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WKN: A2QA8R | ISIN: GB00BMDFKP05 | Ticker-Symbol:
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21.10.25 | 08:03
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Evrima Plc - Annual Financial Report

Evrima Plc - Annual Financial Report

PR Newswire

LONDON, United Kingdom, June 30

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY EVRIMA PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 June 2026

Evrima Plc [AQSE: EVA]

("Evrima" or the "Company")

Audited Annual Results for the Year Ended 31 December 2025

Evrima Plc, an investment issuer focused on commodities, mineral exploration and development, announces its audited final results for the year ended 31 December 2025.

The financial information below has been extracted from the audited financial statements of the Company for the year ended 31 December 2025, which have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS102") and the Companies Act 2006. The Annual Report is available from the Company's website at www.evrimaplc.com .

The Directors of Evrima accept responsibility for this announcement.

-Ends-

Enquiries:

Company:

Burns Singh Tennent-Bhohi (CEO & Director) burns@evrimaplc.com

Bowsprit Partners Limited (Corporate Adviser):

John Treacy / Luis Brime +44 (0) 203 833 4430

Review of business

The year ended 31 December 2025 was a year of real progress for Evrima Plc (the "Company"), and one in which the Board believes the Company moved decisively forward. During the year Evrima broadened its own market profile, kept tight control of its costs, managed its portfolio actively and, most significantly, saw its principal investment, Eastport, complete a successful public listing. Together these developments leave the Company in its strongest position to date.

At a corporate level, the Company secured a secondary quotation of its ordinary shares on the Quotation Board segment of the Open Market of the Frankfurt Stock Exchange, trading under the ticker "79R". The Board sees this as a practical step towards improved access to the Company's shares for investors across continental Europe. The Board itself was also strengthened by the appointment of David Eaton as Non-Executive Director, whose capital-markets experience is already proving valuable. David succeeded Duncan Gordon, who stepped down during the year and to whom the Directors extend their sincere thanks for his valued contribution.

Cost discipline remained central to how the Company is run. For a further consecutive year the Board took no cash remuneration, no equity-based compensation and entered into no salary-sacrifice arrangements, ensuring that the Company's resources are directed solely towards value-accretive activity. The Company also covered a significant proportion of its running costs during the year through the profitable trading of its listed investments, an activity that has continued to serve the Company well. This discipline gives Evrima the flexibility both to support its existing holdings and to pursue new opportunities.

The Company's strategy remains centred on the natural-resources sector, with a clear preference for jurisdictions that offer genuine geological prospectivity alongside regulatory stability. Within that framework the Board continued to manage the portfolio actively during the year, including the partial realisation of the Company's holding in NexMetals Mining Corp.

The defining event of the year, however, was the public listing of Eastport. In March 2025, Eastport entered into a definitive amalgamation agreement with Penbar Capital Ltd ("Penbar"), a capital pool company listed on the TSX Venture Exchange ("TSX-V"), under which Penbar would acquire Eastport as its qualifying transaction. The TSX-V granted conditional approval on 3 October 2025, the transaction closed on 10 November 2025, and the enlarged company began trading on the TSX-V on 20 November 2025 under the ticker "EVI", renamed Eastport Critical Metals Corp. The accompanying placement was oversubscribed, raising gross proceeds of approximately CAD$5.9 million.

For Evrima, the significance of the listing is that its interest in Eastport is now a liquid, exchange-traded investment for the first time, with a transparent market price and a clear route to realising value. As part of the amalgamation the Company's shareholding was converted at an exchange ratio of 0.2941, a mechanical adjustment that left its underlying interest unchanged at approximately 3.83% of the enlarged company. Evrima neither sold any Eastport shares nor exercised any warrants during the year. The Company's holdings are set out in more detail in the Investment Interests section that follows.

The Board looks to 2026 with confidence. With Eastport now public and the Company's own profile enhanced, attention turns to realising value from a more liquid portfolio while maintaining the patience and discipline that have characterised the Company's approach. On behalf of the Board, we thank shareholders for their continued support.

Investment interests & progress to 31 December 2025

Eastport Critical Metals Corp. (formerly Eastport Ventures Inc.) TSX-V: EVI

Eastport is the Company's principal investment. It completed its qualifying transaction with Penbar and was admitted to trading on the TSX-V on 20 November 2025, taking the name Eastport Critical Metals Corp. Evrima made no disposals and exercised no warrants during the year; the only change to its position was the conversion of its shares and warrants at the 0.2941 exchange ratio applied on completion.

At the start of the year the Company held 4,026,902 shares in Eastport Ventures Inc. Following the 0.2941 exchange ratio applied on the listing, this became 1,184,310 shares in Eastport Critical Metals Corp. at the year end. The reduction in the number of shares reflects only the exchange ratio and is not a disposal. The year-end holding represents approximately 3.83% of Eastport's enlarged share capital and is now freely tradeable on the TSX-V. At the year-end price of CAD$0.60 per share, the holding had an implied market value of approximately CAD$710,586.

The Company's warrants over Eastport shares were likewise restated for the 0.2941 exchange ratio. The 1,281,265 warrants exercisable at CAD$0.20 and expiring in June 2027 became 376,820 warrants exercisable at CAD$0.68; the 215,144 warrants at CAD$0.20 expiring one year after admission (around November 2026) became 63,275 warrants at CAD$0.68; and the 215,144 warrants at CAD$0.30 expiring three years after admission (around November 2028) became 63,275 warrants at CAD$1.02. In aggregate, at the year end the Company held 440,095 warrants exercisable at CAD$0.68 and 63,275 warrants exercisable at CAD$1.02, consistent with the Company's announcement of 20 November 2025. None were exercised during the year.

Burns Singh Tennent-Bhohi, Chief Executive Officer and Director of the Company, is Co-Founder and Chief Executive Officer of Eastport, and David Eaton, a Director of the Company, joined the Eastport board on its admission to the TSX-V.

Eastport is a Canadian mineral exploration and development company focused on critical metals in Botswana, one of Africa's most stable mining jurisdictions, with cumulative expenditure on its projects approaching US$20 million. Its portfolio spans five critical-metals projects, prospective for copper, nickel, rare earth elements and uranium, together with the Jwaneng diamond project. The most advanced is the Matsitama copper project, which hosts the Nakalakwana deposit on the prospective Bushman Fault; the wider portfolio includes the Semarule (rare earths), Foley (uranium), Selebi East (nickel-copper-cobalt), Keng (nickel-copper-PGM) and Jwaneng (diamond) projects. With the listing complete, Eastport's focus has shifted to advancing these assets through the field programmes described under Post Year-End Review.

Other shareholdings

Alongside Eastport, the Company held three further investments at 31 December 2025: 8,500 shares in NexMetals Mining Corp., 10,000 shares in Stockworks Gold Inc., and 3,802 shares in the unlisted Kalahari Key Mineral Exploration Company (Pty) Ltd.

NexMetals Mining Corp. (TSX-V: NEXM), formerly Premium Resources Ltd and previously Premium Nickel Resources Ltd, is advancing the redevelopment of high-grade nickel-copper-cobalt deposits in Botswana, principally its Selebi and Selkirk projects. During the year the Company sold 30,000 shares in January 2025 for net proceeds of approximately CAD$11,937, and in June 2025 NexMetals carried out a 20:1 share consolidation. The consolidation was a corporate action rather than a disposal, and left the Company holding 8,500 shares at the year end.

Stockworks Gold Inc. (TSX-V: STW) explores for critical minerals, gold, silver and copper in the United States and Canada. The Company holds 10,000 shares. This holding was previously held as Rover Critical Minerals Corp., which was renamed Stockworks Gold Inc. in July 2025 and consolidated its shares on a 10:1 basis at that time; the Company's interim results to 30 June 2024 had shown 100,000 Rover Critical Minerals shares.

Kalahari Key Mineral Exploration Company (Pty) Ltd is a private Botswana explorer focused on the Molopo Farms Complex nickel-copper-platinum group metals project. The Company held 3,802 shares throughout the year, unchanged from the prior year, and as an unlisted investment it is carried at cost less impairment under FRS 102.

Post year-end review

Following the close of the financial year, the Company has continued to make meaningful progress across several areas of strategic importance.

Since the year end, Eastport has maintained strong momentum, building on its TSX-V listing both corporately and in the field. It completed a secondary listing of its shares in the United States on the OTCQB Venture Market (OTCQB: EVIIF), broadening its reach among North American investors, and completed a strategic financing in February 2026 led by Commodity Capital AG, one of the leading natural-resources fund managers, raising approximately CAD$2.0 million. The lead participation of Commodity Capital represents a significant endorsement of Eastport's strategy and potential.

In parallel, Eastport launched three concurrent Phase 1 drilling programmes across its copper, rare earth and uranium projects in Botswana. These included more than 4,000 metres of drilling at the Matsitama copper project, with resource-definition work at the Nakalakwana deposit; over 2,000 metres at the Foley uranium project, where downhole results exceeded management expectations and assays are awaited; and ongoing drilling at the Semarule rare earths project, which has intersected encouraging indicators of a carbonatite intrusion. Eastport provided a further update on its Selebi East project in April 2026 and published a consolidated operational update on 7 May 2026.

Turning to the Company's own portfolio, since the year end Evrima has sold its entire remaining holding in NexMetals Mining Corp., completing the realisation of that investment. The proceeds add to the Company's cash resources and further focus the portfolio around its principal holding in Eastport.

Looking ahead, the Board's focus remains firmly on building value for shareholders. With its portfolio now simplified around a liquid principal holding, the Company is well placed to pursue opportunities as they arise, and the Board remains confident in the strategic and financial position from which it moves through 2026

On behalf of the board

Burns Singh Tennent-Bhohi

Director

Date: 29 June 2026

Opinion

We have audited the financial statements of Evrima Plc (the 'Company') and its subsidiaries ('the Group') for the year ended 31 December 2025 which comprise Group Statement of Comprehensive Income, Group Statement of Financial Position, Company Statement of Financial Position, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

  • the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
  • the Group and the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the IAS Regulation.

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 company financial statementssection of our report. We are independent of the Group and the Company 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 public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1-L in the consolidated financial statements, which reports net cash outflows from operating activities. As stated in note 1-L, this indicates a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the consolidated financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

  • Reviewing management's consolidated financial statements projections which covered a period of at least 12 months from the date of approval of the consolidated financial statements.
  • Challenging management on the assumptions underlying those projections particularly on the nature and timing of forecast cash inflows.
  • Obtaining the latest management accounts post period end to benchmark how the group is performing toward achieving the forecast.
  • Assessing the completeness and accuracy of the matter described in the going concern disclosure within the significant accounting policies as set out on note 1-L.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the group 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. These matters included 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 group financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Investments

Refer to Note 9 and 11 to the group financial statements

The Group tested the amount of investment for impairment and fair value. This impairment test is significant to our audit because the balance of investments of £466,891 as at 31 December 2025 is material to the group financial statements. In addition, the Group's impairment test involves application of judgement and is based on assumptions and estimates.

Our audit procedures included, among others:

  • Reviewing the accounting policies adopted for the listed and unlisted investments and confirming that these are in line with the requirements of FRS 102.
  • Ensuring that appropriate disclosures surrounding any estimates and judgements are made regarding their valuations as well as the classification as current (for listed investments) versus non-current (for unlisted investments) assets.
  • For unlisted investments, reviewing and challenging management's assessment of potential impairment and ensuring sufficient audit evidence was obtained.
  • For listed investments, reviewing the valuation of these in line with reported share prices and ensuring that the movement in investments was accounted for and disclosed correctly.

We consider that the Group's impairment test for investments is supported by the available evidence.

Our approach to the audit

Our scoping of the Group and the Company audit were tailored to enable us to give an opinion on the financial statements as a whole. The Group and Company were subject to a full scope audit.

Our application of materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the group financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the group financial statements as a whole to be approximately £10,029, based on 2% of Group net assets.

We used different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at approximately £6,519 for the Group and the Company.

Where considered appropriate performance materiality may be reduced to a lower, such as, for related party transactions and Directors' remuneration.

We agreed to report to it all identified errors in excess of approximately £501. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 group 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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the strategic report and the directors' report for the financial year for which the group financial statements are prepared is consistent with the group financial statements; and
  • the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
  • the group financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
  • certain disclosures of directors' remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group 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 group financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the Company'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 Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the group financial statements

Our objectives are to obtain reasonable assurance about whether the group 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 group financial statements.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We obtained an understanding of the legal and regulatory frameworks within which the Group and the Company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 together with the UK adopted international accounting standards. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the Company's and the Group's ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the Company and the Group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation (GDPR), taxation legislation, and employment legislation.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors' and other management and inspection of regulatory and legal correspondence, if any.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within judgement and estimates, and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Council about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing accounting estimates for biases, and reading minutes of meetings of those charged with governance.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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 Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Lee Lederburg FCCA (Senior Statutory Auditor)

For and on behalf of

Edwards Veeder (UK) Ltd

Chartered Accountants

Statutory Auditors

4 Broadgate, Broadway Business Park

Chadderton

Oldham

Date: 29 June 2026

OL9 9XA

Group statement of comprehensive income

For the year ended 31 December 2025

Year ended

Year ended

31 December

31 December

2025

2024

Notes

£

£

Revenue

3

6,667

13,333

Other income

-

32,477

Administrative expenses

4

(150,491)

(230,783)

Operating loss

(143,824)

(184,973)

Interest receivable

118

-

Interest payable

6

(2,938)

(1,078)

Realised and unrealised gains/(losses) on investments

469,205

(656,350)

Profit/(loss) before taxation

322,561

(842,401)

Tax on loss on ordinary activities

7

-

-

Profit/(loss) for the year

322,561

(842,401)

Share option issuance

(1,292)

-

Total comprehensive profit/(loss) for the year

321,267

(842,401)

Earnings per share (in pence per share)

8

Basic

0.82

(2.14)

Diluted

0.66

(2.14)

Group statement of financial position

As at 31 December 2025

2025

2024

Notes

£

£

Fixed assets

Investments

9

63,838

71,963

Current assets

Debtors

10

93,057

106,355

Investments

11

403,143

54,468

Cash at bank

23,045

76

Total current assets

519,245

160,899

Current liabilities

Amounts falling due within one year

12

(81,625)

(53,965)

Net current assets

437,620

106,934

Total assets less current liabilities

501,458

178,897

Net assets

501,458

178,897

Equity & liabilities

Share capital

13

244,068

244,068

Share premium

14

1,360,029

1,360,029

Other reserves

14

45,392

44,100

Retained earnings

14

(1,148,031)

(1,469,300)

Total equity

501,458

178,897

The notes on pages 25 to 40 form part of these financial statements

The financial statements were approved and authorised for issue on 29 June 2026 by the board of directors and were signed on its behalf by:

Company Registration No. 06474216

Simon Grant-Rennick

Director

Company statement of financial position

As at 31 December 2025

2025

2024

Notes

£

£

Fixed assets

Investments

19

63,838

71,963

Investment in subsidiary

19 & 20

1

1

63,839

71,964

Current assets

Debtors

21

148,111

157,003

Investments

22

403,143

54,468

Cash at bank

21,767

76

Total current assets

573,021

211,547

Current liabilities

Amounts falling due within one year

23

(53,185)

(53,530)

Net current assets

519,836

158,017

Total assets less current liabilities

583,675

229,981

Net assets

583,675

229,981

Equity & liabilities

Share capital

13

244,068

244,068

Share premium

14

1,360,029

1,360,029

Other reserves

14

45,392

44,100

Retained earnings

14

(1,065,814)

(1,418,216)

Total equity

583,675

229,981

The notes on pages 25 to 40 form part of these financial statements

As permitted by s408 of Companies Act 2006, the company has not presented its own income statement and related notes. The Company's profit for the year was £352,402 (2024: £791,317 loss)

The financial statements were approved and authorised for issue on 29 June 2026 by the board of directors and were signed on its behalf by:

Company Registration No. 06474216

Simon Grant-Rennick

Director

Group statement of changes in equity
For the year ended 31 December 2025

Share capital

Share premium

Other reserves

Retained earnings

Total equity

£

£

£

Balance at 1 January 2024

244,068

1,360,029

44,100

(626,899)

1,021,298

Loss for the year

-

-

-

(842,401)

(842,401)

Balance at 31 December 2024

244,068

1,360,029

44,100

(1,469,300)

178,897

Total comprehensive profit for the year

-

-

1,292

321,267

322,561

Balance at 31 December 2025

244,068

1,360,029

45,392

(1,148,031)

501,458

Company statement of changes in equity

For the year ended 31 December 2025

Share capital

Share premium

Other reserves

Retained earnings

Total equity

£

£

£

Balance at 1 January 2024

244,068

1,360,029

44,100

(626,899)

1,021,298

Loss for the year

-

-

-

(791,317)

(791,317)

Balance at 31 December 2024

244,068

1,360,029

44,100

(1,418,216)

229,981

Total comprehensive profit for the year

-

-

1,292

352,402

353,694

Balance at 31 December 2025

244,068

1,360,029

45,392

(1,065,814)

583,675

Group statement of cashflows

For the year ended 31 December 2025

Year ended

31 December

2025

£

Year ended

31 December

2024

£

Cashflows from operating activities

Profit before taxation

322,561

(842,401)

Adjusted for:

Realised and unrealised losses on investments

(469,205)

656,350

Foreign currency movements on investments

-

20,535

Decrease/(increase) in receivables

13,298

(80,995)

Increase/(decrease) in payables

(6,408)

12,147

Net cashflow from operating activities

(139,754)

(234,364)

Investing activities

Purchase of investments

(19,000)

(64,968)

Sale of investments

147,655

282,263

Net cashflow from investing activities

128,655

217,295

Financing activities

Loans received

28,209

-

Amount introduced by director

7,328

8,770

(Decrease)/increase in overdraft

(1,469)

1,489

Net cashflow from financing activities

34,068

10,259

Net cashflow for the year

22,969

(6,810)

Opening cash and cash equivalents

76

6,886

Closing cash and cash equivalents

23,045

76

  1. Accounting policies

Company information

Evrima Plc, (the "Company") is a public company, limited by shares, incorporated in England & Wales. The registered office is 8 th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.

The Company's shares are traded on the Aquis Growth Market, using the ticker, EVA and ISIN number GB00BMDFKP05

The group consists of Evrima Plc and its wholly owned subsidiary Evrima Services Limited (the "Group").

  1. Accounting convention

These Group financial statements have been prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS102") and the requirements of the Companies Act 2006.

The Group financial statements are prepared in sterling, which is the functional currency of the Group and Company. Monetary accounts in these Group financial statements are rounded to the nearest £.

The Group financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all years presented in these Group financial statements.

  1. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

  1. Turnover

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable services rendered, net of returns, discounts and rebates allowed by the group and value added taxes.

The group bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

The group recognises revenue when:

(a) the significant risks and rewards of ownership have been transferred to the buyer;

(b) the group retains no continuing involvement or control over the goods;

(c) the amount of revenue can be measured reliably;

(d) it is probable that future economic benefits will flow to the entity; and

(e) when the specific criteria relating to each of the group's sales channels have been met.

  1. Financial instruments

The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instrument.

Financial instruments are recognised in the Group's/Company's Statement of Financial Position when the Group/Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

i) Financial assets

Financial assets such as 'loans and receivables' financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Debtors in the Statement of Financial Position are made up of other debtors and prepayments and initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

Available for sale investments are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with FRS 102. Gains and losses on measurement, impairment losses and foreign exchange gains and losses on monetary items denominated in a foreign currency, are recognised directly in profit or loss.

Where the investment is disposed of or is determined to be impaired, the loss is measured as the difference between the cost of the financial asset and its current fair value less any previous impairment. This is recognised in the profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Unquoted investments are valued by the Directors using primary valuation techniques such as recent transaction, last price or net asset value.

Where the fair value of an equity investment cannot be estimated reliably, such as investments in unquoted companies, fair value is based on cost less any impairment charges. In this case impairment charges are recognised in profit or loss. The company assesses at each period end date whether there is any objective evidence that a financial asset or group of financial assets classified as available-for-sale has been impaired.

An impairment loss is recognised if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset. A

significant or prolonged decline in the fair value of a security below its cost shall be considered in determining whether the asset is impaired.

ii) Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables.

A financial liability is held for trading if it meets one of the following conditions:

  • It is incurred principally for the purpose of repurchasing it in the near term;
  • On initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
  • It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

There were no financial liabilities 'at FVTPL' during the current, or preceding period.

iii) Other financial liabilities and short-term borrowings

Interest-bearing loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges are accounted for on an accruals basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Other short-term borrowings being intercompany loans and unsecured convertible loan notes issued in the year are recognised at amortised cost net of any financing or arrangement fees.

iv) Trade payables

Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

  1. Cash at bank

Cash and cash equivalents include cash in hand and deposits held at call with banks. If the bank account was overdrawn at the date on which the financial statements are prepared, the balance owed to the bank is shown as a liability on the Group Statement of Financial Position.

  1. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Equity instruments issued by the Group are recorded at the proceeds received, net of incremental costs attributable to the issue of new shares.

Share capital represents the amount subscribed for shares at nominal value.

The share premium account represents premiums received over and above the nominal value of the shares. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Any bonus issues are also deducted from share premium.

Accumulated losses include all current and prior period results as disclosed in the statement of comprehensive income.

  1. Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Group Statement of Comprehensive Income, except to the extent that it relates to items recognised directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

  1. Deferred tax

Deferred tax is recognised on all timing difference between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

  1. Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date.

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

  1. Operating leases

Rentals payable under operating leases are charged to income statement on comprehensive income on a straight line basis over the term of the lease.

  1. Share based payments

Equity settled share based payments to employees/directors and others providing similar services are measure at fair value of equity instruments at the grant date. The total amount to be expensed is determined by reference to the fair value of the options granted:

  • including any market performance conditions (for example, an entity's share price);
  • excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
  • including the impact of any non-vesting conditions (for example, the requirement for employees to save or holding shares for a specific period of time).

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

In addition, in some circumstances employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.

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

  1. Going concern

The Group financial statements have been prepared under the going concern assumption, which presumes that the Group will be able to meet its obligations as they fall due for at least the next twelve months from the date of the signing of the Financial Statements.

The Company had a net cash inflow for the year of £22,969 (2024: £6,810 outflow) and at 31 December 2025 had cash and cash equivalents balance of £23,045 (2024: £76) and net assets of £501,458 (2024: £178,897)

Notwithstanding the net cash outflow during the year under review, the Directors are confident that the Group will be able to meet its obligations as they fall due for at least the next twelve months as they believe the Group will continue to have access to working capital by way of conducting fundraises, liquidating short term listed investments or raising debt finance. In addition to the Directors access to capital, the board and certain shareholders have committed to support the Group with working capital should the Group require it.

The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so. The Directors report that they have assessed the principal risks, reviewed current performance and projections, combined with expenditure commitments, including capital expenditure. The Group's projections demonstrate it will have sufficient cash reserves to enable it to meet its obligations as they fall due, for a period of at least 12 months from the date of signing of these financial statements. Accordingly, the Directors consider the Group to be a going concern.

The Group has prepared monthly cash flow projections based on estimates of key variables to expenditure through to June 2027 that supports the conclusion of the Directors that they expect sufficient funding to be available to meet the Group's anticipated cash flow requirements to this date.

The responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

The Group financial statements do not include any adjustments that may be required should the Group be unable to continue as a going concern.

  1. Financial risk management

i) Credit risk

The Group's credit risk is primarily attributable to its cash balances and debtors. The company does not have a significant concentration of risk, with exposure spread over a number of third parties.

The credit risk on liquid funds is limited because the third parties are large international banks with a credit rating of at least A.

The Group's total credit risk amounts to the total of the sum of the receivables and cash and cash equivalent.

ii) Capital management

The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide long-term returns to shareholders.

The Group defines and monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Balance Sheet.

The Board of Directors monitors the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Group is not subject to any externally imposed capital requirements.

iii) Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the Group can meet liabilities as they fall due.

In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors the level of working capital it requires. The undiscounted cash flows on the Group's financial liabilities as at 31 December 2025 and 2024 are deemed to be on demand, as presented within the Trade and other payables note.

  1. Related party disclosures

No directors received fees in the year

At the year-end, two of the directors were owed monies, which are shown under directors' current accounts in note 12. The breakdown of this balance is:

  • Simon Grant-Rennick - £1,700
  • Burns Tennent-Bhohi - £17,968

Barnardo Capital Limited

During the year a total of £nil (2024: £23,435) was paid to Barnardo Capital Ltd. The director of Barnardo Capital Ltd, Felix Grant-Rennick, is a connected person to Simon Grant-Rennick and as such a related party.

GPC103 Limited

During the year a total of £12,000 (2024: £16,500) was paid to GPC103 Ltd. The director of GPC103 Ltd, Felix Grant-Rennick, is a connected person to Simon Grant-Rennick and as such a related party.

103 Corporate Services Limited

During the year a total of £23,000 (2024: £nil) was paid to 103 Corporate Services Ltd. The director of 103 Corporate Services Ltd, Felix Grant-Rennick, is a connected person to Simon Grant-Rennick and as such a related party.

SCLN

During the 2022 upon Board & Shareholder approval the Company entered a Secured Convertible Loan Note Facility ("SCLN") with the Company's Chief Executive Officer & Director, Burns Tennent-Bhohi. The terms of the facility were announced to market on 30 November 2022 & the facility approved by the shareholders at the Company's Annual General Meeting on 28 December 2022.

The terms of the SCLN Facility:

  • The SCLN shall carry a coupon of 10% and will be rolled-up on draw of funds to the borrower and payable upon maturity

  • The SCLN will maintain a floating charge over the assets of the Company, Upon redemption and at the election of the lender, the lender shall have the right to redeem the monies owing through cash redemption, conditional settlement by way of an issue of equity or settlement by way of a distribution of assets that reflect the monetary sum lent and outstanding, including all and any accrued interest payable to the lender

  • Burns Tennent-Bhohi has the right to serve the Directors notice and intention to convert any monies outstanding at the lower of the mid-price of Evrima as at the date of this agreement being, four pence per share (£0.04) or the 15-day volume weighted average price (VWAP) preceding the lenders intention to serve notice to convert.

As at year end under the terms of the SCLN Facility £17,968 is owed to Burns Tennent-Bhohi (2024: £10,640)

Eastport Ventures Inc.

Burns Tennent-Bhohi is Chief Executive Officer of Eastport Ventures Inc.

As at 31 December 2025, Evrima plc held the following interest in the share capital of Eastport Ventures Inc.:

Shareholding at Year-End: 1,184,310

Warrants Held as at Year-End:

376,820 Strike Price: CAD$0.68 / Life to Expiry: June 2027

63,275 Strike Price: CAD$0.68 / 1-Year post admission

63,275 Strike Price: CAD $1.02 / 3-Years post admission

Options

On being appointed to the Board of Directors David Eaton was awarded 750,000 share options with a strike price of

© 2026 PR Newswire
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