Company registration number 09283833 (England and Wales)
METAL CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
METAL CAPITAL LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
METAL CAPITAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
30 June 2026
- 1 -
2026
2025
Notes
USD
USD
USD
USD
Non-current assets
Investments
6
324,644,103
324,644,103
Non-current trade and other receivables
8
145,500,038
35,105,923
470,144,141
359,750,026
Current assets
Trade and other receivables
8
203,014
42,197
Cash and cash equivalents
1,371,713
500,857
1,574,727
543,054
Current liabilities
9
(230,711)
-
Net current assets
1,344,016
543,054
Total assets less current liabilities
471,488,157
360,293,080
Equity
Called up share capital
10
322,675,490
322,675,490
Retained earnings
148,812,667
37,617,590
Total equity
471,488,157
360,293,080
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 19 October 2026 and are signed on its behalf by:
R W J Edwards
Director
Company registration number 09283833 (England and Wales)
METAL CAPITAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
- 2 -
Share
Retained
capital
earnings
Total
Notes
USD
USD
USD
Balance at 1 July 2024
322,675,490
1,960,711
324,636,201
Year ended 30 June 2025:
Profit and total comprehensive income
-
73,456,879
73,456,879
Transactions with owners:
Dividends
5
-
(37,800,000)
(37,800,000)
Balance at 30 June 2025
322,675,490
37,617,590
360,293,080
Year ended 30 June 2026:
Profit and total comprehensive income
-
283,195,077
283,195,077
Transactions with owners:
Dividends
5
-
(172,000,000)
(172,000,000)
Balance at 30 June 2026
322,675,490
148,812,667
471,488,157
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
- 3 -
1
Accounting policies
Company information
Metal Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is Level 1 115 Park Street, Mayfair, London, W1K 7AP. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements for Metal Capital Limited have been prepared in USD ($). Monetary amounts in these financial statements are rounded to the nearest $.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Sandfire Resources Ltd. The group accounts of Sandfire Resources Ltd are available to the public and can be obtained as set out in note 14.
Group accounts
The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Metal Capital Limited is a wholly owned subsidiary of Sandfire Resources Botswana Pty Ltd and the results of Metal Capital Limited are included in the consolidated financial statements of Sandfire Resources Ltd which are available from Sandfire.com.au.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.4
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 4 -
1.5
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.6
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the company manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are measured at cost.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
1
Accounting policies
(Continued)
- 5 -
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Auditors Remuneration
Fees payable to the company’s auditor for the audit of the company’s financial statements for the year were £8,750. The fees have not been accrued in the financial statements as the directors consider the amount to be immaterial.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2026
2025
Number
Number
3
3
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
- 6 -
4
Taxation
2026
2025
USD
USD
Current tax
UK corporation tax on profits for the current period
230,711
-
Foreign taxes and reliefs
14,750,000
3,869,224
14,980,711
3,869,224
The charge for the year can be reconciled to the profit per the income statement as follows:
2026
2025
USD
USD
Profit before taxation
298,175,788
77,326,103
Expected tax charge based on a corporation tax rate of 25.00% (2025: 25.00%)
74,543,947
19,331,526
Dividend Income
(73,750,000)
(19,000,000)
WHT not utlised
14,750,000
3,869,224
Losses utilised by Group Loss Relief
(563,236)
(331,526)
Taxation charge for the year
14,980,711
3,869,224
5
Dividends
2026
2025
2026
2025
Amounts recognised as distributions:
per share
per share
Total
Total
$
$
USD
USD
Ordinary shares of £1 each
Final dividend paid
67.55
14.84
172,000,000
37,800,000
6
Investments
Current
Non-current
2026
2025
2026
2025
USD
USD
USD
USD
Investments in subsidiaries
-
-
324,644,103
324,644,103
The company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.
7
Subsidiaries
Details of the company's subsidiaries at 30 June 2026 are as follows:
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
7
Subsidiaries
(Continued)
- 7 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Tshukudu Metals Botswana (Pty) Ltd
Plot 2482b, Tshekedi Crescent, Extension 9, Gaborone, Botswana
Ordinary
100.00
8
Trade and other receivables
Current
Non-current
2026
2025
2026
2025
USD
USD
USD
USD
Unpaid share capital
38
38
Other receivables
203,014
42,197
145,500,000
35,105,885
203,014
42,197
145,500,038
35,105,923
The balance of USD $145,500,000 is in relation to a loan due from related party, Sandfire UK Finance Limited. The balance is non current as at 30 June 2026, with repayment due 60 months from initial drawdown in June 2026.
9
Liabilities
2026
2025
USD
USD
Corporation tax
230,711
10
Share capital
2026
2025
2026
2025
Ordinary share capital
Number
Number
USD
USD
Issued and not fully paid
Ordinary shares of £1 each
254,616,761
254,616,761
322,675,490
322,675,490
There is a single class of ordinary share. Each share ranks equally in the company with respect to voting, dividends and distributions.
The Company’s issued share capital comprises 254,616,761 ordinary shares with a nominal value of £1 each, amounting to £254,616,761 in total. As the financial statements are presented in USD, the translated carrying amount of share capital is USD $322,675,490.
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report is unqualified and includes the following:
METAL CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2026
11
Audit report information
(Continued)
- 8 -
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2026 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Stephen Jolley
Statutory Auditor:
Alexander & Co LLP
Date of audit report:
19 October 2026
12
Related party transactions
Transactions with other group companies
Metal Capital Limited provided finance to Sandfire UK Finance Limited during the year through loans which are included within non-current receivables. Sandfire UK Finance Limited is under the same ultimate controlling party, Sandfire Resources Ltd.
13
Controlling party
The parent company of Metal Capital Limited is Sandfire Resources Botswana Pty Ltd and its registered office is Level 2, 10 King Park Road, West Perth, WA 6005, Australia.
The ultimate controlling party of Metal Capital Limited is Sandfire Resources Ltd, a company incorporated in Australia. Group financial statements are prepared by Sandfire Resources Ltd and are publicly available on their website.