REG - GCM Resources PLC - Final Results for the year ended 30 June 2025
21/11/2025 07:00
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RNS Number : 4467I GCM Resources PLC 21 November 2025
21 November 2025
GCM Resources plc
("GCM" or the "Company")
Final Results for the year ended 30 June 2025
Notice of Annual General Meeting
GCM Resources plc (AIM: GCM), the AIM traded mining and energy company,
announces the publication of its final audited results for the year ended 30
June 2025 (the "Annual Report and Accounts") and that the Company's 2025
Annual General Meeting will be held at 11.00 a.m. on Wednesday 17 December
2025, at QEII Centre, Broad Sanctuary, Westminster, London, SW1P 3EE.
The Annual Report and Accounts and the Notice of Annual General Meeting will
be posted to shareholders today. Copies are available on request from the
Company and will be available on the Company's website (www.gcmplc.co
(http://www.gcmplc.com) m (http://www.gcmplc.com) ). The Annual Report &
Financial Statements are also available on the 'Financial Reports' page of the
Company's website.
For further information please contact:
GCM Resources plc Tel: +44 (0) 20 7290 1630
Keith Fulton, Finance Director info@gcmplc.com
www.gcmplc.com (http://www.gcmplc.com)
Allenby Capital Limited Tel: +44 (0)20 3328 5656
Nominated Adviser and Joint Broker info@allenbycapital.com (mailto:info@allenbycapital.com)
John Depasquale / Vivek Bhardwaj /Ashur Joseph (Corporate Finance)
Kelly Gardiner / Lauren Wright (Sales and Corporate Broking)
Axis Capital Markets Limited Tel: +44 (0) 203 026 0320
Joint Broker
Richard Hutchison / Lewis Jones
About GCM Resources plc
GCM Resources plc (LON: GCM), the AIM resource exploration and development,
has identified a high-quality coal resource of 572 million tonnes (JORC 2004
compliant) at the Phulbari Coal and Power Project (the "Project") in
north-west Bangladesh.
Utilising the latest highly energy efficient power generating technology the
Phulbari coal mine can support some 6,600MW. GCM requires approval from the
Government of Bangladesh in order to develop the Project. The Company has a
strategy of linking the Company's mine proposal to supplying coal to the
Government of Bangladesh's existing and in the pipeline coal-fired power
plants and / or power plants developed development partners. Together with
credible, internationally recognised strategic development partners, GCM aims
to deliver a practical power solution to provide the cheapest coal-fired
electricity in the country, in a manner amenable to the Government
of Bangladesh.
Non-Executive Chairman's Statement
National Transition and Energy Realities
The Board presents the Company's Annual Report and Accounts for the year ended
30 June 2025, with this period being among the most momentous in Bangladesh's
modern history. The unexpected eruption of student-led protests in mid-2024
catalysed the end of the fifteen-year Awami League government of Sheikh
Hasina. Initially sparked by discontent over government job quotas, the
protests quickly expanded into a nationwide movement demanding systemic reform
and an end to long-standing political dominance. The rapid escalation, and the
scale of public mobilisation, ultimately forced the Prime Minister to step
down and leave the country in early August 2024.
In the aftermath, an Interim Government under the leadership of Nobel laureate
Dr Muhammad Yunus was installed with the twin mandates of restoring stability
and laying the groundwork for credible democratic elections. This
administration has pursued institutional reform, re-establishment of rule of
law, and re-evaluation of national economic priorities, including the future
of domestic energy and resource development. The Coal Development Forum
convened by the Interim Government on 27 February 2025 was a key milestone,
reaching a clear consensus that Bangladesh must utilise its own coal resources
to secure affordable and sustainable energy supply. The Forum recognised GCM's
proposed Phulbari Coal and Power Project as the most advanced and immediately
implementable opportunity to achieve this objective.
The Interim Government continued with initiatives to assist a democratically
elected government move forward with domestic coal sector development with the
posting of a Policy on Private Sector Participation in the Power Sector on the
BPDB (Bangladesh Power Development Board) website. This introduces several key
proposals aimed at increasing private investment in power generation and
signals a shift away from the traditional IPP (Independent Power Producer)
model, where the government or BPDB is the sole buyer under a long-term Power
Purchase Agreement (PPA). Significantly:
· The policy explicitly grants Merchant Power Plants the first
right to develop a supporting coal mine, if the power plant is based on coal.
· Surplus Power can be sold directly to customers.
· Opens the possibility for surplus coal to also be sold to other
power plants, as it is implied that the intent of the government is to reduce
dependency on imported coal.
· Encourages foreign investors to participate without the need of a
local partner.
Then on 27 August 2025, BIDA (Bangladesh Investment Development Authority)
issued a press release regarding Foreign Direct Investment, citing energy
diversification including local coal. It quoted the Energy Adviser as stating
the country has coal reserves under the ground and that they are preparing a
document that will allow the next government to proceed with coal extraction.
It further stated that there must be energy diversification and that they
needed to pursue the use of gas, coal, solar, and nuclear and also improve
logistics to bring down import costs. An updated Integrated Master Plan is
expected to be completed by December 2025 and it will provide a roadmap for
the power and energy sector.
Economic Context and Energy Challenges
The transition period has inevitably brought economic headwinds. Growth has
moderated as investor confidence and industrial output adjusted to the new
political environment. The Bangladesh Taka has faced depreciation pressures,
inflation has remained above 10 percent, and foreign-exchange reserves have
come under strain due to the high cost of imported energy. The country's
dependence on imported fuels-especially coal-has sharply increased power
generation costs and created recurring shortages that have constrained
industrial productivity and reduced public service reliability.
Bangladesh currently imports nearly all of its thermal coal requirements,
primarily from Indonesia. This dependency exposes the power sector to global
price fluctuations, freight costs, and hard-currency outflows estimated at
several billion US dollars annually. These factors underline the strategic and
economic necessity of developing a secure domestic coal supply, capable of
underpinning the nation's 8 GW of installed and planned coal-fired power
generation capacity.
The GCM Phulbari Coal and Power Project
Amid these challenges, GCM Resources Plc continues to position itself as the
leading solution provider for Bangladesh's long-term energy security. The
Company's integrated coal mine and power generation project at Phulbari is
designed to produce over 15 million tonnes per annum of high-quality,
high-energy thermal coal. This resource alone could supply up to 60 percent of
the country's coal-fired power generation, equivalent to around 8,000 MW of
modern HELE ultra-supercritical plants, representing an investment of US $25
to 30 billion in national infrastructure.
The Project offers compelling national benefits:
· Foreign exchange savings of several billion US dollars annually,
by displacing imported coal.
· Fiscal returns exceeding US $8 billion to the Government over a
35-year project life through taxes and royalties.
· Thousands of new jobs across mining, logistics, engineering, and
support industries.
· Energy cost stability supporting industrial competitiveness and
public amenity.
· Integration of 2 GW of solar power on the mine site from
startup, enabling a Net-Zero emission mining operation.
· 30 percent reduction in greenhouse gas emissions compared with
the use of imported coal, due to higher energy efficiency and shorter
logistics chain.
Progress and Strategic Developments
Throughout the reporting period, GCM maintained strong operational and
technical readiness while continuing its engagement with policymakers,
stakeholders, and strategic partners. The Company completed a significant
update to its Project Economic Model, confirming the financial robustness of
the Project and reinforcing its attractiveness under current market
conditions. The updated analysis demonstrates an Internal Rate of Return (IRR)
of 20-30 percent, for the project equity reflecting improved capital
efficiency and strong cash flow potential once operations commence.
A key advancement during the year was the adoption of a contract-mining model,
reducing initial capital expenditure and accelerating early production
readiness. This structure provides operational flexibility while leveraging
the expertise of major international mining contractors. In line with this
strategy, GCM has executed an EPC contract with its development partner,
PowerChina, covering mine infrastructure development and overburden removal to
access coal seams. This partnership underscores the Project's technical
credibility and its readiness for immediate mobilisation upon Government
approval.
Other steps taken in Financial Year 2025 include:
· On 8 August 2024, the Company announced that its Chief Operating
Officer remained with its staff in Dhaka during the country-wide student led
protests and that with the appointment of the Interim Government, the
situation in Bangladesh was calm and moving towards normality. It also noted
that media reports over the past months confirmed that the Bangladesh Power
and Energy Ministry has prepared a presentation promoting the immediate
development of the country's domestic coal deposits (including Phulbari). It
continues to be reported that Bangladesh must develop its own energy resources
to off-set expensive imported energy products with their inherent supply and
cost risks.
· On 15 November 2024, the Company announced it had received a
notice of resignation from Zeus Capital Limited and that it had appointed
Allenby Capital Limited as the Company's Nominated Adviser and Joint Broker
with immediate effect.
· On 26 November 2024, the Company announced that Gary Lye had
stepped down as an Executive Director of the Company with immediate effect and
that he would continue to focus on overseeing the Company's operations in
Bangladesh in the capacity as GCM's non-board Chief Operating Officer and
continue to act as Chief Executive Officer of GCM 's subsidiary, Asia Energy
Corporation (Bangladesh) Pty Ltd.
· On 13 December 2024, the Company announced that Power
Construction Corporation of China, Ltd. ("PowerChina") had agreed to an
extension of the memorandum of understanding ("MoU") for a period of a further
12 months from 6 December 2024 to 6 December 2025 on the same terms as the
previous memorandum of understanding which is primarily focused on the
Phulbari coal mine development. It is acknowledged that working under the MOU
the parties have already taken a significant step towards developing the
Phulbari coal mine. This is demonstrated by the signing of an EPC contract for
"Phulbari Coal Mining Infrastructure Construction and Overburden Stripping",
which was announced by the Company on 11 March 2024. The scope of work under
this contract includes design, procurement, installation and commissioning of
mine infrastructure and overburden removal, dewatering and drainage. It also
includes selective mining and stockpiling of valuable industrial mineral
co-products that occur in the overburden and are expected to deliver
considerable cashflow for the Project ahead of any coal extraction.
Importantly, the proposed mine development is now heading in the direction of
contract mining which means that the mining is carried out by an experienced
mining contractor utilising their own resources and mining equipment resulting
in reduced technical risk and start-up capital expenditure requirement.
· On 8 January 2025, the Company announced that it has agreed a new
consulting agreement with Dyani Corporation, Ltd. ("Dyani") (the "Dyani
Agreement"), to maintain and develop the Company's relationship with our key
partner, PowerChina, on similar terms as previously announced. The Dyani
Agreement was most recently extended on 29 June 2020 and expired on 30 June
2022. Under the terms of this latest Dyani Agreement, which will expire on 31
December 2025, Dyani shall provide services to assist the Company to: Promote
the Project; grow its relationship with its key development partner,
PowerChina; facilitate PowerChina's assistance in achieving project approval
from the Government of Bangladesh and securing finance necessary to take the
Project to the stage of coal extraction with positive cashflow; and Identify
additional project opportunities that represent business opportunities for GCM
that could be developed as adjuncts to the Project.
· On 28 January 2025, the Company announced that it had agreed a
new consulting agreement with DG Infratech Pte Ltd ("DGI"), a Bangladeshi
controlled company, to help GCM obtain the consent of the Government of
Bangladesh to develop the proposed Phulbari Coal and Power Project. The most
recent extension of the DGI Agreement was announced on 22 August 2022 and
subsequently expired on 31 December 2023. Under the terms of this latest
Agreement which will expire on 31 December 2025, DGI shall continue to provide
advisory, management, lobbying and consultancy services in relation to the
affairs of the Company and in doing so will deliver approvals and the
cooperation of necessary stakeholders to develop the Project. In addition, the
scope has now also been expanded to include an adjunct project, a Solar Power
Park of up to 4,500MW ultimate capacity installed at the Project site.
· On 28 March 2025, the Company announced that it had conditionally
raised approximately £1.0 million (before expenses) by way of a placing (the
"Placing") of a total of 33,333,333 new ordinary shares of 1 pence each in the
Company ("Ordinary Shares") at a price of 3.0 pence per new Ordinary Share
(the "Issue Price"). The Issue Price represented a discount of approximately
16 per cent to the closing mid-market price of 3.60 pence per Ordinary Share
on 27 March 2025. The net proceeds from the Placing are intended to be used by
the Company for working capital.
· On 26 June 2025, the Company announced the Management had become
aware that Polo Resources Ltd, a British Virgin Islands ("BVI") incorporated
company, was dissolved on 5 September 2023 as the result of the resignation of
its BVI agent. The Company has been informed that the officers of Polo are
currently undertaking steps to restore its status as a registered company in
the BVI including the appointment of a new BVI agent. This is expected to
occur following, inter alia, the satisfactory completion of customary due
diligence on Polo and its stakeholders by the new BVI agent, followed by a
court order as required under the laws of the BVI. Notwithstanding this, there
can be no certainty that Polo will be restored as a registered company in the
BVI, nor as to the timing of any such restoration. As most recently announced
on 31 March 2025, Polo has provided a £3.5 million loan facility to the
Company of which as at 31 December 2024, £300,000 remained undrawn. In light
of this, the board of directors of GCM believes that the status of the
Company's indebtedness to Polo is uncertain but given the expectation that the
officers of Polo will restore Polo as a registered company in the BVI, the
board is currently treating the loan which, at 30 June 2025 amounted to
£6,198,000 (31 December 2024: £5,923,000) including loan interest, as
unaffected.
Outlook and Engagement with Government
The Company enters the coming year with a renewed sense of purpose and
confidence. The Interim Government's February 2025 Coal Development Forum set
a clear policy direction that domestic coal extraction must proceed to ensure
national energy resilience. GCM's Project, being fully studied,
internationally benchmarked, and environmentally compliant, stands as the most
advanced and deliverable domestic coal project in Bangladesh.
With national elections expected in early 2026, GCM's strategic focus is on
constructive engagement with policymakers, energy planners, and development
partners to secure the necessary approvals to move into implementation. The
Company believes the newly elected administration will recognise the urgent
imperative to reduce import dependency, stabilise the power sector, and
revitalise industrial growth through the utilisation of Bangladesh's own
natural resources.
Closing Remarks
In closing, I wish to acknowledge the unwavering support of our shareholders,
partners, and dedicated team. Despite an extended period of political
transition and market uncertainty, GCM Resources Plc has maintained its
financial discipline, strengthened its project economics, and deepened its
partnerships. The outlook for the Company-and for Bangladesh's energy
future-is increasingly promising.
We remain confident that, with government approval and continued investor
support, the Phulbari Coal and Power Project will become a cornerstone of
Bangladesh's energy independence, industrial growth, and sustainable
development for decades to come.
Paul Shackleton
Non-Executive Chairman
21 November 2025
Group Strategic Report
Strategy and Business Model
GCM is strategically positioned with a globally significant energy project at
a pivotal time in Bangladesh's economic transformation. With strong
fundamentals, updated economics, and aligned national policy, the Phulbari
Project offers long-term value creation potential for investors.
The Company remains focused on securing government approval to advance the
Phulbari Coal Project into a world-class, large-scale open-pit coal mine in
northwest Bangladesh. Strategically designed to support up to 6,600MW of
high-efficiency, low-emission Ultra-Supercritical (HELE) power generation, the
Project positions GCM as a central player in meeting Bangladesh's long-term
energy demand and industrial growth.
In response to macroeconomic pressures in Bangladesh-including currency
devaluation and foreign reserve constraints-GCM has updated the Project's
economic model to strengthen local market alignment and enhance resilience.
The revised approach prioritises domestic sales of high-energy thermal coal in
local currency, aligning revenues with a significant portion of project costs.
Foreign exchange requirements are to be met through the export of Semi-Soft
Coking Coal (SSCC), recovered via a coal wash plant that also produces a
high-quality thermal product for the local market.
This updated model was developed in partnership with global consultancy SLR
Consulting Limited, which integrated scenario-based flexibility and enhanced
the Project's risk-adjusted economic attractiveness. Key variables-such as
mining method, product mix, transport logistics, and coal handling-can now be
dynamically assessed to optimise financial outcomes. SLR Consulting absorbed
the consulting group that worked on the Project's feasibility study and have
maintained the studies and model.
Complementing the coal operation is a major renewables initiative: a phased
development of a 2,000MW solar power park, supplying power to both the mine
and national grid. This dual-energy model supports the Project's ambition to
be classified as a "Green Mine" with net-zero operational emissions, providing
significant ESG appeal.
Strategic Priorities for Value Creation
1. Government Approval & Development
Finalising government approval remains the near-term priority. GCM and its
strategic partner, PowerChina, are positioned to develop, finance, and operate
the full integrated project over its 35+ year life.
2. Domestic Energy Security
The Project offers a long-term, low-cost, secure domestic coal supply-reducing
Bangladesh's reliance on imports and insulating against global energy market
volatility.
3. Partnership-Led Execution
To ensure efficient delivery and mitigate execution risk, GCM will establish
Joint Ventures in key areas such as coal transport and mineral co-product
recovery-unlocking early-stage revenue and improving long-term project
economics.
Business Model Built for Resilience and Scale
GCM's model is structured around two core operating units and two strategic
joint ventures:
1. Mining Company
· Develop and operate the Phulbari coal mine, with a focus on
building a secure domestic market and maximising cash flow through product
flexibility and local currency sales.
2. Power Company
· Develop and operate a proposed 4,000MW Ultra-Supercritical power
station near the mine, in partnership with PowerChina, alongside the
large-scale solar power park to reduce operating costs and carbon intensity.
3. Coal Transport JV
· Fund and manage infrastructure upgrades (rail, rolling stock,
barges) to ensure cost-effective, scalable coal delivery to domestic and
export markets.
4. Industrial Mineral JV
· Extract and monetise high-value mineral co-products from mine
overburden (e.g. gravel, sands, clay), unlocking an estimated US$10+ billion
in early revenue and supporting local industry.
Strategic Impact for Investors
GCM's updated strategy is designed to deliver:
· Robust Cash Flow: Strong margins driven by low-cost domestic
operations, diversified revenue (thermal coal, SSCC, minerals), and favourable
foreign exchange alignment.
· Scalable Growth: Long-life resource supporting 35+ years of
operations with integrated infrastructure and power development.
· De-risked Execution: Backed by technical and strategic partners
including PowerChina and SLR Consulting, with flexible mine planning and
phased investment optionality.
· Sustainability Integration: ESG-aligned design including
renewable energy, domestic energy security, and low-emission HELE power.
· Strategic Timing: Positioned to meet rising coal-fired power
demand in Bangladesh, where 8,000+ MW of capacity is installed or coming
online, requiring up to 19 million tonnes of Phulbari-quality coal annually.
Alignment with Bangladesh's Vision 2041
The Project directly supports Bangladesh's national development plan-Vision
2041-which targets graduation from LDC to developing country status by 2026,
upper-middle-income status by 2031, and developed nation status by 2041.
Central to this ambition is energy security and affordability. GCM's Project
aligns with these goals by supplying reliable domestic coal, offsetting
imports, enabling industrial growth, and integrating renewable power.
Progress Aligned with Strategic Objectives
During FY2025, GCM continued to pursue its core strategic objective: securing
government approval to advance the Phulbari Coal and Power Project-a
large-scale open-pit coal mine capable of producing over 15 million tonnes per
annum (Mtpa) yielding high-quality thermal coal and semi-soft coking coal
saleable products. Once operational, the Project could supply approximately
60% of the coal required by Bangladesh's existing 8,000MW fleet of
high-efficiency, low-emission (HELE) coal-fired power plants.
However, progress during the period was materially affected by the significant
political disruption that began in mid-2024. Widespread student-led protests
in July-August led to the dissolution of the Awami League government, the
departure of Prime Minister Sheikh Hasina, and the establishment of an Interim
Government. The Interim Government was tasked with restoring stability,
implementing reforms, and preparing for national elections now scheduled for
February 2026.
This transitional political environment, coupled with continued bureaucratic
reshuffling, introduced delays to the Company's engagement with government
officials, including the Bureau of Mineral Development (BMD)-the authority
responsible for approving the Project's Feasibility Study and Scheme of
Development. Nonetheless, GCM's Dhaka-based team maintained proactive dialogue
with contacts within the Power and Energy Ministry, ensuring the Project's
strategic importance remained visible to policymakers throughout this
uncertain period.
Of note, momentum was regained in February 2025 with the government-hosted
Coal Development Forum, chaired by the Energy Secretary with the Energy
Adviser being Chief Guest, and attended by over 80 participants-including
government officials, academics, civil society representatives, and media. The
Forum marked a pivotal moment, with the Phulbari Project acknowledged as
Bangladesh's most advanced and immediately implementable domestic coal
initiative. Crucially, concluding remarks from the Forum confirmed its aim to
lay the groundwork for the incoming elected government to act on domestic coal
extraction.
Despite the subdued business environment, GCM used this period to
significantly strengthen its Project economics. Working with SLR Consulting,
the Company completed a comprehensive update of the Project's Economic Model.
This included revisions to capital and operating cost assumptions, revenue
modelling, and the integration of flexible scenarios covering mining methods
(contract vs. owner-operated), coal product mix, delivery points (mine gate,
rail, or port), and coal handling infrastructure.
The updated model demonstrates robust financial metrics: using a conservative
coal price forecast (factoring the higher energy content of Phulbari coal
relative to benchmark Hunter Valley coal), the Project is expected to deliver
a project IRR of 20-30%, positioning it competitively among large-scale
open-pit mining projects both regionally and globally. The model also suggests
the Project's potential to generate over US$8 billion in taxes and royalties
for the Government of Bangladesh over its 35-year life.
In parallel, the Directors believe that macroeconomic signals are becoming
increasingly favourable. Global coal markets are facing future supply
constraints, with many high-output mines maturing and limited new capacity
forecast to come online before the mid-2030s. This could lead to upward
pressure on coal prices, supporting long-term revenue potential for Phulbari.
Additionally, the evolving U.S. energy strategy-boosting fossil-fuel-backed
power infrastructure to meet rising AI and data centre energy demands-is
already influencing policy shifts across Asia. This may reduce regulatory
resistance to coal and align with Bangladesh's urgent need for domestic energy
solutions.
These trends strengthen the strategic case for Phulbari as Bangladesh seeks to
lower its exposure to the volatility of imported coal and enhance its energy
sovereignty. The Project remains uniquely positioned to meet these national
objectives with bankable scale, economic resilience, and policy alignment.
Year in review
FY2025 was marked by heightened political and economic disruption in
Bangladesh. Student-led protests in mid-2024 resulted in the collapse of the
long-standing Awami League government and the appointment of an Interim
Government tasked with restoring order and delivering democratic elections,
now scheduled for February 2026.
Amid this uncertainty, several key developments reinforced momentum behind
GCM's Phulbari Coal and Power Project:
· 27 February 2025 - Coal Development Forum: The Interim Government
convened a landmark forum on coal development, chaired by the Energy
Secretary. The event brought together stakeholders from government, academia,
civil society, and media. A consensus emerged that Bangladesh must utilise its
domestic coal resources to ensure affordable, reliable, and secure energy. The
Phulbari Project was identified as the most advanced and near-term viable
solution.
· 8 May 2025 - Private Sector Policy Shift: The Bangladesh Power
Development Board (BPDB) published a new policy framework encouraging private
investment in power generation. Notably, it:
o Grants merchant power plants first rights to develop a supporting coal
mine.
o Permits direct power sales to customers beyond traditional PPA structures.
o Signals support for surplus coal sales to other plants, reducing reliance
on imported coal.
o Encourages foreign investment without requiring a local partner.
· 27 August 2025 - BIDA Endorsement: The Bangladesh Investment
Development Authority (BIDA) issued a press release highlighting energy
diversification-including local coal-as a national priority. The Energy
Adviser confirmed that policy guidance is being drafted to enable the next
elected government to act on coal extraction.
· Expected December 2025 - Integrated Master Plan Update: A revised
national energy roadmap is expected by year-end, reinforcing the need for
energy security through diversified sources, including coal, gas, solar, and
nuclear.
Corporate and Operational Milestones
· 15 November 2024 - Allenby Capital Limited appointed as Nominated
Adviser and Joint Broker, following the resignation of Zeus Capital.
· 26 November 2024 - Gary Lye stepped down from the Board to focus
on operational oversight in Bangladesh as COO and CEO of Asia Energy
Corporation (Bangladesh) Pty Ltd.
· 13 December 2024 - PowerChina extended its Memorandum of
Understanding with GCM for another 12 months, reaffirming commitment to the
Phulbari Project.
· 8 January 2025 - New consulting agreement signed with Dyani
Corporation Ltd. to support strategic engagement with PowerChina and
facilitate project financing and approval.
· 28 January 2025 - Agreement with DG Infratech Pte signed to
assist in securing formal government consent for the Project's development.
· 28 March 2025 - Successfully raised approximately £1.0 million
(before expenses) via a share placement, for general working capital purposes.
· 26 June 2025 - Company became aware of Polo Resources Ltd (a BVI
entity) being dissolved and noted that steps are being taken to restore its
registered status.
Looking Ahead
While the past year presented challenges, GCM has maintained strategic
momentum, strengthened project fundamentals, and deepened government and
stakeholder engagement. With national elections now in sight, the Company
remains focused on securing the necessary government approvals and advancing
the Project toward development readiness.
The Phulbari Project remains Bangladesh's most advanced domestic coal
initiative-with scale, infrastructure alignment, and strong economic returns.
As the country approaches a democratic reset in 2026, GCM is well positioned
to support Bangladesh's urgent need for energy security, industrial growth,
and economic resilience.
Finance review
The Group recorded a loss of £2,149,000 during the year ended 30 June 2025
compared to a loss of £1,388,000 during the previous year. The loss increased
from the comparative year principally due to the renewal of consultant
contracts and one off fees paid thereto, from £90,000 in 2024 to £850,000
this year, but their continuing partnership allows the Group to continue its
progress in-line with GCM's strategy of developing power generation as a new
business stream, with no slow-down in pursuing and continuing with the
Project.
The Group recorded a net decrease in cash at the end of the year to
£1,310,000 (2024: £1,658,000 increase). Net cash used in operations for the
year was £751,000 (2024: £763,000), cash used in investing activities was
£521,000 (2024: £444,000), and cash inflow from financing was £924,000
(2024: £2,322,000).
The Group has continued its aim to maintain tight control of expenditure
incurred during the year, world economic and inflationary factors contributed
to the administrative expenses increasing by 4.9% to £847,000 for the year
ended 30 June 2025 (2024: £807,000) which included £10,000 non-cash
expenditure, and finance costs increased to £541,000 (2024: £494,000), in
accordance with interest rate change to the Polo Loan Facility. Capitalised
expenditure in relation to the mine proposal was £516,000 for the year ended
30 June 2025 compared to £443,000 in the previous year.
To finance its operations during the year, GCM completed a successful Placing
raising Gross proceeds of £1,000,000 in March 2025 with Allenby Capital Ltd.
In regard to the short-term loan facility with Polo Resources Limited ("Polo")
(the "Polo Loan Facility"), of the full facility of £3,500,000, £3,200,000
has currently been utilised, however the facility is not currently available,
and no repayments can be requested whilst Polo remains a dissolved company, as
detailed in the RNS of 26 June 2025. The terms of the loan facility were
amended in March 2022 as part of the completed placing and subscriptions, such
that the lender may request conversion by the issuance of new ordinary shares
in the Company at 5.14 pence per share (being the Issue Price) subject to any
necessary regulatory approvals. All other terms of the agreement remained
unchanged. (See Note 12 for detailed terms).
As GCM does not yet generate any revenue, the Board expects that the Group's
operations will continue to be funded by a combination of equity and debt
financing.
Continuing for the foreseeable future, the Company's cash expenditure is not
expected to increase and, as far as possible, obligations to key stakeholders
will be primarily satisfied by the issue of new ordinary shares in the capital
of the Company ("Ordinary Shares"), to both incentivise those stakeholders and
preserve cash.
As at the date of this report, the Company currently has approximately
£922,000 in available cash resources, which is sufficient to meet the
Company's immediate cash requirements until June/July 2026, assuming the
Company's currently forecast cash costs. The Company will further explore
additional funding during the next six months.
Corporate Social Responsibility (CSR)
At GCM, our commitment to responsible development of the Phulbari Coal Project
remains unwavering. While we await formal government approval to
proceed-expected following national elections in February 2026-our focus on
community readiness, environmental stewardship, and global best practice
continues.
We view CSR not as a box-ticking exercise, but as a long-term commitment to
the people and environment of Phulbari. Building and maintaining a Social
License to Operate (SLO) means active, ongoing engagement-not just before the
first shovel hits the ground, but across the full life of the Project.
World-Class Standards, Locally Rooted
GCM is fully aligned with internationally recognised environmental and social
frameworks, including:
· IFC Performance Standards (World Bank Group)
· The Equator Principles
· ADB Safeguard Policies
· National laws and regulatory frameworks of Bangladesh
As a signatory of the UN Global Compact, we are committed to upholding its ten
universal principles in human rights, labour, environment, and
anti-corruption.
Engagement, Inclusion, and Upliftment
GCM's approach puts local communities at the heart of the Project. Our
Resettlement Action Plan (RAP)-based on extensive field surveys and updated
demographic data-ensures that those affected by development are not just
relocated, but supported to thrive.
Key commitments under the RAP include:
· Fair and transparent resettlement with full compensation
· Improved housing and local infrastructure
· Livelihood restoration grants and skills training
· Prioritised employment for local residents
· Support for agriculture and land-based livelihoods
Community Presence, Continuous Dialogue
We maintain a dedicated, full-time presence within the Project Area, led by a
locally grounded team and supported by 72 Community Liaison Assistants (CLAs)
drawn directly from the community. This ensures we remain in close touch with
local concerns, feedback, and aspirations-building trust and laying the
foundation for a successful and inclusive development once final approval is
secured.
Risks and uncertainties
The predominant risks and uncertainties faced by the Company are set out
below:
Political and Economic Risks:
The political landscape has become dominated by the fall of the past Awami
League government of former Prime Minister Shaikh Hasina on 5 August 2024 and
the appointment of an Interim Government, on 8 August 2024. The Interim
Government consists of Chief Adviser Dr Yunus (Nobel Laureate) and 24 Advisers
covering key ministries. The student led protests that caused the government
to fall had mobilised enormous support for eliminating corruption and
undertaking political and economic reforms and this has become the Interim
Government's mandate.
The Interim Government has made notable progress on its July National Charter
reform agenda, aimed at overhauling key institutions and preparing for a
democratic transition. Six reform commissions submitted their reports by
January 2025, covering areas such as constitutional reform, judicial
independence, anti-corruption, and electoral systems. A National Consensus
Commission (NCC) was formed to engage political parties and build support for
the proposed reforms. By October 2025, a finalised Charter-outlining over 80
structural reforms-was formally shared with all major parties for endorsement,
marking a significant milestone in the roadmap toward elections scheduled for
early 2026.
However, the reform process remains a work in progress. While broad agreement
has been reached on the principles, the Charter does not yet include a clear
legal framework or implementation timeline. Some student-led and civil society
groups have expressed scepticism, urging stronger guarantees and immediate
action. The Interim Government has committed to initiating selected reforms,
but major constitutional changes are expected to be taken up by the next
elected government. For investors, this period presents both opportunity and
uncertainty: although institutional reform could improve governance and
regulatory clarity, the pace and durability of these changes will depend
heavily on the outcome of the February 2026 elections and the political
consensus that follows.
In short, the success of the February 2026 election will require actions to
achieve inclusiveness, institution building, and reform delivery. For
investors and project developers, the environment is improving but significant
execution and political risks linger ahead of what is intended to be a
landmark transition.
Strategic Risk:
There remains a risk that the strategic partnership with the Chinese
state-owned enterprise, PowerChina, may not proceed, which would impact the
Company's plan to position the Project as a secure, captive coal mine with
dependable market outlets for its full production. This could threaten the
economic viability of the mine. However, the signing of the Mine Construction
and Overburden Stripping EPC contract with PowerChina in March 2024 and
on-going communications suggest the risk of PowerChina not being involved with
the Project is low.
Additionally, the Company continues its communication efforts with key
personnel with the aim to ensure the benefits of moving quickly to develop the
Phulbari Coal and Power Project are well understood.
Financing Risk:
There remains a risk that the Company may face challenges in raising the
necessary working capital to sustain operations before submitting the Project
Proposal to the government, as well as the additional funds required to guide
the Project through government approvals and into the implementation stage.
The first financing risk is mitigated by the Company's on-going strong track
record of successfully raising capital through equity markets. The second
financing risk is addressed through existing agreements with our Development
Partner, PowerChina, who has expressed a willingness to support project
financing in exchange for being awarded EPC (Engineering, Procurement, and
Construction) contracts. The signing of the US$1 billion Mine Construction and
Overburden Stripping EPC contract with PowerChina in March 2024 is a
demonstration of the commitment of both companies to move the Project forward.
In addition, the move by the US to change its energy and power policies to
promote expansion of fossil fuel-based power generation is likely to also
remove headwinds for financing and developing new fossil fuel projects,
including coal, in Asia.
Additionally, the Polo Loan facility can begin to be called in Cash repayments
from March 2026 as per the terms of the agreement. However, whilst Polo
Resources remains dissolved, no repayments can be requested. Should Polo
Resources successfully be reinstated in the BVI, and any repayments requested,
the Company would have to secure necessary funding to meet such obligations.
The Directors remain confident that the Company will secure the necessary
funds when needed. For further details, refer to the Directors' Report.
Commercial Risk:
The primary commercial risk for the Project in Bangladesh stems from potential
adverse movements in coal prices and associated cost factors. However, the
ongoing global energy supply uncertainty, with increased coal and LNG prices
has positively shifted the Project's viability outlook. Bangladesh is
dependent on importing most of its energy and with a depreciated local
currency, high inflation, diminished foreign exchange reserves and a shortage
of US dollars, the country cannot afford to continue with its 'import all'
strategy. The Interim Government recognises this and has taken initiatives to
prepare a newly elected government to move on domestic coal development to
largely remove the dependence on imported coal. Their stated aim is to reduce
costs and improve reliability of supply.
Bangladesh is impacted by Climate Change and continues to push the developed
countries to fund preparedness measures. Meanwhile, Bangladesh's role in
global emissions remains small and it maintains a 'business as usual' approach
to energy and power as it confronts expanding its energy sector to support
economic growth while also adapting to the global shift towards greener
energy. The Interim Government has stated that Bangladesh must pursue a
strategic energy diversification (including coal). The recent shift in US
policies to promote fossil fuels for power generation will take some pressure
off Bangladesh as it moves to develop its domestic coal resources to supply
its 8000 MW coal-fired power generation.
Board engagement with stakeholders
This section serves as our section 172 statement and should be read in
conjunction with the rest of the Strategic Report and the Company's Corporate
Governance Statement.
Section 172 of the Companies Act 2006 requires a Director of a company to act
in the way he or she considers, in good faith, and would be most likely to
promote the success of the company for the benefit of its members as a whole.
In doing this, section 172 requires a Director to have regard, among other
matters, to: the likely consequences of any decision in the long term; the
interests of the company's employees; the need to foster the company's
business relationships with suppliers, governments, local communities, and
others; the impact of the company's operations on the community and the
environment; the desirability of the company maintaining a reputation for high
standards of business conduct; and the need to act fairly with members of the
company.
The Directors uses its Board meetings as a mechanism for giving careful
consideration to the factors set out above in discharging their duties under
section 172.
Stakeholder engagement
Key stakeholder groups we engage with are listed below, together with an
explanation of why we focus on them and how we engage them.
Employees
The success of the Group is dependent upon the hard work and dedication of all
our employees. The Board ensures a continuing investment in existing employees
who are supported through professional, technical and on-the-job training
relevant to their functional areas, as well as other relevant role-specific
training. The Board directs executives and senior managers to keep staff
informed of the progress and development of the Company on a regular basis
through formal and informal meetings and regular communications. In addition,
the Board ensures funds are provided for regular events to encourage employee
participation in local community initiatives.
Government Agencies & Local Communities
The Group operates in the regulated mining sector in Bangladesh. The Board
ensures the Company adopts a positive focus on maintaining productive
relations with local communities and all levels of government. As a result,
the Chief Executive Officer and Chief Operating Officer regularly conduct
consultations with multi-levels of government agencies to ensure that all
regulatory approvals and permits remain in good order. Development of local
community improvement programmes are undertaken with consultation of local
government and community representatives to maintain positive and productive
relationships necessary to advance the Phulbari project.
As a mining exploration Group, the Board takes seriously its ethical
responsibilities to the communities and environment in which it works.
Wherever possible, local communities are engaged in the geological operations
and support functions required for field operations. The regions in which the
Group operates have native title laws. The Company is respectful of native
title rights and engages proactively with local communities. In addition, we
are careful to manage the environmental obligations of our work, and undertake
site rehabilitation programmes, and prepare mine management plans, in
accordance with local laws and regulations. Our goal is to meet or exceed
standards, to ensure we maintain our social licence to operate from the
communities with which we interact.
Contractors & Suppliers
Our proposed Joint Venture associates, consultants and suppliers are key
business partners, and the quality of goods and services we receive are
essential to supporting operations and to enhance the project process with our
goal to successfully submit our project proposal to the Bangladesh Government
for approval.
During the year, the Board committed significant resources into fostering
improved relationships with our key partners. As directed by the Board,
management collaborates and continually works with our partners and the full
supply chain, sharing best practice and seeking out synergies to improve.
Lender
On 26 June 2025, the Company announced the Company had become aware that Polo
Resources Ltd, a British Virgin Islands ("BVI") incorporated company, was
dissolved on 5 September 2023 as the result of the resignation of its BVI
agent. The Company has been informed that the officers of Polo are currently
undertaking steps to restore its status as a registered company in the BVI
including the appointment of a new BVI agent. This is expected to occur
following, inter alia, the satisfactory completion of customary due diligence
on Polo and its stakeholders by the new BVI agent, followed by a court order
as required under the laws of the BVI. Notwithstanding this, there can be no
certainty that Polo will be restored as a registered company in the BVI, nor
as to the timing of any such restoration. As most recently announced on 31
March 2025, Polo has provided a £3.5 million loan facility to the Company of
which as at 31 December 2024, £300,000 remained undrawn. In light of this,
the board of directors of GCM believes that the status of the Company's
indebtedness to Polo is uncertain but given the expectation that the officers
of Polo will restore Polo as a registered company in the BVI, the board is
currently treating the loan which, at 30 June 2025 amounted to £6,198,000 (31
December 2024: £5,923,000) including loan interest, as unaffected.
Investors
Investors are considered key stakeholders, and consequently investor relations
are a focus area for Directors. Where possible the Board engages investors on
Group performance following project updates and results announcements with
face-to-face meetings or scheduled calls.
On behalf of the Board,
Datuk Michael Tang PJN
Chief Executive Officer
21 November 2025
Corporate Governance Report
Corporate Governance Statement
In November 2023 the Quoted Companies Alliance ('QCA') updated its Corporate
Governance Code dated April 2018 (the 'QCA Code 2018'). The QCA's Corporate
Governance Code 2023 (the 'QCA Code 2023') came into effect for accounting
periods commencing on or after 01 April 2024.
The QCA Code 2018 and the QCA Code 2023 each take key elements of good
governance and apply them in manners which are workable for the different
needs of growing companies. The QCA Code 2018 and the QCA Code 2023 are each
constructed around ten broad principles and sets of disclosures.
GCM Resources Plc's ('GCM' or 'the Company') directors recognise the
importance of sound corporate governance, and in 2018 the Company adopted the
QCA Code 2018 and applied its ten principles. On 26 June 2025 the Company
adopted the QCA Code 2023 with immediate effect and has applied its ten
principles, except as specifically noted below. The Company's compliance with
the QCA Code 2023 is as described below which sets out the manner of
compliance with the QCA Code 2023 or states that the manner of compliance is
described in the information provided on the Company's website at
www.gcmplc.com.
Corporate Governance Statement
As an independent non-executive director and chair (the 'Chair') of the board
of directors of the Company (the 'Board' or the 'Board of Directors') it is my
responsibility to ensure that the Company correctly implements and applies the
ten principles of the QCA Code 2023 to support the Company in achieving its
priority goal of obtaining approval for the development of the Phulbari Coal
and Power Project (the "Project") in north-west Bangladesh .
The Board believes that it applies the ten principles of the QCA Code 2023 but
recognises the need to continue to review and develop governance practises and
structures, to ensure they are in line with the growth and strategic plan of
the Company.
The key governance related matter to have occurred during 2025 is the
Company's decision to adopt the QCA's updated Corporate Governance Code, the
QCA Code 2023, and apply its ten principles.
The Principles of the QCA Code 2023
Principle 1: Establish a purpose, strategy and business model which promote
long-term value for shareholders
GCM has established a strategy and business model, the purpose of which is to
promote long-term value for shareholders. The strategy and business model
provides as follows:
· the principal activity of the Company and its subsidiaries
(together the 'Group') is the development of the identified world class coal
resource of 572 million tonnes (JORC 2004 compliant) at the Phulbari Coal and
Power Project ("the Project") in north-west Bangladesh. Utilising the latest
highly energy efficient coal-power generating technology the Phulbari coal
mine can support some 6,600MW. The Project site can also support over 2,000MW
of Solar Power capacity throughout the Project life span. GCM requires
approval from the Government of Bangladesh to develop the Project.
· the strategy of the Company is obtaining approval from the
Bangladesh Government for the comprehensive Project Proposal. With our
Development Partner, PowerChina, GCM aims to finance, develop, and operate all
project aspects over a 35+ year lifespan.
The business and operations of the Group are subject to a number of risk
factors. These risk factors and the Group's comments and mitigating actions
against them are set out in the 'Strategic Report - Risks and Uncertainties'
section of the Annual Report(s).
The strategy and business model demonstrate that the delivery of long-term
growth is underpinned by a clear set of values aimed at protecting the Company
from unnecessary risk and securing its medium to long-term future, and to
deliver shareholder value in the medium to long-term.
Principle 2: Promote a corporate culture that is based on ethical values and
behaviours
The Board promotes a corporate culture that is based on ethical values and
behaviours. The Board considers it an asset and source of competitive
advantage to undertake its business and operations in an ethical manner. As
such the Company has adopted a number of policies (including but not limited
to the following):
· Code of Conduct: This includes matters such as: compliance with
law; disclosure of information; accounting records and practises; fair
dealing; conflicts of interest; corporate opportunities; use of company
property; safety and environmental protection; fundamental rights;
responsibility; where to seek clarification; and reporting breaches;
· Anti-Corruption and Anti-Bribery Policy: The government of the
United Kingdom ('UK') has issued guidelines setting out appropriate procedures
for companies to follow to ensure that they are compliant with the UK Bribery
Act 2010. The Company has conducted a review into its operational procedures
to consider the impact of the Bribery Act 2010 and the Board has adopted an
anti-corruption and anti-bribery policy;
· Share Dealing Code: The Company has adopted a share dealing
code for dealings in securities of the Company by directors and certain
employees which is appropriate for a company whose shares are traded on AIM.
The share dealing code is based on the model code developed by the QCA and the
Institute of Chartered Secretaries and Administrators. This constitutes the
Company's share dealing policy for the purpose of compliance with UK
legislation including the Market Abuse Regulation and the relevant part of the
AIM Rules for Companies. Furthermore, insider legislation set out in the UK
Criminal Justice Act 1993, as well as the provisions relating the market
abuse, apply to the Company and dealings in its ordinary shares; and
· Social Media Policy: The Board has adopted a social media policy
which is designed to minimise the risks to the Company's business arising
from, and to assist directors and employees in making appropriate decisions
about, the use of social media. In particular, the policy provides guidance
that the disclosure on social media of commercially sensitive, price
sensitive, private or confidential information relating to the Company is
prohibited.
The policy set by the Board is evidenced by the actions and decisions of the
chief executive officer and the rest of the management team. Our corporate
values guide the objectives and strategy of the Company and drive the strategy
and business model adopted by the Board.
The culture is visible in every aspect of the business, including
recruitments, nominations, training and engagement. The Company's performance
and reward systems endorse the desired ethical behaviours across all levels of
the Company.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board seeks to understand and meet shareholder needs and expectations by
discussing the overall development of the Company's strategy regularly at
meetings of the Board. This issue will be a standing point of business at each
Board meeting. The Board will also seek to develop a good understanding of the
needs and expectations of all elements of the Company's shareholder base by
asking the Company's registrar to keep the directors informed of the change in
identity of any significant shareholders.
The Board will work alongside its Nominated Adviser and other advisers to
manage shareholders' expectations in order to seek to understand the
motivations behind shareholder voting decisions. The Board will take into
account shareholder voting at any general meeting and any correspondence
received by the Company from shareholders with respect to any matter relating
to its business to further its understanding. Shareholders are encouraged to
contact the Company - this can readily be done by email submission to
info@gcmplc.com.
Principle 4: Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
The Board understands that the Company's long-term success relies upon good
relations with a range of different stakeholder groups, both its internal
workforce and its external suppliers, customers, regulators and others.
GCM has identified the following internal stakeholders:
· shareholder and loan note holders;
· the directors of the Company; and
· all members of the Company's and Subsidiaries'
management teams (in compliance, administrative and field-based roles).
GCM has identified the following external stakeholders:
· suppliers of goods and equipment;
· securities regulators;
· local government (Bangladesh);
· ministerial departments responsible for
administering mineral & resources exploration activities to take place;
and
· local communities.
The Company will take into account wider stakeholder interests, including
social and environmental responsibilities, and their implications for
long-term success.
Given the business and operations of the Company, matters may arise that
impact on society and the communities within which it operates or the
environments which may have the potential to affect the Company's ability to
deliver shareholder value over the medium to long-term.
Feedback from government agencies reflects the importance of making local
communities active stakeholders who are incentivised to support the Project.
This includes offering employment, access to education, and fair compensation
for land and relocation needs. In response, GCM's Resettlement Action Plan
(RAP) was developed as part of the comprehensive Environmental and Social
Impact Assessment for the coal mine, and reflects the specific requirements
identified through extensive community surveys within and adjacent to the
Project Area. A demographic survey conducted in 2019 further updated
population and household data to guide our approach.
Through the RAP, GCM is committed to uplifting the local community and will
ensure the following:
• Fair, transparent, and fully compensated relocation;
• Enhanced living standards with improved town and village amenities;
• Financial grants to improve livelihoods;
• Training programs and preferential employment opportunities;
• Support for agricultural development to bolster local farming.
Principle 5: Embed effective risk management, internal controls and assurance
activities, considering both opportunities and threats, throughout the
organisation
As described above, the Company's business and operations are subject to
certain risks. The Board receives monthly updates from management on
operational, investor and public relations, finance and administrative
matters. In addition, the Company's directors are encouraged to liaise and
meet with management on a regular basis to discuss matters of particular
interest to each director. The Company's management has implemented effective
risk management, considering both opportunities and threats, throughout the
organisation.
The Board shall ensure that the Company's risk management framework, including
internal controls and assurance activities, identifies and addresses all
relevant risks in order to execute and deliver its strategy. The Company has
considered its extended business, from key suppliers to end-customers in
identifying and addressing risk. As the Company grows then the risk management
framework, including internal controls and assurance activities, will develop
accordingly.
The Board has developed a strategy to determine the extent of exposure to the
identified risks that the Company is able to bear and willing to take.
Principle 6: Establish and maintain the board as a well-functioning, balanced
team led by the chair
As a Board the directors have collective responsibility and legal obligation
to promote the interests of the Company and are collectively responsible for
defining corporate governance arrangements. Ultimate responsibility for the
quality of, and approach to, corporate governance lies with the Board. The
Company holds Board meetings at least six times each complete financial year,
and at other times as and when required.
The Board currently comprises four directors (see below), two of whom are
deemed to be independent non-executive directors for the purpose of corporate
governance (being Charlie Green and myself (Paul Shackleton)).
As at the date of this statement the Board consists of the following members:
Paul Shackleton, Non-Executive Director (Independent) & Chair of the Board
of Directors
Mr Shackleton is an experienced London based corporate finance adviser and
broker who, since 1996, has specialised in both domestic and international AIM
traded companies, including advising companies in the role of Nominated
Adviser. He brings a wealth of knowledge and experience, particularly in
transactions, fund raising, Corporate Governance and Regulation. He is
currently a Non-Executive Director of Rurelec Plc and Sutton Harbour Group
plc.
Mr Shackleton chairs the Remuneration, and Nomination committees.
Mr Shackleton is deemed independent for the purpose of corporate governance by
virtue of the Company considering him to be of independent character and
judgement.
Datuk Michael Tang, Chief Executive Officer & Director
Mr Tang is Executive Chairman of the Company's largest shareholder, Polo
Resources Limited and is the principal of Mettiz Capital Limited, an
investment company with significant corporate and financial experience in
natural resources, power generation, manufacturing and real estate. Mr. Tang
qualified as a barrister at Lincoln's Inn and holds a Bachelor of Laws degree
from the London School of Economics and Political Science. Mr Tang was
conferred with the Distinguished Order for Meritorious Service ("Panglima Jasa
Negara") which carries the honorific title of "Datuk" by His Majesty The King
of Malaysia. The award was a recognition of his invaluable service and
contribution to the nation.
Mr Tang is deemed non-independent for the purpose of corporate governance by
virtue of being an executive officer of the Company.
Keith Fulton, Finance Director & Company Secretary
Mr Fulton has over 25 years accounting and finance experience and was a
partner at the audit firm Chapman Davis for over thirteen years. He began his
career at Badger Hakim, where he qualified as a Chartered Accountant,
following which he held various financial advisory and leadership positions at
a number of corporates, including Finance Director at IDG UK Holdings Ltd.
Keith is a member of the Institute of Chartered Accountants in England and
Wales.
Mr Fulton is deemed non-independent for the purpose of corporate governance by
virtue of being an executive officer of the Company.
Charlie Green, Non-Executive Director
Mr Green is a chartered accountant and member of ICAEW (Institute of Chartered
Accountants in England and Wales). Over his 47-year career, he has held senior
positions in auditing and accounting, financial services within merchant
banking and corporate recruitment services (headhunting). He is currently
Director of corporate headhunting firm Emmet Green Associates Ltd.
After qualifying as a Chartered Accountant, he spent 11 years in an auditing
role with Peat Marwick Mitchel & Co (now KPMG) and Reuters plc. He then
worked for 10-years in investment banking taking senior financial services
roles with Morgan Grenfell & Co Ltd, Merrill Lynch & Co and Credit
Suisse First Boston.
He moved into the recruitment industry beginning with Austin Knight UK Ltd.
(and TMP after it took over Austin Knight) and Odgers. After a 3-year period
as an operations, financial and compliance consultant for a NOMAD boutique
Investment Bank, he moved back into corporate headhunting where he has been
Director of Emmet Green Associates Ltd for the past 25 years.
Mr Green chairs the Audit committee.
Mr Green is deemed independent for the purpose of corporate governance by
virtue of the Company considering him to be of independent character and
judgement.
Retirement by rotation
One third of directors are required to retire at every Annual General Meeting
(AGM) of the Company by rotation and may be re-elected by ordinary resolution.
The Company has established properly constituted audit, remuneration and
nominations committees of the Board with formally delegated duties and
responsibilities, summaries of which are set out below:
The Audit Committee
The Audit Committee considers the Group's financial reporting (including
accounting policies) and internal financial controls.
The Audit Committee is responsible for ensuring that the financial performance
of the Group is properly monitored and reported on. Mr Charlie Green is Chair
of the Audit Committee, along with Mr Paul Shackleton who is a member of the
Committee, supported by Keith Fulton, the Finance Director and Company
Secretary, and the full board who are not formally members of the committee.
The membership of the committee will be reviewed annually and upon any changes
to the composition of the Board. During the year the Audit Committee was
active in assessing the adequacy of the interim and annual financial
statements, including conducting meetings with the auditors of the Company.
The Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the
Board of Directors' and senior executives' remuneration.
Non-Executive Directors' remuneration is considered by the Board. Financial
packages for the Executive Directors are established by reference to those
prevailing in the employment market for executives of equivalent status both
in terms of level of responsibility of the position and their job
qualifications and skills. The Committee will also have regard to the terms
which may be required to attract an equivalent experienced executive to join
the Board from another Company. Mr Paul Shackleton is Chair of the
Remuneration Committee, along with Mr Charlie Green who is a member of the
committee, supported by Keith Fulton, the Finance Director and Company
Secretary, and the full board who are not formally members of the committee.
The membership of the committee will be reviewed annually and upon any changes
to the composition of the Board. During the year the Remuneration
Committee commenced a review of executive remuneration, including
benchmarking to market with a view to making appropriate recommendations to
the Board. This process is ongoing but nearing completion.
The Nominations Committee
The Nominations Committee makes recommendations to the Board for the
recruitment of Directors and senior executives. Mr Paul Shackleton is Chair of
the Nominations Committee, along with Mr Charlie Green who is a member of the
committee, supported by Keith Fulton, the Finance Director and Company
Secretary, and the full board who are not formally members of the committee.
The membership of the committee will be reviewed annually and upon any changes
to the composition of the Board. During the year the Nominations Committee has
been involved in the assessment of prospective candidates for non-executive
positions as requested by the Board.
Below is a table summarising the attendance record of each director at Board
and committee meetings held during the year ended 30 June 2025:
Committee
Board Audit Remuneration & nominations
Number of meetings held: 10 2 -
Record of attendance:
Paul Shackleton 10 / 10 2 / 2 -
Datuk Michael Tang 10 / 10 - -
Keith Fulton 10 / 10 2 / 2 -
Gary Lye Resigned 26 November 2024 (*) 10 / 10 - -
Charlie Green 10 / 10 2 / 2 -
Paul as Chair of the Board of Directors "I believe I lead a well-functioning
and balanced team on the Board".
(*) Gary Lye resigned from an Executive Position on the Board of Directors on
26 November but remains as the Chief Operating Officer of GCM and continues to
attend Board Meetings by invitation.
Principle 7: Maintain appropriate governance structures and ensure that
individually and collectively the directors have the necessary up-to-date
experience, skills and capabilities
I believe the Company has adopted, and will maintain, governance structures
and processes that are fit for purpose and support good decision-making by the
Board. As noted above, the Company has audit, and remuneration &
nominations committees. The Board believes these committees provide for
governance structures and processes in line with its corporate culture and
appropriate to its size and complexity; and capacity, appetite and tolerance
for risk.
These governance structures may evolve over time in parallel with the
Company's objectives, strategy, and business model and plan to reflect the
development of the Company.
The biographical details of the directors are set out above. The biographies
demonstrate that collectively the Board has an appropriate balance of sector,
financial and public markets skills and experience, as well as an appropriate
balance of individual personal qualities and capabilities. The directors
understand the need for diversity, including gender balance, as part of its
composition and will keep this under review. Currently the Board, comprising
four persons, has two independent non-executive directors, being Charlie Green
and myself.
The Board understands that as companies evolve, the mix of skills and
experience required on the Board will change, and Board composition will need
to evolve to reflect this change. It is considered that at this stage there is
no need to seek additional experience, skills and capabilities on the Board.
Principle 8: Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
The Board has adopted a policy to evaluate the Board's performance based on
clear and relevant objectives, seeking continuous improvement. The clear and
relevant objectives that the Board has identified are as follows:
· suitability of experience and input to the Board;
· attendance at Board and committee meetings; and
· interaction with management in relevant areas of
expertise to ensure insightful input into the Company's business.
The Board will review on a regular basis the effectiveness of its performances
as a unit, as well as that of its committees and the individual directors,
based against the criteria set out above.
The Board performance review will be carried out internally from time-to-time,
and at least annually. The review should identify development or mentoring
needs of individual directors or the wider senior management team.
As part of the performance review, the Board will consider whether the
membership of the Board should be refreshed. The review will also identify any
succession planning issues and put in place processes to provide for
succession planning.
There has been no notable work of the remuneration & nominations committee
undertaken during 2024/2025.
Principle 9: Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture
The Board recognises that the remuneration of directors (both executive and
non-executive) and senior management is of legitimate concern to shareholders
and is committed to following current best practise. The Group operates within
a competitive environment and its performance depends upon the individual
contributions of the directors and senior management.
The objective of the Company's remuneration policy is to incentivise long-term
growth and shareholder returns. The policy of the Board is to provide
remuneration packages designed to attract, motivate and retain personnel of
the calibre necessary to maintain the Group's position, and to reward them for
enhancing shareholder value and returns. It aims to provide sufficient levels
of remuneration to do this, but to avoid paying more than is necessary.
Remuneration packages also reflect levels of responsibilities and contain
incentives to deliver the Group's objectives, in line with the Company's
purpose, strategy and culture.
Principle 10: Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other key stakeholders
The Company maintains a website at www.gcmplc.com which provides information
about the Company's strategy and project information and provides updates on
its operations and governance. In addition, the Company maintains a dialogue
with shareholders and other key stakeholders by the issue of press releases as
required by AIM.
The Company has adopted a communication and reporting structure which sets out
the manner of open communication between the Board and all constituent parts
of its shareholder base. From time-to-time the Company will participate in
investor focused conferences and forums, and the Company will endeavour to
make prior announcements of such engagements such that shareholders of the
Company may wish to attend themselves and meet with those members of the Board
and / or senior management who may be present. All members of the Board and
senior management are encouraged to attend the Company's Annual General
Meeting and other general meetings when shareholders will be encouraged to ask
questions of the Board and the Company's senior management. This structure
will assist in:
· the communication of shareholders' views to the
Board; and
· the shareholders' understanding of the unique
circumstances and constraints faced by the Company.
The 'Remuneration Report' section of the Annual Reports, sets out a number of
matters including: the responsibilities and duties, and membership of the
remuneration & nominations committee; remuneration of directors (both
executive and non-executive) and senior management; policy on remuneration;
and notable work of the remuneration & nominations committee undertaken
during the relevant period.
A separate 'Audit Committee Report' is included in the Annual Report if there
are any material matters arising, otherwise on the grounds that there were no
material matters arising either during the relevant period or subsequently
this will be omitted.
Notable work undertaken during 2024-2025 by other Board committees includes:
· in September 2024 and November 2024, the audit
committee met with the Company's independent auditor in connection with the
audit of the consolidated financial statements of GCM for the year ended 30
June 2024, and it was noted that there were no material matters arising.
In conclusion, I am pleased to lead a Board and a Company that continues to
strive to make improvements in all areas of its activities with a view to
ultimately benefiting all of our stakeholders.
I hope that you embrace our philosophy and approach to conducting our
business, as we continue to look forward to being able to report back to you
on our developments.
Approved by the Board of Directors and signed on behalf of the Board of
Directors on 21 November 2025.
Paul Shackleton
Non-Executive Chairman
21 November 2025
Remuneration Report
The Remuneration Report the year ended 30 June 2025 is below.
Remuneration & nominations committee
The remuneration & nominations committee of the board of directors of GCM
resources Plc ('GCM' or 'the Company') is responsible for providing
recommendations to the board of directors of the Company (the 'Board' or the
'Board of Directors') on matters including the composition of the Board and
competencies of directors, the appointment of directors, the performance of
the executive directors and senior management, and making recommendations to
the Board on matters relating to their remuneration and terms of employment.
The committee will also make recommendations to the Board on proposals for the
granting of shares awards and other equity incentives pursuant to any share
award scheme or equity incentive scheme in operation from time-to-time. The
remuneration & nominations committee should meet at least once a year.
During the year ended 30 June 2025 and as at the date of this report the
members of the remuneration & nominations committee are Paul Shackleton
(chair of the committee), and Charlie Green.
Remuneration
The Board recognises that the remuneration of directors (both executive and
non-executive) and senior management is of legitimate concern to shareholders
and is committed to following current best practise. GCM and its subsidiaries
(together the 'Group') operates within a competitive environment, and its
performance depends upon the individual contributions of the directors and
senior management.
The payment of remuneration to directors and senior management is in
accordance with Contracts for Services (in respect of non-executive directors)
and Service Agreements (in respect of officers and senior management).
Policy on remuneration
The policy of the Board is to provide remuneration packages designed to
attract, motivate and retain personnel of the calibre necessary to maintain
the Group's position, and to reward them for enhancing shareholder value and
return. It aims to provide sufficient levels of remuneration to do this, but
to avoid paying more than is necessary. Remuneration packages also reflect
levels of responsibilities and contain incentives to deliver the Group's
objectives, in line with the Company's purpose, strategy and culture.
Save for the chair (the 'Chair) of the Board of Directors, GCM currently pays
its other non-executive director a fee of GBP£27,500 per annum. The Chair of
the Board of Directors is currently paid a fee of GBP£30,000 per annum. In
addition to being paid fees, each of GCM's non-executive directors is eligible
to be awarded share options in accordance with the Company's Share Option
Scheme.
Amounts paid for services of Directors for the year ended 30 June 2025 were:
Share based payments 2025 2024
Salary & fees Total Total
£ £ £ £
Executive Directors
Datuk Michael Tang PJN (*) 303,600 - 303,600 303,600
Keith Fulton 90,000 10,000 100,000 105,000
Gary Lye (**) 55,750 - 55,750 133,800
Non-Executive Directors
Paul Shackleton (appointed 22 March 2024) 30,000 - 30,000 8,192
Charlie Green (appointed 22 March 2024) 27,500 - 27,500 7,510
Mohd. Najib Abdul Aziz (resigned 11 October 2023) - - - 1,700
Christian Taylor-Wilkinson (resigned 28 February 2024) - - - 4,000
506,850 10,000 516,850 563,802
(*) Michael Tang's remuneration remains partially unpaid as at 30 June 2025,
see Note 20 also.
(**) Gary Lye resigned from the Board on 26 November 2024 but remains as Chief
Operating Officer. Only includes his remuneration whilst a member of the
Board.
The Directors who held office at 30 June 2025, or on date of resignation, had
the following interests in the ordinary shares and options of the Group:
2025 2025 2025 2024 2024 2024
Shares Conditional shares ((1)) Options Shares Conditional shares Options
Executive Directors
Datuk Michael Tang PJN - - - ( ) - - - ((2))
Keith Fulton 1,941,243 - - ( ) 1,400,702 - -
Gary Lye 2,000 170,000 - ( ) 2,000 170,000 - ((2))
( ) ( )
Non-Executive Directors ( ) ( )
Paul Shackleton (4) - - - ( ) - - - ( )
Charlie Green (4) 7,000 - - ( ) 7,000 - - ( )
Mohd. Najib Abdul Aziz (3) - - - ( ) - - - ( )
Christian Taylor-Wilkinson (3) - - - ( ) - - - ( )
( )
((1) Shares awarded in the event of key milestones being
reached. Refer to Note 17 to the financial statements.)
((2) Options with an exercise price of £0.11, vested on 1
January 2016 and an expiry date of 31 May 2020. On 29 May 2020, these
options were extended on the same terms until 31 May 2024, and these options
have now expired.)
((3) Christian Taylor-Wilkinson resigned on 28 February 2024,
and Mohd. Najib Abdul Aziz resigned on 11 October 2023.)
((4) Paul Shackleton and Charlie Green were appointed on 22
March 2024.)
Pensions
In compliance with the Pensions Act 2008 of the United Kingdom ('UK') GCM has
established a Workplace Pension Scheme for its UK based directors and
employees. All eligible directors and employees have individually elected to
opt-out of such Workplace Pension Scheme and as such, GCM has not made any
pension contributions on behalf of its directors and employees.
Nominations
There are no nominations in respect of additional directors to be appointed to
the Board.
Notable work of the remuneration & nominations committee undertaken during
2024-2025
The remuneration & nominations committee reviews Board and senior
management performance, and notes that:
· both senior management and non-executive
directors make material contributions; and
· senior management perform well in terms of
corporate administration, governance, and in delivering work programmes on
tight budgets.
Paul Shackleton
Chair of the remuneration & nominations committee
21 November 2025
Directors' Report
The Directors present their annual report and the audited accounts for the
year ended 30 June 2025.
Principal activities
GCM Resources plc (GCM) was incorporated as a Public Limited Company (Company
register number 04913119) on 26 September 2003 and admitted to the London
Stock Exchange Alternative Investment Market (AIM) on 19 April 2004.
The Company's principal activity, through its subsidiaries, is the development
of the Phulbari Coal and Power Project in Bangladesh.
Business review
Phulbari Coal and Power Project
A detailed review of progress on the Phulbari Coal and Power Project is
included in the Group Strategic Report.
Financial resources
As at 30 June 2025, GCM held £1,310,000 in cash (2024: £1,658,000 cash).
Corporate responsibility
GCM is committed to undertaking its activities in accordance with the highest
international social, environmental and operational standards. For detailed
information please refer to the Group Strategic Report.
Financial review
The Group recorded a loss after tax of £2,149,000 for the year ended 30 June
2025 (2024: loss after tax of £1,388,000). Non-cash expenses of £850,000
were incurred during the year (2024: £90,000).
Capitalised evaluation expenditure relating to the Phulbari Coal and Power
Project was £516,000 for the year ended 30 June 2025 (2024: £443,000).
Events after the end of the reporting period
The events which took place subsequent to 30 June 2025, are fully disclosed in
Note 21 to the Consolidated Financial Statements.
Dividends
The Directors do not recommend the payment of a dividend (2024: nil).
Going concern
As at 30 June 2025, the Group had £1,310,000 in cash and £6,244,000 of net
current liabilities. The directors and management have prepared a cash flow
forecast to December 2026, which shows that the Group will require further
funds to cover operating costs to advance the Phulbari Coal and Power Project
and meet its liabilities as and when they fall due. Based on current
forecasts, additional funding will need to be either raised from third parties
or the short-term loan facility with Polo Resources Limited ("Polo Loan
Facility") increased and extended (if available) by the end of July 2026, in
order to meet current operating cost projections. The Directors also note
that, under the amended terms of the existing Polo Loan Facility, the lender
agreed not to serve a repayment request in cash for 5 years from the date of
amended terms, 26 March 2021, or alternatively convert to shares at 5.14 pence
per share at the lender's option (as amended on 1 March 2022). The Company
does not currently have secured funding arrangements in place to cover this
loan or further potential expenditure which may be needed to advance the
Project and, accordingly, should Polo request repayment of the Polo Loan
Facility (under certain terms of the Loan Facility), GCM will need to raise
funds in a short amount of time, which may not be available on terms
acceptable to the Board or on a workable timeframe. It also needs to be noted
that whilst Polo remains dissolved, the Loan Facility cannot be called in, nor
any payments requested.
The Company currently has £922,000 cash at the date of this report, and based
on projected future cash expenditure, this is not expected to be sufficient to
support the Company's operations for the twelve months from the date of this
report. At the current run rates, along with the Company's existing cash
resources, this is only expected to provide sufficient capital for the next
seven/eight months. The Company intends to explore alternative funding options
over the next six months, with the aim to complete and secure the necessary
third-party funding by the end of May 2026.
In forming the conclusion that it is appropriate to prepare the financial
statements on a going concern basis the Directors have made the following
assumptions that are relevant to the next twelve months:
- Sufficient additional funding can be obtained for working
capital purposes; and
- In the event that operating expenditure increases significantly
as a result of successful progress with regards to the Phulbari Coal and Power
Project, sufficient funding can be obtained.
While the Directors remain confident that necessary funds will be available as
and when required, as at the date of this report these funding arrangements
are not secured, the above conditions and events represent material
uncertainties that may cast significant doubt over the Group's and Company's
ability to continue as a going concern. The financial statements have been
prepared on a going concern basis. The financial statements do not include the
adjustments that would result if the Group and Company were unable to continue
as a going concern.
Upon achieving approval of the Phulbari Coal and Power Project, significant
additional financial resources will be required to proceed to development.
Future outlook
The Group is fully committed to the Phulbari Coal and Power Project and is
directly engaging with the Government of Bangladesh and other stakeholders to
move the Project forward. A detailed review of progress on the Phulbari Coal
and Power Project is included in the Group Strategic Report.
Principal risks and uncertainties
Details of the Group's principal risks and uncertainties can be found within
the Group Strategic Report.
Financial instruments
Details of the financial risk management objectives and policies of the Group
and information on the Group's exposure to financial risks can be found in
note 18 to the financial statements.
Directors
The Directors who served during the year:
Appointed Resigned
Executive Directors
Datuk Michael Tang PJN - -
Keith Fulton - -
Gary Lye - 26 November 2024
Non-Executive Directors
Paul Shackleton 22 March 2024 -
Charlie Green 22 March 2024 -
Internal controls
The Directors acknowledge their responsibility for the Group's systems of
internal controls and for reviewing their effectiveness. These internal
controls are designed to safeguard the assets of the Group and to ensure the
reliability of financial information for both internal use and external
publication. Further reviews of internal controls will be undertaken as the
Group develops to ensure that they remain adequate and effective.
Business risk
The Board regularly evaluates and reviews business risks when reviewing
project timelines. The types of risks reviewed include (refer to Note 1 and
the Strategic Report for further detailed information):
· Regulatory and compliance obligations
· Political and economic risks
· Environmental requirements
· Legal risks relating to contracts, licences and agreements
· Insurance risks - the Group holds insurance coverage for
potential employee and liability claims
· Political risks arising from operating in Bangladesh
· Climate Change Risk
Risk management
The Board considers risk assessment to be important in achieving its strategic
objectives. There is a process of evaluation and monitoring risks through
regular reviews by senior management.
Treasury policy
The Group currently finances its operations through equity and debt financing
and holds its cash to fund the obligations of the Group. Decisions regarding
the management of these assets are approved by the Board. Refer to note 18 for
liquidity risk.
Capital management
Capital comprises of cash only. The Group holds a loan facility of £3,500,000
of which £3,200,000 had been fully utilised as at 30 June 2025. The Group
does not hold other loans, financial leases, or other non-current finance
obligations.
2025 2024
£000 £000
Cash 1,310 1,658
Borrowing facilities undrawn (*) - 300
Capital 1,310 1,958
(*) As announced in the RNS of 26 June 2025, Polo Resources Ltd is currently a
dissolved company, and the remainder of the Loan facility is deemed
unavailable, whilst that status remains.
Upon approval of the Phulbari Coal and Power Project, funding will be sought
from a mix of equity and debt sources to finance development. The objective of
the Group's capital management will be to manage gearing levels and capital
ratios in order to support its business, maximise shareholder value and
maintain a healthy capital position. The Group incurs expenditure in a number
of currencies including UK Pounds, Bangladesh Taka, US Dollars and Australian
dollars. The Group has a policy of not hedging currency exposures.
Qualifying third party indemnity provisions
The Company has put in place qualifying third party indemnity provisions for
all of the directors of the Company which was in force at the date of approval
of this report.
Political contributions
No payments to political parties have been made during the year (2024: nil).
Relations with shareholders
The Board attaches great importance to maintaining good relationships with its
shareholders. The Group's activities are detailed in the Annual Report and
Financial Statements, the Interim Report and market announcements. Market
sensitive information is always released to all shareholders concurrently in
accordance with stock exchange rules. The AGM provides an opportunity for all
shareholders to communicate with and to question the Board on any aspect of
the Group's activities. The Group maintains a corporate website where
information on the Group is regularly updated and all announcements are
posted.
Website disclosure
The Group has a website www.gcmplc.com (http://www.gcmplc.com) on which
statutory information, press releases and background information on the Group
and its operations can be found.
Annual General Meeting (AGM)
Full details of the resolutions to be proposed at the Company's AGM will be
included in the Notice of Meeting which will be distributed to shareholders
along with the Annual Report.
Auditors
The auditors to the Group, PKF Littlejohn LLP, have expressed their
willingness to continue in office as auditors and a resolution proposing their
reappointment will be submitted at the AGM.
Directors' statement as to disclosure of information to auditors
All of the current Directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the Company's
auditors for the purposes of their audit and to establish that the auditors
are aware of that information. The Directors are not aware of any relevant
audit information of which the auditors are unaware.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Group
financial statements in accordance with applicable United Kingdom law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors have elected to prepare Group
financial statements under UK-adopted international accounting standards.
Under Company Law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Parent Company and of the profit or loss of the Group
for that period.
The Directors are also required to prepare financial statements in accordance
with the rules of the London Stock Exchange for companies trading securities
on AIM. In preparing the 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
UK-adopted international accounting standards and with the requirements of the
Companies Act 2006, subject to any material departures disclosed and explained
in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Parent Company's transactions
and disclose with reasonable accuracy at any time the financial position of
the Group and Parent Company and enable them to ensure that the financial
statements comply with the requirements of the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are
published on the Company's website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company's website is the responsibility of
the directors. The directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.
On behalf of the Board,
Keith Fulton
Executive Director
21 November 2025
Independent Auditor's Report
Independent auditor's report to the members of GCM Resources Plc
Opinion
We have audited the financial statements of GCM Resources Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2025
which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Balance Sheet, the Consolidated and Parent
Company Statements of Changes in Equity, the Consolidated Cash Flow Statement
and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and UK-adopted
international accounting standards. The financial reporting framework that
has been applied in the preparation of the parent company financial statements
is applicable law and United Kingdom Accounting Standards, including FRS 101
Reduced Disclosure Framework (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 parent company's affairs as at 30 June 2025 and of
the group's loss for the year then ended;
· the group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards;
· the parent 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.
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 are independent of
the group and parent 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 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 in both the group and parent company financial
statements, which indicates that the group's and the parent company's ability
to continue as a going concern is dependent on the ability to secure
additional funding through financing arrangements or the issue of equity. We
also note that the loan from Polo Resources Ltd, amounting to £6,198k as at
30 June 2025, is scheduled for repayment in March 2026. If the loan were to be
called upon at that time, the company is not forecasted to have sufficient
funds available to meet the repayment obligation. As stated in note 1, these
events or conditions, along with the other matters as set forth in note 1,
indicate that a material uncertainty exists that may cast significant doubt on
the group's and parent company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
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 and parent company's ability to continue to adopt
the going concern basis of accounting included:
· Challenging the directors' forecasts prepared to assess the
group's and parent company's ability to meet its financial obligations as they
fall due for a period of at least 12 months from the date of approval of the
financial statements..
· Reviewing the consistency of committed cash flows against
contractual arrangements and compared general overheads to current run rates.
· Comparing actual results for the year to past budgets to assess
the forecasting ability/accuracy of management.
· Verifying the latest post year end cash position in comparison to
budget.
· Reviewing post year end information such as board meeting minutes
and Regulatory News Service announcements (RNS's).
· Discussions with the directors on the strategies that they are
pursuing to secure further funding if and when required.
· Reviewing the adequacy of the disclosures in respect of going
concern including the uncertainty over the ability to raise additional funds.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we consider 1.5% of total assets (2024:
1.5% of total assets) to be the most significant determinant of the group's
financial performance used by shareholders as the group continues to bring its
mining assets through to development. Materiality of the parent company was
based upon 5% of the loss before tax (2024: 5% of the loss before tax) in
order to achieve sufficient coverage of expenditure in our testing.
Whilst materiality for the financial statements as a whole was £685,000
(2024: £682,000), each significant component of the group was audited to a
lower level of materiality. The parent company materiality was £74,000 (2024:
£66,000) with the other components being audited to a materiality of
£239,500 (2024: £238,000). These materiality levels were used to determine
the financial statement areas that are included within the scope of our audit
work and the extent of sample sizes during the audit.
Performance materiality is the application of materiality at the individual
account or balance level set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality. Performance materiality was set at 70%
(2024: 70%) of the above materiality levels for both group and parent company,
equating to £479,000 (2024: £477,400) and £74,000 (2024: £46,000)
respectively, based upon our assessment of the risk of misstatement.
We agreed with management that we would report to the audit committee all
individual audit differences identified during the course of our audit in
excess of £34,000 (2024: £34,100) for the financial statements as a whole
and £5,000 (2024: £3,300) for the parent company. We also agreed to report
differences below these thresholds that, in our view warranted reporting on
qualitative grounds.
Our approach to the audit
Our group audit scope focused on the group's principal operating location
being Bangladesh which was subject to a specific scope audit together with the
parent company, which was also subject to a full scope audit.
Entities subject to specific and full scope audits account for 99% (2024: 99%)
of the total assets.
The remaining components of the group were not in scope.
The audits of each of the specific and full scope components were performed in
the United Kingdom. All of the audits were conducted by PKF Littlejohn LLP.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) 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 our scope addressed this matter
Carrying value of intangible exploration and evaluation asset (Group)
As disclosed in note 9 to the group financial Statements, the group's Our work included:
intangible asset represents capitalised exploration and evaluation expenditure
on the Phulbari Coal Project. The balance is £44.3m as at 30 June 2025 · Evaluating the Directors' assessment of the group's right to
(2024: £43.8m). tenure over the Phulbari Coal licence area by reviewing historical agreements
and the external legal opinion obtained by the group on the status of the
overriding contract. We obtained legal opinions from the group's external
solicitor and assessed the solicitor's competence and independence to give
such opinions. A discussion was held with the lawyer providing those opinions.
The group has a contract with the Government of Bangladesh to explore, develop
and mine on the Phulbari Coal licence area. In 2005 the Group submitted a
feasibility study and mine development plan, in line with the terms of the · Gaining an understanding of the strategy the directors are
contract, to obtain approval to move forward with development. To date the pursuing to progress the project given the continued delays in securing
government has not provided the necessary approval. As a result, there is development approval and reviewing the partnership agreements the parent
continued uncertainty regarding if such approval will be obtained. The company has entered into historically and during the period.
parent company has received a legal opinion confirming that the group retains
legal title to the asset despite the delays in approval, and that the contract
with the Government of Bangladesh is enforceable under Bangladesh and
International law. · Evaluating management's assessment of impairment indicators and
underlying economic model against the original feasibility study submitted in
2005, including the approved coal reserves study. We critically challenged the
key estimates and assumptions used including their continued appropriateness
The directors consider that the delay in obtaining the approval does not including assessment of the price inputs to market data and forecasts;
represent an indicator of impairment under IFRS 6 Exploration for and re-calculation of discount rates; and review of the forecast costs. We
Evaluation of Mineral Resources. As part of the impairment assessment the performed our own sensitivity analysis over individual key inputs, together
directors concluded that the value of the intangible asset and investment in with a combination of sensitivities over such inputs.
subsidiary continues to be appropriately supported by the original definitive
feasibility study submitted in 2005. As such, the carrying value is dependent
upon the ultimate approval of the feasibility study and mine development plan.
The directors remain satisfied that approval will ultimately be obtained and · Reviewed the political environment in Bangladesh and to
concluded that no impairment is required at 30 June 2025. corresponded with entity's legal counsel in regard to their view of political
position as part of as part of assessment on carrying value of the asset
The directors have disclosed their key judgements, together with the
uncertainties in this regard, in note 1 to the financial statements. Given the · Reviewing the minutes of meeting of GCM's board and RNS
level of judgement applied, and the ongoing delays in obtaining government announcements for indicators of a potential trigger for impairment.
approvals, we consider this to be a significant audit risk and a key audit
matter.
· Evaluating the disclosures given in the notes to the financial
statements, including the judgments and the uncertainties regarding the
ultimate approval by the Government of Bangladesh.
Key observation:
We draw attention to Note 1 in the financial statements, which describes the
significant uncertainty related to the issuance of the relevant approval and
license by the government of Bangladesh. The entity holds an exploration and
evaluation asset valued at £44.3m, the value of which is linked to the
receipt of this approval. As of the date of this report, the government has
not yet provided the relevant approval, and there is no assurance that it will
be granted. Should this approval not be granted, this would indicate that the
exploration and evaluation asset may be impaired.
Carrying value of investment in subsidiaries (Parent Company)
The parent company holds an investment in Asia Energy Corporation (Bangladesh) Our work included:
Pty Limited which is the entity that holds the underlying Phulbari asset. The
value of the investment on the parent company balance sheet is £48.9m (2024: · Obtaining evidence of ownership for all investments held within
£48.5m), as disclosed in note 6 to the parent company financial statements. the group;
The recoverability of the investment in Asia Energy Corporation (Bangladesh)
Pty Limited is reliant on the successful development of the Phulbari asset and
is therefore subject to the same uncertainties regarding recoverability. · Obtaining the impairment review for all investments held from
management and corroborating the assumptions made to third party evidence; and
Given the level of judgement applied, and the ongoing delays in obtaining
government approvals, we consider this to be a significant audit risk and a
key audit matter.
· Reviewing the value of the net investment in subsidiaries against
the underlying assets and verifying and corroborating the judgements/estimates
used by management to assess the recoverability of investments.
Key observation:
We note that carrying value of the investment is inherently linked to the
Phulbari asset amounting to £44.3m, and any impairment on the asset would
also give rise to an impairment in the value of the investment.
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 group and parent company 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.
Opinions on other matters prescribed by 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 financial statements are prepared
is consistent with the 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 group and the parent
company and their 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 parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements 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 and parent company
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 group and parent company financial statements, the directors
are responsible for assessing the group and the parent 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 group or the parent company 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.
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:
· We obtained an understanding of the group and parent company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management
and our experience of the resource exploration sector.
· We determined the principal laws and regulations relevant to the
group and parent company in this regard to be those arising from
o Companies Act 2006;
o AIM listing rules
o Quoted Companies Alliance Code; and
o Local laws and regulations in Bangladesh where the group operates.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Enquiries of management
o Review of Board minutes
o Review of legal expenses including inquiry of the group's legal
representative
o Review of RNS announcements
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the estimates, judgements and assumptions applied by
management in the assessment of impairment of intangible assets, valuation of
investments have the greatest potential for management bias. Refer to the Key
audit matter section above.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://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 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.
Nicholas Joel
(Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
21 November 2025
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
For year ended 30 June
Notes 2025 2024
Continuing operations £000 £000
Operating expenses
Pre-development expenditure 16 (850) (90)
Exploration and evaluation costs 69 (2)
Administrative expenses (847) (807)
Operating loss 3 (1,628) (899)
Finance revenue 20 5
Finance costs (541) (494)
Loss before tax (2,149) (1,388)
Taxation 6 - -
Loss for the year (2,149) (1,388)
Other comprehensive income - -
Total comprehensive expense for the year (2,149) (1,388)
Loss per share
Basic (pence per share) 7 (0.7p) (0.6p)
Diluted (pence per share) 7 (0.7p) (0.6p)
The notes on pages 37 to 55 form an integral part of these financial
statements.
Consolidated Statement of Changes in Equity
For year ended 30 June
Share capital Share premium account Other Accumulated losses Total
Reserves
£000 £000 £000 £000 £000
Balance at 1 July 2023 12,748 58,054 569 (33,952) 37,419
Total comprehensive loss - - - (1,388) (1,388)
Share issuances 689 2,052 (180) - 2,561
Share issuance costs - (228) - - (228)
Shares to be issued - - 90 - 90
Share based payments - - 2 - 2
Balance at 30 June 2024 13,437 59,878 481 (35,340) 38,456
Total comprehensive loss - - - (2,149) (2,149)
Share issuances 599 1,150 - - 1,749
Share issuance costs - (76) - - (76)
Shares to be issued - - 111 - 111
Share based payments - - 2 - 2
Balance at 30 June 2025 14,036 60,952 594 (37,489) 38,093
The notes on pages 37 to 55 form an integral part of these financial
statements.
Consolidated Balance
Sheet
Company number 04913119
As at 30 June
Notes 2025 2024
£000 £000
Current assets
Cash and cash equivalents 1,310 1,658
Other receivables 8 24 22
Total current assets 1,334 1,680
Non-current assets
Right of use assets 13 15 21
Intangible assets 9 44,326 43,810
Total non-current assets 44,341 43,831
Total assets 45,675 45,511
Current liabilities
Payables 11 (1,373) (1,380)
Lease liabilities 13 (7) (15)
Borrowings 12 (6,198) -
Total current liabilities (7,578) (1,395)
Non-current liabilities
Lease liabilities 13 (4) (3)
Borrowings 12 - (5,657)
Total non-current liabilities (4) (5,660)
Total liabilities (7,582) (7,055)
Net assets 38,093 38,456
Equity
Share capital 14 14,036 13,437
Share premium account 14 60,952 59,878
Other reserves 14 594 481
Accumulated losses (37,489) (35,340)
Total equity 38,093 38,456
These financial statements were approved by the Board of Directors and were
signed on their behalf by:
Keith Fulton
Executive Director
21 November 2025
The notes on pages 37 to 55 form an integral part of these financial
statements.
Consolidated Cash Flow Statement
For year ended 30 June
2025 2024
£000 £000
Cash flows used in operating activities
(Loss) before tax (2,149) (1,388)
Adjusted for:
Pre-development expenditure 16 850 90
Finance costs 15 541 494
Other non-cash expenses 10 8
(748) (796)
Movements in working capital:
(Increase)/decrease in operating receivables (2) 2
(Decrease)/increase in operating payables (1) 31
Cash used in operations (751) (763)
Net cash used in operating activities (751) (763)
Cash flows used in investing activities
Payments for intangible assets (521) (444)
Net cash used in investing activities (521) (444)
Cash flows from financing activities
Issue of ordinary share capital 1,000 2,550
Share issue costs (76) (228)
Net cash from financing activities 924 2,322
Total (decrease)/increase in cash and cash equivalents (348) 1,115
Cash and cash equivalents at the start of the year 1,658 543
Cash and cash equivalents at the end of the year 15 1,310 1,658
The notes on pages 37 to 55 form an integral part of these financial
statements.
Notes to the Consolidated Financial Statements
1. Accounting policies
GCM Resources plc is domiciled in England and Wales, was incorporated in
England and Wales as a Public Limited Company on 26 September 2003 and
admitted to the London Stock Exchange Alternative Investment Market ("AIM") on
19 April 2004.
The financial report was authorised for issue by the Directors on 21 November
2025, and the Consolidated Balance Sheet was signed on the Board's behalf by
Keith Fulton.
Basis of preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards and applied in accordance with
the Companies Act 2006. The accounting policies which follow set out those
policies which apply in preparing the financial statements for the year ended
30 June 2025.
The consolidated financial statements have been prepared under the historical
cost convention unless otherwise stated.
The functional and presentational currency of each of the entities in the
Group is pounds sterling, and all values are rounded to the nearest thousand
pounds (£000) except where otherwise indicated.
Political and economic risks - carrying value of intangible asset
The principal asset is in Bangladesh and accordingly subject to the political,
judicial, fiscal, social and economic risks associated with operating in that
country.
The Group's principal project relates to thermal coal and semi-soft coking
coal, the markets for which are subject to international and regional supply
and demand factors, and consequently future performance will be subject to
variations in the prices for these products.
GCM, through its subsidiaries, is party to a Contract with the Government of
Bangladesh which gives it the right to explore, develop and mine in respect of
the licence areas. The Group holds a mining lease and exploration licences in
the Phulbari area covering the prospective mine site. The mining lease has a
30-year term from 2004 and may be renewed for further periods of 10 years
each, at GCM's option.
In accordance with the terms of the Contract, GCM submitted a combined
Feasibility Study and Scheme of Development report on 2 October 2005 to the
Government of Bangladesh. Approval of the Scheme of Development from the
Government of Bangladesh is necessary to proceed with development of the mine.
GCM continues to await approval.
The Group has received no notification from the Government of Bangladesh (the
"Government") of any changes to the terms of the Contract. GCM has received
legal opinion that the Contract is enforceable under Bangladesh and
International law, and will consequently continue to endeavour to receive
approval for development.
Accordingly, the Directors believe that the Phulbari Coal and Power Project
(the "Project") will ultimately receive approval, although the timing of
approval remains in the hands of the Government. To enhance the prospects of
the Project, GCM has engaged in a strategy to align the Project with the needs
and objectives of the Government. This includes the option to supply coal to
both privately owned and the Government's own commissioned and in the pipeline
power plants, which currently totals 8,175MW. The Government is seeking to
grow its economy and deliver electricity at prices that will ensure
competitiveness of its industries. The Group's strategy of developing the
Phulbari coal deposit as a captive, large-scale, open pit mining operation
supporting some 6,600MW of highly energy-efficient Ultra-Supercritical power
generation will enable cheaper coal-fired electricity than imported coal
options. This evolving strategy has been enhanced to include installation of a
large-scale Solar Power Park (up to 2,000MW) within the Project area, to be
installed within the first two years of gaining land access; operating the
Phulbari coal mine as a "Net Zero Carbon" or "Green Mine"; and participation
modalities for Government.
Until approval of the Scheme of Development from the Government of Bangladesh
is received there is continued uncertainty over the recoverability of the
intangible mining assets. The Directors consider that it is appropriate to
continue to record the intangible mining assets at cost, however if for
whatever reason the Scheme of Development is not ultimately approved the Group
would impair all of its intangible mining assets, totalling £44,326,000 as at
30 June 2025.
Going concern
As at 30 June 2025, the Group had £1,310,000 in cash and £6,244,000 of net
current liabilities. The directors and management have prepared a cash flow
forecast to December 2026, which shows that the Group will require further
funds to cover operating costs to advance the Phulbari Coal and Power Project
and meet its liabilities as and when they fall due. Based on current
forecasts, additional funding will need to be either raised from third parties
or the short-term loan facility with Polo Resources Limited ("Polo Loan
Facility") increased and extended (if available) by the end of July 2026, in
order to meet current operating cost projections. The Directors also note
that, under the amended terms of the existing Polo Loan Facility, the lender
agreed not to serve a repayment request in cash for 5 years from the date of
amended terms, 26 March 2021, or alternatively convert to shares at 5.14 pence
per share at the lender's option (as amended on 1 March 2022). The Company
does not currently have secured funding arrangements in place to cover this
loan or further potential expenditure which may be needed to advance the
Project and, accordingly, should Polo request repayment of the Polo Loan
Facility (under certain terms of the Loan Facility), GCM will need to raise
funds in a short amount of time, which may not be available on terms
acceptable to the Board or on a workable timeframe. It also needs to be noted
that whilst Polo remains dissolved, the Loan Facility cannot be called in, nor
any payments requested.
The Group currently has £922,000 cash at the date of this report, and based
on projected future cash expenditure, this is not expected to be sufficient to
support the Company's operations for the twelve months from the date of this
report. At the current run rates, along with the Company's existing cash
resources, this is only expected to provide sufficient capital for the next
seven/eight months. The Company intends to explore alternative funding options
over the next six months, with the aim to complete and secure the necessary
third-party funding by the end of May 2026
In forming the conclusion that it is appropriate to prepare the financial
statements on a going concern basis the Directors have made the following
assumptions that are relevant to the next twelve months:
- Sufficient additional funding can be obtained for working
capital purposes; and
- In the event that operating expenditure increases significantly
as a result of successful progress with regards to the Phulbari Coal and Power
Project, sufficient funding can be obtained.
While the Directors remain confident that necessary funds will be available as
and when required, as at the date of this report these funding arrangements
are not secured, the above conditions and events represent material
uncertainties that may cast significant doubt over the Group's and Company's
ability to continue as a going concern. The financial statements have been
prepared on a going concern basis. The financial statements do not include the
adjustments that would result if the Group and Company were unable to continue
as a going concern.
Upon achieving approval of the Phulbari Coal and Power Project, significant
additional financial resources will be required to proceed to development.
Use of judgements, estimates and assumptions
The preparation of the consolidated financial statements requires management
to make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities, income and expenses.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of revision and future periods if the revision affects both current and future
periods.
Borrowings - Note 12
In assessing the indebtedness of the Group to Polo Resources Ltd ("Polo"), as
a result of the dissolution of Polo (See Note 12), Management considered the
likelihood of Polo successfully being restored as a registered Company in the
BVI. The Management considered that as the restoration process was continuing
it was prudent to continue to recognise the loan as a liability and continue
to account in accordance with the terms of the Loan Facility. Management do
however note the Loan cannot be called in whilst Polo remains dissolved.
Management will consider the likelihood of the successful restoration of Polo
at each reporting date whilst polo remains dissolved.
Intangibles - Note 9
In assessing the recoverability of intangible assets, if an impairment trigger
under IFRS 6 is identified then intangibles are tested for impairment.
Management have assessed various factors as impairment triggers including but
not limited to, the delay in obtaining approval of the Scheme of Development,
however have concluded that these do not meet the definition of an impairment
indicator under IFRS 6. However, management have undertaken a further
assessment to remain prudent to assess for recoverability, of which estimates
are used to determine the expected net return on investment. The estimated
return on investment takes into account estimated recoverable reserves, coal
prices, development and production costs, capital investment requirements,
discount rates and environmental and social costs among other things.
Management has considered the estimated return on investment to be
significantly higher than the current carrying value and therefore no
impairment has been accounted for. The headroom in the value in use
calculation compared to the carrying value is not sensitive to probable
changes in the key underlying assumptions. Refer to "Political and economic
risks - carrying value of intangible asset" section within Note 1 for further
details in respect of the recoverability of intangible mining assets and the
Board's judgement regarding the ultimate approval of the project being
secured.
Power plant development costs
Power project expenditure is expensed as pre-development expenditure until it
is probable that future economic benefits associated with the Project will
flow to the Group and the costs can be measured reliably. To assess whether
it is probable that future economic benefits will arise from the power plant
development costs, management judgement was required and considered: objective
evidence that the power plant is technically and economically feasible, and
objective evidence that the appropriate authorities of the Government of
Bangladesh have, or are likely to approve power plant development. All power
project expenditure were accordingly expensed in the year.
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. 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 consolidated financial statements present the results of the Company and
its subsidiaries (the "Group") as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in
full. The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included in the
consolidated statement of comprehensive income from the date on which control
is obtained. They are deconsolidated from the date on which control ceases.
Power project development costs
Power project expenditure is expensed as pre-development expenditure until it
is probable that future economic benefits associated with the project will
flow to the Group and the costs can be measured reliably. When it is probable
that future economic benefits will flow to the Group, all costs associated
with developing a power plant project are capitalised as power project
expenditure within property, plant and equipment category of tangible
non-current assets. The capitalised expenditure will include appropriate
technical and administrative expenses but not general overheads. Power project
assets are not depreciated until the asset is ready and available for use.
Intangible assets
Exploration and evaluation costs are capitalised as exploration and evaluation
assets on an area of interest basis in accordance with IFRS 6. Costs such as
geological and geophysical surveys, drilling and commercial appraisal costs,
and other directly attributable costs of exploration and appraisal including
technical and administrative costs, are capitalised as intangible exploration
and evaluation assets.
Exploration and evaluation assets are only recognised if the rights of the
area of interest are current and either:
(i) the expenditures are expected to be recouped through
successful development and mining of the area of interest, or by its sale; or
(ii) activities in the area of interest have not reached a
stage which permits a reasonable assessment of the existence or otherwise of
economically recoverable reserves and active and significant operations in, or
in relation to, the area of interest are continuing or planned for the future.
Exploration and evaluation assets are assessed for impairment if sufficient
data exists to determine technical feasibility and commercial viability, and
facts and circumstances suggest that the Group should test for impairment. In
the event that there is an indicator of impairment, the Group performs an
impairment test in accordance with its policy on impairment as stated below.
For the purposes of impairment testing, exploration and evaluation assets are
allocated to cash-generating units to which the exploration activity relates.
Once the technical feasibility and commercial viability of the extraction of
mineral resources in an area of interest are demonstrable, exploration and
evaluation assets attributable to that area of interest are first tested for
impairment and then reclassified from intangible assets to mining property and
development assets within property, plant and equipment.
Impairment
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of
the asset's recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other
assets or groups of assets. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. 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. Impairment losses of continuing operations are
recognised in the income statement in those expense categories consistent with
the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there
has been a change in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years. Such reversal is recognised in profit or loss. After
such a reversal the depreciation charge is adjusted in future periods to
allocate the asset's revised carrying amount, less any residual value, on a
systematic basis over its remaining useful life.
Financial Instruments
Financial instruments are recognised when the Group becomes a party to the
contractual provisions of the instrument and are subsequently measured at
amortised cost.
Classification and measurement of financial assets
The initial classification of a financial asset depends upon the Group's
business model for managing its financial assets and the contractual terms of
the cash flows. The Group's financial assets are measured at amortised costs
and are held within a business model whose objective is to hold assets to
collect contractual cash flows and its contractual terms give rise on
specified dates to cash flows that represent solely payments of principal and
interest.
The Group's cash and cash equivalents and other receivables are measured at
amortised cost. Other receivables are initially measured at fair value. The
Group holds other receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently at amortised cost.
Cash and cash equivalents
Cash includes cash on hand and demand deposits with any bank or other
financial institution. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash which are
subject to an insignificant risk of changes in value.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses ("ECL's") on
its financial assets measured at amortised cost. Due to the nature of its
financial assets, the Group measures loss allowances at an amount equal to the
lifetime ECLs. Lifetime ECLs are the anticipated ECLs that result from all
possible default events over the expected life of a financial asset. ECLs are
a probability-weighted estimate of credit losses.
Classification and measurement of financial liabilities
A financial liability is initially classified as measured at amortised cost or
FVTPL. A financial liability is classified as measured at FVTPL if it is
held-for-trading, a derivative or designated as FVTPL on initial recognition.
The Group's accounts payable, accrued liabilities and short-term debt are
measured at amortised cost.
Accounts payable and accrued liabilities are initially measured at fair value
and subsequently measured at amortised cost. Accounts payable and accrued
liabilities are presented as current liabilities unless payment is not due
within 12 months after the reporting period.
Short-term debt is initially measured at fair value, net of transaction costs
incurred. Subsequently they are measured at amortised cost using the effective
interest rate method. Short-term debt is classified as current when payment is
due within 12 months after the reporting period.
The Group has no financial liabilities measured at FVTPL.
Where there is a modification to a financial liability, the financial original
liability is de-recognised and a new financial liability is recognised at fair
value in accordance with the Group's policy.
Other loans and borrowings
All loans and borrowings which are financial instruments are initially
recognised at the present value of cash payable to the lender (including
interest). After initial recognition they are measured at amortised cost using
the effective interest rate method. The effective interest rate amortisation
is included in finance costs in the income statement.
Income tax
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the income statement except to the extent
that it relates to items recognised outside profit and loss, in which case it
is recognised in other comprehensive income or directly in equity as
appropriate.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the balance sheet date,
and any adjustment to tax payable in respect of previous years.
Deferred income tax is recognised on all temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the
financial statements, with the following exceptions:
· where the temporary difference arises from the initial
recognition of goodwill or of an asset or liability in a transaction that is
not a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss;
· in respect of taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, where the timing
of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable
future; and
· deferred income tax assets are recognised only to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, carried forward tax credits or tax losses
can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted
basis at the tax rates that are expected to apply when the related asset is
realised or liability is settled, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Foreign currency transactions
Transactions in currencies other than pounds sterling are recorded at the
foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date
are translated at the foreign exchange rate ruling at that date. Foreign
exchange differences arising on translation are recognised in the income
statement. Non-monetary assets and liabilities that are measured in terms of
historical cost in a foreign currency are translated using the exchange rate
at the date of the transaction.
Share based payments
The cost of equity-settled transactions is measured by reference to the fair
value at the date at which they are granted and is recognised as an expense
over the vesting period, which ends on the date on which the recipients become
fully entitled to the award. Fair value is determined using an appropriate
pricing model. In valuing equity-settled transactions, no account is taken of
any vesting conditions, other than conditions linked to the price of the
shares of the Company (market conditions) or to conditions not related to
performance or service (non-vesting conditions).
Where equity settled share based payments are made to non-employees the cost
of equity-settled transactions is measured by reference to fair value of the
goods or services received and measured at the date the entity obtains the
goods or the counterparty renders the service.
Where the fair value of the goods or services received cannot be estimated
reliably, the entity measures the goods or services received, and the
corresponding increase in equity, indirectly, by reference to the fair value
of the equity instruments granted, measured at the date the entity obtains the
goods or the counterparty renders service.
At each balance sheet date before vesting, the cumulative expense is
calculated, representing the extent to which the vesting period has expired
and management's best estimate of the achievement or otherwise of non-market
conditions, number of equity instruments that will ultimately vest or in the
case of an instrument subject to a market condition or non-vesting condition,
be treated as vesting as described above. This includes any award where
non-vesting conditions within the control of the Group or the employee are not
met. Where the equity-settled share based payment is directly attributable to
exploration and evaluation activities, the movement in cumulative expense
since the previous balance sheet date is capitalised, with a corresponding
entry in equity. Otherwise, the movement in cumulative expense is recognised
in the income statement, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is
designated as replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original vesting
period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on
the difference between the fair value of the original award and the fair value
of the modified award, both as measured on the date of the modification. No
reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested
on the date of cancellation, and any cost not yet recognised in the income
statement for the award is expensed immediately. Any compensation paid up to
the fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value being treated as an expense in
the income statement.
New standards and interpretations applied
The Group has adopted all of the amended standards and interpretations during
the year that are relevant to its operations, none of which had a material
impact on the financial statements.
New standards and interpretations not applied
IASB and IFRIC have issued a number of new standards and interpretations with
an effective date after the date of these financial statements. These will be
adopted in the period that they become mandatory, unless otherwise indicated.
Information on the new standards which could impact the Group is presented
below
Effective date Adoption date
International Accounting Standards (IAS / IFRSs)
Amendments to IAS 21 - Lack of Exchangeability 1 January 2025 1 January 2025
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial 1 January 2026 1 January 2026
Instruments
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027 1 January 2027
Based on the current and foreseeable operations, the adoption of the above
standards and interpretations will not have a material impact on the Group's
financial statements in the period of initial application.
2. Segment analysis
The Group operates in one segment being the exploration and evaluation of
energy related projects. The only significant project within this segment is
the Phulbari Coal and Power Project (the Project) in Bangladesh.
3. Operating loss
2025 2024
£000 £000
The operating loss is stated after charging:
Directors' remuneration 517 564
Other staff costs ((1)) 12 8
Operating lease rentals ((2)) 2 19
Depreciation of property, plant and equipment ((3)) - -
((1) Other staff costs for 2025 financial year were £258,000 of which
£12,000 was expensed in administrative expenses, £nil expensed in
exploration and evaluation costs and £246,000 capitalised (2024 £8,000
expensed in administrative expenses, £nil expensed in exploration and
evaluation costs and £184,000 capitalised).)
((2) Operating lease rental costs for 2025 financial year were £6,000 of
which £2,000 was expensed and £4,000 capitalised (2024: £23,000 of which
£19,000 was expensed and £4,000 capitalised).)
((3) Total depreciation for 2025 was £nil which was capitalised to
intangibles (2024: £nil capitalised).)
During the year Phulbari-related exploration and evaluation costs amounting to
£69,000, primarily related to Foreign Exchange losses were expensed in
accordance with the Group's accounting policy on exploration and evaluation
costs (2024: expensed £2,000).
4. Auditor's remuneration
The Group paid the following amounts to its auditors in respect of the audit
of the financial statements and for other services provided to the Group.
2025 2024
£000 £000
Audit of the group and company financial statements 44 43
Audit of subsidiaries - -
Total audit 44 43
Total fees 44 43
5. Amounts paid for Directors' services, and staff costs
2025 2024
£000 £000
Amounts paid for Directors' services
Amounts paid for Directors' services 517 564
The amounts paid for Directors' services during the year are disclosed in
further detail in the Directors' Report. The aggregated remuneration of the
highest paid director is £303,600 (2024: £303,600).
Staff costs
Wages and salaries((1)) 246 184
Social security costs 12 8
258 192
((1) Excludes amounts paid for Directors' services.)
The average monthly number of employees during the year was: 2025 2024
Number Number
Exploration and evaluation 11 12
Administration 3 3
14 15
6. Taxation
Reconciliation of the tax charge in the income statement
2025 2024
£000 £000
Loss on ordinary activities before tax (2,149) (1,388)
UK corporation tax @ 25% (2024:25%) (537) (347)
Unrecognised deferred tax assets during the year 539 331
Non-deductible expenditure (2) 16
Total tax (credit)/expense reported in the income statement - -
Unrecognised deferred tax assets
2025 2024
£000 £000
Deferred tax asset
Tax losses carried forward 7,006 6,467
Impairment 1,173 1,173
Other 1 1
8,180 7,641
Less: deferred tax assets de-recognised (8,180) (7,641)
- -
At 30 June 2025 tax losses for which a deferred tax asset was not recognised
was estimated to be £28,026,000 (2024: £25,861,000). Deferred tax assets
are only recognised at UK Corporation Tax Rate of 25% (2024: 25%) should it
become more likely than not that taxable profit or timing differences, against
which they may be deducted, will arise.
7. Loss per share
2025 2024
£000 £000
(Loss) for the year (2,149) (1,388)
Thousands Thousands
Weighted average number of shares
Basic and diluted weighted average number of shares 295,774 228,271
(Loss) per share
Basic (pence per share) (0.7p) (0.6p)
Diluted (pence per share) (0.7p) (0.6p)
There are no potentially dilutive options or warrants, and the 210,000
potentially dilutive conditional shares to be issued at 30 June 2025 are not
included in the calculation of diluted earnings per share because they were
anti‑dilutive for the period as their conversion to Ordinary Shares would
decrease the loss per share.
8. Other Receivables
2025 2024
£000 £000
Current
Prepayments 22 18
Other receivables 2 4
24 22
9. Intangible assets
Exploration & evaluation expenditure Mineral rights Total
£000 £000 £000
At 1 July 2023 42,220 1,147 43,367
Additions - exploration & evaluation 443 - 443
At 30 June 2024 42,663 1,147 43,810
Additions - exploration & evaluation 516 - 516
Cost and net book value at 30 June 2025 43,179 1,147 44,326
Cost and net book value at 30 June 2024 42,663 1,147 43,810
The mineral rights will be amortised over the licence period (including
extensions) once commercial production commences at the Phulbari Coal and
Power Project.
The exploration and evaluation expenditure will have an indefinite useful life
until approval is obtained for the Phulbari Coal and Power Project. At that
time, the asset will be transferred to mining property and development assets
within property, plant and equipment in accordance with accounting policy.
10. Investments
Principal undertakings
Investments in which the Group holds 20% or more of the nominal value of any
class of share capital are as follows:
Country of Ownership interest
Incorporation 2025 2024
Subsidiaries
South African Coal Limited England and Wales 100% 100%
Asia Energy Corporation Pty Limited Australia 100% 100%
Asia Energy Corporation (Bangladesh) Pty Limited Australia 100% 100%
Asia Energy (Bangladesh) Pvt Ltd Bangladesh 100% 100%
Fair Value Through Other Comprehensive Income
Peoples Telecommunication and Information Services Ltd (PeoplesTel) Bangladesh 37% 37%
The investment in PeoplesTel has been accounted for as financial asset at Fair
Value Through Other Comprehensive Income as GCM does not have significant
influence. The investment was fully impaired during the year ended 30 June
2010.
11. Payables
2025 2024
£000 £000
Trade payables 579 586
Related party accrued payable 794 794
1,373 1,380
Refer to note 20 for details of the related party accrued payable.
12. Borrowings
Current Non-Current
2025 2024
£000 £000
Loan from related party
Balance as at 1 July 5,657 5,163
Loan instalments drawn down - -
Interest charges 541 494
Balance as at 30 June 6,198 5,657
Refer to note 20 for details of the loan from related party.
The Company become aware on 26 June 2025, that Polo Resources Ltd ("Polo"),
a British Virgin Islands ("BVI") incorporated company, was dissolved on 5
September 2023 as the result of the resignation of its BVI agent. The Company
has been informed that the officers of Polo are currently undertaking steps to
restore its status as a registered company in the BVI including the
appointment of a new BVI agent. This is expected to occur following, inter
alia, the satisfactory completion of customary due diligence on Polo and its
stakeholders by the new BVI agent, followed by a court order as required under
the laws of the BVI. Notwithstanding this, there can be no certainty that Polo
will be restored as a registered company in the BVI, nor as to the timing of
any such restoration. The board of directors of GCM believe that the Company's
indebtedness to Polo which, at 30 June 2025 amounted to £6,198,000 including
loan interest remains unaffected given the expectation that the officers of
Polo will restore Polo's status as a registered company in the BVI, which at
the date of this report, Polo continues to remain dissolved, and cannot call
in any Loan Repayments whilst their status remains as such.
As a result of the amendment in terms noted below, the interest rate on the
loan facility increased from 15% to 16.5% effective 25 March 2024, and from
16.5% to 18% effective 25 March 2025.
The Company on 1 March 2022, as part of the completed placing and
subscriptions, amended the terms of the loan facility, such that the lender
may request conversion by the issuance of new ordinary shares in the Company
at 5.14 pence per share (being the Issue Price) subject to any necessary
regulatory approvals. All other terms of the agreement remained unchanged.
The Company on 26 March 2021, as part of the completed placing, extended and
amended the terms of the loan facility provided by Polo Resources Limited (the
"Facility") of which, as was announced on 7 January 2021, there was at 30 June
2024, £300,000 of the initial £3.5 million facility remaining undrawn. The
lender has agreed that it will not serve a repayment request on the company
for 5 years from the date of the agreement replacing the previous provision
that it was payable on demand with 90 days' notice. The lender from 26 March
2026, may request the borrower repays all or part of the utilised portion of
the loan, however as noted above whilst the Lender remains dissolved, they are
unable to issue any repayment request. The Company and Polo Resources Limited
have agreed an increase in the interest rate from 12% to 15% per annum rising
by 1.5% on the third anniversary and by a subsequent 1.5% on each anniversary
thereafter. Furthermore, the lender may request conversion by the issuance of
new ordinary shares in the Company at 7.5 pence per share (being the Issue
Price) subject to any necessary regulatory approvals. The Company may elect to
repay all or part of the outstanding loan at any time giving 60 days' notice
and with the agreement of Polo Resources Limited. Any share issue to the
Lender is conditional upon the Lender's interest, together with the interest
of any parties with which it is in concert, remaining below 30% of the
Company's issued capital. All other principal terms of the loan facility
remain unchanged. Refer to the Group accounting policies for details of
Management judgement used in accounting for the loan amendment.
13. Leases and Commitments
Right of use assets
The statement of financial position shows the following amounts relating to
leases:
2025 2024
£000 £000
Buildings 15 21
15 21
Lease liabilities
2025 2024
£000 £000
Classified as;
Current 7 15
Non-current 4 3
11 18
The interest expense incurred on lease liabilities was £2,000 (2024:
£2,000), and capitalised in accordance with the Group's policy on exploration
and evaluation assets. Cash outflows in respect of right of use assets were
£18,000 (2024: £24,000).
Other commitments
In addition, under the terms of the Prospecting License agreement with the
Bangladesh authorities for contract licence areas B, G and H respectively, an
annual fee of 500 Taka (£3.40 at year-end exchange rate) is payable for each
hectare within the licence area. The Group currently leases 5,480 hectares
within these licence areas. The licence has a 30 year term from 2004 and may
be renewed for further periods of 10 years each, at GCM's option.
14. Issued share capital
Ordinary Shares Deferred A Shares Total share capital
Thousands Thousands £000
Allotted, called up and fully paid:
At 1 July 2023 207,522 118,582 12,748
Shares issued 68,844 - 689
At 30 June 2024 276,366 118,582 13,437
Shares issued 59,926 - 599
At 30 June 2025 336,292 118,582 14,036
Share issues
On 2 February 2024, 30,303,040 subscription shares were issued on the
completion of a successful fundraise at 1.65p per share, raising gross cash
proceeds of £500,000.
On 11 March 2024, 606,060 shares were issued on exercising of warrants in
accordance with the terms of the agreement at a price of 1.65p, for total cash
consideration of £10,000.
On 11 March 2024, 4,740,995 shares were issued to consultants and a director
in accordance with the terms of their agreements, at prices from 2.65p to
4.125p, for total non cash consideration of £190,000.
On 8 April 2024, 2,424,243 shares were issued on exercising of warrants in
accordance with the terms of the agreement at a price of 1.65p, for total cash
consideration of £40,000.
On 19 April 2024, 30,769,230 subscription shares were issued on the completion
of a successful fund raise at 6.5p per share, raising gross cash proceeds of
£2,000,000.
On 14 January 2025, 18,922,701 shares were issued to a consultant in
accordance with the terms of their agreement, at prices from 1.8p to 8.63p,
for total non-cash consideration of £484,492.
On 3 February 2025, 4,179,248 shares were issued to a consultant in accordance
with the terms of their agreement, at prices from 1.89p to 8.63p, for total
non-cash consideration of £144,000.
On 2 April 2025, 33,333,333 subscription shares were issued on the completion
of a successful fund raise at 3p per share, raising gross cash proceeds of
£1,000,000.
On 10 April 2025, 3,490,987 shares were issued to consultants and a director
in accordance with the terms of their agreements, at prices from 1.85p to
3.76p, for total non cash consideration of £121,000
Ordinary shares have the right to receive dividends as declared and, in the
event of winding up the Company, to participate in the proceeds from sale of
all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in
person or by proxy, at a meeting of the Company.
The Deferred Shares have no voting rights and do not carry any entitlement to
attend general meetings of the Company; nor will they be admitted to AIM or
any other market. They carry only a priority right to participate in any
return of capital to the extent of £1 in aggregate over the class. In
addition, they carry only a priority right to participate in any dividend or
other distribution to the extent of £1 in aggregate over the class. In each
case a payment to any one holder of Deferred Shares shall satisfy the payment
required. The Company will be authorised at any time to effect a transfer of
the Deferred Shares without reference to the holders thereof and for no
consideration pursuant to and in accordance with the Act. Accordingly, the
Deferred Shares will, for all practical purposes, be valueless and it is the
Board's Intention, at an appropriate time, to have the Deferred Shares
cancelled, whether through an application to the Companies Court or otherwise
in accordance with the Act.
Reserves
Share capital
The balance held in share capital relates to the nominal net proceeds on issue
of the Company's equity share capital, comprising £0.01 ordinary shares, and
£0.09 deferred A shares.
Share premium account
The share premium account represents the premium received over the nominal
value of ordinary shares on issue of the Company's equity. The share premium
account has been reduced by expenditure associated with issuing shares such as
listing costs.
Other reserves
This reserve records the fair value of conditional shares awarded but not
settled, and consultants service payments to be also settled by way of share
issues.
2025 2024
£000 £000
Share based payments not settled 594 481
594 481
15. Notes supporting statement of cashflows
Cash and cash equivalents for the purposes of the statement of cash flows
comprises:
2025 2024
£000 £000
Cash at bank available on demand 1,310 1,658
1,310 1,658
Non-cash transactions from financing activities are shown in the
reconciliation of liabilities from financing transactions:
Current loans and borrowings Total
£000 £000
Balance at 1 July 2023 5,163 5,163
Cash flows - -
Non-cash flows: Interest accrued 494 494
Balance at 30 June 2024 5,657 5,657
Balance at 1 July 2024 5,657 5,657
Cash flows - -
Non-cash flows: Interest accrued 541 541
Balance at 30 June 2025 6,198 6,198
16. Significant non-cash transactions
The significant non-cash transactions during the year were as follows:
· £850,000 of expenses were incurred by two consultants for their
services. The consulting payments included £749,000 (26,052,395 shares issued
at prices ranging from 1.8p to 8.63p per share) for consultant retainers and
success fees. Retainer fee shares totalling £111,000 had not been issued but
accrued to the consultants at year end have been included in other reserves
for shares to be issued.
17. Share based payments
The charge/(credit) for share-based payments during the year is shown in the
following table:
2025 2024
£000 £000
Charged/(credited) to intangibles
Conditional shares 2 2
2 2
Share Warrants
During the year ended 30 June 2025, the Company granted nil warrants to
subscribe for ordinary shares (2024: 3,030,303). Nil warrants were exercised
and 30,000 warrants lapsed during the year (2024: 3,030,303 warrants were
exercised and 672,333 warrants lapsed). As at 30 June 2025, nil warrants were
in issue (2024: 30,000).
Options
The following table illustrates the number and weighted average exercise
prices (WAEP) of, and movements in, share options during the year.
2025 2025 2024 2024
Options WAEP Options WAEP
Thousands Thousands
At 1 July - - 9,300 £0.11
Expired during the year - - (9,300) (£0.11)
Outstanding at 30 June - - - -
Exercisable at 30 June - - - -
No options were issued, expired or exercised during the year to 30 June 2025
(2024: 9.3million options expired).
Conditional shares scheme
GCM has a conditional share scheme for Directors, employees, associates,
consultants and contractors. Ordinary shares will be issued for nil cash
consideration, conditional upon the Group achieving milestones including
approval by the Government of Bangladesh of the Scheme of Development for the
Phulbari Coal and Power Project. The awards granted are classified as
equity-settled, and therefore the fair value is determined by reference to the
share price at the date of the grant, as required by IFRS 2.
Movement in non-vested conditional shares:
2025 2024
Thousands Thousands
At 1 July 210 210
Conditional shares lapsed - -
At 30 June 210 210
The grant details of the conditional shares outstanding as at 30 June 2025 are
as follows:
Share price at Conditional shares
grant date Thousands
£
Grant date
25 August 2005 £6.32 40
9 March 2006 £4.99 30
16 July 2009 £0.84 140
210
The cumulative cost recognised in equity in relation to the conditional shares
as at 30 June 2025 is £483,000 (2024: £481,000) after taking into account:
· Expected timeframe for milestones to be achieved
· Probability of successful completion of milestones
· The conditional shares awarded to employees are subject to their
employment at the time milestones are reached
The increase in the cost of conditional shares of £2,000 for the year ended
30 June 2025 is directly attributable to the Phulbari Coal and Power Project,
and accordingly capitalised to intangibles on this basis (2024: expensed
£2,000).
18. Financial Instruments
The Group holds cash as a liquid resource to fund the obligations of the
Group.
The Group's strategy for managing cash is to maximise interest income whilst
ensuring its availability to match the profile of the Group's expenditure.
This is achieved by regular monitoring of interest rates and periodic review
of expenditure forecasts.
The Group has a policy of not hedging and therefore takes market rates in
respect of foreign exchange risk; however it does review its currency
exposures on a regular basis. The Group has no significant monetary assets or
liabilities that are denominated in a foreign currency.
The financial liabilities of the Group include trade payables and a short-term
loan from a related party. Trade payables are recognised at fair value on
initial recognition and subsequently measured at amortised cost. The
short-term loan was recognised based on the present value of cash payable to
the lender. As the short-term loan is payable within 12 months, the present
value of the cash payable was equal to the principal value of the loan.
Interest rate risk
The interest rate maturity profile of the financial assets of the Group is as
follows:
2025 2024
£000 £000
Floating rate - within 1 year
Cash and cash equivalents - -
Other interest bearing financial instruments which are subject to fixed rate
interest charges are the Group's borrowings as disclosed in Note 12.
Other financial instruments of the Group which are non-interest bearing and
are therefore not subject to interest rate risk, are, non-interest-bearing
cash and cash equivalents as at 30 June 2025 was £1,310,000 (2024:
£1,658,000).
Credit risk
The Group considers the credit ratings of banks in which it holds funds in
order to manage exposure to credit risk and counterparty risk. Funds are held
in banks with credit ratings ranging from AAA -AA. The maximum credit risk at
30 June 2025 was as follows:
2025 2024
£000 £000
Cash and cash equivalents 1,310 1,658
Liquidity risk
The Group ensures that it has sufficient cash to meet all its commitments when
required, through equity and short term loan funding, please refer to the
accounting policies for further detail. The table below summarises the
contractual maturity profile of the Group's financial liabilities as at 30
June 2025 and 2024.
Within 1 to 3 3 to 12 2 - 5 years Total &
30 days months months Carrying value
£000 £000 £000 £000 £000
2025
Payables 1,259 2 112 - 1,373
Lease liabilities 1 1 5 4 11
Borrowings 6,198 - - - 6,198
7,458 3 117 4 7,582
2024
Payables 1,291 2 87 - 1,380
Lease liabilities 1 2 12 3 18
Borrowings - - - 5,657 5,657
1,292 4 99 5,660 7,055
Currency risk
The Group has no significant monetary assets or liabilities that are
denominated in a foreign currency.
Fair values of financial assets and liabilities
Financial instrument classification Book value Fair value
2025 2024 2025 2024
£000 £000 £000 £000
Financial assets
Cash and cash equivalents Amortised cost 1,310 1,658 1,310 1,658
Receivables Amortised cost 24 22 24 22
Financial liabilities
Creditors Amortised cost 1,373 1,380 1,373 1,380
Borrowings Amortised cost 6,198 5,657 6,198 5,657
Management have assessed that the fair value of cash, current receivables and
current payables approximate their carrying amounts due to the short-term
maturities of these instruments.
19. Contingent liabilities
Royalty
The Group is obliged to pay Deepgreen Minerals Corporation Pty Limited US$1
per tonne of coal produced and sold from the Phulbari mine. The Directors are
of the opinion that a provision is not required in respect of these matters,
as coal has not yet been produced at Phulbari.
20. Related Party Transactions
Key management personnel
2025 2024
£000 £000
Short-term benefits 671 658
Share based payments 12 12
683 670
Related party loan
GCM is beneficiary to a £3.5 million loan facility from its largest
shareholder, with a current interest rate of 18.0% per annum. As at 30 June
2025 the Group had utilised £3.2 million of the loan facility (2024:
£3,200,000) and an interest accrual of £2,998,000 (2024: £2,457,000). The
terms of the loan were amended in March 2022 & March 2021, refer to note
12 of the Company Financial Statements. Note Polo Resources Ltd is a related
party by way of Michael Tang being a Director of both Companies as well as
Polo Resources Limited being a substantial shareholder of the Company.
Management services company
As disclosed in the Directors' Report, for the year ended 30 June 2025, the
remuneration for the services of Datuk Michael Tang PJN, Executive Chairman of
the Company, was £303,600 (2024: £303,600), which comprises director's fees
amounting to £6,000 (2024: £6,000) and management services of £297,600 paid
to a management services company (2024: £297,600).
For the period September 2018 to March 2021 Datuk Michael Tang PJN offered to
defer the payments due to his management services company until further notice
in order to assist the Company. The total debt as a result of the deferment of
£769,000 has not been paid and is being accrued accordingly.
As at 30 June 2025 the amount owing to the management services company of
Datuk Michael Tang PJN was £793,600 (2024: £793,600).
21. Events after the end of the reporting period
There are no Events after the end of the reporting period to disclose.
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