Full Year 2025 Results

Wednesday, 18 March 2026

Gem Diamonds Limited

Full Year 2025 Results

Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds", the "Company" or the "Group") announces its audited Full Year Results for the year ending 31 December 2025 (the "Period").

Gem Diamonds also announces that its Annual Report and Accounts 2025 (which includes the Report on Payments to Governments) and Sustainability Report 2025 have been published and are available to view on the Group website at https://www.gemdiamonds.com/results-reports-presentations.php.

The Annual General Meeting (AGM) is scheduled for 3 June 2026 and the Notice of AGM will be published on the Company's website in due course.

FINANCIAL RESULTS:

• Revenue of US$98.4 million (US$154.2 million in 2024)

• Underlying EBITDA of US$3.9 million (US$29.7 million in 2024)

• Loss for the year before exceptional items of US$9.1 million (profit of US$8.1 million in 2024)

• Attributable loss after exceptional items of US$104.0 million (loss of US$2.9 million in 2024) driven primarily by the US$77.5 million impairment of the Company's carrying value in Letšeng, influenced by the prolonged downward pressure on the rough diamond market and the weakened US dollar against the Lesotho loti

• Loss per share before exceptional items of 6.1 US cents (loss per share after exceptional items of 74.4 US cents) (earnings per share of 2.1 US cents in 2024)

• Net debt of US$20.1 million as at 31 December 2025 (2024: US$7.3 million)

OPERATIONAL RESULTS:

Letšeng

• Carats recovered of 90 354 (105 012 carats in 2024)

• Waste tonnes mined of 2.0 million tonnes (5.4 million tonnes in 2024)

• Ore treated of 5.2 million tonnes (5.0 million tonnes in 2024)

• Average value of US$1 105 per carat achieved (US$1 390 in 2024)

• The highest dollar per carat achieved for a white rough diamond during the year was US$34 717 per carat

Commenting on the results today, Clifford Elphick, Chief Executive Officer of Gem Diamonds, said:

"The continued weakness in the diamond market required decisive action to protect the financial viability of Letšeng and the rest of the Group, which led to the launch of the Business Resilience Programme in the second half of 2025. These measures were essential to ensure that Letšeng remains a sustainable operation capable of supporting employment, communities and stakeholders over the longer term.

We are acutely aware of the human impact of these decisions and conducted the process with care, transparency and support for affected employees.

I am grateful to our management and workforce for their daily commitment to safety as reflected in our excellent safety performance for 2025.

Our focus remains on operating Letšeng in a safe and responsible manner while we navigate a challenging period with limited access to higher-value Satellite ore.

Maintaining our vital partnership with lenders remains a priority, and we aim to renew our Group facilities before they expire in December 2026.

We are confident that the measures implemented in 2025 have better equipped the Group to be well positioned for a recovery when market conditions improve."

Safety performance

The Group maintained an excellent safety performance in 2025, achieving a record low AIFR of 0.41 (2024: 0.61). The Group had zero fatalities (2024: zero), two LTIs (2024: three) and an LTIFR of 0.14 (2024: 0.18).

Operational performance

All operational metrics were achieved in accordance with Letšeng's short-term mine plan. The positive outcomes of operational efficiencies implemented since 2023 are clearly reflected in Letšeng's overall operational performance in 2025.

The Group achieved its decarbonisation target of a 30% reduction of its Scope 1 and Scope 2 carbon emissions against a 2021 baseline, ahead of its 2030 target date. The Group remains committed to maintaining this achievement despite a scheduled increase in waste mining volumes from 2027, in accordance with the current mine plan.

Financial performance

The Group achieved revenue of US$98.4 million, a 36% decrease compared to 2024, driven by the pressure on the diamond market, fewer and lower quality diamonds due to the 74% ore contribution from the lower-grade Main Pipe, and a decrease in the number of greater than 100 carat diamonds that were sold. Underlying EBITDA for the Group decreased to US$3.9 million, reflecting an 87% reduction. The significant decrease in revenue of US$55.8 million was the main contributing factor, although this was offset to some extent by cost efficiencies from the Business Resilience Programme and the royalty relief provided by the Lesotho Government during H2 2025.

The Group recognised a US$77.5 million impairment of Letšeng's carrying value which was impacted by the prolonged downward pressure on the rough diamond market and the weakened US dollar against the Lesotho loti.

Refinancing of facilities

The Group ended the year in a net debt position of US$20.1 million and available undrawn facilities of US$68.3 million. The Group's revolving credit facilities expire in December 2026 and the formal renewal process is scheduled to commence in Q2 2026, in the ordinary course of the Group's engagement with its lenders, to ensure the availability of these facilities beyond the expiry date.

This announcement contains selected information from the Company's full set of Consolidated Financial Statements for the year ended 31 December 2025. Those financial statements include a material uncertainty relating to the going concern of the Group, as the renewal of the Group's facilities fall within the 12-month going concern period. For the Company's full set of Consolidated Financial Statements for 31 December 2025, refer to pages 99 to 155 of the Group's Annual Report and Accounts 2025.

The page references in this announcement refer to the Annual Report and Accounts 2025 which can be found on the Company's website: https://www.gemdiamonds.com/results-reports-presentations.php.

The Company will host a live audio webcast of the full year results today, 18 March 2026, at 9:30 GMT. If you would like to attend the webcast please register using this link: 2025 Full Year results presentation.

The Gem Diamonds Limited LEI number is 213800RC2PGGMZQG8L67

FOR FURTHER INFORMATION:

Gem Diamonds Limited

Kiki Constantopoulos, Company Secretary

[email protected]

Celicourt Communications

Mark Antelme / Charles Denley-Myerson

Tel: +44 (0) 207 777 6424

ABOUT GEM DIAMONDS:

Gem Diamonds is a leading global producer of high value diamonds. The Company owns 70% of the Letšeng mine in Lesotho. The Letšeng mine is famous for the production of large, exceptional white

diamonds, making it the highest dollar per carat kimberlite diamond mine in the world.

CHAIRPERSON'S STATEMENT

Dear shareholders,

On behalf of the Board of Directors, I am pleased to share with you the Gem Diamonds Annual Report and Accounts for 2025, which outlines the Group's performance over the course of another challenging year.

The changes included in the UK Corporate Governance Code 2024 have been implemented where relevant and the Governance report is available on page 47.

DIAMOND MARKET

2025 was a particularly difficult year for the diamond industry. Rough diamond prices remained under pressure from a combination of elevated inventory levels, weak demand in important markets and the growing prevalence of synthetic diamonds, specifically in smaller size categories. These industry dynamics were compounded by persistent global macro-economic headwinds such as the impact of US tariffs and a weakening of the US dollar, and an increasingly unstable geopolitical environment.

The Group approached these challenges with resolve and care. Protecting both our people and the sensitive environment in which our Letšeng mine is located remained paramount, even as we acted with urgency to reduce costs and identify opportunities to improve operational efficiency and effectiveness.

BUSINESS RESILIENCE PROGRAMME

To this end, management launched a further effort to lower costs under the banner of the Business Resilience (BR) Programme. This included streamlining organisational structures, further optimising mining and processing activities and implementing additional cost-saving measures. Together, these actions reduced unit operating costs to record low levels. This discipline is particularly important as the mine transitions from treating ore from both the Main and Satellite Pipes to a period of sole reliance on lower-value Main Pipe ore while work continues to establish future access to additional higher-value Satellite Pipe material.

Full details of this programme are provided on page 26. The measures implemented delivered immediate results, and we remain confident in our ability to navigate the current challenging business environment and position the Group for future recovery.

Other notable achievements in 2025 were the preparation for the implementation of the Taskforce on Nature-related Financial Disclosures (TNFD) recommendations and the IFRS Sustainability Disclosure Standards, IFRS S1 and S2, issued by the International Sustainability Standards Board (ISSB); and the final relinquishment of the Ghaghoo mining licence to the Government of Botswana following the successful completion of a rigorous closure process. I would like to thank the Government of Botswana for their active support during this process.

STAKEHOLDER ENGAGEMENT

Our ability to implement these changes was strengthened by the understanding and commitment of a broad range of stakeholders. We received valuable support from senior representatives of the Lesotho Government, local community organisations, our employees and contractors, as well as our key shareholders and funding partners. Throughout the year, we sought to communicate openly and transparently about the challenges facing the Letšeng mine and the diamond industry more generally and the actions required to sustain the business. We also provided opportunities for key stakeholders to observe first-hand the work undertaken by management to maintain a lean, efficient and safe operation.

On behalf of the Board, I extend my sincere thanks to all those who engaged constructively with us during the year and contributed to the implementation of these important measures.

BOARD CHANGES

As previously reported, Janet Blas joined the Board and became Chair of the Audit Committee on 1 April 2025.

On 31 December 2025, Mazvi Maharasoa resigned from the Board to pursue other opportunities. Mazvi has been associated with the Letšeng mine and Gem Diamonds in various capacities for more than 25 years. On behalf of everyone in the Group, I want to express my deepest thanks for the substantial contribution she has made; our deliberations have been much the richer for her wisdom and insight.

The new Board composition addresses the requirement to right-size the Board to fit the current structure of the business, while remaining aligned with the independence requirements of the UK Corporate Governance Code. The Board is fully representative with respect to both gender and ethnic minority groups.

BOARD PERFORMANCE REVIEW

Once again, Board governance remained a high priority. The findings of the internal Board performance review concluded at the end of 2024 were implemented during the year, resulting in, among others, an optimisation of the Committee meeting structure and schedule to improve efficiency and a review of ongoing training provided to Directors to support them in performing their duties.

In Q4 2025, an internal review was conducted by the Company Secretary by means of an online survey that was completed by all Directors. The overall findings of the performance review were positive, with no material matters identified for action.

LOOKING TO THE FUTURE

Looking ahead to 2026, the Board's primary focus will remain firmly on supporting executive and senior management to navigate the continued weakness in the diamond market and the challenges facing the diamond industry. The Letšeng mine is the source of many of the largest and finest diamonds recovered anywhere on earth, and we will constantly strive to ensure it operates as safely, efficiently and effectively as possible for the benefit of all stakeholders.

APPRECIATION

On behalf of the Board, I extend my sincere thanks to everyone who worked so hard on behalf of the Company during the past year. Specifically, I wish to thank our operational teams for their resilience and focus during a difficult year, our senior leadership team, who made difficult decisions with courage and empathy, and my fellow Board members for the wisdom and guidance they provided. I also want to thank our community partners, the Government of the Kingdom of Lesotho and all our shareholders for their continued support.

Finally, I am due to retire from the Board in 2026 following the conclusion of my nine-year tenure as Chair, and I will therefore not be offering myself up for re-election at the 2026 AGM in June. The Company will make an announcement on my successor in due course following recommendations from the Nominations Committee.

It has been an enormous privilege to lead Gem Diamonds during a period of profound change for both the Company and the wider diamond industry, and I would like to thank everyone who supported me during my tenure. I wish the Group, its employees and its shareholders every success in the future.

Harry Kenyon-Slaney

Chairperson

17 March 2026

RISK MANAGEMENT

HOW WE APPROACH RISK

The Group's risk management framework, which is fully integrated with strategic and operational planning, aims to identify, manage and respond to the Group's risks and uncertainties. The framework combines top-down and bottom-up approaches with appropriate governance and oversight.

Risk management framework

The Board is ultimately responsible and accountable for the Group's risk management function. It is supported by its subcommittees and senior management in overseeing the Group's most relevant and significant current and emerging risks. These risks are actively identified, assessed, prioritised, managed and mitigated as much as reasonably possible, as they could negatively impact the Group's ability to execute its strategy.

While the Group's risk management framework focuses on risk identification and mitigation, many of the factors that give rise to these risks also present opportunities. Gem Diamonds tracks these opportunities and incorporates them into the strategy where they appropriately support the Group's purpose.

The Board and its subcommittees have identified the following key strategic, operational and external risks, which are set out in no order of priority.

EMERGING RISKS

The Group risk framework includes an assessment of emerging risks. These are defined as risks that:

The current emerging risks that are being monitored by the Group are:

BUSINESS RESILIENCE PROGRAMME

The diamond industry operated in a highly challenging environment in 2025. Prolonged downward pressure on diamond prices since late 2022 forced many producers to streamline operations, reduce activity or suspend production. While the Group had previously navigated these conditions through capital discipline, cost reductions and improved operational efficiencies, the absence of a sustained diamond price recovery and continued macro-economic and geopolitical volatility necessitated a step change to safeguard the Group's financial viability and long-term sustainability.

As announced in the Group's H1 2025 Trading update released on 23 July 2025 and further reported in the Half-year Report 2025, the Group launched a Business Resilience (BR) Programme to implement immediate and decisive measures to conserve cash and protect shareholder value. These measures included:

The above initiatives were fully implemented by the end of September 2025 and delivered immediate results.

Once-off implementation costs included severance payments to retrenched employees at Letšeng.

Recurring monthly savings from the successful implementation of the BR Programme amount to approximately US$1.5 million.

The Group remains committed to its long-term strategy of producing exceptional quality diamonds and is confident that the actions taken will position the Group well for recovery when market conditions improve. Market developments are closely monitored and operational adjustments are made as necessary.

CHIEF EXECUTIVE OFFICER'S REVIEW

OPERATING ENVIRONMENT

The global economic landscape in 2025 remained uncertain, with ongoing geopolitical tensions, the imposition of US tariffs and the weakened US dollar adding further strain to the diamond market. Demand and prices remained under pressure despite efforts by major producers to moderate supply.

The lower end of the diamond market continues to be affected by the availability and attractive price points of synthetic diamonds. The distinction between synthetic diamonds and large, high-quality natural diamonds has, however, become increasingly evident in pricing trends. Premium luxury houses such as Richemont (including Cartier and Van Cleef & Arpels) and LVMH (including Tiffany & Co. and Bulgari) reported strong sales growth in 2025 and, in some cases, record high sales results for their high-end jewellery divisions.

Price increases were observed in the latter part of the year for Letšeng's larger, higher-quality rough diamonds. Overall revenue for the year was, however, adversely affected because of lower volumes of higher-value Satellite Pipe ore under the current mine plan.

Numerous initiatives have been implemented over the past 24 months to reduce costs and enhance operational efficiencies because of the continued weakness in response to the sustained weakness in the diamond market. These challenging market conditions necessitated decisive and proactive measures to safeguard the financial sustainability of Letšeng and the broader Group. Accordingly, the BR Programme was launched to support these objectives (refer to page 26).

Measures implemented under the BR Programme unfortunately resulted in a reduction of our workforce at Letšeng. We are acutely aware of the human impact of these decisions and conducted the process with care, transparency and support for affected employees. These measures were essential to ensure that Letšeng remains a sustainable operation, at lower prices, capable of supporting employment, communities and stakeholders over the longer term.

We are grateful for the support provided by the Lesotho Government, who suspended royalty payments for a period of six months.

Following the application for relinquishment, the Ghaghoo mining licence was officially cancelled by the Botswana Ministry of Minerals and Energy and the mine site was handed over to the Department of Mines, effective from 1 June 2025. The Group has no further obligations or commitments related to the Ghaghoo mining licence or the mine site.

EXTRACTING MAXIMUM VALUE FROM OUR OPERATIONS

We operated safely, responsibly and efficiently during the year. The BR Programme was fully implemented by September 2025 and led to an immediate saving of approximately US$1.5 million per month.

Production volumes were in accordance with the latest mine plan. However, being primarily reliant on lower-grade Main Pipe material with reduced ore availability from the Satellite Pipe, overall carats recovered decreased by 14% compared to 2024.

Waste volumes were significantly decreased as part of the BR Programme and other mine optimisation initiatives. The mine plan remains under continuous review and provides the flexibility to react quickly to a change in market conditions.

We have an effective, transparent and competitive tender sales process in Antwerp. Selected rough diamonds were also sold pursuant to the limited supply agreement established in 2022 with key diamond manufacturing clients who supply polished diamonds to some of the world's most premium luxury brands. Letšeng receives additional revenue on the sale of the resultant polished diamonds.

The average price achieved decreased to US$1 105 per carat in 2025, mainly due to the weak diamond market coupled with the change in ore mix, which resulted in a decrease in the number and quality of large high-value diamonds sold during the year. The lower prices achieved and decrease in carats sold resulted in total revenue of US$98.4 million, a 36% decrease compared to 2024.

Full details of the Group's financial performance are included in the CFO Review on page 29 and details of the operational performance are included in the COO Review on page 36.

WORKING RESPONSIBLY AND MAINTAINING OUR SOCIAL LICENCE

We maintained an excellent safety performance in 2025, achieving our lowest overall AIFR on record. Our workplace safety is founded on individual responsibility, mutual care and collaboration.

We adhere to the highest environmental management standards and had no major or significant environmental incidents during the year.

Our residue storage facility management process aligns with the ICMM's GISTM. Our residue storage and freshwater facilities are subject to regular inspections by internal as well as independent external experts. These professional external reviews, together with the internal governance, monitoring and reporting processes, provide assurance that our freshwater dam and residue storage facilities are being managed in a safe and responsible manner.

Our CSI activities are built around the eight selected UN SDGs and are focused on supporting infrastructure development, education and health while assisting and stimulating small businesses. From 2016 to 2025, the Group invested US$5.4 million in sustainable CSI initiatives.

In 2025, Letšeng contributed a total of US$25.4 million (LSL453.8 million) to the Lesotho fiscus in the form of taxes, royalties and mining lease payments. We remain proud of our role in supporting the country's developing economy and of our position as a significant employer and contributor to the national fiscus.

PREPARING FOR THE FUTURE

Our primary focus in 2026 is the safe and efficient operation of our Letšeng mine, building on the measures implemented in 2025 to ensure the long-term financial viability of the operation. While all opportunities are being explored for earlier extraction of Satellite Pipe ore, under the current mine plan we are reliant on lower-value Main Pipe ore until the end of 2030. No higher-value Satellite Pipe ore will be accessible while the waste stripping of the final cutback of the Satellite pit is being implemented (refer to the current mine plan on page 38).

We are well prepared to navigate this difficult period, largely assisted by the change in our cost base. We continuously engage with our lenders and the formal process of renewing our loan facilities, which expire in December 2026, is scheduled to commence in Q2 2026.

Our capital plans prioritise funding for projects that will sustain growth and create value. The planned capital projects for 2026 are detailed in the COO Review.

OUTLOOK

The streamlining of the cost base of the Group has positioned it well to navigate the prevailing diamond market conditions, and we are confident that the implemented measures have better equipped the Group for recovery as market conditions improve.

In the medium to long term, rough diamond prices should be supported by favourable demand and supply fundamentals, with a projected further decrease in natural rough diamond supply. Over the longer term, this dynamic of rising demand and constrained supply is expected to benefit high-quality rough diamonds in particular. The fundamentals that underpin our business are sound and position Gem Diamonds for success.

Clifford Elphick

Chief Executive Officer

17 March 2026

CHIEF FINANCIAL OFFICER'S REVIEW

The financial performance of the Gem Diamonds Group reflects prolonged pressure on the diamond market arising from a range of macro-economic and geopolitical factors. The Group responded decisively through the launch of the BR Programme (refer to page 26) in 2025.

The Group generated revenue of US$97.7 million from the sale of rough diamonds, achieving an average price of US$1 105 per carat for the year. In addition, US$0.7 million was generated from alternative sales activities, bringing the total revenue for the year to US$98.4 million. Underlying EBITDA decreased to US$3.9 million from US$29.7 million in 2025, mainly due to the US$55.8 million decrease in revenue, offset by a reduction in costs. The Group ended the year with a cash balance of US$3.8 million and drawn down facilities of US$23.9 million, resulting in a net debt position of US$20.1 million and available undrawn facilities of US$68.3 million.

Summary of financial performance

1 Including waste stripping amortisation but excluding depreciation and mining asset amortisation.

2 Underlying EBITDA as defined in Note 4, Operating (loss)/profit of the notes to the consolidated financial statements.

3 Gem Diamonds Botswana (Proprietary) Limited (Ghaghoo Diamond Mine) is classified as a discontinued operation in the current year (refer to Note 16, Discontinued operation) and the comparative period has been re-presented to adjust for this.

Revenue

Rough diamond revenue of US$97.7 million (2024: US$152.8 million) was generated at Letšeng, achieving an average price of US$1 105 per carat (2024: US$1 390 per carat).

Revenue decreased by US$55.8 million, representing a 36% decrease when compared to 2024, due to a combination of (i) a 20% decrease in carats sold of 88 381 carats compared to 109 967 in 2024, (ii) the ore mix, which consisted mainly of lower-value and lower-grade Main Pipe material (74% contribution compared to 56% in 2024), (iii) downward market pressure on rough diamond prices, and (iv) fewer and lower-quality diamonds of greater than 100 carats were sold during the year. Nine greater than 100 carat diamonds were sold for a combined value of US$6.2 million, while in 2024, 13 greater than 100 carat diamonds were sold for a value of US$41.9 million.

Additional revenue of US$0.7 million was generated from partnership margin uplift (US$0.4 million (2024: US$1.4 million)), polished diamond sales and additional rough diamond proceeds, bringing the total revenue for the year to US$98.4 million.

Expenditure

Royalties and marketing costs

In terms of Letšeng's mining lease, royalties are paid to the Government of the Kingdom of Lesotho on the value of rough diamonds sold. At the end of August 2025, the Lesotho Government agreed to suspend Letšeng's royalties for a period of six months, as part of their support to the Lesotho mining industry during the challenging market conditions. The Group's sales and marketing operation in Belgium incurs costs relating to diamond selling and marketing. Royalties and selling costs decreased by 64% to US$5.9 million (2024: US$16.5 million), in line with the decrease in rough diamond revenue and the royalty relief.

Energy costs

The decrease in waste mining volumes led to a significant decrease in diesel consumption during the year of 2.1 million litres. Overall diesel costs decreased by 25%, aided by a 9% decrease in the average cost per litre compared to 2024. In local currency, the costs decreased to LSL167.1 million (US$9.3 million) from LSL222.6 million (US$12.1 million) in 2024.

Grid electricity usage decreased by 5% due to energy efficiency initiatives on site, and maximum demand utilisation decreased by 12% due to the effective management of these thresholds. Overall electricity costs increased by 7% to LSL64.8 million (US$3.6 million) notwithstanding a 9.6% tariff increase.

Overall energy costs, including diesel and electricity, amounted to LSL231.9 million (US$13.0 million) in 2025 (2024: LSL283.0 million, US$15.4 million), an 18% decrease in local currency.

1 Direct cash costs represent all operating costs, excluding royalties and selling costs.

2 Non-cash accounting charges and working capital movement include waste stripping amortised, inventory and ore stockpile adjustments, and finance lease costs, and exclude depreciation and mining asset amortisation.

Operating expenditure

Group cost of sales (excluding depreciation) decreased by 15% to US$83.0 million in 2025 from US$100.3 million in 2024.

US dollar-reported costs

Gem Diamonds' revenue is generated in US dollars, while the majority of operational expenses are incurred in the relevant local currency in the operational jurisdictions. Local currency rates for the Lesotho loti (LSL) (pegged to the South African rand) were stronger against the US dollar on average compared to 2024. This increased the Group's US dollar-reported costs and decreased local currency cash flow generation. The average and year end exchange rates are set out in the table below:

Corporate costs

The technical and administrative office in South Africa and the head office in the UK provide expertise in all areas of the business to realise maximum value from the Group's assets. Central costs are incurred in South African rand and British pounds, respectively.

Corporate costs (excluding depreciation) decreased by 27% compared to 2024 at US$5.6 million. The savings were due to the implementation of the BR Programme, which included salary sacrifices by management and the Board, elimination of travel and other cost containment initiatives. Project costs of US$0.3 million were incurred to finalise the handing over of Ghaghoo and to investigate external growth opportunities (2024: US$0.3 million).

Underlying EBITDA1 and attributable loss

Group underlying EBITDA1 decreased by 87% to US$3.9 million (2024: US$29.7 million) mainly due to the US$55.8 million decrease in revenue, set off by cost savings achieved following the launch of the BR Programme and the royalty relief from the Lesotho Government in Q3 2025. The Group reported a negative underlying EBITDA1 at 30 June 2025 of US$2.6 million. The benefit derived from the BR Programme is evident in the turnaround in H2 2025 of a US$6.5 million underlying EBITDA1.

The loss attributable to shareholders was US$104.0 million after recording impairments of US$81.0 million (refer to paragraph below) and the recycling of the foreign currency translation of the discontinued operation of US$52.8 million. The loss before exceptional items was US$8.6 million, compared to an attributable profit of US$2.9 million in 2024. This translates to a loss after exceptional items of 74.4 US cents per share and 6.1 US cents per share before exceptional items (2024: earnings per share of 2.1 US cents), based on a weighted average number of shares in issue of 139.8 million (2024: 139.7 million shares).

1 Underlying EBITDA as defined in Note 4, Operating profit of the notes to the consolidated financial statements.

Impairment of non-financial assets and write-down of inventory

An impairment review for Letšeng is performed annually. The impairment review for 2025 was largely influenced by the prolonged downward pressure on the rough diamond market and the weakened US dollar against the Lesotho loti.

The recoverable amount (value in use) of Letšeng was assessed and an impairment of US$77.5 million was recorded in the consolidated statement of profit or loss to bring the carrying value in line with the recoverable amount. The impairment was allocated firstly to the goodwill, which is now fully impaired, then to the mining asset, which is now fully impaired, and the balance to the stripping activity asset.

Ore stockpiles were written down by US$3.5 million to net realisable value in 2025 mainly due to lower diamond prices and the weakened US dollar at 31 December 2025.

Statement of financial position - selected indicators

Capital expenditure

Total capital expenditure (excluding waste stripping) was US$4.4 million during the year (2024: US$5.8 million). The capital spend in the current year related to:

The balance of the capital was spent on enhancements to the recovery areas for improved workflow and security, minor capital requirements following the insourcing of treatment activities, improvements to the bioremediation plant, and pit slope lateral support studies.

Capital allocation, in the current challenging market, is focused on sustaining operations and the need to conserve cash resources. In a more favourable market, excess cash generated would be allocated to shareholder returns or growth projects that would generate positive returns. In considering investments in growth opportunities, these would be assessed in terms of financial and non-financial metrics, including the alignment to the Group's ESG strategy and objectives.

Cash on hand

The Group ended the year with cash on hand of US$3.8 million (2024: US$12.9 million) and net debt of US$20.1 million (2024: US$7.3 million). Group cash generated by operations was US$35.1 million before capital and waste investment of US$13.9 million. Following the launch of the BR Programme, which delivered recurring monthly cost savings of US$1.5 million, the Group's net debt position reduced by US$8.1 million from US$28.2 million at 30 June 2025.

Loans and borrowings

The Group-wide debt facilities for Letšeng (LSL450.0 million (US$27.2 million) and ZAR300.0 million (US$18.1 million)) and Gem Diamonds (US$30.0 million), will expire on 21 December 2026. In line with normal processes, the Group will commence the formal renewal of its facilities in Q2 2026. The Board has a reasonable expectation that the refinancing will be successfully concluded. The successful refinancing of these facilities remains a key assumption in the Group's going concern assessment and, until it is concluded, represents a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

The funding partners for the above facilities are Nedbank, Standard Bank and Firstrand Bank (through their respective operations). Nedbank's portion of the funding, totalling US$31.6 million, is a sustainability-linked loan (SLL), an innovative structure that links the margin and resultant interest rate on the SLL to the Group's ESG performance. The margin on the SLL decreases subject to the Group meeting certain carbon reduction and water conservation KPIs that are aligned with the Group's sustainability strategy. These KPIs are assessed at the end of every financial year. The two KPIs included for the SLLs both need to be met at each measurement date before the margin reduction on these loans becomes effective. At 31 December 2025, both the carbon emission and water conservation KPIs were met, and therefore the margin reduction will apply to outstanding balances in 2026.

Letšeng has a ZAR100.0 million (US$6.0 million) general banking facility with Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division), which is reviewed annually. The facility was utilised from time to time during the year and was fully repaid by year end.

In 2022, Letšeng implemented a four-and-a-half-year project facility agreement with Nedbank for the replacement of the PCA for an amount of ZAR132.0 million (US$7.0 million). The facility is underwritten by the Export Credit Insurance Corporation of South Africa (ECIC). Quarterly repayments of this facility commenced in Q1 2024, and at the end of 2025 an amount of LSL56.6 million (US$3.4 million) was outstanding. The facility expires in May 2027.

On 15 May 2024, Letšeng entered into a secured five-year term loan facility of LSL200.0 million (US$12.1 million) jointly with Standard Lesotho Bank and Nedbank Lesotho. The loan is secured by a special notarial bond over the mining fleet and equipment acquired as part of the insourcing of the mining activities at the end of 2023. The loan is repayable in equal monthly instalments that commenced in May 2024, and expires on 28 February 2029 (previously 30 April 2029) following an additional capital repayment from proceeds from the sale of mining equipment.

At year end, the Group had utilised facilities of US$23.9 million, resulting in a net debt position of US$20.1 million and available undrawn facilities of US$68.3 million. Gem Diamonds, the Company, ended the year with US$10.0 million of its facility utilised (2024: US$6.0 million) and US$20.0 million available. Letšeng ended the year with US$3.0 million of its revolving facility utilised (2024: nil) and US$42.3 million remains available.

Summary of loan facilities as at 31 December 2025

Ghaghoo

The Ghaghoo mining licence was relinquished and the mine site was formally handed back to the Botswana Ministry of Minerals and Energy effective from 1 June 2025. The Group has no further obligations or commitments related to the Ghaghoo mining licence or the mine site.

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the Ghaghoo operation is classified as a discontinued operation which was abandoned, following the relinquishment (for no consideration) of the underlying mining licence which represented the subsidiary's principal business activity. All impacted prior year figures in the consolidated statement of profit or loss and relevant notes have been re-presented to reflect Gem Diamonds Botswana as part of a discontinued operation. Refer to Note 16, Discontinued operation on page 137.

Insurance

The perception of risk in the mining industry has improved, with insurers offering more competitive rates for mining companies. In 2025, insurance premiums for the Group decreased significantly (24% lower than 2024), driven by the reassessment of insurance values and optimising the structure of the multi-aggregate insurance policy. The Group is in the final year of this five-year multi-aggregate insurance policy, which was implemented to mitigate the risk of higher deductibles in the unlikely event of a loss. At year end, the balance of the fund was US$9.0 million. The policy matures in July 2026 and the decision to renew, extend or exit will be taken prior to the maturity date.

Letšeng's business interruption claim for insured losses arising from the COVID-19-related shutdown in 2020, when the mine was required to be placed on care and maintenance, is ongoing.

Share-based payments

The share-based payment charge for the year was US$0.3 million (2024: US$0.5 million). In line with the approved 2021 Remuneration Policy, on 10 April 2025, 2 602 899 nil-cost options were granted to certain key employees and Executive Directors under the GDIP. Refer to Note 28, Share-based payments on page 150 for more detail.

TAXATION

The Group applies all relevant principles in accordance with prevailing legislation when assessing its tax obligations. The Group's effective tax rate was 21.2%. Most of the Group's taxes are incurred in Lesotho, which has a corporate tax rate of 25%. The effective tax rate is below the Lesotho statutory tax rate of 25% primarily due to the incurred net loss before tax. Refer to Note 7, Income tax (benefit)/charge on page 130 for more detail.

The Group continues to pursue a long-standing legal matter relating to an amended tax assessment that was issued to Letšeng by the Revenue Services Lesotho in December 2019, contradicting the application of certain tax treatments in the current Lesotho Income Tax Act, 1993. We expect to pursue this matter in the courts in 2026. We have sought senior legal counsel, and their advice indicates good prospects for success. Refer to the accounting treatment for this matter, Note 1.2.27, Critical accounting estimates and judgements, for further detail.

OUTLOOK

There is no certainty around the recovery of the diamond market in the short term, and the focus will remain on ensuring that the benefits from the BR Programme continue to deliver. Letšeng's current mine plan presents material challenges for the business, with no availability of Satellite Pipe ore until the end of 2030.

The availability of our revolving credit facilities is critical for the business, and lenders will be engaged in Q2 2026 to commence the refinancing process before the expiry of these facilities in December 2026.

Michael Michael

Chief Financial Officer

17 March 2026

CHIEF OPERATING OFFICER'S REVIEW

Letšeng delivered a solid operational performance despite the challenging diamond market and continued pressure on prices. Significant structural and operational changes implemented since 2023, together with the launch of the BR Programme in mid-2025, supported operational delivery and reinforced the mine's ongoing viability amid adverse industry conditions.

Our top priority remains the safety and well-being of our workforce, and we are proud to report that we maintained an exceptional safety performance in 2025. The positive results reflect our unwavering commitment to and the maturity of our safety culture, founded on individual responsibility, mutual care and collaboration.

We are pleased to report that we reached our decarbonisation target of a 30% reduction in Scope 1 and 2 emissions by 2030, compared to our 2021 baseline, in the current year. We are fully committed to maintaining this achievement despite a scheduled increase in waste mining volumes from 2027 in accordance with the current mine plan. For a comprehensive overview of our 2025 performance, refer to the Climate Change Report on page 41.

Letšeng's long-term mine plan remains under continuous review taking into consideration prevailing market conditions. The latest change to the mine plan significantly reduced long-term waste mining volumes and deferred certain short-term waste stripping activities as part of the BR Programme. These changes were communicated in the Half-year Report 2025.

GROUP SAFETY PERFORMANCE

Gem Diamonds' safety culture is deeply rooted in a pursuit of zero harm. In 2025, the Group maintained exceptional safety standards with zero fatalities (2024: zero) and two LTIs (2024: three). A record-low AIFR of 0.41 (2024: 0.61) was achieved, and an LTIFR of 0.14 was a further improvement on the 0.18 achieved in 2024. This excellent safety performance was achieved in the face of recent significant changes to our operations, including the necessary change management related to the insourcing of material functions and the implementation of the BR Programme, and despite an 11% reduction in man-hours compared to 2024.

OPERATIONAL PERFORMANCE

All operational metrics were achieved in accordance with Letšeng's short-term mine plan. The positive outcomes of operational efficiencies implemented since 2023 are clearly reflected in Letšeng's overall operational performance in 2025.

Waste tonnes mined

Through further short-term optimisation of the mine plan and the implementation of the BR Programme, total waste tonnes mined in 2025 decreased by 64% to 2.0 million tonnes from 5.4 million tonnes in 2024. As reported in the Half-year Report 2025, the reduction in waste mining was achieved through the redesign of Main Pipe Cut 4 West (MC4W) and the deferral of waste mining in the Main Pipe cutbacks (MC4E & W) and the final Satellite Pipe cutback (SC6W). Notwithstanding the necessary deferral of waste mining in both pits to weather current economic conditions, ore availability remains consistent at the current treatment rate of c.5.0 million tonnes per annum until 2034.

Ore mined

Total ore tonnes mined in 2025 increased by 2% to 5.2 million tonnes from 5.1 million tonnes in 2024. The increase in ore mined was aligned with the higher production target for 2025. In addition, ore was mined to establish stockpile platforms in support of the new plant feed strategy. Under this strategy, haul trucks discharge ore onto newly established active stockpiles, eliminating truck queuing at the plant tipping points. The ore is reclaimed from the active stockpiles using a front-end loader and fed to the plants in a controlled and consistent manner. As a result, ore mining operations were no longer constrained by plant feed requirements and were effectively decoupled from plant operations, leading to improved mining productivity.

Ore treated

Letšeng's two plants treated 5.2 million tonnes of ore in 2025 (2024: 5.0 million tonnes). Besides the higher treatment target in 2025, the increase in treatment volumes was driven by effective plant management focusing on stability and increased operating time at a consistent run rate. The introduction of a front-end loader assisted plant performance by delivering a controlled and consistent feed rate. In addition, a dry rotary trommel was introduced to sort an historic basalt-diluted Satellite Pipe ore stockpile for treatment. The concentrate ore from this stockpile was heavily weathered and easily treated through the plants. Ore contribution from the Main Pipe totalled 3.9 million tonnes, while the Satellite Pipe contributed 1.3 million tonnes.

Total carats recovered

Total carats recovered in 2025 decreased by 14% to 90 354 carats (2024: 105 012 carats) due mainly to the higher ore contribution from the lower-grade Main Pipe.

The overall grade for 2025 was 1.74 cpht, representing a 17% decrease from 2.09 cpht in 2024. The lower grade achieved in 2025 was in line with expectations for the ore treated and was primarily attributable to the increased contribution from the lower-grade Main Pipe, which accounted for 74% of total ore treated compared to 56% in 2024.

Capital projects

Capital expenditure in 2025 was subject to rigorous review to ensure strict alignment with operational requirements and prudent cash management. Expenditure was prioritised based on necessity, operational continuity and short-term value enhancement, with a disciplined focus on preserving liquidity while sustaining core operations and short-term value-add. Material capital projects at Letšeng in 2025 included:

Details of overall costs and capital expenditure incurred at Letšeng are included in the CFO Review on page 29.

The planned capital spend at Letšeng for 2026 mainly relates to the lateral support and potential rockfall mitigation measures to be implemented in preparation for the commencement of the next Satellite pit cutback (SC6W).

Large diamond recoveries

In 2025, Letšeng recovered nine diamonds greater than 100 carats (2024: 13) and 15 diamonds in the 60 to 100 carat size category (2024: eight). Primarily as a result of the increased contribution of ore from the lower-value Main Pipe, the diamonds recovered from this material were of comparatively lower quality, negatively impacting overall revenue generated from their sale.

From 2006 to the end of 2025, a total of 153 diamonds exceeding 100 carats have been recovered. Additionally, two notable diamonds have been recovered to date in 2026 - a 192 carat diamond and a 105 carat diamond - underscoring Letšeng's continued ability to produce exceptional large diamonds. The total number of diamonds greater than 10 carats decreased by 14% year on year, again due to the negative impact on overall ore mix resulting from the increase in Main Pipe ore contribution in 2025. 14 diamonds sold for more than US$1.0 million each in 2025, generating US$20.8 million in revenue.

Diamond sales

Six large and four small rough diamond tenders were held in Antwerp during the year.

A total of 88 381 carats were sold in 2025 (2024: 109 967), and Letšeng generated rough diamond revenue of US$97.7 million (2024: US$152.8 million) at an average price of US$1 105 per carat (2024: US$1 390). The lower dollar per carat achieved and the reduction in revenue in 2025 were driven by a combination of continued weakness in the diamond market and a decline in both the volume and quality of carats sold. This was directly attributable to the increased contribution of lower-grade, lower-value Main Pipe ore, as discussed above, which adversely impacted overall ore mix and realised prices.

Long-term mine plan

Letšeng's long-term mine plan remains under continuous review to identify optimisation opportunities and to ensure the viability of each cutback, considering current and foreseeable diamond market and economic conditions, as well as the respective impact that each cutback has on the overall value of the mine. The short-term deferral of waste stripping activities has not compromised ore availability, and the mine will continue ore treatment at c.5.0 million tonnes per annum to 2034.

OUR PLANS FOR 2026

We have a number of important operational objectives for 2026. These include:

DIRECTORS' REPORT

The Directors are pleased to submit the financial statements of the Group for the year ended 31 December 2025.

As a British Virgin Islands-registered company, Gem Diamonds Limited (company registration number: 669758) is not required to conform with the Companies Act, 2006. The Directors have elected to conform with certain of the Act's requirements.

Accordingly, Directors must present a Strategic Report and a Directors' Report to inform shareholders of the Group's performance and prospects and help them evaluate whether the Directors performed their fiduciary duty. The Annual Report and Accounts 2025 discloses how the Directors have performed their duty to ensure the Group's continued success and sustainability, in line with the Companies Act, 2006.

In line with Disclosure Guidance and Transparency Rules (DTR 4.1.5R(3) and DTR 4.1.8R), the required content of the Annual Financial Report and Management Report can be found in the Strategic Report (page 2), the Performance Review (page 26), the Governance section (page 47), the Directors' Report and other sections of the Annual Report and Accounts 2025 as indicated by reference.

The Strategic Report can be found on pages 2 to 46. This will provide shareholders with a balanced assessment of the Group's business, including a description of its principal risks and uncertainties. It may not be relied upon by anyone, including the Company's shareholders, for any other purpose.

Forward-looking statements

The Strategic Report and other sections of this report contain forward-looking statements. Forward-looking statements, by their nature, involve several risks, uncertainties and future assumptions because they relate to events and/or depend on circumstances that may or may not occur in the future. The actual results and outcomes may differ materially from those expressed or implied by the forward-looking statements. No assurance can be given that the forward-looking statements in the Strategic Report will be realised. Statements about the Directors' expectations, beliefs, hopes, plans, intentions and strategies are subject to change and are based on expectations and assumptions about future events, circumstances and other factors which are, in many instances, outside the Company's control.

The information in the Strategic Report was prepared based on the knowledge and information available to the Directors at the time of its preparation. The Company is under no obligation to update or revise the Strategic Report during 2026. The expectations set out in the forward-looking statements are reasonable but may be influenced by several variables which could cause actual results or trends to differ materially. Forward-looking statements need to be read in context with actual historic information provided. The Company's shareholders are cautioned not to place undue reliance on the forward-looking statements. Shareholders should note that the Strategic Report has not been audited.

CORPORATE GOVERNANCE

DTR 7.2 requires certain information to be included in a corporate governance statement set out in the Directors' Report. The Group has an existing practice of issuing a separate Corporate Governance Code Compliance Report as part of its Annual Report and Accounts. The information required by the Disclosure Guidance and Transparency Rules and the UK Financial Conduct Authority's Listing Rules (UKLR 6.6) is located on pages 47 to 94.

DIRECTORS

The Directors, as at the date of this report, are listed on pages 161 to 163 together with their biographical details. M Lynch-Bell held office until his retirement on 31 March 2025 and M Maharasoa held office until her resignation on 31 December 2025. Details of the Directors' interests in shares and share options of the Company can be found on page 92.

Directors who held office during the year and date of appointment

Appointment and re-election of Directors

The Board's formal Selection and Appointment Policy ensures that the procedure for appointing new Directors is formal, rigorous and transparent, and appointments are made on merit, against objective criteria. The Nominations Committee makes appointments based on merit while considering diversity (of gender, social and ethnic background), cognitive and personal strengths and specialist skill sets.

Michael Lynch-Bell, the Senior Independent Director (SID) and Chair of the Audit and Remuneration Committees, retired on 31 March 2025. The Board appointed Janet Blas as the new non-Executive Director effective 1 April 2025. Janet took up the position of Chair of the Audit Committee, while Rosalind Kainyah succeeded Michael as SID and Chair of the Remuneration Committee.

Mazvi Maharasoa resigned from the Board with effect from 31 December 2025.

The Articles of Association (82) provide that a third of Directors retire annually by rotation and, if eligible, offer themselves for re-election. However, in accordance with the Code, all the Directors retire at the AGM and, subject to being eligible, offer themselves for election or re-election. Harry Kenyon-Slaney will not be offering himself up for re-election at the 2026 AGM as his nine-year tenure comes to an end.

Payments for loss of office due to change of control

The basis for payments for loss of office to Executive Directors due to a change in control can be found on page 81.

PROTECTION AVAILABLE TO DIRECTORS

By law, the Directors are ultimately responsible for most aspects of the Group's business dealings. This means they face potentially significant personal liability under criminal or civil law, or the UK Listing, Prospectus and Disclosure and Transparency Rules, and face a range of penalties including private or public censure, fines and/or imprisonment. In line with normal market practice, the Group understands that it is in its best interests to protect its Board members from the consequences of innocent error or omission. This allows the Group to attract prudent individuals to act as Directors.

The Group maintains, at its expense, a Director and Officer's liability insurance policy to provide indemnity, in certain circumstances, for the benefit of Directors and other Group employees.

Refer to the Corporate Governance statement on page 53 for further details.

DIRECTORS' INTERESTS

No Director had, at any time during the year, a material interest in any contract of significance in relation to the Company's business. The interests of Directors in the shares of the Company are included on page 92.

SUPPLIERS AND CUSTOMERS

The Group engages extensively with suppliers and contractors to ensure alignment, mutual understanding and the sustainability of all parties.

The Group maintains sound relationships with its customers by interacting regularly in the normal course of business and at tenders. The Group continues to hold regular diamond tender viewings in Antwerp and is able to rely on its loyal customer base for support while the diamond market remains under significant pressure. The agreement entered into in 2022 with two diamond manufacturing customers to supply polished diamonds to some of the world's most premium luxury brands remained in effect in 2025.

Refer to the stakeholder relationships section on pages 11 to 14 for more details on the Group's engagement with suppliers, contractors and customers.

EMPLOYEE POLICIES AND PRACTICES

Equal opportunity is a fundamental principle of Gem Diamonds and the Group is committed to achieving equality irrespective of gender, religion, race, marital status or abilities. Refer to page 53 for more details on the Group's employee policies and practices, specifically with regard to the employment of persons with disabilities.

RESULTS AND DIVIDENDS

The Group's attributable loss after taxation amounted to US$104.0 million (US$8.6 million before exceptional items) (2024: profit of US$2.9 million).

The Group's detailed financial results are set out in the financial statements on pages 99 to 156.

The Board is not proposing a dividend based on the 2025 financial results due to the volatility in the current macro-economic outlook, the impact thereof on the diamond market, the Group's available cash resources, and the medium-term operational outlook, which will result in higher-value Satellite Pipe ore only being accessible from 2031.

The Group's dividend policy considers:

· The Group's cash resources.

· The level of free cash flow and earnings generated during the year.

· Expected funding commitments for future capital projects.

· Revolving credit facility covenant adherence.

The Board will consider special dividends in the event of significant diamond recoveries and share buyback programmes if appropriate.

GOING CONCERN

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on pages 2 to 46. The financial position of the Group, its cash flows and liquidity position are described in the Strategic Report on pages 29 to 35. In addition, Note 1.2.2, Going concern, Note 27, Financial risk management and Note 29, Financial instruments to the financial statements include the Group's going concern policy and assessment; its objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit and liquidity risk.

The going concern assumption is dependent on the successful refinancing of the Group's RCFs, expiring in December 2026, which falls within the going concern period. The Board acknowledges that the refinancing of the facilities remains an important consideration of its going concern assessment and has engaged with the lenders on the process and timing to renew the facilities prior to expiry. If the renewal is not successful, it may indicate a material uncertainty and cast significant doubt on the Group's ability to continue as a going concern in the absence of other mitigating actions. The Directors have a reasonable expectation that these RCFs will be refinanced and that the Group will have adequate financial resources to continue operations for the foreseeable future. This, in conjunction with a review of forecasts, budgets, timing of cash flows, current cost structures, sensitivity analyses and the uncertainties disclosed in this report, supports the Directors' adoption of the going concern basis in preparing the Annual Report and Accounts of the Group.

VIABILITY STATEMENT

In accordance with Provision 30 of the UK Corporate Governance Code 2024, the Directors have assessed the prospects of the Group over a period longer than the 12 months required by the "going concern" provision. The viability statement, aligned with Provision 31 of the UK Corporate Governance Code 2024, is included in the Strategic Report on page 24.

SUBSEQUENT EVENTS

Refer to Note 30 of the financial statements for details of events subsequent to the reporting date.

SHARE CAPITAL AND VOTING RIGHTS

Details of the authorised and issued share capital of the Company, including the rights pertaining to each share class, are set out in Note 17, Issued share capital and reserves, to the financial statements.

As at 17 March 2026, there were 139.9 million fully paid ordinary shares of US$0.01 each in issue and listed on the official list maintained by the Financial Conduct Authority in its capacity as the UK Listing Authority. In addition, the Company holds 1.5 million shares as treasury shares acquired during the share buyback programme that was launched in 2022. These treasury shares are not entitled to dividends and have no voting rights.

The Company has one class of ordinary shares. Shareholders have the right to receive notice of and attend, speak and vote at any general meeting of the Company. Shareholders may be present in person (or, being a corporation, by representative) or by proxy at a general meeting. Every shareholder present in person (or, being a corporation, by representative) or by proxy will have one vote in respect of every ordinary share they hold. The appointment of a proxy to vote at a general meeting must be received no less than 48 hours before the meeting's appointed time.

Shareholders have the right to participate in dividends and other distributions according to their respective rights and interests in the profit of the Company.

No shareholders have any special rights with regard to the control of the Company. The Company is not aware of any agreements between shareholders which may result in restrictions on transfers or voting rights, save as mentioned below.

There are no restrictions on the transfer of ordinary shares other than:

· As set out in the Company's Articles of Association.

· Certain restrictions may from time to time be imposed by laws and regulations.

· Pursuant to the Company's share dealing code, whereby the Directors and employees of the Company require approval to deal in the Company's ordinary shares.

At the AGM held in June 2025, shareholders authorised the Company to make on-market purchases of up to 13 973 250 of its ordinary shares, representing approximately 10% of the Company's issued share capital at that time. In 2022, the Company purchased 1 520 170 of its ordinary shares, which are being held as treasury shares and may be used to settle ESOP and GDIP awards.

At the 2026 AGM, shareholders will be requested to renew this authority. The Directors continue to consider various options and keep the authorisation under regular review. The 2026 Notice of AGM will set out the details regarding exercising voting rights and proxy appointments.

MAJOR INTERESTS IN SHARES

Details of the major interests (at or above 3%) in the issued ordinary shares of the Company are set out in the Strategic Report on page 11.

ARTICLES OF ASSOCIATION

Any proposed amendments to the Articles of Association of the Company need to be approved by shareholders by special resolution.

RESOURCE DEVELOPMENT

The most recent NI 43-101 Technical Report containing Letšeng's 2024 Resource and Reserve Statement was published in March 2024 and is available on the Group's website at www.gemdiamonds.com.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Read more about the Group's 2025 sustainability performance, including CSI investment, community participation and environmental management, in the Sustainability Report 2025, which is available at www.gemdiamonds.com.

POLITICAL DONATIONS

The Group made no political donations or incurred any political expenditure during 2025.

TCFD, CARBON EMISSIONS AND ENERGY CONSUMPTION SUMMARY

Information on the Group's decarbonisation strategy, adoption of the TCFD recommendations, carbon footprint and energy consumption can be found in the Sustainability Report 2025, which is available at www.gemdiamonds.com, and Climate Change Report on page 41.

DISCLOSURE OF INFORMATION TO AUDITOR

Each of the persons who are Directors at the time when this Directors' Report is approved confirms that, so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware and that they have taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

By order of the Board

Harry Kenyon-Slaney

Non-Executive Chairperson

17 March 2026

FINANCIAL STATEMENTS

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The Directors are responsible for preparing the Strategic Report and the Directors' Report, the Directors' Remuneration Report, the Separate Corporate Governance Statement and the Group financial statements in accordance with applicable law and regulations.

The Directors are permitted under the Listing Rules of the Financial Conduct Authority to prepare the Group financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

The Group financial statements are required by International Financial Reporting Standards issued by the International Accounting Standards Board to present fairly the financial position of the Group and the financial performance of the Group.

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 of the profit or loss of the Group for the financial period.

In preparing each of the Group financial statements, the Directors have:

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose, with reasonable accuracy at any time, the financial position of the Group and enable them to ensure that the financial statements comply with the BVI Business Companies Act and that the Directors' Remuneration Report complies with the Companies Act, 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors' statement pursuant to the Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed in the Directors' Report, confirms that, to the best of each person's knowledge:

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Gem Diamonds Limited website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.

The Directors of the Company have elected to comply with the Companies Act, 2006, in particular the requirements of Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2013 of the United Kingdom pertaining to Directors' remuneration, which would otherwise only apply to companies incorporated in the UK.

Michael Michael

Chief Financial Officer

17 March 2026

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2025

1 The comparative period has been re-presented to adjust for the discontinued operation. Refer to Note 16, Discontinued operation.

2 Exceptional items have been disclosed separately due to their material nature and infrequent occurrence.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

Approved by the Board of Directors on 17 March 2026 and signed on its behalf by:

Director Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025