213800XG175G91JW8W372025-01-012025-12-31213800XG175G91JW8W372024-01-012024-12-31213800XG175G91JW8W372025-12-31213800XG175G91JW8W372024-12-31213800XG175G91JW8W372023-12-31213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember213800XG175G91JW8W372024-12-31ifrs-full:IssuedCapitalMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:IssuedCapitalMember213800XG175G91JW8W372025-12-31ifrs-full:IssuedCapitalMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:IssuedCapitalMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:IssuedCapitalMember213800XG175G91JW8W372023-12-31ifrs-full:IssuedCapitalMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:IssuedCapitalMember213800XG175G91JW8W372024-12-31ifrs-full:SharePremiumMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:SharePremiumMember213800XG175G91JW8W372025-12-31ifrs-full:SharePremiumMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:SharePremiumMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:SharePremiumMember213800XG175G91JW8W372023-12-31ifrs-full:SharePremiumMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:SharePremiumMember213800XG175G91JW8W372024-12-31capd:TotalShareCapitalMember213800XG175G91JW8W372025-01-012025-12-31capd:TotalShareCapitalMember213800XG175G91JW8W372025-12-31capd:TotalShareCapitalMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMembercapd:TotalShareCapitalMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMembercapd:TotalShareCapitalMember213800XG175G91JW8W372023-12-31capd:TotalShareCapitalMember213800XG175G91JW8W372024-01-012024-12-31capd:TotalShareCapitalMember213800XG175G91JW8W372024-12-31ifrs-full:OtherReservesMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:OtherReservesMember213800XG175G91JW8W372025-12-31ifrs-full:OtherReservesMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:OtherReservesMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:OtherReservesMember213800XG175G91JW8W372023-12-31ifrs-full:OtherReservesMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:OtherReservesMember213800XG175G91JW8W372024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372025-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember213800XG175G91JW8W372024-12-31capd:TotalReservesMember213800XG175G91JW8W372025-01-012025-12-31capd:TotalReservesMember213800XG175G91JW8W372025-12-31capd:TotalReservesMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMembercapd:TotalReservesMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMembercapd:TotalReservesMember213800XG175G91JW8W372023-12-31capd:TotalReservesMember213800XG175G91JW8W372024-01-012024-12-31capd:TotalReservesMember213800XG175G91JW8W372024-12-31ifrs-full:RetainedEarningsMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:RetainedEarningsMember213800XG175G91JW8W372025-12-31ifrs-full:RetainedEarningsMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:RetainedEarningsMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:RetainedEarningsMember213800XG175G91JW8W372023-12-31ifrs-full:RetainedEarningsMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:RetainedEarningsMember213800XG175G91JW8W372024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800XG175G91JW8W372024-12-31ifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372025-01-012025-12-31ifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372025-12-31ifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372023-12-31ifrs-full:PreviouslyStatedMemberifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372023-12-31ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372023-12-31ifrs-full:NoncontrollingInterestsMember213800XG175G91JW8W372024-01-012024-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:USDiso4217:USDxbrli:shares
Graphics
Annual
Report
2025

Graphics
Capital Limited
Annual Report 2025
1
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
About Capital
02 2025 in review
03 Our Company at a glance
05 20 years of Capital Limited
06 Executive Chair’s statement
36 Sustainability
45 Taskforce on Climate-Related
Financial Disclosures
Capital is a leading mining
services company providing
a complete range of drilling,
mining and geochemical
laboratory solutions to
customers within the global
minerals industry
11 Investment Case
12 Business Model
13 Strategy
20 Key Performance Indicators
22 Operational Review
22 – Capital Drilling
23 – Capital Mining
24 – MSALABS
25 – Capital Investments
26 – Capital Innovation
27 Chief Financial Officer’s
Review
30 Principal Risks
34 Viability Statement
102 Independent Auditor’s
Report
109 Consolidated Statement
of Profit or Loss and Other
Comprehensive Income
110 Consolidated Statement
of Financial Position
112 Consolidated Statement
of Changes in Equity
113 Consolidated Statement
of Cash Flows
114 Notes to the Consolidated
Financial Statements
For more investor relations |
www.capdrill.com/investors
What’s inside
STRATEGIC
SUSTAINABILITY
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
SUPPLEMENTARY INFORMATION
58 Chair’s Introduction to
Governance
60 Board of Directors
62 Corporate Governance
Report
71 Statement of Compliance
72 Audit & Risk
Committee Report
77 Nomination Committee
Report
80 Sustainability Committee
Report
82 Remuneration
Committee Report
97 HSSE Committee Report
99 Investment Committee
Report
100 Directors’ responsibilities
Statement
153 Alternative Performance
Measures
156 Shareholder Information
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
2
$345.8m
2024
$318.4m
2023
$290.3m
2022
2025
$348.0m
2024
$91.8m
2023
$86.4m
2022
$78.6m
1
2025
$79.5m
Record annual performance
for MSALABS
MSALABS achieved another year of record revenues
and good profitability alongside being the largest
global supplier of PhotonAssay™ technology.
Award of second mining
contract at Sukari
Remaining mining fleet at Sukari will be utilised
over this 18 month contract, which has already
commenced.
Completed successful
equity raise
Provides additional balance sheet capacity to support the
Group’s growth strategy.
2025 in review
Commenced new mining
contract at Reko Diq
Majority of our mining fleet has commenced
operations at Reko Diq in Pakistan on early civils work
and TSF construction.
$345.8m
Broadly flat as high revenue growth
at MSALABS replaced mining revenue
during mining fleet redeployment
$79.5m
Improved margins after mining fleet
redeployment
23.0%
for 2025
ADJUSTED EBITDAREVENUE
1 2024 restated
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
3
Capital Limited
Annual Report 2025
BY REGION
MENA 26%
CAF/WAF 22%
EAF 36%
NAM 16%
BY SERVICES
Drilling 69%
Non drilling 31%
BY LOCATION
Mine Site 83%
Non Mine Site 17%
BY ACTIVITY
Exploration 6%
Development 29%
Production 20%
Underground 15%
MSA 22%
Mining 8%
Drilling
Laboratories
Corporate office
Mining
Our company at a glance
Committed to safety,
training and local employment
Our global coverage
EMPLOYEES
3,251
NATIONALS
94.3%
NUMBER OF COUNTRIES
21
A diverse portfolio across geography and service
!"#$"#%"
&'()!
*"+,%-
"."/%"
$"0/%"
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
4
• End-to-end drilling services for
exploration through production
• Deploy a young, high-tech drill
fleet
• Load and haul services for mining
operations
• Combine traditional operations
with cutting-edge data solutions
• Comprehensive geochemical
analysis
• Utilise blend of traditional and
advanced technology and
techniques
• Investing in exploration and
mining companies
• Invest in companies with strategic
alignment to our operations
• Implementing mining technology
solutions
• Adopt technologies to transform
traditional operations
More information | Page 22 More information | Page 23 More information | Page 24 More information | Page 25 More information | Page 26
Our company at a glance continued
Graphics
Capital’s early days at Sukari
Capital at Sukari in 2026
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
5
This growth has occurred alongside a period
of significant change in the mining industry.
Orebodies have become deeper and more
complex; environmental and regulatory
expectations have increased; access to capital
has become more selective; and customers
now require integrated, end-to-end solutions
rather than standalone services.
We have deliberately positioned Capital to
respond to these changes. Our drilling business
has expanded across Africa, Asia, the Middle
East, and the Americas. We have established a
mining division, built our laboratories business
into a leading global challenger in assay services,
and invested in a portfolio of mining technology
companies aligned with the sector’s future needs.
As we enter our third decade, the outlook for the
industry remains highly compelling. Gold and
copper prices are at historically strong levels,
demand for critical minerals continues to grow,
exploration activity is increasing, and projects
are becoming more technically complex. In this
environment, the role of high-quality, reliable
service partners becomes even more important.
While the business has evolved, our founding
premise remains unchanged to deliver the
safest, best-in-class standards across all our
operations and to build long-term trust and
relationships with our customers and partners.
20 years of Capital Limited
At the centre of this journey has been our
people. I am particularly proud of the team we
have built over the past two decades. Many of
our leaders began their careers with Capital in
junior roles and have grown with the business
into positions of significant responsibility. This
reflects a consistent investment in training,
development, and opportunity, and has
created a culture that values accountability,
performance, and long-term commitment.
The depth of internally developed talent within
Capital is a defining strength of the business
and a key differentiator in our sector.
On behalf of the Board, I would like to thank
our employees, customers, shareholders and
partners for their continued trust and support. We
approach the next phase of our growth with the
same discipline, quality and long-term focus that
have defined Capital over the past twenty years.
Personally, I often reflect on where we started with
just a couple of rigs and a small team and what
the business has become today. That progress is
entirely down to the people who have backed us,
worked with us and grown alongside us over the
years. It’s something I’m incredibly proud of and it
gives me real confidence in what we can continue
to build together in the years ahead.
Brian Rudd
Founder and Executive Director
Two decades of
precision drilling and
mining excellence
More information about drilling | Page 22
See my Biography | Page 60
A message from our founder and Executive Director, Brian Rudd
Over the past twenty years, Capital has evolved from a
single-project drilling contractor at the Kabanga Nickel
exploration site in Northwestern Tanzania into a global,
integrated mining services provider.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
6
We ended 2025 at the higher end of our revised
range with $345.8 million revenue, having
raised guidance twice during the year for both
the Group and MSALABS. This comprised a
2.8% increase from our core drilling business
and record revenues from MSALABS which
were 68.2% higher than 2024. As anticipated,
with the majority of our mining fleet being
redeployed from Sukari in Egypt to Reko Diq
in Pakistan, our mining revenues were lower
at $26.4 million, meaning that Group revenues
were broadly in line with our 2024 performance.
As the Reko Diq mining contract continues to
ramp up, having already demonstrated a 39.7%
quarter-on-quarter increase by year end, in
conjunction with the recommencement of waste
mining operations at the Sukari Gold Mine,
we expect to see our mining revenue increase
above levels last seen in 2024.
Executive Chair’s statement
Two decades of consistent delivery
2025 marked the 20th year since Capital started
business with just two drill rigs in Tanzania.
Since then, we have delivered exceptional
yet disciplined growth, underpinned by our
unwavering commitment to quality which
allows us to build long-standing and trusting
relationships with our clients. A critical element
of this is retaining our industry-leading safety
record. In 2025, we recorded a total recordable
injury frequency rate (TRIFR) of 1.20 (2024:
0.78) and remained lost time injury (LTI)-free
across 29 sites. Whilst our TRIFR increased
slightly year-on-year, Capital still achieved
best-in-class performance, particularly in light
of the significant activity across the Group.
This is credit to the diligence we apply to safety
management and all practices across our
business, and congratulate our employees for
their efforts.
Our long-standing relationship with AngloGold
Ashanti, spanning Capital’s entire history,
exemplifies the value of enduring relationships
and the strength of our integrated service
offering. Consistent, predictable on-site
performance has built deep trust over time,
reinforcing our reputation as stable partners
with a commitment to excellence. Through
our end-to-end service offering, we act as
reliable global partners, supporting across
multiple stages of the value chain and across
multiple sites and jurisdictions. As a result,
client engagement continues to broaden, with
an increasing number of customers extending
contracts to cover multiple sites and a wider
combination of services.
Beyond service diversification, we also continue
to broaden our geographical reach. Over
recent years, whilst Africa has remained a core
part of Capital’s strategy, we have increased
our presence in North America through both
drilling and MSALABS and now in Pakistan
2025 has been a year of
two halves as we created a
strong foundation and then
transitioned into strong
growth on the back of new
contracts and positive
market dynamics.”
Jamie Boyton
Executive Chair
Consistent, predictable
on-site performance has
built deep trust over time,
reinforcing our reputation
as stable partners with a
commitment to excellence
Capital is
experiencing
strong
momentum
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
7
the positive momentum in the business is clear
into the end of 2025 and early 2026.
We have seen MSALABS deliver its most
successful year since its acquisition by
Capital achieving record revenue and strong
profitability, with a number of new labs
commissioned as well as increased utilisation
across the existing commercial labs. During
2025, we commissioned a laboratory at
Nevada Gold Mines, along with commercial
labs in Elko in Nevada, Fairbanks in Alaska and
Newfoundland as well as our first laboratory
at the Jabal Sayid mine in Saudi Arabia,
established with Barrick and Maaden enhancing
our presence in the Middle East.
Our mining division started its contract in April
2025 in Reko Diq, Pakistan, which is set to
be one of the world’s largest, longest life and
lowest cost copper-gold operations once built.
Our mining contracts involve both early works
civils and tailings storage facility (TSF) mining
services and reinforces our reputation for load
across all divisions. As a result, North America
contributes 16% to Group revenues, whilst
MENA contributes 26%, marking our continued
geographical diversification strategy.
Embedding operational resilience and
capturing growth
Capital’s drilling division experienced a solid
year with numerous contract renewals and
extensions in 2025, as well as an uptick in
exploration projects. That said, we retain
our heavy skew to mine site drilling (over
exploration) which we believe is crucial to
cross-cycle longevity and stability. We closed
the year with 137 rigs and maintained very
strong utilisation across our drilling fleet of
74%, near our long-term target of 75%.
We have further strengthened the wider
business during the year having navigated
some operational challenges in 2024 which led
to targeted leadership and operational changes
during 2025. Having embedded these changes,
Capital is on solid footing as we look ahead and
and haul services with blue-chip customers.
The majority of our mining fleet was deployed
to Reko Diq and commissioned in stages, with
the civils fleet commencing in April and the
TSF fleet commencing single shift in H2 2025.
We expect to reach full run rate from H2 2026.
Additionally, in early 2026, we were awarded a
waste moving contract with Sukari Gold Mine,
our second mining contract at the site and our
first with AngloGold Ashanti, meaning our entire
existing mining fleet is now utilised.
As we highlighted at our interim results, we
expected margins and returns to rebound in
H2 with contributions from improving drilling
operations, the commencement of mining at
Reko Diq and MSALABS entering profitability.
It is pleasing to be able to demonstrate the
recovery in our 2025 financials, achieving our
targeted Adjusted EBITDA margins in H2 2025.
Proactively supporting our growth
strategy with a backdrop of high
commodity prices
We anticipate increased demand into 2026
and beyond aided by a sustained period of
robust commodity prices, which has led to a
surge in capital markets activity and increased
exploration and capex budgets across our
major customers and the sector more broadly.
This is already generating strong momentum in
early 2026, across all divisions.
We have seen MSALABS deliver
its most successful year since its
acquisition by Capital achieving
record revenue and achieving
profitability”
Executive Chair’s statement continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
8
Executive Chair’s statement continued
Nevertheless, whilst we see capital expenditure
and exploration spend rising, they still remain
well below their peaks from the last cycle,
presenting a longer-term opportunity. Having
delivered across these cycles, Capital has
a strong track record in converting capital
expenditure to meaningful revenue and
earnings growth. We are focused on positioning
the business correctly to capture maximum
value from the anticipated phase of increased
demand. Therefore, with a tightening equipment
market and our utilisation already at elevated
levels, we took the decision to increase balance
sheet capacity to ensure we can respond
quickly to the growth opportunities emerging
across our divisions.
Near the end of 2025, we completed a
successful, oversubscribed $40 million equity
fundraise at a tight discount with strong support
from existing and new investors. The proceeds
of the placing have afforded additional
flexibility to capitalise on the increasing
demand environment for our services and
will support broader growth initiatives, while
providing capacity to secure further contract
wins. We have already started deploying
capital for our new mining contract at Sukari,
new laboratories in Côte d’Ivoire and Canada
and new grade control drilling contract with
Montage Gold. We appreciate the support from
our existing shareholders and welcome our new
shareholders to our growth path.
End-to-end value for our customers
We have continually broadened our service
offering to meet the evolving needs of our
clients, and a central driver of this progress
is our commitment to innovation and staying
ahead of technological change. By investing
in and adopting new technologies, we can
tackle our customers’ most pressing challenges
– whether that means improving operational
efficiency or reducing supply chain complexity
through our integrated service model. Our wide
range of interconnected services enables faster,
more informed decision making, for example
by removing the need for clients to coordinate
multiple contractors or manage offsite
processes that slow down delivery.
At the same time, our model positions us to
address critical sustainability priorities, from
enhancing safety through greater automation,
as exemplified by our field testing of Medatech
Engineering Services’ innovative robotic
rod handler, to supporting industry wide
decarbonisation. We do this in collaboration
with our OEM partners, such as our partnership
with Epiroc trialling their innovative SmartROC
D65, a battery-electric surface drill rig for the
mining and construction industry..
Capturing value through our
investments
This market environment, underpinned by
underlying investee company performance,
has supported our investments portfolio which
delivered exceptional performance in 2025,
earning $66.0 million in realised and unrealised
gains, and growing to $97.5 million
1
at year
end and experiencing a 65% CAGR since
established in 2019. We pursue investments
that deliver strategic value to Capital, as well as
financial return. Alongside strong fundamentals
and valuation, we prioritise opportunities where
we can deploy our services, support capital-
constrained juniors, and leverage our industry
expertise and networks to build long-term
relationships that generate recurring work and
sustainable growth.
Consistent shareholder returns
The Board of Directors has declared a final
dividend for 2025 of 1.3cps. This brings the
total dividend declared in relation to 2025
to 2.6cps, representing a ten-year history of
consistent returns to shareholders.
Looking ahead
We are excited for what is to come in 2026
and beyond. Gold and copper, two of our main
commodities making up over 90% of Capital’s
business, are at historically elevated levels,
driven by long-term structural demand across
commodity markets as well as macroeconomic
uncertainty, geopolitical instability, and the
global energy transition, which is accelerating
demand for critical minerals. We believe the full
impact of these trends has yet to flow through
to the mining services sector, with a significant
uplift in demand still ahead as budgets continue
to expand and projects ramp up.
We expect the solid momentum we have
seen in H2 2025 to continue in 2026 across
all our divisions, supported by multi-year
contracts and strong growth pipelines. Our
mining contract at Reko Diq continues to
progress well, with full run rate earnings
contribution expected from H2 2026. We
expect to see further growth momentum at
MSALABS having commissioned our 28
th
laboratory in Q4 and construction underway
for our two new laboratories in Côte d’Ivoire
and the commissioning of a new laboratory
in Newfoundland, Canada. Combined, we
believe these provide a clear pathway to
revenue growth, aiming to achieve peer-
leading profitability and continuing to deliver
shareholder returns for 2026 and beyond.
Together with the full Board, I would also
like to take this opportunity to thank all our
employees for their hard work this year, as
well as our customers, investors and the
communities where we operate for their
continued support.
Jamie Boyton
Executive Chair
1 Investment portfolio as per Statement of Financial
Position of $99.8m less Capital Innovation investments
of $2.3m
Graphics
Uphold our exceptional
health and safety standards
and focus on everyone’s
well-being.
Respect colleagues, clients,
the environment and the
cultures and communities
where we operate.
Operate as a fully inclusive
global team.
Be frank honest and open,
developing relationships
and seeing things through
to completion.
Identify, develop and
implement initiatives to
lessen our environmental
impact.
Be responsive, innovative
and entrepreneurial,taking
ownership and
always striving for the
best outcomes.
SAFETY UNITYRESPECT INTEGRITY SUSTAINABILITY EXCELLENCE
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
9
Our Values:
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
10
Capital Limited
Annual Report 2025
Corporate Governance
Strategic
Report
11 Investment Case
12 Business Model
13 Strategy
20 Key Performance Indicators
22 Operational Review
22 – Capital Drilling
23 – Capital Mining
24 – MSALABS
25 – Capital Investments
26 – Capital Innovation
27 Chief Financial Officer’s Review
30 Principal Risks
34 Viability Statement
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
11
Capital Limited
Annual Report 2025
Investment Case
Five key reasons to invest
• Full-cycle mining services
platform spanning drilling,
laboratories and mining
operations
• Integrated model drives
cross-divisional solutions
and scalable client growth
• Long-term relationships
with leading global and
mid-tier mining companies
• High contract renewal
rates and recurring
revenue underpin earnings
stability
• High growth and margin
potential after business
transition in early 2025
• Balance sheet capacity to
support growth
• Exposure across all stages
of mining cycle
• Well positioned to
capitalise on increasing
mining investment and
commodity demand
• Current market valuation
materially below intrinsic
and peer benchmarks
• Diversified, cash-
generative model supports
multiple expansion and
re-rating potential
Integrated business
model
Strong growth
and returns
Tier-one client
portfolio
Strategic positioning
in mining cycle
Valuation upside
More information | Page 12 More information | Page 15 More information | Page 17 More information | Page 17 More information | Page 16
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
12
Capital Limited
Annual Report 2025
Creating value as an integrated,
end-to-end mining services provider
• Longstanding, trusted relationships
with blue-chip customers and
wider stakeholders
• Robust approach to capital
allocation and strong
cash generation
• Committed management team and
workforce with proven expertise
and a strong focus on safety
• Responsible environmental
management and focus on
sustainable resource usage
• High-quality equipment
and machinery
• Innovative approach and ability to
commercialise technology across
the business
• Strategic contract selection
with emphasis on tier-one
asset exposure
OUR BUSINESSES
Business Model
An integrated end-to-end mining service provider –
from exploration, through development, production and processing
Innovation
MSALABSInvestments
Mining and
drilling
Investors
Consistent and sustained shareholder value with a
long history of strong dividend payments
Employees
Commitment to training, development and
providing fair wages
Customers
Capital prioritises building lasting customer
relationships by delivering value and focusing
on innovation to address their needs, upholding
its strong track record in quality, safety and
sustainability
Local communities
Providing socio-economic value for our local
communities through local employment, local
procurement, skills transfer and community
development programmes in collaboration with our
customers
Suppliers
Fair and transparent contracting processes
and payment terms; we endeavour to use local
suppliers wherever possible
Governments / regulators
Economic contributions through local employment,
local procurement and fair and transparent payment
of taxes; compliance with legislative requirements
Mineral geochemical analysis
Dewatering
Drill and blast
Load and haul
Crushing
On-site laboratories
Down-hole tool rental
Surveys and core orientation
Drilling
Investments
THE VALUE CAPITAL CREATESCAPITAL’S STRENGTHS WHAT WE DO
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
13
Capital Limited
Annual Report 2025
Strategy
Driving profitable and reliable growth
OUR FOUR STRATEGIC PILLARS:
COUNTRIES OF OPERATION
21
We leverage our lasting and longstanding blue-chip customer relationships, with a strategic focus on tier-one
companies and assets and taking a robust but flexible approach to capital allocation to drive stakeholder returns.
RELATIONSHIPS
Resilience and stability, underpinned
by lasting blue-chip customer
relationships
OPERATING AT SUKARI SINCE
2005
GROWTH
Driving profitable and reliable
growth through integrated
end-to-end service offering
ADJUSTED CASH FROM OPERATIONS
$92.9m
(2024: $77.1m)
CAPITAL EFFICIENCY
Focus on capital efficiency, balance
sheet flexibility and robust returns
NATIONAL EMPLOYEES
94.3%
(2024: 93.5%)
PEOPLE
Best-in-class safety and operational
excellence, driven by the strength of
our people
TOTAL DIVIDEND FOR 2025
2.6CPS
(2024: 2.6cps)
More information | Page 14 More information | Page 15
More information | Page 17 More information | Page 16
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
14
Capital Limited
Annual Report 2025
Strategic progress in 2025
• Annual assessments confirming that Capital’s
Health, Safety, Social and Environment
(HSSE) management system remains ISO
45001, ISO 14001 and ISO 9001 compliant
• Consistent best in class safety record with
TRIFR of 1.20 and lost time injury (LTI)
free for 34 sites across drilling, mining and
laboratories
• High proportion of national (host-country)
employment with a focus on training and
talent development
• An average of 71 hours of training per person
was conducted across the Group in 2025
• Provision of externally accredited training
opportunities through internationally
recognised training bodies with the
International Apprenticeship and Competency
Academy (IACA)
• Improved gender diversity in the business,
with women accounting for 11% of the
workforce in 2025
• Capital’s Health, Safety and Quality Policy
outlines our commitment to protecting the
health and safety of our people and actively
supporting a culture of zero harm
People:
Best-in-class safety and
operational excellence
TRIFR
1
1.20
1 Total Recordable Injury Frequency Rate
per 1,000,000 hours worked
LOCAL EMPLOYMENT
94.3%
(2024: 93.5%)
Our strategy in action:
International Driller Certifications drive continual improvement,
safety and career development
TOTAL EMPLOYEES
3,251
(2024: 2,854)
Ongoing training and development of
employees is critical to the success of our
business. We maximise employment within
the countries and regions in which we operate,
ensuring employees have access to on-the-job
and theoretical training to ensure safety and
efficient operations.
Since 2023, we have focussed on externally
accredited drilling certifications for our drillers.
This provides our employees with the practical
and theoretical training to undertake drilling
safely but also to progress their careers. The
training is designed to ensure drilling personnel
are competent to operate safely and effectively
in real-world conditions. Certification combines
structured theoretical training with supervised
practical assessment on operational drilling
rigs. The theory component provides drillers
with a clear understanding of drilling principles,
equipment function, hazard identification and
safety-critical controls. Practical assessment
then verifies that this knowledge can be
consistently applied on site, including safe
rig operation, equipment handling and
response to changing ground and operational
conditions. This combined approach is
critical to reducing risk, improving drilling
performance and ensuring consistent standards
across operations, while also supporting
the development of nationally capable and
confident drilling personnel.
In 2025, 20 of Capital employees progressed
their drilling certification.
Strategy continued
See further detail on our approach
to health and safety and our people
on | Pages 41-42
Graphics
OPERATING AT SUKARI GOLD
MINE
20 years
BARRICK RELATIONSHIP
18 years
USING EPIROC RIGS SINCE
2008
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
15
Capital Limited
Annual Report 2025
Strategy continued
Our strategy in action:
Capital maintains a strategic focus on long-life, tier-one assets,
underpinned by trusted multi-year relationships across the value chain.
Our strong track record of consistent revenue stems from long-standing
relationships with blue-chip and established customers, enabling contract
extensions, renewals and the expansion of service offerings. Similarly,
enduring relationships with key suppliers and OEMs ensure access to
high-quality equipment, smooth supply chains and ongoing technical
innovation.
We have a long history of delivering operational excellence; it is our ability
to replicate industry-leading quality across our sites that sets us apart
and reduces risk for our clients. Our premium services are supported by
high reliability of drilling and mining fleets through extensive maintenance
and rebuild programmes, whilst our laboratories incorporate state-of-
the-art technology. A consistent record of safety excellence underlines
our commitment to protecting people and operations, and we prioritise
local employment, skills development and responsible environmental
management.
The Company’s stability, flexibility and resilience are reinforced by
diversification, both as an integrated service provider and through
relationships spanning the mining cycle. This, combined with our strategic
positioning and deep understanding of customer requirements, ensures
we continue to meet client needs and capitalise on growth opportunities.
Relationships:
Resilience and stability, underpinned
by lasting relationships with both
customers and suppliers
Strategic progress in 2025
• Our operating history at the Sukari Gold Mine in Egypt stretches
back 20 years. Following its acquisition by AngloGold Ashanti from
Centamin in 2025, we have been awarded our second mining contract
at the mine and our first with AngloGold Ashanti
• We have substantially expanded our service offering with Barrick
across seven of their sites over the past 18 years. In 2025, our work
with Barrick has encompassed:
– Commenced civils and Tailings Storage Facility (TSF) mining
contract at the Reko Diq Copper-Gold Project, which has been
subsequently expanded in scope for additional equipment
– Grade control drilling contract with Barrick at their Lumwana
copper mine through to June 2028
– Three-year contract with a one-year extension option to provide
borehole drilling services at Reko Diq
– Our first laboratory in Saudi Arabia, established with Barrick and
Maaden, enhancing our presence in the region
– Grade control drilling work added to our broader drilling services
contract at Nevada Gold Mines in USA
• MSALABS is the largest supplier of PhotonAssay™ technology
globally, having added 2 new units in 2025, taking total units
deployed to 14
• Continued relationships with leading OEMs including our collaboration
with Epiroc to field-test their BE surface drill rig (see details on
page 40)
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
16
Capital Limited
Annual Report 2025
Strategy continued
At the end of 2025, the Group successfully raised $40 million
gross equity proceeds with strong support from existing and new
shareholders, which has added further balance sheet capacity and will
enable the Group to capitalise on growth opportunities as they arise.
Additionally, we hold strong and longstanding relationships with
providers of capital, including banks, OEMs and asset-backed
finance partners, and these relationships allow us to maintain
sufficient financial flexibility to take advantage of opportunities,
fund growth and return capital to shareholders. In early 2026, we
renewed and amended our corporate debt facility with Nedbank
and Standard Bank.
The Group effectively allocates capital to support both organic
and inorganic growth while delivering long-term stakeholder value,
with emphasis on long-life, low-cost, high-ROCE contracts and
projects, selective early-stage investments supported by favourable
macro-fundamentals and sustainable shareholder returns. This is
underpinned by strong fleet utilisation and a responsible, efficient
approach to maintenance and asset upkeep.
Capital efficiency:
The Group remains focused on capital
efficiency, balance sheet flexibility and
delivering robust returns
Strategic progress in 2025
• Proceeds from the recent equity raise already being deployed:
– Purchasing and mobilising rigs to commence a grade control
drilling contract at Montage Gold’s Kone Gold Project in
Côte d’Ivoire
– Purchasing additional trucks and ancillary equipment for our
new waste mining contract at Sukari Gold Mine
– Building a commercial lab in Newfoundland, Canada which
is underpinned by a five-year lab services agreement with
Equinox Gold’s Valentine Mine
– Building a mine site lab at Montage Gold’s Kone Gold
Project in Côte d’Ivoire
– Building our second commercial laboratory in Côte d’Ivoire
• Strong utilisation across our drilling fleet of 74% near our
long-term target of 75%, allowing for efficient mobilisations
and enabling an effective maintenance programme, a key
differentiator in the market
• Our recent mining contract win at Reko Diq enables us to
redeploy our mining equipment without major additions to the
mining fleet and continue our drive for capital efficiency
• Investment portfolio provided a $66.0 million gain in 2025
• Adjusted ROCE of 13.1%
RIG UTILISATION
74%
NON-EXPLORATION
DRILLING REVENUE
92%
NET DEBT
$31.8m
Graphics
Capital Limited
Annual Report 2025
17
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
2020 2025
Adjusted EBITDA
-
10
20
30
40
50
60
70
80
90
Operating Countries
-
10
15
20
25
2020 2025
-
50
100
150
200
250
300
350
400
2020 2025
Revenue
Capital’s growth strategy is designed to deliver
value through cycles in a planned, disciplined
way. At the centre of this approach is deepening
relationships with existing clients by securing
contract extensions, expanding the scope of
services we provide and moving with trusted
clients into new geographies. This foundation
aims to enable strong, long-term relationships
in order to generate predictable revenue
and earnings stability. At the same time, we
expand strategically into new markets, adding
capabilities where needed while carefully
balancing growth with operational discipline.
Innovation and sustainability are central to this
Growth:
Driving profitable and reliable growth through
integrated end-to-end service offering
Strategy
continued
GROWTH SINCE 2020
growth, positioning us at the forefront of mining
technology and aligning our services with
evolving customer needs.
The mining industry is experiencing record
commodity prices and high levels of capital
markets activity, creating a tail wind for Capital
and the greater mining services industry. See
further detail on page 18.
Even in periods of strong demand, we remain
disciplined, maintaining our proven through-
cycle strategy with a deliberate focus on mine-
site work, which represents approximately 90%
of our activity.
Graphics
Capital Limited
Annual Report 2025
18
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
500
450
400
350
300
250
200
150
100
50
0
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
2025202420232022202120202019201820172016201520142013201220112010
Gold Base Speciality
$ Million
Market
Supportive commodity price environment
2025 was defined by strong performance across global commodities, with both precious and
industrial metals reaching record levels. Geopolitical uncertainty has driven a flight to gold and
critical metals, whilst structural supply deficits and long project lead times continue to underpin
pricing strength. Central banks and corporations have been actively buying gold to hedge against
US dollar devaluation, contributing to record prices and reinforcing long-term price stability. Gold
prices increased 65% over 2025 whilst copper prices increased 41% over the same period, both
reaching all-time highs in January 2026.
GOLD AND COPPER COMMODITY PRICE INDEX (BASE: 1 JANUARY 2010)
Strengthened capital markets and investment activity
Higher commodity prices in 2025 have supported a marked increase in equity and debt raisings
by mining companies across global exchanges, reflecting a renewed investor appetite for the
sector. Public mining and exploration companies have benefited from improved valuations, higher
trading volumes and stronger liquidity. Exploration companies, in particular, have attracted capital
as investors seek exposure to gold and critical minerals, with rising exploration budgets indicating
confidence in early-stage drilling and sampling activity. Mid-cap and major producers have also
strengthened their balance sheets, enabling increased M&A activity, project expansions and
renewed investment in both brownfield and greenfield exploration. These developments create a
supportive environment for Capital’s business, with stronger capital markets and increased sector
activity expected to enhance demand for our services and capabilities across drilling
and laboratories.
MINING INDUSTRY CAPITAL RAISINGS SINCE 2010
Copper
Gold
Graphics
Capital Limited
Annual Report 2025
19
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
MINING INDUSTRY EXPLORATION BUDGET SINCE 2010
16
14
12
10
8
6
4
2
-
$bn
2010 2015 20202011 2016 20212012 2017 20222013 2018 20232014 2019 2024 2025
TOP 30 MINERS’ CAPEX SINCE 2010
160
140
120
100
80
60
40
20
0
$bn
2010 2015 20202011 2016 20212012 2017 20222013 2018 20232014 2019 2024 2025
Market continued
Reinvigorated exploration cycle
Global exploration budgets are still significantly lower than previous cycle peaks. However, we are
starting to see these metrics improve with global exploration spending increasing in 2025, with
anticipated further growth in 2026. The majority of exploration spend is in gold, and we see this
continuing but expect a growing proportion of copper and critical minerals.
Major and mid-tier miners are increasing near-mine exploration spend whilst juniors
are accelerating their drilling programmes supported by improved funding. Approximately 90%
of our drilling revenue was generated on or around mine-sites, with the balance being greenfield
exploration work. The sustained pipeline of exploration activity is benefitting Capital across
drilling and geotechnical work.
Producers reinvesting for growth
After years of subdued spending, producers are now ramping up reinvestment supported by higher
commodity prices. Strong balance sheets are enabling spend of previously deferred growth capital
expenditure and we are seeing expansion and replacement projects advancing globally as global
copper mine output has been projected to rise 2.1% year-on-year to 23.4Mt in 2025. As customers
increase sustaining capital expenditure and advance fleet renewals, we are seeing a corresponding
rise in tendering activity, as many miners rely on contractors to operate, maintain or supplement
their fleets during replacement, expansion and modernisation cycles.
Graphics
Capital Limited
Annual Report 2025
20
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
1 All Alternative Performance Measures (APMs) used are defined on page 153
2 Adjusted ROCE is calculated utilising EBIT adjusted for the cash cost of IFRS 16 leases and
exceptional items and average yearly capital employed excluding lease assets and liabilities
3 Adjusted EBITDA includes the cash cost of the IFRS 16 leases and exclude exceptional items
4 Adjusted Cash From Operations includes the cash cost of the IFRS 16 leases
5 Restated figure
Key Performance Indicators
Financial & Operational KPIs
Relevance to Capital
Revenue serves as an important
metric for measuring the
Company’s overall success in
generating new income across
the business.
Performance
Revenue decreased by 0.6%
as a result of lower contribution
from mining as our fleet was
redeployed to Reko Diq, offset
by record MSALABS revenues.
Link to Strategy – Link to Strategy – Link to Strategy – Link to Strategy – Link to Strategy –
REVENUE
$345.8m
Relevance to Capital
Adjusted EBITDA serves as an
indication of the Company’s
efficiency in deriving profit from
its operational activities.
Performance
Adjusted EBITDA increased by
1.1% as MSALABS contributed
to the profitability of the Group.
ADJUSTED EBITDA
3
$79.5m
Relevance to Capital
Cash from operations is the
foundation from which Capital
can pursue future opportunities.
Performance
Adjusted Cash from Operations
increased by 20.5% due to
improved Group profitability
and favourable working capital
movements.
ADJUSTED CASH FROM OPERATIONS
4
$92.9m
Relevance to Capital
In addition to growth, Capital
returns value to shareholders
through consistent dividends.
Performance
Total 2025 dividend per share
consistent year-on-year as we
maintain capital discipline.
DIVIDEND PER SHARE
2.6cps
Relevance to Capital
Adjusted ROCE serves as
a significant measure in the
Company’s ability to utilise its
asset base to generate profits.
Adjusted ROCE is included as a
metric in remuneration.
Performance
Adjusted ROCE reduced as we
redeployed our mining fleet to
new contracts.
ADJUSTED ROCE
2
13.1%
2025
2024
$348.0m
-0.6%
2025
2024
5
$78.6m
+1.1%
2025
2024
$77.1m
+20.5%
2025
2024
2.6cps
–
2025
2024
5
13.9%
-0.8%
Growth Relationships
Capital
Efficiency
People
Graphics
Capital Limited
Annual Report 2025
21
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
2025
2024
3
22.6%
2025
2024
73%
2025
2024
93.5%
2025
2024
0.78
+0.4% +1% +0.8% +0.42
1 Adjusted EBITDA include the cash cost of
the IFRS 16 leases and excludes exceptional
items
2 Total Recordable Injury Frequency Rate per
1,000,000 hours worked
3 Restated figure
Key Performance Indicators continued
Financial and Operational KPIs continued
Relevance to Capital
Margins allow us to measure
the consistency of operating
performance across
the business.
Performance
Margins increased during the
year mainly driven by MSALABS
contributing to Group profitability
and the commencement of the
Reko Diq mining contract.
ADJUSTED EBITDA MARGIN
1
23.0%
Relevance to Capital
Tracking rig utilisation enables
the Company to assess
the effectiveness of its fleet
management strategies and
optimise resource allocation
to maximise returns.
Performance
Rig utilisation remains near
our target level, allowing us to
mobilise quickly to new projects
and also operate an effective
maintenance strategy, key to
ensuring we provide a high
quality of service.
AVERAGE RIG UTILISATION
74%
Relevance to Capital
Local employment is core to our
strategy and a key way for Capital
to provide socio-economic benefits
in our countries of operation.
Nationalisation is included
as a metric in remuneration.
Performance
Our level of nationalisation
remains consistently high
across the Group in line with our
strategy.
NATIONAL EMPLOYEES
94.3%
Relevance to Capital
An indicator of safety in the
workplace and the effectiveness
of our training and management
controls to maintain best safety
practices. Safety is included as a
metric in remuneration.
Performance
Group TRIFR remains as one
of the best performers in
the industry.
TRIFR
2
1.20
Link to Strategy – Link to Strategy – Link to Strategy – Link to Strategy –
Growth Relationships
Capital
Efficiency
People
Graphics
Capital Limited
Annual Report 2025
22
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Our core drilling business experienced another
year of growth of 2.8% in 2025 to $245.9 million
(2024: $239.1 million), as we ramped up a
number of key new contracts. We expanded our
fleet to 137 rigs compared to 130 in 2024. Fleet
utilisation of 74% (2024: 73%) remained at a
stable level for the year and near our long-term
target utilisation levels of 75%.
Operational expansion: portfolio
repositioning through long-term
drilling contracts
Capital’s strategy is underpinned by our focus
on long-term relationships with blue-chip
customers at long-life, low cost mines. This was
demonstrated when we secured and extended
several long-term drilling contracts including
a three-year borehole drilling contract at Reko
Diq and two grade control drilling contracts at
Montage Gold’s Kone Project in Côte d’Ivoire,
and at Nevada Gold Mines in USA, adding to
our broader drilling services contract.
Over 90% of our drilling revenue came from
mine site or near mine site work. However, we
also look to support junior explorers and take a
selective approach to these smaller exploration
contracts where we can utilise our idle rigs and
where we see future potential of the resource
and customer.
First quarter focus on consolidation and
risk mitigation
The first part of 2025 was mostly focused
on executing and consolidating our existing
contracts, mainly around our Nevada Gold
Mines drilling contract in the USA. We
implemented substantial management changes,
as well as numerous operational initiatives,
which have started to improve productivity and
profitability. A year on and we have made firm
progress with the business now on a stronger
footing.
Drilling business starting to pick up
Around Q2 2025, higher commodity prices
and improved capital markets activity has
strengthened the capitalisation of junior
explorers, which resulted in Capital signing six
separate exploration contracts across Guinea,
Côte d’Ivoire and Gabon by the end of Q2 2025.
Though these contracts were short term, we
experienced an improvement in utilisation in Q3.
In the latter stages of 2025, we signed a further
three exploration contracts across Egypt and
Gabon, further showing the increase in junior
market activity.
We are excited for further growth as we
capitalise on the favourable market conditions
and demand tailwinds.
Our Drilling division is the backbone
of Capital’s operations, delivering
consistent performance and
expanding our reach across world-
class mining jurisdictions
Operational Review
Drilling
2025 REVENUE
$245.9m
DRILLING REVENUE CAGR SINCE
2020
16%
Graphics
Capital Limited
Annual Report 2025
23
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Progress at Reko Diq: Our
major mining contract
Capital signed a mining services contract with
Reko Diq Mining Company (Private) Limited,
operated by Barrick, at the world-class
Reko Diq Copper-Gold Project in 2025. The
agreement includes early works civils and TSF
construction services through to December
2028 and a provision for a five-year contract
extension thereafter. We subsequently signed
a variation for additional equipment and
additional personnel, further embedding us in
Reko Diq’s operations.
The majority of our mining fleet was redeployed
to Reko Diq at the beginning of 2025, with
mobilisation and ramp up progressing well and
the fleet expected to reach full run rate in H2
2026, positioning us for a meaningful uplift in
revenue year-on-year.
With an estimated mine life exceeding 40 years
and substantial exploration upside, Reko Diq is
set to be the next truly major copper operation
in the world, making our entry to site at the
very beginning of its development, first through
drilling and now adding mining services, a
considerable achievement for Capital. The
commencement of this contract also marks
our further diversification into copper, a critical
mineral in the global energy transition and
battery metals supply chain.
As envisaged during this redeployment and
ramp up phase, Capital’s mining revenue in
2025 was $26.4 million (2024: $65.2 million),
but is expected to show strong growth in 2026.
Following from this, we expect an uplift in our
ROCE from 2026 onwards as our mining fleet
becomes fully utilised again.
Our first mining contract with
AngloGold Ashanti
Capital has been awarded a waste mining
contract at the Sukari Gold Mine with
AngloGold Ashanti, marking our second waste
mining contract at the mine and our first with
AngloGold Ashanti, its new owners. This
contract will utilise our existing equipment
still on site supported by a number of newly
purchased trucks and additional ancillary
equipment. With this, all of our existing mining
fleet is now fully utilised.
The contract term is 18 months and
commenced in Q1 2026 with our existing
equipment at site, with new equipment
expected to phase in through Q2 2026.
It is pleasing to restart the mining fleet at Sukari
after our previous success between 2021 and
2024.
Load and haul services for
development projects to fully
operational mine sites, delivering
an efficient mining service that
optimises pit to mill productivity
Operational Review continued
Mining
COMMENCED MAJOR NEW
CONTRACT
Reko Diq
Project
SECOND WASTE MINING CONTRACT
Sukari Mine
Graphics
Capital Limited
Annual Report 2025
24
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Scaling into profitability
MSALABS has delivered exceptional growth
in 2025 and continues to demonstrate strong
momentum, achieving record annual revenue of
$73.5 million (2024: $43.7 million), accounting
for 21% of Group revenues for the year (2024:
13%) Following rapid expansion over the past
two years, the division is now contributing
positively to Group profitability. This reflects
successful cost optimisation and increased
utilisation across laboratories, as we focus
on consolidating growth and scaling current
operations.
MSALABS operates a global network of
laboratories split into the following two strategic
categories:
• Mine-site laboratories – located at customer
mine sites, these labs receive exclusive
sample inflow and achieve full utilisation
quickly, aligned with mine operations.
• Commercial laboratories – serve multiple
customers and require longer ramp-up
periods.
To date we have deployed mine-site and
commercial laboratories in strategic locations,
capitalising on our early mover advantage with
Chrysos PhotonAssay™ technology. Looking
forward, our primary focus for new laboratories
will be mine-site laboratories or commercial
laboratories underpinned by a major contract
with a mine site. We have highlighted this hybrid
model with our Fairbanks laboratory in Alaska
underpinned by a contract with Northern Star,
and a commercial laboratory in Newfoundland
underpinned by a five-year contract with
Equinox Gold.
Establishing a firm footing on our
growth path
MSALABS has achieved significant milestones
in 2025, with the opening of one mine-site
laboratory at Jabal Sayid in Saudi Arabia and
three commercial laboratories – Fairbanks
in Alaska, Elko in Nevada and Omaruru in
Namibia, bringing the total to 33, further
establishing its industry position.
Our laboratory services contract to build and
operate a laboratory at Nevada Gold Mines
equipped with two Chrysos PhotonAssay™
units has ramped up successfully and is now
operating at planned capacity.
We see continued momentum across the
business with three new laboratories –
a mine-site laboratory at Montage Gold’s
Kone Project in Côte d’Ivoire, a second
commercial laboratory in Côte d’Ivoire, and
a new commercial laboratory in Newfoundland,
Canada.
Global leader in PhotonAssay™
technology
MSALABS has established itself as the largest
global distributor of Chrysos PhotonAssay™
technology, maintaining industry leadership
through early adoption and strategic expansion.
In 2025, we added two PhotonAssay™ units,
bringing the total up to 14 units.
In addition to this, our recently announced
commercial laboratories will be equipped with
PhotonAssay™ units. Supported by a global
partnership with Barrick and Chrysos to deliver
PhotonAssay™ technology across Barrick
sites on four continents, MSALABS continues
to build on the momentum from our expanded
partnership with Chrysos announced in July
2022, which targets the deployment of 21 units.
PhotonAssay™ delivers significant advantages
over traditional assay methods thereby
enhancing client value and positioning
MSALABS for sustained growth as adoption
accelerates across the mining industry:
• Rapid results – analysis completed in
minutes, enhancing operational efficiency
• Environmental benefits – eliminates
hazardous waste and reduces emissions
• Superior accuracy – utilises a 500g sample
size, up to 10 times larger than conventional
methods
These benefits position PhotonAssay™ as a
premium solution for major mining companies
seeking efficiency, sustainability and accuracy.
MSALABS is our integrated
geochemical laboratory business
with operations across Africa, the
Middle East and North America
MSALABS
TOTAL NUMBER OF LABORATORIES
1
33
NEW LABORATORIES BUILT IN 2025
4
Operational Review continued
1 including five franchises
Graphics
Capital Limited
Annual Report 2025
25
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Strategic approach to investment
We leverage our infrastructure, relationships
and expertise by investing in exploration and
mining companies which are strategically
aligned with our broader operations.
Our investment portfolio continues to be a
key driver of long-term value creation and a
strategic enabler of commercial growth across
the Group.
Our investment activity is overseen by a
dedicated investment committee operating
with a defined mandate. See the Investment
Committee Report on page 99.
Potential investments are assessed not just on
their standalone appeal, but on the broader
value they bring to the business. In addition
to investments with a robust investment case
and attractive valuation, we also look for
opportunities where we can add operational
support through Capital’s services, provide
financial support where capital is limited and
unlock strategic advantages via our industry
expertise and networks.
Equally important is their potential to foster
long-term relationships, generating commercial
services opportunities and strengthening
enduring relationships that drive sustainable
growth.
Within this strategy, we have deployed capital
through various avenues:
• Early-stage property sourcing: Leveraging
our in-house geology and drilling
capabilities, we focus on early-stage
exploration properties, conducting our own
fieldwork. Subsequently, we seek out listed
entities to acquire these assets, receiving
equity in exchange; and
• Capital raising: We have provided financing
for early-stage mine acquisitions where
financing was less readily available.
Exceptional portfolio performance
In 2025, the portfolio delivered exceptional
performance, growing from $30.3 million at the
start of the year to $97.5 million
1
by year end.
Gains of $66.0 million were primarily driven by
strong appreciation in our core holdings: WIA
Gold, Asara Resources and Apollo Minerals,
which together account for nearly 90% of total
investments.
Comprising direct investments in
both publicly traded and private
resource companies, Capital
Investments constitutes an
important element of our business
development strategy.
Investments
INVESTMENT PORTFOLIO CAGR
SINCE INCEPTION IN 2019
64%
INVESTMENT PORTFOLIO AS AT
31 DECEMBER 2025
1
$97.5m
Operational Review continued
1 Investment portfolio as per Statement of Financial Position
of $99.8m less Capital Innovation investments of $2.3m
Graphics
Capital Limited
Annual Report 2025
26
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Innovation serves to advance
performance, efficiency and sustainability
through innovation and digital integration. It
provides the strategic focus and capability to
identify, develop, deploy and scale advanced
technologies across our own operations, whilst
also delivering these solutions to our customers
to benefit the wider industry. Through this
approach, we strengthen performance, improve
safety and support more sustainable outcomes
across the value chain.
Harnessing opportunities
Through our Technology and Innovation
Committee, we continuously evaluate emerging
solutions, building new business opportunities
and embedding technologies into our business.
We leverage our deep understanding of
customer needs as well as our long-standing
relationships with some of the world’s largest
OEMs to identify and evaluate new technology
opportunities. Our aim is to provide continuous
improvement in our services to customers by
testing and implementing innovative technologies.
Eco Detection
The Eco Detection platform delivers high-
frequency actionable water quality insights
across water utilities, mining, agriculture,
aquaculture, stormwater and remote
communities.
Eco Detection is shifting its focus toward
commercialisation as it moves into a growth
phase alongside a development of additional
testing capabilities and cost optimisation.
Despite commercialisation being slower than
expected, Eco Detection has obtained new
customers in the wastewater industry and
commenced a water quality monitoring initiative
for Aboriginal communities in the Northern
Territories in Australia, and has commenced
a 6-month trial with US Geological Service.
Demonstrating our commitment to this
business, Capital has board representation,
provides support to the management of Eco
Detection and provided additional funding in the
form of a convertible loan note.
In 2025, Eco Detection received the AAMEG
Africa Award for Excellence in Innovation.
Portable PPB
We identified an exciting opportunity in 2025
to invest in an Australian technology company
with the potential to transform gold exploration
by providing on-site, same day drill and soil
sample results. The company’s detectORE™
technology enables low parts-per-billion gold
detection using pXRF equipment, proprietary
consumables and software. The detectORE™
process was invented by CSIRO and exclusively
licensed to Portable PPB, allowing explorers
and miners to obtain same-day indicative
gold assay results at remote sites, thereby
compressing decision timelines and reducing
reliance on laboratory turnaround. Fast,
field-based sampling enables rapid, confident
decisions to advance projects, allows a more
efficient use of capital and reduces supply chain
complexity at sample shipping stage.
Capital participated in Portable’s PPB’s equity
raise during the year and has agreed an
arrangement for the distribution of this technology
to the mining industry as part of the investment.
WellForce International
WellForce boosts drilling efficiency and
accuracy with advanced tools and innovative
software solutions. Our proprietary Hit The
Target (HiTT) platform delivers real-time
borehole planning and 3D visualisation, helping
prevent missed targets and costly re-drills.
When needed, HiTT provides deviation reports
and corrective plans to keep operations on
track.
WellForce demonstrated continued strength
in FY25 and delivered survey, geophysical
and high-precision drilling tools supported by
on-site and remote technical expertise across
key projects including Predictive Discovery’s
Bankan Project, Allied Gold’s Sadiola Mine and
Perseus Mining’s Nyanzaga Project.
Capital Innovation drives
diversification and long-term
growth by incubating and integrating
cutting-edge technologies that
enhance productivity, efficiency and
sustainability in the mining industry
Innovation
AAMEG AFRICA AWARD FOR
EXCELLENCE IN INNOVATION
Eco Detection
NEW INVESTMENT
Portable PPB
Operational Review continued
Graphics
Capital Limited
Annual Report 2025
27
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Group revenue for 2025 was $345.8 million, a
decrease of 0.6% year-on-year (2024: $348.0
million), with a strong performance across our
drilling division (increasing 2.8% to $245.9
million (2024: $239.1 million)) and record
revenues for MSALABS (increasing 68.2% to
$73.5 million (2024: $43.7 million)). This was
offset by lower mining revenue (decreasing
59.5% to $26.4 million (2024: $65.2 million)) as
a result of the redeployment of our mining fleet
to Reko Diq, Pakistan.
We continued to grow our drilling fleet with 137
rigs at year end (2024: 130 rigs). Average rig
utilisation remained at healthy levels of 74%
(2024: 73%). This utilisation is near our target
level of 75%, allowing for efficient mobilisations
and enabling an effective maintenance
programme, a key differentiator in the market.
Average revenue per operating rig (ARPOR) per
month decreased on the prior year to $191,000
(2024: $204,000).
Chief Financial Officer’s Review
Contribution to Group revenue from non-drilling
services was 29% in 2025 (2024: 31%) with
MSALABS contributing 21% (2024: 13%) and
mining contributing 8% (2024: 19%).
Administration expenses (pre-ERP costs)
were broadly flat at $54.8 million (2024
2
: $54.3
million).
Notably, our 2024 accounts have been restated
to reflect a net $1.3 million correction to the
Statement of Profit and Loss in connection
with payroll tax errors in one of our countries of
operation.
Adjusted EBITDA
1
increased 1.1% to $79.5
million (2024
2
: $78.6 million) delivering a 23.0%
margin (2024
2
: 22.6%).
Operating profit increased 22.7% to $46.6
million (2024
2
: $37.9 million) delivering a 13.5%
margin (2024
2
: 10.9%). The increase was
primarily due to lower depreciation on non-
productive mining assets.
Positioned
for the future
With the challenges of 2024 now behind us and our major
contracts approaching full run rate performance, we have
finished the year with strengthening margins and improving
returns.
The Group is well positioned to convert this operational stability
into sustained earnings growth, disciplined capital allocation
and enhanced shareholder value.”
Rick Robson
Chief Financial Officer
Our investment portfolio recorded a $66.0
million gain reflected in the Statement of Profit
and Loss. The portfolio remains concentrated
around key holdings, particularly WIA Gold,
Asara Resources and Apollo Minerals. The
investment portfolio was valued at $97.5 million
3
at the end of 2025 up from $30.3 million at the
end of 2024.
Statement of comprehensive income
2025 2024
2
Revenue $345.8m $348.0m
Adjusted EBITDA
1
$79.5m $78.6m
Adjusted EBITDA
Margin
1
23.0% 22.6%
PBT $93.5m $32.9m
NPAT $71.0m $17.0m
Basic EPS (cents) 34.9 cents 8.2 cents
Diluted EPS (cents) 34.0 cents 8.2 cents
1 Adjusted EBITDA include the cash cost of the IFRS 16
leases and excludes exceptional items
2 Restated figure
3 Investment portfolio as per Statement of Financial
Position of $99.8m less Capital Innovation investments
of $2.3m
Graphics
Capital Limited
Annual Report 2025
28
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Chief Financial Officer’s Review continued
Profit Before Tax (PBT) increased by 184%
to $93.5million (2024
1
: $32.9 million) and Net
Profit After Tax (NPAT) increased 318% to
$71.0 million (2024
1
: $17.0 million) with both
measures benefitting from significant gains in
the investment portfolio.
The Effective Tax Rate (ETR) for 2025 was
24.1% (2024
1
: 48.4%). Excluding the impact of
the realised and unrealised gain on the Group’s
investment portfolio, dividend income and
adjusting for non-cash exceptional items, the
ETR was 64.5% (2024
1
: 55.3%). The increase
is primarily a result of higher withholding tax
charges in some of our operating jurisdictions.
The Basic Earnings Per Share (EPS) for
the year increased 326% to 34.9 cents
(2024
1
: 8.2 cents). The weighted average
number of ordinary shares used in the Basic
EPS calculation was 198,925,655 (2024:
195,112,329).
Statement of financial position
2025 2024
1
Non-current assets $294.2m $292.2m
Current assets $336.7m $220.6m
Total assets $630.9m $512.8m
Non-current liabilities $106.0m $119.8m
Current liabilities $136.2m $111.3m
Total liabilities $242.2m $231.1m
Shareholders equity $388.7m $281.7m
The 2024 accounts have been restated in
connection with payroll tax errors in one of our
countries of operation across 2023 and 2024.
The 2023 impact of $0.4 million was assessed
as immaterial and corrected through opening
earnings in 2024. The errors related to under-
declared employee payroll taxes of $2.8 million
recorded as a current liability in 2024 and
overpaid employer social contributions of $1.1
million recorded as a current asset in 2024.
Non-current assets was broadly flat year-on-
year at $294.2 million (2024: $292.2 million)
mostly reflecting an increase in the right-of-use
asset base to $36.3 million (2024: $32.1 million)
in connection with the roll out of PhotonAssay™
units in MSALABS, offset by an impairment of
our investment in Eco Detection of $5.7 million.
Current assets increased to $336.7 million
(2024: $220.6 million) as a result of a 56.4%
increase in cash and cash equivalents to $63.4
million (2024: $40.5 million) following the Q4
equity raise, and a 229.3% increase in the value
of the investment portfolio. Trade receivables
also decreased to $52.3 million (2024: $60.2
million) primarily due to improved collections.
Current liabilities primarily consisted of trade
and other payables of $92.9 million (2024
1
:
$60.6 million) which increased primarily due to
advanced payments received as we mobilised
key contracts and employee-related payables.
Non-current liabilities of $106.0 million (2024:
$119.8 million) includes $76.3 million of long-
term loans (net of unamortised debt costs)
(2025: $86.9 million) and has decreased
primarily as a result of using some of the
equity raise proceeds to pay down part of the
Revolving Credit Facility (RCF).
Total long-term debt of $94.8 million includes
$58.9 million of the RCF, $0.6 million of the
asset backed facility with Macquarie, and OEM-
financing and mortgage facilities totalling $35.3
million.
Statements of changes in equity
2025 2024
1
Opening equity $281.7m $272.8m
Total comprehensive
income $71.0m $17.0m
Issue of shares $38.2m –
Share based
payments $3.1m $0.5m
Dividends paid $(5.1)m $(7.7)m
NCI ex business
combination $(0.2)m $(0.9)m
Closing equity $388.7m $281.7m
As at 31 December 2025, total equity increased
by 38.0% driven primarily by net profit for the
year of $71.0 million and the Group completed
an equity raise of $40.0 million (gross proceeds)
during the year. The Group distributed
dividends of $5.1million (2024: $7.7 million)
to shareholders. There was no share buyback
undertaken by the Group in 2025.
Statement of cash flows
2025 2024
Net cash from
operating activities $73.6m $63.7m
Net cash used in
investing activities $(39.6)m $(20.2)m
Net cash used in
financing activities $(13.0)m $(36.2)m
Net increase in cash
and cash equivalents $21.0m $7.3m
Opening cash and
cash equivalents $40.5m $34.4m
Translation of foreign
currency cash $1.9m $(1.1)m
Closing cash and
cash equivalents $63.4m $40.5m
1 Restated figure
Graphics
Capital Limited
Annual Report 2025
29
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Chief Financial Officer’s Review continued
Net cash from operating activities was 15.5%
higher year-on-year at $73.6 million (2024:
$63.7 million) driven by improved profitability
and favourable working capital movements
offset by higher tax payments.
Net cash used in investing activities was a
cash outflow of $39.6 million (2024: $20.2
million), 96.0% higher year-on-year primarily
due to the proceeds from the sale of our
stake in Predictive Discovery reducing the net
outflows in 2024. Our cash capital expenditure
decreased by 11.9% to $33.9 million in 2025
from $38.4 million in 2024 with investment
in major contracts occurring in 2024 and
continued expansion of MSALABS together
with the purchase of additional drill rigs in 2025.
Net cash from financing activities in 2025 led
to a cash outflow of $13.0 million (2024: $36.2
million outflow) primarily as a result of the net
repayment of $34.0 million of loans, $11.8
million principal portion of lease payments and
the dividend cash payment of $5.1 million,
offset by $38.3 million net proceeds from the
Group’s equity raise.
Reconciliation of Adjusted net cash
(debt) position
2025 2024
Net (debt) / cash at
the beginning of the
year $(75.7)m $(69.8)m
Net increase in cash
and cash equivalents $21.0m $7.3m
Increase / (decrease)
in loans and
borrowings $21.0m $(12.1)m
Translation of foreign
currency cash $1.9m $(1.1)m
Net (debt) / cash at
the end of the year $(31.8)m $(75.7)m
Net debt/cash excludes ROU leases
Net debt at the end of the year was
$31.8 million (2024: $75.7 million), a 58%
reduction primarily as a result of the 2025
equity raise. Consequently, net debt /
Adjusted EBITDA for 2025 was 0.4x
(2024: 1.0x).
2025 has laid a strong foundation for the Group
and positions us well as we enter 2026 with
highly favourable market conditions, record
commodity prices and increased capital.
Against this supportive backdrop, we expect
to hit full run rate at Reko Diq in H2 2026,
commission new laboratories with MSALABS
and further expand our drilling business.
We expect revenue growth and margin
improvements to follow, improving our bottom
line and ROCE which alongside the equity raise
proceeds positions us well to capture further
demand.
Rick Robson
Chief Financial Officer
Graphics
Capital Limited
Annual Report 2025
30
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Principal Risks
Enterprise risk management (ERM)
Framework
The Board maintains the view that effective
ERM is vital to the achievement of the Group’s
strategic objectives.
The ERM Framework includes a Board
approved Policy and Standard as well as
risk management tools such as the Risk and
Control Matrix (RACM) and Risk Rating Matrix.
The Policy outlines our commitment and
overarching approach to risk management and
the Standard documents the process, roles and
responsibilities.
The structure of the ERM Framework
continues to be guided by the international risk
management standard ISO 31000, and is a core
component of Capital’s corporate governance
framework. It applies to all parts of business
(entities and activities) without exception.
Oversight of the Group’s risk profile is
supported through reporting to the Audit and
Risk Committee, which receives updates on
principal risks, including any material changes
in risk significance, emerging risk areas and
mitigation.
Approach to risk management
Risk is inherent in our business and can
manifest in many forms. Capital is committed
to effective risk management to best achieve its
business objectives.
The identification, management and reporting
of risk uses formal risk management processes
to improve decision-making and minimise the
impact of an event occurring that may influence
our corporate strategy, as well as operational
and project activities.
By understanding and managing risk, we
believe we provide greater certainty and
confidence for our shareholders, employees,
customers, suppliers, and for the communities
in which we operate.
Our risk management approach includes:
• Establishing a standard approach to the
management of risk and to the acceptable
levels of risk throughout the business.
• Establishing a consistent process and
methodology for identifying, assessing, and
ranking risks in conducting our business
activities.
• Ensuring compliance with applicable laws,
regulations and governance standards in all
areas of our operations.
• Regularly monitoring our major areas of risk
exposure and setting requirements for our
personnel to proactively identify risk.
• Responsibility and accountability for risk
management is allocated at all levels of the
organisation, from frontline employees up to
the Board level.
Oversight and Governance
The Board is responsible for ensuring Capital
establishes a framework of prudent and
effective controls to assess and manage risk
and to determine the nature and extent of
the significant risks. In this context, the table
adjacent, sets out the three categories of risk
used within the ERM Framework as well as
identifying who has both overall responsibility
and day-to-day responsibility for managing
risks in each area.
Our risk management framework
Risks are rated using a 5x5 rating matrix assessing consequence (significant, minor, moderate,
major or catastrophic) and by likelihood (rare, unlikely, possible, likely, or almost certain). Impact
is estimated across a range of areas including financial, health, safety, environment, community,
operational, project outcomes, reputation and legal and compliance.
Senior leadership review the Group’s risks with the Risk Manager to determine any changes in
risk consequence or likelihood, identifying risk trends and flag where the risk rating has changed
such that the risk may be considered a principal risk or is no longer considered a principal risk. In
2025 we determined a change to the overall risk rating of several risks. The political, economic and
legislative risk was elevated to a principal risk due to the increased likelihood of restrictive legislative
changes in a number of countries. The risk relating to Enterprise Resource Planning (ERP) system
failure risk has decreased due to ongoing roll-out of the new ERP system across the Group.
Responsibility and accountability for risk management
Category Primary cause Overall responsibility Day-to-day accountability
Corporate
Strategic
Events that are external or that
effect the viability of the whole
organisation
Board / CFO Appropriate member(s) of the
Executive team
Operational
Inherent in the ongoing activities
of the Company
These are the risks associated
with the day-to-day operational
performance of the business
Regional GM
/ Appropriate
members of
Executive Team
Project Managers and
leadership with direct
responsibility for the area that
gives rise to risk
Project
Uncertainty associated with the
delivery of at least one key project
objective
Appropriate
member(s) of the
Executive team /
Regional GM
Project Manager
Graphics
Capital Limited
Annual Report 2025
31
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Principal Risks continued
1 2 3 4
General reduction in levels of activity
across the mining industry
Political, economic and
legislative risk
Risk to cash
repatriation
Risk of key contract
termination
Risk description (Corporate Strategic)
The Group is highly dependent on the levels of mineral
exploration, development and production activity
within the markets in which it operates.
A reduction in these activities, or in the budgeted
expenditure of mining and mineral exploration
companies, will cause a decline in the demand for
mining services.
Risk description (Corporate Strategic)
The Group operates in a number of jurisdictions
where the political, economic and legal systems
are less predictable than in countries with more
developed institutional and economic frameworks.
Significant changes, either through interpretation by
government departments or by change in legislation or
regulations without notice, could result in local content
implications for the Group.
Risk description (Operational)
Restrictive currency controls in
certain operating jurisdictions
can impact the Group’s ability to
repatriate cash.
Risk description (Operational)
Some contracts can be
terminated for convenience by
the customer without penalty,
requiring asset redeployment.
Our response
The Group is seeking to balance this risk by building a
portfolio of long-term mine-site contracts, expanding its
service offering into mine-site based activities such as
load and haul mining, and also expanding both its client
base and geographic reach.
The Group’s operations are generally focused on
mine sites, with limited exposure to exploration-only
activities which can be more volatile. Capital maintains
a strategic focus on blue-chip, high-quality clients with
long term project commitments that are inherently less
susceptible to industry fluctuations.
Capital has strong existing relationships with our
customers at both executive and operational levels
which helps ensure that the Group is aware of and
prepared for potential changes and well placed to
identify new opportunities as they arise with our key
business partners.
Our response
The Group has significantly diversified its geographical
reach, operating in 21 countries and therefore reducing
the risk of exposure to any single jurisdiction. The
Group monitors political and regulatory developments
in the jurisdictions in which it operates through a
number of service providers and advisers, and prior
to entering any new country ensures it has a strong
working understanding of the jurisdiction by utilising
country experts where necessary. Senior management
regularly reports to the Board on any political or
regulatory changes. Where significant events occur, we
work closely with our customers, advisors and other
stakeholders to address these events.
Our response
In jurisdictions where cash
repatriation can prove
challenging, the Group maintains
multiple bank accounts which can
provide greater access to foreign
currency payments.
The Group maintains strong
relations with its key transactional
banking partners. Specific due
diligence relating to the operation
of the banking system and
the ability to repatriate cash
in a particular jurisdiction is
conducted prior to entry.
Our response
We mitigate this risk through
longstanding customer
relationships and, where feasible,
we negotiate protections in key
contracts, (such as significant
prior notice, a demobilisation or
termination fee) if the contacts are
terminated for reasons outside
our control.
Contract renewal negotiations are
commenced well in advance of
the expiry of fixed term contracts.
Link to strategy – Growth Link to strategy – Growth Link to strategy – Capital Efficiency Link to strategy – Relationships
Our top ranked risks are listed below and are those risks assessed as having a residual risk rating of high or above within Capital’s ERM Framework.
Increasing risk; Stable risk; Decreasing risk
Graphics
Capital Limited
Annual Report 2025
32
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
5 6 7 8
Decline in mine-site
production levels
Deterioration in health
and safety record
Over exposure to one
commodity
Reduction in value of equity
investment portfolio
Risk description (Operational)
A significant proportion of the Group’s
revenue is derived from producing mines
which carry their own risks and can be
subject to, for example, unforeseen
changes in mine plans due to geological
or technical challenges, changes to a
customer’s operational budget or broader
strategic objectives and changes in global
commodity prices.
Risk description (Operational)
The Group’s operations are subject to
various health and safety risks associated
with drilling and mining including, in
the case of individuals, personal injury,
including potential loss of life and, in the
Group’s case, interruption or suspension of
site operations due to unsafe operations.
Risk description (Corporate
Strategic)
Gold is an important commodity that
contributes significantly to the Group’s
order book and tender pipeline.
Price and demand fluctuations in
this single commodity could have a
material impact on Capital’s financial
performance.
Risk description (Project)
Through Capital Investments, the Group holds investments
in a portfolio of publicly traded and private companies.
The accounting value of these investments is marked
to market at each reporting date and the fair value
adjustment is accordingly recorded in the profit and loss
account as an unrealised gain or loss. The value of the
investments will change and could materially alter both
the Group’s reported net assets and net profit position.
Our response
The producing mines which account for
a significant proportion of the Group’s
revenue tend to have long-term mine
plans and well understood geology.
Many contracts include fixed fee elements
which help mitigate the revenue impact of
short-term reductions in activity levels.
Our response
Health and Safety remains an absolute
priority for the Group. Overseen by
the Board, the HSSE Committee and
the senior management team provide
strategic leadership in this area and
lead a programme of open and honest
communication with employees at all
levels and in all areas of the business.
The Group operates an HSSEQ
management system compliant with
ISO 45001, through which we actively
implement safety initiatives and
interventions such as training programmes
and critical control verification. We
closely monitor both leading and lagging
indicators, with performance reported
to the Board monthly. As a result of this
structured approach, the Group maintains
a strong and proven safety track record.
An overview of the Company’s approach
to safety management is included on page
41.
Our response
The Group seeks to secure long
term contracts with blue-chip
clients (for example, in 2025 we
signed six separate exploration
contracts across Guinea, Côte
d’Ivoire and Gabon by the end of
Q2). Capital continues to actively
seek opportunities with a focus on
non-gold minerals (e.g. copper) as
well as other transition metals. The
Group has increased its exposure to
copper through its mining contracts
at Reko Diq.
Furthermore, there is a
disproportionate share of mining
services and drilling demand that
is weighted to gold and copper
globally.
Our response
By diversifying into a portfolio of investments in various
companies, the Group aims to mitigate the risk from a
significant devaluation of a single investment holding.
We maintain a robust governance structure for this
portfolio, with the Group’s Investment Committee being
required to include at least one Independent Non-
Executive Director. The committee actively monitors
existing investments for performance and ongoing
strategic alignment. New investments are required to
satisfy a number of criteria.
In the event the fair value of investments gives rise to an
unrealised loss, while this would affect the Company’s
net assets and profitability, it would not affect cashflow
or give rise to any going concern implications.
Link to strategy – Relationships Link to strategy – People Link to strategy – Growth Link to strategy – Capital Efficiency
Principal Risks continued
Increasing risk; Stable risk; Decreasing risk
Graphics
Capital Limited
Annual Report 2025
33
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Principal Risks continued
9 10 11
Geographical risk
Access to new funding sources Energy transition
Risk description (Corporate Strategic)
The Group operates in a number of jurisdictions where social
unrest and resulting economic turbulence are common, both
of which have the ability to significantly disrupt operations
and threaten the safety and security of Capital’s assets and
personnel.
Risk description (Corporate Strategic)
Inability to access bank debt and/or inability to access equity
capital from the market.
Debt facilities not available in time to support the ongoing
growth of the business.
Risk description (Corporate Strategic)
Capital is subject to both risks and opportunities associated
with the global energy transition and climate change.
Compliance with related requirements and regulations could
result in additional costs to us or our customers.
Traditional diesel-powered mining equipment will be replaced
by more energy efficient, low-carbon alternatives.
Our response
The Group has considerable practical experience in operating
successfully in such jurisdictions and plans are in place to
secure the safety of personnel and assets in the event of
significant security issues. These plans are augmented by
various insurance policies.
The Group is seeking to continue to diversify its operations
geographically including, for example, in North America and
Zambia.
Safety and security are key considerations in the Group’s
due diligence processes when considering entry into new
jurisdictions or significant additional investment into existing
jurisdictions. An overview of our approach to managing
security is provided on page 39.
Our response
The Group is focused on capital efficiency and maintaining
balance sheet flexibility. The Group prioritises building and
maintaining strong relationships with our banking partners
as well as our existing OEM finance providers such as CAT,
Sandvik and Epiroc.
During the year, the Group raised $40 million gross proceeds
through an equity raise. The proceeds provide additional
balance sheet flexibility to deliver on growth opportunities.
The equity raise was well supported and commanded a tight
discount.
In 2026, the Group successfully refinanced its revolving credit
facility with a new hybrid structure, consisting of an equal
split between a revolving credit facility and a term loan.
Senior management continues to engage regularly with
shareholders and lenders.
Our response
Our carbon reduction efforts are closely linked to the
development of sustainably powered equipment by Original
Equipment Manufacturers (OEMs) as well as clients and host
governments switching to renewable energy sources. The
Group assesses developments in low-carbon technology
and senior management are in regular contact with OEM
manufacturers so as to maintain a strong awareness of
industry developments.
Recognising the importance of reducing our emissions,
we continue to identify and pilot technology options for
decarbonisation and to capitalise on opportunities as they
become available such as our Epiroc partnership to field-test
their SmartROC D65 battery-electric surface drill rig.
We continue to focus on our drill fleet automation and
replacement and already have several electric underground
rigs in use. Where possible we are looking to switch our
ancillary fleet to alternative energy sources.
More information on our approach to decarbonisation and our
climate risk assessment is available on page 45.
Link to strategy – Growth Link to strategy – Capital Efficiency Link to strategy – Relationships / Capital Efficiency
Increasing risk; Stable risk; Decreasing risk
Graphics
Capital Limited
Annual Report 2025
34
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Viability Statement
The UK Corporate Governance Code requires
that the Directors assess the viability of the
Group over an appropriate period of time
selected by them. The Board has concluded
that currently the most relevant time period for
this assessment is the three-year period ending
December 2028, reflecting the period covered
by our strategic plan, length of major contracts
and aligned with the new principal financing
facility.
This assessment is carried out annually before
the approval of the annual Financial Statements
and informed by continuous business planning
processes conducted throughout the year.
The review of the Group’s viability is led by the
Executive Directors and involves all relevant
functions including operations, finance, treasury
and risk. The Board actively participates in the
annual review process by means of structured
Board meetings. As part of this review, the
Board considered detailed forecasts in respect
of liquidity and the covenants related to the
Group’s banking facilities and the principal risks
of the Group.
Capital structure
Total long-term debt includes $58.9 million of
the existing Revolving Credit Facility, a $0.6
million asset-backed facility with Macquarie
with the balance through OEM-financing direct
through Epiroc, Caterpillar and Sandvik. The
Group closed the financial year with a Net Debt
position of $31.8 million (2024: $75.7 million).
If investments of $97.5
1
million are included as
cash, then the Group would be in a Net Cash
position of $65.7 million. Both the revolving
credit facility and the asset backed loan facility
have the following financial covenants: interest
cover; debt-equity ratio; gross debt to EBITDA
and tangible net worth (borrower).
The revolving credit facility has been refinanced
in March 2026 with a term loan of $37.5 million,
maturing in March 2029, and a revolving credit
facility of $37.5 million, maturing in March 2030.
The activities of the Group, together with the
factors likely to affect its future development,
performance, the financial position of the
Group, its cash flows, liquidity position and
borrowing facilities are described in pages 12
to 29.
Operations
Revenue for the year reached $345.8 million
(2024: $348.0 million), in line with revised 2025
guidance ($335 – $350 million). Our core drilling
business had another strong year in 2025,
continuing our focus on mine-site contracts
and taking advantage of the uplift in junior
exploration market.
In 2025, we commenced our mining contract
at the Reko Diq Copper-Gold Project, which
utilised the majority of our mining fleet and in
2026 we restarted a mining contract at Sukari
Gold Mine, utilising our remaining mining fleet.
Our MSALABS business continues to grow
(68% growth in revenue in 2025) with the roll
out of additional Chrysos PhotonAssay™ units
during the year in the USA and Africa, with
further deployments due through 2026.
Risks and stress tests
The Directors have carried out a robust
assessment of the emerging and principal
risks facing the Group over the coming three
years, including those that would threaten its
business model, future performance, solvency
or liquidity. These risks and the ways they are
being managed and mitigated by a wide range
of actions are summarised on pages 31 to 33.
For the purpose of assessing the Group’s
viability, the Board focused its attention on the
Group’s principal risks. In order to determine
those risks, the Board assessed Group-wide
principal strategic, operational and project
risks by undertaking consultations with senior
management.
The Board determined a base case operating
scenario and performed reverse stress testing
by modelling reductions in Adjusted EBITDA to
identify the point at which the Group’s financial
covenants would be breached.
This analysis indicates that the first covenant
breach would occur if Adjusted EBITDA
immediately declined by approximately 48%
and remained at that level thereafter. The
Board considers such a scenario to be highly
unlikely and notes that the analysis excludes
any operational responses, including the
redeployment of equipment across the Group’s
operations.
Furthermore, the reverse stress testing is
undertaken prior to the application of any
mitigating actions. The Group has a range
of measures available that would provide
additional headroom in a downside scenario.
These include, among others, the liquidation of
the investment portfolio, reductions in inventory
levels and capital expenditure, the renegotiation
of creditor payment terms and adjustments to
the dividend pay-out policy.
1 Investment portfolio as per Statement of Financial Position
of $99.8m less Capital Innovation investments of $2.3m
Conclusion
Based on the results of this analysis, the
Directors believe that the Group is well placed
to manage its business risks successfully as
the market conditions continue to improve. The
Directors have a reasonable expectation that
the Group will be able to continue in operation
and meet its liabilities as they fall due over the
three-year period of the assessment.
Cautionary statement
This Strategic Report, which comprises the
Executive Chair’s Statement and the Chief
Financial Officer’s Review, has been prepared
solely to provide additional information to
shareholders to assess the Group’s strategies
and the potential for those strategies to
succeed.
The Strategic Report contains certain forward-
looking statements. These statements are
made by the Directors in good faith based on
the information available to them up to the
time of their approval of this report and such
statements should be treated with caution due
to the inherent uncertainties, including both
economic and business risk factors, underlying
any such forward-looking information.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
35
Capital Limited
Annual Report 2025
Sustainability
36 Sustainability
37 Sustainability and Climate-Related Governance
Framework
38 Sustainability Materiality
39 Responsible Business
40 Sustainable Resource Lifecycle
41 Health and Safety
42 Our People
43 Contributing to Society
44 Environmental Stewardship
45 Taskforce on Climate-Related Financial Disclosures
Graphics
Strategic Report Sustainability Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
36
Corporate Governance
Our approach to sustainability
Effectively managing sustainability-related risks
and opportunities, such as health, safety, local
employment and environmental performance,
whilst pursuing innovation, is fundamental
to our ability to operate reliably, protect our
reputation and create long-term value for our
business and clients. We are committed to
ethical and responsible practices across our
operations and supply chain and recognise
Capital’s role in supporting a sustainable
resource lifecycle as well as contributing to
socio-economic growth in the communities
in which we operate.
Capital’s day-to-day sustainability work
underpins our standing as a quality service
provider. It is our unwavering focus on safety,
social and environmental responsibility which
allows us to consistently meet the high
standards of our customers – some of the
world’s largest mining companies.
At the same time, we recognise the significant
opportunities that sustainability-related
innovation presents, both for our own business
and for that of our customers. By embracing
new technologies and approaches, we can
deliver social and environmental benefits as
well as creating efficiencies, driving business
value and ultimately strengthening our
competitive advantage.
With a presence in 21 countries worldwide,
we are uniquely positioned to assess and
pursue such opportunities, leveraging our
global network of experts. We recognise that
sustainability-related risks are evolving and we
have focused on understanding our material
topics in 2025, both from a financial and impact
materiality perspective, covered on page 38.
Our approach to identifying, managing and
mitigating risks is outlined on page 30.
Unwavering
focus on
safety,
social and
environmental
responsibility
This year, we sharpened our focus on identifying and
understanding our most material sustainability topics.
This work underpins a stronger, more aligned approach
to reporting, ensuring our disclosures continue to meet
the expectations of our stakeholders while guiding more
informed decision making across the Group.”
Cassie Boggs
Chair of the Sustainability Committee
Our sphere of influence
Responsibility and influence vary across our
operations. Where we have direct control,
we take full responsibility for managing
environmental and social impacts. Where
responsibility is shared or primarily held
by our clients, we work collaboratively to
minimise impacts, manage risks and support
positive outcomes. Across all contexts, we
are committed to continual improvement and
to meeting or exceeding applicable legal and
sustainability requirements. To support this,
we have established our own sustainability
policies and procedures and actively pilot and
implement technology and innovation initiatives
to enhance our sustainability outcomes. We
work closely with our customers who hold the
mining permits and therefore carry the primary
responsibility to meet sustainability obligations
for their sites.
Our sustainability governance
framework
The Board is ultimately responsible for
overseeing sustainability and is guided and
supported by the Sustainability and Health,
Safety, Social and Environmental (HSSE)
Committees. The Board delegates responsibility
for sustainability management to the Executive
Leadership Team (ELT), which in turn is
responsible for communicating, monitoring
and delegating responsibilities to relevant
management in the business including the
Group Sustainability Manager, Group HSSE
Manager and regional General Managers.
See further details in the committee reports
on | Page 80 and 97
Sustainability
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
37
Sustainability and climate-related governance framework
EXECUTIVE LEADERSHIP TEAM
The Executive Leadership Team (ELT) acts as the link between operational sites and the Board. The Board delegates responsibility for day-to-day management to the ELT, including the development
of sustainability and climate change strategy and policy for Board consideration and approval, and the execution of the Board’s mandate. The ELT drives implementation against approved objectives,
performance indicators and risk management plans, and is responsible for managing risks and preparing associated disclosures.
TECHNOLOGY AND INNOVATION COMMITTEE
This Committee (which includes Capital’s Executive Chair, relevant ELT members, and Corporate Development Manager) is designed to be agile and fast-moving, serving as a central hub for
identifying and nurturing innovative opportunities. The Committee identifies and assesses new technology opportunities (including efficiency, emissions reduction or low emission technology).
Group Sustainability Manager
Reports to the Chief Financial Officer
(CFO), the Group Sustainability Manager is
responsible for our overarching sustainability
approach and is an important bridge between
the Company and the Board when it comes
to material sustainability considerations.
Works closely with senior leadership across
the Company to define our sustainability
approach and to integrate, track and monitor
performance.
Group Asset and Supply
Chain General Manager
Reports to the Executive Chair and is
responsible for asset management for
mining and drilling, supplier engagement and
identifying technology opportunities, research
and development to reduce the impact of our
fleet such as improved efficiency, improved
fuel and energy tracking, and alternative fuels.
HSSE Manager
Through the HSSE Committee, responsibility
for health, safety, and environmental
management is delegated to the Group HSSE
Manager, who leads the risk assessment and
management approach for sites, working
closely with senior leadership to identify
and implement management measure. Our
site teams, led by regional and local HSSE
Managers and Coordinators, manage the
HSSE risks, impacts, incidents and controls.
The Committee and Board receive monthly
updates on HSSE performance, and initiatives.
General Manager Human Resources
The GM HR reports to the Executive Chair and
leads the human resources team with support
from regional and local human resources
teams. The HR department oversees all
employment matters, local labour laws,
employee grievance mechanisms and day to
day people management. The HR department
is responsible for overseeing training and
development.
Project and Laboratory Managers
Responsible for managing sustainability
related risks and opportunities at their sites,
including physical climate related risks.
Working closely with leadership across
the Company on matters related to local
employment, training and development,
Corporate Social Investment, community
relations and health and safety. At an
operational level, the assigned responsibilities
for climate-related issues are aligned to the
HSSEQ management system and internal
controls for risk management
BOARD OF DIRECTORS
The Board delegates responsibility for sustainability management to the Executive Leadership Team (ELT).
Audit & Risk Committee
Supports the Board by overseeing external and internal audits, financial
reporting, policies, and compliance. It monitors Capital’s enterprise
risk management (ERM) and internal control systems, covering
business, sustainability, and climate related risks identified as principal
risks. Transition and physical climate risks are managed through the
ERM framework as part of an integrated business process under the
Committee’s oversight. The Committee evaluates the effectiveness of risk
management and internal controls, oversees the internal audit function,
and reviews business policies, conduct, ethics, auditor independence, and
legal compliance. Principal risks and related controls, including climate
related risks, are reviewed at least annually.
Remuneration Committee
Assists the Board in reviewing and recommending
to the Board the remuneration packages for the
Executive Director and oversees the approach to
setting Long-term and Short-term incentive targets
across the Group. This includes, where relevant,
sustainability related incentives.
Sustainability Committee
Supports the Board in developing the Company’s
strategy, standards and processes for sustainable
development. The Committee meets quarterly and
oversees sustainability policies, statements and
programs, including climate-related matters. It reviews
sustainability performance, and key focus areas for
the year ahead. Each year, the Committee reviews and
approves the Sustainability Report, as well as the TCFD
and sustainability-related sections of the Annual Report.
HSSE Committee
Focuses on compliance with applicable standards to
ensure that an effective system of health, safety and
environmental standards, procedures and practices is
in place at each of the Group’s operations including
site risk management. The HSSE Committee meets
quarterly to review HSSE performance, focus areas,
improvement plans, and management’s investigation
of incidents or accidents, security related issues
and assessing whether any policy improvements are
required.
METRICS AND TARGETS
Scope 1 and 2 GHG emissions
Net zero by 2050
Sustainability related short term
incentive targets
Health and safety targets National and local employment targets
Training and development objectives
Corporate social investment
budget and spend
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
38
In 2025 we conducted a double materiality
assessment to evaluate sustainability topics
from an ‘outside-in’ perspective, considering
their potential impact on our financial
performance or ‘financial materiality’ and an
‘inside-out’ perspective, assessing our potential
impact on society and the environment or
‘impact materiality’. We engaged a broad
range of stakeholders through surveys and
discussions, receiving feedback from internal
stakeholders across our Board, senior leaders
and key functions, plus external stakeholders
including suppliers, customers, investors and
lenders. The Sustainability Committee were
involved in key decisions during the materiality
assessment including agreeing the approach,
approving the initial long list of topics based
on benchmarking outcomes and the final
materiality topics.
Our assessment considers both actual
and potential impacts (both positive and
negative) and is informed by our existing risk
management processes at corporate and site
level. We also consider legal requirements and
best practice reporting guidelines, assessing
industry specific topics. As a mining service
provider, not all topics commonly associated
with the mining industry will be relevant to our
business (due in part to the sphere of influence
explained on page 36), the materiality process
is therefore useful to highlight those topics most
applicable to our activities. While we manage
all sustainability-related risks and opportunities
responsibly, we prioritise those most material
to our business and stakeholders. This focus
guides our actions and reporting, without
disregarding lower-ranked topics, which remain
under active management.
• Define the scope.
• Identify internal and external
stakeholders.
• Benchmark against relevant
peers and Capital’s clients.
• Consider sustainability
reporting standards,
applicable regulations and
other relevant industry
information.
• Develop a long list of initial
sustainability topics.
1. DEFINE
• Conduct stakeholder
engagement.
• Gather input from internal
experts.
• Review stakeholder inputs
and assess responses.
• Conduct internal risk and
opportunity assessment.
2. ENGAGE
• Collate stakeholder feedback
with internal risk and impact
assessment.
• Cross reference with
sustainability standards and
reporting requirements.
• Prioritise topics based on
materiality.
3. ASSESS & ALIGN
• Document the rationale for
topic and theme selection,
including any additions or
removals.
• Review and obtain
approval from Sustainability
Committee.
4. COMMUNICATE
Sustainability materiality assessment process
The materiality assessment confirmed many of our
previous material topics are still valid with refinements
to a few of the topics. Contributing to Society now
places greater emphasis on our ability to employ
both from host-countries and local areas around our
activities, supporting employment opportunities in the
regions where we work. Reflecting this shift, Our People
pillar now focuses on our approach to responsible
employment and training and development of our talent
which is central to our ability to employ locally. Human
rights was identified by many stakeholders as a material
issue. However, rather than treating it as a standalone
topic, we have embedded human rights considerations
across our material topics, including governance,
environmental impact management, responsible
employment and occupational health and safety. This
approach reflects our view that human rights is relevant
across the business and underpins how we operate.
Sustainability materiality
assessment outcomes
Most material topics
S1
Occupational Health and Safety
S2
Local employment, training and development
G1
Business Ethics and Governance
Material topics
E1
Environmental impact management
S3
Security
S4
Responsible employment
E2
GHG emissions and climate change
G2
Technology & innovation in support of
sustainability outcomes
Important topics
S5
In-country and local procurement
G3
Cybersecurity and data protection
S6
Responsible Sourcing
S7
Community relations and social license to operation
S8
Cultural heritage
S1
S2
S3
S5
S4
S6
S7
S8
E1
E2
E3
E
S
G
G3
G2
G1
High
HighLow
Financial materiality
Impact materiality
Environmental Topics
Social Topics
Governance Topics
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
39
Sustainability continued
Responsible business
2025 highlights and update
• Whistleblowing awareness campaign
initiated (refer to page 68)
• Human rights and modern slavery training
included in new joiner inductions
• Rolled out Code of Conduct refresher
training
Governance and oversight
Capital aims to conduct all business activities
with honesty and integrity, upholding the
highest standards of accountability as
outlined in our Code of Business Conduct,
which provides clear guidance on (amongst
other things) ethical behaviour, transparency,
respecting human rights and complying
with applicable international and local laws
and regulations. We have outlined our
comprehensive approach in more detail in the
Corporate Governance section on page 62 of
this report.
We are aware that we work in some countries
where corruption, bribery, tax evasion and
other unethical behaviour are more prevalent
and therefore we take a stringent approach
to these issues. Many of our contracts are
with the world’s leading mining companies,
who, like Capital, take these issues very
seriously. We therefore expect our employees
and business partners to uphold the highest
standards of corporate governance, ethics and
integrity throughout our business no matter
the jurisdiction or operational context. Capital
maintains a zero-tolerance approach to bribery
and corruption and is committed to conducting
business professionally, fairly and with integrity
in all relationships and activities. We implement
and enforce systems and controls to prevent
bribery and corruption, including our Anti-
Bribery and Corruption Policy. We rolled out
Code of Conduct refresher training to around
500 employees across the Company with 65%
completing the training in 2025. In 2026 the
remaining employees will complete the training
and we will continue to roll this out to targeted
employees across the Company.
Human Rights
Respect for, and upholding, internationally
recognised human rights is a cross-cutting
priority that underpins all of Capital’s practices,
and is integrated across our operations,
workforce, sustainability practices, supply chain
management and governance frameworks.
Capital recognises the potential human rights
risks within our industry and broader supply
chain, which tend to be labour intensive. Our
Human Rights Policy sets out our commitment
to respect the human rights of our workforce,
affected communities and the rights of all
individuals with whom we interact. As a key part
of this, we support the Universal Declaration of
Human Rights and the United Nations’ Guiding
Principles on Business and Human Rights. We
recognise and support the International Labour
Organisation’s core labour standards. We
maintain grievance and broader whistleblowing
mechanisms to provide accessible and effective
remedy for concerns related to human rights
(refer to Governance Section on page 68 for a
2025 update.
Integrating sustainability in remuneration
We integrate sustainability metrics into our
remuneration structure, which we believe
is critical to embedding sustainability into
our overall business strategy, strengthening
accountability and driving strong safety and
sustainability performance. In 2025, 25% of
the annual Company short-term incentive
plan (STIP) was weighted to sustainability
metrics, including 20% on safety (TRIFR), 2.5%
national (host-country) employment and 2.5%
gender diversity (refer to pages 92 for more
information).
Policies
In addition to our Code of Business Conduct,
we have the following key corporate policies
(https://www.capdrill.com/investors/corporate-
governance):
• Anti-bribery and corruption
• Sustainability
• Environmental
• Health, safety, and quality
• Human rights
• Social responsibility
• Whistleblowing
In addition we have a Climate change statement
and Modern slavery statement. We provide
more information on our Company principal
risks and our management approach to these
on page 30 of the report.
Security
Capital operates across multiple jurisdictions
where social unrest and economic volatility
are possible. This could pose a risk to safety
of personnel, security of assets and risk of
disruptions. We have extensive experience
operating in complex jurisdictions with a
proactive approach to identifying, managing
and responding to security risks. Crisis
management is overseen by the ELT, and
the Board supported by our HSSE Manager
responsible for security. Our crisis planning
is tailored for each country. For higher
risk jurisdictions we work closely with our
customer’s security teams and develop specific
crisis plans for our projects leveraging experts
familiar with the region as required. The Board,
through the HSSE committee maintains
oversight of security risk management,
receiving regular updates on security
conditions, incidents and emerging threats
across all regions with high-risk jurisdictions
subject to enhanced monitoring.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
40
Sustainability continued
Sustainable resource lifecycle
2025 highlights and update
• Field testing Medatech Engineering Service
Rod Handler
• 14 PhotonAssay™ units across our
MSALABS
Central to our strategy is our ability to grow
our business, maintain a competitive edge
driven by our reputation for best-in-class
execution, and consistently deliver value to
our customers through trusted long-term
relationships, thereby building our resilience.
We believe that technology and innovation
are crucial in setting us apart from our peers
and achieving this strategy. They enable us to
deliver efficient services to our customers whilst
supporting improved sustainability outcomes
for us as well as our customers. The mining
sector’s shift towards sustainability is not just
about mitigating risks and reducing impacts,
but about creating new opportunities and new
approaches to challenges. As a mining services
provider, we are well positioned to identify these
opportunities through our own fleets or targeted
investment in technology, that enhances safety
performance, reduces environmental impact or
improves efficiency.
We understand our customers’ business and
sustainability objectives which, coupled with
our ability to collaborate with world leading
equipment manufacturers, allows us to deliver
innovative, tailored solutions required by our
customers to meet their own sustainability
goals. Our Innovation and Technology
Steering Committee (refer to page 37 for more
information) plays a pivotal role in identify and
nurturing new opportunities.
Our approach
Using innovation and technology involves
finding key drivers that advance our
sustainability performance and that of our
customers, such as:
Automation: key driver for greater operational
efficiency and improved safety performance by
reducing manual handling and in some cases,
can reduce environmental impact.
Digitalisation: facilitates accurate data such
as tracking of fuel use across our fleets.
Digitalisation can facilitate more efficient and
accurate activity, resulting in fewer redrills and
lower fuel use.
Electrification and alternative fuels: Exploring
electrification and alternative fuels and other
advanced technologies across our operations
and equipment can reduce our GHG emissions.
Eco Detection
Since Capital’s investment in Eco Detection
we have focused on business development,
both in the mining industry and outside. Water
stewardship is a challenging issue for many
mining companies, underpinning our belief in
Eco Detection technology and leading to our
strategic investment in 2024. Eco Detection
enables mining operations to monitor water
safely and confidently with real-time data
across tailings dams and upstream and
downstream environments.
In 2025, additional analytes relevant to the
mining industry, such as heavy metals, are
under development to enhance the analysis
capabilities of Ion-Q+. In 2025, we initiated
several mining trials which are ongoing, Capital
has facilitated client engagements, logistics and
overseeing the trials.
Medatech Engineering Service Rod Handler
Fatigue management is a critical safety risk
in our sector and technology can be useful
in reducing manual handling on site. We are
therefore field testing Medatech Engineering
Services’ innovative automated rod handler. A
robotic rod handler, removing personal from
direct contact and reducing manual handing,
helping to prevent operator fatigue and ensure
safer, more consistent operations.
Partnering with Epiroc to
address emissions
Our collaboration with Epiroc to design and field
test the SmartROC D65 battery electric surface
drill rig remains ongoing. Whilst there have
been some delays when it comes to the design
and trialling of new technology, we continue to
collaborate with Epiroc in our aim to site test
the surface electric drill rig.
PhotonAssay™ technology
With PhotonAssay™ technology, MSALABS
delivers faster, safer and more environmentally
responsible (from both a waste and emissions
perspective) analysis than traditional fire
assay methods.
1
We have continued to roll out
Chrysos PhotonAssay™ units with a total of 14
units across our laboratories.
eMining, fleet replacement, digitisation and
automation
We are continually seeking more efficient ways
of working, enhancing operational performance
and delivery to clients and in some cases also
reducing fuel use. In 2025, we undertook a
pilot comparing drill hammers from different
manufacturers to determine the most efficient
option using the onboard computer to
monitor progress.
We identified that one of our Epiroc hammers
uses less fuel per metre drilled and engine hour
whilst also drilling greater depth per minute.
This could provide around a 13% fuel efficiency
per rig when using the Epiroc hammer assisting
us to capitalise on more efficient tools through
our procurement process. Digitisation of our drill
fleets helps ensure we have accurate data when
monitoring efficiency and trialling equipment,
helping us to make incremental changes to our
fleet to improve performance whilst reducing
fuel use.
We continually update our fleet software
whenever our suppliers make updates available,
this ensures our fleet, such as drill rigs, run as
efficiently as possible.
AI monitor for drill rigs
We are trialling new technology on four of our
drill rigs with data capture and AI monitoring
features. This technology has several benefits
including safety and GHG emissions tracking.
The technology is fitted with a camera which
uses AI to monitor the site and identify safety
breaches such as inadequate PPE or using
mobile phones on site and can send an alert
directly to site management. It can also be used
to review incidents on site and support Incident
Cause Analysis Method (ICAM) investigations.
Another benefit of this technology is its data
capture and monitoring features, which will
provide fuel burn and exhaust emissions
information for our drill rigs. This will be
particularly useful for our older analogue rigs
which do not have computers monitoring
fuel use.
1
Unlike traditional fire assay, Chrysos does not require the
use of hazardous chemical in the assay testing process.
Chrysos units use electricity, compared to traditional fire
assay techniques which utilises other fuels such as diesel.
This claim is based on our operational experience and
Chrysos Corporation disclosures.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
41
Sustainability continued
Health & Safety
2025 highlights and update
• Total Recordable Injury Frequency Rate
(TRIFR) of 1.20 remained within the
approved threshold target
• Lost time injury (LTI) free for 34 sites across
drilling, mining and laboratories in 2025 with a
group LTIFR of 0.08 (below our target of 0.60)
• Ongoing Supervisor development
programme with 20 employees
completing drilling certifications in 2025
See case study on | Page 14
Safety is of critical importance to both the
Company and our customers. Our people
have the right to a safe working environment,
and we take this right extremely seriously.
Our overarching objective is to create and
sustain an incident free, safe and healthy work
environment for everybody in our workplace
and the communities where we operate. Our
activities are subject to various risks associated
with mining operations and geochemical
laboratories. Capital has maintained a strong
safety track record which is a fundamental
requirement for our business.
The Board delegates responsibility through the
HSSE Committee, to the Group HSSE Manager,
and the ELT. This delegation continues to all
levels of the organisation providing visible
safety leadership and actively supporting a
culture of zero harm.
Our Health, Safety, Social, Environmental
and Quality (HSSEQ) management system,
which is ISO 45001, ISO 14001 and ISO 9001
compliant, is designed to reduce risks to as
low as reasonably possible (more information
is available on environmental management
on page 44). Our Health, Safety and Quality
Policy applies across all Capital activities and
to all Directors, employees and any third-party
workers, sub-contractors, business partners or
visitors on site, and is available on the website
here: www.capdrill.com/investors/corporate-
governance. Along with our management
systems, we have numerous safety initiatives,
training programmes, policies and procedures
designed to ensure all our employees have the
knowledge to conduct their work safely and
to address key risks in our business. Training
and development of our employees is critical
to our safety performance and our employees
undertake:
• Site induction training
• General safety training
• Role specific training
• Health, safety and environment specific
training.
In 2025, we have continued to focus on our
supervisor development programme with 20
employees completing drilling certificates or
diplomas during the year. In addition to this,
27 of our employees completed Charge Hand
safety training through IACA.
Onsite safety is reinforced at the start and end
of every shift during our pre-shift instruction
meetings, during our weekly meetings as well
as through several ongoing initiatives such as
monthly safety topics, safety risk leadership
walks, plan task observations and our Critical
Control Verification (CCV) programme.
Our CCV programme was rolled out in 2025
and assesses the actual status of critical
controls in the field, highlighting whether control
effectiveness meets expectations.
Safety monitoring is central to our approach.
Site safety dashboards monitor safety
performance at individual operational sites,
enabling tracking against leading and lagging
indicators, targets, trend identification and early
implementation of corrective actions. Health
and safety statistics and incident reports are
monitored throughout our projects and across
the various management structures of the
Group, including the HSSE Committee and the
Board. Policies and procedures are updated
as needed to reflect developments and drive
continuous improvement.
Capital’s employees have access to medical
and health services through an “International
SOS” app as well as through various local
providers, depending on their region of
operation.
We undertake pre-employment medical
examinations as well as annual check-
ups alongside any customer requirements
for people working on their sites. Beyond
occupational health services, we offer
programmes to address non-occupational
diseases like malaria, which is prevalent
in regions such as East and West Africa,
particularly amongst expatriate teams. Malaria
awareness is included in our site inductions,
and we provide all expatriates travelling to high-
risk areas with testing kits and medication for
prompt and accurate testing and treatment by
medical professionals. In 2025 our total number
of malaria cases fell by 16% (171 malaria cases
in 2025) compared to 2024 (203 Malaria cases).
This is an indication our prevention measures
are reducing exposure. We will continue to
focus on prevention and early treatment.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
42
Sustainability continued
Our people
2025 highlights and update
• 71 average hours of training per person
in 2025.
• 52% increase in the number of women
across the business to 347, representing
11% of the workforce.
• Full roll out of our Enterprise Resource
Planning System for Human Resources (HR)
across the business.
• Update to our Employee Grievance
Procedure to enhance fairness, clarity,
and consistency.
• Independent certifications offered to
employees in safety, drilling and engineering
(fixed and mobile plant mechanics).
At Capital, our employees are the driving
force behind our continued growth, and we
are committed to a responsible approach to
employment, focusing on fair treatment and
creating an environment that fosters their
development.
Our employment policy is grounded in globally
recognised labour and human rights standards-
supportive of the well being, dignity, and rights
of employees. Our approach to human resources
is consistent with the Social Accountability
8000 International Standard (SA 8000) and in
2025 we maintained our Social Responsibility
& Compliance Initiative Management System
(SRCIMS) certification with annual independent
audits across our business entities.
We value diversity, promote inclusion,
and are dedicated to eradicating harassment
and discrimination on all grounds. Gender
diversity remains a challenge across the mining
industry and can be particularly difficult to
widen in several of the jurisdictions where we
operate. In 2025 we implemented targeted
programmes to increase gender diversity,
including reinforcing equitable, skills-based
recruitment, expanding culturally appropriate
office-based career pathways for women, and
introducing structured career progression to
support long-term development. We included
a gender diversity target of 10% female
employees across the Group in our 2025 STIP
target, exceeding this with women accounting
for 11% of our workforce, 25% of Capital’s
Board of Directors are female and 40% of
senior management roles across the Company.
We foster a culture where everyone feels safe
to speak up about safety, for guidance or to
raise concerns. If issues cannot be resolved
directly, employees may contact the General
Manager, HR, the Executive team or follow the
grievance escalation process. HR will conduct
a fair and independent investigation where
required. In 2025, we updated our Employee
Grievance Procedure to enhance fairness,
clarity, and consistency. Our next steps include
ongoing coaching, monitoring grievance trends,
and continued enhancement of reporting and
documentation tools. We have undertaken
additional communication in 2025 and will be
rolling out training in 2026.
Training and development are essential to
realise our commitment to host-country
employment. In addition to induction and
role specific training, employees can undergo
Engineering Construction Industry Training
Board (ECITB) certification through International
Apprenticeship and Competency Academy
(IACA) in safety and drilling certifications
through Advance Mining Services Training
(refer to case study on page 14). In 2025, our
employees undertook an average 71 hours of
training per person.
We continue to drive the digitalisation of our
training through our Learning Management
System (LMS), offering a range of training
material available at any time. We remain
committed to expanding our digital
content library and improving accessibility,
user experience, tracking progress and
learning effectiveness.
International certification
for our East Africa Supply
Chain Team
Our support functions are essential for the
smooth business operations, Supply Chain is
a critical function for every day running of our
laboratories, drilling and mining operations.
In 2024 and 2025, Capital sponsored 20
supply chain employees to undertake
distance-learning courses with Cambridge
International College, including Store
Management and Stock Control, Logistics,
Material and Supply Chain Management,
setting them up for a successful career in
Supply Chain and opportunities to further
their careers locally or abroad.
Anna Marai, based at our Geita stores
said: ‘I found the course extremely useful
for both my current role and my long-
term career development. It strengthened
my understanding of sustainability
practices, responsible sourcing and how
environmental and social considerations
influence business’.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
43
Sustainability continued
Supporting children with
specialist equipment
The Marsa Alam Pathology Centre in
Egypt provides specialised care and
support to children with sensory and
developmental challenges otherwise not
available in the region. Capital constructed
a sensory integration room for the
centre, the first of its kind in Marsa
Alam. The facility provides a safe and
structured environment with specialist
equipment where children can receive
therapy supporting development,
concentration, coordination, and daily
functioning. The lights and colour
equipment supports sensory engagement
of the children. The centre directly
supports over 100 children from the
region.
Furthering technical
training in Zambia
Don Bosco, a technical college in
Chingola Zambia, aims to provide
training to meet the needs of the
economy. In 2025, Capital improved the
College’s ability to train students to meet
the needs of the mining industry in a
safe facility. We provided equipment for
the metal workshop and will be donating
a diesel engine for the automotive
engineering department. We supported
the improved safety of the facility, by
rewiring and upgrading the hospitality
kitchen and supplying the first aid room
with equipment and first aid kits. We
have also supplied kitchen equipment
for the female boarding house.
In 2026 we will sponsor five students
from underprivileged backgrounds in
the local area to train at Don Bosco
for one year. This initiative reflects our
commitment to community investment
and our support for projects that
create broader socio-economic value,
particularly where we can apply our
industry expertise.
Contributing to society
2025 highlights and update
• 94.3% host-country employees
• $0.28m contribution to community
development
We strive to create socio-economic value in the
regions in which we operate. Our prioritisation
of local employment, within host-countries and
the local areas where we operate, combined with
our training and talent management ensures a
transfer of skills in the mining industry.
Host country employment is a target embedded
in our STIP. In 2025 94.3% of our workforce
are from the host countries where we operate.
Wherever possible we also seek to increase
employment from the local regions around
our activities. At Reko Diq, to maximise local
employment from the region and meet our
customers requirements, we visited local
communities to interview and recruit. We now
have around 61% of our employees coming
from the local region with training programmes
aligned to role requirements.
In addition to providing employment
opportunities, we focus on community
investment initiatives, local procurement and
fair and transparent payment of taxes.
We recognise local communities as critical
partners in the long-term viability and
sustainability of our operations, providing both
a talented workforce but also our social licence
to operate. Respect for the communities in
which we operate is a core value for Capital.
As we live and work in these countries and
communities, we prioritise local integration and
adopt an open, transparent, and responsible
approach to stakeholder engagement.
Where our activities are based on our
customer’s operations, our customers lead
community engagement and identification of
community investment initiatives. We support
them and will engage communities jointly with
our customers when required. We then work
with our customers to align our contributions to
their community development aims, focusing on
our three pillars of Health and Wellbeing, Quality
Education and Decent Work & Economic
Growth.
In 2025, we contributed $0.28 million to
community projects across the regions where
we operate, as highlighted in the adjacent two
case studies.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
44
Sustainability continued
Environmental Stewardship
2025 highlights and update
• Maintained our ISO 14001 certification with
no major non-conformances
• Zero significant environmental incidents
• Collaborated with Mudex to field-test their
new recycled cardboard packaging for
drilling fluids with the aim of reducing plastic
waste at drilling sites
Our Environmental Policy, Sustainability
Policy and Climate Change Statement reflect
our commitment to managing the risks and
impacts of our activities, drawing on years of
experience, international best practices, and
collaboration with tier-one mining customers.
We are dedicated to upholding the highest
environmental management standards,
focusing on avoiding negative impacts and,
where avoidance is not possible, mitigating
or minimising them through proven industry
practices. We are ISO 14001:2015 certified –
with annual, independent maintenance audits
across business entities – and we comply with
our customers requirements and all relevant
legal and regulatory environmental requirements
in the countries where we operate.
As a mining services provider, we do not hold
mining permits or own mines; instead, we
mainly work on our customers’ sites under
their permit conditions. Our licence to operate
depends on fulfilling contracts responsibly
and in compliance with these conditions.
Given our business model, we are guided
by the environmental management plans
of our customers on respective sites, who
generally take responsibility for site clearance,
rehabilitation, waste disposal and the provision
of fuel and electricity.
We ensure compliance with both environmental
standards and our customers’ specific policies
and requirements by engaging them to
understand their needs and incorporating these
into our management plans. Where our offices,
workshops or laboratories are not on our
customers sites we take full responsibility for
environmental management, following our own
policies and standards.
Our environmental management procedures
are designed to identify, avoid and manage
environmental risks across our sites. If an
incident occurs, we respond quickly to minimise
impact following our internal procedures and,
where relevant, our customers.
In 2025 we had no level 1 or 2 environmental
incidents with no residual environmental
damage.
Environmental awareness is included in our
induction training for onsite employees and
contractors, ensuring they understand our
commitment to environmental stewardship and
their role in maintaining sustainable practices.
Our approach to climate change, emissions and
energy efficiency is covered in our TCFD report
on page 45.
Mudex collaboration
reducing plastic packaging
of drill fluids
Around 70–80% of plastic waste
generated on mineral exploration
drill sites comes from drilling fluid
packaging. The Eco Drum™ and Eco
Bucket™ developed by Mudex Drilling
Fluids (Mudex), are the mining industry’s
first viable alternative to traditional
plastic containers, reducing plastic
usage by 95% from FSC-certified
and recycled cardboard. Through a
collaboration with Mudex, Capital
successfully trialled the new packaging
on our sites and with Capital’s
commitment to use these products,
Mudex can scale up production to meet
our needs.
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
45
Task force on climate-related
financial disclosures
Our TCFD journey
We recognise that the impact of climate
change gives rise to physical and transition
risks as well as opportunities for our business.
Over the last few years we have focussed on
improving our understanding of the risks related
to our business and the opportunities. We
have improved our tracking and disclosure of
emissions by closing gaps and implementing
additional internal data review processes.
We have started working on a more detailed
decarbonisation approach to provide clarity on
appropriate targets and financial implications
for our business.
Our disclosures are consistent with the four
Task Force on Climate-Related Financial
Disclosures (TCFD) recommendations
being compliant with seven of the eleven
recommendations. We acknowledge that we are
not yet fully compliant on all recommendations
however in 2025 we made progress towards
closing gaps and providing clearer actions
disclosed in this report (see more information
on page 46 and 54).
In preparation for the UK Sustainability
Reporting Standards, in 2025 we undertook
a gap analysis against the IFRS S2 (Climate-
related Disclosures) issued by the International
Sustainability Standards Board (ISSB), providing
a foundation for a roadmap towards meeting
these requirements.
Governance of climate-related matters
The Board provides oversight of climate-related
risks and opportunities, supported by its
committees, with responsibilities delegated to
the Executive Leadership Team and embedded
throughout the management team, ensuring
effective governance in line with TCFD
recommendations. Committee Chairs report to
the Board on material Committee issues twice
annually during in-person Board meetings.
Our climate-related governance framework
is set out on page 37. Further information on
Board Committees can be found in Corporate
Governance on page 57.
Board
Focus areas in 2025 included:
• Reviewing and monitoring the Group’s long-
term and sustainable business strategies
and providing strategic direction to senior
management; ensuring that the necessary
financial and human resources are in place
to meet the Group’s objectives.
• Determining the nature and extent of
principal risks, including climate-related
risks considered principal, and conducting
a review of the effectiveness of the Group’s
risk management and internal control
system including financial, operational and
compliance controls.
Sustainability Committee
Focus areas in 2025 included:
• Reviewing Scope 1 and 2 GHG emissions
for the Company.
• Reviewing sustainability and TCFD
disclosures.
• Agreeing approach to decarbonisation
planning.
• Agreeing priority sustainability focus areas
for 2026, including climate change related
areas.
• Reviewing approach to IFRS S1 and S2 gap
analysis.
Audit & Risk Committee
Focus areas in 2025 included:
• Reviewing Capital’s principal risks, emerging
thematic risk areas and changes in risk
ratings of principal business risks.
Executive Leadership Team (ELT)
Focus areas in 2025 included:
• Implementation of the decarbonisation and
climate-related opportunities (identified
through the Technology and Innovation
Committee).
• Tracking and monitoring Scope 1 and 2
GHG emissions.
• Supporting decarbonisation planning.
• Identify, screening and trialling technology.
Group Sustainability Manager
Our Group Sustainability Manager is
responsible for our overarching sustainability
approach including climate-related issues.
Focus areas in 2025 included:
• Initiating the design of a more detailed
decarbonisation plan with support from
Digby Wells Environmental.
• Undertaking an IFRS S1 and S2 gap
analysis.
• Site based physical climate-related risk
assessment for material jurisdictions.
• Analysis of the Company’s 2025 GHG
emissions.
• Ongoing improvement of the quality of
Scope 1 and 2 GHG emissions calculations.
Group HSSE Manager
Focus areas in 2025 included:
• Annual site risk review and update
considering climate-related risks.
• Support Group Sustainability Manager in
integrating physical risk assessment for
sites within material regions.
Technology and Innovation Committee
Focus areas in 2025 included:
• Continued partnership with Epiroc to field
test the innovative SmartROC D65 battery
electric surface drill rig.
• Monitoring technology in the market in
support of our decarbonisation ambitions.
Strategy
Capital’s climate approach focuses on
improving energy efficiency across our
fleet, piloting and adopting lower-carbon
technologies as they become commercially
viable, and collaborating with equipment
suppliers and customers to support the
transition to lower-emission operations. Given
the nature of our contract-based business
model and the reliance on technology
development by OEM suppliers, our approach
focuses on improving efficiency in the short-
term while preparing for the adoption of lower-
carbon equipment as it becomes available. We
managed operational physical climate related
risks through our risk management approach.
Capital has undertaken a climate-related
scenario analysis for material regions based on
three climate change scenarios aligned to the
recommendations of TCFD (described in more
detail on page 47).
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
46
Climate-related risks and opportunities are
considered through our four strategic pillars,
ensuring that climate considerations inform
operational planning, technology adoption and
long-term business strategy.
• People: we consider site-level physical
climate risks assessments in our risk
registers. Training and awareness raising
includes heatstress and non-occupational
health issues such as malaria.
• Capital Efficiency: Ongoing fleet
replacement programme, supporting
improving fuel efficiency. Ability to transition
to lower emissions technology (when
available) through asset replacement
strategy or through contract negotiations.
• Relationships: Long-term relationships
with OEMs and a selected partner to field-
test technology before it is available in the
market offering us a first mover advantage.
• Growth: Investment in technology
and innovation (see Technology and
Innovation committee on page 37)
supporting decarbonisation outcomes
and our ability to adopt and roll out lower
emissions technology such as Chrysos
PhotonAssay™.
Assessing climate-related risks and
opportunities
Over the last few years, we have undertaken
climate-related scenario analysis for five
material regions, namely Nevada (USA), Marsa
Alam (Egypt), West Africa, East Africa and
Balochistan (Pakistan). The outcomes of this
analysis inform our understanding of potential
climate-related risks and opportunities and
support the development of our strategic and
operational responses. The analysis identified
12 potential impacts at an operational and
corporate level, which are assessed across our
climate-related short-to long-term time frames
(as outlined on page 49).
The outcomes of the scenario analysis indicate
transitional risk, related to pace of adoption of
low-carbon technologies, as the most material
to the Company. However, the Company’s
contract-based business model, fleet
replacement programme and relationship with
OEMs provide flexibility to adopt technologies
as they become available.
Our operational risks are identified and
managed through site risk registers including
physical climate-related risks. In 2025, we
reviewed all physical climate risks identified
in scenario SSP5-8.5 (for sites covered in the
scenario analysis). This ensures sites can close
any gaps in their risk registers from 2026. In
2025 and early 2026 we updated the climate
risk projections for several projects in East,
West and Central Africa providing more regional
specificity, supporting improved integration at a
site level.
Direct physical impacts of climate are well
understood at our existing operations and we
consider these in our site planning and cashflow
management. Due to our business model being
contract-based, we closely monitor the cost
base and reprice contracts accordingly as they
are renewed or feed into tender models as we
compete for new work. This allows us to cater
for risks arising in the short-term from climate-
related matters with physical climate related
risks identified and managed through our
operational risk management approach.
Energy Transition (Capital’s ability to swiftly adapt
to energy efficient, low-carbon alternatives
as they come onto the market) is one of our
principal corporate risks, refer to page 30.
We prepare for this transition through our
focus on innovation and technology with the
ongoing digitisation of our drill rigs, piloting of
new technology, and, when moving into new
jurisdictions, factoring the weather-related risks
we may face such as increased temperatures
and extreme weather events. We operate
an active fleet replacement programme and
work with OEMs to identify and trial new
technologies, incorporating fuel-efficient
or lower-carbon options as they become
commercially viable. This positions us to be
an early adopter as lower-carbon technologies
become available.
Our Technology and Innovation Committee
has undertaken assessments of climate-
related opportunities, prioritising those for our
largest sources of emissions. Key themes and
emissions reduction opportunities related to
efficiency, alternative fuels and electric options
are regularly reviewed.
The Company will continue to identify and
pilot opportunities working closely with
our OEMs to understand their low carbon
pipeline, possible areas for collaboration as
well as new technology available. In 2025 we
recruited a Research and Development (R&D)
Manager who’s role will include identifying
opportunities for improved efficiency options,
and decarbonisation opportunities. Additional
information on technology we have piloted or
adopted is provided on page 53. Not all the
pilots undertaken proved successful, however
we are in a good position to be an early mover
on technology as it becomes available.
While we recognise there is always more
we can do to achieve our aims, we strive to
integrate climate related considerations into
decision making process where relevant and
possible, applying the lens of climate change in
particular to:
• Risk management
• Research and development
• New country entry
• Compliance with laws and regulations
In 2025, Capital did not identify any material
financial impacts arising from physical or
transitional climate-related risks. Based on
our current assessment, the business is well
positioned to adapt to climate change over
the short to long-term. That said, Capital
does not yet fully comply with TCFD Strategy
recommendation b) and c). During the ongoing
development of our decarbonisation plan
in 2026 we will assess the potential cost
implications associated with adopting lower-
carbon technologies. Requirement c) requires
additional strategy analysis against our
scenarios and time horizons identifying if a shift
in approach is required.
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
47
Managing climate related risks and
opportunities
Our climate-related risks have been
incorporated into the ERM using scenario
analysis and outcomes, considering both
physical and transition-related risks. The
corporate risk register identifies control
mechanisms allocated to accountable ELT
members for monitoring and implementing
controls. A slow response to low-carbon energy
transition is one of our principal corporate risks
for the Group (refer to page 30 of this report for
additional information).
Physical climate-related risks are managed
through our operational management teams
with each site having a risk register which
covers health, safety, social and environmental
risks. Risks pertaining to potential physical
climate change, such as extreme weather,
droughts, flooding, wildfires and extreme
temperatures, are covered in these risk registers
to ensure each site has relevant controls in
place. In 2025, we reviewed the physical risk
assessment to ensure risks to sites in material
regions are covered, this will be integrated into
site risk registers from 2026.
Our scenario analysis
Our scenario analysis follows TCFD recommendations, exploring three different scenarios to assess physical and transitional risks. The analysis
considers the material risks and opportunities identified for Capital’s activities arising from projected physical hazards, as well as global and national
climate responses.
Materiality of risks and opportunities was considered qualitatively based on likelihood of occurrence and severity. Conducting climate change scenario
analysis has enabled us to identify, assess, and manage our exposure to climate-related risks for operations in our material regions in Egypt, Tanzania,
West Africa, USA and Pakistan.
Selected scenarios
Net Zero
+1.5ºC
Announced Pledges
+2.1ºC
SSP5-8.5
+4.3ºC
A scenario which sets out a pathway for the
global energy sector to achieve a Net Zero
CO
2
emissions scenario (NZS) by 2050. It
does not rely on emissions reductions from
outside the energy sector to achieve its goals.
Universal access to electricity and clean
cooking are achieved by 2030.
NZS provides a scenario with higher
transitional risks such as high cost increases
due to increased regulations allowing an
assessment of risks and opportunities related
to this scenario.
A scenario which assumes that all climate
commitments made by governments around
the world will be met in full and on time. This
includes Nationally Determined Contributions
(NDCs) and longer-term Net Zero targets, as
well as targets for access to electricity and
clean cooking.
Announced pledges reflects the direction
of current government commitments and
provides a plausible policy trajectory to
identify risks and opportunities
Current CO
2
emissions levels roughly double
by 2050. The global economy grows quickly,
but this growth is fuelled by exploiting fossils
fuels and energy-intensive lifestyles. By
2100, the average global temperature is 4.3˚C
higher.
The SSP5-8.5 scenario provides a scenario
to assess risks and opportunities consistent
with higher world temperatures and
associated potential severe physical risks and
outcomes.
By identifying our short, medium and long
time periods we considered: our financial and
strategic planning timelines, timeline for likely
availability of alternative fuels and technology,
and timelines to monitor progress against our
2050 Net Zero target.
Timeframe Period Rationale
Short term 1 to 3 years Aligns with our Company financial planning and average remaining time on our contracts.
Medium term 3 to 10 years Our strategy is to grow as a business, growing our portfolio, and to remain competitive by reducing our
emissions. This aligns with projected timeline for increased likelihood of alternative fuel availability and
sustainably powered equipment through our key OEM suppliers.
Long term > 10 years This allows time for a phased approach to rollout of sustainably powered equipment and fleet replacement.
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
48
Physical Risks
Material physical risks are those that are likely to occur at our operations considering climate projections for the regions. The trends and projections for each of Nevada (USA), Marsa Alam (Egypt),
East Africa, West Africa and Balochistan (Pakistan) are discussed in detail in the respective physical scenarios. Through the scenario analysis, it was identified that the severity of physical risks relating
to temperature and rainfall varied depending on geographic location. This is highlighted in the table below to provide further detail.
Trend Impact
Nevada,
USA
Marsa Alam,
Egypt
West
Africa
East
Africa
Balochistan,
Pakistan Risk period
Increased
Heat
Excessive heat creates unsafe working conditions impacting worker health & safety. Examples include,
but are not limited to, fatigue, dehydration, heat stroke, respiratory and cardiovascular disorders,
increased hospital admissions and increased absenteeism.
X X X X X Short-term
Excessive heat can impact the performance of the Group’s fleet, leading to reduced productivity and in
turn reduced revenue
X X X X X Long-term
Increased energy consumption for cooling equipment, vehicles, offices and ventilation (underground
portion of the operations)
X X X X X Short-term
Infrastructure disruptions due to extreme heat events can adversely impact water and power supply
and transportation. These disruptions can lead to productivity losses or decreases in operational
efficiency.
X X X X X Medium-term
Increased
variability
of rainfall
Increased flooding leads to operational and supply chain disruptions as well as increased risks for
worker health & safety. Impacts on Capital’s clients such as flooding of pits, underground and washing
away water supply dams.
X X X X Medium-term
Increased precipitation in the form of snowfall leading to operational and supply chain disruptions as
well as increased risks for worker health & safety
X Medium-term
Increased flooding and changing weather conditions leading to worker health & safety risks due to
increased malaria cases.
X X Long-term
Increased droughts lead to declining availability of potable and industrial water. Increased operational
costs and potential delays in the up-stream value chain, due to increased water prices, water shortages
or product delivery delays.
X X X Long-term
Increased drought conditions can exacerbate sand and dust storms, causing impacts to production or
local supply chains.
X Long-term
Increased cyclonic impacts, specifically related to flooding and or supply chains.
X X X X Long-term
Increased wildfires as a result of increased heat and increased time between rainfall events (variability).
Increased wildfires may endanger infrastructure, worker health & safety and reduce visibility
X X X Medium-term
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
49
Key impacts and responses to climate risks
At Capital, we regard climate change as both a company and global concern. We recognise that the impacts of climate change could affect both our customers and our business in a variety of ways:
• Physical shifts in temperature, precipitation, and severe weather events could impact on the stability and effectiveness of infrastructure and equipment, leading to elevated health and safety risks.
• Increased environmental protection requirements and customer demands such as demand for green or cleaner fleets.
• Regulatory changes such as more widespread carbon tax regimes.
• The stability and cost of energy and water supplies.
Whilst there are several risks associated with climate change, we also believe that it presents opportunities. Capital is well-positioned in the mining industry to capitalise on these opportunities with a
strong focus on innovation and often a first mover advantage. We are working to adjust our service offering to ensure we not only remain relevant and competitive in the contract mining services sector
but continue our growth in a sustainable manner.
Key sensitivities and opportunities to the business were identified for each scenario to assist us in planning for resilience and preparation for possible future events. Identified negative impacts, the
opportunities and the responses are set out in the table below:
Risk type Risk / opportunity Risk / opportunity impact Our responses Risk period
Policy
Cost of carbon
Based on Capital’s climate scenario analysis, as well as our diesel
consumption, the cost of carbon in the International Energy Agency
(IEA) Net Zero Emissions by 2050 scenario (NZS) may increase
diesel related expenses for Capital:
• In the Middle East and North Africa, on average, by an
additional $1.9 million per year in 2030 and $14.0 million per
year in 2050, in the NZS scenario;
• In West Africa, on average, by an additional $1.3 million per year
in 2030 and $9.4 million per year in 2050;
• In East Africa, on average, by an additional $360,000 per year in
2030 and $2.6 million per year in 2050;
• In Nevada, by an additional 34% per year in 2030 and 45% per
year in 2050; and
• In Pakistan, by an additional 4% per year in 2030 and 34% per
year in 2050.
Overall, at all non-US operations, the cost of carbon could increase
the cost of using diesel by up to 4.1 ¢/L in the short term and up to
9.5 ¢/L in the long term.
At the majority of our operations (across mining, drilling and mine site laboratories),
our customers purchase and supply fuel for our equipment on site, therefore cost of
diesel related expenses would not have a direct impact to Capital. Our commercial
laboratories would carry the cost of an increase in fuel prices. Where fuel is
not supplied by customers the cost of fuel is built into our financial models and
considered accordingly when providing pricing to customers.
We continue our fleet replacement programme, with the identification and trialling
of electric vehicles, electric surface drill rig, our energy efficiency and automation
initiatives, and the systematic replacement of older equipment with more modern
fuel efficient machinery. The fleet replacement programme allows us to adopt new
technology as we replace older technology without incurring additional cost. Should
customer requirements include low-emissions technology, this cost will be built
into tender pricing. We collaborate with OEMs to identify and where relevant trial
technology as it becomes available.
As relevant, we aim to engage our customers on potential implications of additional
carbon related costs.
Link to strategy – Relationships / Capital Efficiency
Short
to long-
term
Key
Risk
Opportunity
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
50
Risk type Risk / opportunity Risk / opportunity impact Our responses Risk period
Policy
Grid
decarbonisation
In the USA, the national grids will reach zero CO
2
emissions by 2035
under the NZS. This will be achieved through incentives promoting
the roll-out of renewable energy generation technology. This will
provide a readily available low-GHG emission energy source for
Capital to use.
Based on Pakistan’s Nationally Determined Contribution (2021), the
country aims to increase the share of renewable electricity on the
grid to 60% by 2030, with no further decarbonisation stipulated.
We will continue to identify, trial and implement electric equipment to prepare for low a
lower emission grid, such as electric light vehicles.
Over the medium and long term, suppliers will likely have more sustainably powered
equipment options which can be phased in when available on the market through our
fleet replacement programme as our older fleet are retired. Should new technology be
at a higher cost this will be considered in tender costing or contract renegotiations.
This will enhance our ability to benefit from increasing grid decarbonisation.
Link to strategy – Relationships / Capital Efficiency
Short to
medium-
term
Incentives to
reduce GHG
emissions
Government and regulatory incentives that encourage the
development and deployment of GHG emission reduction initiatives,
including research and development of alternative fuels and waste
minimisation.
We continue to identify and pilot new technology on our decarbonisation journey
as outlined on page 53. We have deployed electric vehicles, including light delivery
vehicles, and plan to field-test the battery-electric surface Epiroc drill rig. We
continue to engage and partner with suppliers as appropriate.
Link to strategy – Relationships
Short
to long-
term
Technology
Improvements
in the
manufacture of
alternative fuels
Increased availability and reduction in the cost of using alternative
fuels, such as hydrogen.
We continue to monitor available technology for testing and piloting and continue to
work with Epiroc on the SmartROC D65 battery-electric surface drill rig. Due to our
long-term relationship with OEMs we are often selected to field-test new technology,
providing us with a first mover advantage.
Link to strategy – Capital Efficiency
Medium-
term
Retrofitting the existing light-vehicle fleet to run on natural gas will
increase capital costs in the short term but could save money in the
medium to long term due to reduced operating costs, especially
when taking into account the potential cost of carbon.
Whilst the availability of natural gas is limited within our operational areas, our
suppliers are working on several dual fuel derivatives of their engines to allow for the
use of a wider range of fuels going forward.
Link to strategy – Relationships / Capital Efficiency
Short to
medium-
term
Significant
advances in EV
technologies
Equipment currently in use will either need to be upgraded or be
replaced during the term of operational contracts. Furthermore, the
resale value of fossil fuel dependent assets will be much lower than
in the current market.
Our ongoing fleet replacement programme has a greater focus on lower emission
vehicles, with higher efficiency diesel / biofuel options being considered, along with
our partnership with Epiroc for the field testing of electric drill rigs. New technology
can be phased in (when available on the market) through our fleet replacement
programme as our older fleet are retired. Should new technology be at a higher cost
this will be considered in tender pricing or contract renegotiations. This will enhance
our ability to benefit from increasing grid decarbonisation.
Link to strategy – Relationships / Capital Efficiency
Short to
medium-
term
Key
Risk
Opportunity
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
51
Key
Risk
Opportunity
Risk type Risk / opportunity Risk / opportunity impact Our responses Risk period
Reputation
/ Market
Removal from
preferred
supplier lists
– not awarded
contracts
If Capital is to remain a GHG emissions intensive company, this may
hinder it from being a preferred service provider.
Capital is preparing for a transition to lower carbon customer requirements through
our fleet automation initiatives, eMining and other technology such as Chrysos
PhotonAssay™ in our laboratories. We engage our customers on their requirements
and expectations to ensure we can meet these now and in the future. Adoption of
lower emissions technology and equipment can be included in our fleet replacement
programme in a phased approach. Tenders requiring lower emissions technologies
will embed the cost in the pricing submission to customers.
Link to strategy – Relationships / Capital Efficiency
Short to
medium-
term
Diversify
commodity
exposure
It is predicted that there will be an increase in the demand for
lithium, copper and other minerals/metals critical to the low-carbon
transition increasing the price of these commodities, making the
mining of such minerals more desirable for long term sustainability
(based on market research such as IEA, The Role of Critical
Minerals in Clean Energy Transition, 2021).
Capital has continued to grow its non-mine service offerings including new
laboratories and locations for MSALABS. In addition, we have expanded our
commodity footprint into copper and iron ore (refer to page 17 for additional
information).
Link to strategy – Growth
Short
to long-
term
Physical
(Acute and
Chronic)
Increased
extreme heat
incidents
Adverse health impacts and potential injury/death of workers. Heat
stress could risk 2.2% of Capital’s annual revenue (based on a
study undertaken by the international Labour Organisation in 2019,
Working on a Warmer Planet: The impact of heat stress on labour
productivity and decent work). Operating certain machinery when
ambient temperatures exceed 40°C can lead to a 7% increase in
fuel consumption.
Capital has significant experience working in harsh and extreme environments. We
undertake due diligence for new country entry with our experienced team visiting
site to understand the ground conditions and physical climate related risks such
as floodlines and weather conditions. We build these considerations into the cost
base of contracts and financial modelling for tender submissions. Contract renewals
similarly consider physical climate related impacts and are costed accordingly.
Capital’s mandatory induction training and annual refreshers include training on the
risks associated with heat exposure, sun stroke and exhaustion, as well as medicals
to ensure staff are healthy. Prior to entering a new jurisdiction, the due diligence
includes an assessment of risks. Measures are implemented to manage these risks
such as additional cooling of vehicles, implementing shorter shifts where relevant,
along with work stoppages should conditions become unhealthy.
Link to strategy – People
Short
to long-
term
Erratic weather
Erratic weather such as flooding and increased drought will cause
supply chain disruptions thereby impacting operations. Depending
on the number of active rigs on site and the length of production
stoppages, this can become a significant issue for Capital.
Erratic weather can also lead to high winds and potential dust
storms in Pakistan. This can cause health & safety risks and delay
operations, depending on the severity of the event.
Capital reviews its suppliers and supply chains periodically. Where possible
additional inventory can be held on vulnerable sites to mitigate potential delays.
Link to strategy – Relationships
Capital reviews our Health & Safety policies to ensure these are suitable for evolving
circumstances and updated regularly.
Link to strategy – People
Short
to long-
term
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
52
Key
Risk
Opportunity
Risk type Risk / opportunity Risk / opportunity impact Our responses Risk period
Physical
(Acute and
Chronic)
continued
Wildfires
Increased temperatures and more variable rainfall will increase
wildfire risk which has health & safety implications as well as
operational and supply chain impacts.
Capital reviews its Health & Safety policies to ensure these are suitable for evolving
circumstances and updated regularly.
Link to strategy – People
Short-
term
Extreme
cold and
snowstorms
In Nevada, extreme cold temperatures and snowstorms can pose
several health & safety risks to Capital’s employees as well as
operational risks and supply chain issues.
We ensure that the teams stationed at the Nevada and Alaska operations are trained
to operate in extreme weather and that the equipment used there is suitable for the
colder winter conditions.
Link to strategy – People
Short-
term
Malaria
distribution
shifts
In East Africa, alterations in malaria distribution may expose
operations to malaria that were not previously affected.
In Pakistan, increased flooding is projected to increase incidence
rates of malaria and waterborne diseases such as typhoid, cholera,
and dengue fever.
We have ongoing management in malaria prone areas, as well as the provision
of nets, vector control sprays and residual spraying (see more detail on page 41.
Training is also undertaken to ensure correct use, as well as greater understanding
in areas where malaria is not currently prevalent. The Company also have awareness
raising for employees on waterborne diseases such as cholera.
Link to strategy – People
Medium
to long-
term
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
53
GHG emissions
We calculate our Scope 1 (direct) and Scope
2 (indirect) GHG emissions in alignment with
the GHG Protocol Corporate Accounting
methodology. We currently use the International
Energy Agency (IEA) Emission Factors (Efs)
for emission calculations, along with the IPCC
AR6 Global Warming Potential (GWP) factors,
but we acknowledge that IEA Efs are not as
representative as country-specific Efs. Our
current countries of operation have limited
factors available. As part of our ongoing
improvement in our GHG calculations, these
factors will be reviewed annually to ensure the
most representative data is utilised.
Since the initial reporting of our Scope 1 and 2
GHG emissions, each year we have improved
the accuracy of our data collection to provide a
more accurate representation of our emissions.
We have achieved this by improving our
operational fuel record keeping, identify data
gaps and either closing these, estimating fuel
or electricity use or using sampling. Our focus
on latest technology and digital fleet means for
those assets we have automated tracking of
fuel consumption and emissions. For operations
where this is not currently recorded, we rely on
fuel use tracking or fuel consumption estimates
based on hours of operation for equipment.
Similarly, we continue to improve the tracking of
fuel and energy use at our laboratories. Where
we do not have access to actual usage data,
we have taken steps to estimate our energy
consumption based on electricity use estimates
or sampling. We continue to focus on tracking
actual fuel and electricity use to provide a more
accurate Scope 1 and 2 GHG calculation.
Scope 1 accounts for 98% of GHG emissions,
the majority of our emissions coming from
diesel which is purchased and supplied by our
customers. Scope 2 emissions accounts for
2% of our emissions with a large proportion
supplied by our customers. Capital includes
emissions from all fuel and electricity used
regardless as we believe this provides a truer
reflection of our GHG emissions. We continue
to focus on energy efficiency in our existing
fleet through our digitisation and eMining
programmes. As well as identifying, testing,
piloting and implementing new technology
where appropriate and available. Engaging
with our customers to understand their plans
and requirements and our suppliers on their
road maps to develop sustainably powered
equipment is an ongoing process. Where
possible, we partner with both our customers
and suppliers to pilot and test new technologies
available or move forward the development of
new technologies.
Energy and fuel supply is largely controlled by
our customers on many of the sites where we
operate; however, we believe there is always
work we can do to address climate change.
We constantly review new technologies and
collaborate with customers to implement new
technology with the potential to benefit their
operations. Field testing of new technologies
occurs at operations, managed by our asset
and maintenance team with support from
the site teams and in collaboration with our
customers. We work with our customers’ site
teams to ensure our on-site teams understand
their sustainability priorities and requirements
including climate-related priorities and
programmes where relevant.
To address our climate-related risks, specifically
those related to the transition to low-carbon
energy we use metrics focused on our priority
areas. These metrics assist our monitoring of
operational performance and will inform our
development of decarbonisation pathways.
These metrics include total Scope 1 and 2 GHG
emissions, fuel efficiency and energy source.
• Energy source and reduction in diesel
use: reducing our reliance on fuel, in
particular diesel, will have the greatest
impact on lowering our Scope 1 GHG
emissions. Switching from diesel to
alternative fuel options or switching
from diesel to grid or renewable energy
sources will also reduce them. Our
ongoing partnership with Epiroc to field-
test their battery-electric surface drill rig
demonstrates our commitment to reducing
fuel reliance in collaboration with our OEMs.
We have also implemented the following
initiatives:
– The solar installation at our Mwanza
workshop continues to reduce our
reliance on the grid;
– Electric light vehicles at our operations in
Nevada;
– Roll out of solar lighting system units to
replace diesel generators; and roll out
of Chrysos PhotonAssay™ units to our
MSALABS in 2025, now totalling 14 units
across our geochemical laboratories.
– Fleet replacement programme, replacing
our older fleet with newer more energy
efficient models.
• Fuel efficiency: Our diesel use has
decreased from 33.9 million litres in 2024 to
21,6 million litres for 2025 across Scope 1.
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
54
GHG GWP Reference
CO
2
1 IPCC AR6 Working Group 1 – Chapter 7 – GWP-100
CH
4
29.8 IPCC AR6 Working Group 1 – Chapter 7 – GWP-100
N
2
O 273 IPCC AR6 Working Group 1 – Chapter 7 – GWP-100
CO
2
e 1 IPCC AR6 Working Group 1 – Chapter 7 – GWP-100
As shown in the table and graphic below, our total Scope 1 and 2 emissions for 2025 were 64,330
tCO
2
e for the year (2024: 91,186 tCO
2
e). The decrease in GHG emissions since 2024 primarily
reflects the completion of our mining contract at Sukari in 2024 accounting for the majority of this
decrease. With the ramp up of mining activities at Reko Diq, which started in 2025 and will continue
into 2026, we will see a step up in Scope 1 emissions throughout the duration of activities. Our total
energy consumption in 2025 was 789,680 GJ equivalent. Mobile diesel consumption constitutes the
largest proportion of our emissions (representing approximately 87% of our Scope 1 emissions) and
is therefore a primary focus for reduction initiatives. Digby Wells Environmental undertake quality
control on our GHG emissions annually.
GHG Emissions (tCO
2
e) 2025 2024 2023 2022
Scope 1 58,584 89,497 108,632 134,843
Scope 2 5,746 1,689 1,231 822
Total Emissions (Scope 1 and 2) 64,330 91,186 109,863 135,665
We acknowledge that the management of
climate-related risks and the reduction of GHG
emissions is an iterative process that requires
us to adapt and evolve. Decarbonisation in the
mining industry, and for Capital, is contingent
on collaboration across the value chain, and
even with cooperation, significant challenges
remain. We are committed to addressing
these transparently whilst demonstrating our
direction of travel. Currently, reaching Net Zero
in the short-term is not feasible for two key
reasons. First, the technologies provided by
our equipment suppliers are not yet sufficient
to fully support Net Zero goals and constrain
the pace at which emissions reductions can
currently be achieved. Second, the financial
burden of achieving decarbonisation would fall
on Capital, and it would not be economically
viable to invest in the technologies and systems
required until carbon markets evolve, and
associated costs decrease.
We take our commitment to climate change
seriously and continue to work on actions
within our control whilst also working with
suppliers so that we are ready to incorporate
sustainably powered equipment as it becomes
available. We continued to trial opportunities
to improve the tracking of our fuel and
energy consumption and achieve reduction
in our Scope 1 GHG emissions, some more
successful than others, but we believe that new
technology advancements allowing us to switch
to alternative fuels or electric equipment will
take longer.
Additionally, we often operate in remote areas
with limited access to grid electricity, relying on
our customers for power, typically supplied by
diesel. Sourcing reliable renewable energy in
these areas is challenging, which limits short-
term transition options. Moving to renewable
energy therefore requires close collaboration
with both customers and governments. Due to
the location of many customers’ assets, diesel
is currently the most reliable energy supply.
Our carbon reduction efforts are also closely
linked to the development of sustainably
powered equipment by OEM suppliers, other
technological advancements and the availability
of renewable energy options from governments
and customers described above. This means
that our efforts are very much tied to their
decarbonisation roadmaps. Many suppliers
have set goals and are actively working on
alternative, low carbon technologies; however,
this transition will take time for suppliers to
design, test, pilot and manufacture equipment.
We remain committed to achieving Net Zero
by 2050 across our Scope 1 and 2 emissions
and are updating our decarbonisation pathway
and targets to better reflect our business
goals and the realities of the global market. In
2025 we initiated the development of a more
comprehensive decarbonisation plan to update
our decarbonisation pathway and assist in
setting appropriate targets for the business.
This work will be ongoing in 2026.
We are not yet fully compliant on TCFD
Recommendation on Metrics and targets b)
and c). Given the complexities associated
with achieving representative calculations
of Scope 3 emissions – particularly with the
disparate nature of our supply base, this work
is continuing. Whilst we are aware of the
importance of reporting Scope 3 emissions, our
primary focus remains on accurately calculating
Scope 1 and 2 as well as identifying the right
opportunities for emissions reduction in a
structured and cohesive manner.
GHG EMISSIONS (tC0
2
e)
Sustainability continued
2022 2023 2024 2025
Scope 1
(Stationary + Mobile)
Scope 2 Total Emissions
(Scope 1 and 2)
150,000
100,000
50,000
0
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
55
We remain committed to complying with legal
requirements and aligning with relevant best-
practice disclosures.
Emission reduction and
decarbonisation pathways
Short-term
A large proportion of our carbon emissions are
a result of fossil fuel use in our equipment. Slow
progress toward cost-effective and reliable
electric/alternative fuel haul trucks and drill rigs
means our focus in the short-term (less than 3
years) is to ensure that our current fleet is as
fuel-efficient as possible.
We continually investigate opportunities to
reduce the diesel needs of our machines,
focussing on areas where technology is already
proven, such as:
• Use of mobile solar lighting systems
reducing need for small-scale diesel
generators to be utilised on site,
• Integration and retrofitting technology to
drive enhanced fuel efficiency;
• Fleet replacement program supporting
improved efficiency; and
• Our continued installation of Chrysos
PhotonAssay
TM
units within our MSALABS
business
In addition to this our partnership with Epiroc
for our first electric drill rig also represents
an important element of our short-term
approach to collaborating with our partners on
decarbonisation.
Our customers are increasingly prioritising
emissions reduction and minimising
environmental impact and we engage with
our customers regularly to understand their
expectations and requirements. By transitioning
more quickly than our peers in the short-term,
we believe Capital’s services will become
a more attractive choice – maintaining our
competitive edge.
The direct physical impacts of climate are
well known at our existing operations and
we consider these in our site planning and
cashflow management. Due to the relatively
short time period of our contracts, we can
consider changes to climate risk profiles within
our contracts during customer negotiations.
Medium-term
In the medium term (3-10 years) we believe that
our heavy vehicle manufacturers will begin to
commercialise the electric/ hydrogen/ hybrid
fleets that they are currently being developed
and tested. The incorporation of electric drill
rigs and mine haul vehicles will have the largest
impact on our GHG emissions, as they currently
account for a significant portion of our Scope
1 emissions. In anticipation of this, we have
begun the process of preparing for the rollout
of our next generation fleet. As the rollout of the
next generation fleet will be carried out over a
number of years, built into our fleet replacement
program, Capital is identifying and investing
opportunities to further reduce our footprint.
This approach allows for the reduction in
emissions as we manage fleet replacement,
taking age of units, cost etc. into consideration.
We are, however, cognisant of the limited
influence we play regarding our OEM equipment
suppliers and access to low carbon electricity at
the operations we are based, and this target is
therefore dependent on their buy-in and aligned
with their commitments.
Long-term
In the longer term (greater than 10 years) we will
continue to:
• Engage with our suppliers to ensure the
availability of feasible decarbonisation
technologies relevant to our operations;
• Collaborate with our suppliers and partners
to secure their support and ensure
alignment with their commitments, provided
their goals reflect our level of ambition;
• Engage with our customers on their Net
Zero plans; and
• Offset hard to abate emissions where
alternatives are not available.
Sustainability continued
Graphics
Strategic Report Sustainability Corporate Governance Financial Statements Supplementary Information
Capital Limited
Annual Report 2025
56
Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)
Pillar Recommendations Reference for report disclosure Compliance
Governance
a) Describe the Board’s oversight of climate-related risks
and opportunities.
Sustainability and Climate-Related Governance Framework – page 37 and Governance of Climate Related Matters, Board –
page 45
b) Describe management’s role in assessing and managing
climate related risks and opportunities.
Sustainability and Climate-Related Governance Framework – page 37 and Governance of Climate Related Matters,
– page 45
Strategy
a) Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long-term.
Strategy – pages 45 to 46
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
and financial planning.
Strategy – pages 45 to 46 and Managing climate related risks and opportunities – pages 47 to 52
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate related
scenarios, including a 2°C or lower scenario
Strategy – pages 45 to 46 and Managing climate related risks and opportunities – pages 47 to 52
Risk
management
a) Describe the organisation’s processes for identifying and
assessing climate related risks
Managing climate related risks and opportunities – pages 47 to 52
b) Describe the organisation’s processes for managing
climate related risks
Managing climate related risks and opportunities – pages 47 to 52
c) Describe how processes for identifying, assessing, and
managing climate related risks are integrated into the
organisation’s overall risk management
Strategy – pages 45 to 46 and Managing climate related risks and opportunities – pages 47 to 52
Metrics and
targets
a) Disclose the metrics used by the organisation to assess
climate related risks and opportunities in line with its
strategy and risk management process
GHG Emissions – pages 53 to 55
b) Disclose scope 1, scope 2, and, if appropriate, scope 3
greenhouse gas (GHG) emissions, and the related risks.
GHG Emissions – pages 53 to 55
c) Describe the targets used by the organisation to manage
climate related risks and opportunities and performance
against targets
GHG Emissions – pages 53 to 55
Compliance Key
Compliant Not fully compliant
Sustainability continued
Graphics
58 Chair’s Introduction to Governance
60 Board of Directors
62 Corporate Governance Report
71 Statement of Compliance
72 Audit & Risk Committee Report
77 Nomination Committee Report
80 Sustainability Committee Report
82 Remuneration Committee Report
97 HSSE Committee Report
99 Investment Committee Report
100 Directors’ Responsibility Statement
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
57
Capital Limited
Annual Report 2025
Corporate
Governance
Graphics
Capital Limited
Annual Report 2025
58
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
We are dedicated to
maintaining robust
corporate governance and
ethical conduct
Chair’s Introduction to Governance
See my biography | Page 60
Dear shareholders,
On behalf of the Board, I am pleased to present
Capital’s Corporate Governance Report for the
year ended 31 December 2025.
Strategic focus and our governance
framework
This report sets out the role and activities of
the Board and its Committees, including our
dedication to providing strategic guidance
to our management team, overseeing the
implementation of our business model and
monitoring the delivery of Capital’s strategic
objectives to support long-term growth. Our
governance framework, described in more
detail on page 62, promotes robust corporate
governance processes, the appropriate
allocation of resources and a structured
approach to monitoring performance against
key objectives and milestones. You can read
more about some of the Board’s most important
decisions in 2025, on page 70.
Succession planning
As set out in our Annual Report last year, I
assumed CEO responsibilities for Capital whilst
remaining in my role as Executive Chair when
Peter Stokes stepped down on 9 March 2025.
We consulted shareholders during this period
to ensure support. The route we took at the
time was purposefully aimed at sustaining the
consistency that has defined our business since
its inception over two decades ago, ensuring
a clear vision and aiding a smooth transition
of change.
We remain focused on succession planning
and the Nomination Committee led a targeted
exercise in 2025 undertaken by independent
consultants, both for the Board and for
senior members of the executive team. A
comprehensive plan is being formed which,
ultimately includes appointing the next CEO.
This will remain a key focus for 2026 and
is covered in more detail in the Nomination
Committee report on pages 78 to 79.
Stakeholder engagement
The Board is committed to understanding
the views of the Company’s stakeholders
and to using this feedback to inform our
decisions. We have spent time engaging with
stakeholders across our business and you can
read more about our stakeholder engagement
and how it informed our decision-making in
2025 on pages 65-67. Personally, I and my
Executive Director Brian Rudd have spent
considerable time during 2025 visiting many of
our operations which provided an opportunity
for us to hear employee views first-hand and
obtain feedback on a range of issues such as
culture and its alignment with our values, the
impact of our health and safety programmes
and sustainability objectives. These trips also
afforded the opportunity to engage directly with
our customers. Such engagement is a vital part
of Board leadership, helping to reinforce the
Company’s culture, strengthen accountability
and ensure that our decisions reflect the
perspectives of those most affected by them.
Graphics
Capital Limited
Annual Report 2025
59
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Chair’s Introduction to Governance continued
Board effectiveness
At the end of 2025, the Board carried out a
Board and Committee evaluation to ensure
that we continue to operate effectively and to
identify opportunities for further enhancements
in 2026 – see page 78 for details.
Preparation for evolving regulations
Over the last couple of years, we have
been preparing for the 2024 UK Corporate
Governance Code (the 2024 code), including
appropriate disclosures in the corporate
governance statement. During 2025, we
reviewed the requirements of Provision 29,
focusing on risk management and internal
controls, with the Audit Committee overseeing
a plan to provide a full statement on the
effectiveness of material controls in the 2026
Annual Report. Following the 2024 Code, the
emphasis has been to concentrate on more
informative, outcomes-focused reporting with
explanations of board actions and their impact.
We are also monitoring the development of
the UK Sustainability Reporting Standards
to ensure readiness for timely reporting once
requirements are finalised.
On behalf of your Board, I confirm that we
consider that this Annual Report, taken as a
whole, is fair, balanced and understandable and
provides the information necessary to assess
the Company’s position, performance, business
model and strategy.
I hope you find the Governance report
informative and transparent. I look forward to
discussing its contents at our upcoming AGM.
Should any stakeholder like to speak to me or
Michael Rawlinson, the Senior Independent
Director, about any aspects of this Annual
Report or the Company’s performance, please
do not hesitate to contact us through the
Investor Relations team in London; see page
156 for contact details.
Jamie Boyton
Executive Chair
19 March 2026
BOARD GENDER DIVERSITY
5 Male
2 Female
ETHNICITY
6 White
1 Asian/Asian British/Asian other
AGE
2 50-55
1 55-60
1 60-65
0 65-70
3 70-75
NATIONALITY
2 United Kingdom
2 Australia
2 Canada
1 USA
Board Composition as at 31 December 2025
BOARD CHANGES IN 2025
1. Michael Rawlinson as Senior Independent Director, effective 1 January 2025
2. Anu Dhir as Chair of Nomination Committee, effective 1 January 2025
3. Alex Davidson, Chair of Investment Committee (non-governance committee), effective
1 January 2025
4. On 9 March 2025, the Board accepted resignation of Peter Stokes as CEO. Jamie
Boyton, Executive Chair assumed the CEO’s responsibilities
Graphics
Capital Limited
Annual Report 2025
60
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Board of Directors
The Capital Board benefits from the Directors’ extensive experience
across business, commerce, and industry-specific sectors.
Committee Key
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee
H
Health, Safety, Social and
Environmental Committee
S
Sustainability Committee
I
Investment Committee
Committee Chair
Jamie Boyton
Executive Chair
Brian Rudd
Executive Director
Michael Rawlinson
Senior Independent
Non-Executive Director (SID)
Catherine Boggs
Independent Non-Executive Director
Appointment date: January 2009
Tenure: 17 years
Committee membership:
I
S
Appointment date: May 2005
Tenure: 20 years
Committee membership:
H
Appointment date: August 2018
Tenure: 7 years
Committee membership:
R
A
N
I
Appointment date: September 2021
Tenure: 4 years
Committee membership:
S
A
R
N
H
Skills, experience, and qualifications:
Jamie has extensive experience in strategic and
business development, which includes a deep
understanding of capital markets requirements and a
proven ability to harness growth opportunities. He was
previously an Executive Director at Macquarie Bank,
where he was the Head of Asian Equity Syndication and
Corporate Broking, based in Hong Kong. Jamie holds
a BComm (Accounting and Finance) degree from the
University of Western Australia.
Skills, experience, and qualifications:
As a founder of the Company, Brian has been instrumental
in the successful establishment and development of
the Company since 2005 with a focus on business
development and client relations. Brian has approximately
40 years’ experience in the mining industry in both
Australia and Africa. Before establishing the Company,
Brian held various senior positions for private and listed
drilling companies in Australia and Africa.
Skills, experience, and qualifications:
Michael is a former investment banker with circa 30
years’ experience focused on the mining and metals
sector. He was previously Global Co-Head of Mining
and Metals at Barclays Investment Bank having joined
from the boutique investment bank, Liberum Capital – a
business he helped found in 2007. He has experience as
both a corporate financier and research analyst covering
the mining sector and has extensive capital markets
expertise having advised on a number of IPOs and
follow-on offerings.
Skills, experience, and qualifications:
Catherine (Cassie) has over 42 years’ experience
in General Counsel and senior leadership roles for
companies in the mining sector. Most recently, she
served as interim president and CEO of Hecla Mining
Company, where she continues to hold the position of
chair. Previously, she spent eight years with renowned
global mining investment firm, Resource Capital Funds,
in the role of Partner, Vice President and General
Counsel. Cassie was also Senior Vice President,
Corporate Development for Barrick Gold Corporation.
During this time, she served as General Counsel to
its LSE- listed subsidiary, African Barrick Gold and as
Regional President of its African Business Unit. She
was also an International Partner and Head of Global
Mining Group for global law firm Baker McKenzie.
Since November 2019, she has been serving as an
International Expert in mining with the U.S. Department
of Commerce’s Commercial Law Development Program.
External appointments:
None
External appointments:
Non-executive director of Hardy Metals and an adviser
to Minexia.
External appointments:
Independent non-executive director of Gold Fields.
External appointments:
Chair of Hecla Mining Company.
Graphics
Capital Limited
Annual Report 2025
61
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Anu Dhir
Independent Non-Executive Director
Graeme Dacomb
Independent Non-Executive Director
Alex Davidson
Non-Executive Director
Appointment date: November 2023
Tenure: 2 years
Committee membership:
A
N
S
Appointment date: 1 December 2024
Tenure: 1 year
Committee membership:
A
N
R
Appointment date: May 2010
Tenure: 15 years
Committee membership:
H
S
I
Skills, experience, and qualifications:
Anu has over 22 years’ experience in the resources
sector, most recently as a co-founder and executive
of ZinQ Mining, a private base and precious metals
company focused on the Latin American region. Prior
to ZinQ Mining, Anu was Vice President, Corporate
Development and Corporate Secretary at Katanga
Mining Limited. She is the chair of privately held Heritage
Environmental Services, LLC. Anu is a graduate of
the General Management Program (GMP) at Harvard
Business School and has a law degree (Juris Doctor)
from Quinnipiac University and a Bachelor of Arts (BA)
from the University.
Skills, experience, and qualifications:
Graeme was a partner at Ernst & Young LLP for 26 years
and during the last twelve, he was a lead partner in the
extractive industry, responsible for coordinating the
provision of a full suite of services to multinational mining
and oil and gas clients. In addition to audit services,
he provided critical advice for his clients on corporate
governance structures, risk management, acquisitions,
disposals and financial systems and controls. His
previous board positions include being non-executive
director and chair of the audit committee of Ferrexpo plc.
Graeme was also a member of the Financial Reporting
Council’s (FRC) financial reporting review panel. Graeme
holds a Bachelor of Commerce from the University of
Cape Town, is a member of the Institute of Chartered
Accountants (ACA) Scotland, South African Institute of
Chartered accountants (CA (SA)) and is a Certified Public
Accountant (California).
Skills, experience, and qualifications:
Alex has over 44 years’ experience in designing,
implementing and managing gold and base metal
exploration and acquisition programmes throughout the
world. Alex was Barrick Gold Corporation’s Executive
Vice President, Exploration and Corporate Development
with responsibility for its international exploration
programmes and Barrick’s corporate development
activities. In 2003, Alex was named the Prospector of
the Year by the Prospectors and Developers Association
of Canada in recognition of his team’s discovery of the
Lagunas Norte Project in the Alto Chicama District in
Peru. In 2005, Alex was presented the A.O. Dufresne
Award by the Canadian Institute of Mining, Metallurgy
and Petroleum to recognise exceptional achievement
and distinguished contributions to mining exploration in
Canada. Alex became a 2023 Canadian Mining Hall of
Fame Inductee, recognising his inspiring achievements
and visionary leadership in elevating the stature of
Canadian mining. Alex holds a B.Sc. and M.Sc. in
Economic Geology from McGill University. Previous
board positions include chair of Americas Gold and
Silver and non-executive director of Pan American Silver.
External appointments:
Non-executive director of Montage Gold Corp.,
non-executive director of Taseko Mines Limited
and non-executive director of Mx2 Mining Inc.
External appointments:
Independent non-executive director of Ecora
Royalties plc.
External appointments:
Non-executive chair of NuLegacy Gold Corporation,
non-executive director of South Pacific Metals Corp
and non-executive director of Volta Resources Inc.,
non-executive director of Northisle Copper and Gold Inc.
BOARD COMPOSITION
2 Executives (including Executive Chair)
1 Non-Executive Director
4 Independent Non-Executive
Directors
LENGTH OF TENURE
2 0-3 years
1 3-6 years
4 6+ years
Board of Directors continued
Committee Key
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee
H
Health, Safety, Social and
Environmental Committee
S
Sustainability Committee
I
Investment Committee
Committee Chair
Graphics
Capital Limited
Annual Report 2025
62
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report
Governance Framework
Audit & Risk
Committee
Oversight of the Company’s
financial and narrative
reporting processes
and the integrity of the
financial statements as
well as supporting the
Board by providing the risk
management and internal
control functions/processes.
Remuneration
Committee
Reviewing and
recommending to the Board
the remuneration packages
for the Executive Directors.
Setting the remuneration
structure for the Executive
Leadership Team, pay
scales and the remuneration
package for the wider
workforce.
Nomination
Committee
Considers the structure,
size and composition of the
Board and its Committees
and advises on succession
planning for the Board and
the Executive Leadership
Team. It ensures the
Board is diverse, with the
appropriate balance of skills,
experience, independence
and knowledge.
Sustainability
Committee
Responsible for assisting
the Board in developing and
making recommendations
in connection with the
Company’s strategy,
standards, processes and
approach to ESG matters
that could affect the
business activities, assets,
performance and reputation
of the Company.
Health, Safety, Social
and Environmental
(HSSE) Committee
Responsible for formulating
and recommending to the
Board a policy on HSSE
issues related to the Group’s
operations. Focuses on
compliance with applicable
standards to ensure that
an effective system of
health, safety, social and
environmental standard
procedures.
Investment
Committee
Responsible for monitoring
the performance and
strategic alignment of
the Company’s existing
investments, as well as
evaluating new opportunities.
BOARD OF DIRECTORS
Responsible for the stewardship of the Group, overseeing its conduct and affairs to deliver on our strategic objectives and creating long-term success to generate sustainable
value for our shareholders and the interests of other stakeholders. The Board has established certain committees to assist it in discharging its responsibilities and delegates
day-to-day responsibilities to the Executive Chair. The Board also assesses and monitors culture and ensures alignment with the Group’s purpose, value and strategy.
Read more | Page 72 Read more | Page 82 Read more | Page 77 Read more | Page 80 Read more | Page 97 Read more | Page 99
NON-EXECUTIVE DIRECTORS
EXECUTIVE CHAIR
Responsible for running the business and setting and implementing the Group strategy.
EXECUTIVE LEADERSHIP TEAM (ELT)
The ELT assists the Executive Chair in developing and executing our Group strategy and budget, monitors overall performance and how we are managing risks.
Corporate Management Operational Management
Graphics
Capital Limited
Annual Report 2025
63
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Division of responsibilities
The Board is responsible for the long-term
success of the Company. Capital’s Board has
the necessary combination of skills, experience
and knowledge, as well as independence (with
regard to the iNEDs), to properly discharge its
responsibilities and duties.
In order to fulfil its role, the Board:
• Sets the Company’s strategic aims, ensures
that the necessary resources are in place
for the Company to meet its objectives,
and reviews management’s performance in
achieving such objectives
• Provides leadership of the Company within
a framework of effective systems and
controls which enable risks to be assessed
and managed
• Develops the Company’s culture, vision
and values, and the behaviour it wishes
to promote in conducting business
and ensures that its obligations to its
shareholders and other stakeholders are
understood and met
• Carries out all duties with due regard for the
sustainability and long-term success of the
Company
The role of Executive Chair: Jamie Boyton
• Leads the Board and is primarily responsible
for the effective working of the Board
• In consultation with the Board, ensures
good corporate governance and sets clear
expectations with regards to Company
culture, values and behaviour
• With the support of the Company Secretary,
sets the Board’s agenda and ensures that
all Directors are encouraged to participate
fully in the activities and decision-making
process of the Board
• Is the ultimate custodian of shareholders’
interests
• Engages with shareholders and other
governance-related stakeholders, as
required
• Is primarily responsible for implementing
Capital’s strategy approved by the Board
and for the operational management of the
business
• Leads and provides strategic direction to
the Company’s Executive Leadership Team
• Runs the Company on a day-to-day basis
• Implements the decisions of the Board and
its Committees, with the support of the
Executive Leadership Team
• Monitors, reviews and manages key risks
• Is one of the Company’s primary
spokespersons, communicating with
external audiences, such as investors,
analysts and the media
• Leads by example in establishing a
performance-orientated, inclusive, ethical
and responsible Company culture
The role of Senior Independent Director
(SID): Michael Rawlinson
• Supports and provides a sounding board for
the Chair, provides independent challenge
and serves as an intermediary for the other
Directors as necessary
• Is available to fellow Directors and
shareholders if they have concerns which
contact through the normal channels has
failed to resolve, or for which such contact
is inappropriate
• Leads the iNEDs in undertaking the
evaluation of the Chair’s performance
• Is a member of Capital’s Audit & Risk,
Nomination and Remuneration (Chair)
Committees, thereby having oversight
of the Group’s material risks, issues and
opportunities, and bringing his skill-set and
independent judgement to the benefit of
these Committees
The role of the NEDs (Graeme Dacomb,
Michael Rawlinson, Catherine (Cassie)
Boggs, Anu Dhir, Alex Davidson)
• Challenge the opinions of the Executive
Directors, provide fresh insights in terms of
strategic direction and bring their diverse
experience and expertise to the benefit of
the leadership of the Group
• Scrutinise the performance of the Executive
Chair and Executive Director in terms of
meeting agreed goals and objectives
• Ensure that the governance, financial
information, controls and systems of risk
management within the Group are robust
and appropriate
• Determine the appropriate levels of
remuneration of the Executive Directors
• Provide a breadth of skills and experience
to Board Committees and, in the case of the
iNEDs, independence
Directors’ independence
The Corporate Governance Code 2024 (the
“Code”) recommends that the Chair of the Board
should be independent. The Directors do not
consider Mr Boyton to be independent because
of his current and historical ties with the Group,
his employment with the Company as Executive
Chair and his significant shareholding in the
Group; therefore, the Group does not satisfy this
requirement of the Code.
Board roles and
responsibilities
Composition of the Board
Executive Directors
Jamie Boyton – Executive Chair
Brian Rudd – Executive Director
Non-Executive Directors
Michael Rawlinson –
Senior Independent Director
Graeme Dacomb – Independent Director
Catherine (Cassie) Boggs –
Independent Director
Anu Dhir – Independent Director
Alex Davidson – Director
The Board defines the
Company’s strategic vision and
sets its long-term direction.”
Michael Rawlinson
Senior Independent Non-Executive Director
Graphics
Capital Limited
Annual Report 2025
64
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Following the resignation of the CEO in
March 2025, Mr Boyton remained in his
role as Executive Chair in addition to taking
on the responsibilities of the CEO in order
to provide consistency and stability to the
Group. The Board consulted with significant
shareholders during this time who were fully
supportive of the approach taken. In view
of Mr Boyton’s longstanding involvement,
expertise and depth of knowledge and specific
strategic role within the Group, the Board has
purposefully considered it appropriate to retain
Mr Boyton as Executive Chair for the current
time (notwithstanding his non-independence).
The Board of Directors firmly believes that
Mr Boyton’s continued role of Executive Chair
to be in the best interests of the Company.
Mr Rawlinson, as Senior Independent Director
plays a vital role in challenging the Chair
and is heavily involved with interacting with
shareholders, providing an independent
perspective. In 2025 Mr Rawlinson met with
shareholders at their request and discussed
succession planning.
Our work in 2025 on succession planning
includes a roadmap to finding the next CEO. You
can read further on this work in the Nomination
Committee Report on pages 78 and 79.
The Nomination Committee continues to
consider and review Mr Boyton’s length of
tenure and assess whether it is appropriate
to set a timeline for his tenure. Demonstrating
the Board’s focus on these matters, significant
progress has been made in 2025 by the
Nomination Committee by instigating work
streams building towards a long-term and short-
term succession plan for the Board, the ELT
and other senior management. Further details
on this project can be found in the Nomination
Committee report on pages 78 and 79.
The Board already has an emergency
succession plan in place. When the time comes
for Mr Boyton to step down, the Board intends
to appoint an independent Non-Executive Chair.
The Board is compliant with the provisions
of the Code, whereby at least half the Board
comprises Non-Executive Directors who are
determined by the Board to be independent.
Each of the Non-Executive Directors except
Alex Davidson is considered by the Board to be
independent and free from any issues that may
impair their ability to present their opinions and/
or mar their judgement.
Jamie Boyton and Brian Rudd collectively hold
14.81% of the Company’s voting share capital.
The Board does not consider the Company to
have a controlling shareholder for the purposes
of the Listing Rules.
Board Committees
See pages 72 to 99 for further information on
each of the Committees and their reports.
Board Leadership
Capital’s success is dependent upon effective
and entrepreneurial leadership by the Board.
The Board is responsible for promoting the
Company’s long-term sustainable success,
generating value for shareholders and
contributing to wider society. This includes
setting the Company’s purpose, which is
inherent in the strategy and business model;
delivering high quality service to customers
whilst generating long-term value. A description
of our business model and strategy to support
it is set out on pages 12 to 17. The Board leads
the Group within a framework of prudent and
effective controls that enable the assessment
and management of risks, and seeks to ensure
that sufficient resources are available to meet
the Group’s strategic objectives.
Stakeholder engagement
Ongoing engagement with our stakeholders
remains a priority and is critical to Capital’s
success. The Board recognises the importance
of effective stakeholder engagement and
the need to consider stakeholders’ views
in its decision making. We see stakeholder
engagement as integral to delivering our
purpose, strategy and therefore our long-term
sustainable success. Although there are often
competing interests and priorities involved,
having an understanding of what matters to our
stakeholders allows the Board to consider a
wide range of factors.
Capital Limited is an exempted company
incorporated under the laws of Bermuda and is
not subject to the full requirements of Section
172 of the UK Companies Act 2006. However, it
is required, with an Equity Shares (Commercial
Company) category on the London Stock
Exchange, to comply with the UK Corporate
Governance Code (the Code). The Code
requires Capital to describe how the interests of
stakeholders and the matters set out in Section
172 of the UK Companies Act, 2006 have
been considered in both Board discussions
and decision-making. See an overview of our
engagement activities on pages 65 to 67.
Graphics
Capital Limited
Annual Report 2025
65
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Why we engage What matters to them How we engaged in 2025 Outcomes of our engagement
Workforce
The health and safety, development, diversity and
retention of Capital’s workforce is essential to the
Company’s success and execution of its strategy
• Health, safety and security
• Capital’s purpose, vision and values
• Capital’s Code of Business Conduct
and other policies
• Learning and development
• Diversity and inclusion
• Remuneration and benefits
• Company strategy and operational
progress
• Sustainability and climate-related
risks and opportunities
• Regular health and safety briefings Ongoing initiatives to
support mental and physical wellbeing
• Regular digital and in-person communication via emails,
intranet, social media, team meetings, town halls and
quarterly newsletters and teach-ins
• Clear communication of policies and procedures through new
joiner induction, induction refreshers and refresher training
(Code of Conduct refresher training in 2025)
• Engagement and initiatives to improve diversity and inclusion
• Learning and development programmes
• Initiatives to deepen workforce understanding of internal
grievance and whistleblowing mechanisms
• Ongoing updates on physical climate related risks
• Sustainability materiality questionnaire across leadership and
key departments
• Health, safety and environment employee survey across
MSALABS
• Feedback in safety meetings and leadership
engagement are discussed and addressed by
site leadership
• Feedback from sustainability materiality
questionnaires was shared with leadership and
presented to the Sustainability Committee.
Outcomes will guide our approach to priority
sustainability topics
• The Remuneration Committee reviewed the
wider workforce remuneration landscape and
considered this when setting Director and ELT
remuneration, with the aim of ensuring retention
of employees
Customers
Customers expect performance in line with or
exceeding contracted KPIs. Honest feedback
and regular interaction are essential for fulfilling
contracts and aligning with the Company’s strategy,
fostering a collaborative approach
We engage with clients prior to commencing
activities to understand the safety, health, social and
environmental requirements set out in their policies,
standards and site-specific management plans, and
integrate these requirements into our site plans
Understanding our clients’ sustainability
expectations is essential to meeting contractual
obligations and maintaining our social licence to
operate
• Updates on projects
• Health, safety, environmental and
performance
• Security
• Operational performance (e.g. shift
metrics), standby hours, work time
hours
• Any changes in customers’ project
plans
• Sustainability initiatives
• Community relations and community
initiatives
• Local employment, employment
practices, diversity and inclusion
• Regular in person and/or virtual meetings with customers
• Presentations and emails on status of the project, involving
the key team members from both parties
• For our larger projects, a quarterly Steering Committee
Meeting ensures a two-way discussion, keeping us informed
of customer developments. Across all customers, our
employees engage at every level, from Executive Directors to
operational teams
• Active and ongoing engagement with our customers to
understand community needs and collaborate to address
• Site visits by all Executive Directors, the full Capital Board and
senior management including meeting with customers on site
• Sustainability materiality questionnaire seeking insights on
sustainability topics
• We have focused on increasing the number of
female employees at our operations to better
align with our client’s targets
• Feedback from Sustainability materiality
questionnaires were shared with leadership
and presented to the Sustainability Committee.
Outcomes will guide our approach to priority
sustainability topics
Graphics
Capital Limited
Annual Report 2025
66
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Why we engage What matters to them How we engaged in 2025 Outcomes of our engagement
Suppliers
Strong supplier engagement ensures
the performance and support needed to
deliver our strategy while contributing to
a responsible, sustainable supply chain.
Building strong partnerships can help foster
reliability, ethical practices and long-term
success. Our supply chain, particularly
OEMs, are also critical to technological
advancement and sustainability, such as our
decarbonisation journey
• Fair and transparent contracting processes
• Fair payment terms
• Collaborative approach
• Code of Business Conduct
• Consistency of application of business ethics
practices
• Human Rights and Modern Slavery Policy
• Partnership opportunities on sustainability,
technology and innovation initiatives
• Supplier due diligence
• Review of policy and contracts
• Regular communication and in-person meetings
• Engagement on our policies, expectations and
requirements
• We have continued to develop our supplier due
diligence and audit procedures. We have a zero-
tolerance approach to all forms of modern slavery,
including servitude, forced, bonded and compulsory
labour and human trafficking, and we expect our
suppliers to adopt the same approach
• Feedback from sustainability materiality
questionnaires were shared with leadership and
presented to the Sustainability Committee. Outcomes
will guide our approach to priority sustainability
topics
Shareholders
Effective engagement with investors ensures
transparency, builds trust and supports
the Company’s valuation by keeping
stakeholders informed about performance,
strategy and risks. Considering investor
views in long-term decisions aligns
shareholder expectations with sustainable
growth
• Operational, safety and financial performance
• Valuation considerations
• Capital allocation
• Financing strategy
• Risk management and governance
• Shareholder distributions
• Sustainability strategy and addressing climate-
related risks and opportunities
• Contribution to community development
initiatives and environmental performance
• Technology and innovation solutions, such as
our partnership with Epiroc
• We manage relationships with institutional
investors through a comprehensive investor
relations programme, which includes one-to-
one conversations, roadshows, group meetings,
conferences and industry events
• Regular meetings with sell-side analysts
• In person AGM held with open invitation to all
shareholders with the ability to submit questions
electronically in advance
• We invited key shareholders to meet with our SID at
the time of the departure of the CEO
• The Board receives updates regarding the nature and
outcome of investor meetings and engagement by
Executive Directors and by senior management with
the Company’s shareholders
• This feedback helps the Board to shape the strategy
which enables the Company to deliver shareholder
returns
• Feedback from sustainability materiality
questionnaires were shared with leadership and
presented to the Sustainability Committee. Outcomes
will guide our approach to priority sustainability
topics
• Feedback from shareholders on the composition
of the Board and tenure has focused the Board in
developing a more detailed succession plan and a
clear pathway for the next CEO
Government
Constructive engagement with government
is important for maintaining our licence to
operate, understanding changing legislative
requirements and promoting adherence to
policies and legislation as well as our focus
on local employment, procurement and
community investment
• Compliance with existing regulation or
preparedness for legislation changes
• Local benefits including employment, workforce
training and development, procurement and
community initiatives
• Payment of taxes
• Our engagement spanned several issues including
changes to legislation, taxation, community
initiatives, local benefits including procurement and
employment. By example, in 2025 we joined the
Tanzanian Chamber of Mines for a collaborative
approach to engagement with the Tanzanian
Government
• Feedback from government engagement strengthens
our understanding of legislative requirements and
prepares us to adopt changes
• Implementation of community initiatives aligned to
government priorities
Graphics
Capital Limited
Annual Report 2025
67
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Why we engage What matters to them How we engaged in 2025 Outcomes of our engagement
Local Communities
Strong community relations are vital
to maintaining our licence to operate
and securing local support for both
the Company and our customers. By
following our clients protocols, prioritising
local employment, and implementing
responsible community investment
initiatives, we look to foster economic
growth, build lasting relationships and
secure mutual long-term success
• Health, safety and security
• Local employment opportunities and other
benefits
• Development of local staff
• Local community projects and community
development initiatives
• Protection of the environment
• Where our activities are based on our client’s
sites, our client will take primary responsibility to
lead community engagement, local employment
protocols and identification of community
investment initiatives
• Meetings with stakeholders (often with our client’s
involvement) to discuss community investment
opportunities
• Proactive use of local suppliers
• Community grievance procedures are managed
by our clients, and we collaborate with them
and local communities to resolve any issues,
grievances or complaints raised against Capital.
We take all complaints seriously and act swiftly to
address concerns, which is vital for maintaining
our social licence to operate
• We prioritise local employment from host countries and
local communities wherever possible. Following our
client’s protocol for employment from local communities
• With our clients, we engage local communities on
community investment opportunities
• Grievances or concerns raised by communities are
swiftly addressed
Company purpose
The Board defines the Company’s vision
and values and, through its own actions and
communication channels, embeds these in the
corporate culture across the entire business.
This is particularly significant at Capital
where we are a global business and operate
throughout a number of culturally diverse
jurisdictions; ensuring we are unified throughout
is paramount. Ensuring our safety culture to
be of the highest standards and reflected
throughout the Group is key to the Company’s
success and execution of its strategy. Capital’s
culture is key in working towards and delivering
on our purpose, vision, values and strategy.
Our purpose directs our decisions and actions,
shapes our culture and drives our strategy.
We recognise we have an important part to play
in shaping the future of our stakeholders and
supporting wider society.
Our vision
The Company’s vision is to be recognised
as the industry’s premier service provider of
exploration and mining services, setting the
standard with comprehensive solutions that
prioritise safety, compliance and sustainability.
Our values
Our values can be found on page 9.
Ethics and compliance
We are committed to conducting business
responsibly, upholding the highest standards
of ethics and compliance wherever we operate.
We have a zero-tolerance approach to bribery
and corruption and are dedicated to acting
professionally, fairly and with integrity in all our
business dealings and relationships. To support
this, we implement and enforce robust systems
to prevent bribery and corruption across our
operations.
Capital’s Code of Business Conduct and its
Guidelines outline key policies and procedures
relating to anti-bribery and corruption, anti-
facilitation of tax evasion, conflicts of interest,
competition and anticompetitive conduct, data
and information security, diversity, harassment,
human rights, modern slavery and Health,
Safety, Environment and Quality (HSEQ). These
provide the foundation for transparency and
integrity in our relationships with our host
governments, suppliers, contractors and
local communities. By strictly upholding our
standards, we look to ensure we can operate
effectively and responsibly, maintain our access
to funding, protect our reputation and safeguard
our licence to operate.
Our governance policies can be found in the
Corporate Governance section of our website.
Further information can also be found on pages
37 to 39 in the Sustainability section presenting
the governance framework in this area.
Graphics
Capital Limited
Annual Report 2025
68
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Share Dealing Code
The Company has a share dealing code
requiring all employees to obtain prior written
clearance from either the Chair or the Chief
Executive Officer (when applicable) to deal in
the Company’s shares. The Chair requires prior
written clearance from the Chair of the Audit
Committee. Close periods (as defined in the
Share Dealing Code) are observed as required
by market abuse regulations and other rules
that apply to the Company by virtue of the
market on which its shares are listed. During
these periods employees are not permitted to
deal in the Company’s securities. Additional
close periods are enforced when the Company
or its applicable employees are in possession of
inside information.
Additionally, the Company has further codes
for share dealing in: investee companies
and clients of Capital Limited and customer/
suppliers of MSALABS. There are provisions
in place designed to ensure employees do not
misuse, or place themselves under suspicion
of misusing, non-public information which they
have as a result of the nature of their roles and
responsibilities.
Whistleblowing
Capital has a Whistleblowing Policy which
details the steps that any employee can take
to raise a concern freely and in confidence;
our people are encouraged to “speak up”
without fear of reprisal or retaliation. The
Board oversees the process, ensuring that
all concerns are investigated independently,
appropriately, and followed up with necessary
action. In 2025 we updated our whistleblowing
portal on our website for improved accessibility.
We initiated our whistleblowing campaign which
involved the inclusion of the Whistleblowing
Policy in Induction Packs for new joiners and
provided information on whistleblowing in
our quarterly newsletter ensuring it is more
accessible for all. Broader awareness at site
level is planned for 2026.
Any submissions reported (using a web
reporting portal for anonymity or via email) are
handled by the Chair of the Audit Committee,
Mr Dacomb. The Whistleblowing Policy can
be found on the Company’s website in the
Corporate Governance Section.
Any whistleblowing reports are presented at the
Audit Committee; please see page 75 for further
information.
Conflicts of interest
None of the Directors has any conflict of
interest that have not been disclosed to the
Board in accordance with the Company’s Code
of Conduct. None of the Executive Directors
hold any non-executive directorships in a FTSE
100 company. Details of attendance at Board
meetings and Board Committee meetings are
set out in the table and in each Committee
report.
Board effectiveness, succession and
evaluation
Board commitment
The Board is satisfied that each of the Non-
Executive Directors committed sufficient time
throughout 2025 for the fulfilment of their duties
as members of the Board and of the Board
Committees. All Directors are required to seek
approval from the Board before accepting any
additional non-executive positions elsewhere.
When considering whether to approve new
external appointments for existing Directors,
the Board takes into account a range of
factors including: the Director’s pre-existing
commitments outside the Group; the Director’s
attendance at Board and Committee meetings;
the expected time requirement of the proposed
position, factoring in the nature of the role and
associated responsibilities; and the benefits that
the external appointment may bring to both the
individual Director and the Board as a whole,
by virtue of wider commercial knowledge,
expanded Board-level experience and a
broader perspective from working in a different
environment.
Induction, training and information
Capital has an induction programme designed
to bring new Directors up to speed as quickly
as practicable, following their appointment to
the Board.
Board inductions at Capital typically involve
meetings with the Board and various members
of senior management and an information
pack of all necessary corporate documents,
including the Company’s latest Annual Report,
the Bye-Laws, Terms of Reference for each
Committee and other key Group policies, such
as the Code of Business Conduct, enabling
them to familiarise themselves with the Group,
its procedures and current activities.
On appointment, and throughout their tenure,
all Directors receive appropriate training and
regular presentations are made to the Board
by senior management and external advisers
on a range of topics such as regulatory
developments, key risks and sustainability.
Training needs are assessed as part of the
annual Board evaluation to ensure that each
Board member feels adequately supported.
The Chair, in conjunction with the Chief
Financial Officer, with support from the
Company Secretary, plans the Board meetings
to ensure the effective performance and
governance of Capital. Board packs are
distributed in good time before the meeting so
that the Board has the opportunity to review in
full and prepare in advance. Monthly packs are
also sent out which include the monthly results
for finance and operations, health and safety
statistics, business development (drilling &
mining), and an HR update.
Board resources
All Directors are authorised to obtain, at
the Group’s expense and subject to the
Chair’s approval, independent legal or other
professional advice where they consider it
necessary. All Directors have access to the
Company Secretary, who oversees their
ongoing training and development. The
Executive Directors’ service contracts and
the terms and conditions of appointment of
the Non-Executive Directors are available for
inspection at the Group’s London office and will
also be at the Annual General Meeting. Brief
details of these terms and conditions are also
set out in the Remuneration Committee Report.
Re-election of Directors
In accordance with the Code, all Directors are
required to submit themselves for re-election
annually.
The last Annual General Meeting in May 2025
approved the re-appointment of all seven
Directors who were directors at that time:
Mr Boyton, Mr Davidson, Mr Rawlinson,
Mr Rudd, Ms Boggs, Ms Dhir and Mr Dacomb.
All Directors will submit themselves for re-
election at the Annual General Meeting in 2026.
Biographies of each of the Directors can be
found on pages 60 to 61 of this report.
Graphics
Capital Limited
Annual Report 2025
69
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Meetings and attendance
Details of attendance by each Director at the principal Board and Committee meetings during the financial year ended 2025 are as follows:
Board
meetings
Committee
membership
Audit & Risk
Committee (A)
Remuneration
Committee (R)
Nominations
Committee (N)
Sustainability
Committee (S)
HSSE
Committee (H)
Investment
Committee (I)
Jamie Boyton 10/10 I, S – – – 4/4 – 2/2
Peter Stokes
1
1 /1 H, S – – – 1/1 1/1 –
Brian Rudd
2
10/10 H – – – – 3/4 –
Michael Rawlinson
3
10/10 R, A, N, I 4/4 3/3 3/3 – – 2/2
Catherine (Cassie) Boggs 10/10 S, A, R, N, H 4/4 3/3 3/3 4/4 4/4 –
Anu Dhir
4
10/10 A, N, S 4/4 – 3/3 3/4 – –
Graeme Dacomb 10/10 A, N, R 4/4 3/3 3/3 – – –
Alex Davidson
5
10/10 I, H, S – – – 4/4 4/4 2/2
1. Peter Stokes resigned on 8 March 2025
2. Brian Rudd missed an HSSE Committee due to travelling upon short notice for an urgent Capital matter
3. Michael Rawlinson was appointed Senior Independent Director with effect from 1 January 2025
4. Anu Dhir was appointed Chair of Nominations Committee with effect from 1 January 2025
5. Alex Davidson was appointed Chair of Investment Committee with effect from 1 January 2025
Corporate Governance Report continued
Why our Board is effective
The Board is led by the Chair, who promotes
a culture of openness and debate and is
responsible for the leadership of the Board
and its overall effectiveness. The Chair also
facilitates constructive Board relations and the
effective contribution of all Non-Executive and
Executive Directors, and ensures that Directors
receive accurate, timely and clear information.
The iNEDs challenge the Executive Directors
in a constructive way to ensure decisions
have been considered comprehensively. The
Directors’ biographies can be found on pages
60 to 61 of this Report.
Board evaluation
In November 2025 the Board conducted its
annual evaluation of the performance of the
Board as a whole and each of its Committees.
Performance of the individual Directors was
assessed, in addition to the Independent
Non-Executive Directors meeting separately
to discuss the performance of the Executive
Directors, followed by a feedback discussion
with the Executive Directors. Further detail can
be found in the Nomination Committee Report
on page 78.
Board succession
Capital’s Nomination Committee is responsible
for reviewing the skills, expertise, composition
and balance of the Board on an ongoing basis
as part of the Company’s succession planning.
When considering new appointments, a brief
is prepared and an independent external
search agency is engaged to identify potential
candidates. In 2025 the Nomination Committee
instigated a structured initiative on succession
planning with independent consultants. Read
more about this and the work of the Nomination
Committee on pages 78 to 79 of this Report.
Board activities and focus
Matters reserved for the Board
The decisions which can only be made by the
Board are clearly defined in the Delegation of
Authority, which is approved on a regular basis.
The matters requiring Board approval include,
amongst others:
• the Group’s strategy, business plan and
budget – Financial Statements and reporting
(supported by the Audit & Risk Committee)
and operation updates
• mergers, acquisitions and disposals of a
material size and nature
• material changes to the Group’s structure
and capital
• risk management
• the payment of dividends
• the approval of material Group policies
• material contract tenders
• material investments.
Board focus
The Board held ten scheduled meetings
during the year. Two of these were in-person
two-day strategy meetings. There were also
five sub-committee meetings; three of which
related to approvals for the equity placing which
completed in December. There is frequent
communication between Board members and
with members of Capital’s senior management
outside of the set meeting dates, in order to
stay abreast of business developments.
Graphics
Capital Limited
Annual Report 2025
70
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
The principal activities undertaken by the Board
during the financial year 2025 were as follows:
Strategic:
• Formulating a comprehensive People
Strategy for both Board and Senior
Management (see further detail in
‘Leadership and People’) led by
independent specialist consultants and
driven by the Nomination Committee (see
page 78)
• Focusing on IR strategy and Capital
structure options
• Considering inorganic growth options
• Reviewing investments strategy for Capital
DI Limited
• Considering strategy for MSALABS
Operational:
• Being routinely updated on the progress
of key contracts including the ramp up at
Reko Diq, Pakistan, and the improvement
initiatives at Nevada Gold Mines, USA
• Ensuring world class safety standards are
adhered to at all operations with continued
updates from the HSSE Committee
Financial:
• Approving the budget for the Group
covering the next 12-month period
• Approving the Group’s audited and interim
financial statements
• Declaring interim and final dividends
• Approving an equity fundraise of $40 million
to position the Group for further growth
Leadership and People:
• Revising structural approach to Business
Development/Commercial, Board and ELT
succession
• Devising a leadership development program
with assistance from specialist consultants
• Consideration of potential COO and CEO
roles at Capital
• Approving the recommendations of the
Remuneration Committee with respect to
appropriate compensation
Enterprise Risk Management:
• Ongoing review of the Group’s risk
management and the Group’s internal
control network
• Agreeing approach to Provision 29
Sustainability:
• Approving the recommendations of the
Sustainability Committee to drive continued
focus on sustainability and innovation
• Participate in the sustainability materiality
assessment alongside management and
key stakeholders
Governance:
• Ensuring the Group’s robust governance
structures remain appropriate and compliant
with the updated UK Corporate Governance
Code
• Approve various policy amendments and
updates
Diversity and inclusion
As per the Company’s Workforce Diversity
Policy, Capital remains committed to improving
diversity levels throughout its workforce,
management team and Board, noting the
benefits a broad mix of expertise, skills and
diversity brings to our performance. Further
information on our culturally diverse workforce
can be found on page 43 of this Annual Report.
As per our Policy, we support the UN Universal
Declaration on Human Rights and respect
diversity of perspectives, skills, experience,
economic status, language, relationship status,
ethnicity, culture, tribal/ community tradition,
gender, age, religion, sexual preference, Aids-
HIV status, disability, freedom of association
or any other unique lawful difference between
humans or the societies in which they exist.
Embracing differences ensures we:
• are committed to equal employment
opportunity
• focus attention on business needs rather
than personal differences thereby enhancing
our productivity and team performance
• reflect the diverse communities in which we
operate
All employees are entitled to participate in cross
culture training to learn more about the culture
and background of foreign peers and peers
from different tribal/ community groups.
We encourage an organisational culture that
is respectful of individual differences and we
are mindful of our goal to create a culture of
engaged high performing employees.
The Nomination Committee continues to focus
on diversity matters at the Board, ELT and
senior management levels. Further information
can be found on page 77 of this Annual Report.
Graphics
Capital Limited
Annual Report 2025
71
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Corporate Governance Report continued
Listing Rules and Disclosure Guidance and Transparency Rules
The following tables below provide further information in accordance with UKLR 22.2.30 of the
Listing Rules as at 31 December 2025:
Gender diversity
as at 31 December 2025
Number of board
members
Percentage of
the board
Number of
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
Management
1
Percentage of
executive
Management
1
Men 5 71% 2 10 83%
Women 2 29% 0 2 17%
1. Executive management includes the Executive Leadership Team and Company Secretary
Ethnic Diversity
as at 31 December 2025
The Company has met the FCA’s diversity target that at least one member of the board should be
from an ethnic minority background excluding white ethnic groups (as set out in categories used by
the Office for National Statistics).
Number
of board
members
Percentage of
the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
1
Percentage of
executive
management
1
White British or other White
(including minority-white groups) 6 85.7% 2 10 83.4%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 1 14.3% 0 1 8.3%
Black/African/Caribbean/
Black British 0 0% 0 1 8.3%
Other ethnic group, including Arab 0 0% 0 0 0%
1. Executive management includes the Executive Leadership Team and Company Secretary
The Company collects the above data used
for the purposes of making this disclosure
from Directors on a voluntary basis. The data
for our executive management is captured
via the Company’s internal HR system on a
voluntary basis. The Board acknowledges
that the Company has not yet met the UK’s
Financial Conduct Authority’s (FCA) diversity
targets (being at least 40% of the board
members should be female and that at least
one of the senior board positions should be
held by a woman). The reason for not meeting
these targets mainly relates to the historically
significantly lower proportion of women in the
resources and mining sectors, and hence a
larger proportion of the Board (and Executive
Management) is comprised of males.
Statement of compliance with the 2024 Code
The 2024 Code places emphasis on relationships between companies, shareholders and
stakeholders. It also promotes strengthening internal controls, promoting outcome-based
reporting, and enhancing board accountability for risk management. The Company notes
provision 29 of the 2024 Code, applying to financial years beginning on or after 1 January 2026,
and is working towards meeting these new requirements and reporting in accordance with
them in due course.
In line with our commitment to maintaining best practices of corporate governance, the
Board confirms that for the year ended 31 December 2025, Capital applied the principles
and complied with all of the provisions of the UK Corporate Governance Code issued by the
Financial Reporting Council in January 2024 (the “2024 Code” available at www.frc.org.uk),
save as disclosed in this Corporate Governance report. It should also be noted that Capital
Limited falls outside the FTSE 350 Share Index and is therefore a “smaller company” for the
purposes of the 2024 Code.
The Company has identified compliance shortfalls and provided mitigating/alternative
procedures for Provision 2 (explanation of the Company’s approach to investing in and
rewarding its workforce), Provision 9 (chair should be independent on appointment), Provision
19 (chair remaining in post beyond nine years) and Provision 41 (engagement with the
workforce in terms of how executive remuneration aligns with wider company pay policy).
However, we are committed to improving
diversity and are working towards creating
more opportunities for women throughout the
business but also specifically in leadership
roles. This commitment is reflected in the
appointment of women as Chairs of two of the
Company’s Committees, being: Sustainability
Committee (chaired by Catherine (Cassie)
Boggs since 2021); and the Nominations
Committee (chaired by Anu Dhir since
1 January 2025).
Details of the Group’s corporate governance
policies and procedures (including the
charters of each of its corporate governance
committees) can be found on www.capdrill.
com/investors/corporate-governance.
Graphics
Capital Limited
Annual Report 2025
72
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Audit & Risk Committee (“ARC”) Report
Chair’s Introduction
I am pleased to present the Audit & Risk
Committee (“ARC”) report for the year. The
Committee, on behalf of the Board, monitors
the Group’s internal control environment and
the integrity of financial reporting. Additionally,
we challenge the management team and
external auditors on a number of areas,
including key accounting judgments and control
matters. The Committee’s Charter is available
on the Company’s website.
During the year ended 31 December 2025, the
Audit Committee undertook a detailed review
of the requirements of Provision 29 of the UK
Corporate Governance Code. Our focus was
on agreeing an approach to determining the
suitability, robustness and effectiveness of the
Group’s internal control and risk management
framework. The Committee will oversee the
execution of this plan during 2026, with the
objective of providing a full statement on the
effectiveness of material controls in the Annual
Report for the year ending 31 December 2026.
During the year under review, in addition to
the Committee present at meetings, other
attendees included: representatives from BDO
(the Group’s external auditor), the Executive
Chair, the CEO, the CFO, the Group Financial
Controller, the Group Finance Manager, the
Head of Tax, and other Board members who
attend as guests. The Committee meets as
necessary and at least three times a year and
operates within the framework of a detailed
annual work plan. During 2025 the Committee
met four times.
Enhancing assurance
as we move towards
Provision 29.”
Graeme Dacomb
Chair of Audit & Risk Committee
The Committee has fulfilled
its key objective of providing
effective governance over the
Group’s financial reporting
during the year
Committee membership
and attendance
Name Attendance
Graeme Dacomb (Chair)* 4/4
Catherine (Cassie) Boggs 4/4
Anu Dhir 4/4
Michael Rawlinson 4/4
* The Chair of the Audit & Risk Committee is deemed
to have recent and relevant financial experience in
accordance with the UK Corporate Governance Code.
Key activities during the year
Review of the Group’s financial
statements
The Committee reviewed half-year and
annual financial statements, before
submission to the Board, and confirmed
to the Board of Directors their opinion that
the report and accounts are fair, balanced
and understandable and contain sufficient
information on the Group’s performance,
business model and strategy. In carrying
out this review the Committee considered:
• if the information disclosed is open
and honest
• if issues considered of significant risk
by both the external auditor and the
Committee were aligned
• if key performance indicators were
clearly explained and did they give
a true indication of the health of the
business
• if the tone of the Annual Report was
consistent, easy to read, and any
reference to additional information clear
Graeme Dacomb
Chair of Audit & Risk Committee
See my Biography | Page 61
Graphics
Capital Limited
Annual Report 2025
73
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Committee members participate in other
Board Committees, allowing the Committee to
consider the full spectrum of risks faced by the
Group. In line with UK Corporate Governance
Code recommendations, the Board has
confirmed that all members of the Committee
are Independent Non-Executive Directors and
have been appointed to the Committee based
on their individual financial, risk and significant
experience relevant to the mining sector.
Highlighting the necessary skills, background
and financial literacy required to effectively
discharge our duties that are available on the
Audit Committee, biographies for all members
can be found on pages 60 to 61. The secretary
of the Committee is the Company Secretary.
Attendance of the members is set out on
page 69.
The Committee meetings also provide the
opportunity for the Independent Non-Executive
Directors to meet privately with BDO without
management present. There were no concerns
raised for 2025.
Outside of the formal meetings, the Chair of
the Committee held discussions with members
of management (including the Chief Financial
Officer, the Group Financial Controller, the
Group Finance Manager, the Company
Secretary and the Head of Tax).
The Committee’s Charter was reviewed and re-
approved during the year. Further details of the
Committee’s responsibilities can be found on
the Company’s website.
Role of the Committee
• Monitoring the Group’s financial reporting
procedures
• Reviewing the integrity of the Group’s
financial statements, challenging significant
financial and other judgements
• Discussing with the Group’s auditors any
issues and reservations arising from the
interim review and year-end audit
• Reviewing the adequacy and effectiveness
of the Group’s risk management and internal
control systems
• Advising the Board on the emerging
and principal risks facing the Company
(including those that would threaten its
business model, future performance,
solvency or liquidity and reputation), the
identification of emerging risks and the
management and mitigation of such risks
• Reviewing the requirement for an internal
audit
• Reviewing the independence and objectivity
of the external auditor, assessing its
effectiveness
• Reviewing the Group’s fraud prevention and
detection processes
• Reviewing the Group’s whistleblowing
procedures
• Assisting in the selection of a CFO
The Committee undertakes these significant
tasks on behalf of the Board and provides
independent oversight on financial matters. This
also frees the Board’s available time to focus
on strategic matters in line with its duties and
responsibilities and matters reserved.
Significant matters and accounting
judgements relating to the financial
statements
The Audit Committee considered the significant
matters set out below and, in all cases,
considered to what extent areas of judgement
were appropriate. Papers were presented to
the Audit Committee by management, setting
out the relevant facts, material accounting
estimates, and the judgements associated
with each item. The external auditor provided
a summary report setting out its views on each
area of judgement.
The Committee discussed the papers with
management, challenged all significant areas
of judgement, and sought the views of the
external auditor on each matter. The Committee
concurred with the assumptions and treatment
adopted by management in each area and
the related disclosure presented in the Annual
Report and Financial Statements. During the
year there were no instances where there were
any disagreements which could not be resolved
between the Committee and the Board.
The significant matters that were considered
by the Committee in 2025 in relation to the
financial statements and how these were
addressed were as follows:
Going concern and working capital
The Group operates in an uncertain
environment and maintaining sufficient cash
headroom for the business is essential. The
Group applies a strict budgetary discipline
and maintains working capital and cash flow
forecasting tools which enable management
to closely monitor the Group’s working capital
and cash forecasts. The working capital and
cash forecasts are examined on an ongoing
basis by the Committee and Board, and always
when contemplating major capital expenditure,
to enable the Board to report that the Group
continued as a going concern.
In December 2025 the Group raised gross
proceeds of $40.0 million via the issue of new
common shares in the Company. These funds
will provide additional balance sheet capacity
to support the Group’s strategy as it seeks
to rapidly pursue and capitalise on growth
opportunities as they arise as a result of the
favourable demand environment.
In addition to the fundraising described
above, in March 2026 the Group refinanced
its core debt facility amending the structure
and renewing the term. The Committee and
Board are satisfied that this funding approach
will provide sufficient capital to execute the
business’ strategy.
Audit & Risk Committee (“ARC”) Report continued
Other key activities during
the year
• reviewed accounting matters likely to
impact 2025 year-end results
• evaluated the effectiveness of the
external auditors
• reviewed the corporate risk register and
challenged management on the findings
• reviewed the Group’s Delegation of
Authority before recommending for
Board approval
• received updates on the capital
raising, debt facilities and cash
management within the Group
• reviewed the requirements of the
revised provision 29 of the 2024 UK
Corporate Governance Code
Graphics
Capital Limited
Annual Report 2025
74
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Audit & Risk Committee (“ARC”) Report continued
Accounting for investment in Eco Detection
In H1 2024 the Group acquired 22% (with
Board representation) of Eco Detection Pty
Ltd, an Australian company involved in the
development of real-time monitoring of water
quality and general water chemical analysis.
In accordance with IAS 28, the Group has
accounted for this as an associate using the
equity method and consequently recognised
it separately from other investments on the
balance sheet. A 23% share of Eco Detection’s
annual net losses is also recognised in the
Group’s consolidated income statement. In
H1 2025 an impairment of $5.6 million was
recognised against the investment. This
impairment was calculated by writing down
the investment to its fair value, based on a new
valuation agreed by shareholders for a new
funding round entered into on 1 July 2025. See
note 9 of the Financial Statements.
Revenue recognition
During the year, the Group has secured and
extended long-term drilling and laboratory
services contracts with high quality customers.
More specifically, the Group entered into
material new contracts with Reko Diq Mining
Company in Pakistan (a joint venture between
Barrick Mining Corporation and the Government
of Pakistan) across both mining, drilling and
laboratory services, in addition to drilling
contracts with Sanu and Asara in Guinea,
Koulou in Côte d’Ivoire, Toubani in Mali, and a
fire assay laboratories contract with WIA Gold
in Namibia. Management performed a detailed
analysis of the application of IFRS 15 for each
of the new contracts and assessed services
provided within them, identified performance
obligations, determined the related transaction
price and how this should be allocated to
performance obligations, and determined when
revenue should be recognised. Based on the
assessment of the steps referred to in IFRS
15, management concluded that the revenue
recognition principles recommended by IFRS 15
have been respected and applied consistently
in 2025.
Taxation
The Group operates in multiple jurisdictions
with complex legal, tax and regulatory
requirements. In certain of these jurisdictions,
the Group has taken income tax positions that
management considers supportable and are
able to withstand challenge by tax authorities.
Some of these positions are inherently uncertain
and include those relating to transfer pricing
matters and the interpretation of income
tax laws.
Management periodically reassesses its tax
positions and presents these assessment
updates to the Committee for consideration and
approval. In particular, the Committee assessed
the positions concerning the claims of Côte
d’Ivoire and Mali tax authorities.
The Committee is satisfied with management’s
estimates and assumptions. The Committee
takes into account the views of the external
advisors but accepts that responsibility for such
matters lies with management and, ultimately,
the Board.
Recoverability of trade receivables
The Group carried trade receivables of $52.3m
(2024: $60.2m) at year end, net of an expected
loss provision of $0.1m (2024: $4.5m). The
provision for expected credit losses, reduced
significantly after the write off of a fully provided
historical balance during the year, represents
management’s best estimate at the Balance
Sheet date. A number of judgements are made
in the calculation of the provision, primarily
the existence of any disputes, recent historical
payment patterns and the debtors’ financial
position. Further details can be found in Note
18 to the financial statements.
Recoverability of VAT receivables
The Group holds $9.9 million (2024: $6.4million)
of VAT receivables at year end net of expected
loss provisions of $5.0 million (2024: $3.6
million) that are owed by fiscal authorities in
a number of jurisdictions. In assessing the
recoverability of the VAT receivables, the
Group assessed the expected credit loss on
the VAT amounts owed based on current and
historic correspondence with the relevant
fiscal authorities and consultations with local
tax experts. For 2025, the loss provision was
increased by $1.4 million given the aged nature
of several of the VAT receivables and the
perceived prospect of recovery.
Prior period adjustment
The Committee was appraised of the
occurrence of payroll tax errors in one of our
countries of operation. Employee payroll taxes
were underdeclared and employer social
contributions were overpaid across both
2023 and 2024. Consequently, prior period
adjustments have been reflected.
The net impact on profit in 2023 was $0.4 million,
assessed as immaterial and corrected through
opening retained earnings at 1 January 2024.
The 2024 net impact to the Statement of Profit
and Loss was $1.3 million. The underdeclared
employee payroll taxes is recorded as a current
liability ($2.8 million) and the overpaid employer
social contributions is recorded as a receivable
($1.1 million) in the restated Balance Sheet as at
31 December 2024.
The Committee was satisfied with the
financial reporting treatment and disclosures.
The Committee was also appraised of
management’s remediation plan and steps
taken to mitigate any further occurrences of
this issue.
External auditor
The Company’s policy is to tender the external
audit every 10 years. The last audit tender was
undertaken in 2019 when BDO United Kingdom
(BDO) was appointed as auditors to the Group.
The effectiveness of the external audit process
is largely dependent on appropriate audit risk
identification at the commencement of the audit
process. BDO prepared a detailed audit plan,
identifying key risks, which in 2025 included
management override of controls and fraud in
revenue recognition, representing a significant
reduction in key risk areas when compared
to 2024. In forming its assessment of the
effectiveness of the overall audit process, the
Committee considered the FRC’s Audit Quality
Review report on BDO LLP, received formal
presentations regarding the proposed audit
strategy, met separately with the Audit Partner
without members of management present and
the Committee Chair met separately with the
Audit Partner to discuss the audit strategy in
detail, with the Committee Chair subsequently
reporting back to the Committee. These forums
enabled the Committee to assess the extent
to which the audit strategy was considered
to be appropriate for the Group’s activities
and addressed the risks the business faces,
including factors such as independence,
materiality, the auditors’ risk assessment versus
the Committee’s own risk assessment, the
extent of the Group auditors’ participation in the
subsidiary component audits and the planned
audit procedures to mitigate risks.
Graphics
Capital Limited
Annual Report 2025
75
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Audit & Risk Committee (“ARC”) Report continued
The Committee assesses the effectiveness of
the audit process in addressing these matters
semi-annually. In addition, the Committee
seeks feedback from management on the
effectiveness of the audit process.
For 2025, management was satisfied that there
had been appropriate focus and challenge on
the primary areas of audit risk and assessed
the quality of the audit process to be good.
The Committee concurred with the view of
management and did not consider it necessary
to request the auditors to look at any specific
areas. The external auditor and Committee
have the opportunity at the end of a committee
meeting to speak privately without management
to ensure that no restriction in scope has been
placed on the external auditor by management.
In addition, informal meetings are held from
time to time between the external audit partner
and the Chair of the Committee who did not
consider it necessary to request the auditors to
look at any specific areas.
Provision of non-audit services
The Committee requires that any non-audit
services to be performed by the external
auditors are formally approved in advance of
the service being undertaken. Audit related
services do not require pre-approval and
encompass actions necessary to perform an
audit, including areas such as providing comfort
letters to management and/or underwriters; and
performing regulatory audits. The provision of
any non-audit services requires pre-approval
and is subject to careful consideration, focused
on the extent to which provision of such non-
audit service may impact the independence
or perceived in dependence of the auditors.
The auditors are required to provide details
of their assessment of the independence
considerations, as well as measures available
to guard against independence threats and to
safeguard the audit independence.
Systems of risk management and internal
control
The Board has ultimate responsibility for the
Group’s systems of risk management and
internal control, including those established to
identify, manage and monitor risks throughout
2025.
The system of internal controls is vital in
managing the risks that face the Group and
safeguarding shareholders’ interests. The
Group’s internal controls are designed to
manage rather than eliminate risk, with the
recognition that an element of risk is inherent in
the activities of a mining services company.
The Board’s obligation is to be aware of the
risks facing the Group, mitigate them where
possible, insure against them where appropriate
and manage the residual risk in accordance
with the stated objectives of the Group. In
pursuing these objectives, internal controls
can only provide reasonable and not absolute
assurance against material misstatement or
loss.
The Head of Tax reports to the Committee on
strategic risk issues and oversees the Group’s
enhanced risk management framework; he
provides senior management leadership and
oversight of the Group’s risk management
framework. This acts as a link between the
ARC and the business in relation to the
management of risk. Information on how the
Group identifies, manages and monitors risks,
including a description of the principal aspects
of the Group’s systems of risk management
and internal controls and the risk management
framework, is set out on pages 30 to 33.
The effectiveness of the Group’s system of
internal controls is reviewed annually by the
Committee. The Committee’s assessment
includes a review of the major financial and
non-financial risks to the business and the
corresponding internal controls. Where
weaknesses or opportunities for improvement
are identified, clear action plans are put in place
and implementation is monitored by senior
management and the Executive Directors. The
Committee reported to the Board that following
such review, it considered the internal controls
in respect of the key risks that face the Group
to be appropriate.
As the Group’s risk management and internal
control systems mature, the Committee
will continue to review the adequacy and
effectiveness of these systems. In particular,
Provision 29 compliance will require the Board
to provide various assurances regarding
the effectiveness of the Company’s material
financial and operational controls in its 2026
Annual Report and Accounts. The work
involved in this process will result in a further
strengthening of the existing systems, along
with an improvement in their effectiveness.
Whistleblowing
As mentioned on page 68 of the Corporate
Governance Report, any reports of
whistleblowing are handled by the Chair of
Audit Committee. Whistleblowing reports are
presented to the Audit Committee twice a year.
No whistleblowing reports were received during
the course of 2025.
Fraud prevention and detection processes
With the implementation of the Economic Crime
and Transparency Act 2023 (‘ECATA’), work
has commenced to understand how the new
legislation specifically applies to Capital (where
the majority of the Group’s activity and business
is not in the UK), in order to ensure that the
Group is compliant with this requirement.
Graphics
Capital Limited
Annual Report 2025
76
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Audit & Risk Committee (“ARC”) Report continued
Overview of the process to ensure that the Group’s Annual Report, taken as a whole, is fair, balanced and understandable and provides
information necessary for shareholders to assess the Group’s position and performance, business model and strategy
Annual Report
Working group
The working group comprised individuals involved in the drafting of the Annual Report. Material disclosure items were discussed by the working group.
The working group members reviewed the sections in light of the ‘fair, balanced and understandable’ requirement.
Key contributors to
the Annual Report
A verification process is in place, with key contributors required to confirm the accuracy of the information provided and provide supporting materials where relevant.
External review h2g Remuneration Advisory, the Remuneration Committee’s independent adviser, reviewed the Directors’ Remuneration report. Digby Wells Environmental undertook quality control on
our 2025 GHG emissions. Feedback was provided by BDO on the overall 2025 Annual Report. All external reviews were undertaken to enhance the quality of our reporting.
Senior Management review
and approval
Senior Management and Executive Directors reviewed and scrutinised all sections of the Annual Report in light of the ‘fair, balanced and understandable’ requirement.
The Committee
and the Board
Drafts of the Annual Report were circulated individually to the ARC Chair, the Committee and the full Board, providing the opportunity for review and challenge. Once the
Committee was satisfied, it provided its recommendation to the Board for final approval.
Approval
This report was approved by the Board of Directors on 19 March 2026 and signed on its behalf by:
Graeme Dacomb
Chair of Audit & Risk Committee
Graphics
Capital Limited
Annual Report 2025
77
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Nomination Committee Report
Chair’s Introduction
I am delighted to present the Nomination
Committee (the Committee) report for 2025, in
my first full year as Chair and a member of the
Committee since 2023.
The members of the Committee comprise all
the Independent Non-Executive Directors, as
stated on this page and 69. The attendance
of the Committee is also set out here. The
secretary of the Committee is the Company
Secretary. During the year under review, other
attendees also included the Executive Chair.
The Committee’s Terms of Reference were
reviewed and amended to reflect changes
from the 2024 Code, and re-approved during
the year. Further details of the Committee’s
responsibilities can be found on the Company’s
website.
Role of the Committee
• Providing a formal, rigorous and transparent
procedure for the appointment of new
Directors to the Board
• Maintaining an effective succession plan for
the Board and senior management
• Reviewing annually the independence of the
Non-Executive Directors
• Monitoring conflicts of interest
• Overseeing the development of a diverse
pipeline for succession
• Evaluating and overseeing the balance of
skills, knowledge, experience and structure
(including gender and diversity) on the
Board and its Committees
'Focusing on embedding
strong succession for
long-term success.”
Anu Dhir
Chair of the Nomination Committee
Putting the succession
plan into effect
Committee membership
and attendance
Name Attendance
Anu Dhir (Chair) 2/2
Cassie (Catherine) Boggs 2/2
Graeme Dacomb 2/2
Michael Rawlinson 2/2
Anu Dhir
Chair of the Nomination Committee
See my Biography | Page 61
Key activities during the year
• Reviewed Board Committee
composition
• Reacted swiftly upon receipt of
the CEO’s letter of resignation
and navigated the process of the
Executive Chair assuming the CEO’s
responsibilities
• Following its preliminary kick off in
2024, activated and coordinated the
work streams behind the development
of Company’s Succession Plan in 2025
• Conducted Board and Committee
evaluation
Graphics
Capital Limited
Annual Report 2025
78
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Nomination Committee Report continued
Board composition, skills and attributes
We recognise the importance of the Board and
its Committees having a combination of skills,
experience and knowledge. This ensures we
have an effective and entrepreneurial Board
that is well-placed to promote the long-
term sustainable success of the Company,
generating value for shareholders and
contributing to wider society.
The Nomination Committee reviews the skills,
attributes and diversity represented by the
Directors on the Board and determines whether
the existing Board composition remains
appropriate to achieve the Group’s purpose
and strategy. In assisting with this exercise, the
Committee now keeps a skills matrix which will
be reviewed regularly in conjunction with Board
tenure, to assist with Board appointments and
associated succession planning.
The most recently approved version of our
Board skills matrix is set out here.
Board appointments process
The Nomination Committee leads the process
for appointments to the Board, ensuring that
there is a formal, rigorous and transparent
procedure in place for each appointment.
All appointments are based on merit and
objective criteria, with candidates being
evaluated to assess their suitability across a
number of areas, including (without limitation)
skills, education, experience, background and
independence. Within this context, due regard
is also given to promoting diversity of gender,
social and ethnic backgrounds, and cognitive
and personal strengths, and the benefits that
this can bring to the Board and its Committees.
Annual evaluation
This year’s Board evaluation, held at our in-
person Board meetings in November, was led
by Michael Rawlinson (SID) and supported by
the Committee.
The evaluation involved a list of topics which
shaped the content of the verbal discussion.
The Board was given the opportunity in
advance of the evaluation to decide which
way to evaluate would be most appropriate for
Capital’s Board. The topics were set in advance;
Board members agreed that a verbal discussion
was the most appropriate forum for Capital.
As disclosed in our 2024 Annual Report, the 2024
Board evaluation identified succession planning
as an area for focus for 2025. This became even
more relevant following Peter Stokes’ resignation
in March. The Committee has made good
progress during the year in this regard and you
can read more on our work relating to succession
planning in the section below.
In the 2025 Board evaluation, areas to work on
in 2026 included:
• In order to facilitate greater involvement of
the Board in discussions which set strategic
direction of the Company, additional time
has been set aside at the next Board
meeting – now to be held over two days
• Good progress has been made in
succession planning, but there is further
work to be completed. The next update on
succession planning is already scheduled
for May 2026
• The Board would like more interaction with
the Executive Leadership Team. The next
in-person Board Meeting has therefore
been scheduled to coincide with the next
Executive Leadership Team in-person
meeting
• Risk management presentations to be
developed further; in particular with linkages
to the control environment
• Evaluation of potential external speakers to
join in-person Board meetings
In terms of the Nomination Committee itself,
the evaluation process concluded that the
Committee is operating effectively and has
continued to strengthen its effectiveness and
oversight during 2025. For the Board review,
the Committee reviewed the performance
of the Executive Directors and reported its
conclusions to the remaining Board members.
The Senior Independent Director led the review
of the performance of the Executive Chair which
included obtaining feedback from the Board.
The outcome of the review was reported to the
Chair, Mr Boyton.
Succession planning
The Committee continually assesses and
evaluates the composition of the Board.
However, during the course of 2025, we
adopted and structured a more formalised
approach to succession planning at both Board
and senior management level.
This involved engaging an independent
company, Heidrick & Struggles, to provide
specialised guidance and a road map for each
step of the way for the succession plan for
executive management. The following internal
workstreams have already been completed:
• Re-launching new KPI review templates
• Re-launching/re-training all managers on
setting targets/KPIs and review performance
• Re-introducing 360 reviews
• The HR and Learning & Development team
has been re-structured
• Future Company organisation chart
structures have been agreed
• Resources and budget has been allocated
to provide capacity for training and
development
Skills & Experience
Board Experience 5 2
Executive management experience 3 2
Specific industry knowledge 5 2
Accounting & Finance 4 1
Health & Safety 2 2
Legal and Governance 4 1
International Business/Commercial 4 2
Risk Management 5 2
Corporate Strategy, BD & M&A 5 2
ESG/Sustainability 4 2
Capital Markets and capital introductions
(debt & equity) 3 1
Non-executive Executive
Graphics
Capital Limited
Annual Report 2025
79
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Nomination Committee Report continued
Work currently being progressed includes:
• Heidrick & Struggles carrying out their
review on various employees and an
individual development plan devised for
each employee
• Setting action items for short, medium
and long-term delivery of the plans
The Committee (and Board) is cognisant of the
fact that the Company’s Chair is Executive, non-
Independent, and has remained in the position
for more than nine years; thereby not complying
with Provisions 9 and 19 of the 2024 Code.
In his role as Executive Chair, Jamie Boyton
is responsible for overseeing the Company’s
strategic and business development,
which includes advising on capital markets
requirements and strategic growth opportunities.
The Company has overcome operational
challenges faced in 2025, has continued
to deliver a number of strategic milestones
throughout the last year including delivering full
run rate on our mining contract at Reko Diq and
building on continued momentum at MSALABS.
In addition, the Company’s share price has
more than doubled since March 2025.
In view of Mr Boyton’s long-standing
involvement and specific strategic role
within the Group, the Board has purposefully
considered it appropriate to retain Mr Boyton
as Executive Chair at this critical stage in the
Company’s growth trajectory (notwithstanding
his non-independence). The Company
consulted significant Shareholders following
the departure of the CEO who indicated their
continued strong support and preference
for Mr Boyton to remain in the role for now.
The Board of Directors firmly believes that
Mr Boyton’s continued role of Executive Chair
to be in the best interests of the Company.
Going forward though, the Company will
continue to focus on its Succession Plan which
incorporates identifying a successor for the role
of CEO.
Diversity
The Committee is aware that the Company
does not currently meet the UK Listing Rule
targets for a minimum of 40% women on the
Board nor is at least one of the senior Board
positions held by a woman. However, I am
pleased to note that we now have a female
Chair for both this Committee, and for the
Sustainability Committee. An objective for the
Committee in 2026 is to review and refresh the
Company’s Workforce Diversity Policy to ensure
it meets the requirements of the 2024 Code.
Approval
This report was approved by the Board of
Directors on 19 March 2026 and signed on its
behalf by:
Anu Dhir
Chair of the Nomination Committee
Non-Executive appointment process
Role Requirements A set of objective criteria for the role including the skills and attributes
required is prepared.
Tender for external
recruitment agency
Executive search firms are invited to tender to assist the Board with the
search of this appointment. The agency must have no connection with the
Company or any of its Directors.
Candidate search The chosen search firm is then instructed to facilitate the search and
identify a diverse long list of potential candidates.
Interview process A short list of candidates is selected and an interview process initiated,
involving a combination of the acting Senior Independent Director and the
Executive Chair. Those invited for a second interview will then meet other
members of the Board and senior management.
Approval Due diligence is also carried out with extensive references being sought.
Time commitment of the candidate is also considered to ensure sufficient
capacity to devote to Capital. The Nomination Committee recommends
its preferred candidate of choice to the Board for approval. The Company
Secretary and General Manager – HR are then tasked with the formalities.
Graphics
Capital Limited
Annual Report 2025
80
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Sustainability Committee Report
Chair’s Introduction
The Committee, on behalf of the Board,
monitors the Group’s sustainability approach
and performance. During the year under review
the committee met four times considering
relevant sustainability matters for the Company.
At the end of each year, the Committee
discusses and agrees the sustainability focus
areas for the year ahead and receives feedback
and updates on these during the year.
The Committee oversaw continued
development of Capital’s sustainability
approach in 2025, with some significant
enhancements to its depth and rigour. A key
part of this was a comprehensive sustainability
materiality assessment, which allowed us to
prioritise the most critical issues and ensure
that the topics we focus on internally, and
report on externally, reflect those that are truly
most material to our business and stakeholders.
Our materiality assessment took a double
materiality approach, receiving insights from
a broad range of both internal and external
stakeholders and includes our own analysis
of material topics for the business. The
Sustainability Committee provided feedback on
the approach, material topics and findings of
the analysis at key points.
We received feedback on the sustainability site
visits undertaken by the Group’s Sustainability
Manager to eleven sites across Tanzania,
Zambia, Egypt, Gabon and Côte d’Ivoire, and
considered the insights and feedback.
We are committed to
continual improvement,
working with our
customers to minimise
our impact and identify
opportunities.”
Catherine (Cassie) Boggs
Chair of Sustainability Committee
Committee membership
and attendance
Name Attendance
Cassie (Catherine) Boggs (Chair) 4/4
Anu Dhir 3/4
Alex Davidson 4/4
Jamie Boyton 3/3
Peter Stokes
1
1/1
1. The Board accepted Peter Stokes’ resignation on
9 March 2025
Catherine (Cassie) Boggs
Chair of Sustainability Committee
See my Biography | Page 60
Key activities during the year
Overseeing progress against the 2025
sustainability-related workstreams including:
• Agreed sustainability materiality
assessment approach and final topics
• Reviewed the 2025 Corporate Social
Investment (CSI) spend and received
feedback on key CSI projects
• Reviewed the 2025 GHG emissions
(scope 1 & 2 GHG emissions for the
Group) and the 2025 TCFD disclosures
• Reviewed and approved the standalone
2025 Sustainability Report
• Reviewed progress against the
sustainability focus areas for 2025
• Received feedback on sustainability
site visits in 2025 and key sustainability
insights arising
• Reviewed 2026 sustainability priorities
• Reviewed charter and policies for
recommendation to Board for approval
We prioritise sustainability
topics most material to our
business and stakeholders.

Graphics
Capital Limited
Annual Report 2025
81
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Sustainability Committee Report continued
Since the publication of our first TCFD Section
in 2022, we have focused on improving our
GHG emissions reporting, through improved
data collection and incrementally closing gaps
in reporting. To set achievable targets for the
Company, this year we started developing
a more detailed decarbonisation plan with
guidance from trusted consultants. This work
will be ongoing into 2026.
We aim to continually improve our external
sustainability reporting, and the Committee
approves Capital’s annual Sustainability Report.
In 2026, Capital will develop a formal
sustainability framework with guidance and
oversight from the Committee, using the
outcomes of the double materiality assessment
as a basis.
Given the constantly evolving nature of
sustainability reporting requirements and
regulations, the Committee is kept abreast of
these by our Group Sustainability Manager
to ensure the Company is prepared for any
upcoming requirements.
In 2026 Capital will continue to focus on our
sustainability performance, working with our
customers and monitoring changes to best
practice.
Role of the Committee
• Responsible for assisting the Board in
developing and making recommendations
in connection with the Company’s strategy,
standards, processes and approach to
environmental, social and governance
matters that could affect the business
activities, assets, performance and
reputation of the Company (collectively,
“ESG”) and for the Company’s ongoing
sustainable development.
• Reviewing the corporate policies and
monitoring their implementation relating to
responsible and ethical business practice
and our proactive risk management
approach. Reviewing external reporting of
sustainability performance and non-financial
reporting requirements.
• Reviewing the Group’s exposure to
ESG risks and advising the Audit & Risk
Committee (ARC) of any material non-
financial risks identified and any business
ethics issues identified which are relevant to
the role of the ARC.
• Reviewing sustainability sections of the
Annual Report (including TCFD) and the
Sustainability Report.
• Reviewing the Group’s exposure to
ESG risks and advising the Audit & Risk
Committee (ARC) of any material non-
financial risks identified and any business
ethics issues identified which are relevant to
the role of the ARC.
While the Sustainability Committee is expected
to make recommendations, the ultimate
responsibility for establishing the Group’s
Sustainability Committee policies remains
with the Board.
Sustainability Committee materials are compiled
by the Group Sustainability Manager and
reviewed by the Chief Financial Officer (CFO), to
whom the Group Sustainability Manager reports.
The members of the Committee are stated on
page 69 and page 80. The attendance of the
Committee is also set out here. The secretary
of the Committee is the Company Secretary.
The Committee’s Charter was reviewed and
re-approved during the year. Further details
of the Committee’s responsibilities can be
found on the Company’s website (https://www.
capdrill.com/investors/corporate-governance).
Approval
This report was approved by the Board of
Directors on 19 March 2026 and signed and
approved on its behalf by:
Catherine (Cassie) Boggs
Chair of Sustainability Committee

Graphics
Capital Limited
Annual Report 2025
82
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report
The Code recommends that the majority of
members of the Remuneration Committee
should be Independent Non-Executive
Directors. All Committee members were
considered to be Independent Non-Executive
Directors during the period under review and
therefore the Group complied with the Code for
smaller listed companies.
Mr Rawlinson, as Chair of the Remuneration
Committee, is considered to be an Independent
Non-Executive Director. The Board is satisfied
that Mr Rawlinson has appropriate and relevant
experience for the Chair of the Remuneration
Committee.
Role of the Committee
The Remuneration Committee is responsible
for determining the remuneration policy for
the Board and the Executive Leadership Team
(ELT). The Directors’ Remuneration Policy
(detailed below in this report) is designed to
reflect best practice, align with our purpose and
values, incentivise performance and delivery
of strategy, and attract and retain senior talent
in a competitive environment. The Committee
actively listens to stakeholders in its decision-
making process, including employees and our
shareholders.
Chair’s introduction
I am pleased to present the Remuneration
Committee report for 2025 in my capacity as
Chair of the Committee. The Remuneration
Committee sets the remuneration packages for
the Executive Directors, including base salary,
bonuses, and other incentive compensation
payments and awards. It approves the
policy and framework proposals made by
the Executive Directors in respect of the
remuneration for the Executive Leadership
Team of the Group. The Remuneration
Committee membership
and attendance
Name Attendance
Michael Rawlinson (Chair) 3/3
Graeme Dacomb 3/3
Catherine (Cassie) Boggs 3/3
Michael Rawlinson
Chair of the Remuneration Committee
See my Biography | Page 60
Reward Aligned With
Performance and
Long-Term Value Creation
2025 has been a year of
growth and consolidation.”
Michael Rawlinson
Chair of the Remuneration Committee
Committee further approves all share and
option grants. The Remuneration Committee is
assisted by the Company Secretary and takes
advice as appropriate from external advisers.
Since 2018, the Company has taken advice on
remuneration from h2g Remuneration Advisory
on an ad hoc basis which has no connection
with the Company nor with any of its Directors.
Independent judgement is exercised when
evaluating the advice of external third parties,
and when receiving views from Executive
Directors and senior management.
This report sets out the remuneration outcomes
and decisions made for the year and follows the
description of policy.
Performance in 2025
As set out earlier in this Annual Report, 2025
has been a year of growth and consolidation.
We redeployed the majority of our mining fleet
to Reko Diq and MSALABS delivered its most
successful year since its acquisition by Capital.
After navigating the operational challenges of
2024 and instilling numerous leadership and
operational changes during 2025, we believe
we have created a strong foundation with a
clear road map ahead. Whilst we recorded a
0.6% decrease in Group revenue to $345.8
million (2024: $348.0 million), our core drilling

Graphics
Capital Limited
Annual Report 2025
83
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
business has seen an increase in revenue to
$245.9 million and MSALABS achieved record
annual revenues of $73.5 million. Adjusted
EBITDA increased by 1.1% to $79.5 million
(2024
1
: $78.6 million) delivering a 23.0% margin
(2024
1
: 22.6%).
Remuneration Summary 2025
In 2025, the base salary of the CEO (Peter
Stokes) was $520,000 per year until Mr Stokes
resigned on 8 March 2025. The Executive Chair
(Jamie Boyton)’s base salary was $416,000
per year until 1 March 2025 when it increased
to $550,000 per year. This was a result of
assuming the responsibilities of the CEO in
addition to retaining his position as Executive
Chair, and also reflecting the change from 4
to 5 days per week, once the CEO resigned.
The salary of the Executive Director (Brian
Rudd) increased from $374,000 to $425,000
also effective 1 March 2025. This reflected
his increased responsibilities following the
departure of the CEO, given Brian Rudd now
has a much broader role and is expected to
travel significantly more.
Reflecting the agreed performance targets
achieved relating to EBIT, Return on Capital
Employed, Annualised Growth, Working
Capital Management, Safety (HSE TRIFR)
and Sustainability metrics, the Remuneration
Committee determined to award a scheme
bonus payment in respect of 2025 of 91.2%
of maximum entitlement to both Executive
Directors, being 136.8% of salary as detailed
later in this report.
LTIP awards granted in early 2023 to the
Executive Chair and Executive Director
(Brian Rudd) had a performance period ending
31 December 2025. LTIP1 awards were subject to
two three-year performance targets each covering
50% of the award: a TSR compound growth
condition and an adjusted EPS compound growth
performance condition. As detailed later in this
report, TSR was achieved at 8.9% however EPS
was missed, and as a result, the awards vested
at 17.1% of grant. LTIP2 awards were subject
solely to a stretching three-year absolute TSR
performance target. This target was missed and
LTIP2 awards lapsed in full.
The Company made grants of LTIP awards
under the long-term incentive structure to the
Executive Directors in 2025. The Company
intends to make a further grant in the first half
of 2026 to the current Executive Directors. The
structure of these awards is disclosed in further
detail later in this report.
The Committee believes the policy operated as
intended in terms of Company performance and
quantum during 2025.
Remuneration in 2026
2025 was a period of uncertainty when the
business was underperforming and had not
proven its potential. The Company was not
in a position at the time to pay the Executive
Directors market rate salaries appropriate to
their responsibilities, expertise and skill set
for a company commensurate to Capital.
Since then, following significant improvement
in performance of both the business and the
share price, and to ensure the retention of the
Executive Directors at this critical juncture, the
Committee has determined to increase the
base salaries of each Director. The Executive
Chair’s salary has increased from $550,000 to
$700,000 per annum, effective 1 January 2026.
The Executive Director (Brian Rudd)’s salary
has increased from $425,000 to $550,000 per
annum, effective 1 January 2026. As both Chair
of the Committee and Senior Independent
Director I held various meetings throughout the
year including one with our largest institutional
investor which covered this topic and the importance of securing and retaining key executives.
These increases are an isolated event relating specifically to catching up with market standards, and
any changes for the rest of the policy period would be inflationary only.
Save for the above, there will be no significant changes to the structure of Executive Remuneration
in 2026.
1 Restated figure
2025 Annual General Meeting
At our Annual General Meeting on 21 May 2025, the Company put its Remuneration Report to
an advisory resolution as it has done in previous years. The Company also put its Remuneration
Policy to an advisory resolution. As a Bermuda registered company, Capital is not subject to the
2006 Companies Act which applies to UK registered main market companies and which enables
a shareholder vote on the remuneration policy to be binding. As such, the vote was advisory.
The voting outcomes are set out in the table below:
Votes for Votes against Votes withheld
Number Percentage Number Percentage
2024 Directors’ Remuneration
Report at 2025 AGM 138,138,976 96.1% 5,542,968 3.9% 24,029
Directors’ Remuneration Policy
(approval) 2025 AGM 138,055,221 96.1% 5,626,233 3.9% 24,529
The Remuneration Committee was pleased with the level of support for both resolutions. In
response to comments made by certain proxy advisers, the Company has included some additional
disclosures in this report.
At our 2026 Annual General Meeting the Company will put its Remuneration Report to vote in
the usual way that it does annually. The Remuneration Policy was put to vote for the first time in
2025 and as outlined in last year’s report, the Policy will be put to shareholders after three years
so in 2028, to align with the cycle applied to UK registered main market companies, unless major
changes are proposed in which case the new policy will be put to a resolution earlier.
The Remuneration Committee welcomes all shareholder feedback on remuneration and will
continue with its approach of shareholder consultation where significant changes are considered.
Michael Rawlinson
Chair of the Remuneration Committee

Graphics
Capital Limited
Annual Report 2025
84
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Remuneration Policy
The Group’s policy on Directors’ remuneration has been set with the objective of attracting, motivating and retaining high calibre Directors in a manner that is consistent with best practice and aligned with the
interests of the Group’s shareholders. The policy on Directors’ remuneration is that the overall remuneration package should be sufficiently competitive to attract and retain individuals of a quality capable of
achieving the Group’s objectives. Remuneration policy is designed such that individuals are remunerated on a basis that is appropriate to their position, experience and value to the Company.
The main components of the remuneration policy for the years ending 31 December 2025 and 2026 and how they are linked to and support the Company’s business strategy are summarised below.
Element Link to remuneration policy/strategy Operation Maximum Opportunity Performance metric
Base Salary Core element of remuneration.
To set at a level which is sufficiently
competitive to recruit and retain individuals of
the appropriate calibre and experience.
Basic salary is reviewed annually as at
1 January with reference to Company
performance; the performance of the individual
Executive Director; the individual Executive
Director’s experience and responsibilities; and
pay and conditions throughout the Company.
May be paid in different currencies as
appropriate to reflect their geographic location.
There is no prescribed maximum annual base
salary or salary increase.
The Committee is guided by the general
increase for the broader employee population
but has discretion to decide on a lower or a
higher increase.
The Committee considers individual and
Company performance when setting base
salary.
Other Benefits To help recruit and retain high performing
Executive Directors.
To provide market competitive benefits.
Except for medical and life insurance, the
Company does not provide any fringe benefits
or pensions to Executive Directors, other than
to comply with local statutory requirements.
The Executive Director (Brian Rudd) is based
in Australia and receives superannuation at
11.5% of salary (capped at A$27,500) in line
with Australian legislation which forms part of
the base salary. Executive Director pension
arrangements are aligned to those available to
the workforce in the relevant country.
N/A

Graphics
Capital Limited
Annual Report 2025
85
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Element Link to remuneration policy/strategy Operation Maximum Opportunity Performance metric
Annual bonus/
Short-Term
Incentive Plan
(STIP)
To incentivise the achievement of a range of
short-term performance targets that are key to
the success of the Company.
To align the interests of the Executives,
the Executive Leadership Team (ELT) and
shareholders to the full year targets.
Parameters, performance criteria, weightings
and targets are set at the start of each year.
Bonuses can be paid to the Executive
Directors and ELT to support the achievement
of annual operational, financial, strategic and
personal objectives.
Payments are made in cash, or cash and
shares following completion of the year
subject to the Committee’s assessment
of performance against targets and other
matters it deems relevant.
Any bonus is subject to achieving agreed
KPIs. The cash portion of any bonus is settled
immediately in cash; the share portion is
awarded in shares deferred for one year. The
portions of bonus paid in cash and shares
may be varied from year to year, as may the
share portion deferral terms.
Annual bonus awards are subject to malus
and clawback provisions.
The maximum bonus opportunity for both
Executive Directors is 150 % of salary for
stretch performance with 100% of salary paid
for on-target performance.
Levels of performance required for on-
target performance are set at appropriately
challenging levels to justify stretch payouts of
150% of target bonus.
There is no ability for the Company to pay
discretionary bonuses above the stated
maxima.
For the Executive Directors, 100% of the
bonus is subject to corporate and financial
performance objectives. For other members
of the ELT, 80% is subject to corporate
and financial performance objectives, with
the remaining 20% based on individual
performance targets.
The annual bonus structure contains
financial, strategic, sustainability and HSSE
target metrics whereby the Remuneration
Committee can determine that no bonus is to
be paid if the underpin targets are missed.
Remuneration Committee Report continued

Graphics
Capital Limited
Annual Report 2025
86
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Element Link to remuneration policy/strategy Operation Maximum Opportunity Performance metric
Long-Term
Incentive Awards
(LTIP)
To support retention, long-term performance
and increase alignment between the Executive
Directors, ELT and shareholders.
The Company intends to make awards under
this structure annually.
The Executive Chair, Executive Director and
senior members of the ELT are eligible to
receive awards under the Long-Term Incentive
Plan (LTIP) at the discretion of the Committee.
Awards are granted as nil cost options or
conditional awards which vest after three
years subject to the meeting of objective
performance conditions specified at award.
Awards to Executive Directors have an
additional two-year holding period post the
three-year vesting period.
LTIP awards are subject to malus and
clawback provisions.
The LTIP Plan includes the standard UK
listed company limit that dilution arising from
employee share awards should not exceed
10% over a ten year period.
Both the Executive Directors will receive
two performance share awards each year.
The initial award will have a face value of
up to 100% of salary for both Directors
and have performance conditions pitched
at conventional levels. The second award
will have a face value of up to a further
100% of salary for both Directors, and have
performance conditions set in excess of
conventional levels.
Performance conditions are set by the
Committee at the time of award and are
currently based on TSR compound growth
and adjusted EPS compound growth, both
measured once at the end of the three-
year period. 25% of the award will vest at
threshold and 100% of the award will vest at
stretch performance.
The Committee may vary the type, weighting
and pitching of performance targets each
year.
Shareholding
requirement
Aligns Executive Directors’ interests with
those of shareholders.
Encourages Executive Directors to achieve
the Company’s long-term strategy and create
sustainable stakeholder value.
Executive Directors are required to
accumulate a personal shareholding in the
Company. The level of shareholding expected
is set at 150% of salary to be achieved within
five years from appointment. The shareholding
includes beneficially owned shares, vested
LTIPs on an after-tax basis and bonuses
deferred into shares on an after-tax basis.
The Executive Chair and Executive Director
(Brian Rudd)’s shareholdings are currently
many multiples of their salaries.
Executive Directors are expected to hold
the lower of 100% of their actual holding
at cessation and 150% of salary for two
years post cessation of employment. Shares
which have been or are in future purchased
by Executives will not be subject to this
provision.
Remuneration Committee Report continued

Graphics
Capital Limited
Annual Report 2025
87
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Element Link to remuneration policy/strategy Operation Maximum Opportunity Performance metric
Non-Executive
Director
remuneration
To attract and retain high calibre Non-
Executive Directors with the necessary
experience.
To provide fees appropriate to time
commitments and responsibilities of
each role.
Non-Executive Directors are paid a basic
fee. An additional fee is paid to the Senior
Independent Non-Executive Director to reflect
the additional time and responsibility, and to
the Chair of each Committee for the same
reason.
Fee levels reflect market conditions and are
reviewed annually on 1 January each year
Service contracts
The Executive Directors’ employment service contracts have no specified term. No Director has a service contract containing more than six months’ notice period or with pre-determined compensation
provisions upon termination exceeding six months’ salary. It is the Company’s policy that, except where prescribed by law, there should be no automatic entitlement to bonuses in the event of an
early termination.
Name Date of joining Notice period
Jamie Boyton 1 January 2008 6 months
Brian Rudd 1 October 2004 6 months
Non-Executive Directors have entered into letters of appointment with the Group, for an initial three-year period, thereafter renewable on the agreement of both the Company and the Non-Executive
Director. The notice period under the letters of appointment is three months.

Graphics
Capital Limited
Annual Report 2025
88
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Consideration of shareholder views
Shareholder views are considered when evaluating and setting remuneration strategy. Opportunities
to discuss the remuneration strategy are available during investor calls as well as by voting on the
report at the AGM.
Consideration of stakeholder experience
Ongoing engagement with our stakeholders remains a priority and is critical to Capital’s success as
detailed elsewhere in this Annual Report. When formulating the Company’s strategy, the Executive
Directors consider the longer-term and broader consequences and implications of its business on
key stakeholders. The Committee considers views expressed by stakeholders and the experience
of stakeholders when evaluating and setting remuneration strategies and taking decisions on
remuneration.
Consideration of employment conditions elsewhere in the Company
In setting the remuneration policy for Executive Directors, the pay and conditions of other Group
employees are taken into account. The Committee is provided with data on the remuneration
structure for senior members of staff below the Executive Director level and uses this information
to ensure consistency of approach throughout the Group. The Committee does not directly engage
with the workforce on executive remuneration but, as mentioned on page 65 in the Executive
Chair’s Introduction to Governance, the workforce has the opportunity to raise any issues (including
those on executive remuneration) in the employee engagement initiatives. As mentioned elsewhere
in this report, the Company welcomes and encourages a transparent culture.
Explanation of performance conditions
Reflecting the Company’s strategic priorities, short-term performance is incentivised with an annual
bonus scheme (STIP) which is based on Company (and Individual performance objectives for
senior management not on the Board). Company objectives include financial and other objectives
such as EBIT, ROCE, Annualised, Growth, HSE, Sustainability, and Working Capital Management.
Individual objectives for senior management are set out in individual action plans supporting the
business plan. Long-term performance is incentivised with a performance share plan (“LTIP”), which
is typically based on the achievement of three-year Total Shareholder Return and adjusted Earnings
Per Share growth targets. Targets are set to align with objectives with threshold and maximum
targets set in light of the Company’s outlook, balancing achievability and stretch. Where possible,
LTIP targets will be announced at the time awards are made. The Committee retains the discretion
to set different performance measures and/or to set different weightings on the performance goals
from year to year for STIP and LTIP awards.
Differences in Remuneration Policy for employees and Executive Directors
The principles behind the Remuneration Policy for Executive Directors are cascaded down through
the Group. They aim to attract and retain the best staff and to focus their remuneration on the
delivery of long-term sustainable growth by using a mix of salary, benefits, STIP and longer-term
incentives. As a result, no element of the Executive Director Remuneration Policy is operated
exclusively for Executive Directors other than the two-year post vesting holding period and the
post-employment shareholding policy. The main structural difference between pay for Executive
Directors and employees is that, for Executive Directors, the variable element of total remuneration
is greater and not tied to individual performance while the total remuneration opportunity is also
higher to reflect the increased responsibility of the role.
Committee discretion, flexibility and judgement in operating the incentive plans
In line with market practice and the various scheme rules, the Committee retains discretion
relating to operating and administering the STIP and the LTIP in respect of Executive Directors.
This discretion for the STIP includes, but is not limited to: scheme participants, review of and
setting of annual performance measures and targets, determination and calculation of any STIP
payment, including upward or downward adjustment as appropriate, timing of any bonus payments,
determination of the proportion of any STIP award that is deferred into a share award, determination
of the treatment of leavers depending on the circumstances, determination of bonus for new joiners
during the year depending on the circumstances and determination of bonus in the event of a
change in control. The discretion for the LTIP includes but is not limited to: scheme participants
for recommendation to the Board, form and timing of the grant of an award, size of awards made,
setting of appropriate performance measures, determining the treatment of leavers depending on
the circumstances, discretion relating to vesting in the event of a change of control of the Company,
recommending that the Board substitutes a cash equivalent in place of shares, making appropriate
adjustments to awards required in certain circumstances, e.g. demerger, special dividend or other
similar event which affects the market price of shares to a material extent, determining that it
would be appropriate to amend, waive or replace any performance or other condition applying to
an award, provided that any amended or replaced performance or other condition shall not, in the
reasonable opinion of the Committee, be materially more difficult to satisfy.
Annual bonus / STIP – leavers, malus and clawback provisions
The STIP will generally lapse in full if the employee leaves before the grant date of the award,
although partial exceptions for good leavers may be made at the discretion of the Remuneration
Committee. The STIP award is subject to malus and clawback. If it is determined that there
has been a material overpayment as a result of a material misstatement of results or an error in
assessing the achievement of the performance condition, a serious breach of the Company’s code
of ethics or a serious health and safety issue has occurred, the Company may require that any
awards held which have not vested lapse in whole or in part immediately. The Company may require
executives to repay the after-tax value of some or all vested awards received during that period.

Graphics
Capital Limited
Annual Report 2025
89
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
LTIP – leavers, malus and clawback provisions
Awards are governed by the rules of the LTIP scheme at the time of award. Unless individuals are
deemed good leavers, awards will lapse on cessation of employment. In the case of good leavers,
awards will vest on the date of cessation normally subject to the application of performance
conditions and time pro-rating.
LTIP awards are subject to malus and clawback provisions up to three years from the date of
determination of awards in the event of a material misstatement of results of the Company or
Group or error in assessing the achievement of the performance conditions, a serious breach of the
Company’s code of ethics or a serious health and safety issue.
Policy on recruitment
When hiring a new Executive Director, the Committee will consider the overall remuneration
package by reference to the Remuneration Policy set out in this report. Salary and annual bonus
levels will be set so as to be competitive with comparable roles in companies in similar sectors, and
also taking into account the experience, seniority and the scope of responsibility of the appointee
coming into the role. New Executive Directors will be able to participate in the annual bonus scheme
on a pro-rated basis for the portion of the financial year for which they are in post. New Executive
Directors may receive benefits and pension contributions in line with the Company’s existing policy.
LTIP awards are made on an ongoing basis in line with our policy for Executive Directors and
other senior executives. In the year of recruitment, a higher award may be made to the new recruit
within the limits of the Remuneration Policy. The approach in respect of compensation for forfeited
remuneration from a previous employer will be considered on a case-by case basis taking into
account all relevant factors, such as the form of compensation forfeited, performance achieved or
likely to be achieved, and the proportion of the performance period remaining. If any compensation
for forfeited remuneration is paid, it may be awarded outside the LTIP and may be made with non-
standard performance conditions, or without performance conditions and with a shorter vesting
period and without a holding period to reflect the profile of forfeited awards. Any such arrangements
would be disclosed in the following year’s Annual Report. This discretion reflects that available to
Main Market companies under UKLR 9.3. In the case of an internal appointment to an Executive
Director role, any variable pay element, annual bonus or LTIP awarded in respect of a prior non-
Board role would be allowed to pay out according to its terms. Discretion to vary from policy may
also be exercised in the following circumstances: (1) for a short-term/interim appointment; (2)
where the Chair or a Non-Executive Director is appointed for a short period; (3) where an Executive
Director is appointed mid-year, performance conditions for annual bonus and LTIP may be tailored
for this or amounts transferred pro-rata by month to following year; (4) where an Executive Director
is hired from a location with different benefits that the Remuneration Committee sees appropriate
to buy out (but not variable remuneration which is covered above); (5) relocation expenses – one-off
and/or ongoing including tax equalisation; and (6) legal and similar expenses.
Legacy arrangements
The Company will honour existing awards, incentives, benefits and contractual arrangements made
to individuals prior to their promotion to the Board and/or prior to the approval and implementation
of this policy. For the avoidance of doubt this includes payments in respect of any award granted
under any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or
the benefits or contractual arrangements no longer apply.
Illustrations of application of the Remuneration Policy
The charts on page 90 represent estimates under four performance scenarios (“Minimum”, “Target”,
“Maximum” and “Maximum assuming a 50% share price appreciation” between award and vesting
under the LTIP) of the potential remuneration outcomes for each Executive Director resulting from
the application of the 2026 base salaries to awards made in accordance with the policy for 2026.
The majority of Executive Directors’ remuneration is delivered through variable pay elements,
which are conditional on the achievement of stretching targets. The scenario charts are based on
the proposed policy award levels and are calculated on the same basis as the single figures of
remuneration (on page 95). The pay scenarios are forward looking and only serve to illustrate the
proposed policy. The scenarios are based on the current Executive Director roles.
Remuneration Committee Report continued

Graphics
Capital Limited
Annual Report 2025
90
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
The fourth scenario “Maximum assuming 50% share price appreciation” reflects the assumptions
under Maximum above and incorporating 50% share price appreciation between award and vesting
under the LTIP scheme. Note that given the stretching LTIP 2 absolute TSR condition there will
be nil vesting of LTIP 2 at 50% share price appreciation. Charts do not take account of dividend
equivalents which may be applied to LTIP awards.
External appointments
The Company recognises the potential for the Executive Directors to be offered fee earning
non-executive directorships of other companies and that such appointment can broaden their
knowledge and experience to the benefit of the Company. In their contracts of employment,
the Executive Directors have covenants not to compete during their employment (including
directorships) unless the Board consents in writing.
Jamie Boyton
Brian Rudd
Base
Base
STIP
STIP
LTIP1
LTIP1
LTIP2
LTIP2
$0
$0
$500,000
$500,000
$1,000,000
$1,000,000
$1,500,000
$1,500,000
$2,000,000
$2,000,000
$4,000,000
$4,000,000
$3,500,000
$3,500,000
$3,000,000
$3,000,000
$2,500,000
$2,500,000
S1 – Base
S1 – Base
S2 – Target
S2 – Target
S3 – Maximum
S3 – Maximum
S4 – Maximum + 50% share price appreciation
S4 – Maximum + 50% share price appreciation
Performance scenarios table
Minimum Target Maximum
Base salary Yes Yes Yes
Benefits Yes Yes Yes
Pension Part of base Part of base Part of base
Bonus (STIP) Nil Set at 67% of maximum
opportunity
Maximum opportunity
LTIP1 Nil Set at 50% vesting as
percentage of salary
Maximum opportunity
LTIP2 Nil Nil Maximum opportunity
Graphics
Capital Limited
Annual Report 2025
91
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Annual Report on Remuneration
This section of the remuneration report contains details of how the Company’s Remuneration Policy for Directors was implemented during the financial year ended 31 December 2025.
The remuneration of the Executive and Non-Executive Directors showing the breakdown between elements and comparative figures is shown below.
Figures in $’000
2025 2024
Salary / fees Bonus in cash
Bonus in
shares LTIP 2023
5
Total
Percentage
change Salary / fees Bonus in cash
Bonus in
shares LTIP 2022
4
Total
Percentage
change
Executive Directors
Jamie Boyton
1
528 722 – 95 1,345 120% 416 195 – – 611 (25%)
Peter Stokes
2
442 – – 73 515 (33%) 520 244 – 764 (24%)
Brian Rudd
3
417 546 – 49 1,012 101% 374 84 – – 458 (24%)
Non-Executive Directors
Catherine (Cassie) Boggs 92 – – – 92 – 92 – – – 92 (36%)
Alex Davidson 92 – – – 92 – 92 – – – 92 –
Michael Rawlinson 112 – – – 112 – 112 – – – 112 –
Anu Dhir 92 – – – 92 28% 72 – – – 72 88%
Graeme Dacomb
4
92 – – – 92 1,050% 8 – – – 8 N/A
1 Salary increased from 1 March 2025. From 1 January to 1 March 2025 it was $416,000
2 Peter Stokes resigned on 8 March 2025. His total severance package includes 6 months notice in accordance with his contract, untaken annual leave, bonus cash portion, and his pro-rated entitlement to his vested LTIP 2023 and 2024 options. $312,000 of
this was paid in cash
3 Salary increased from 1 March 2025. From 1 January to 1 March 2025 it was $374,000
4 Graeme Dacomb joined on 1 December 2024
5 LTIP 2022 awards with performance conditions to 31 December 2024 lapsed in full. LTIP 2023 awards with performance conditions to 31 December 2025 expected to partially vest. Value is number of awards expected to vest multiplied by share price at
31 December 2025
Non-Executive Remuneration is set out below:
Figures in $’000
2025 2024
Basic Fees
Committee
Chair Snr NED Total Basic Fees
Committee
Chair Snr NED Total
Catherine (Cassie) Boggs 72 20 – 92 72 20 – 92
Alex Davidson 72 20 – 92 72 20 – 92
Michael Rawlinson 72 20 20 112 72 40 – 112
Anu Dhir 72 20 – 92 72 – – 72
Graeme Dacomb 72 20 – 92 6 2 – 8
Graphics
Capital Limited
Annual Report 2025
92
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Salaries
From 1 January 2025, the salary of the Executive Chair was $416,000 increasing to $550,000 from 1 March 2025. The salary of the Chief Executive Officer was $520,000 until he resigned on 8 March 2025.
The salary of the Executive Director (Brian Rudd) was $374,000 increasing to $425,000 from 1 March 2025. As explained above, these increases reflected the additional time and responsibilities assumed
following the CEO stepping down.
Short Term Incentive Plan (STIP)
In 2025, the bonus maximums for stretch performance for the Executive Directors was 150% of salary respectively with 100% of salary respectively for on-target performance. Levels of performance
required for on-target performance are set at appropriately challenging levels to justify stretch payouts of 150% of on target bonus.
Of this, for all the Executive Directors, the entire bonus is based on corporate and financial performance objectives.
For 2025, corporate and financial objectives were weighted 40% EBIT, 20% Return on Capital Employed (ROCE), 10% Working Capital Management, 5% Annualised Growth (total new wins), 20% Safety
(HSSE TRIFR) and 5% Sustainability (2.5% local employment and 2.5% diversity). The table below sets out the breakdown of the total award:
% of Group Target
Metrics Threshold On Target Stretch Level achieved
Pay out (% of
maximum
entitlement)
EBIT
1
40% $38.9m $43.3m $47.6 m $50.5m 100%
ROCE
2
20% 10.3% 11.0% 12.5% 12.9% 100%
Working Capital Management
– Working Capital Days 5% 80 days 75 days 70 days 58 days 100%
– Monthly Cash Headroom 5% 12% 14% 16% 18% 100%
Annualised Growth (total new wins) 5% $20.0m $25.0m $30.0m >$30.0m 100%
HSE TRIFR 20% 1.41 1.10 0.86 1.20 56%
Sustainability
– (local employment) 2.5% 93.5% 93.8% 94.1% 94.3% 100%
– (diversity) 2.5% 8.0% 9.0% 10.0 10.7% 100%
Weighted total – % of maximum entitlement 100% 91.2%
In light of the current year’s performance of the Group during the year, bonuses were awarded to the Executive Directors at 91.2% of maximum entitlement being 136.8% of salary. These bonuses will be
paid in cash. In determining the form of payment, the Remuneration committee took account of the very substantial shareholdings of each of the Executive Chair and the Executive Director (Brian Rudd)
which represent many multiples of their salaries.
1 EBIT is adjusted to exclude ERP implementation costs
2 ROCE is EBIT (adjusted for ERP implementation costs) divided by average monthly capital employed
Graphics
Capital Limited
Annual Report 2025
93
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Long-Term Incentive Plans (LTIP)
The Company made grants of LTIP awards under the long-term incentive structure to the Executive Chair and Executive Director (Brian Rudd) in the first half of 2025. Each individual was granted two separate
awards (LTIP 1 and LTIP 2) as detailed in the share awards table below for the performance period of January 2025 to December 2027. All awards vest after three years subject to performance targets.
LTIP 1 awards are subject to two performance targets each covering 50% of the award: a TSR compound growth condition and an adjusted EPS compound growth performance condition, both measured
once at the end of a three-year period. For both conditions, the threshold vesting target, at which 25% of the relevant portion of an award vests, was 8% compound annual growth with full vesting at 15%
compound annual growth rate (CAGR).
LTIP 2 awards are solely subject to a TSR compound growth condition measured at the end of a three-year period. The threshold vesting target, below which 0% of the relevant portion of an award vests,
was 15% compound annual growth with 100% vesting if 25% compound annual growth is achieved.
All awards to Executive Directors are subject to a two-year holding period post vesting.
At 31 December 2025, the LTIP awards that had been awarded to each Director were as follows:
Scheme Date of award Vesting date At 1 Jan 2025 Granted in year Exercised in year Lapsed in year At 31 Dec 2025
Jamie Boyton
LTIP 1 Jan 2022 31/12/24 460,766 460,766 –
LTIP 2 Jan 2022 31/12/24 460,766 460,766 –
LTIP 1 Jan 2023 31/12/25 361,682 361,682
LTIP 2 Jan 2023 31/12/25 361,682 361,682
LTIP 1 Jan 2024 31/12/26 421,347 421,347
LTIP 2 Jan 2024 31/12/26 421,347 421,347
LTIP 1 Jan 2025 31/12/27 500,842
LTIP 2 Jan 2025 31/12/27 500,842
Total
2,487,590 1,001,684 921,532 1,566,058
Brian Rudd
LTIP 1 Jan 2022 31/12/24 199,051 199,051 –
LTIP 2 Jan 2022 31/12/24 199,051 199,051 –
LTIP 1 Jan 2023 31/12/25 183,819 183,819
LTIP 2 Jan 2023 31/12/25 183,819 183,819
LTIP 1 Jan 2024 31/12/26 227,527 227,527
LTIP 2 Jan 2024 31/12/26 227,527 227,527
LTIP 1 Jan 2025 31/12/27 395,390
LTIP 2 Jan 2025 31/12/27 395,390
Total
1,220,794 790,780 822,692
Peter Stokes
LTIP 1 Jan 2023 31/12/25 414,870 414,870
LTIP 2 Jan 2023 31/12/25 414,870 414,870
LTIP 1 Jan 2024 31/12/26 526,684 344,439 175,561
LTIP 2 Jan 2024 31/12/26 526,684 344,439 175,561
Total
829,740 688,878 1,180,862
Graphics
Capital Limited
Annual Report 2025
94
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
The Company granted awards under its LTIP to its Executive Chair and Executive Director (Brian
Rudd) in 2022. The awards were subject to two performance targets each covering 50% of the
award: a TSR compound growth condition and an adjusted EPS compound growth performance
condition, both measured once at the end of a three-year period. For LTIP1, for both conditions,
the threshold vesting target, at which 25% of the relevant portion of an award vests, was 8%
compound annual growth with maximum vesting at 15%. LTIP2 was subject only to an absolute
TSR performance target, with the threshold vesting target, from which vesting commenced from
15% compound annual growth with maximum vesting at 25%. These performance conditions were
not met and so no award vested for any Executive Director.
The Company granted LTIP1 and LTIP2 awards, with conditions in line with those for the 2022
awards, to its Executive Chair and Executive Director (Brian Rudd) in 2023. Based on performance
over the three-year period to 31 December 2025, 17.1% of the LTIP1 awards are expected to vest
with the balance lapsing. The performance condition for the LTIP2 awards was not met and these
awards are expected to lapse in full.
Directors’ Share Interests
Directors’ share interests at 31 December 2025 are set out below:
Number of
beneficially
owned
shares at
31 December
2025
1
Unvested
without
performance
measures
Total interest
held at
31 December
2025
Total interest
held at
31 December
2024
Executive
Jamie Boyton 21,994,066 21,994,066 21,318,886
Brian Rudd 11,384,902 11,384,9 02 12,295,869
Non-Executive:
2
Catherine (Cassie) Boggs 138,838 138,838 138,838
Alex Davidson 50,000 50,000 50,000
Michael Rawlinson 201,700 201,700 169,540
Anu Dhir - - -
Graeme Dacomb 25,000 25,000 -
1. Beneficially owned shares include shares held directly or indirectly by connected persons and connected companies
2. Non-Executive shares were acquired through market purchases which complied with the Company’s share dealing code,
and were not acquired through any option scheme
Shareholder Return Graph
The graph below shows the percentage change in total shareholder return for each of the last five
financial years compared to the FTSE All Share index. This index was selected as it represents a
broad equity index which the Company can be compared against.
0%
10%
20%
30%
40%
50%
60%
70%
80%
Dec 25Dec 24Dec 23Dec 22Dec 21Dec 20
CAPD FTSE All Share
Chief Executive’s historical remuneration (audited)
The table below sets out the total remuneration of the individual undertaking the role of Chief
Executive Officer over the last five years for the period such individual was undertaking the CEO
role, valued using the methodology applied to the single total figure remuneration.
Jamie Boyton
Year Salary STIP
LTIP-$ value of
shares*
Total
Earnings
Annual bonus
payment level
achieved
(% of
maximum
opportunity)
LTIP vesting
level
achieved
(% of
maximum
opportunity)
2020 400 434 834 72%
2021 450 675 1,125 100%
2022 500 706 862 2,068 94% 100%
2023 425 402 580 1,407 63% 100%
2024 416 195 - 611 31% -
2025 528 722 95 1,345 91.2% 9%
* The LTIP-$ value of shares exercised from prior year schemes
Graphics
Capital Limited
Annual Report 2025
95
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
Information on CEO pay ratio and percentage change in Directors’ remuneration
compared to employees as a whole
The Company has fewer than 250 UK employees and as such the requirement under the Directors’
Remuneration Regulations for information on CEO-employee pay ratios would not apply. Since
the Company has operations across many countries the Company considers that this information
would not be meaningful or useful compared to companies with UK based operations. For this
same reason, the Company is not including information on the change in Directors’ remuneration
compared to that of the employees as a whole.
Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for all Group employees relative to
dividends and pre-tax profit.
2025
$’ m
As restated
2024
$’ m
Change
%
Total employee costs 120.7 113.3 6.5%
Operating profit 46.6 37.9 23.0%
Cash capital expenditure 33.9 38.4 (11.9)%
Dividends 5.1 7.7 (33.8)%
Management Remuneration for 2026
Salaries
Effective 1 January 2026, as explained on page 83 the salaries of the Executive Chair and the
Executive Director (Brian Rudd) have increased to $700,000 and $550,000 respectively, per annum.
The increases are as a result of the ability to now pay market rate salaries appropriate for the
Company, substantially improving operational and share price performance during the course of
2025.
Annual bonus / STIP
The annual bonus scheme for the Executive Directors for 2026 is based on the overall performance
of the Group and the meeting of financial and non-financial performance objectives including
profitability measures, safety measures, specific execution of strategic targets, role based. We will
operate the 2026 annual bonus with a scorecard in line with our normal practice with weightings in
line with 2025.
For 2026, the corporate and financial performance objectives will have the following weightings:
40% EBIT, 20% ROCE, 20% HSSE TRIFR, 7.5% sustainability (local employment/ diversity),
5% annualised growth and 7.5% succession and development execution. For all the Executive
Directors, their bonus will be based solely on Group targets.
Long-Term Incentives (LTIP)
For LTIP 1, both Executive Directors will receive an award at 100% of salary with a three-year
performance period. Awards will be subject to two performance targets each covering 50% of the
award: a TSR compound growth condition and an adjusted EPS compound growth performance
condition. For both conditions, the threshold vesting target will be 8% compound annual growth with
a maximum of 15%.
LTIP 2 awards will solely be subject to a TSR compound growth condition. The threshold vesting
target, below which 0% of the awards will vest, will be 15% compound annual growth with full vesting
at 25%.
Awards to Executive Directors will be subject to a two year post vesting holding period.
Non-Executive Remuneration
The Non-Executives are paid a basic fee with additional amounts paid to chair a Board committee,
as well as to the Senior Independent Director to reflect the additional time and responsibility
associated with this role. The base fee has increased to $75,000 with the Committee chair fee
increasing to $20,800 and the Senior NED to $20,800. The 4% increase for each fee reflects
inflation.
Annual General Meeting and shareholder feedback
The Committee welcomes feedback from shareholders on its remuneration.
Corporate Governance Code
Neither malus nor clawback provisions were invoked in the period under review.
The 2024 Corporate Governance Code requires the description of the work of the Committee to
cover a number of specified matters, most of which are covered above.
The Committee believes that the remuneration levels and structure are appropriate in the light of
the Company’s commercial and strategic objectives and the need to attract and retain experienced
and skilled executives. The Remuneration Policy operated as intended in 2025 in terms of company
performance and quantum.
Graphics
Capital Limited
Annual Report 2025
96
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Remuneration Committee Report continued
The Committee has considered the principles of clarity, simplicity, risk management, predictability, proportionality and alignment to culture in developing and managing executive remuneration as reflected
in the table below.
Clarity The Committee is committed to transparency. Information in this report is intended to be disclosed directly,
Simplicity The structure of the Remuneration Policy is unchanged and is commonly used by UK-listed companies. It comprises three elements – salary, annual bonus and long-term
incentive awards which operate simply and in line with market norms.
Risk Management The Committee recognises the risk of target-based plans. It seeks to mitigate risk by imposing limits on variable pay amounts, by having the option to pay half of annual bonus
amounts in shares, through applying malus and clawback provisions to its incentive plans and through the ability of the remuneration committee to exercise certain discretions.
Predictability Variable pay is subject to normal threshold and maximum value or share amounts
Proportionality There is a clear link between individual reward and the delivery of strategy, particularly through the performance targets attached to annual bonus and long-term incentive
schemes. The link of remuneration outcomes to long-term performance is primarily through the LTIP which has stretching targets based on EPS and TSR performance.
Alignment to culture The Remuneration Policy is designed to ensure that successful long-term partnership with shareholders delivers good rewards to the Executive Directors, the senior leadership
team and the workforce as a whole.
Approval
This report has been prepared by the Remuneration Committee and approved by the Board of Directors on 19 March 2026, and signed on its behalf by:
Michael Rawlinson
Chair of Remuneration Committee
Graphics
Capital Limited
Annual Report 2025
97
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Health, Safety, Social and Environmental (HSSE) Committee Report
Chair’s introduction
At Capital we have an uncompromising
commitment to the occupational health and
safety of our employees. We operate in many
diverse, remote and often difficult locations,
and our employees’ wellbeing, regardless of
where we work, is paramount. I am pleased to
present the work of the Health, Safety, Social
and Environmental (HSSE) Committee Report
for the year.
The Committee oversees the Group’s
HSSE performance, monitoring targets
and performance on a quarterly basis and
reviewing both leading and lagging indicators,
as well as mitigating actions or initiatives that
reinforce our staunch focus on safety. In 2025,
the Committee received updates on priority
HSSE focus areas, including ongoing training
initiatives, findings from incident investigations,
and safety culture programmes. Feedback
was provided on any high potential incidents
(HPI) programmes, including an overview of
root causes, lessons learned, and subsequent
actions.
The Group’s Total Recordable Injury Frequency
Rate (TRIFR) of 1.20 remained within the
approved threshold target, confirming that
overall safety performance remains strong and
in line with our excellent track record.
Many of our sites achieved outstanding safety
records during the year, achieving a Lost Time
Injury Frequency Rate (LTIFR) of 0.08 across the
Group, well below the KPI target of 0.60, with
34 sites across drilling, mining and laboratories
achieving a year without LTIs.
Committee membership
and attendance
Name Attendance
Alex Davidson (Chair) 4/4
Catherine (Cassie) Boggs 4/4
Brian Rudd
1
3/4
1. Brian Rudd was required to travel to site on Capital
business at short notice leading to his one recorded
absence.
Alex Davidson
Chair of the Health, Safety, Social
(HSSE) Committee
See my Biography | Page 61
Safety performance driven
by leadership
Key activities during the year
• Review of health, safety, social and
environmental (HSSE) statistics,
trends, and incidents, including:
Quarterly, biannual and annual
performance overview which includes
TRIFR, LTIFR, HPI FR.
• Reviewing high potential incidents,
learnings and key actions taken.
• Agree strategic HSSE priorities for
2025 and reviewing progress, this
included updates on the following:
– Delivery of training and capability
development, with employees
completing or progressing through
internationally recognised drilling
and safety qualifications.
– Critical control verification
programme.
– KPI reporting platform roll out for
improved visibility on performance
and incidents for each site.
• Oversight of HPI programmes such
as visible leadership, effective hazard
communication, risk management and
external certification training
• Oversight of security risks for key
geographies.
• Endorsement of the risk-based HSSEQ
improvement plan for 2025 focussed on
supervision, competency, induction and
hazard elimination.
Graphics
Capital Limited
Annual Report 2025
98
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
In 2026, we are focusing on eliminating repeat
injuries and strengthening the supervision-
driven and risk based execution at sites. This
will include:
• Increasing frontline supervision and
leadership presence in the field with a
stronger focus on coaching.
• Improved early warning and learning signals
by strengthening our learnings from near
misses and hazard reporting.
• Stronger focus on site-specific risk
ownership with targeted improvement plans
for sites with recurring injuries.
• Prioritising engineering controls over
procedural fixes.
• Continue to target injury prevention
programs for hand and finger injuries, slips,
trips and lower-limb injuries and repetitive
manual handling tasks.
The Committee maintains oversight of security
risk management, receiving regular reporting
on security conditions, incidents and emerging
threats across all regions. The Committee
is provided with periodic regional security
briefings which include threat and vulnerability
assessments, site-specific security controls and
travel risk management arrangements. With our
presence and ramp up at Reko Diq, Pakistan,
the Committee receives monthly security
updates, monitoring the level of risk, controls in
place and residual exposure.
Our Group HSSE Manager, reporting to Brian
Rudd, Executive Director, prepares meeting
content for review by the Committee and meets
with the Chair of the HSSE Committee as
required.
During the year under review, other attendees
also included: The Group Sustainability
Manager, and the Executive Chair.
The Committee meets at least four times a year.
The Chair of Sustainability and Chair of HSSE
are members of both Committees to ensure
consistency and continuity for any related
discussions applicable to both Committees.
The secretary of the Committee is the Company
Secretary.
The Committee’s Charter was reviewed and re-
approved during the year. Further details of the
Committee’s responsibilities can be found on
the Company’s website.
Role of the Committee
• Responsible for formulating and
recommending to the Board a policy on
health, safety, social and environmental
issues related to the Group’s operations.
• Focuses on compliance with applicable
standards to ensure that an effective system
of health, safety, social and environmental
standards, procedures and practices is in
place at each of the Group’s operations.
• Responsible for reviewing management’s
investigation of incidents or accidents
that occur and to assess whether
policy improvements are required.
Committee members take soundings
from the workforce in connection with this
responsibility.
Whilst the HSSE Committee is expected
to make recommendations, the ultimate
responsibility for establishing the Group’s
health, safety, social and environmental policies
remains with the Board.
Approval
This report was approved by the Board of
Directors on 19 March 2026 and signed and
approved on its behalf by:
Alex Davidson
Chair of the Health, Safety, Social (HSSE) Committee
We have an
uncompromising
commitment to the
occupational health and
safety of our employees.”
Alex Davidson
Chair of the Health, Safety, Social (HSSE)
Committee
Health, Safety, Social and Environmental (HSSE) Committee Report continued
Graphics
Capital Limited
Annual Report 2025
99
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Investment Committee Report
Role of the Committee
Formally inaugurated in early 2022 for the
Company’s investments arm, Capital DI Limited.
• Monitoring existing investments for
performance and strategic alignment, as
well as evaluating new opportunities
• Ensuring a rigorous and disciplined
investment process is undertaken
with extensive due diligence (including
commercial and technical) on potential
investment opportunities
• Ensuring that the investments satisfy a
number of criteria including:
– Strategic alignment with Capital’s
operations
– Stand-alone investment case
– Potential for arms length commercial
services contract
A copy of the Committee’s charter can be
found on the website at capdrill.com/investors/
corporate-governance.
Further information on Capital Investments
returns, concentrated portfolio and Investment
Strategy can be found on page 25.
Alex Davidson
Chair of the Investment Committee
Committee membership
and attendance
Name Attendance
Alex Davidson (Chair) 2/2
Michael Rawlinson 2/2
Jamie Boyton 2/2
Conor Rowley
1
2/2
1. Non-Board Member: Mr Rowley is GM – Commercial
Alex Davidson
Chair of the Investment Committee
See my Biography | Page 61
At 31 December 2025, the
portfolio stood at $97.5
million
Key activities during the year
The Investment Committee continues
to screen the market for opportunities
but remains selective, with the portfolio
focused on a select few key holdings, with
WIA Gold, Asara Resources and Apollo
Minerals comprising the majority of our
investments.
The investment portfolio achieved a
$66.0 million gain during the year and, at
31 December 2025, the portfolio stood at
$97.5 million
1
.
The investment
portfolio achieved a
$66.0 million gain
during the year.”
Alex Davidson
Chair of the Investment Committee
1. Investment portfolio as per Statement of Financial
Position of $99.8m less Capital Innovation
investments of $2.3m
Graphics
Capital Limited
Annual Report 2025
100
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Directors’ Responsibilities Statement
The Directors are responsible for preparing the
Annual Report and the Consolidated Financial
Statements in accordance with applicable laws
and regulations.
The Directors are required to prepare
Consolidated Financial Statements for each
financial year presenting fairly, in all material
respects, the Group’s state of affairs at the end
of the year and the profit or loss for the year, in
accordance with IFRSs issued by the IASB. The
Directors must not approve the accounts unless
they are satisfied that they are presenting fairly
in all material respects the state of affairs of the
Group and of the profit or loss of the Group for
that period.
In preparing the Consolidated Financial
Statements, the Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and accounting estimates
that are reasonable and prudent;
• state whether they have been prepared
in accordance with IFRSs, subject to
any material departures disclosed and
explained; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group will
continue in business
The Directors are responsible for keeping
proper accounting records that are sufficient
to show and explain the Group’s transactions
and disclose with reasonable accuracy the
financial position of the Group and to ensure
that the Consolidated Financial Statements
comply with provisions of the Companies Act
1981 of Bermuda (as amended). They are also
responsible for safeguarding the assets of the
Group and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate and
financial information included on the Company’s
website. Legislation in Bermuda and the
United Kingdom governing the preparation and
dissemination of Consolidated Annual Financial
Statements may differ from legislation in other
jurisdictions. The Directors are responsible for
preparing the Annual Report in accordance
with applicable law and regulations. Having
taken advice from the Audit Committee, the
Directors consider that the Annual Report and
the Consolidated Financial statements, taken
as a whole, provides the information necessary
to assess the Group and Group’s performance,
business model and strategy and are fair,
balanced and understandable.
Corporate Governance Statement
The Corporate Governance Statement on page
71 forms part of this report.
Directors’ responsibilities (DTR 4)
In accordance with Chapter 4 of the Disclosure
and Transparency Rules issued by the FCA in
the UK, the Directors confirm to the best of their
knowledge:
• the Consolidated Financial Statements have
been prepared in accordance with IFRSs
and give a true and fair view of the assets,
liabilities, financial position and profit or loss
of the Group; and
• the Annual Report includes a fair review of
the development and performance of the
business and the financial position of the
Group, together with a description of the
principal risks and uncertainties.
Going concern
The activities of the Group, together with
factors likely to affect its future development,
performance, the financial position of the
Group, its cash flows, liquidity position and
borrowing facilities are described in the
Executive Chair’s Statement and CFO’s Review
on pages 6 to 8 and 27 to 29 respectively.
We describe in Note 33 to the Consolidated
Financial Statements on pages 146 to 150 the
Group’s objectives, policies and processes for
managing its capital, financial risk management
objectives, details of financial instruments and
exposures to credit and liquidity risk. Although
not assessed over the same period as the going
concern, the viability of the Group has been
assessed on page 34.
For the going concern period to 30 June 2027,
the Group has prepared cash flow forecasts for
a base case operating scenario, which shows
that the Group has sufficient cash and liquidity,
and does not breach covenants at any point
during the going concern period. The Group
has then performed reverse stress testing on
the cash flow forecasts by modelling reductions
in Adjusted EBITDA to identify the point at
which the Group’s financial covenants would
be breached. This analysis indicates that the
first covenant breach would occur if Adjusted
EBITDA immediately declined by approximately
48% and remained at that level thereafter.
The Directors consider this scenario to be highly
unlikely and note that the analysis excludes any
operational responses, including equipment
redeployment across the Group’s operations.
The reverse stress testing is undertaken prior to
application of any mitigating actions. The Group
has a range of measures that would provide
additional headroom in a downside scenario.
These include, among others, liquidation of the
investment portfolio, reductions in inventory
levels and capital expenditure, renegotiation of
creditor payment terms and adjustments to the
dividend pay-out policy.
The Directors believe that the Group is
well placed to manage its business risks
successfully. The Directors consider it
appropriate to adopt the going concern basis of
accounting in preparing this Annual Report and
the Consolidated Financial Statements.
Fair, balanced and understandable
The Directors, as at the date of this report,
consider that the Annual Report and Annual
Financial Statements taken as a whole is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position, performance,
business model and strategy, as well as the
principal risks and uncertainties which could
affect the Group’s performance.
Auditors
As far as each of the Directors are aware at the
time this report was approved:
• there is no relevant audit information of
which the auditors are unaware; and
• they have taken all steps that ought to have
been taken to make themselves aware
of any relevant audit information and to
establish that the auditors are aware of that
information.
On behalf of the Board
Jamie Boyton
Executive Chair
Graphics
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Capital Limited
Annual Report 2025
101
Financial
Statements
102 Independent Auditor’s Report
109 Consolidated Statement of Profit or Loss and
Other Comprehensive Income
110 Consolidated Statement of Financial Position
112 Consolidated Statement of Changes in Equity
113 Consolidated Statement of Cash Flows
114 Notes to the Consolidated Financial Statements
Graphics
Capital Limited
Annual Report 2025
102
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited
Report on the audit of the financial statements
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s affairs as at
31 December 2025 and of the Group’s profit and cash flows for the year then ended; and
• the financial statements have been properly prepared in accordance with International Financial
Reporting Standards (‘IFRS’) issued by the International Accounting Standards Board (‘IASB’).
We have audited the financial statements of Capital Limited (the ‘Parent Company’) and its
subsidiaries (together the ‘Group’) for the year ended 31 December 2025 which comprise of the
following:
• The Consolidated Statement of Profit or Loss and Other Comprehensive Income
• The Consolidated Statement of Financial Position
• The Consolidated Statement of Changes in Equity
• The Consolidated Statement of Cash Flows
• Notes to the consolidated financial statements
• Material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and
IFRS issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to
the Group and we remain independent of the Group in conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of
the Directors’ assessment of the Group’s ability to continue to adopt the going concern basis of
accounting included:
• We assessed the availability of cash and liquidity throughout the period to 30 June 2027, and
we also considered additional liquidity options available to the Directors that were not included
within the Directors’ forecasts, in particular the potential cash impact of the sale of the Group’s
listed investment portfolio if required.
• Discussion of the continued impact of global conflicts and inflationary pressures with the
Directors and the Audit Committee, including their assessment of risks and uncertainties
associated with the Group’s customers, workforce and commodity market prices. We assessed
this against our own views of the risks based on our understanding of the business, the mining
sector and the business’ performance in the 2025 financial year.
• We obtained the Directors’ cash flow forecasts covering the period to 30 June 2027 and
challenged the key assumptions in the forecasts. We checked that the Directors had considered
appropriate risks and uncertainties in the preparation of the cash flow forecasts based on our
assessment of the risks and uncertainties relating to the business.
• We tested the mathematical accuracy and integrity of the forecast models and assessed their
consistency with approved budgets.
• We obtained and reviewed the Directors’ reverse stress test analysis, performed to determine
the point at which a deterioration of EBITDA would result in a covenant breach and without
further mitigation would potentially impact the going concern of the business. Our consideration
included an assessment of whether the reverse stress test analysis appropriately reflected the
key risks and uncertainties to which the models were sensitive, and we challenged the nature
and feasibility of the mitigating actions available to the business identified by the Directors.
• We obtained new and revised financing agreements entered into by the Group after the year
end, to check the facility terms and their impact on the going concern assessment.
• We assessed the covenants at year end to check if the Group was compliant under the terms of
the financing agreements.
• We evaluated forecast covenant compliance and headroom calculations with reference to the
covenants stated in the relevant financing agreements.
• We reviewed the adequacy of disclosures in the financial statements in respect of going concern
with reference to the Directors’ going concern assessment, the cash flow forecasts and reverse
stress test analysis, and our understanding of the business.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the Group’s
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue. However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.
Graphics
Capital Limited
Annual Report 2025
103
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in
the financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters Appropriateness of revenue recognition – also a key audit matter in the
prior year.
Materiality Group financial statements as a whole
$1.5m based on 5% of the Group’s 3-year average adjusted profit before
tax (2024: $2m based on 5% of the Group’s 3-year average adjusted
profit before tax).
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the
applicable financial reporting framework and the Group’s system of internal control. We identified
and assessed the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional judgement to focus our
audit procedures on the areas that posed the greatest risks to the group financial statements. We
continually assessed risks throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in order to provide a basis
for our opinion.
Components in scope
As at 31 December 2025, the Group comprises 84 (2024: 82) legal entities. As part of performing
our Group audit, we have determined 84 components in total (2024: 82), which are all made up of
legal entities.
In determining components, we have considered how components are organised within the Group,
the commonality of control environments, the legal and regulatory framework, and the level of
aggregation associated with individual entities. Whilst there is relative commonality of controls
across the Group, differences in jurisdictional risk and the legal and regulatory frameworks under
which the entities operate prevents the further amalgamation of components.
As part of performing our Group audit, we determined the components in scope having considered
our risk assessment of the Group. We identified 3 (2024: 3) Scope 1 components which contained
the largest percentages of total revenue of the Group. Additionally, having considered qualitative
and quantitative factors, we selected 19 (2024: 24) components with accounts and disclosures
contributing to the specific risks of material misstatement of the Group financial statements.
For components in scope, we used a combination of risk assessment procedures and further audit
procedures to obtain sufficient appropriate evidence. These further audit procedures included:
• procedures on the entire financial information of the component, including performing
substantive procedures; and
• procedures on one or more classes of transactions, account balances or disclosures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component
level that included the following:
Number of components
2025 2024
Scope 1 – Audit procedures on entire financial information of the component 3 3
Scope 2 – Audit procedures on one or more classes of transactions, account
balances or disclosures 19 24
As part of performing our Group audit, we have determined the components in scope as follows:
Scope 1 – Comprises the Group’s significant operational subsidiaries in Egypt, Tanzania and
Mauritius (2024: Egypt, Tanzania and Mali).
Scope 2 – Comprises the Group’s subsidiaries in Canada, Ivory Coast, Democratic Republic of
Congo, Gabon, Mali, Mauritius, Pakistan, Tanzania, USA, Zambia, Guinea, Saudi Arabia, Cayman
Islands and the Parent Company in Bermuda (2024: Gabon, Guinea, Ivory Coast, Zambia, Mauritius,
Cayman Islands, Tanzania, USA, UK, Australia, Pakistan, Egypt, Democratic Republic of Congo,
Ghana, Guyana, Mauritania, Canada, and the Parent Company in Bermuda).
Graphics
Capital Limited
Annual Report 2025
104
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
Procedures performed centrally
The group operates a centralised IT function that supports IT processes for certain components.
This IT function is subject to specified risk-focused audit procedures, predominantly the testing of
the design and implementation of the relevant IT general controls and IT application controls.
Locations
Capital Limited’s operations are spread over a number of different geographical locations. Our
teams visited and conducted procedures in Capital Limited’s locations in Egypt, Tanzania, Mauritius
and Pakistan.
In addition, our teams worked remotely, holding calls and video conferences with Capital Limited,
and with digital information obtained from Capital Limited.
Changes from the prior year
Scope 1 – A subsidiary in Mauritius is determined as a Scope 1 component. while the subsidiary in
Mali is no longer determined as a Scope 1 component in the current year.
Scope 2 – Subsidiaries in Saudi Arabia and Mali are determined as Scope 2 components, whilst
subsidiaries in Australia, UK, Egypt, Ghana, Guyana and Mauritania are no longer determined as
Scope 2 components in the current year.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together
with the resources needed to perform this work. These resources included component auditors,
who formed part of the group engagement team. As Group auditor we are solely responsible for
expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on
the significant areas of the group audit relevant to the components based on our assessment of the
group risks of material misstatement. We issued our group audit instructions to component auditors
on the nature and extent of their participation and role in the group audit, and on the Group risks of
material misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding
meetings and calls during various phases of the audit, reviewing component auditor documentation
both in person and remotely and evaluating the appropriateness of the audit procedures performed
and the results thereof.
How Climate change affected the scope of our audit
The Group has determined that the most significant future impact from climate change on its
operations will be from physical shifts in temperature, precipitation, and severe weather events,
increased environmental protection requirements, regulatory changes, and the stability and cost of
energy and water supplies. Our work on the assessment of potential impacts of climate-related risks
on the Group’s operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify
climate-related risks and their potential impacts on the financial statements and adequately
disclose climate-related risks within the annual report; and
• Inspection of the minutes of Board and Audit Committee meetings and other papers related
to climate change and performance of a risk assessment of how the impact of the Group’s
commitment as set out in page 56 may affect the financial statements and our audit.
We challenged the extent to which climate-related risks and opportunities, including the expected
cash flows from the initiatives and commitments have been reflected, where appropriate, in the
Directors’ going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as on page 56 with the
financial statements and with our knowledge obtained from the audit. The management disclosures
on page 56 form part of the “Other Information,” rather than the audited financial statements. Our
responsibilities in relation to the “Other Information” are described in the relevant section of this
report and our procedures on these disclosures therefore consisted solely of considering whether
they are materially inconsistent with the financial statements or our knowledge obtained from the
audit or otherwise appear to be materially misstated.
Graphics
Capital Limited
Annual Report 2025
105
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How the scope of our audit responded to the risk
Appropriateness of revenue
recognition
Refer to Note 1.4.13 for the Group’s
policy on revenue recognition and
Note 3.
The Group’s revenue is primarily generated from drilling and mining services,
and laboratory services. The Group has service contracts with a number of
customers in different geographical locations with varying terms and rates.
As the Group’s revenue is recorded through manual journals, there is a risk
of fictitious revenue being recorded that do not relate to genuine sales to
customers, leading to revenue being overstated.
Due to the above we considered the appropriateness of revenue recognition to
be a key audit matter.
Our procedures included the following:
• For a sample of drilling transactions in the year, we agreed these to invoices, tested the
drilled metres to customer-approved daily drill reports, agreed rates per metre used to
signed contracts, and agreed the invoice amount to cash receipts.
• For a sample of mining transactions in the year, we agreed these to invoices, tested the
volumes moved to customer-approved reports, agreed rates per Bank Cubic Metre used
to signed contracts, and agreed cash receipts.
• For a sample of laboratory mineral analysis transactions in the year, we agreed these to
invoices and agreed the invoice amount to cash receipts.
• We tested journals recorded within revenue, which were selected using specific risk
criteria, to appropriate supporting evidence.
Key observations:
Based on our procedures above, we have not identified any instances where revenue
recognition in the year was inappropriate.
Graphics
Capital Limited
Annual Report 2025
106
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances
of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
2025 2024
Materiality $1.5m $2.0m
Basis for determining materiality 5% of the Group’s 3-year average adjusted profit before tax
Rationale for the benchmark applied We considered 5% of the Group’s 3-year average adjusted profit before tax to be the most appropriate benchmark since this removes the
volatility of the Group’s profitability in recent years and the impact of fair value gains and losses on investments on the underlying profits.
Adjusted profit before tax is also a key measure for the users of the financial statements.
Performance materiality $0.9m $1.4m
Basis for determining performance materiality 62.5% of materiality 70% of materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality was set after considering a number of factors including the expected value of known and likely
misstatements, and management’s attitude towards proposed misstatements.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component
of the Group, based on a percentage of between 12% and 90% (2024: 17% and 79%) of Group
performance materiality dependent on a number of factors including the size of the component and
our assessment of the risk of material misstatement of those components. Component performance
materiality ranged from $0.1m to $0.8m (2024: $0.2m to $1.1m).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of $30k (2024: $40k). We also agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Graphics
Capital Limited
Annual Report 2025
107
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
Corporate governance statement
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate Governance Statement relating to the
Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements, or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 100;
• The Directors’ explanation as to their assessment of the Group’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 34; and
• The Directors’ statement on whether they have a reasonable
expectation that the Group will be able to continue in operation and
meet its liabilities set out on page 100.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on
page 100;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 34;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out
on page 75; and
• The section describing the work of the audit committee set out on
page 72.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Group and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management, in-house legal counsel, and the Audit Committee; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with
laws and regulations
we considered the significant laws and regulations to be the Bermuda Companies Act 1981, the UK
Listing Rules, IFRS issued by the IASB, the Bribery Act 2010, tax legislation, and employment laws.
The Group is also subject to laws and regulations where the consequence of non-compliance could
have a material effect on the amount or disclosures in the financial statements, for example through
the imposition of fines or litigations. We identified such laws and regulations to be tax legislation.
Our procedures in respect of the above included:
• Enquires of management, in-house legal counsel and the Audit Committee of the existence of
any actual or potential litigations and claims;
• Inspection of minutes of meetings of the Board and Audit Committee meetings for any instances
of non-compliance with laws and regulations;
• Review of correspondences with regulatory and tax authorities for any instances of non-
compliance with laws and regulations;
• Evaluation of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Graphics
Capital Limited
Annual Report 2025
108
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Independent Auditors Report to the Members of Capital Limited continued
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• Enquiry with management, the Audit Committee, and in-house legal counsel regarding any
known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of Board and Audit Committee Meetings for any known or
suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the
financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial
statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be
management override of controls through inappropriate journal entries, improper revenue
recognition through journals, and bias in key estimates and judgements.
Our procedures in respect of the above included:
• For a sample of journals entries throughout the year that met defined risk criteria, we obtained
supporting documentation and evidence for the business rationale of these transactions;
• Performing a detailed review of the Group’s year end adjusting entries and investigated any that
appear unusual as to the nature or amount and agreeing to supporting documentation;
• Testing a sample of revenue entries to supporting documentation, including testing the
appropriateness of revenue transactions in the period before and after year end;
• Identifying areas at risk of management bias and reviewing significant estimates and
judgements applied by management in the financial statements to assess their appropriateness;
and
• Agreeing the financial statement disclosures to underlying supporting documentation, and
review of component auditors’ working papers in so far as they related to the financial statement
disclosures.
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members including component auditors who were all deemed to have
appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit. For component auditors, we also
reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in
the audit procedures performed and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with
Section 90 of the Bermuda Companies Act 1981. Our audit work has been undertaken so that we
might state to the Parent Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
BDO LLP
Chartered Accountants
London, UK
19 March 2026
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Graphics
Capital Limited
Annual Report 2025
109
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025
Note(s)
2025
$’000
As restated
2024
1
$’000
Continuing operations
Revenue 3 345,775 348,000
Cost of sales 4 (196,451) (204,554)
Gross profit 149,324 143,446
Administration expenses (including exceptional items) 5 (58,726) (56,945)
Depreciation, amortisation and impairments 6 (44,031) (48,562)
Operating profit 46,567 37,939
Interest income 47 38
Dividend income 2,217 –
Finance costs 7 (15,432) (16,741)
Realised and unrealised fair value gain on financial assets 8 65,993 12,097
Share of loss and impairment of investment in associate 9 (5,849) (387)
Profit before taxation 93,543 32,946
Taxation 10 (22,556) (15,949)
Profit for the year and other comprehensive income 70,987 16,997
Profit and other comprehensive attributable to:
Owners of the parent 69,354 15,994
Non-controlling interest 25 1,633 1,003
70,987 16,997
Earnings per share
Basic earnings per share (c) 11 34.86 8.20
Diluted earnings per share (c) 11 33.98 8.18
1. See note 38 for details of prior year restatement


Graphics
Capital Limited
Annual Report 2025
110
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Note(s)
2025
$’000
As restated
2024
1
$’000
ASSETS
Non-Current Assets
Property, plant and equipment 13 241,978 240,969
Right-of-use assets 14 36,271 32,062
Goodwill 15 1,296 1,296
Intangible assets 16 884 794
Other receivables 19 13,244 10,790
Investment in associate 9 503 6,300
Total non-current assets 294,176 292,211
Current Assets
Inventories 17 64,777 61,912
Trade receivables 18 52,288 60,226
Other receivables 19 53,955 27,116
Investments at fair value 20 99,801 30,304
Current tax receivables 30 1,789 505
Deferred tax 27 714 –
Cash and cash equivalents 21 63,376 40,526
Total current assets 336,700 220,589
Total assets 630,876 512,800
EQUITY AND LIABILITIES
EQUITY
Equity Attributable to Equity Holders of Parent
Share capital 22 23 20
Share premium 22 103,499 64,719
Equity-settled employee benefits reserve 5,279 3,972
Other reserve 24 190 190
Retained income 266,742 200,959
Equity attributable to owners of the parent 375,733 269,860
Non-controlling interest 25 12,957 11,813
Total equity 388,690 281,673
1. See note 38 for details of prior year restatement
Consolidated Statement of Financial Position
As at 31 December 2025

Graphics
Capital Limited
Annual Report 2025
111
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Note(s)
2025
$’000
As restated
2024
1
$’000
LIABILITIES
Non-Current Liabilities
Loans and borrowings 26 76,275 86,925
Lease liabilities 14 24,678 22,226
Deferred tax 27 - 3,195
Trade and other payables 28 5,004 7,511
Total non-current liabilities 105,957 119,857
CURRENT LIABILITIES
Trade and other payables 28 92,886 60,608
Provisions 29 203 203
Current tax payable 30 13,188 10,640
Loans and borrowings 26 18,541 28,259
Lease liabilities 14 11,411 11,560
Total current liabilities 136,229 111,270
Total liabilities 242,186 231,127
Total equity and liabilities 630,876 512,800
1. See note 38 for details of prior year restatement.
Consolidated Statement of Financial Position continued
As at 31 December 2025


Graphics
Capital Limited
Annual Report 2025
112
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital
$’000
Share premium
$’000
Total share
capital $’000
Other reserve
$’000
Equity settled
employee
benefits reserve
$’000
Total Reserves
$’000
Retained
income $’000
Total
attributable
to the equity
holders of
the Group /
Company $’000
Non-controlling
interest $’000
Total equity
$’000
Balance at January 1, 2025 20 64,719 64,739 190 3,972 4,162 200,959 269,860 11,813 281,673
Profit for the year – – – – – – 69,354 69,354 1,633 70,987
Total comprehensive income for the year – – – – – – 69,354 69,354 1,633 70,987
Issues of shares 3 38,780 38,783 – (533) (533) – 38,250 – 38,250
Recognition of share-based payments – – – – 3,089 3,089 – 3,089 – 3,089
Transfer of share-based payment reserve on lapse of
options – – – – (1,249) (1,249) 1,249 – – –
Adjustment arising from change in NCI – – – – – – 300 300 (489) (189)
Dividends – – – – – – (5,120) (5,120) – (5,120)
Total contributions by and distributions to owners
of company recognised directly in equity 3 38,780 38,783 – 1,307 1,307 (3,571) 36,519 (489) 36,030
Balance at December 31, 2025 23 103,499 103,522 190 5,279 5,469 266,742 375,733 12,957 388,690
Balance at January 1, 2024 as previously reported 19 62,390 62,409 190 5,763 5,953 195,515 263,877 9,270 273,147
Adjustment – prior period – – – – – – (394) (394) – (394)
Balance at 1 January 2024 as restated
1
19 62,390 62,409 190 5,763 5,953 195,121 263,483 9,270 272,753
Profit for the year – – – – – – 15,994 15,994 1,003 16,997
Total comprehensive income for the year – – – – – – 15,994 15,994 1,003 16,997
Issues of shares 1 2,329 2,330 – (2,330) (2,330) – – – –
Recognition of share-based payments – – – – 539 539 – 539 – 539
Impact on subsidiary rights issue – – – – – – – – 719 719
Adjustment arising from change in non-controlling interest – – – – – – (2,502) (2,502) 853 (1,649)
Dividends – – – – – – (7,654) (7,654) (32) (7,686)
Total contributions by and distributions to owners
of company recognised directly in equity 1 2,329 2,330 – (1,791) (1,791) (10,156) (9,617) 1,540 (8,077)
Balance at December 31, 2024 20 64,719 64,739 190 3,972 4,162 200,959 269,860 11,813 281,673
1. See note 38 for details of prior year restatement


Graphics
Capital Limited
Annual Report 2025
113
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Note(s)
2025
$’000
2024
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 31.1 107,943 90,133
Interest income received 47 38
Finance costs paid (11,617) (12,097)
Interest paid on lease liabilities (3,272) (3,067)
Tax paid 30 (19,514) (11,282)
Net cash from operating activities 73,586 63,725
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (17,820) (34,469)
Proceeds from sale of property, plant and equipment 867 300
Purchase of intangible asset and cloud computing arrangements (1,660) (2,352)
Purchase of investments at fair value (8,198) (8,480)
Purchase of investment in associate (52) (6,688)
Proceeds from sale of investments at fair value 4,694 37,278
Cash paid advance for property, plant and equipment (16,036) (3,970)
Advance payment on leases (2,305) (1,825)
Proceeds from dividends received 2,217 -
Purchase of convertible loan notes in associate 19 (1,268) -
Net cash used in investing activities (39,561) (20,206)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans and borrowings 31.2 30,000 30,000
Repayment of loans and borrowings 31.2 (64,011) (47,262)
Repayment of principle on leases liabilities (11,786) (10,008)
Arrangement fees paid for new financing (159) (392)
Dividends paid 12 (5,120) (7,686)
Proceeds from issuance of equity to non-controlling interests – 719
Purchase of shares from non-controlling interest (189) (1,603)
Proceeds from issue of shares 38,249 –
Net cash used in financing activities (13,016) (36,232)
Total cash movement for the year 21,009 7,287
Cash at the beginning of the year 21 40,526 34,366
Effect of exchange rate movement on cash balances 1,841 (1,127)
Total cash at the end of the year 21 63,376 40,526


Graphics
Capital Limited
Annual Report 2025
114
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
CORPORATE INFORMATION
Capital Limited (the “Company”) is incorporated in Bermuda.
The Company and its subsidiaries
(the “Group”) provide drilling, mining (load and haul), mineral assaying and surveying services. The
Group also has a portfolio of investments in listed and unlisted exploration and mining companies.


During the year ended 31 December 2025, the Group provided a complete range of drilling, mining,
maintenance and geochemical laboratory solutions to customers within the global mining industry.
The Company’s services include exploration, delineation and production drilling; load and haul
services; maintenance; and geochemical analysis. The Group’s corporate headquarters are in the
United Kingdom and its registered office is located in Bermuda; and it has established operations in
Canada, Côte d’Ivoire, Democratic Republic of Congo, Egypt, Gabon, Ghana, Guinea, Kenya, Mali,
Mauritania, Pakistan, Saudi Arabia, Tanzania, United States of America and Zambia.









The principal accounting policies applied in the preparation of the Group’s Annual Financial
Statements are set out below. The policies have been consistently applied to all the years
presented, unless otherwise stated.
The Group Annual Financial Statements are presented in United States Dollars, which is also the
Group’s functional currency. Amounts are rounded to the nearest thousand, unless otherwise stated.
The Group Annual Financial Statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

The preparation of financial statements in compliance with IFRS requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgment in applying the
Group’s accounting policies. The areas where significant judgments and estimates have been made
in preparing the financial statements and their effect are disclosed in Note 2.
Where additional information has been presented in the current year Annual Financial Statements,
the prior year amounts have been presented to be consistent with the presentation in the current
year.
Material prior period errors are corrected retrospectively in accordance with IAS 8 – Accounting
Policies, Changes in Accounting Estimates and Errors. Comparative information for prior periods
is restated to reflect the correction of the error. Where the error occurred before the earliest period
presented, the opening balances of assets, liabilities and equity for that period are restated. The
nature of the prior period error and the impact on the financial statements are disclosed in the
relevant notes.
The Group Annual Financial Statements have been prepared on the historical cost basis except for
certain financial instruments which are measured at fair value.
1.1 New standards, interpretations and amendments effective from 1 January 2025
The following amendments are effective for the period beginning 1 January 2025:
• Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign
Exchange Rates);
• Illustrative examples on reporting uncertainties in financial statements.
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting
periods beginning on or after 1 January 2025. These amendments had no effect on the consolidated
financial statements of the Group.
Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign
Exchange Rates)
On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of
Changes in Foreign Exchange Rates (the Amendments). The Amendments introduce requirements
to assess when a currency is exchangeable into another currency and when it is not. The
Amendments require an entity to estimate the spot exchange rate when it concludes that a currency
is not exchangeable into another currency.
These amendments had no effect on the consolidated financial statements of the Group.
Illustrative examples on reporting uncertainties in financial statements
On 28 November 2025, the IASB issued Disclosures about Uncertainties in the Financial Statements
– Illustrative examples, which amended multiple IFRS Accounting Standards to include illustrative
examples demonstrating how companies can apply IFRS Accounting Standards when reporting the
effects of uncertainties in their financial statements. The illustrative examples are accompanying
materials to IFRS Accounting Standards and do not have an effective date. The IASB had issued
a near-final staff draft of the illustrative examples in July 2025. The Group has considered these
illustrative examples in its preparation of the consolidated financial statements and no additional
disclosures or changes in presentation were considered necessary.
These amendments had no effect on the consolidated financial statements of the Group.












Graphics
Capital Limited
Annual Report 2025
115
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued



1. BASIS OF PREPARATION CONTINUED
1.2 Standards and interpretations not yet effective
There are a number of standards, amendments to standards and interpretations which have been
issued by the IASB that are effective in future accounting periods that the Group has decided not to
adopt early.
Standard/Interpretation Effective Date Years beginning on or after Expected Impact
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7) January 1, 2026 The Group is currently assessing the impact of these new accounting standards and amendments
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) January 1, 2026 The Group is currently assessing the impact of these new accounting standards and amendments
IFRS18 Presentation and Disclosure in Financial Statements January 1, 2027 The Group is currently assessing the impact of these new accounting standards and amendments
IFRS19 Subsidiaries without Public Accountability: Disclosures January 1, 2027 The Group is currently assessing the impact of these new accounting standards and amendments


1.3 Going Concern
As at 31 December 2025, the Group had a robust balance sheet with a low debt gearing with equity
of $388.7 million and loans and borrowings of $94.8 million. Cash as at 31 December 2025 was
$63.4 million, with net debt of $31.8 million. As at 31 December 2025, investments at fair value
amounted to $97.51 million which provides additional flexibility as these investments could be
converted into cash.
The amount outstanding on the revolving credit facility as at 31 December 2025 was $59.2 million
and at the year end this loan was due for repayment in April 2027, which falls within the going
concern period to 30 June 2027. The revolving credit facility has since been refinanced in March
2026 with a term loan of $37.5 million, maturing in March 2029, and a revolving credit facility of
$37.5 million, maturing in March 2030.
This balance sheet robustness is underpinned by stable cash flows generated by a diversified
service offering and diversified contract portfolio. Whilst 2025 revenues were down 0.6% from the
prior year, Net Profit After Tax and Adjusted Cash from Operations were up 288.0% and 20.5%,
respectively.
Commercially, the Group commenced a major new mining contract at Reko Diq and MSALABS
achieved record results, both with revenue and divisional net profit. Furthermore, the Group
continues to leverage its strong relationships across the mining sector with contract awards for
grade control drilling services at Montage Gold’s Kone Gold Project in Cote d’Ivoire, a restart of a
waste mining contract at Sukari Gold Mine in Egypt, a waterbore drilling services contract at Reko
Diq in Pakistan as well as several short-term exploration drilling contracts.
For the going concern period to 30 June 2027, the Group has prepared cash flow forecasts for a
base case operating scenario, which shows that the Group has sufficient cash and liquidity, and
does not breach covenants, at any point during the going concern period. The Group has then
performed reverse stress testing on the cash flow forecasts by modelling reductions in Adjusted
EBITDA to identify the point at which the Group’s financial covenants would be breached. This
analysis indicates that the first covenant breach would occur if Adjusted EBITDA immediately
declined by approximately 48% and remained at that level thereafter.
Given the strong market demand from existing high-quality clients and across a large tendering
pipeline and the Group’s increased service diversification, exposure to high-quality mine site
operations and strong relationships with blue-chip customers, the Board considers the probability of
such a scenario to be low and notes that the analysis excludes any operational responses, including
the redeployment of equipment across the Group’s operations.
Furthermore, the reverse stress testing is undertaken prior to the application of any mitigating
actions. The Group has a range of measures available that would provide additional headroom
in a downside scenario. These include, among others, the liquidation of the investment portfolio,
reductions in inventory levels and capital expenditure, the renegotiation of creditor payment terms
and adjustments to the dividend pay-out policy.
Based on its assessment of the forecasts, principal risks and uncertainties and mitigating actions
considered available to the Group in the event of downside scenarios, the Board confirms that
it is satisfied the Group will be able to continue to operate and meet its liabilities as they fall due
over the going concern period to June 2027. Accordingly, the Board has concluded that the going
concern basis in the preparation of the Financial Statements is appropriate and that there are no
material uncertainties that would cast doubt on that basis of preparation.
1 Investment portfolio as per Statement of Financial Position of $99.8m less Capital Innovation investments of $2.3m






Graphics
Capital Limited
Annual Report 2025
116
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information
1.4.1 Consolidation
Basis of consolidation
The consolidated Annual Financial Statements incorporate the Annual Financial Statements of the
Company and all subsidiaries and associates. Subsidiaries are entities (including structured entities) which
are controlled by the Group. Associates are entities over which the Group has significant influence.
The Company controls an investee if all three of the following elements are present: power over
the investee, exposure to variable returns from the investee and the ability of the investor to use its
power to affect those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The results of subsidiaries and associates are included in the consolidated Annual Financial
Statements from the effective date of acquisition to the effective date of disposal.
Adjustments are made when necessary to the Annual Financial Statements of subsidiaries to bring
their accounting policies in line with those of the Group.
All inter-company transactions, balances and unrealised gains on transactions between group
companies are eliminated in full on consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
1.4 Material Accounting Policy Information
1.4.1 Consolidation
Basis of consolidation
Non-controlling interests (NCI) in the net assets of consolidated subsidiaries are identified and
recognised separately from the Group’s interest therein and are recognised within equity. Losses of
subsidiaries attributable to NCI are allocated to the NCI even if this results in a debit balance being
recognised for the NCI.
Transactions with non-controlling interests that do not result in loss of control are accounted for as
equity transactions and are recognised directly in the Statement of Changes in Equity.
The difference between the fair value of consideration paid or received and the movement in NCI for
such transactions is recognised in equity attributable to the owners of the Company.
Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining
investment is measured to fair value with the adjustment to fair value recognised in profit or loss
as part of the gain or loss on disposal of the controlling interest. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained interest as an associate, joint
venture or financial asset. In addition, any amounts previously recognised in other comprehensive
income in respect of that entity are accounted for as if the Group had directly disposed of
the related assets or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
Business combinations
The Group accounts for business combinations using the acquisition method of accounting.
The cost of the business combination is measured as the aggregate of the fair values of assets
given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable
to the business combination are expensed as incurred, except the costs to issue debt which are
amortised as part of the effective interest and costs to issue equity which are included in equity.
Any contingent consideration is included in the cost of the business combination at fair value as
at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as
a result of the contingent consideration are not affected against goodwill, unless they are valid
measurement period adjustments. Otherwise, all subsequent changes to the fair value of contingent
consideration that is deemed to be an asset, or liability is recognised in either profit or loss or in
other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is
classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition
conditions of IFRS 3 Business Combinations are recognised at their fair values at acquisition date,
except for non-current assets (or disposal groups) that are classified as held for sale in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are recognised at
fair value less costs to sell.
On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are
reclassified where the classification is inappropriate for group purposes.
Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either
at fair value or at the non- controlling interests’ proportionate share in the recognised amounts of
the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are
present ownership interests and entitle their holders to a proportionate share of the entity’s net
assets in the event of liquidation. All other components of non-controlling interests are measured at
their acquisition date fair values unless another measurement basis is required by IFRS.
In cases where the Group held a non-controlling shareholding in the acquiree prior to obtaining
control, that interest is measured to fair value as at acquisition date. The measurement to fair
value is included in profit or loss for the year. Where the existing shareholding was classified as
an available-for-sale financial asset, the cumulative fair value adjustments recognised previously
to other comprehensive income and accumulated in equity are recognised in profit or loss as a
reclassification adjustment.

Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior
to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets
and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is
negative, then the difference is recognised directly in profit or loss.
Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to
be impaired, that impairment is not subsequently reversed.







Graphics
Capital Limited
Annual Report 2025
117
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.1 Consolidation continued
Asset acquisition
In the event of an asset acquisition, the cost of the acquisition is assigned to the individual assets
and liabilities based on their relative fair values. Contingent consideration is accrued for when these
amounts are considered probable and are discounted to present value based on the expected
timing of payment.



Investments 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 recognized 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.
Investments in associates are assessed for impairment under IAS 28 and IAS 36, with indicators
reviewed at each reporting date and recoverable amount determined when impairment triggers
exist. Any shortfall between recoverable amount and carrying value is recognised as an impairment
loss, which is reversed only when supported by subsequent increases in recoverable amount.


1.4.2 Property, plant and equipment
Property, plant and equipment are tangible assets which the Group holds for its own use or for
rental to others and which are expected to be used for more than one year.
An item of property, plant and equipment is recognised as an asset when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably.
Property, plant and equipment is initially measured at cost. Cost includes all of the expenditure
which is directly attributable to the acquisition or construction of the asset, including the
capitalisation of borrowing costs on qualifying assets.
Depreciation of an asset commences when the asset is available for use as intended by
management. Depreciation is charged to write off the asset’s carrying amount over its estimated
useful life to its estimated residual value, using a method that best reflects the pattern in which
the asset’s economic benefits are consumed by the Group. Leased assets are depreciated in a
consistent manner over the shorter of their expected useful lives and the lease term. Depreciation
is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount.
Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale
or derecognised.
Depreciation is recognised in profit or loss so as to write-off the cost of assets, less their residual
values, over their expected useful lives using the straight-line method.
For Heavy Mining Equipment (HME), equipment hours are most closely linked with the economic
benefits of the asset. On this basis, the unit of production method using equipment hours is the
preferred method of depreciation for HME.
No depreciation is charged on land owned by the Group.
The useful lives of items of property, plant and equipment have been assessed as follows:
Item Depreciation method Average useful title
Land Not depreciated Indefinite
Buildings Straight line 25 years
Drilling rigs Straight line 5–20 years
Associated drilling equipment Straight line 2–7 years
Heavy mining equipment Production hours 6,000–80,000 hours
Motor vehicles Straight line 4–7 years
Camp and associated equipment Straight line 3–5 years
Leasehold improvements Straight line 10 years
The residual value, useful life and depreciation method of each asset are reviewed at the end of
each reporting year. During 2025 management assessed these metrics again and concluded that
the residual values and estimated useful lives had not changed during the year.
There have been no changes to the depreciation methods of assets during the year. If the
expectations differ from previous estimates, the change is accounted for prospectively as a change
in accounting estimate.


Impairment tests are performed on property, plant and equipment when there is an indicator that
they may be impaired. When the carrying amount of an item of property, plant and equipment is
assessed to be higher than the estimated recoverable amount, an impairment loss is recognised
immediately in profit or loss to bring the carrying amount in line with the recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its continued use or disposal. Any gain or loss arising from the




Graphics
Capital Limited
Annual Report 2025
118
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.2 Property, plant and equipment continued
derecognition of an item of property, plant and equipment, determined as the difference between
the net disposal proceeds, if any and the carrying amount of the item, is included in profit or loss
when the item is derecognised.
Where an item of property, plant and equipment consists of several significant components,
management recognises the components separately from the parent asset and assigns a
depreciation rate that represents the expected useful of the component.
Capital spares
Capital spare parts and servicing equipment relates to items that can only be used in connection
with specific items of property, plant and equipment and are expected to be used for more than one
year. They are measured at the lower of cost and net realised value. The cost of capital spare parts
comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the
capital spare parts to their present location and condition.
Depreciation of capital spares commences when the asset has been installed and is capable of
being used. The depreciation charge is based on the expected useful life of the spare while it is
being used, which may be shorter than the useful life of the asset to which it relates. When the
spare is itself replaced, the asset is derecognised.
Refer to Note 1.4.8 for inventories that are regularly used or replaced, usually as part of a general
replacement programme.


1.4.3 Intangible assets
Intangible assets are initially recognised at cost.
Intangible assets are carried at cost less any accumulated amortisation and any impairment losses.
For intangible assets, amortisation is provided on a straight-line basis over their useful life once the
development of the software has been completed.
The amortisation period and the amortisation method for intangible assets are reviewed annually.
Reassessing the useful life of an intangible asset with a finite useful life after it was classified
as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for
impairment and the remaining carrying amount is amortised over its useful life.
Amortisation is provided to write down the intangible assets, on a straight-line basis, to their
residual value as follows:
Item Depreciation method Average useful title
Computer software Straight line 10 years


1.4.4 Cloud Computing arrangements
The Group has a number of contracts for Software as a Service (“SaaS”) Cloud Computing
Arrangements. These contracts permit the Group to access vendor-hosted software and platform
services over the term of the arrangement. The Group does not control the underlying assets in
these arrangements and costs are expensed as incurred.
The Group also incurs implementation costs in respect of these contracts. Implementation costs
are capitalised as intangible assets where costs meet the definition and recognition criteria of an
intangible asset under IAS 38. Such costs typically relate to software coding which is capable of
providing benefit to the Group on a standalone basis. Other implementation costs primarily relate to
the configuration and customisation of the Cloud software solution and are assessed to determine
whether the implementation activity relating to these costs is distinct from the Cloud Arrangement,
in which case costs are expensed as the activity occurs. If the configuration and customisation
costs relate to activity which is integral to the Cloud Arrangement such that the activity is received
over the term of the Cloud Arrangement, costs are recognised as a prepayment and expensed over
the expected eight-year term of the Cloud Arrangement as determined by management.
1.4.5 Financial instruments
Financial instruments held by the Group are classified in accordance with the provisions of IFRS 9
Financial Instruments. Broadly, the classification possibilities, which are adopted by the Group, as
applicable, are as follows:
Financial assets which are equity instruments:
• Mandatorily at fair value through profit or loss.
Financial assets which are debt instruments:
• Amortised cost. This category applies only when the contractual terms of the instrument give
rise, on specified dates, to cash flows that are solely payments of principal and interest on
principal and where the instrument is held under a business model whose objective is met by
holding the instrument to collect contractual cash flows; or
• Fair value through other comprehensive income. This category applies only when the
contractual terms of the instrument give rise, on specified dates, to cash flows that are solely
payments of principal and interest on principal and where the instrument is held under a
business model whose objective is achieved by both collecting contractual cash flows and
selling the instruments; or
• Mandatorily at fair value through profit or loss. This classification automatically applies to
all debt instruments which do not qualify as at amortised cost or at fair value through other
comprehensive income; or
• Designated at fair value through profit or loss. This classification option can only be applied
when it eliminates or significantly reduces an accounting mismatch.




Graphics
Capital Limited
Annual Report 2025
119
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.5 Financial instruments continued
Derivatives which are not part of a hedging relationship:
• Mandatorily at fair value through profit or loss.


Financial liabilities:
• Amortised cost; or
• Mandatorily at fair value through profit or loss. This applies to contingent consideration in a
business combination or to liabilities which are held for trading; or
• Designated at fair value through profit or loss. This classification option can be applied when it
eliminates or significantly reduces an accounting mismatch; the liability forms part of a group of
financial instruments managed on a fair value basis; or it forms part of a contract containing an
embedded derivative and the entire contract is designated as at fair value through profit or loss.

Note 33 presents the financial instruments held by the Group based on their specific classifications.
Trade and other receivables
Trade and other receivables are recognised when the Group becomes a party to the contractual
provisions of the receivables. Trade and other receivables are measured, at initial recognition, at fair
value plus transaction costs, if any and are classified as either as financial assets at amortised cost
or financial assets at fair value through profit or loss (“FVTPL").
Amortised cost
Financial assets are classified in this manner because their contractual terms give rise, on specified
dates to cash flows that are solely payments of principal and interest on the principal outstanding
and the Group’s business model is to collect the contractual cash flows on trade and other
receivables.
The amortised cost is the amount recognised on the receivable initially, minus principal repayments,
plus cumulative amortisation (interest) using the effective interest method of any difference between
the initial amount and the maturity amount, adjusted for any loss allowance. They are subsequently
measured at amortised cost.
The Group recognises a loss allowance for Expected Credit Losses (ECL) on financial assets
measured at amortised cost. When considering ECL, the Group reviews historical and forward-
looking information. The amount of expected credit losses is updated at each reporting date.
The Group measures the allowance for credit losses for financial assets measured at amortised cost
at an amount equal to lifetime expected credit losses, which represents the expected credit losses
that will result from all possible default events over the expected life of the receivable. A default
event means when the Group deems that funds are irrecoverable and written off.


Fair value through profit or loss
Financial assets measured at FVTPL are initially recognised and subsequently measured at fair
value. The fair value amounts are based on the price that would be received to sell an asset in an
orderly transaction between market participants at the measurement date.
Trade receivables are presented in Note 18, other receivables are presented in Note 19 and fair
value measurements are presented in Note 34.
Recoverable VAT
The Group’s subsidiaries are subject to value-added tax (VAT) in the jurisdictions in which they
operate. The amount of VAT liability is determined by applying the applicable tax rate to the amount
invoiced less VAT paid on purchases. When VAT paid on purchases exceed VAT charged on
sales of goods and services, the excess is regarded as recoverable upon the submission of VAT
returns and the acceptance of these VAT returns by the relevant tax authorities. VAT recoverable
is reviewed for impairment at the end of each reporting date. For VAT recoverable longer than
one year, the Group considers the appropriateness of discounting for the time value of money.
Recoverable VAT is presented in Note 19.

Investments in equity instruments
Investments in equity instruments are classified mandatorily at fair value through profit or loss.
Investments in equity instruments are recognised when the Group becomes a party to the
contractual provisions of the instrument. The investments are measured, at initial recognition, at fair
value. Transaction costs are added to the initial carrying amount for those investments which have
been designated as at fair value through other comprehensive income. All other transaction costs
are recognised in profit or loss. Investments in equity instruments are subsequently measured at fair
value with changes in fair value recognised either in profit or loss.
Investments in equity instruments are presented in Note 20 and details of the valuation policies and
processes are presented in Note 34..

Investments in CLNs
Convertible loan notes are recognised at fair value on initial recognition in accordance with IFRS 9,
with embedded derivatives separated and measured at FVTPL where the convertible loan notes do
not meet the IAS 32 “SPPI” equity criteria therefore, the entire instrument is measured at FVTPL.
Cash and cash equivalents
Cash and cash equivalents are stated at carrying amount which is deemed to be fair value. For the
purpose of the Statement of Cash Flows, cash and cash equivalents comprise cash on hand and
deposits held on call with banks with a maturity period of less than three months.
Cash and cash equivalents are presented in Note 21.






Graphics
Capital Limited
Annual Report 2025
120
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.5 Financial instruments continued
Financial Liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost
of financial liability.
Loans and borrowings are presented in Note 26 and trade and other payables are presented in
Note 28.


1.4.6 Tax
Current tax assets and liabilities
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the
amount already paid in respect of current and prior periods exceeds the amount due for those
periods, the excess is recognised as an asset.
Current tax liabilities (assets) for the current and prior periods are measured at the amount expected
to be paid to (recovered from) the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted in countries where the company and its subsidiaries operate at
the end of the reporting period.
Current tax assets and liabilities are presented in Note 30.
Deferred tax assets and liabilities
A deferred tax liability is recognised for all taxable temporary differences, except to the extent that
the deferred tax liability arises from the initial recognition of an asset or liability in a transaction
which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is
probable that taxable profit will be available against which the deductible temporary difference can
be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an
asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor
taxable profit (tax loss).
A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it
is probable that future taxable profit will be available against which the unused tax losses can be
utilised. This is not applicable for the Group as there are no deferred tax assets at the end of the
reporting date.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and
liabilities are presented in Note 27.


Tax expenses
Current and deferred tax are recognised in profit or loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity, in which case the current and
deferred tax are also recognised in other comprehensive income or directly in equity respectively.
When current tax or deferred tax arises from the initial accounting for a business combination, the
tax effect is included in the accounting for the business combination.
Tax expenses are presented in Note 10.
Uncertainty over income tax treatments
When considering the appropriate accounting for current and deferred tax liabilities and assets
in circumstances in which there is uncertainty over income tax treatments, the Group considers
whether it is probable that the relevant tax authority will accept the position adopted, assuming
that the tax authority has full knowledge of all related information. If the assessed probability is that
the tax authority will not accept the income tax treatment adopted, in accounting for the current
and deferred tax asset or liability, the Group makes an assessment of the probable outcome of the
uncertain tax position. Uncertainty over Income Tax Treatments is presented in Note 10.


1.4.7 Leases
The Group assesses whether a contract is, or contains a lease, at the inception of the contract.
A contract is or contains a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.
In order to assess whether a contract is, or contains a lease, management determine whether the
asset under consideration is “identified”, which means that the asset is either explicitly or implicitly
specified in the contract and that the supplier does not have a substantial right of substitution
throughout the period of use. Once management has concluded that the contract deals with an
identified asset, the right to control the use thereof is considered. To this end, control over the use
of an identified asset only exists when the Group has the right to substantially all of the economic
benefits from the use of the asset as well as the right to direct the use of the asset.
In circumstances where the determination of whether the contract is or contains a lease requires
significant judgement, the relevant disclosures are provided in the significant judgments and
sources of estimation uncertainty section of these accounting policies.



Graphics
Capital Limited
Annual Report 2025
121
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.7 Leases continued
Group as lessee
A lease liability and corresponding right-of-use asset are recognised at the lease commencement
date, for all lease agreements for which the Group is a lessee, except for short-term leases of 12
months or less, or 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 unless another
systematic basis is more representative of the time pattern in which economic benefits from the
leased asset are consumed. Details of leasing arrangements where the Group is a lessee are
presented in Note 14 Leases.
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be
readily determined, the Group uses its incremental borrowing rate.
The definition of the lessee’s incremental borrowing rate states that the rate should represent
what the lessee would have to pay to borrow over a similar term and with similar security, the
funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment. In practice, judgement will be needed to estimate an incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
• Fixed lease payments, including in-substance fixed payments, less any lease incentives;
• Variable lease payments that depend on an index or rate, initially measured using the index or
rate at the commencement date;
• Amount expected to be payable by the Group under residual value guarantees;
• Exercise price of purchase options, if the Group is reasonably certain to exercise the option;
• Lease payments in an optional renewal period if the Group is reasonably certain to exercise an
extension option; and
• Penalties for early termination of a lease, if the lease term reflects the exercise of an option to
terminate the lease.
Variable rents that do not depend on an index or rate are not included in the measurement of the
lease liability (or right-of-use asset). The related payments are recognised as an expense in the
period incurred and are included in operating expenses. These amounts are presented in Note 6.
The lease liability is presented as a separate line item on the Statement of Financial Position.
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
lease payments made. Interest charged on the lease liability is included in finance costs. Finance
costs relating to the lease liability are presented in Note 7.
Lease liability
The Group has applied judgement to determine the lease term for some lease contracts in which it
is a lessee that include renewal options. The assessment of whether the Group is reasonably certain
to exercise such options impact the lease terms, which significantly affects the amount of lease
liabilities and rights of use of assets recognised.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) when there has been:
• Changes to the lease term, in which case the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate;
• Changes in the assessment of whether the Group will exercise a purchase, termination or
extension option, in which case the lease liability is remeasured by discounting the revised lease
payments using a revised discount rate;
• Changes to the lease payments due to a change in an index or a rate, in which case the lease
liability is remeasured by discounting the revised lease payments using the initial discount rate
(unless the lease payments change is due to a change in a floating interest rate, in which case a
revised discount rate is used);
• Changes in expected payments under a residual value guarantee, in which case the lease
liability is remeasured by discounting the revised lease payments using the initial discount rate;
and
• Modifications to the lease contract and the lease modification is not accounted for as a separate
lease, in which case the lease liability is remeasured by discounting the revised payments using
a revised discount rate.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset or is recognised in profit or loss if the carrying amount of
the right-of-use asset has been reduced to zero.
Lease payments included in the measurement of the lease liability comprise the following:
• Initial amount of the corresponding lease liability;
• Any lease payments made at or before the commencement date;
• Any initial direct costs incurred;
• Any estimated costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, when the Group incurs an obligation to do so, unless
these costs are incurred to produce inventories; and
• Less any lease incentives received.
The Group presents the part of the lease payment that represents interest portion of the lease
liability as an operating cash flow in Statement of Cash Flows in accordance with IAS 7 Statement
of Cash Flows.




Graphics
Capital Limited
Annual Report 2025
122
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.7 Leases continued
Right-of-use assets
Right-of-use assets are presented as a separate line item on the Statement of Financial Position.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the
underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the
right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-
of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the
commencement date of a lease.
For right-of-use assets which are depreciated over their useful lives, the useful lives are determined
consistently with items of the same class of property, plant and equipment. Refer to the accounting
policy for property, plant and equipment for details of useful lives.
The residual value, useful life and depreciation method of each asset are reviewed at the end of
each reporting year. If the expectations differ from previous estimates, the change is accounted for
prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost that
is significant in relation to the total cost of the asset is depreciated separately.
The depreciation charge for each year is recognised in profit or loss unless it is included in the
carrying amount of another asset.
Impairment tests are performed on right-of-use assets when there is an indicator that they may be
impaired. When the carrying amount of an item of right-of-use asset is assessed to be higher than
the estimated recoverable amount, an impairment loss is recognised immediately in profit or loss to
bring the carrying amount in line with the recoverable amount.

1.4.8 Inventories
Inventories relate to general spare parts, servicing equipment and consumables and are regularly
used or replaced as part of a general replacement programme. They are measured at the lower of
cost and net realisable value. Cost is determined on the weighted average cost basis. Redundant
and slow-moving inventory are identified and written down to their net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
The cost of inventories comprises of all costs of purchase, costs of conversion and other costs
incurred in bringing the inventories to their present location and condition.
When inventories are used or sold, the carrying amount of those inventories are recognised as an
expense in the period in which the related revenue is recognised. The amount of any write-down of
inventories to net realisable value and all losses of inventories are recognised as an expense in the
period the write-down or loss occurs. The amount of any reversal of any write- down of inventories,
arising from an increase in net realisable value, are recognised as a reduction in the amount of
inventories recognised as an expense in the period in which the reversal occurs.


1.4.9 Impairment of assets
The Group assesses at the end of each reporting period whether there is any indication that an
asset may be impaired. If any such indication exists, the Group estimates the recoverable amount
of the asset. When it is not possible to estimate the recoverable amount for an individual asset, the
recoverable amount is determined for the cash-generating unit to which the asset belongs.
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs
to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have
not been adjusted. If the recoverable amount of an asset is less than its carrying amount, the carrying
amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.
An impairment loss of assets carried at cost less any accumulated depreciation or amortisation
is recognised immediately in profit or loss. Where an impairment loss subsequently reverses,
the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income in
profit or loss immediately.


1.4.10 Share capital and equity
Ordinary shares are classified as equity. Ordinary shares are recognised at par value and classified
as ‘share capital’ in equity. Any amounts received from the issue of shares in excess of par value
is classified as ‘share premium’ in equity. Dividends are recognised as a liability when they are
declared.
Share issue costs that are directly attributable to the issuance of new equity instruments are
deducted from equity. These costs include fees and commissions paid to advisers, legal and
regulatory fees, listing fees, printing and distribution costs, and other expenditures that would not
have been incurred had the equity instruments not been issued. No amortisation is recognised in
respect of capitalised share issue costs, as they are recorded as a direct deduction from share
premium.



Graphics
Capital Limited
Annual Report 2025
123
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.11 Share-based payments
Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date.
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 equity instruments
that will eventually vest. At each reporting date, the Group revises its estimate of the number of
equity instruments expected to vest. The impact of the revision of the original estimates, if any, is
recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to
the equity- settled employee benefits reserve.
Market conditions and non-vesting conditions are taken into account when estimating the fair value
of the equity-settled share- based payment.
As an exception, when the Group is obligated, in terms of tax legislation, to withhold an amount of
employees’ tax associated with an equity-settled share-based payment transaction (thus creating
a net settlement feature), the full transaction is still accounted for as an equity settled share-based
payment transaction.

1.4.12 Employee benefits Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of salaries, wages and leave
entitlements in the period the related services is rendered. Liabilities recognised in respect of short-
term employee benefits are measured at the undiscounted amount of the benefits expected to be
paid in exchange for the related service.
Retirement Benefits
The Group does not have a legal obligation to provide for retirement benefits, however each
subsidiary makes defined contributions for retirement benefits as per the country’s statutory
obligations and these are charged to profit or loss as payment falls due.

1.4.13 Revenue recognition
The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. Specifically, the Standard
introduced a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied,
i.e. when ‘control’ of the goods or services underlying the particular performance obligation is
transferred to the customer.
Revenue is measured at the fair value of the consideration received or receivable. Revenue is
reduced for estimated customer returns, rebates and other similar allowances.
Performance obligations and timing of revenue recognition
Revenue from a contract to provide services is recognised by reference to either the stage of
completion (over time) or at a point in time. The Group recognises revenue from the following streams:
• Drilling, mining, crushing and associated revenue:
– Revenue from drilling, mining and crushing services contracts is recognised at the
contractual rates as the drilling and mining services are delivered;
– Revenue for mobilisation of drilling, mining and crushing equipment and associated
resources is recognised over the term of the contract;
– Revenue for demobilisation of drilling, mining and crushing equipment and associated
resources is recognised at a point of time when the contract is concluded;
– Revenue for the early termination of drilling, mining and crushing contracts is accounted for
as a contract modification under IFRS 15
– Revenue where the Group purchases equipment or inventory on behalf of the customer is
recorded at a point in time when the goods have been delivered on-site to the customer.
• Revenue from surveying is recognised at the contractual rates as the survey services are
delivered; and
• Laboratory analysis of drilling samples relates to sample analysis by MSALABS provided to
customers. Transfer of benefits occurs when testing is completed for each sample received
and results communicated to customers. Samples are received in batches from customers and
processed continuously. Revenue is recognised when testing of a batch is completed and when
results are communicated.
Costs to fulfil a contract
The Group recognises assets relating to the costs incurred to fulfil a contract or setup costs
(mobilisation costs) that are directly related to the principal contract, provided that they will be
recovered through the performance of the contract.
Costs required to set up the contract are capitalised provided that it is probable that they will be
recovered in the future and that they do not include expenses that would normally have been
incurred by the Group if the contract had not been obtained. They are amortised over the period of
the contract. If the above conditions are not met, these costs are taken directly to profit or loss.




Graphics
Capital Limited
Annual Report 2025
124
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
1. BASIS OF PREPARATION CONTINUED
1.4 Material Accounting Policy Information continued
1.4.13 Revenue recognition continued
Dividend and interest income
Dividend income from investments is recognised when the shareholder’s right to receive payment
has been established (provided that it is probable that the economic benefits will flow to the Group
and the amount of income can be measured reliably). Dividend income is only recognised when all
the above criteria was met.
Interest income from a financial asset is recognised when it is probable that the economic benefits
will flow to the Group and the amount of income can be measured reliably. Interest income is
accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.



1.4.14 Translation of foreign currencies Functional and presentation currency
The individual Financial Statements of each Group Company are presented in the currency of the
primary economic environment in which it operates (its functional currency). For the purpose of
the Group Financial Statements, the results and financial statements of each company within the
Group are translated to United States Dollars, which is the functional currency of the Group and the
presentation currency for the Group Financial Statements.

Foreign currency transactions
In preparing the Financial Statements of the individual Group companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary items that
are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-
monetary items that are measured in terms of historical cost in a foreign currency shall be translated
using the exchange rate at the date of the transaction.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
• Exchange differences on foreign currency borrowings relating to assets under construction for
future productive use, which are included in the cost of those assets when they are regarded as
an adjustment to interest costs on those foreign currency borrowings;
• Exchange differences on transactions entered into to hedge certain foreign currency risks; and
• Exchange differences on monetary items receivable from or payable to a foreign operation
for which settlement is neither planned nor likely to occur (therefore forming part of the net
investment in the foreign operation), which are recognised initially in other comprehensive
income and reclassified from equity to profit or loss on repayment of the monetary items.
For the purpose of presenting Group Financial Statements, the assets and liabilities of the
Group’s foreign operations are translated into United States Dollars at exchange rates prevailing
on the reporting date. Income and expense items are translated at the average exchange rates
for the period, unless exchange rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used. Exchange differences arising, if any,
are recognised in other comprehensive income and accumulated in equity (attributed to non-
controlling interests as appropriate).
On disposal of a foreign operation, all of the exchange differences accumulated in equity in respect
of that operation attributable to the owners of the Company are reclassified to profit or loss.


1.4.15 Contingent liabilities
A contingent liability is a possible obligation from past events that will be confirmed by some future
event or a present obligation from a past event, but either:
• Outflow of economic benefits to satisfy this obligation is not probable; or
• Amount of obligation cannot be reliably measured.
In events where firm indications of a possible obligation exist, the Group may use judgements
based on estimates from expert advice to provide for the portion of the possible expense.

1.4.16 Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result
of a past event, if it is probable the Group will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The amount recognised as a provision is
the best estimate of the consideration required to settle the obligation at the reporting date, taking
into account the risks and uncertainties surrounding the obligation. If the time value of money is
material, provisions are discounted using a current pre-tax discount rate specific to the liability.

1.4.17 Consideration of climate change
In preparing the Group’s Annual Financial Statements, the Directors have considered the impact of
climate change, particularly in the context of the risks identified in the TCFD disclosure on pages 40
to 53 this year. There has been no material impact identified on the financial reporting judgements
and estimates. In particular, the Directors considered the impact of climate change in respect of the
following areas:
• Going concern assessment over the period to 30 June 2027;
• Viability of the Group over the next three years;
• Cash flow forecasts used in the impairment assessments of non-current assets; and
• Carrying value and useful economic lives of property, plant and equipment.
Whilst there is currently no medium-term impact expected from climate change, the Directors are
aware of the ever-changing risks attached to climate change and will regularly assess these risks
against judgements and estimates made in preparation of the Group’s Annual Financial Statements.


Graphics
Capital Limited
Annual Report 2025
125
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Annual Financial Statements in conformity with IFRS requires management,
from time to time, to make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets, liabilities, income and expenses. These estimates and
associated assumptions are based on experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates. The estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates are revised and in any future periods affected.
2.1 Critical judgements in applying accounting policies
The critical judgements made by management in applying accounting policies, apart from those
involving estimations, that have the most significant effect on the amounts recognised in the Annual
Financial Statements, are outlined as follows:
Level 3 Investments
The Group holds certain unlisted and illiquid investments measured as Level 3 under IFRS 13.
Classification and valuation require significant judgement, as these instruments rely on
unobservable inputs. Management must select appropriate valuation techniques (such as
discounted cash flow, NAV-based approaches, comparable multiples or valuation at cost), assess
the reliability of limited market data, and determine whether changes in investee performance or
market conditions indicate a fair value movement. Because these valuations depend heavily on
judgement and assumptions, actual exit values may differ materially from carrying amounts.
Valuation of Convertible Loan Notes at Face Value
The Group holds convertible loan notes issued by an associate company. Management has
assessed that the instruments should be carried at face value, as alternative methods of valuation
such as discounted cash flows are not appropriate for a start-up company with unreliable forecasts.
In the absence of market evidence indicating impairment or a change in credit risk, amortised cost
(at face value) is considered the most appropriate measure under IFRS 9.
Impairment of property, plant and equipment, and right-of-use assets
At the end of every year, management uses judgement to review the indicators of impairment
of property, plant and equipment, and right-of-use assets. Depending on those indicators,
management will determine if an impairment review needs to be done. Refer to Note 13 and 14 for
details on external indicators and management assessment on the impairment of property, plant
and equipment, and right-of-use assets.
Going concern
There is an element of judgement involved in determining the financial forecasts and availability
of cash and headroom over banking facilities when considering the appropriateness of the going
concern basis of preparation of the financial statements.
Refer to Note 1.3 for the detailed assessment on going concern.
Recoverability of trade receivables and accrued income
The Group has material amounts of billed and unbilled services outstanding at 31 December 2025.
Receivables are recognised initially at cost (being the same as fair value) and subsequently at
amortised cost less any allowance for impairment, to ensure that amounts recognised represent the
recoverable amount. The Group recognises a loss allowance for expected credit losses (ECL) on
all receivable balances from customers using a lifetime credit loss approach and includes specific
allowance for impairment where there is evidence that the Group will not be able to collect amounts
due from customers, subsequent to initial recognition. Management applies judgement on specific
allowances for impairment based on the information available at each reporting date which includes
information about past events, current conditions and forecasts of the future economic condition
of customers. Further information relating to how the Group deals with the recoverability of trade
receivables and accrued income is provided in Note 18.
Uncertain taxation provisions
The Group operates internationally in territories with different and complex tax codes.
Management exercises judgement in relation to the level of provision required for uncertain tax
outcomes. There are a number of tax positions not yet agreed with the tax authorities where
different interpretation of legislation and commercial arrangements could lead to a range of
outcomes. The tax positions under review covers corporate income tax, VAT, minimum income
tax, withholding taxes and payroll. Judgements are made for each position having regard to the
particular circumstances and advice obtained. Further details of the Group’s uncertain tax positions
are provided in Note 39.
Management also exercises judgement in assessing the availability of suitable future taxable profits
to support deferred tax asset recognition.
Further details of the Group’s tax position are provided in Note 27, Note 30 and Note 39.
Classification of spare parts and servicing equipment
Management exercises judgement in assessing spare parts and servicing equipment classification.
Spare parts and servicing equipment are carried as inventory and recognised as an expense when
consumed. However major spares stand-by equipment qualifies as property, plant and equipment
when an entity expects to use them during more than one period and if spare parts and servicing
equipment can be used only in connection with an item of property, plant and equipment, they are
accounted for as property, plant and equipment.
Recoverability of value-added tax (VAT)
Included in trade and other receivables are material recoverable VAT balances owing mainly by the
fiscal authorities in a number of jurisdictions. In assessing the recoverability of the VAT balance, the
Group assessed the ECL on the VAT amounts owing based on current and historic correspondence
with the relevant fiscal authorities and consultation with local tax experts.




Graphics
Capital Limited
Annual Report 2025
126
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS CONTINUED
Recoverability of value-added tax (VAT) continued
The Group is following the relevant process in each country to recoup the VAT balances owing and
continues to engage with authorities to estimate if all amounts are recoverable and to accelerate the
refund of the outstanding VAT balances.
Further details of the Group’s VAT recoverability are provided in Note 19.

2.2 Key sources of estimation uncertainty
Useful lives of property, plant and equipment
Management assesses the appropriateness of the useful lives of property, plant and equipment
at the end of each reporting period. The useful economic lives of drilling rigs and heavy mining
equipment were reviewed during the year, no changes to the useful lives were deemed necessary
following the update to these in 2023.
Heavy mining equipment is depreciated using the unit of production method based on the estimated
production hours. The estimated production hours for each type of equipment are based on the original
equipment manufacturers standards, together with an assessment by the Group’s technical team.
The useful lives of property, plant and equipment could be reduced by climate-related matters, for
example, as a result of physical risks, obsolescence or legal restrictions. The change in useful lives
would have a direct impact on the amount of depreciation or amortisation recognised each year from the
date of reassessment. The Directors’ review of useful lives has taken into consideration the impacts of
the Group’s decarbonisation commitments and has not had a material impact on the results for the year.
Further details of the Group’s property, plant and equipment are provided in Note 1.4.2 and Note 13.
Transportation costs – Freight and customs
The Group has significant inventory which is purchased across the world. Freight and custom
costs are only capitalised on initial recognition when the inventory is purchased. In order to allocate
freight and customs incurred to inventories, management makes use of the inventory consumption
during the year to determine the percentage of freight and customs costs which are attributable to
inventory and cost of sales. Further details of the Group’s inventories are provided in Note 17.
Inventory provisions
Inventories are valued at the lower of cost and net realisable value. At year end, management
estimates the net realisable value of inventories in order to decide whether to make provision for
obsolescence. Factors which are considered include the ageing profile of inventories, storage
conditions as well as the shelf life of specific inventories.
Climate-related matters may affect the value of inventory as they could become obsolete as a result
of a decline in selling prices or a reduction in demand. After consideration of the typical stock-turns
of the inventory in relation to the rate of change in the market the Directors consider that inventory
is appropriately valued.
Refer to Note 6 and Note 17 for details on the amount of inventory provision for obsolescence.
Incremental borrowing rate
The Group used estimates of its incremental borrowing rate to calculate the present value of future
lease payments at the date of adoption/commencement of the leases. The Group calculated its
incremental borrowing rate based on existing loan facility arrangements. The weighted average
incremental borrowing rate applied to lease arrangements entered into during the year was 10%
(2024: 11.0%). Further details of the Group’s loans and borrowing are provided in Note 26.


3. REVENUE
Revenue from the rendering of services comprises:
2025 2024
$’000 $’000
Drilling and incidental revenue 238,744 233,678
Mining and associated revenue 26,357 65,242
Laboratory services revenue 73,495 43,647
Revenue from surveying 7,179 5,433
Total revenue 345,775 348,000
The Group has four revenue streams:
• Drilling revenue relates to drilling services revenue where the terms of the contract with
customers requires the Group to drill a specified number of metres at a specified drilling rate.
Revenue is recognised over time as the drilling services are provided, which in turn fulfils
the performance obligations. Under IFRS 15, it has been concluded that the Group has an
enforceable right to payment for performance completed.
The transaction price for drilling is the price per meter drilled multiplied by the number of metres
drilled. The e-plod system is a day-by-day tracker of the metres drilled per rig. This takes
into account the metres, relevant rate per meter and leads to the revenue number. Revenue
recognition occurs when the relevant geologist/mine manager signs and accepts the e-plod
report which is converted monthly/bi-monthly into invoices.
Revenue for mobilisation of drilling equipment and associated resources is classified on the
Statement of Financial Position as unearned revenue (contract liability) and is recognised over
the term of the contract.
Revenue for demobilisation is recognised at a point in time when the contract is concluded and
the Group has physically demobilised off the site. Related costs of demobilisation are charged
to profit or loss as incurred. Mining revenue relates to earth moving and equipment rental
services provided at customers’ mine sites.



Graphics
Capital Limited
Annual Report 2025
127
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
4. COST OF SALES
2025 As restated2024
$’000 $’000
Employee costs 92,689 90,395
Consumables 27,099 25,145
Repairs and maintenance 19,554 28,819
Fuel 3,989 3,647
Camp operational cost 5,761 6,054
Other cost of sales 5,620 7,877
Landed cost – Inventory 11,631 11,622
Equipment hire 3,667 4,235
Travel and accommodation 4,600 5,707
Safety gear and equipment 3,917 3,883
Amortisation of mobilisation costs 5,545 7,783
Chrysos variable costs 4,485 2,154
Insurance – Equipment 2,006 2,048
Others 5,888 5,185
Total cost of sales 196,451 204,554

5. ADMINISTRATION EXPENSES
2025 2024
$’000 $’000
Employee cost 24,913 22,381
Professional fees 4,733 5,594
Insurance 2,584 2,216
Rental cost 1,764 1,921
Share based payment expenses (Note 6) 3,089 539
Bad debts written off 79 258
Decrease in net expected credit loss provision (Note 18) 99 (160)
Travel and accommodation 2,928 3,788
Bank charges 1,351 1,606
Foreign exchange (gain) / loss (1,515) 2,107
Software costs 2,688 2,039
ERP implementation costs 3,913 2,661
Other tax 384 1,439
Provision for VAT recoverable 1,430 2,545
Other expenses 10,286 8,011
Total administration expenses 58,726 56,945

3. REVENUE CONTINUED
Revenue for the mining services is generated based on the bank cubic metres (BCM) moved
multiplied by the rates per bank cubic metre as per the contract and fixed monthly fees.
Revenue is recognised over time as the load and haul service is provided, which in turn
fulfils the performance obligations. Invoices are raised monthly after customer sign off and
acceptance of the progress claim that details tonnage of earth moved at the contracted rates.
• The mining equipment rental contracts consists of both the variable and fixed fee rates.
Revenue is generated based on the fixed fee per equipment plus the variable rate multiplied
by the number of hours the equipment worked for the month. Invoices are raised monthly with
customer sign off on equipment engine hours. Customers are given 30 days credit periods for
services rendered.
Revenue for mobilisation of mining equipment and associated resources is classified on the
Statement of Financial Position as unearned revenue (contract liability) and is recognised over
the term of the contract.
Revenue for demobilisation is recognised at a point in time when the contract is concluded and
the Group has physically demobilised off the site. Related costs of demobilisation are charged
to profit or loss as incurred.
The Group, acting as a principal, can sometimes purchase equipment on behalf of the
customer. Revenue is recorded at a point in time when control has been transferred to
the customer, generally being when the goods have been delivered to a customer on-site
pursuant to the sales order.
• Laboratory analysis of drilling samples relates to sample analysis by MSALABS provided to
customers. Samples are analysed and invoiced as and when the results are obtained and
communicated to customers. Under IFRS 15 it has been concluded that the Group has an
enforceable right to payment for performance completed.
• Revenue from surveying relates to short-term hire of down hole surveying equipment. Under IFRS
15, it has been concluded that the Group has an enforceable right to payment for performance
completed. Meeting of performance obligations and transfer of benefits is continuous.
The Group had recognised $8.3 million (2024: $8.5 million) on the Statement of Financial
Position and amortised $5.7 million (2024: $5.7 million) to the Statement of Comprehensive
Income in relation to costs to fulfil contracts.
There are no significant financing components present in any of the Group’s contracts with
customers.



Graphics
Capital Limited
Annual Report 2025
128
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
2025 As restated 2024
$’000 $’000
Other
Loss on disposal of property, plant and equipment 917 594
Legal and professional fees 4,733 5,594
Stock write-off 726 686
Provision of inventory obsolescence 1,135 385
Decrease in allowance for credit losses 99 (160)
Bad debts written off 79 258
Other taxes 384 1,439
Provision for VAT recoverable 1,430 2,545
Increase in provision for other taxes 522 44

7. FINANCE COSTS
2025 2024
$’000 $’000
Interest on lease liabilities 3,272 3,067
Interest on bank loans 7,380 8,907
Interest on supplier credit facilities 3,280 3,021
Amortised debt arrangement costs 1,165 1,373
Other interest paid 335 373
Total finance charges 15,432 16,741


8. FAIR VALUE GAIN / (LOSS) ON FINANCIAL ASSETS
Fair value gain / (loss) on financial assets recognised during the year consists of:
2025 2024
$’000 $’000
Valuation of equity investments at fair value through profit or loss 64,925 13,361
Realised gain / (loss) on disposal of equity investments 1,068 (1,413)
Valuation of receivables at fair value through profit or loss - 149
Fair value gain on financial assets 65,993 12,097

6. PROFIT FROM OPERATIONS
The following items have been recognised as expenses in determining profit from operations:
2025 2024
$’000 $’000
Depreciation and amortisation:
Computer software 105 9
Drilling rigs 11,837 10,573
Associated drilling equipment 6,599 6,082
Vehicles and trucks 5,805 4,716
Camp and associated equipment 5,487 3,925
Land and buildings 306 231
Mining equipment 1,232 7,041
Right-of-use assets 12,185 12,025
Total depreciation 43,556 44,602

As restated
2025 2024
$’000 $’000
Impairments:
Right-of-use assets – 1,766
Drilling rigs – 226
Heavy mining equipment 475 907
Camp and associated equipment – 1,061
Total impairments 475 3,960
Total depreciation, amortisation and impairments 44,031 48,562
Operating lease expenses
Short-term equipment rental 2,956 6,046

Employee costs
Salaries, wages, bonuses and other benefits 117,60 2 112,776
Share based compensation expense 3,089 539
Total employee costs 120,691 113,315



Graphics
Capital Limited
Annual Report 2025
129
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
10. TAXATION
Major components of the tax expense
2025 2024
$’000 $’000
Current
Income tax – current period 20,459 12,213
Income tax – recognised in current period for prior periods 2,566 (702)
Withholding tax – current period 3,440 1,277
Total current taxation 26,465 12,788
Deferred
Current year (3,909) 3,157
Prior year – 4
Total deferred taxation (3,909) 3,161
Total taxation 22,556 15,949
Reconciliation of the tax expense
The taxation charge for the year can be reconciled to the theoretical amount that would arise using
the basic tax rate on the profit or loss per the Statement of Comprehensive Income as follows:
2025 As restated2024
$’000 $’000
Accounting profit before tax 93,543 32,946
Tax at domestic rates applicable to profits and losses in the jurisdictions in which the Group operates 2,608 45
Tax effect of adjustments on taxable income
Revenue based and other withholding taxes 11,206 4,907
Permanent differences 3,927 4,957
Prior year under provision 2,566 (745)
Losses not recognised 2,249 6,785
Total taxation 22,556 15,949
The Group’s consolidated income tax expense is affected by the varying tax laws and income tax
rates in effect in the various countries in which it operates, which are mainly in Africa, the Middle
East and the Americas.


9. INVESTMENT IN ASSOCIATE
2025 2024
$’000 $’000
Balance at 1 January 6,300 –
Additions 52 6,687
Share of net loss (275) (387)
Impairment (5,574) –
Balance as at 31 December 2025 503 6,300
In H1 2024 the Group completed a $6.7 million strategic investment in Eco Detection Pty Ltd, acquiring
a 22% ownership stake in the company. A further investment of $0.1 million was made in 2025, taking
the ownership stake to 23%. Eco Detection Pty Ltd is incorporated in Australia and its principal activity
is the development of water analysis technology for use in remote operations, critical infrastructure and
general water chemical analysis produces analysis systems for monitoring water quality.
This investment has been accounted for in accordance with IAS 28, as an investment in associate
rather than as an investment at fair value.
In 2025, an impairment of $5.6 million was recognised against the investment after a decline in
its market value and poorer economic performance than expected was noted. During the year, a
convertible loan note agreement was entered into with Eco Detection Pty. Ltd. (see note 19). The
conversion price of these loan notes forms the basis of the impairment of Eco Detection Pty. Ltd.
For the year ended 31 December 2025, the Group recognized its share of the loss from the
associate, from the date of investment, which amounted to $0.3 million. This amount has been
included within the Group’s profit before tax in the consolidated income statement.
The overall impact on the consolidated income statement is $5.8 million for 2025 ($0.4 million for 2024).
Dividends
During the period, the Group received $nil in dividends from the associate.
The following table summarises the financial information of Eco as included in its own unaudited
financial statements as at 31 December:
2025 2024
$’000 $’000
Non-current assets 18,924 22,853
Current assets 1,769 4,702
Current liabilities (1,112) (728)
Non-current liabilities (1,876) (513)
Net assets 17,705 26,314
Revenue 500 794
Expenses (4,134) (3,792)
Other income 3, 211 611
Net loss (1,175) (2,387)



Graphics
Capital Limited
Annual Report 2025
130
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
11. EARNINGS PER SHARE
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic
earnings per share are as follows:
2025 As restated2024
$’000 $’000
Earnings for the year, used in the calculation of basic earnings per share ($’000) 69,354 15,994
Weighted average number of ordinary shares for the purposes of basic earnings per share (No.) 198,925,655 195,112,329
Basic earnings per share ($c) 34.86 8.20
Diluted earnings per share
The earnings used in the calculation of diluted earnings per share measures are the same as those
used in the equivalent basic earnings per share measures, as outlined above.
Reconciliation of weighted average number of ordinary shares used for earnings per share to
weighted average number of ordinary shares used for diluted earnings per share
As restated
2025 2024
$’000 $’000
Weighted average number of ordinary shares
used for basic earnings per share 198,925,655 195,112,329
Adjusted for:
Effect of STIP and LTIP shares 5,192,484 465,154
Weighted average number of ordinary shares
used in the calculation of diluted earnings per share 204,118,139 195,577,483
Diluted earnings per share ($c) 33.98 8.18


12. DIVIDENDS PAID
2025 2024
$’000 $’000
Dividends paid to owners of the parent 5,120 7,654
During the 12 months ended 31 December 2025, a dividend of 1.3 cents (2024: 2.6 cents) per
ordinary share, totalling to $2.6 million (2024: $5.1 million) was declared as the final dividend for
2024. This dividend was paid to the shareholders on 15 May 2025 (2024: 15 May 2024), followed by
a further dividend of 1.3 cents (2024: 1.3 cents) per share which was declared as interim dividend
for 2025 totalling $2.5 million (2024: $2.6 million) and paid on 6 October 2025 (2024: 3 October
2024). The total dividend paid is $5.1 million (2024: $7.7 million).
In respect of the year ended 31 December 2025, the Directors propose that a final dividend of 1.3
cents (2024: 1.3 cents) per share be paid to shareholders on 12 May 2026 (2024: 15 May 2025). This
final dividend has not been included as a liability in these Consolidated Financial Statements. The
proposed final dividend is payable to all shareholders on the Register of Members on 17 April 2026
(2024: 22 April 2025). The total estimated final dividend to be paid is $2.9 million (2024: $2.6 million).
The payment of this final dividend will not have any tax consequences for the Group.

10. TAXATION CONTINUED
In certain of our operating subsidiaries, annual charges are made by government authorities that are
based on a percentage of revenue rather than profits. We have considered the substance of these charges
in accordance with the principles of IAS12, and consider them to represent tax charges for disclosure
purposes. Accordingly these amounts are included within the tax charge in these financial statements.
Uncertain income tax positions
Considering all available information and the history of resolving income tax uncertainties, the
Group believes that the ultimate resolution of such matters will not likely have a material effect on
the Group’s financial position, statements of income or cash flows.



Graphics
Capital Limited
Annual Report 2025
131
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
13. PROPERTY, PLANT AND EQUIPMENT
Camp and
Heavy mining Associated Vehicles associated Land and Computer Leasehold
Drilling Rigs equipment drilling equipment and trucks equipment buildings software improvements Total
Cost $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At January 1, 2024 148,242 81,860 41,377 47,018 27,04 3 – 52 1,654 347, 246
Addition 35,785 4,350 1,672 9,895 9,906 6,348 20 – 67,976
Disposal (4,034) – (4,328) (2,029) (1,865) – – – (12,256)
As at 31 December 2024 179,993 86,210 38,721 54,884 35,084 6,348 72 1,654 402,966
Additions 12,279 3,446 5,458 7,405 5,142 847 – – 34,577
Disposal (18,623) (4,310) (5,626) (1,048) (1,603) – – – (31,210)
Transfers to intangible assets – – – – – – (72) – (72)
Balance at 31 December 2025 173,649 85,346 38,553 61,241 38,623 7,195 – 1,654 406,261
Camp and
Heavy mining Associated Vehicles associated Land and Leasehold
Drilling Rigs equipment drilling equipment and trucks equipment buildings Computer improvements Total
Accumulated Depreciation $’000 $’000 $’000 $’000 $’000 $’000 software $’000 $’000 $’000
At January 1, 2024 72,897 26,078 9,860 19,421 10,215 – 20 97 138,588
Depreciation 10,573 7,041 6,082 4,716 3,925 231 9 – 32,577
Impairment 226 907 – – 1,061 – – – 2,194
Disposal (3,754) – (4,100) (1,653) (1,855) – – – (11,362)
As at 31 December 2024 79,942 34,026 11,842 22,484 13,346 231 29 97 161,997
Depreciation 11,837 1,232 6,599 5,805 5,487 306 – – 31,266
Disposal (17,974) (3,299) (5,426) (1,696) (1,031) – – – (29,426)
Impairment – 475 – – – – – – 475
Transfers to intangible assets – – – – – – (29) – (29)
At 31 December 2025 73,805 32,434 13,015 26,593 17,802 537 – 97 164,283
Carrying amount at 31 December 2024 100,051 52,184 26,879 32,400 21,738 6,117 43 1,557 240,969
Carrying amount at 31 December 2025 99,844 52,912 25,538 34,648 20,821 6,658 – 1,557 241,978

Bank borrowings are secured on the Group’s drilling and mining fleet – see Note 26.
The Group’s property plant and equipment includes assets not yet commissioned totalling $38.4 million (2024: $45.0 million). The assets will be depreciated once commissioned and available for use.


Graphics
Capital Limited
Annual Report 2025
132
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
13. PROPERTY, PLANT AND EQUIPMENT CONTINUED
Impairment
The Group reviews the carrying amounts of its tangible assets at the end of each reporting period
to determine whether there is any indication that those assets may be impaired. Property, plant and
equipment was tested for impairment at the reporting date.
In accordance with IAS 36, indicators of impairment were considered, taking into account both the
external and internal sources of impairment. These indicators include:
• Unexpected decline in market value of the asset
• Adverse technological changes, market or legal environment
• Impact of climate change transitions
• Changes in customer demands to which Capital Limited fails to respond
• Visual inspections of the asset during scheduled maintenance
Impairment indicators were noted in certain assets that were not in use or were not going to be in
use going forward, and impairment loss totalling $0.5 million was recognised against them.
In 2024, the Group recognised an impairment loss of $2.2 million.

14. LEASES
Details pertaining to leasing arrangements, where the Group is lessee are presented below:
Machinery Land & Buildings Total
$’000 $’000 $’000
Right-of-use assets
At 1 January 2024 24,579 5,105 29,684
Additions 15,391 778 16,169
Depreciation (10,407) (1,618) (12,025)
Impairment (1,766) – (1,766)
At 31 December 2024 27,797 4,265 32,062
Additions 15,244 1,150 16,394
Depreciation (10,509) (1,676) (12,185)
Impairment – – –
At 31 December 2025 32,532 3,739 36,271
Lease liabilities
At 1 January 2024 24,266 5,184 29,450
Additions 13,567 777 14,344
Interest expense 2,645 422 3,067
Lease payments (11,253) (1,822) (13,075)
At 31 December 2024 29,225 4,561 33,786
Additions 12,767 1,322 14,089
Interest expense 3,000 272 3,272
Lease payments (13,011) (2,047) (15,058)
At 31 December 2025 31,981 4,108 36,089
In accordance with IAS 36, indicators of impairment were considered (as described in Note 13) for
right-of-use assets. Certain assets were identified that were not in use or were not going to be used
going forward, and these assets were written down to a nil value.
The weighted average incremental borrowing rate applied to new lease liabilities during the year
was 11% (2024: 10%).


Graphics
Capital Limited
Annual Report 2025
133
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
15. GOODWILL
Group 2025 2024
Cost $’000 Accumulated impairment $’000 Carrying value $’000 Cost $’000 Accumulated impairment $’000 Carrying value $’000
Goodwill 1,296 – 1,296 1,296 – 1,296
Goodwill arose from the business combination with the acquisition of control in MSA Mineral
Services Analytical (Canada) Inc. (MSALABS) in 2019 and International Apprenticeship &
Competency Academy Limited (IACA) in 2022 (see Note 25).
At 31 December 2025, the Group owns 91.3% (2024: 91.4%) of the share capital in MSALABS and
75% (2024: 75%) of the share capital in IACA.
Goodwill Impairment
The Group is required to test on an annual basis whether goodwill has suffered any impairments.
Management has assessed the goodwill from indicators of impairment by looking at the profitability
of the underlying CGUs and concluded that there were none that warranted a detailed impairment
analysis.

16. INTANGIBLE ASSETS
Reconciliation of intangible assets

2025 2024
$’000 $’000
Cost
At 1 January 794 572
Additions 152 222
Transfers from property, plant and equipment 72 –
At 31 December 1,018 794
Amortisation
At 1 January – –
Amortisation 105 –
Transfers from property, plant and equipment 29 –
At 31 December 134 –
Net book value –
At 31 December 884 794
The Group’s intangible assets consist of expenditure on the Group’s Laboratory Information
Management System (LIMS). No impairment indicators have been identified in respect of the
intangible assets.
Expenditure in respect of the ERP implementation was reclassified to Prepayments in the prior year
as the costs do not meet the definition and criteria for recognition of an intangible asset under IAS
38. However, in accordance with the accounting policy set out in 1.4.4, these configuration and
customisation costs have been recognised as a prepayment to be expensed over the term of the
cloud computing contract.



14. LEASES CONTINUED
Lease liabilities
The maturity analysis of lease liabilities is as follows:
2025 2024
$’000 $’000
Within one year 11,411 11,560
Two to five years 24,678 22,226
36,089 33,786
Current liabilities 11,411 11,560
Non-current liabilities 24,678 22,226
36,089 33,786
The Group’s machinery leases mainly relate to the Chrysos PhotonAssay™ units for the laboratory
business. The Group recognises lease liabilities and right-of-use assets once the units have been
commissioned for use on site. During 2025, two Chrysos units were commissioned (2024: three units).


Graphics
Capital Limited
Annual Report 2025
134
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
18. TRADE RECEIVABLES
2025 2024
$’000 $’000
Trade receivables 52,387 64,762
Less: allowance for credit losses (99) (4,536)
Total trade receivables 52,288 60,226
Trade receivables have paid credit periods of between 30 to 45 days. The ageing of the trade
receivables is detailed below:
Current 33,138 43,627
Past due 1–30 days 9,775 6,293
Past due 31–60 days 4,792 5,746
Past due over 61 days 4,682 9,096
52,387 64,762
Before accepting new customers, the Group assesses the potential customer’s credit quality and
defines credit limits for each customer. Customer credit limits are reviewed annually. The Group’s
credit risk is concentrated as the Group currently provides drilling services to a limited number of
major and mid-tier mining companies as well as some junior explorers.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a
lifetime expected loss provision for trade receivables and contract assets. To measure expected
credit losses on a collective basis, trade receivables and contract assets are grouped based on
similar credit risk. The contract assets have similar risk characteristics to the trade receivables for
similar types of contracts.
The expected loss rates have been based on current and forward-looking information on micro and
macroeconomic factors affecting the Group’s customers. The Group has identified the metals and
mining sector’s credit loss probability rates as the key macroeconomic factor in countries where the
Group operates.
The lifetime expected loss provision for trade receivables is as follows:
More than More than More than
30 days 60 days 90 days
Current past due past due past due Total
31 December 2025 $’000 $’000 $’000 $’000 $’000
Expected loss rate 0.26% 0.11% 0.10% 0.03% 0.19%
Gross carrying amount 30,993 9,853 4,980 6,561 52,387
Loss provision 81 11 5 2 99
Movements in the impairment allowance for trade receivables are as follows:
2025 2024
$’000 $’000
Opening provision for impairment of trade receivables 4,536 4,697
Increase during the year 99 97
Fully provided receivables written off during the year (4,536) (258)
At 31 December 2025 99 4,536
The Directors consider that the carrying amount of trade and other receivables approximate their
fair values.



17. INVENTORIES
2025 2024
$’000 $’000
Consumables 63,660 63,845
Goods in transit 4,437 254
Gross carrying value of inventory 68,097 64,099
Less: provision for inventory obsolescence (3,320) (2,187)
64,777 61,912
The cost of inventories recognised as an expense in the current year amounts to $20.6 million
(2024: $22.7 million). During the year, the Group wrote off $0.7 million (2024: $0.7 million) of
inventory. A provision of $1.1 million (2024: $0.4 million) was made during the year, resulting in an
increase in the carrying amount of the provision. Refer to Note 6 for details of the amount of write-
down of inventories recognised as an expense in the period.


Graphics
Capital Limited
Annual Report 2025
135
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
19. OTHER RECEIVABLES
2025 As restated2024
$’000 $’000
Prepayments 22,254 10,474
Capitalised contract costs 7,944 7,0 82
VAT recoverable 9,863 6,410
Amounts due from non-controlling interest 5,685 5,685
Accounts receivable – Sundry 3,840 4,020
Prepayment for fixed assets 16,036 3,970
Others 1,577 265
67,199 37,906
Current 53,955 27,116
Non-current 13,244 10,790
67,199 37,906
Prepayments includes $6.2 million of ERP implementation costs as at 31 December 2025.
Amortisation commenced in October 2025 when certain components of the ERP became operational
with the costs being amortised over an eight-year period. The implementation is expected to complete
during 2026. Prepayments also includes insurances and other operational costs.
Capitalised contract costs are amortised over the period of the respective contracts.
The amount due from the non-controlling interest in CK Washirika Limited is measured at fair value
through profit or loss and will be settled by future dividends. The Directors have assessed the
expected credit loss allowance in respect of the current and non-current receivable to be immaterial.
VAT recoverable at the balance sheet date is recorded net of a $5.1 million expected loss provision
(2024: $3.6 million).
Prepayments for fixed assets includes deposits paid for supplementary mining assets expected to be
realised within 12 months through receipt of the underlying property, plant and equipment.
Other receivables contains $1.3 million (2024: $nil) related to convertible loan notes in Eco Detection
Pty. Ltd. as described in note 9.
Non-current receivable of consists of prepayments for ERP implementation cost, capitalised contract
costs and amounts due from the non-controlling interest in CK Washirika Limited.

20. INVESTMENTS AT FAIR VALUE
Equity investments at fair value through profit or loss
Mandatorily at fair value through profit or loss: 2025 2024
$’000 $’000
Level 1 shares 94,591 29,121
Level 3 shares 5,210 1,183
99,801 30,304
The reconciliation of the investment valuations from 1 January to 31 December is as follows:
Level 1 Level 3 Total
$’000 $’000 $’000
At 1 January 2025 29,121 1,18 3 30,304
Additions 3,090 5,108 8,198
Disposal (4,319) (375) (4,694)
Realised and unrealised fair value gain / (loss) 68,598 (2,605) 65,993
Transfers (1,899) 1,899 –
At 31 December 2025 94,591 5,210 99,801
Level 1 Level 3 Total
$’000 $’000 $’000
At 1 January 2024 44,756 2,398 47,154
Additions 8,420 60 8,480
Disposal (36,942) (336) (37,278)
Fair value gain 12,887 (939) 11,948
At 31 December 2024 29,121 1,183 30,304
During the year ended 31 December 2025 a level 1 investment delisted and as a consequence was
reclassified to level 3.


Graphics
Capital Limited
Annual Report 2025
136
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
22. SHARE CAPITAL AND PREMIUM
2025 2024
$’000 $’000
Authorised
2,000,000,000 (2024: 2,000,000,000)
Ordinary shares of $0.0001 (2024: $0.0001) each 200 200
Number of ordinary shares
Balance at beginning of period 19 6,257,124 193,696,920
Number of shares issued 29,046,657 2,560,204
Balance at end of period 225,303,781 196,257,124
In April 2025, the Group issued 465,154 common shares pursuant to the Group’s STIPs and LTIPs.
In Q4 2025 the Group issued 28,581,503 shares raising $38.2 million net of $1.7 million of costs
recognised in share capital and share premium. The shares rank pari passu with existing ordinary
shares. Fully paid ordinary shares have a par value of 0.01 cents, carry one vote per share and carry
rights to dividends.
2025 2024
$’000 $’000
Issued share capital
Balance at beginning of period 20 19
Shares issued 3 1
Balance at end of period 23 20
The holders of ordinary shares have the same rights. They are entitled to receive dividends as
declared from time to time and to one vote per share at the shareholders’ meeting.
2025 2024
$’000 $’000
Share premium
Balance at beginning of period 64,719 62,390
Shares issued 38,780 2,329
Balance at end of period 103,499 64,719


20. INVESTMENTS AT FAIR VALUE CONTINUED
Fair value information
Level 1 shares
Market approach – Listed share price
The Group’s interests in various listed shares are valued at the 31 December 2025 closing
prices. No secondary valuation methodologies have been considered as the Company’s Level 1
investments are listed on active markets.
Level 3 shares
The Group’s investments held at Level 3 are valued either on a net asset approach or cost
approach.
Net Asset approach
Management applied a net asset valuation methodology at 31 December 2025 for certain unlisted
investments based on the Group’s share ownership percentage of the unlisted company’s net
asset value. The unlisted company publishes some of its significant net asset value information and
management then derives the investment at fair value attributable to the Group.
Cost approach
Management holds all other unlisted investments at cost where this represents the best estimate of
fair value.

21. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of:
2025 2024
$’000 $’000
Cash on hand 120 145
Bank Balances 63,256 40,381
Total cash and cash equivalents 63,376 40,526


Graphics
Capital Limited
Annual Report 2025
137
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
23. EQUITY-SETTLED EMPLOYEE BENEFITS RESERVE
All employees of the Group are eligible to participate in the discretionary bonus incentive scheme
approved by the Remuneration Committee. The scheme incentivises the achievement of a range
of short-term and long-term performance targets that are key to the success of the Group. The
Remuneration Committee grants at its discretion options or share awards at no costs to the
employee based on individual performance. Employees to whom options or share awards are
offered are required to accept the offer prior to issuance of the certificate.
Grant terms are determined by the Remuneration Committee on the date of the grant. These include
the number of options or share awards, vesting terms, exercise price and expiry date which are
communicated to employees in the offer notice. Options or share awards are forfeited if the employee
leaves the Group before the vesting date. If options are not exercised by the expiry date, they are
cancelled. Details of the share options or share awards outstanding during the year are as follows:
2024 & 2025 Short Term Incentive Plans (STIP)
Share awards were granted under the 2024 STIP. The total value of the grant in shares was $0.6
million. The total number of shares granted was 465,154 and the share price used in the calculation
was GBP 0.90 which was the quoted price of the shares as at 18 March 2024. Vesting date is
31 March 2026 and vesting is contingent on continued employment to that date. The Group has
expensed $nil in 2025 (2024: expense of $0.3 million).
No share awards were granted under the 2025 STIP.
2023, 2024, & 2025 Long-Term Incentive Plans (LTIP)
Vesting conditions for 2023, 2024 and 2025 LTIP shares are contingent upon:
i) the compound annual growth rate (CAGR) of the earnings per share (EPS) over the vesting
period; and/or
ii) the compound Total Shareholder Return (TSR) over the vesting period
For LTIPs issued to Directors and other persons discharging managerial responsibilities (PDMRs) (“LTIP
1”), 50% of the share awards are contingent on condition 1 (EPS CAGR), while 50% are contingent on
condition 2 (TSR). The share awards are valued separately due to the independent vesting conditions.
Condition 1 being a non-market related condition while condition 2 is a market-related condition.
LTIP 2 issued to Directors and Executive Leadership Team (“LTIP 2”) – 100% of the share awards
are contingent upon the TSR over the vesting period (3 years).
Condition 1: (EPS CAGR)
Condition 1 is a non-market condition with a variable number of equity instruments. Valuation of
condition 1 is performed using the modified grant method which utilises a value method and a
number component.
i) Value component: The value component is the fair value of the share award based on the share
price observed in the market on grant date. This value remains constant during the life of the
instrument.
ii) Number component: The number of equity instruments expected to vest is based on the EPS
CAGR estimate at year end. Linear interpolation is performed between upper and lower bound
targets to obtain an estimate of the number of shares vesting. The estimated number of shares
vesting is revised at year end.
Condition 2: (TSR)
Condition 2 is a market condition with a variable number of equity instruments. The grant date fair
value should therefore reflect the probability of satisfying the market condition. The binomial model
is an appropriate valuation model as it considers the different possible outcomes while allowing the
adjustment of intrinsic value for the vesting conditions. The share-based payment should not be
adjusted for stock price changes related to the market condition on subsequent valuation dates.
Condition 2 utilises a binomial model with the following inputs for the 2023, 2024 and 2025 LTIP:
2023 LTIP 1 2023 LTIP 2 2024 LTIP 1 2024 LTIP 2 2025 LTIP 1 2025 LTIP 2
Volatility 41.72% 41.72% 33.91% 33.91% 38.17% 38.17%
Fair value at grant date GBP 0.6734 GBP 0.5167 GBP 0.5213 GBP 0.5213 GBP 0.5994 GBP 0.5994
Share price at grant date GBP 0.9651 GBP 0.9651 GBP 0.8175 GBP 0.8175 GBP 0.8396 GBP 0.8396
Risk Free Rate 3.88% 3.88% 3.88% 3.88% 4.58% 4.58%
Dividend yield 4.02% 4.02% 3.40% 3.40% 2.56% 2.56%
Exercise price $0.0001 $0.0001 $0.0001 $0.0001 $0.0001 $0.0001
Volatility periods* 1,263 1,263 1,263 1,263 1,263 1,263
Vesting date 31 Dec 2025 31 Dec 2025 31 Dec 2026 31 Dec 2026 31 Dec 2027 31 Dec 2027
* Volatility for the LTIPs was calculated using the daily share price movement from the four respective preceding years


Graphics
Capital Limited
Annual Report 2025
138
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
23. EQUITY-SETTLED EMPLOYEE BENEFITS RESERVE CONTINUED
2023, 2024 & 2025 Long-Term Incentive Plans (LTIP) continued
Long-Term Incentive Plans Vesting date Remaining Options 2025 No. Remaining Options 2024 No. Expected lifetime expense 2025 $’000 Expected total expense2024 $’000
2023 LTIP 1 31/12/2025 – 2,561,941 992 (217)
2023 LTIP 2 31/12/2025 – 1,431,562 847 325
2024 LTIP 1 31/12/2026 2,662,192 3,413,445 1,246 381
2024 LTIP 2 31/12/2026 1,206,807 1,557,930 801 348
2025 LTIP 1 31/12/2027 3,578,167 – 3,222 –
2025 LTIP 2 31/12/2027 1,156,232 – 868 –
During the year, 1,576,824 options were forfeited (2024: 497,611).
The charge to the Statement of Comprehensive Income during the year for LTIPs was $3.1 million
(2024: $0.5 million) and for STIPs was $nil (2024: $nil). The weighted average share price at the date
of issue of share awards during the year was GBP 0.84 (2024: GBP0.82) per share.
The weighted average remaining contractual life of share options outstanding at the end of the
period was 1.34 years.

24. OTHER RESERVES
Other reserves consist of $0.2 million (2024: $0.2 million) which arose upon the acquisition of shares
in MSALABS in 2019.


25. NON-CONTROLLING INTEREST
MSALABS Ltd
MSALABS Ltd, a 91.3% (2024: 91.4%) owned subsidiary of the Company, has material non-
controlling interests (NCI). MSALABS Ltd is incorporated in Mauritius and has operations globally.
CMS (Tanzania) Ltd
CMS (Tanzania) Ltd is an 89.8% (80% direct, 9.8% indirect) owned subsidiary of the Company.
Summarised financial information in relation to MSALABS Ltd, before intra-Group eliminations and
CMS (Tanzania) Ltd is presented below together with amounts attributable to NCI.
Disclosure around IACA (see below) has not been included as it is not material to the Group.
Summarised Statement of Financial Position
MSALABS Ltd CMS (Tanzania) Ltd
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Assets
Non-current assets 49,766 64,262 87,5 52 93,366
Current assets 40,488 22,993 67,557 49,302
Total assets 90,254 87,255 155,109 142,668
Liabilities
Non-current liabilities 38 55 12 12
Current Liabilities 47,502 45,782 17,124 16,227
Total liabilities 47,540 45,837 17,136 16,239
Total net assets 42,714 41,418 137,973 126,429
Carrying amount of non-controlling interest 3,294 3,172 9,639 8,607
Summarised Statement of Profit or Loss and Other Comprehensive Income
MSALABS Ltd CMS (Tanzania) Ltd
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Revenue 73,495 43,647 76,349 86,351
Other income and expenses (63,747) (50,101) (57,363) (57,996)
Profit / (loss) before tax 9,748 (6,454) 18,986 28,355
Tax expense (2,845) (1,173) (8,867) (2,682)
Profit / (loss) for the year 6,903 (7,627) 10,119 25,673
Total comprehensive income / (loss) for the year 6,903 (7,627) 10,119 25,673
Profit / (loss) allocated to non-controlling interest 611 (1,660) 1,032 2,619



Graphics
Capital Limited
Annual Report 2025
139
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
26. LOANS AND BORROWINGS
2025 2024
$’000 $’000
Bank loans 59,835 76,388
Supplier credit facilities 31,805 36,288
Vendor financed mortgage 3,511 3,599
95,151 116,275
Less: Unamortised debt arrangement costs (335) (1,091)
Total loans and borrowings 94,816 115,184
Current 18,541 28,259
Non-current 76,275 86,925
Total loans and borrowings 94,816 115,184
Long-term liabilities consist of:
(a) $75 million revolving credit facility (“RCF”) provided by Standard Bank (Mauritius)
Limited and Nedbank Limited
The Company entered into a revolving credit facility agreement on 28 March 2023 as borrower
together with Standard Bank (Mauritius) Limited and Nedbank Limited (acting through its Nedbank
Corporate and Investment banking division) as lenders and arrangers, with Nedbank acting as agent
and security agent to borrow a revolving credit facility for an aggregate amount of $50 million with
the Company being able to exercise an accordion option to request an increase of the facility under
the terms and conditions of the Facility Agreement. The full accordion of $25 million was exercised
and completed April 2024 along with an extension of the facility to April 2027.
The revolving credit facility has been refinanced in March 2026 with a term loan of $37.5 million,
maturing in March 2029, and revolving credit facility of $37.5 million, maturing in March 2030.
The total available amount of the facility is currently $75 million. The interest rate on the RCF is the
prevailing three-month Secured Overnight Financing Rate (SOFR, payable in arrears) plus a margin
of 5.5%, and an annual commitment fee of 1.925% per annum is charged on any undrawn balances.
The amount utilised on the RCF was $57 million as at 31 December 2025 (2024: $60 million).
Under the terms of the RCF, the Group is required to comply with certain financial covenants
relating to:
• Interest Cover Ratio
• Gross Debt to EBITDA Ratio
• Debt Equity Ratio
• Tangible Net Worth
In addition, CAPD (Mauritius) Limited, as the borrower, is also required to comply with the Tangible
Net Worth covenant.

25. NON-CONTROLLING INTEREST CONTINUED
CMS (Tanzania) Ltd continued
Summarised Statement of Profit or Loss and Other Comprehensive Income continued
Summary of movement in non-controlling interest during the year:
International
Apprenticeship
CMS & Competency
MSALABS Ltd (Tanzania) Ltd Academy Ltd Total
$’000 $’000 $’000 $’000
Balance at 1 January 2025 3,172 8,607 34 11,813
Profit or (loss) 611 1,032 (10) 1,633
Change in ownership (489) – – (489)
Dividends paid – – – –
Balance at 31 December 2025 3,294 9,639 24 12,957
International
Apprenticeship
CMS & Competency
MSALABS Ltd (Tanzania) Ltd Academy Ltd Total
$’000 $’000 $’000 $’000
Balance at 1 January 2024 3,292 5,988 (10) 9,270
Profit or (loss) (1,660) 2,619 44 1,003
Change in ownership 1,572 – – 1,572
Dividends paid (32) – – (32)
Balance at 31 December 2024 3,172 8,607 34 11,813
During 2024, MSALABS completed a $25 million equity raise with $24.3 million coming from
the Group and $0.7 million from non-controlling interest. These funds were used to finance the
construction of new laboratories to support the continued rollout of both Chrysos PhotonAssay™
laboratories and the traditional geochemistry business. No such equity raise was required in 2025.
In the 2024 equity raise the Group agreed to fund any shareholder not willing to participate and as a
result purchased $3.2 million from non-controlling interests.


Graphics
Capital Limited
Annual Report 2025
140
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Notes to the Consolidated Financial Statements continued
26. LOANS AND BORROWINGS CONTINUED
(a) $75 million revolving credit facility (“RCF”) provided by Standard Bank (Mauritius)
Limited and Nedbank Limited continued
Security for the RCF comprises various pledges over the shares and claims of the Group’s entities
in Tanzania together with a debenture over the rigs in Tanzania and the assignment of material
contracts and their collection accounts in each of Egypt, Tanzania and Mali.
As at the reporting date and during the period under review, the Group has complied with all
covenants attached to the loan facilities.
(b) $40.5 million term loan provided by Macquarie Bank Limited (London Branch)
On 15 September 2022, the Group refinanced the senior secured, asset backed term loan facility
with Macquarie Bank Limited. The term of the loan is three years repayable in quarterly instalments
with an interest rate on the facility of the prevailing three- month SOFR plus a margin of 6.5% per
annum (payable quarterly in arrears). The loan is secured over certain assets owned by the Group
and currently located in Egypt together with guarantees provided by Capital Limited, Capital Drilling
Egypt LLC. The Group drew an additional $8.0 million in 2023. As at 31 December 2025, the amount
outstanding on the term loan was $0.7 million (2024: $13.1 million).
During the year under review, the Group has complied with all covenants (same as RCF) attached to
the term loan.
(c) Epiroc Financial Solutions AB credit agreements
The Group has a number of credit agreements with Epiroc, drawn down against the purchase of
rigs. The term of the agreements is four years repayable in 46 monthly instalments. The rate of
interest on most of the agreements is three-month SOFR plus a margin of 4.8%, with a fixed rate of
interest of the remaining agreements of 8.5% and 9.50%. As at 31 December 2025, the total drawn
under these credit agreements was $20.9 million (2024: $24 million).No covenants are attached to
this facility.
(d) $8.5 million term loan facility with Sandvik Financial Services AB (PUBL)
The Group has term loan facility agreement with Sandvik Financial Services AB (PUBL). The facility
is for the purchase of equipment from Sandvik AB, available in not more than four tranches. Interest
is payable quarterly in arrears at 5.45% per annum on the drawn amount. As at 31 December 2025
the balance outstanding was $0.9 million (2024: $2.5 million) and the facility is no longer available to
be drawn.
Additionally, the Group entered into a further $10 million facility agreement on 23 October 2023.
The rate of interest on this agreement is fixed at 8.15%. As at 31 December 2025, the balance
outstanding was $7.4 million (2024: $6.3 million). The balance amortises over four-years from the
date of draw down of each tranche.
No covenants are attached to these facilities.
(e) $5 million facility with Caterpillar Financial Services
The Group entered into a $5 million facility agreement with Caterpillar Financial Services
Corporation on 25 July 2023. The rate of interest on this agreement is three-month SOFR plus a
margin of 5.25%. The term of the agreement is 2 years repayable in 8 quarterly instalments. All
repayments can be subsequently redrawn. As at 31 December 2025, the balance outstanding was
$0.4 million (2024: $3.2 million).
During the year under review, the Group has complied with all covenants (same as RCF) attached to
the facility.
(f) $3.7m Mortgage with Byington Family Trust
The Group entered into a$3.7m mortgage with Byington Family Trust on 8 January 2024. The
property in Elko serves as collateral for the mortgage. The rate of interest is fixed at 7.50% until
maturity on 31 December 2034. As at 31 December 2025, the balance outstanding was $3.5 million.
No covenants are attached to this facility.
(g) $1.6m Business Loan Facility Agreement with Northrim Bank
The Group entered into a $1.6m Loan Facility Agreement with Northrim Bank on 27 August 2024.
The property in Fairbanks, Alaska serves as collateral for this loan. The rate of interest is three-month
SOFR plus a margin of 3% until maturity in January 2030. As at 31 December 2025, the balance
outstanding was $1.4 million.
During the period under review, the Group has complied with all covenants (same as RCF) attached
to the facility.


Graphics
Capital Limited
Annual Report 2025
141
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
28. TRADE AND OTHER PAYABLES
2025 As restated2024
$’000 $’000
Financial instruments:
Trade payables 20,666 26,828
Other payables – accrued expenses 18,678 10,909
Non-financial instruments:
Deferred income and advance payments 34,414 9,192
Other payables – employee related liabilities 20,562 17,015
VAT 3,570 4,175
Total trade and other payables 97,8 9 0 68,119
Current 92,886 60,608
Non-current 5,004 7,511
Total trade and other payables 97,8 9 0 68,119
Trade payables comprise liabilities for the purchase of goods and services which typically have
terms of 30 days. The Group has financial risk management policies in place to ensure that all
payables are paid within an appropriate credit time frame.
Included in deferred income and advance payments is $18 million (2024: $nil) relating to advances
received on key contracts.
Other payables – employee related liabilities is comprised of employment taxes, social security,
leave provisions and other related liabilities.

29. PROVISIONS
2025 2024
$’000 $’000
Current
At 1 January 203 487
Release of provisions - (284)
At 31 December 203 203
Provisions relate to operational claims and disputes that are expected to be settled during 2026. The
provisions represent management’s best estimate of the Group’s liability as at 31 December 2025.

27. DEFERRED TAX
2025 2024
$’000 $’000
Deferred tax liability
Fair value movements and excess of capital allowance over depreciation (34) (34)
Right-of-use lease assets (1,917) (2,709)
Timing of taxation on accrued income – (3,172)
Total deferred tax liability (1,951) (5,915)
Deferred tax assets
Tax losses 650 –
Right-of-use lease liabilities 2,015 2,720
Total deferred tax asset 2,665 2,720
Reconciliation of deferred tax asset / (liability)
At beginning of year (3,195) (34)
Initial recognition of right-of-use lease arrangements 98 11
Timing of taxation on accrued income 3,161 (3,172)
Tax losses 650 –
At end of year 714 (3,195)
At the reporting date, the Group has estimated tax losses carried forward of $38.1 million (2024:
$26.5 million) with a tax value of $7.7 million (2024: $6.8 million) available for offset against future
profits. A deferred tax asset of $0.7m has been recognised related to these losses, supported by
the expectation of sufficient future taxable profits, based on approved business plans and current
performance trends.



Graphics
Capital Limited
Annual Report 2025
142
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
31. NOTES SUPPORTING STATEMENT OF CASH FLOWS
31.1 Cash Generated from Operations
2025 As restated2024
$’000 $’000
Profit before taxation 93,543 32,946
Adjustments for:
Depreciation, amortisation, and impairments 31,846 34,771
ERP costs expensed 183 676
Share of loss / impairment of investment in associate 5,849 387
Loss on disposals 917 594
Depreciation and impairment of right-of-use assets 12,185 13,791
Share-based payment 3,089 539
Fair value gain on financial assets (65,993) (12,097)
Interest income (47) (38)
Dividend income (2,217) –
Finance costs 15,432 16,741
Other non-cash items 1,134 339
Unrealised foreign exchange (gain) / loss (1,831) 1,623
Decrease in expected credit loss provision 99 (160)
Bad debt write-offs 79 258
Changes in working capital:
Increase in inventories (3,998) (375)
Increase in trade and other receivables (7,045) (14,441)
Increase in trade and other payables 24,718 14,862
Increase in provisions - (283)
Cash generated from operations 107,943 90,133

30. CURRENT TAX PAYABLE / RECEIVABLE
2025 2024
$’000 $’000
Current tax receivable
Normal tax 789 421
Withholding tax 1,000 84
Total current tax receivable 1,789 505
Current tax payable
Normal tax 11,425 8,553
Withholding tax payable 1,763 2,087
Total current tax payable 13,188 10,640
The taxation paid for the period under review can be reconciled as follows:
Net amount payable at the beginning of the year 10,135 8,629
Amounts charged to the Statement of
Comprehensive Income (excluding deferred tax) 26,465 12,788
Net amount payable at the end of the year (including taxes in accruals) (17,086) (10,135)
Total taxation paid 19,514 11,282


Graphics
Capital Limited
Annual Report 2025
143
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
32. SEGMENTAL INFORMATION
Operating segments are identified on the basis of internal management reports regarding
components of the Group. These are regularly reviewed by the Chair in order to allocate resources
to the segments and to assess their performance. Operating segments are identified based on the
regions of operations. For the purposes of the segmental report, the information on the operating
segments have been aggregated into the principal regions of operations of the Group.
The Group’s reportable segments under IFRS 8 are therefore:
Africa Derives revenue from the provision of drilling and mining services, surveying
and mineral assaying.
Rest of the world Derives revenue from the provision of drilling services, surveying and mineral
assaying in jurisdictions such as Pakistan, USA, Saudi Arabia and Canada.

Segmental revenue and results
The following is an analysis of the Group’s revenue and results by reportable segment:
Africa Rest of the world Consolidated
2025 $'000 $’000 $’000
External revenue:
Drilling Services 198,084 40,659 238,743
Mining services – 26,357 26,357
Laboratory services 31,851 41,644 73,495
Surveying services 5,911 1,267 7,178
Total external revenue 235,846 109,927 345,773
Segment profit (loss) 60,853 5,926 66,779
Central administration costs and depreciation (20,212)
Profit from operations 46,567
Interest income 47
Dividend income 2,217
Finance charges (15,432)
Fair value loss on investments at fair value 65,993
Share of loss in associate (5,849)
Profit before tax 93,543

31. NOTES SUPPORTING STATEMENT OF CASH FLOWS CONTINUED
31.2 Reconciliation of Borrowings and Leases
Lease and Leases
borrowings liabilities Total
$'000 $’000 $’000
At 1 January 2025 115,184 33,786 148,970
Cash flows:
– Drawdowns 30,000 – 30,000
– Interest paid (11,105) (3,272) (14,377)
– Principal repayments (64,011) (11,786) (75,797)
Non-cash flows:
– Supplier credit facility received 13,259 – 13,259
– Interest expensed during the year 10,732 3,272 14,004
– Unamortised debt arrangement costs 756 – 756
– Additions to leases – 14,089 14,089
At 31 December 2025 94,815 36,089 130,904
Lease and Leases
borrowings liabilities Total
$'000 $’000 $’000
At 1 January 2024 102,573 29,450 132,023
Cash flows:
– Drawdowns 30,000 - 30,000
– Interest paid (11,387) (3,067) (14,454)
– Principal repayments (47, 262) (10,008) (57,270)
Non-cash flows:
– Supplier credit facility received 25,008 – 25,008
– Interest expensed during the year 12,038 3,067 15,105
– Vendor financed mortgage 3,680 – 3,680
– Unamortised debt arrangement costs 534 – 534
– Additions to leases – 14,344 14,344
At 31 December 2024 115,184 33,786 148,970


Graphics
Capital Limited
Annual Report 2025
144
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
32. SEGMENTAL INFORMATION CONTINUED
Segmental revenue and results continued
Africa Rest of the world Consolidated
2024 as restated $'000 $’000 $’000
External revenue:
Drilling Services 207,493 26,185 233,678
Mining services 65,242 – 65,242
Laboratory services 22,885 20,762 43,647
Surveying services 4,084 1,349 5,433
Total external revenue 299,704 48,296 348,000
Segment profit (loss) 98,904 (28,649) 70,255
Central administration costs and depreciation (32,317)
Profit from operations 37,93 8
Interest income 38
Finance charges (16,741)
Fair value gain on investments at fair value 12,097
Share of loss in associate (387)
Profit before tax 32,946
The following customers from the Africa segment contributed 10% or more to the Group’s revenue.
2025 2024
% %
Customer A 17 16
Customer B 9 26
Customer C 13 4
The accounting policies of the reportable segments are the same as the Group’s accounting policies.
Segment profit (loss) represents the profit (loss) earned by each segment without allocation of central
administration costs, depreciation, interest income, share of losses from associate, finance charges,
gains or losses of investments recognised at FVTPL and income tax. This is the measure reported to
the Chair for the purpose of resource allocation and assessment of segment performance.
Segment assets and liabilities
The following is an analysis of the Group’s assets and liabilities by reportable segment:
2025 As restated2024
$’000 $’000
Segmental assets:
Africa 623,222 622,975
Rest of the world 288,785 270,174
Total segmented assets 912,007 893,149
Head office companies 503,073 445,062
1,415,080 1,3 38,211
Eliminations (784,204) (825,411)
Total assets 630,876 512,800
Segmental liabilities
Africa 230,242 269,884
Rest of the world 148,482 124,697
Total segmental liabilities 378,724 394,581
Head Office companies 429,917 440,679
808,641 835,260
Eliminations (566,455) (604,133)
Total liabilities 242 ,186 231,127
For the purposes of monitoring segmental performance and allocating resources between
segments, the Chair monitors the tangible, intangible and financial assets attributable to each
segment. All assets are allocated to reportable segments with the exception of property, plant and
equipment used by the head office companies and investment amounts totalling $0.4 million (2024:
$16.8 million) included in other receivables and $18.4 million (2024: $6.0 million) in cash and cash
equivalents held by the Head Office companies.
As part of the segmental reporting, all the liabilities have been allocated to the respective segments
with the exception of the long-term liabilities of $64.8 million (2024: $77 million) and part of the trade
payables and intercompany balances held at the level of the head office which is eliminated at the
Group level.


Graphics
Capital Limited
Annual Report 2025
145
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through the optimisation of the debt and
equity balance. The Group’s overall strategy remains unchanged from 2024.
The capital structure of the Group consists of debt (refer to Note 26), cash and cash equivalents
(refer to Note 21) and equity attributable to equity holders of the parent, comprising issued capital,
reserves and retained earnings and the Statement of Changes in Equity.
The Group’s capital structure and going concern are dependent on the Company’s ability to obtain
cash resources from its subsidiaries. There are currently no severe long-term restrictions in place
which impairs the Company’s ability to repatriate funds from its subsidiaries.
Under the terms of the RCF from Standard Bank (Mauritius) Limited and Nedbank Limited, the
financing facility provided by Caterpillar and the term loans provided by Macquarie Bank Limited
and Northrim, the Group is required to comply with certain financial covenants relating to:
• Interest Cover Ratio
• Gross Debt to EBITDA Ratio
• Debt to Equity Ratio
• Tangible Net Worth
• Loans to Value Ratio (applicable only to loan from Macquarie Bank Limited)
In order to meet Capital’s risk management objectives, the Group aims to ensure it meets these
financial covenants attached to the loans. There have been no breaches of the financial covenants
during the reporting period.
Risk management is conducted within a framework of policies and guidelines that are continuously
monitored by management and the Board of Directors. The objective is to minimise exposure to
market risks (interest rate risk, foreign currency risk and price risk), credit risk and liquidity risk.



32. SEGMENTAL INFORMATION CONTINUED
Other segmental information
Non-Cash items included in profit or loss:
2025 2024
$’000 $’000
Depreciation and impairment on property, plant and equipment
Africa 27,90 5 40,346
Rest of the world 15,811 7,50 6
Total segmental depreciation and impairment 43,716 47,852
Head Office companies 315 711
Total depreciation and impairment 44,031 48,563
Taxation expense
Africa 19,140 14,726
Rest of the world (144) 566
Total segmental expense 18,996 15,292
Head Office companies 3,560 657
22,556 15,949
Impairment on Inventory
Africa
Stock Provision 1,125 358
Stock Write-offs 699 650
Rest of the world
Stock Provision 9 27
Stock Write-offs 27 36
Total segmental impairment 1,860 1,071
Head office companies – –
1,860 1,071


Graphics
Capital Limited
Annual Report 2025
146
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Gearing
The gearing ratio at the end of the reporting period was as follows:





Note(s) 2025 As restated2024
$’000 $’000
Lease liabilities 14 36,089 33,786
Total loans and borrowings 26 95,151 116,275
Total debt 131,240 150,061
Cash and cash equivalents 21 (63,376) (40,526)
Net debt 67,864 109,535
Less: lease liabilities (36,089) (33,786)
Adjusted net debt 31,775 75,749
Equity 388,690 281,673
Adjusted debt to equity ratio 8.17% 26.89%
Categories of financial instruments
The following table details the categories of financial instruments and their carrying values in the
Statement of Financial Position for the Group.
Categories of financial assets

Fair value through
profit or loss –
Mandatory Amortised cost Total
2025 Note(s) $’000 $’000 $’000
Investments at fair value 20 99,801 – 99,801
Trade receivables 18 – 52,288 52,288
Non-current receivables 19 5,685 – 5,685
Cash and cash equivalents 21 – 63,376 63,376
105,486 115,664 221,150
2024 Note(s) Fair value through profit or loss – Mandatory Amortised cost Total
$’000 $’000 $’000
Investments at fair value 20 30,304 – 30,304
Trade receivables 18 – 60,226 60,226
Non-current receivables 19 5,685 – 5,685
Cash and cash equivalents 21 – 40,526 40,526
35,989 100,752 136,741
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2
or 3 based on the degree to which the inputs to the fair value measurements are observable and the
significance of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable
for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
Categories of financial liabilities
Note(s) Amortised cost Total
$’000 $’000
2025
Trade and other payables 28 39,344 39,344
Loans and borrowings 26 95,151 95,151
134,495 134,495
2024 as restated
Trade and other payables 28 37,737 37,737
Loans and borrowings 26 116,275 116, 275
154,012 154,012
At 31 December 2025, the Group did not have any financial liabilities measured at fair value through
profit or loss or other comprehensive income (2024: $nil).
The carrying values of financial assets and financial liabilities in the Statement of Financial Position
for the Group approximate their fair values.



Graphics
Capital Limited
Annual Report 2025
147
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Financial risk management
Foreign currency risk
The Group’s activities expose it to the financial risks of fluctuations in foreign currency exchange
rates. In order to manage the Group’s risk to foreign currency fluctuations, the Group tries to match
the currency of operating costs with the currency of revenue as well as the currency of financial
assets with currency of financial liabilities. Financial assets and liabilities denominated in foreign
currencies are reviewed regularly by Management to ensure that the Group is not unduly exposed to
foreign currency risk.
Further to this, the Group manages its exposure on foreign cash balances by converting excess
local currency cash to United States Dollar to minimise local currency cash balances maintained.
The carrying amounts of the Group’s foreign currency denominated monetary assets, cash and
cash equivalents, trade receivables, monetary liabilities and trade payables at 31 December 2025
are as follows
2025 2024
$’000 $’000
Financial assets
Australian Dollar (2025: AUD 0.5 million; 2024: AUD 3.6 million) 322 2,225
Euro (2025: EUR 1.8 million; 2024: EUR 0.9 million) 2,131 987
Mauritanian Ouguiya (2025: MRU 65.2 million; 2024: MRU 34.5 million) 1,637 865
West African CFA (2025: XOF 7,511 million; 2024: XOF 8,085 million) 12,995 12,419
West African CFA (2025: XAF 3,533 million; 2024: XAF 5,027 million) 6,313 7,999
West African CFA (2025: 5,807 XOS million; 2024: XOS 4,564 million) 5,807 7,0 89
Guinea Franc (2025: GNF 6,388 million; 2024: GNF 33,758 million) 733 3,925
Pakistan Rupee (2025: PKR 435 million; 2024: PKR 879 million) 1,551 3,153
All other currencies 7,701 2,729
39,189 41,391
2025 2024
$’000 $’000
Financial liabilities
Australian Dollar (2025: AUD 1.6 million; 2024: AUD 1.8 million) 1,275 1,121
Canadian Dollar (2025: CAD 2.2 million; 2024: CAD 1.7 million 1,657 1,156
Egyptian Pound (2025: EGP 11.5 million; 2024: EGP 21.7 million) 247 427
Euro (2025: EUR 1.0 million; 2024: EUR 1.7 million) 1,278 1,731
Guinea Franc (2025: GNF 1,325 million; 2024: GNF 2,950 million) 152 343
Tanzanian Shillings (2025: TZS 1,457 million; 2024: TZS 2,279 million) 617 952
British Pound (2025: GBP 0.5 million; 2024: GBP 0.4 million) 739 497
Pakistan Rupee (2025: PKR 92.5 million; 2024: PKR 32.4 million) 353 116
South African Rands (2025: ZAR 2.9 million; 2024: ZAR 9.1 million) 269 484
West African CFA (2025: XOF 437.0 million; 2024: XOF 320.6 million) 804 492
West African CFA (2025: XAF 135.1 million; 2024: XAF 365.8 million) 250 582
West African CFA (2025: XOS nil 2024: XOS 136.1 million) - 211
All other currencies 287 437
7,928 8,549





Graphics
Capital Limited
Annual Report 2025
148
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Financial risk management continued
Foreign currency risk continued
The following table details the Group’s sensitivity to a 10% change in the United States Dollar
against the relevant foreign currencies. The sensitivity analysis includes the outstanding foreign
currency denominated monetary items at year end and adjusts their translation for a 10% change in
foreign currency rates. A positive number below indicates an increase in profit before tax where the
United States Dollar strengthens by 10% against the relevant currency. For a 10% weakening of the
United States Dollar against the relevant currency, there would be an equal and opposite impact on
the profit before tax.
2025 2024
$’000 $’000
Australian Dollar 87 (100)
Canadian Dollar (213) 34
Euro (78) 68
Guinea Franc (53) (326)
Mauritanian Ouguiya (144) (74)
Pakistan Rupee (109) (276)
Tanzanian Shillings (70) 22
West African CFA – XOF (1,108) (1,084)
West African CFA – XAF (551) (674)
West African CFA – XOS (528) (625)
All other currencies (75) 51
(2,842) (2,984)
Interest rate risk management
As a result of changes in interest rates, the Group is exposed to interest rate risk as entities in the
Group borrow funds at variable interest rates and therefore borrowing costs could increase with
rate increases. The risk is managed by the Group by maintaining a conservative gearing ratio.
The Group’s exposure to interest rates on financial liabilities are detailed below.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates at the
date of the Statement of Financial Position. For floating rate liabilities, the analysis is prepared using
the average balance outstanding for the year. A 200-basis point (2024: 200-basis points) increase
or decrease is used when reporting interest rate risk internally to key management personnel and
represents Management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 200 basis points higher and all other variables were held constant, the
Group’s profit before taxation for the year ended 31 December 2025 would decrease by $2.3
million (2024: $2.3 million). This is mainly attributable to the Group’s exposure to interest rates on
its variable rate borrowings. The decrease in the Group’s sensitivity to interest rates, is directly
attributable to the variable interest rate long-term debt facilities, offset by the settlements that
occurred during the year, as disclosed in Note 26.
Equity price risk management
The Group holds equity investments and is exposed to equity price risk. Equity investments are held
for strategic purposes rather than trading purposes and the Group does not actively trade these
investments. The investments are actively monitored and proactively managed. New investments
are required to satisfy a number of criteria with non-executive oversight. If equity prices had been
5% higher and all other variables were held constant, the Group’s profit before taxation for the year
ended 31 December 2025 would increase by $4.7 million (2024: $1.5 million).


Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Credit risk relates to potential exposure on trade and other receivables
and bank balances.
Before accepting any new customer, the Group assesses the potential customer’s credit quality and
defines credit limits for each customer. Customers credit limits are reviewed annually. The Group’s
credit risk is concentrated as the Group currently provides mining and drilling services to a limited
number of major and mid-tier mining companies as well as junior exploration companies.
The Group’s exposure to credit risk is minimized as customers are given 30 to 45 days credit
periods for services rendered. As at 31 December 2025, 1 customer individually contributed 10% or
more to the Group’s trade receivables (2024: 3 customers).
An expected credit loss allowance of $0.1 million has been recognised (2024: $4.5 million).
Further disclosures regarding trade and other receivables, which are neither past due nor impaired,
are provided in Note 19.
Credit risk also arises from cash and cash equivalents with banks and financial institutions. For banks
and financial institutions, only independently rated parties with minimum rating “A” are accepted.




Graphics
Capital Limited
Annual Report 2025
149
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Financial risk management continued
Liquidity risk management
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Group
manages liquidity risk by maintaining adequate reserves, banking and reserve borrowing facilities,
continuously monitoring forecast and actual cash flows and by matching the maturity profiles of
financial assets and liabilities.
Liquidity risk tables:
The following table details the Group’s remaining contractual maturity for its financial assets and
liabilities with agreed repayment periods. The tables for assets have been drawn up based on the
undiscounted contractual maturities of the financial assets including interest that will be earned on
those assets. The tables for liabilities represent undiscounted cash flows of financial liabilities based
on the earliest repayment date on which the Group can be required to pay at the reporting date:
3 Months–
1 Month 1–3 Months 1 year 1–5 years
2025 $’000 $’000 $’000 $’000
Financial assets
Financial assets under Amortised Cost 42,813 6,732 2,706 37
Financial Liabilities
Non-interest bearing – Financial Liabilities
at Amortised Cost 20,196 11,345 6,565 519
Variable interest rate instruments 7,210 2,597 8,764 76,244
Lease Liabilities 971 2,039 8,401 24,678
3 Months–
1 Month 1–3 Months 1 year 1–5 years
2024 $’000 $’000 $’000 $’000
Financial assets
Financial assets under Amortised Cost 38,719 12,394 3,604 5,509
Financial Liabilities
Non-interest bearing – Financial Liabilities
at Amortised Cost 10,414 19,466 7,053 803
Variable interest rate instruments 4,500 7,141 16,623 86,920
Lease Liabilities 950 1,920 8,690 22,226
Financing facilities
The following table details the Group’s secured loan facilities (undiscounted) at the reporting date.
2025 2024
$’000 $’000
Available amount 184,800 193,200
Unutilised amount (18,000) (18,000)
Utilised amount 166,800 175,200






34. FAIR VALUE MEASUREMENTS
Fair value adjustment on financial assets through profit or loss (investments)
The Group’s fair value adjustments on financial assets through profit or loss are listed and unlisted
equity securities in the mining industry as well as other receivables which are measured at fair value at
the end of each reporting period. The listed equity securities are designated as Level 1 financial assets
in the fair value hierarchy. Their fair value is determined using quote bid prices in an active market. The
fair value of these financial assets FVPTL amounted to $99.8 million (2024: $30.3 million).
The fair values of financial instruments that are not traded in an active market and other receivables
are determined using standard valuation techniques. These valuation techniques maximise the
use of observable market data where available and rely as little as possible on Group specific
estimates. The Directors consider that the carrying value amounts of financial assets and financial
liabilities recorded at amortised cost in the Group’s Annual Financial Statements are approximately
equal to their fair values. The fair values disclosed for the financial assets and financial liabilities
are classified in level 3 of the fair value hierarchy have been assessed to approximate their carrying
amounts based on a net asset or cost approach for the equity securities and an income approach
for other receivables.



Graphics
Capital Limited
Annual Report 2025
150
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
38. PRIOR PERIOD RESTATEMENTS
During the year, the Group identified errors in the configuration of the payroll system in one of our
countries of operation, which resulted in the miscalculation of certain employee payroll taxes and
employer social contributions during 2023 and 2024. The net impact on 2023 was $0.4 million,
comprising an understatement of employee taxes of $0.7 million and an overstatement of employer
social contributions of $0.3 million; this net impact was assessed as immaterial to warrant the
presentation of a third balance sheet. The errors have been corrected through an adjustment
to opening retained earnings as at 1 January 2024. The net impact on 2024 was $1.3 million,
consisting of an understatement of employee taxes of $2.1 million and an overstatement of
employer social contributions of $0.8 million. A receivable has been recognised for the overpaid
employer social contributions, which will be offset against future statutory obligations in 2026. The
under declared employee taxes have been recognised as a current liability to be settled in 2026 .
There is no income tax effect of these adjustments in accordance with local tax rules.
As previously
reported Adjustment As restated
Statement of financial position $’000 $’000 $’000
1 January 2024
Accounts receivable – sundry 4,025 303 4,328
Other receivables (current) 24,055 303 24,358
Total current assets 217,750 303 218,053
Total assets 467,748 303 468,051
Profit for the year 38,530 (394) 38,136
Retained income 195,515 (394) 195,121
Equity attributable to owners of the parent 263,877 (394) 263,483
Total equity 273,147 (394) 272,753
Other payables – employee related liabilities 9,649 697 10,346
Trade and other payables (current) 50,685 697 51,382
Total current liabilities 95,880 697 96,577
Total liabilities 194,601 697 195,298
Total equity and liabilities 467,74 8 303 468,051

35. AUDITOR’S REMUNERATION
The Group auditors are BDO LLP (“BDO”). The Group has engaged BDO London and other global
BDO audit firms to provide both audit and non-audit services to its various subsidiaries.
2025 2024
$’000 $’000
Fees paid to the Group’s auditor
The audit of the Group’s Annual Financial Statements 829 688
Non-audit services – Group 124 100
Fees paid to associates of the Group’s auditor
The audit of the Group’s subsidiaries 129 135
Non-audit services – BDO Egypt and BDO DRC 39 26
1,121 949

36. RELATED PARTIES
During the year, the Company and its subsidiaries, in the ordinary course of business, entered into
various sale and purchase transactions. All transactions are entered into at amounts negotiated
between the parties.
2025 2024
$’000 $’000
Directors’ emoluments
Short Term Benefits 2,993 2,249
Share Based Payments 859 1,066
3,852 3,315
The Group considers the Key Management Personnel to be limited to the Board of Directors as they
are responsible for planning and directing the Group’s activities. The detail of the Directors’ share
transactions are included in the Remuneration Committee Report on page 91.


37. COMMITMENTS
The Group has the following commitments:
2025 2024
$’000 $’000
Committed capital expenditure 19,671 12,074
The Group had outstanding purchase orders amounting to $29.4 million (2024: $15.4 million) at the
end of the reporting period of which $19.7 million (2024: $12.1 million) were for capital expenditure.



Graphics
Capital Limited
Annual Report 2025
151
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Notes to the Consolidated Financial Statements continued
38. PRIOR PERIOD RESTATEMENTS CONTINUED
Statement of financial position As previously reported Adjustment As restated
$’000 $’000 $’000
31 December 2024
Accounts receivable – sundry 2,948 1,072 4,020
Other receivables (current) 26,044 1,072 27,116
Total current assets 219,517 1,072 220,589
Total assets 511,728 1,072 512,800
Retained income 202,674 (1,715) 200,959
Equity attributable to owners of the parent 271,575 (1,715) 269,860
Total equity 283,388 (1,715) 281,673
Other payables – employee related liabilities 14,227 2,787 17,014
Trade and other payables (current) 57,821 2,787 60,608
Total current liabilities 108,483 2,787 111,270
Total liabilities 228,340 2,787 231,127
Total equity and liabilities 511,728 1,072 512,800
Income statement As previously reported Adjustment As restated
$’000 $’000 $’000
31 December 2024
Cost of sales (203, 233) (1,321) (204,554)
Gross profit 144,767 (1,321) 143,446
Operating profit 39,260 (1,321) 37,939
Profit before taxation 34,267 (1,321) 32,946
Profit for the year and other comprehensive income 18,318 (1,321) 16,997
Profit and other comprehensive income attributable to:
Owners of the parent 17,315 (1,321) 15,994
Earnings per share
Basic earnings per share 8.87 (0.67) 8.20
Diluted earnings per share 8.85 (0.67) 8.18


39. CONTINGENCIES
As a result of the multiple jurisdictions in which the Group operates, there are a number of ongoing
tax audits. In the opinion of Management none of these ongoing audits represent a reasonable
possibility of a material settlement and as such, no contingent liability disclosure is required.

40. EVENTS AFTER THE REPORTING PERIOD
There have been no significant events affecting the Group since the year end.

41. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS
The Annual Financial Statements set out on pages 109 to 151 were approved by the Board of
Directors on 19 March 2026 in London.


Graphics
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
152
Capital Limited
Annual Report 2025
Supplementary
Information
153 Alternative Performance Measures
156 Shareholder Information

Graphics
Capital Limited
Annual Report 2025
153
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Alternative Performance Measures
RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES TO THE
FINANCIAL STATEMENTS:
ARPOR can be reconciled from the financial statements as per the below:
2025 As restated2024
$’000 $’000
Revenue per financial statements ($’000) 345,775 348,000
Non-drilling revenue ($’000) (118,135) (123,671)
Revenue used in the calculation of ARPOR ($’000) 227,640 224,329
Monthly average active operating rigs (no. of rigs) 100 92
Monthly average operating rigs (no. of rigs) 137 126
ARPOR ($’000 per rig) 191 204
EBITDA can be reconciled from the financial statements as per the below:
2025 As restated2024
$’000 $’000
Profit for the year 70,987 16,997
Depreciation, amortisation and impairments 44,031 48,562
Taxation 22,556 15,949
Interest income (47) (38)
Finance charges 15,432 16,741
Dividend income (2,217) –
Share of loss in associate 5,849 387
Fair value adjustments on financial assets (65,993) (12,097)
EBITDA 90,598 86,501
In addition to GAAP figures reported under International Financial Reporting Standards (IFRS),
Capital Limited provides certain alternative performance measures (APMs). These APMs are
used internally in the management, planning, budgeting and forecasting of the business and are
also considered to be helpful in term of the external understanding of the Group’s underlying
performance. As these are non-GAAP measures, they should not be considered as replacements for
IFRS measures. The Company’s definition of these non-GAAP measures may not be comparable to
other similarly titled measures reported by other companies.
The use of APMs by listed companies to better explain performance and provide additional
transparency and comparability is common. However, APMs should always be considered in
conjunction with IFRS reported numbers and not used in isolation. Commentary within the Annual
Report, including the Chief Financial Officer’s Review, as well as the Consolidated Financial
Statements and the accompanying notes, should be referred to in order to fully appreciate all the
factors that affect our business. We strongly encourage readers not to rely on any single financial
measure, but to carefully review our reporting in its entirety.
The following terms and alternative performance measures were used for the year ended
31 December 2025.
ARPOR Average Revenue Per Operating Rig
EBITDA Earnings before interest, taxes, depreciation, amortisation, impairments, share of associates, net loss and fair value gain / loss on investments
EBIT Earnings before interest, taxes, fair value gain / loss on investments, dividend income and share of loss in associates
ADJUSTED EBITDA EBITDA as defined above less cash cost of the IFRS 16 leases and exceptional items
NET CASH / (DEBT) Cash and cash equivalents less short-term and long-term debt (excluding lease liabilities)
ADJUSTED CASH FROM OPERATIONS Cash from Operations less cash cost of the IFRS 16 leases

Graphics
Capital Limited
Annual Report 2025
154
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES TO THE
FINANCIAL STATEMENTS continued:
2025 As restated2024
$’000 $’000
EBITDA can be reconciled from the financial statements as per the below:
Operating profit (EBIT) 46,567 37,939
Depreciation, amortisation and impairments 44,031 48,562
EBITDA 90,598 86,501
EBITDA Margin 26.2% 24.9%
Adjusted EBITDA can be reconciled from the financial statements as per the below:
Operating profit (EBIT) 46,567 37,939
Depreciation, amortisation and impairments 44,031 48,562
Cash cost of IFRS 16 leases (Note 14) (15,058) (13,075)
Exceptional items1 3,913 5,206
Adjusted EBITDA 79,453 78,632
Adjusted EBITDA margin 23.0% 22.6%
Adjusted cash from operations can be reconciled from the financial statements as per the below:
Cash generated from operations 113,629 90,133
Cash cost of IFRS 16 leases (Note 14) (15,058) (13,075)
Adjusted Cash from operations 98,571 77,058
1 Exceptional items in 2025 comprise of ERP implementation costs of $3.9m. Exceptional items in 2024 comprises of ERP
implementation costs of $2.7m and provision for VAT receivables of $2.5m.
2025 As restated2024
$’000 $’000
Adjusted net cash (debt) can be reconciled from the financial statements as per the below:
Cash and cash equivalents 63,376 40,526
Loans and borrowings (95,151) (116,275)
Adjusted net (debt) / cash (31,775) (75,749)
Alternative Performance Measures continued

Graphics
Capital Limited
Annual Report 2025
155
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
ADJUSTED CASH FROM OPERATIONS
Adjusted cash from operations is a non-GAAP measured defined as cash generated from operations
less cash cost of IFRS 16 leases. Management believes this measure represents the operational
performance of the Group as well as the effect of leases as one of the key operating components
of the Group’s business.
NET CASH (DEBT)
Net cash (debt) is a non-GAAP measure that is defined as cash and cash equivalents less short
term and long-term debt.
Management believes that net cash (debt) is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates the level of borrowings after taking
account of cash and cash equivalents within the Group’s business that could be utilised to pay
down the outstanding borrowings. Management believes that net debt can assist securities
analysts, investors and other parties to evaluate the Group. Net cash (debt) and similar measures
are used by different companies for differing purposes and are often calculated in ways that reflect
the circumstances of those companies. Accordingly, caution is required in comparing net debt as
reported by the Group to net cash (debt) of other companies.
ADJUSTED NET CASH (DEBT)
Adjusted net cash (debt) is defined as cash and cash equivalents less short term and long term
debt, excluding IFRS 16 lease liabilities.
AVERAGE REVENUE PER OPERATING RIG
ARPOR is a non-financial measure defined as the monthly average drilling specific revenue for
the period divided by the monthly average active operating rigs. Drilling specific revenue excludes
revenue generated from shot crew, a blast hole service that does not require a rig to perform but
forms part of drilling. Management uses this indicator to assess the operational performance across
the board on a period-by-period basis even if there is an increase or decrease in rig utilisation.
EBITDA
EBITDA represents profit or loss for the year before interest, income taxes, depreciation and
amortisation and fair value adjustments on financial assets at fair value through profit or loss
and realised gain (loss) on FVTOCI shares.
EBITDA is non-IFRS financial measures that is used as a supplemental financial measure by
management and external users of financial statements, such as investors, to assess our financial
and operating performance. This non-IFRS financial measure will assist our management and
investors by increasing the comparability of our performance from period to period.
i) Increasing the comparability of our performance from period to period;
ii) Understanding and analysing the results of our operating and business performance; and
iii) Monitoring our ongoing financial and operational strength in assessing whether to continue to
hold our shares. This is achieved by excluding the potentially disparate effects between periods
of depreciation and amortisation, income (loss) from associate, interest income, finance charges,
fair value adjustment on financial assets at fair value through profit or loss and realised gain
(loss) on FVTOCI shares, which may significantly affect comparability of results of operations
between periods.
EBITDA has limitations as an analytical tool and should not be considered as an alternative to,
or as substitutes for, or superior to, profit or loss for the period or any other measure of financial
performance presented in accordance with IFRS. Further, other companies in our industry may
calculate this measure differently, limiting its usefulness as a comparative measure.
ADJUSTED EBITDA
Adjusted EBITDA represents profit or loss for the year before interest, income taxes, depreciation
& amortisation, impairment, share of associate net loss, fair value adjustments on financial assets
at fair value through profit or loss and realised gain (loss) on fair value through profit or loss
investments and net of cash cost of the IFRS 16 leases and exceptional items (ERP cost and
provision for VAT receivables).
Alternative Performance Measures continued

Graphics
Capital Limited
Annual Report 2025
156
Strategic Report Sustainability Financial Statements Supplementary Information
Corporate Governance
Shareholder Information
Capital Limited
Bermuda registered number 34477
Registered Office
Victoria Place, 5th Floor 31 Victoria Street, Hamilton, HM 10, Bermuda
Corporate Head Office
Ground Floor 10/11 Park Place, London, SW1A 1LP
Investor Relations
Company Secretary
Catherine Apthorpe ([email protected])
Website
www.capdrill.com
Registrar
Computershare Investor Services (Jersey) 13 Castle Street,
St Helier, Jersey, JE1 1ES Channel Islands
Auditor
BDO LLP, 55 Baker Street, London W1U 7EU
Bank
Standard Bank (Mauritius) Limited 9th Floor, Tower A 1 CyberCity, Ébène, Mauritius
Broker
Tamesis Partners LLP, 125 Old Broad Street, London, EC2N 1AR
Stifel Nicolaus Europe Limited, 150 Cheapside, London, EC2V 6FT
Panmure Liberum Limited, 25 Ropemaker Street, London, EC2Y 9LY
PR
FTI Consulting Inc, 200 Aldersgate, Aldersgate Street, London EC1A 4HD
Standard financial calendar
Accounting period end 31 December
Annual Report published March
Annual General Meeting May
Interim results published August
Stock Exchange listing
The Company’s shares are admitted to the Equity Shares (Commercial Companies) (“ESCC”)
category on the Main Market of the London Stock Exchange where they are traded. The Common
Shares (as defined below) themselves are not admitted to CREST, but dematerialised depositary
interests representing the underlying Common Shares issued by Computershare Investor
Services PLC can be held and transferred through the CREST system. The rights attached to the
Common Shares are governed by the Companies Act 1981 (Bermuda) (as amended) (the Act)
and the Company’s Bye-Laws as adopted on 3 December 2003 and as amended and restated by
resolutions of the Shareholders dated 28 May 2010, 29 April 2015 and 27 April 2016 (the Bye-Laws).
Dividend
The Company has resolved to declare a final dividend for 2025 of 1.3 cents per share.
Substantial shareholdings
The interests in the table below reflect TR-1 notifications received by the Company as at
31 December 2025, indicating shareholdings of more than 3% of the issued share capital of
the Company.
Shareholder Percentage of voting rights held
(%)
Aberforth Partners 11.34
Aegis Financial Corporation 10.23
Jamie Boyton 9.76
Fidelity International 9.70
Premier Miton Investors 5.83
Brian Rudd 5.05
Ruffer 4.72
River Global Investors 4.33
Harwood Capital 3.12
James Edward Armitage 3.09
Allianz Global Investors 3.00

Graphics
Capital Limited
Annual Report 2025
157
Strategic Report Sustainability Financial Statements Supplementary InformationCorporate Governance
Shareholder Information continued
Shares in issue
There was a total of 225,303,781 Common Shares in issue at 31 December 2025.
Company Bye-Laws
The Company is incorporated in Bermuda and the UK City Code on Takeovers and Mergers
(the City Code) therefore does not apply to the Company. However, the Company’s Bye-Laws
incorporate material City Code protections appropriate for a company to which the City Code does
not apply.
The Bye-Laws of the Company may only be amended by a resolution of the Board and by a
resolution of the shareholders. The Bye-Laws of the Company can be accessed here: www.capdrill.
com/corporategovernance.
Share capital
The Company has one class of shares of $0.0001 each (the Common Shares). Details of the
Company’s authorised and issued Common Share capital together with any changes to the share
capital during the Year are set out in note 22 to the Financial Statements.
Power to issue shares
At the AGM held on 5 June 2025 (the 2025 AGM), authority was given to the Directors to allot:
i) Equity Securities up to a maximum aggregate nominal amount of $6,557.40 (being 65,574,092)
Common Shares which represented one third of the Company’s Common Share capital)
ii) Equity securities for cash on a non-pre-emptive basis up to a maximum aggregate nominal
amount of $1,967.22, representing approximately 10% of the issued share capital.
At the GM held on 11 December 2025, authority was given to the Directors to allot:
i) the Tranche 2 Placing Shares pursuant to the Placing which completed on 11 December 2025.
ii) the Tranche 2 Placing Shares for cash other than on a non-pre-emptive basis;
iii) Equity securities for cash on a non-pre-emptive basis up to a maximum aggregate nominal
amount of $2,253.0378 representing approximately 10% of the issued share capital.
Share rights
In accordance with the Company’s Bye-Laws, shareholders have the right to receive notice of and
attend any general meeting of the Company. Each shareholder who is present in person (or, being
a corporation, by representative) or by proxy at a general meeting on a show of hands has one vote
and, on a poll, every such holder present in person (or, being a corporation, by representative) or by
proxy shall have one vote in respect of every Common Share held by them.
There are no shareholders who carry any special rights with regard to the control of the Company.
Restriction on transfer of shares
There are no restrictions on the transfer of Common Shares other than:
• The Board may at its absolute discretion refuse to register any transfer of Common Shares
over which the Company has a lien or which are not fully paid up provided it does not prevent
dealings in the Common Shares on an open and proper basis.
During the Year, the Board did not place a lien on any shares nor did it refuse to transfer any
Common Shares. The Board shall refuse to register a transfer if:
• It is not satisfied that all the applicable consents, authorisations and permissions of any
governmental body or agency in Bermuda have been obtained.
• Certain restrictions on transfer from time to time are imposed by laws and regulations.
• So required by the Company’s share dealing code pursuant to which the Directors and
employees of the Company require approval to deal in the Company’s Common Shares.
• Where a person who holds default shares (as defined in the Bye-Laws) which represent at least
0.25% of the issued shares of the Company has been served with a disclosure notice and has
failed to provide the Company with the requested information in connection with the shares.
Repurchase of shares
The Company may purchase its own shares for cancellation or to acquire them as treasury shares in
accordance with the Company’s bye-laws and the Companies Act 1981 (Bermuda) on such terms
as the Board shall think fit. The Board may exercise all the powers of the Company to purchase or
acquire all or any part of its own shares in accordance with the Companies Act 1981 (Bermuda),
provided, however, that such purchase may not be made if the Board determines in its sole
discretion that it may result in a non de minimis adverse tax, legal or regulatory consequence to the
Company, any of its subsidiaries or any direct or indirect holder of shares or its affiliates.
Investor relations
The Annual Report and Accounts is available on Capital’s website. Investor relations enquiries
should be addressed to the investor relations team in the London office at [email protected].
Shareholder enquiries
Any enquiries concerning your shareholding should be addressed to the Company’s registrar.
The registrar should be notified promptly of any change in a shareholder’s address or other details.

Graphics
Capital Limited
www.capdrill.com