controlling interests.
The assets and liabilities of the disposal group at 30 June 2026 were:
|
|
2026 |
|
Property, plant and equipment |
524 |
|
Right-of-use asset |
168 |
|
Prepayments and other receivables |
23 |
|
Cash and cash equivalents |
1 |
|
Assets held for sale |
716 |
|
Trade and other payables |
126 |
|
Lease liabilities |
402 |
|
Liabilities directly associated with assets held for sale |
528 |
|
Net assets held for sale |
188 |
Halo’s liabilities to other Group companies, of £3,495k, are eliminated on consolidation. The lease liability is for Halo’s site at Tipton (note 28). Halo’s plant at Tipton was subject to a chattels mortgage given as security for the Swann loan notes, which was released after the year end (note 29).
- Inventories
Group
|
|
2026 |
2025 |
|
£000 |
£000 | |
|
Work in progress |
132 |
- |
|
Inventories |
132 |
- |
Inventories are work in progress held by LiBatt Recycling Limited at 30 June 2026: battery material in the course of processing, from which copper, aluminium, black mass and other materials are recovered as by-products of the gate-fee service. It is measured at net realisable value, based on the expected selling prices of those materials (note 3). The Company holds no inventories.
- Trade and other receivables
|
|
Group 2026 £000 |
Company 2026 £000 |
Group 2025 £000 |
Company 2025 £000 |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Amounts due from subsidiaries |
- |
1,362 |
- |
1,663 |
|
|
- |
1,362 |
- |
1,663 |
|
Current assets |
|
|
|
|
|
Trade receivables |
491 |
- |
417 |
- |
|
Other debtors |
61 |
57 |
86 |
7 |
|
Research and development expenditure credits receivable |
145 |
- |
- |
- |
|
VAT receivable |
182 |
148 |
85 |
47 |
|
Prepayments and accrued income |
361 |
6 |
79 |
20 |
|
Amounts owed by group undertakings |
- |
100 |
- |
- |
|
|
1,240 |
311 |
667 |
74 |
Trade receivables of £491k (2025: £417k) have been assigned to Close Invoice Finance Limited under a receivables financing facility with full recourse. The Group retains substantially all the risks and rewards of ownership of these receivables and continues to recognise them in full. The amount advanced under the facility, £352k (2025: £234k), is included in borrowings (note 29).
The research and development expenditure credits receivable is the Group’s estimate of the credits for the year ended 30 June 2026, for which claims have not yet been made (note 4). It is a claim under tax legislation rather than a contractual right, and so is not a financial asset. Prepayments and accrued income include a grant receivable of £102k (note 10).
Amounts owed by Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited were impaired in full in the year ended 30 June 2025 and remain fully impaired. The Company’s loans to its subsidiaries, which are stated net of a loss allowance of £401k, are described in note 21. Amounts owed by group undertakings are interest-free advances of £100k made to Recyclus Group Limited in January 2026, which the Company expects to be repaid in the final quarter of 2026; no loss allowance is recognised. Other debtors are stated after writing off £77k advanced by Recyclus Group Limited to a director of the Company (note 35).
- Financial assets held at fair value through profit and loss (FVTPL)
|
|
Group |
Company |
Group |
Company |
|
Non-current |
|
|
|
|
|
Interests in Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited |
141 |
141 |
– |
– |
|
Loan to Recyclus Group Limited |
– |
5,299 |
– |
7,293 |
|
|
141 |
5,440 |
– |
7,293 |
|
Current |
|
|
|
|
|
Shares in Critical Metals Corp |
– |
– |
189 |
189 |
The Group’s interests of 10% in each of Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited have been carried at fair value through profit or loss since the Group ceased to have significant influence over them on 30 August 2025 (note 12). Their fair value is based on the price of the transaction on that date, in which Bluebird Metals LLC acquired a 10% interest in each company for USD 186,920, translated at the closing exchange rate. It is a level 3 measurement. The interests were recognised at £138k and their fair value increased by £3k to £141k at 30 June 2026.
The Company’s loan to Recyclus Group Limited is described in note 21.
The company received 1,371,742 shares in Critical Metals Corp ("CRML"), as consideration for the sale of its subsidiary LRH (note 12). Net number received was 861,833 shares, the difference was withheld as introducer’s fees. The consideration was valued at US$10 million as of 22 April 2024, based on 90% of the closing market price of the shares on the day before the signing of the Heads of Agreement (the "Consideration Shares"). The Company sold its remaining 72,585 shares during the year for £294k. The gain of £106k (2025: loss of £134k) is included in the change in fair value of financial assets at fair value through profit or loss (note 13).
|
Group and Company |
Number of shares |
Fair value £000 |
|
1 July 2024 |
- |
- |
|
Net number of shares received as consideration 28 February 2025 |
861,833 |
1,325 |
|
Sale of shares during the year |
(789,248) |
(1,213) |
|
Increase in fair value due to change in share price |
- |
78 |
|
30 June 2025 |
72,585 |
189 |
|
Sale of shares during the year |
(72,585) |
(294) |
|
Increase in fair value |
– |
105 |
|
|
|
|
|
30 June 2026 |
– |
– |
In FY2026 the write off of £77k was from other debtors.
- Cash and cash equivalent
|
|
Group 2026 £000 |
Company 2026 £000 |
Group 2025 £000 |
Company 2025 £000 |
|
|
|
|
|
|
|
Cash and cash equivalents |
30 |
1 |
104 |
- |
|
|
30 |
1 |
104 |
- |
- Trade and other payables
|
|
Group 2026 £000 |
Company 2026 £000 |
Group 2025 £000 |
Company
2025 £000 |
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
2,742 |
1,839 |
1,730 |
1,023 |
|
Bank overdraft |
50 |
- |
- |
- |
|
Taxation and social security |
1,272 |
473 |
1,339 |
221 |
|
Accruals |
721 |
641 |
973 |
874 |
|
Amounts due to subsidiaries |
- |
1,124 |
- |
1,124 |
|
|
4,785 |
4,077 |
4,042 |
3,242 |
See note 35 for details of the amounts due to subsidiaries. The amount due to Onshore Energy Limited is repayable on demand and is presented as a current liability; the Company’s 2025 comparative has been restated (note 2). The 2025 accruals have been re-presented to exclude provisions of £774k (Company: £774k) for claims by the holders of the convertible loan notes, which are now presented separately (notes 2 and 30).
- Lease Liabilities
|
|
2026 £’000 |
2025 £’000 |
|
Current liability |
61 |
120 |
|
Non-current liability |
265 |
728 |
|
Total |
326 |
848 |
|
Amounts repayable: |
|
|
|
Within 12 months |
61 |
120 |
|
Between 1 and 5 years |
265 |
550 |
|
After 5 years |
– |
178 |
|
Total lease liabilities |
326 |
848 |
The Group’s lease liability at 30 June 2026 is for the LiBatt site at Wolverhampton. The lease liability of £402k for Halo’s site at Tipton is included in liabilities directly associated with assets held for sale (note 22). The contractual undiscounted cash flows on the Wolverhampton lease are £350k, of which £70k falls due within one year (note 34).
There were no lease liabilities in the company during the year ended 30 June 2026 (2025: Nil).
- Borrowings and derivative financial liabilities
|
|
Group 2026 £000 |
Company 2026 £000 |
Group 2025 £000 |
Company 2025 £000 |
|
|
|
|
|
|
|
Convertible loan notes (see table below) |
5,798 |
5,798 |
4,882 |
4,882 |
|
Other loans (see table below) |
2,305 |
– |
1,355 |
- |
|
Total borrowings carried at amortised cost |
8,103 |
5,798 |
6,237 |
4,882 |
|
|
|
|
|
|
|
Current |
7,343 |
5,798 |
6,237 |
4,882 |
|
Non-current |
760 |
– |
- |
- |
|
Total borrowings carried at amortised cost |
8,103 |
5,798 |
6,237 |
4,882 |
|
|
|
|
|
|
|
Derivative financial liability carried at FVTPL |
- |
- |
619 |
619 |
Convertible loan notes in default at 30 June 2026
At 30 June 2026 each of the Company’s three convertible loan note instruments was in default: the restructured liabilities to the holders of the Swann loan notes and the Atlas bonds were subject to the standstill under the Deeds of Restructure and Standstill of 12 December 2025, and the CLG bonds had matured and were unpaid. The amounts owed are presented as current liabilities and are included in the earliest band of the maturity analysis in note 34; the settlements after the year end do not change that classification. The whole of the amount owed on the CLG bonds, £1,055k, including the provision of £357k for the holder’s default claims (note 30), was unpaid and in default.
|
|
Principal |
Interest, fees and default claims |
Amount owed |
Carrying amount |
|
Swann loan notes |
2,900 |
500 |
3,400 |
3,400 |
|
Atlas bonds |
1,578 |
122 |
1,700 |
1,700 |
|
CLG bonds |
600 |
455 |
1,055 |
698 |
|
Total |
5,078 |
1,077 |
6,155 |
5,798 |
For the Swann loan notes and the Atlas bonds, the amount owed and the carrying amount are the restructured amounts fixed by the Deeds of Restructure and Standstill, at which the liabilities were recognised when the original instruments were extinguished on 12 December 2025 (note 4). For the CLG bonds, the amount owed comprises the principal, the coupon to maturity and the provision of £357k for the holder’s default claims; the carrying amount excludes the provision, which is presented separately (note 30).
Swann loan notes
On 12 December 2025 the Company entered into a Deed of Restructure and Standstill with the holder of the Swann loan notes. The deed acknowledged an outstanding amount of £3,336k, fixed a restructured amount of £3,400k, stopped interest accruing from that date and suspended the holder’s rights to convert the loan notes and to enforce them during the standstill. The deed was accounted for as an extinguishment of the loan notes, a judgement described in note 4: the loan notes, carried at £3,336k, were derecognised and the restructured liability recognised at £3,400k, and the difference of £64k is a loss on extinguishment, presented within the net gain on extinguishment of financial liabilities (note 11). The equity component of the loan notes, £295k, was transferred from the convertible loan reserve to retained losses. Although the extended longstop date of 30 April 2026 had passed, neither party terminated the restructuring arrangements nor sought to enforce the original loan terms. Negotiations continued from the restructured £3,400k liability until the deed was amended and restated on 13 July 2026, and the settlement completed on 20 July 2026. Accordingly, the directors considered that the restructuring, including the suspension of the holder’s conversion rights, continued to reflect the substance of the arrangement at 30 June 2026. The terms of the settlement are described in note 37. The loan notes were convertible at the holder’s option at fixed prices of 3.5p, 1.8p and 1.4p per share, and their conversion options were classified as equity; the deed suspended the holder’s right to convert from 12 December 2025, and the right lapsed when the settlement completed on 20 July 2026.
Atlas bonds
On 17 July 2025 the holder of the Atlas bonds served a notice of default, which the Company disputed. Under a Deed of Restructure and Standstill entered into on 12 December 2025, the total owed to the holder, across the bonds, the accrued coupon and its claims, was compromised at £1,700k, to be settled in cash and shares from the proceeds of a placing; coupon ceased to accrue from that date; and the holder agreed not to enforce its rights or convert the bonds while the settlement was pending. The deed was accounted for as an extinguishment, a judgement described in note 4: the bonds and accrued coupon (£1,404k), the embedded derivative (£491k) and the provision for the holder’s claims (£675k, note 30) were derecognised and the restructured liability recognised at £1,700k, giving a gain on extinguishment of £870k (note 11). Although the extended longstop date of 30 April 2026 had passed, neither party terminated the deed or sought to enforce the original terms of the bonds, and the Company’s legal advisers have advised that the standstill continued by the conduct of the parties. The parties continued to negotiate on the basis of the £1,700k restructured liability, and the deed was amended and restated on 14 July 2026 before the settlement completed on 20 July 2026 (note 37). The directors therefore considered that the restructuring arrangements, including the suspension of the holder’s conversion and enforcement rights, continued to reflect the substance of the arrangement at 30 June 2026. The bonds carried coupon at 5% above Bank of England base rate and were due to mature on 22 March, 30 May and 28 June 2027. The holder could convert at 90% of the average of three daily volume-weighted average prices that it selected from the 20 trading days before conversion; that right was suspended under the deed from 12 December 2025 and lapsed when the settlement completed on 20 July 2026.
CLG bonds
The CLG bonds, with principal of £600k, reached maturity on 5 and 18 January 2026 and were not repaid. Coupon at 3% above Bank of England base rate rolled up to maturity and ceased then. The bonds are unsecured: the charge over the Company’s shares in Recyclus Group Limited expired in February 2024. The holder’s claims for default interest, which the Company disputes, are provided for as described in note 30; its other claims are described below. The Company entered into a Deed of Settlement and Restructure with the holder on 31 July 2026 (note 37). The holder could convert at 95% of the average of three daily volume-weighted average prices that it selected from the ten trading days before conversion; that right expired when the bonds matured.
CLG bonds: contingent liability and contingent asset
Under the terms of the bonds, a premium of 10% of the principal and further interest become payable only if the holder declares the bonds immediately due and payable by written notice. The Company does not accept that a valid declaration was made (note 30); had one been made, a premium of £60k and further interest of £33k would also have been payable, and these amounts are not provided. CLG Capital LLC has also claimed £592k, as an alternative to its claims under the bonds, for the Company’s failure to issue shares under a conversion notice it served in March 2024. The Company disputes the claim and no liability is recognised. The dispute was the subject of High Court proceedings in July 2024, in which an application was adjourned. The Company maintains a counterclaim against CLG Capital LLC, which has not been issued as a formal claim and is not recognised. The claim and the counterclaim are not offset. All of the holder’s claims were settled after the year end under a Deed of Settlement and Restructure dated 31 July 2026, which completed on 16 September 2026 (note 37).
Liability component of the CLNs
The Company entered into a number of convertible bond facilities (‘CLNs’). Each of these have been accounted for as a financial liability and for the loan element were carried at amortised cost using effective interest rate method, and the conversion feature reclassified at inception into an equity element or embedded derivative liability being the fair value of the convertible feature. Details of the CLNs issued are described below.
|
Liability component of convertible loan notes |
Group 2026 |
Company 2026
|
Group 2025 |
Company 2025 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
At the start of the reporting year |
4,882 |
4,882 |
4,983 |
4,983 |
|
Draw down on the loan |
– |
– |
- |
- |
|
Transactions costs |
– |
– |
- |
- |
|
Interest expense (note 11) |
556 |
556 |
924 |
924 |
|
Derecognised on extinguishment, 12 December 2025 |
(4,740) |
(4,740) |
- |
- |
|
Restructured liabilities recognised, 12 December 2025 |
5,100 |
5,100 |
- |
- |
|
Repayments in cash |
– |
– |
(322) |
(322) |
|
Repayment via conversion into the Company’s ordinary shares (note 31) |
– |
– |
(707) |
(707) |
|
Reclassified into DFL |
– |
– |
- |
- |
|
Reclassified to Other debtors |
– |
– |
4 |
4 |
|
Reclassified as Equity element of the convertible loan notes |
– |
– |
- |
- |
|
At 30 June |
5,798 |
5,798 |
4,882 |
4,882 |
During the year ended 30 June 2025, £422,000 of ACM tranche 1 was converted into 425,366,970 Ordinary Shares of £0.001 each and £13,479 of interest payable was settled by issuing 13,479,440 Ordinary Shares of £0.001 each. See note 31 for information on loan conversions and drawdowns that occurred after 30 June 2024.
There were no drawdowns, repayments or conversions of convertible loan notes in the year ended 30 June 2026.
Default claims
The CLG and Atlas bonds required coupon to be paid monthly. Where coupon was not paid on time, the holders claimed default interest and premiums, which the Company disputed. The provisions recognised for these claims are presented on a separate line within current liabilities and described in note 30; charges to and releases of the provisions are included in finance costs (note 11). The provision for the Atlas holder’s claims was derecognised with the bonds on 12 December 2025.
Other loans
|
|
Group 2026 |
Company 2026
|
Group 2025 |
Company 2025 |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
At the start of the reporting year |
1,355 |
- |
787 |
- |
|
Reclassified from Other debtors |
– |
– |
- |
- |
|
Draw down on the loan |
3,971 |
– |
1,353 |
- |
|
Interest expense |
131 |
– |
129 |
- |
|
Repayments in cash |
(3,152) |
– |
(914) |
- |
|
At 30 June |
2,305 |
– |
1,355 |
- |
Century Cobalt Limited (‘CCL’)
Recyclus Group Limited has a loan of £510k (2025: £544k) from CCL. Under a loan agreement of 2 March 2026, which replaced the facility of 30 November 2023 under which the loan was repayable on demand, interest is charged at 10% above Bank of England base rate, capped at 13.5% a year, and the loan is repayable by monthly instalments of £10k, applied first to interest, with the balance due on 2 March 2031. The loan is unsecured. CCL may demand repayment if an instalment is unpaid 30 days after its due date, or if Recyclus Group Limited is unable to pay its debts, including where the value of its assets is less than its liabilities. The instalments due in April and May 2026 were each paid more than 30 days late, £9k of the instalment due in June 2026 was unpaid at 30 June 2026, and Recyclus Group Limited had net liabilities at that date. No waiver had been given, so the loan is presented as a current liability. CCL has not demanded repayment.
Mega Company Loan
Recyclus Group Limited has an unsecured loan of £485k (2025: £559k) from Mega Company, under an agreement of 6 September 2022, with interest at 12% a year. The loan and interest were repayable no later than 31 December 2022 and have not been repaid, so the loan is in default, and Mega Company may demand repayment at any time. It is presented as a current liability. No written extension has been agreed, and Mega Company has not demanded repayment. Recyclus Group Limited repaid £131k of the loan and interest in August 2025.
Close Brothers
Close Invoice Finance. LiBatt Recycling Limited and LiBox Ltd have a receivables financing facility with Close Invoice Finance Limited under an asset-based lending agreement dated 28 November 2024. Close Invoice Finance advances up to 85% of the value of the receivables assigned to it, with full recourse to the Group, and charges interest at 2.65% above Bank of England base rate. The Group retains the credit risk on the assigned receivables, which continue to be recognised in full (note 24), and the amounts advanced are presented as borrowings: £352k at 30 June 2026 (2025: £234k).
Close Brothers asset finance. On 31 July 2025 LiBatt Recycling Limited raised £1,100k from Close Brothers Limited by the sale and hire purchase back of plant and machinery, repayable over 60 months at a fixed rate of 13%. Because LiBatt retains control of the plant, no sale was recognised: the plant remains in property, plant and equipment and the amount raised is presented as borrowings. At 30 June 2026 £948k was outstanding, of which £760k is due after more than one year.
Other loans also include a loan of £8k (2025: £8k) from a director, Alex Stanbury, which is interest-free and repayable on demand, and a Bounce Back Loan of £2k (2025: £9k).
Security
The following assets were pledged as security for the Group’s borrowings at 30 June 2026:
|
|
Carrying amount of assets |
|
Debenture over Technology Minerals (Ireland) Limited, extending to the Group’s Spanish exploration assets — Swann loan notes |
505 |
|
Chattels mortgage over Halo’s plant at Tipton, within assets held for sale — Swann loan notes |
524 |
|
Chattel mortgage over LiBatt’s plant and debenture over Recyclus Group Limited — asset finance |
2,069 |
|
Assignment of the trade receivables of LiBatt and LiBox — receivables financing facility |
491 |
Close Invoice Finance Limited also holds debentures over all the assets of LiBatt Recycling Limited and LiBox Ltd, a guarantee from Recyclus Group Limited, cross guarantees between LiBatt and LiBox and personal indemnities from Alex Stanbury and Robin Brundle, directors of the Company (Robin Brundle until 8 June 2026). Close Brothers Limited is security trustee for both facilities, which are cross-defaulted, and the asset finance is also supported by a guarantee under the Growth Guarantee Scheme. The chattels mortgage over Halo’s plant was released after the year end, on completion of the restructuring of the Swann loan notes. A pledge over the shares in Technology Minerals Cameroon Limited was agreed with the holder of the Swann loan notes but was not executed. The CLG bonds, the Atlas bonds and the loans from Mega Company and Century Cobalt Limited are unsecured.
Derivative Financial Liability
Each of the Atlas and CLG bond instruments contained features that allowed the holder to convert the bonds into a variable number of the Company’s shares, or to require early repayment at a premium if an event of default occurred. These features were measured together, as a single embedded derivative for each instrument, at fair value through profit or loss. The 2025 financial statements described three embedded derivatives for each instrument; because the features are not independent of one another, they are now described as one derivative for each instrument. The derivatives were classified in level 3 of the fair value hierarchy. No derivative financial liability remained at 30 June 2026.
Atlas bonds (nil; 2025: £491k). The embedded derivative was derecognised with the bonds when they were extinguished on 12 December 2025 (note 4) and is included in the gain on extinguishment of financial liabilities.
CLG bonds (nil; 2025: £128k). The rights represented by the derivative, to convert the bonds and to require repayment at a premium following a declaration of default, expired when the bonds matured in January 2026, and the derivative of £128k was released to profit or loss. The holder’s claims are described above and in note 30.
The movement in the fair value of the derivative financial liabilities was as follows:
|
Group and Company |
|
|
£000 |
|
1 July 2024 |
|
|
549 |
|
Derecognition on conversion to equity |
|
|
(126) |
|
Fair value through income statement |
|
|
196 |
|
30 June 2025 |
|
|
619 |
|
Derecognition on conversion to equity |
|
|
– |
|
Fair value through income statement |
|
|
(128) |
|
Derecognised on extinguishment of the Atlas bonds |
|
|
(491) |
|
30 June 2026 |
|
|
- |
- Provisions
Provisions
The Group’s provisions are for claims by holders of the Company’s convertible loan notes for default interest and premiums, which the Company disputes. They are presented on a separate line within current liabilities; in the 2025 financial statements they were included in accruals (note 2). At 30 June 2026 the only provision is for the CLG bonds; the provision for the Atlas holder’s claims was derecognised when the Atlas bonds were extinguished on 12 December 2025 (note 29).
|
|
£’000 |
|
At 1 July 2024 |
181 |
|
Charged to profit or loss |
743 |
|
Paid |
(150) |
|
At 30 June 2025 |
774 |
|
Charged to profit or loss |
332 |
|
Released to profit or loss |
(74) |
|
Derecognised on extinguishment of the Atlas bonds |
(675) |
|
At 30 June 2026 |
357 |
Atlas bonds
On 17 July 2025 the holder of the Atlas bonds served a notice of default, claiming £2,275k including a redemption premium and default interest. The Company disputed the notice. The provision for the holder’s claims, £505k at 30 June 2025, was increased by £170k to 12 December 2025, when the claims were compromised under the Deed of Restructure and Standstill and the provision was derecognised with the bonds, within the gain on extinguishment of financial liabilities (notes 4 and 29). No provision for the holder’s claims remains at 30 June 2026.
CLG bonds
The provision of £357k is the Company’s estimate of the amount payable in respect of the holder’s default claims. It is measured as interest at 2% a month on the principal of £600k for the periods in which coupon was paid late or not paid and, after the bonds matured unpaid in January 2026, until 30 June 2026, the basis described in the 2025 financial statements: £288k to maturity and £69k from maturity to 30 June 2026. Under the terms of the bonds, default interest and a premium of 10% become payable only if the holder declares the bonds immediately due and payable by written notice. The holder asserts that it made such a declaration in June 2024; the Company does not accept this, and the bonds are measured on the basis that they ran to maturity in January 2026 (note 29). The amount payable could therefore range from nil, if no declaration was made, to more than the amount provided, if one was (note 29). The provision is a key source of estimation uncertainty (note 4). The holder’s claims were settled under a Deed of Settlement and Restructure of 31 July 2026 for £700k – 600,000,000 shares at 0.05p (£300k), a loan note of £368k and £32k in cash – which completed on 16 September 2026 (note 37).
- Share capital and share premium
|
Group and Company |
Number of ordinary shares of 0.1p |
Share capital £000 |
Share premium £000 |
|
At 1 July 2024 |
1,609,723,545 |
1,609 |
22,311 |
|
Share issue – conversion of CLNs |
438,846,410 |
439 |
217 |
|
Share issue – for cash |
250,000,000 |
250 |
- |
|
Share issue – settlement of third-party payables |
441,819,760 |
442 |
- |
|
Share issue – settlement of directors’ fees |
54,004,500 |
54 |
- |
|
At 30 June 2025 |
2,794,394,215 |
2,794 |
22,528 |
|
Share issue – for cash |
350,000,000 |
350 |
- |
|
At 30 June 2026 |
3,144,394,215 |
3,144 |
22,528 |
On 4 March 2026 the Company issued 350,000,000 ordinary shares of 0.1p each at par for cash of £350k, under subscription letters entered into in January 2026. Costs of £9k directly attributable to the issue were charged to retained earnings, as no share premium arose from which they could be deducted.
The Company has one class of share. Each ordinary share carries one vote at general meetings and an equal right to dividends and, on a winding up, to the Company’s surplus assets. The nature and purpose of each reserve within equity are described in note 3.
The history of the Company’s share capital in the year ended 30 June 2025 is set out in the 2025 annual report. Shares issued after the year end are described in note 37. Shares issued during the year ended 30 June 2026 were as follows:
|
Date |
Transaction |
No. Shares issued |
|
|
|
|
|
04/03/2026 |
Cash subscription |
350,000,000 |
- Share Based Payments
Warrants
On 15 January 2026 the Company raised £350,000 by the subscription of 350,000,000 ordinary shares at 0.1p each, which were allotted on 4 March 2026 (note 31). One warrant was granted with each subscription share: 350,000,000 warrants, each exercisable for one ordinary share at 0.1p, the nominal value of the shares, until 14 January 2031. Because the exercise price and the number of shares are fixed, the warrants are equity instruments (note 4). No part of the subscription price was attributed to them, and the whole £350,000 was credited to share capital. The warrants were constituted by a warrant instrument executed on 20 July 2026.
Warrants over 132,809,374 shares lapsed during the year: those issued with the £735,000 convertible bonds of August 2023, which lapsed on 31 August 2025, and those issued with the three tranches of Atlas bonds drawn in 2024, which lapsed between March and June 2026. No warrants were exercised in either year.
When warrants lapse, the amount credited to the warrant reserve when they were issued is transferred to the accumulated deficit. The transfer of £693k in the year includes £79k for warrants issued with the convertible bond facility of December 2022, which lapsed in the year ended 30 June 2025 but was not transferred in that year. The warrant reserve of £68k at 30 June 2026 (2025: £768k) relates to the warrants held by CLG Capital LLC.
The number of warrants outstanding changed as follows:
|
Exercise price |
Expiry date |
At 1 July 2025 |
Issued |
Lapsed |
At 30 June 2026 |
|
£0.020000 |
31/08/2025 |
73,500,000 |
– |
(73,500,000) |
– |
|
£0.014200 |
20/03/2026 |
21,193,266 |
– |
(21,193,266) |
– |
|
£0.005900 |
30/05/2026 |
20,469,153 |
– |
(20,469,153) |
– |
|
£0.004500 |
28/06/2026 |
17,646,955 |
– |
(17,646,955) |
– |
|
£0.018484 |
05/01/2027 |
8,115,162 |
– |
– |
8,115,162 |
|
£0.014983 |
18/01/2027 |
2,002,267 |
– |
– |
2,002,267 |
|
£0.001000 |
14/01/2031 |
– |
350,000,000 |
– |
350,000,000 |
|
Total |
|
142,926,803 |
350,000,000 |
(132,809,374) |
360,117,429 |
Warrants issued after the year end, with the placing and in the settlement of the convertible loan notes, are described in note 37.
Share options
No share options were issued during the year ended 30 June 2026 or 30 June 2025.
A charge of £23k (2025: £51k) was recognised in the year for share options and is included in administrative expenses.
At 30 June 2026, the Company had outstanding share options to subscribe for Ordinary shares as follows:
|
Exercise price |
Expiry date |
Fair value of individual share option |
At 01/07/2025 |
Issued |
Exercised/ lapsed |
At 30/06/2026 |
|
£0.02325 |
13/04/2033 |
£0.0192 |
119,663,562 |
– |
– |
119,663,562 |
|
|
|
|
119,663,562 |
– |
– |
119,663,562 |
All of the options were exercisable at 30 June 2026 (2025: 118,489,494). They have an exercise price of 2.325p and a remaining contractual life of 6.8 years (2025: 7.8 years). No options were granted, exercised, forfeited or expired during the year. The options held by Robin Brundle, who ceased to be a director on 8 June 2026, had not lapsed at 30 June 2026.
Information on the share options granted to each Director is shown in the remuneration report.
- Non-controlling interests
Non-controlling interests that are material to the Group are described below.
On 26 August 2021, the Company acquired control over 49% in the ordinary shares of Recyclus Group Ltd, which acts as a holding company for the RG group, consisting of four companies:
• Recyclus Group Limited (49% acquired on 26 August 2021; now 48.35%);
• Libatt Recycling Limited (indirectly via Recyclus Group Limited);
• Halo Battery Recycling Limited (indirectly via Recyclus Group Limited); and
• LiBox Ltd (indirectly via Recyclus Group Limited).
Summarised below is the financial information for Recyclus group, before intragroup eliminations together with the amounts attributable to NCI:
|
|
Recyclus subgroup 2026 £000 |
Recyclus subgroup
2025 £000 |
|
Non-current assets |
2,495 |
4,318 |
|
Current assets |
1,878 |
617 |
|
Non-current liabilities |
(1,024) |
(848) |
|
Current liabilities |
(13,084) |
(10,923) |
|
Net (liabilities)/assets |
(9,735) |
(6,836) |
|
|
|
|
|
|
|
|
|
NCI’s share of pre-acquisition losses in FY2022 |
(466) |
(466) |
|
Losses of earlier years, net of intragroup transactions, attributable to NCI |
(3,900) |
(2,968) |
|
Loss for the year, net of intragroup transactions, attributable to NCI |
(760) |
(932) |
|
Effects of changes in ownership interests since inception, not resulting in change of control recognised directly in equity |
336 |
336 |
|
Effect of disposals, resulting in change of control recognised in equity |
- |
- |
|
NCI at the end of the period |
(4,790) |
(4,030) |
Losses are attributed to the non-controlling interest after eliminating the interest and management fees that the Company charges Recyclus, and after reversing Recyclus’s own accounting for the Company’s loans to it. The non-controlling interest therefore differs from its 51.65% share of the sub-group’s net liabilities, as follows:
|
|
2026 £000 |
2025 Restated £000 |
|
Net liabilities of the Recyclus sub-group (above) |
(9,735) |
(6,836) |
|
Non-controlling interest’s share at 51.65% |
(5,028) |
(3,531) |
|
Interest and management fees charged by the Company, not attributed to the non-controlling interest |
607 |
441 |
|
Recyclus’s accounting for the Company’s loans, reversed on consolidation: |
|
|
|
Capital contribution reserve |
(1,309) |
(1,309) |
|
Imputed interest |
948 |
375 |
|
Other |
(8) |
(6) |
|
Non-controlling interest at 30 June |
(4,790) |
(4,030) |
|
|
Recyclus sub-group 2026 £000 |
Recyclus sub-group 2025 Re-presented £000 |
|
Loss for the year attributable to non-controlling interests |
(760) |
(922) |
|
Cash flows |
|
|
|
Operating |
(681) |
(491) |
|
Investing |
(12) |
(47) |
|
Financing |
624 |
570 |
|
Net (decrease)/increase in cash and cash equivalents |
(69) |
32 |
The 2025 cash flows have been re-presented to show lease payments of £61k made by Halo Battery Recycling Limited within financing activities; they were previously included in operating activities.
- Financial risk management
The Group’s activities expose it to credit risk, liquidity risk and market risk, which comprises foreign exchange risk, interest rate risk, equity price risk and commodity price risk. Financial risk management is carried out by the finance team, led by the Chief Financial Officer, under policies approved by the Board. Given the size of the Group, the Board does not delegate the monitoring of financial risk to a sub-committee.
The Group does not use derivative financial instruments to manage its exposures and does not apply hedge accounting. The derivative financial liabilities in this note are features embedded in the Group’s convertible loan notes, not instruments entered into to manage risk.
Financial instruments by category
|
|
Group |
Company |
Group |
Company |
|
Financial assets at amortised cost |
|
|
|
|
|
Trade receivables |
491 |
– |
417 |
– |
|
Other receivables |
5 |
– |
86 |
6 |
|
Grant receivable |
102 |
– |
– |
– |
|
Cash and cash equivalents |
30 |
1 |
104 |
– |
|
Loans to subsidiaries |
– |
1,362 |
– |
1,663 |
|
Advances to Recyclus Group Limited |
– |
100 |
– |
– |
|
|
628 |
1,463 |
607 |
1,669 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
Unquoted equity investments |
141 |
141 |
– |
– |
|
Listed equity investments |
– |
– |
189 |
189 |
|
Loan to Recyclus Group Limited |
– |
5,299 |
– |
7,293 |
|
|
141 |
5,440 |
189 |
7,482 |
|
Financial assets at fair value through other comprehensive income |
|
|
|
|
|
Unquoted equity investment |
30 |
30 |
30 |
30 |
|
Total financial assets |
799 |
6,933 |
826 |
9,181 |
|
Financial liabilities at amortised cost |
|
|
|
|
|
Trade payables |
2,184 |
1,339 |
1,575 |
950 |
|
Other payables |
575 |
467 |
154 |
72 |
|
Accruals |
721 |
641 |
973 |
874 |
|
Borrowings |
8,103 |
5,798 |
6,237 |
4,882 |
|
Amounts owed to subsidiary undertakings |
– |
1,124 |
– |
1,124 |
|
Lease liabilities |
326 |
– |
848 |
– |
|
|
11,909 |
9,369 |
9,787 |
7,902 |
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
|
Derivative financial liabilities |
- |
- |
619 |
619 |
|
Total financial liabilities |
11,909 |
9,369 |
10,406 |
8,521 |
Prepayments, VAT, taxation and social security, deferred share issue costs, provisions for disputed claims by loan note holders and amounts to be settled in shares are not financial instruments and are excluded. The 2025 analysis has been re-presented on the same basis. As previously reported, it showed trade and other receivables of £667k (Company: £74k), including prepayments and VAT of £164k (Company: £68k), and trade and other payables of £4,816k (Company: £2,893k), including taxation and social security and amounts now presented as provisions (note 30) of £2,115k (Company: £997k); it did not include lease liabilities of £848k or the £1,124k owed by the Company to subsidiary undertakings. The Company’s loans to subsidiaries (£1,663k) and loan to Recyclus Group Limited (£7,293k) were previously described as a loan receivable and as amounts due from subsidiaries. The other 2025 amounts are as previously reported. The re-presentation has no effect on the statement of financial position.
Financial assets of £1k and financial liabilities of £523k of Halo, which is classified as a disposal group held for sale (note 22), are not included above.
Fair value measurement
The carrying amounts of financial assets and financial liabilities measured at amortised cost are considered to approximate their fair values. For the Atlas bonds, the £1,700k payable to the holder under the Deed of Restructure and Standstill, at which the amounts owed were settled after the year end, is taken as the fair value of the restructured liability. This is a level 2 measurement.
Financial instruments measured at fair value are classified in a three-level hierarchy according to the inputs used to value them: level 1, quoted prices in active markets for identical instruments; level 2, other inputs observable in the market; and level 3, inputs that are not based on observable market data. None of the financial instruments measured at fair value was classified in level 2 in either year. The level 2 measurements in these financial statements are the fair value of the Atlas liability given above and the measurement of the Halo disposal group (note 22), which is not a financial instrument.
|
Group |
2026 |
2026 |
2025 |
2025 |
|
Unquoted equity investments at fair value through profit or loss |
– |
141 |
– |
– |
|
Listed equity investments at fair value through profit or loss |
– |
– |
189 |
– |
|
Unquoted equity investment at fair value through other comprehensive income |
– |
30 |
– |
30 |
|
Financial assets at fair value |
– |
171 |
189 |
30 |
|
Derivative financial liabilities |
– |
- |
– |
619 |
The Company holds the same instruments at fair value as the Group and, in addition, its loan to Recyclus Group Limited of £5,299k (2025: £7,293k), which is classified in level 3. There were no transfers between levels in either year. The Group’s interests in Emperium 1 Holdings Corporation and Technology Minerals Idaho Limited entered level 3 when they ceased to be accounted for as associates on 30 August 2025.
The valuation techniques and significant unobservable inputs for each class are described in the notes on the loan to Recyclus Group Limited (note 21), the unquoted equity investments (notes 18 and 25) and the derivative financial liabilities (note 29). The fair value of the loan to Recyclus Group Limited is a key source of estimation uncertainty (note 4).
The movements in level 3 measurements were:
|
|
Unquoted equity, profit or loss |
Unquoted equity, OCI |
Derivative financial liabilities |
Loan to Recyclus (Company) |
|
At 1 July 2025 |
– |
30 |
619 |
7,293 |
|
Recognised on ceasing to be an associate |
138 |
– |
– |
– |
|
Interest added to the loan |
– |
– |
– |
287 |
|
Management fees added to the loan |
– |
– |
– |
40 |
|
Change in fair value recognised in profit or loss |
3 |
– |
(128) |
(2,321) |
|
Derecognised on extinguishment of the Atlas bonds |
|
|
(491) |
|
|
At 30 June 2026 |
141 |
30 |
- |
5,299 |
The changes in fair value of the unquoted equity investments and the loan to Recyclus relate to instruments held at 30 June 2026. The derivative financial liabilities fell to nil: the CLG derivative of £128k was released to profit or loss when the bonds matured, within the gain on derivative financial liabilities, and the Atlas derivative of £491k was derecognised when the bonds were extinguished on 12 December 2025, within the gain on extinguishment of financial liabilities (note 11). The loan to Recyclus at 30 June 2026 is the loan recognised on 20 February 2026 on the revised terms, when the loan made under the February 2022 agreement was derecognised (note 4); its change in fair value is shown for the year as a whole. The gain of £3k on the unquoted equity investments is included in profit or loss (note 13), and the Company’s loss of £2,321k on its loan to Recyclus in the Company’s loss for the year.
The effect of reasonably possible changes in the significant unobservable inputs, before tax, would be:
|
|
Fair value |
Effect of increase |
Effect of decrease |
|
Loan to Recyclus Group Limited (Company) — discount rate 1 percentage point higher or lower |
5,299 |
(175) |
184 |
The effect would be recognised in the Company’s profit or loss. The effect of a 10% change in the value of the Group’s unquoted equity investments is set out under equity price risk below.
Capital management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders, and to support its development. The Board regards total equity as capital, and reviews the capital structure regularly, taking into account the Group’s funding requirements, forecast cash flows and the terms on which equity and debt finance are available. Total equity at 30 June 2026 was a deficit of £2,781k for the Group (2025: a deficit of £401k) and £3,632k for the Company (2025: £6,766k). The Group is not subject to externally imposed capital requirements. The directors’ assessment of going concern is set out in note 2.
Credit risk
Credit risk is the risk of financial loss if a customer or other counterparty fails to meet its contractual obligations. The Group is exposed to credit risk on its trade and other receivables, grant receivable and cash. The Company is also exposed to credit risk on its loans and advances to subsidiaries and on its loan to Recyclus Group Limited. The maximum exposure to credit risk is the carrying amount of these assets:
|
|
Group |
Company |
Group |
Company |
|
Trade receivables |
491 |
– |
417 |
– |
|
Other receivables and grant receivable |
107 |
– |
86 |
6 |
|
Cash and cash equivalents |
30 |
1 |
104 |
– |
|
Loans to subsidiaries at amortised cost |
– |
1,362 |
– |
1,663 |
|
Advances to Recyclus Group Limited at amortised cost |
– |
100 |
– |
– |
|
Loan to Recyclus Group Limited at fair value through profit or loss |
– |
5,299 |
– |
7,293 |
|
Maximum exposure |
628 |
6,762 |
607 |
8,962 |
The loan to Recyclus Group Limited is measured at fair value, which reflects the credit risk of Recyclus (note 21).
As noted elsewhere, in the year the Company made an unsecured interest free short-term loan to Recyclus of £100k for equipment purchases.
Trade receivables
Trade receivables arise in the Battery Recycling segment. The Group’s customers include vehicle manufacturers, a commodity trader, a producer compliance scheme and a government department. At 30 June 2026 the largest customer balance represented 30% of trade receivables (2025: 34%) and the five largest 71% (2025: 82%).
All of the Group’s trade receivables are assigned, with full recourse, under the receivables financing facility described in note 29, so the Group retains the credit risk and the receivables continue to be recognised in full.
The Group measures the loss allowance on trade receivables at an amount equal to lifetime expected credit losses, based on its experience of payment by each customer and on forward-looking information. The ageing of trade receivables by due date and the loss allowance were:
|
|
Not yet due |
1–30 days past due |
31–60 days past due |
61–90 days past due |
Over 90 days past due |
Total |
|
30 June 2026 |
|
|
|
|
|
|
|
Gross carrying amount |
374 |
57 |
46 |
13 |
1 |
491 |
|
Expected loss rate |
– |
– |
– |
– |
– |
– |
|
Loss allowance |
– |
– |
– |
– |
– |
– |
|
30 June 2025 |
|
|
|
|
|
|
|
Gross carrying amount |
261 |
66 |
25 |
12 |
53 |
417 |
|
Loss allowance |
– |
– |
– |
– |
– |
– |
Cash and cash equivalents
At 30 June 2026 £18k of the Group’s cash of £30k was held with Coutts & Co, part of NatWest Group plc, and the balance with local banks in Spain and Cameroon and with other UK institutions. The directors consider the credit risk on cash balances to be low and no loss allowance is recognised.
The Company’s loans and advances to subsidiaries, and the assessment of expected credit losses on them, are described in note 21.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group is loss-making and has been funded by equity placings, convertible loan notes and other borrowings. At 30 June 2026 each of the Company’s three convertible loan note instruments was in default (the restructured liabilities to the holders of the Swann loan notes and the Atlas bonds subject to the standstill under the Deeds of Restructure and Standstill of 12 December 2025, and the CLG bonds matured and unpaid), and a significant proportion of trade payables was overdue. After the year end the Company completed a placing and settled the convertible loan notes (note 37). The directors’ assessment of going concern is set out in note 2.
The tables below analyse financial liabilities by the earliest date on which payment could be required, on the basis of undiscounted contractual cash flows including interest. Amounts repayable on demand, including all borrowings in default, are included in the earliest band. The derivative financial liabilities at 30 June 2025 of £619k (2026: nil) were embedded in the convertible loan notes and are not shown separately; the loan notes are shown at their full contractual cash flows. The provision for the holder’s default claims on the CLG bonds (£357k) is not a financial liability and is not included (note 30).
|
Group — 30 June 2026 |
Carrying amount |
Within 1 year or on demand |
1 to 2 years |
2 to 5 years |
Over 5 years |
Contractual cash flows |
|
Trade payables |
2,050 |
2,050 |
– |
– |
– |
2,050 |
|
Insurance premium finance and asset finance |
134 |
134 |
– |
– |
– |
134 |
|
Other payables |
575 |
575 |
– |
– |
– |
575 |
|
Accruals |
721 |
721 |
– |
– |
– |
721 |
|
Convertible loan notes — Swann |
3,400 |
3,400 |
– |
– |
– |
3,400 |
|
Convertible loan notes — Atlas |
1,700 |
1,700 |
– |
– |
– |
1,700 |
|
Convertible loan notes — CLG |
698 |
698 |
– |
– |
– |
698 |
|
Loan from Century Cobalt |
510 |
511 |
– |
– |
– |
511 |
|
Loan from Mega Company |
485 |
485 |
– |
– |
– |
485 |
|
Loan from a director |
8 |
8 |
– |
– |
– |
8 |
|
Bounce Back Loan |
2 |
2 |
– |
– |
– |
2 |
|
Receivables financing facility — Close Invoice Finance |
352 |
352 |
– |
– |
– |
352 |
|
Asset finance — Close Brothers |
948 |
300 |
300 |
626 |
– |
1,226 |
|
Lease liabilities |
326 |
70 |
70 |
210 |
– |
350 |
|
Total |
11,909 |
11,006 |
370 |
836 |
– |
12,212 |
The liabilities of Halo, which are not included above, comprise trade payables and accruals of £120k, all due within one year, and a lease liability of £402k with contractual cash flows of £448k, of which £81k falls due within one year.
|
Company — 30 June 2026 |
Carrying amount |
Within 1 year or on demand |
1 to 2 years |
2 to 5 years |
Over 5 years |
Contractual cash flows |
|
Trade payables |
1,339 |
1,339 |
– |
– |
– |
1,339 |
|
Other payables |
467 |
467 |
– |
– |
– |
467 |
|
Accruals |
641 |
641 |
– |
– |
– |
641 |
|
Convertible loan notes — Swann, Atlas and CLG |
5,798 |
5,798 |
– |
– |
– |
5,798 |
|
Amounts owed to subsidiary undertakings |
1,124 |
1,124 |
– |
– |
– |
1,124 |
|
Total |
9,369 |
9,369 |
– |
– |
– |
9,369 |
The amount owed to Onshore Energy Limited, a subsidiary, has no fixed repayment date and is included in the earliest band.
|
Group — 30 June 2025 |
Carrying amount |
Within 1 year or on demand |
1 to 2 years |
2 to 5 years |
Over 5 years |
Contractual cash flows |
|
Trade payables, other payables and accruals |
3,476 |
3,476 |
– |
– |
– |
3,476 |
|
Convertible loan notes |
4,882 |
5,460 |
– |
– |
– |
5,460 |
|
Other loans and receivables financing facility |
1,355 |
1,355 |
– |
– |
– |
1,355 |
|
Lease liabilities |
848 |
149 |
151 |
465 |
182 |
947 |
|
Total |
10,561 |
10,440 |
151 |
465 |
182 |
11,238 |
|
Company — 30 June 2025 |
Carrying amount |
Within 1 year or on demand |
1 to 2 years |
2 to 5 years |
Over 5 years |
Contractual cash flows |
|
Trade payables, other payables and accruals |
2,670 |
2,670 |
– |
– |
– |
2,670 |
|
Convertible loan notes |
4,882 |
5,460 |
– |
– |
– |
5,460 |
|
Amounts owed to subsidiary undertakings |
1,124 |
1,124 |
– |
– |
– |
1,124 |
|
Total |
8,676 |
9,254 |
– |
– |
– |
9,254 |
The convertible loan notes were in default at 30 June 2026 and are presented as current liabilities. The amounts in default, the Deeds of Restructure and Standstill entered into with the holders of the Swann loan notes and the Atlas bonds on 12 December 2025, and the settlement of all three instruments after the year end are described in notes 29 and 37. The security given for the Group’s borrowings is described in note 29.
Market risk
Foreign exchange risk
The Group’s presentation currency is sterling. Its subsidiaries in Spain and Cameroon have the euro and the CFA franc as their functional currencies, and the Battery Recycling segment makes some sales and purchases in US dollars and euro. The Group does not hedge its foreign exchange exposures.
The Group’s exposure to foreign exchange risk, being the sterling equivalent of monetary items denominated in a currency other than the functional currency of the entity holding them, was:
|
|
US dollar |
Euro |
Sterling |
US dollar |
Euro |
Sterling |
|
Trade receivables |
47 |
2 |
– |
– |
5 |
– |
|
Cash and cash equivalents |
(1) |
3 |
– |
22 |
9 |
– |
|
Trade and other payables |
(34) |
(154) |
– |
– |
(4) |
– |
|
Loan from the Company — Asturmet Recursos SL |
– |
– |
(1,053) |
– |
– |
(955) |
|
Loan from the Company — Technology Minerals Cameroon Limited |
– |
– |
(711) |
– |
– |
(694) |
|
Net exposure |
12 |
(149) |
(1,764) |
22 |
10 |
(1,649) |
The sterling amounts are loans from the Company to its subsidiaries in Spain and Cameroon. Although the loans are eliminated on consolidation, the exchange differences on them are not: they are recognised in the subsidiaries’ profit or loss, and an equal and opposite difference arises in other comprehensive income when the subsidiaries’ results and financial position are translated into sterling. The 2025 figures include these loans, which were not included in the corresponding disclosure last year.
The effect of a 10% weakening of the relevant currency against sterling, before tax, would be as follows. A 10% strengthening would have an approximately equal and opposite effect.
|
|
2026 |
2026 |
2025 |
2025 |
|
US dollar and euro balances |
13 |
– |
– |
1 |
|
Sterling loans to Asturmet Recursos SL and Technology Minerals Cameroon Limited |
(176) |
– |
(165) |
– |
|
Translation of the net assets of Asturmet Recursos SL and Technology Minerals Cameroon Limited |
– |
94 |
– |
80 |
|
Total |
(163) |
94 |
(165) |
81 |
Interest rate risk
The Group’s borrowings are at fixed rates, except the receivables financing facility, which bears interest at 2.65% above base rate. Contractual interest on the Swann loan notes and the Atlas bonds ceased to accrue under the Deeds of Restructure and Standstill entered into on 12 December 2025, and the loan from a director is interest-free. Borrowings by interest basis were:
|
|
Group |
Company |
Group |
Company |
|
Floating rate |
352 |
– |
1,994 |
1,760 |
|
Fixed rate |
2,643 |
698 |
4,235 |
3,122 |
|
Not bearing interest at the reporting date |
5,108 |
5,100 |
8 |
– |
|
Borrowings |
8,103 |
5,798 |
6,237 |
4,882 |
A rise of one percentage point in interest rates would have increased the loss before tax by £4k (2025: £24k), and a fall would have had an equal and opposite effect. The Company’s loan to Recyclus Group Limited is measured at fair value; the effect of a change in the discount rate is shown under fair value measurement above.
Equity price risk
The Group’s equity investments at 30 June 2026 are unquoted. A 10% fall in their value would have increased the loss before tax by £14k (2025: £19k, on the listed investment in Critical Metals Corp, which was sold during the year) and reduced other comprehensive income by £3k (2025: £3k).
Commodity price risk
The Group’s sales to Glencore International AG are invoiced at provisional prices, which are finalised after delivery by reference to Glencore’s assay and to metal prices. Receivables of £47k were outstanding on these sales at 30 June 2026. These receivables are therefore exposed to changes in metal prices until the final invoice is issued. At 30 June 2026 five shipments had not been finally priced; the cobalt and nickel they contained was valued at £263k at the provisional prices, before Glencore’s processing and freight charges. A 10% change in cobalt and nickel prices would have changed the loss before tax by about £26k (2025: £27k).
- Related party transactions
The remuneration of the directors, who are the Group’s key management personnel, is set out in note 9.
During the year the Company charged £167k (2025: £228k) for the provision of management services to its subsidiaries.
During the year the Company provided an aggregate of £0.2 million (2025: £1.1 million) of loans to its subsidiaries. The interest charged on the loans was 2.5% per annum and the amount charged for the period was £287k (2025: £348k). See note 21.
As at 30 June 2026 amounts receivable and payable from and to subsidiary undertakings was as follows (the receivables from Technology Minerals Cameroon and Asturmet Recursos S.L. are stated after loss allowances of £142k and £259k, note 21):
|
Company |
2026 £000 |
2025 £000 |
|
Techmin Limited |
– |
- |
|
Emperium 1 Holdings Corporation (associate from 28 Feb 2025, receivable impaired after sale of 70% shares) |
– |
- |
|
Technology Minerals Idaho Limited (associate from 28 Feb 2025, receivable impaired after sale of 70% shares) |
– |
- |
|
Technology Minerals Cameroon |
568 |
694 |
|
LRH Resources Ltd |
– |
- |
|
Asturmet Recursos S.L. |
794 |
955 |
|
Mantle Infrastructure Ltd (formerly Cornish Battery Metals Ltd) |
– |
14 |
|
Total receivable from subsidiaries carried at amortised cost |
1,362 |
1,663 |
|
|
|
|
|
Onshore Energy Limited |
(1,124) |
(1,124) |
|
Total payable to subsidiaries carried at amortised cost |
(1,124) |
(1,124) |
|
|
|
|
|
Recyclus Group Limited (note 21) |
5,299 |
7,293 |
|
Total receivable from subsidiaries carried at fair value |
5,299 |
7,293 |
Other related parties
Century Cobalt Limited, which is controlled by Alex Stanbury, a director, has lent £510k (2025: £544k) to Recyclus Group Limited at 10% above Bank of England base rate, capped at 13.5% from 2 March 2026 (note 29). Interest of £72k was charged and repayments of £106k were made in the year. Century Cobalt Limited held 6.7% of the Company’s ordinary shares at 30 June 2026.
Mega Company, of which the husband of Chang Oh Turkmani, a director, is an owner and trustee, has lent £485k (2025: £559k) to Recyclus Group Limited at 12% a year (note 29). Interest of £56k was charged and repayments of £131k were made in the year.
Alex Stanbury has lent £8k (2025: £8k) to Recyclus Group Limited, interest-free and repayable on demand (note 29).
Alex Stanbury and Robin Brundle have given personal indemnities to Close Invoice Finance Limited in support of the receivables financing facility of LiBatt Recycling Limited and LiBox Ltd (note 29). No fee is paid for them.
On 10 October 2025 Recyclus Group Limited advanced £10k to Robin Brundle, then a director of the Company, which he repaid through payroll on 30 October 2025, and in December 2025 £1k of car hire costs paid on his behalf was recovered from him through payroll. The advance was interest-free and unsecured. No amount was outstanding at 30 June 2026.
Recyclus Group Limited had advanced £77k (2025: £77k) to Alex Stanbury, a director of the Company. The advance was interest-free and unsecured, with no fixed date for repayment, and no amount was repaid in the year. The amount was written off in the year and is included in impairment of financial instruments.
Remuneration owed to the directors and unpaid at 30 June 2026 was £586k (2025: £166k). Arrears of £297k to 31 March 2026 were settled in shares after the year end (note 37).
- Notes supporting statement of cashflows
Changes in liabilities arising from financing activities
The tables below show the changes in the Group’s liabilities arising from financing activities, being those for which cash flows are presented within financing activities in the statement of cash flows, and the movement in net debt.
|
|
At 1 July 2025 |
Cash flows |
Interest and finance costs |
Changes in fair value |
Held for sale |
Other changes |
At 30 June 2026 |
|
Convertible loan notes |
4,882 |
– |
556 |
– |
– |
360 |
5,798 |
|
Derivative financial liabilities |
619 |
– |
– |
(128) |
– |
(491) |
– |
|
Penalty interest and default claim provisions |
774 |
– |
258 |
– |
– |
(675) |
357 |
|
Other loans, asset finance and invoice finance |
1,355 |
819 |
131 |
– |
– |
– |
2,305 |
|
Lease liabilities |
848 |
– |
29 |
– |
(402) |
(149) |
326 |
|
Unpaid lease rentals |
173 |
(119) |
– |
– |
(63) |
149 |
140 |
|
Share subscriptions received in advance |
(3) |
36 |
– |
– |
– |
– |
33 |
|
Liabilities arising from financing activities |
8,648 |
736 |
974 |
(128) |
(465) |
(806) |
8,959 |
|
|
|
|
|
|
|
|
|
|
Net debt |
|
|
|
|
|
|
|
|
Loan notes and other loans |
6,237 |
819 |
687 |
– |
– |
360 |
8,103 |
|
Cash and cash equivalents |
(104) |
125 |
– |
– |
– |
(2) |
19 |
|
Net debt |
6,133 |
944 |
687 |
– |
– |
358 |
8,122 |
|
|
At 1 July 2024 |
Cash flows |
Interest and finance costs |
Changes in fair value |
Held for sale |
Other changes |
At 30 June 2025 |
|
Convertible loan notes |
4,983 |
78 |
924 |
– |
– |
(1,103) |
4,882 |
|
Derivative financial liabilities |
549 |
– |
– |
313 |
– |
(243) |
619 |
|
Penalty interest and default claim provisions |
181 |
(150) |
743 |
– |
– |
– |
774 |
|
Other loans, asset finance and invoice finance |
787 |
439 |
129 |
– |
– |
– |
1,355 |
|
Lease liabilities |
963 |
– |
32 |
– |
– |
(147) |
848 |
|
Unpaid lease rentals |
87 |
(61) |
– |
– |
– |
147 |
173 |
|
Liabilities arising from financing activities |
7,550 |
306 |
1,828 |
313 |
– |
(1,346) |
8,651 |
|
|
|
|
|
|
|
|
|
|
Net debt |
|
|
|
|
|
|
|
|
Loan notes and other loans |
5,770 |
517 |
1,053 |
– |
– |
(1,103) |
6,237 |
|
Cash and cash equivalents |
(23) |
(81) |
– |
– |
– |
– |
(104) |
|
Net debt |
5,747 |
436 |
1,053 |
– |
– |
(1,103) |
6,133 |
The provision for penalty interest on the CLG bonds is presented as a provision (note 30). The other changes in the convertible loan notes, derivative financial liabilities and provisions arise from the extinguishment of the Swann loan notes and the Atlas bonds on 12 December 2025: the instruments, the Atlas embedded derivative and the provision for the Atlas holder’s claims were derecognised and the restructured liabilities recognised (note 29). Together they equal the net gain on extinguishment of £806k, a non-cash item. Lease rentals invoiced or accrued by the Group’s landlords are transferred from lease liabilities to trade and other payables until they are paid: the transfers are shown as other changes and the payments as cash flows. The unpaid lease rentals of Halo Battery Recycling Limited at 30 June 2026 are included in liabilities held for sale (note 22). Share subscriptions received in advance of the allotment of shares are included in other payables.
In 2025, cash flows on the convertible loan notes include £400k received for loan notes issued in June 2024, which were recognised as a liability when they were issued; the receipt is therefore matched by an equal other change. Other changes in the convertible loan notes also comprise their conversion to equity (£707k) and a reclassification of £4k to other receivables. Other changes in derivative financial liabilities include their derecognition on the conversion of loan notes (£126k). The £150k paid to the Atlas bondholder in May 2025 was charged to finance costs and is shown in the penalty interest and default claim line.
Net debt comprises convertible loan notes and other loans less cash and cash equivalents. Cash and cash equivalents are stated as in the statement of cash flows, net of the bank overdraft, and their other changes are exchange differences. The definition is unchanged from 2025. The 2025 figures reflect the re-presentation of the 2025 statement of cash flows described in note 2.
Company
Changes in the Company’s liabilities arising from financing activities are as follows:
|
|
At 1 July 2025 |
Cash flows |
Interest and finance costs |
Changes in fair value |
Other changes |
At 30 June 2026 |
|
Convertible loan notes |
4,882 |
– |
556 |
– |
360 |
5,798 |
|
Derivative financial liabilities |
619 |
– |
– |
(128) |
(491) |
– |
|
Penalty interest and default claim provisions |
774 |
– |
258 |
– |
(675) |
357 |
|
Share subscriptions received in advance |
(3) |
36 |
– |
– |
– |
33 |
|
Liabilities arising from financing activities |
6,272 |
36 |
814 |
(128) |
(806) |
6,188 |
|
|
At 1 July 2024 |
Cash flows |
Interest and finance costs |
Changes in fair value |
Other changes |
At 30 June 2025 |
|
Convertible loan notes |
4,983 |
140 |
924 |
– |
(1,165) |
4,882 |
|
Derivative financial liabilities |
549 |
– |
– |
313 |
(243) |
619 |
|
Penalty interest and default claim provisions |
181 |
(150) |
743 |
– |
– |
774 |
|
Liabilities arising from financing activities |
5,713 |
(10) |
1,667 |
313 |
(1,408) |
6,275 |
Significant non-cash investing and financing transactions
Investing and financing transactions that did not require the use of cash or cash equivalents, and are therefore excluded from the statements of cash flows, were as follows:
|
|
Group |
Group |
Company |
Company |
|
Retained interest in former associates recognised at fair value on loss of significant influence |
138 |
– |
138 |
– |
|
Conversion of loan notes to equity |
– |
707 |
– |
707 |
|
Interest and management charges added to loans to subsidiaries |
– |
– |
455 |
576 |
|
Proceeds from the sale of investments collected by a subsidiary and applied to the Company’s liabilities |
– |
– |
28 |
– |
The conversion of loan notes in 2025 is described in note 31.
Supplier finance arrangement
In April 2026 LiBatt Recycling Limited financed the premiums on its insurance policies for 2026/27 through an insurance premium finance arrangement with Premium Credit Limited. The finance provider paid the insurers in full, and LiBatt repays it in 10 monthly instalments, the last due on 19 January 2027, at an effective interest rate of about 24% a year. The amounts owed to the finance provider are included in trade and other payables (note 27), and the instalments are presented within operating activities in the statement of cash flows. The premiums financed are a non-cash transaction.
|
|
2026 |
2025 |
|
Liabilities under the arrangement, included in trade and other payables |
133 |
- |
|
of which the finance provider has already paid the insurers |
133 |
- |
|
Range of payment due dates: liabilities under the arrangement |
up to 9 months |
- |
|
Range of payment due dates: comparable trade payables |
up to 1 month |
- |
|
Insurance premiums financed (non-cash) |
176 |
- |
- Events occurring after the reporting date
Share capital reorganisation, placing and admission
On 17 July 2026 shareholders approved the subdivision of each ordinary share of 0.1p into one ordinary share of 0.05p and one deferred share, so that new shares could be issued at 0.05p. On 20 July 2026, following the publication of a prospectus on 17 July 2026, the Company completed a placing that raised £2,085k before expenses at 0.05p a share, and the new shares were admitted to trading. On Admission 9,351,083,482 new ordinary shares were issued: 4,170,000,000 in the placing, 3,850,000,000 in the settlements with the holders of the Swann loan notes and the Atlas bonds described below, and 1,331,083,482 in settlement of amounts owed to other creditors, of which 593,244,760 were issued to directors and 275,682,610 to CLG Capital LLC under the settlement described below. A further 324,317,390 shares were issued to CLG Capital LLC, completing the 600,000,000 shares due to it, and 149,129,280 under a retail offer at the placing price, which raised £74,565. Nicholas Bridle, a director, subscribed £250k in the placing, of which £15k was settled by offset against amounts owed to him by the Company, and Chang Oh Turkmani subscribed £150k of which £23k was offset by amounts owed to her. In addition, 210,596,600 new ordinary shares were issued to Robin Brundle in relation to a settlement agreement at the placing price.
Settlement of the Swann loan notes
On 13 July 2026 the Company agreed with the holder of the Swann loan notes to settle the restructured amount for £2.9m: £1.625m by the issue of 3,250,000,000 ordinary shares at 0.05p and £1.275m by a term loan repayable 24 months after completion and bearing interest at 8% a year. The holder also received 1,625,000,000 warrants, exercisable for 36 months, half at 0.15p and half at 0.2p a share, whose exercise price is reduced if the Company later issues shares at a lower price. The settlement completed on 20 July 2026. The restructured liability to the holder was carried at £3.4m at 30 June 2026 (note 29). The settlement will be accounted for in the year ending 30 June 2027, when the shares will be measured at their fair value on issue and the term loan and warrants at fair value on initial recognition. The resulting gain will therefore differ from the £0.5m difference between the carrying amount and the settlement amount and cannot yet be estimated reliably. Following the settlement and the placing, the holder held 28.50% of the Company’s ordinary shares.
Settlement of the Atlas bonds
Under the Deed of Restructure and Standstill, as amended and restated on 14 July 2026, the £1,700k owed to the holder of the Atlas bonds was settled on 20 July 2026 by a cash payment of £750k, the issue of 600,000,000 ordinary shares at 0.05p (£300k) and a loan of £650k repayable over two years at 8% a year. At 30 June 2026 the restructured liability to the holder was carried at £1,700k (note 29). The gain or loss on settlement, which depends on the fair value of the shares issued and of the new loan, will be recognised in the year ending 30 June 2027 and cannot yet be estimated reliably.
Settlement of the CLG bonds
On 31 July 2026 the Company entered into a Deed of Settlement and Restructure with CLG Capital LLC, under which its claims are settled for £700k: £300k by the issue of 600,000,000 ordinary shares at 0.05p, £368k by a loan note and £32k in cash. The settlement completed on 16 September 2026, when the last of the shares were allotted. At 30 June 2026 the Company’s obligations to CLG Capital LLC, including the provision for default claims, were carried at £1,055k (notes 29 and 30). The gain on settlement will be recognised in the year ending 30 June 2027; it depends on the fair value of the shares and the loan note and cannot yet be estimated reliably.
Sale of Halo Battery Recycling Limited
On 23 July 2026 Recyclus Group Limited sold the entire issued share capital of Halo Battery Recycling Limited to ZC Technologies plc for £216k, of which £50k had been received before the year end. Halo was classified as held for sale at 30 June 2026 and measured at fair value less costs to sell (note 22), which is the consideration less the estimated costs of disposal. A gain or loss on completion will therefore arise only from changes in Halo’s net assets before completion and in the costs of disposal and is not expected to be material. Any gain or loss will be shared with non-controlling interests.
Conditional acquisition of D3IP
On 30 September 2026, the Company announced that it has entered conditional binding terms, subject to completion of due diligence, to acquire D3IP. The financial effect of the acquisition cannot yet be estimated.
Subdivision of shares
On 17 July 2026, shareholders approved a change in the nominal value of ordinary shares from £0.001 per share to £0.0005 per share being the price at which new shares were placed. Ordinary shares outstanding at that date were 3,144,394,215 and one A Ordinary Share for each ordinary share was agreed to be issued by shareholders in October 2026 in respect of the sub-division of shares, with a corresponding change to the Company’s Articles of Association. The A Ordinary Shares carry no voting rights, no rights to participate in dividends and no material economic rights.
- Capital commitments
The Group and the Company had no capital commitments at 30 June 2026 (2025: none).
- Ultimate controlling party
The company does not have a single controlling party.
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