OKYO Pharma Ltd 2025年年度报告和过渡报告

FORM20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-41386 OKYO Pharma Limited(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English) Guernsey(Jurisdiction of incorporation or organization) OKYO Pharma LimitedMartello CourtAdmiral ParkSt. Peter PortGuernseyGY1 3HB(Address of principal executive offices) OKYO Pharma LimitedChief Financial Officer107 CheapsideLondonEC2V 6DNUnited Kingdom+4420 7495 2379(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Copies to: Ed LukinsOrrick, Herrington & Sutcliffe (UK) LLP107 CheapsideLondon EC2V 6DNUnited Kingdom Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredNASDAQ Capital Market ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☒Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer”, “smaller reporting company”, and“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued by theInternational Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow: ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes☒No TABLE OF CONTENTS INTRODUCTION In this Annual Report on the Form 20-F references to “OKYO,” “OKYO Pharma Ltd,” “the company,” “we,” “us” and “our” refer toOKYO Pharma Ltd and its wholly owned subsidiary, OKYO Pharma Inc. Solely for convenience, the trademarks, service marks and trade names in this annual report may be referred to without the ® and ™symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent underapplicable law, their rights thereto. This