{"url_path":"/sec/okyo/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","accession_number":"0001493152-26-033847","cik":"0001849296","ticker":"OKYO","issuer_name":"OKYO Pharma Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","primary_entity_key":"0001849296","primary_entity_name":"OKYO Pharma Ltd"},"word_count":5489,"has_tables":true,"body_markdown":"**ITEM\n10: ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nincorporate by reference into this Annual Report the description of our amended articles of association contained in our Registration\nStatement on Form F-1 originally filed with the SEC on March 4, 2022, as amended.\n\n \n\n**C.\nMaterial Contracts**\n\n \n\nExcept\nas otherwise disclosed in this Annual Report (including the exhibits hereto), we are not currently, and have not been in the last two\nyears, party to any material contract, other than contracts entered into in the ordinary course of business.\n\n \n\n72\n\n \n\n \n\n**D.\nExchange Controls**\n\n \n\nThere\nare no governmental laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital,\nincluding the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other\npayments by us to non-resident holders of our ordinary shares, other than withholding tax requirements. There is no limitation imposed\nby English and our Guernsey law or our articles of association on the right of non-residents to hold or participate in shareholders vote.\n\n \n\n**E.\nTaxation**\n\n \n\n**Material\nU.S. Federal Income Tax Considerations for U.S. Holders**\n\n \n\n**U.S.\nFederal Income Tax Considerations for U.S. Holders**\n\n \n\nThe\nfollowing discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our Ordinary\nshares by U.S. Holders. This discussion applies to U.S. Holders that purchase our Ordinary shares pursuant to this offering and hold\nsuch Ordinary shares as capital assets for tax purposes. This discussion is based on the Internal Revenue Code, U.S. Treasury regulations\npromulgated thereunder and administrative and judicial interpretations thereof, and the income tax treaty between the United Kingdom\nand the United States, or the Treaty, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive\neffect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders\nin light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as\ncertain financial institutions, insurance companies, dealers or traders in securities or other persons that generally mark their securities\nto market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations, retirement plans, regulated investment\ncompanies, real estate investment trusts, grantor trusts, brokers, dealers or traders in securities, commodities, currencies or notional\nprincipal contracts, certain former citizens or long-term residents of the United States, persons who hold our Ordinary shares as part\nof a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated\ninvestment, persons that have a “functional currency” other than the U.S. dollar, persons who are subject to the tax accounting\nrules of Section 451(b) of the Internal Revenue Code, persons that own directly, indirectly or through attribution 10% or more (by vote\nor value) of our equity, corporations that accumulate earnings to avoid U.S. federal income tax, partnerships and other pass-through\nentities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences\nor any U.S. federal estate, gift or alternative minimum tax consequences.\n\n \n\nAs\nused in this discussion, the term “U.S. Holder” means a beneficial owner of our Ordinary shares that is, for U.S. federal\nincome tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation\nfor U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District\nof Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (i) with\nrespect to which a court within the United States is able to exercise primary supervision over its administration and one or more United\nStates persons have the authority to control all of its substantial decisions or (ii) that has elected under applicable U.S. Treasury\nregulations to be treated as a domestic trust for U.S. federal income tax purposes.\n\n \n\nIf\nan entity treated as a partnership for U.S. federal income tax purposes holds our Ordinary shares, the U.S. federal income tax consequences\nrelating to an investment in such Ordinary shares will depend upon the status and activities of such entity and the particular partner.\nAny such entity and a partner in any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences\napplicable to it (and, as applicable, its partners) of the purchase, ownership and disposition of our Ordinary shares.\n\n \n\nWe\nhave not sought, nor will we seek, a ruling from the IRS with respect to the matters discussed below. There can be no assurance that\nthe IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Ordinary\nshares or that any such position would not be sustained. Persons considering an investment in our Ordinary shares should consult their\nown tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our\nOrdinary shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.\n\n \n\n73\n\n \n\n \n\n**Passive\nForeign Investment Company (PFIC) Rules**\n\n \n\nIn\ngeneral, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (1) at least\n75% of its gross income is “passive income,” or the PFIC income test, or (2) on average at least 50% of its assets, determined\non a quarterly basis, are assets that produce passive income or are held for the production of passive income, or the PFIC asset test.\nPassive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale\nor exchange of property that give rise to passive income. Assets that produce or are held for the production of passive income generally\ninclude cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce\npassive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of\neach corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.\n\n \n\nAlthough\nPFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, based on the nature\nof our current and expected income and the current and expected value and composition of our assets, we do not believe we were a PFIC\nfor our 2025 tax year and we do not expect to be a PFIC for our current taxable year. There can be no assurance that we will not be a\nPFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS\nwill agree with our conclusion and that the IRS would not successfully challenge our position. Because of the uncertainties involved\nin establishing our PFIC status, our U.S. counsel expresses no opinion regarding our PFIC status, and also expresses no opinion with\nrespect to our predictions or past determinations regarding our PFIC status.\n\n \n\nIf\nwe are a PFIC in any taxable year during which a U.S. Holder owns our ordinary shares, the U.S. Holder could be liable for additional\ntaxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year\nthat is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s\nholding period for our ordinary shares, and (2) any gain recognized on a sale, exchange or other disposition, including, under certain\ncircumstances, a pledge, of our ordinary shares, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime,\nthe tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s\nholding period for our ordinary shares. The amount allocated to the current taxable year (*i.e*., the year in which the distribution\noccurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income\nearned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect\nfor individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable\nto underpayments of tax, will be added to the tax.\n\n \n\nIf\nwe are a PFIC for any year during which a U.S. Holder holds our ordinary shares, we must generally continue to be treated as a PFIC by\nthat U.S. Holder for all succeeding years during which the U.S. Holder holds such ordinary shares, unless we cease to meet the requirements\nfor PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our ordinary shares. If the election is\nmade, the U.S. Holder will be deemed to sell our ordinary shares it holds at their fair market value on the last day of the last taxable\nyear in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution\nregime. After the deemed sale election, the U.S. Holder’s ordinary shares would not be treated as shares of a PFIC unless we subsequently\nbecome a PFIC.\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares and one of our non-United States subsidiaries\nis also a PFIC (*i.e*., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the\nshares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and\non gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions\nor dispositions. Any of our non-United States subsidiaries that have elected to be disregarded as entities separate from us or as partnerships\nfor U.S. federal income tax purposes would not be corporations under U.S. federal income tax law and accordingly, cannot be classified\nas lower-tier PFICs. However, a non-United States subsidiary that has not made the election may be classified as a lower-tier PFIC if\nwe are a PFIC during your holding period and the subsidiary meets the PFIC income test or PFIC asset test.\n\n \n\n74\n\n \n\n \n\nIf\nwe are a PFIC, a U.S. Holder may not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized\non our ordinary shares if a valid “mark-to-market” election is made by the U.S. Holder for our ordinary shares. An electing\nU.S. Holder generally would take into account as ordinary income each year, the excess of the fair market value of our ordinary shares\nheld at the end of such taxable year over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account,\nas an ordinary loss each year, the excess of the adjusted tax basis of such ordinary shares over their fair market value at the end of\nthe taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result\nof the mark-to-market election. The U.S. Holder’s tax basis in our ordinary shares would be adjusted annually to reflect any income\nor loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares\nin any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition\nwould be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter\nas capital loss. If, after having been a PFIC for a taxable year, we cease to be classified as a PFIC because we no longer meet the PFIC\nincome or PFIC asset test, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described\nabove and any gain or loss recognized on the sale or exchange of the ordinary shares would be classified as a capital gain or loss.\n\n \n\nA\nmark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock may be considered marketable\nstock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations.\nA class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities,\non at least 15 days during each calendar quarter.\n\n \n\nThe\ntax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make\na valid Qualified Electing Fund (QEF) election. As we do not expect to provide U.S. Holders with the information necessary for a U.S.\nHolder to make a QEF election, prospective investors should assume that a QEF election will not be available.\n\n \n\n**The\nU.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own\ntax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our ordinary shares, the consequences\nto them of an investment in a PFIC, any elections available with respect to the ordinary shares and the IRS information reporting obligations\nwith respect to the purchase, ownership and disposition of ordinary shares of a PFIC.**\n\n \n\n**Distributions**\n\n \n\nSubject\nto the discussion above under “Passive Foreign Investment Company Rules”, a U.S. Holder that receives a distribution with\nrespect to our ordinary shares generally will be required to include the gross amount of such distribution in gross income as a dividend\nwhen actually or constructively received by the U.S. Holder to the extent of the U.S. Holder’s pro rata share of our current and/or\naccumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a\nU.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits,\nit may be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s\nordinary shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares, the remainder\nwill be taxed as a capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles,\nU.S. Holders should expect all distributions to be reported to them as dividends. The amount of a dividend will include any amounts withheld\nby the Company in respect of United Kingdom taxes.\n\n \n\n75\n\n \n\n \n\nDistributions\non our ordinary shares that are treated as dividends generally will constitute income from sources outside the United States for foreign\ntax credit purposes and generally will constitute passive category income. Subject to applicable limitations, some of which vary depending\nupon the U.S. Holder’s particular circumstances, any United Kingdom income taxes withheld from dividends on ordinary shares at\na rate not exceeding the rate provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability.\nThe rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of\nforeign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct\nforeign taxes, including any United Kingdom income tax, in computing their taxable income, subject to generally applicable limitations\nunder U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued\nin the taxable year. The amount of any dividend income paid in a currency other than the U.S. dollar will be the U.S. dollar amount calculated\nby reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact\nconverted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. holder should\nnot be required to recognize foreign currency gain or loss in respect of the dividend amount. A U.S. Holder may have foreign currency\ngain or loss if the dividend is converted into U.S. dollars after the date of receipt.\n\n \n\nDistributions\npaid on our ordinary shares may not be eligible for the “dividends received” deduction generally allowed to corporate shareholders\nwith respect to dividends received from U.S. corporations under the Internal Revenue Code. Dividends paid by a “qualified foreign\ncorporation’’ to non-corporate U.S. Holders are eligible for taxation at a reduced capital gains rate rather than the marginal\ntax rates generally applicable to ordinary income provided that a holding period requirement (more than 60 days of ownership, without\nprotection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirements\nare met. Each U.S. Holder is advised to consult their tax advisors regarding the availability of the reduced tax rate on dividends to\ntheir particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable\nyear (see discussion above under “Passive Foreign Investment Company Rules’’), we may not be treated as a qualified\nforeign corporation, and therefore the reduced capital gains tax rate described above may not apply.\n\n \n\nA\nnon-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid\nor the preceding taxable year) generally will be considered to be a qualified foreign corporation with respect to any dividend it pays\non ordinary shares that are readily tradable on an established securities market in the United States.\n\n \n\nThe\namount of any dividend income that is paid in Pounds Sterling will be the U.S. dollar amount calculated by reference to the exchange\nrate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted\ninto U.S. dollars on the date of receipt (actual or constructive), a U.S. Holder should not be required to recognize foreign currency\ngain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gains or losses if the dividend is converted\ninto U.S. dollars after the date of receipt (actual or constructive).\n\n \n\n**Sale,\nExchange or Other Taxable Disposition of Our Ordinary Shares**\n\n \n\nSubject\nto the discussion above under “Passive Foreign Investment Company Rules”, a U.S. Holder generally will recognize capital\ngain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares in an amount equal\nto the difference, if any, between the amount realized (*i.e*., the amount of cash plus the fair market value of any property received)\non the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the ordinary shares. Such capital gain\nor loss generally will be a long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or a long-term capital loss\nif, on the date of sale, exchange or other disposition, the ordinary shares were held by the U.S. Holder for more than one year. Any\ncapital gain of a non-corporate U.S. Holder that is not a long-term capital gain is taxed at ordinary income tax rates. The deductibility\nof capital losses is subject to limitations. Any gain or loss recognized from the sale or other disposition of our ordinary shares will\ngenerally be a gain or loss from sources within the United States for U.S. foreign tax credit purposes.\n\n \n\n**Medicare\nTax**\n\n \n\nCertain\nU.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax\non all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition\nof our ordinary shares. If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors\nregarding the applicability of this Medicare tax to your income and gains in respect of your investment in our ordinary shares.\n\n \n\n76\n\n \n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nU.S.\nHolders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our ordinary\nshares, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). In addition, each U.S. Holder who is\na shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than $100,000 for our ordinary\nshares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment.\nSubstantial penalties and other adverse circumstances may be imposed upon a U.S. Holder that fails to comply with the required information\nreporting.\n\n \n\nDividends\non and proceeds from the sale or other disposition of our ordinary shares generally have to be reported to the IRS unless the U.S. Holder\nestablishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an\naccurate U.S. taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories\nof persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding\ntax rules.\n\n \n\nBackup\nwithholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or\na credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder\non a timely basis to the IRS.\n\n \n\nU.S.\nHolders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.\n\n \n\n**EACH\nPROSPECTIVE INVESTOR IS URGED TO CONSULT THEIR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ORDINARY SHARES\nIN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES. IN ADDITION, SIGNIFICANT CHANGES IN U.S. FEDERAL INCOME TAX LAWS WERE RECENTLY ENACTED.\nPROSPECTIVE INVESTORS SHOULD ALSO CONSULT WITH THEIR TAX ADVISORS WITH RESPECT TO SUCH CHANGES IN U.S. TAX LAW AS WELL AS POTENTIAL CONFORMING\nCHANGES IN STATE TAX LAWS.**\n\n \n\n**U.K.\nTaxation**\n\n \n\nThe\nfollowing is intended as a general guide to current U.K. tax law and Her Majesty’s Revenue & Customs, or HMRC, published practice\napplying as at the date of this annual report (both of which are subject to change at any time, possibly with retrospective effect) relating\nto the holding of ordinary shares. It does not constitute legal or tax advice and does not purport to be a complete analysis of all U.K.\ntax considerations relating to the holding of ordinary shares, or all of the circumstances in which holders of ordinary shares may benefit\nfrom an exemption or relief from U.K. taxation. It is written on the basis that the Company does not (and will not) directly or indirectly\nderive 75% or more of its qualifying asset value from U.K. land, and that the Company is and remains solely resident in the U.K. for\ntax purposes and will therefore be subject to the U.K. tax regime and not the U.S. tax regime save as set out above under “U.S.\nFederal Income Taxation.”\n\n \n\nExcept\nto the extent that the position of non-U.K. resident persons is expressly referred to, this guide relates only to persons who are resident\n(and, in the case of individuals, domiciled or deemed domiciled) for tax purposes solely in the U.K. and do not have a permanent establishment\nor fixed base in any other jurisdiction with which the holding of the ordinary shares is connected, or U.K. Holders, who are absolute\nbeneficial owners of the ordinary shares (where the ordinary shares are not held through an Individual Savings Account or a Self-Invested\nPersonal Pension) and who hold the ordinary shares as investments.\n\n \n\nThis\nguide may not relate to certain classes of U.K. Holders, such as (but not limited to):\n\n \n\n \n●\npersons\nwho are connected with the Company;\n\n \n \n \n\n \n●\nfinancial\ninstitutions;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n\n77\n\n \n\n \n\n \n●\ncharities\nor tax-exempt organizations;\n\n \n \n \n\n \n●\ncollective\ninvestment schemes;\n\n \n \n \n\n \n●\npension\nschemes;\n\n \n \n \n\n \n●\nmarket\nmakers, intermediaries, brokers or dealers in securities;\n\n \n \n \n\n \n●\npersons\nwho have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment or who are or have been officers\nor employees of the Company or any of its affiliates; and\n\n \n \n \n\n \n●\nindividuals\nwho are subject to U.K. taxation on a remittance basis.\n\n \n\n**THESE\nPARAGRAPHS ARE A SUMMARY OF CERTAIN U.K. TAX CONSIDERATIONS AND ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS\nOF ORDINARY SHARES OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THE ORDINARY SHARES IN THEIR OWN\nSPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN PARTICULAR, NON-U.K. RESIDENT OR DOMICILED PERSONS ARE ADVISED TO CONSIDER THE\nPOTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.**\n\n \n\n**Dividends**\n\n \n\n**Withholding\nTax**\n\n \n\nDividends\npaid by the Company will not be subject to any withholding or deduction for or on account of U.K. tax, irrespective of the residence\nor particular circumstances of the holders of ordinary shares.\n\n \n\n**Income\nTax**\n\n \n\nAn\nindividual U.K. Holder may, depending on his or her particular circumstances, be subject to U.K. tax on dividends received from the Company.\nAn individual holder of ordinary shares who is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. income\ntax on dividends received from the Company unless he or she carries on (whether solely or in partnership) a trade, profession or vocation\nin the U.K. through a branch or agency to which the ordinary shares are attributable. There are certain exceptions for trading in the\nU.K. through independent agents, such as some brokers and investment managers.\n\n \n\nAll\ndividends received by an individual U.K. Holder from us or from other sources may form part of that U.K. Holder’s total income\nfor income tax purposes and may constitute the top slice of that income. A nil rate of income tax will apply to the first £500\nof taxable dividend income received by the individual U.K. Holder in a tax year. Income within the nil-rate band will be taken into account\nin determining whether income in excess of the £500 tax-free allowance falls within the basic rate, higher rate or additional rate\ntax bands. Dividend income in excess of the tax-free allowance will (subject to the availability of any income tax personal allowance)\nbe taxed at 8.5 per cent. to the extent that the excess amount falls within the basic rate tax band, 33.75 per cent. to the extent that\nthe excess amount falls within the higher rate tax band and 39.35 per cent. to the extent that the excess amount falls within the additional\nrate tax band.\n\n \n\n**Corporation\nTax**\n\n \n\nA\ncorporate holder of ordinary shares who is not resident for tax purposes in the United Kingdom should not be chargeable to U.K. corporation\ntax on dividends received from the Company unless it carries on (whether solely or in partnership) a trade in the United Kingdom through\na permanent establishment to which the ordinary shares are attributable.\n\n \n\n78\n\n \n\n \n\nCorporate\nU.K. Holders should not be subject to U.K. corporation tax on any dividend received from the Company so long as the dividends qualify\nfor exemption, which should be the case, provided the dividends fall within an exempt class and certain conditions are met. If the conditions\nfor the exemption are not satisfied, or such U.K. Holder elects for an otherwise exempt dividend to be taxable, U.K. corporation tax\nwill be chargeable on the amount of any dividends (at the current rate of 25%).\n\n \n\n**Chargeable\nGains**\n\n \n\nA\ndisposal or deemed disposal of ordinary shares by a U.K. Holder may, depending on the U.K. Holder’s circumstances and subject to\nany available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes\nof U.K. capital gains tax and corporation tax on chargeable gains.\n\n \n\nIf\nan individual U.K. Holder who is subject to U.K. income tax at either the higher or the additional rate is liable to U.K. capital gains\ntax on the disposal of ordinary shares, the current applicable rate will be 20%. For an individual U.K. Holder who is subject to U.K.\nincome tax at the basic rate and liable to capital gains tax on such disposal, the current applicable rate would be 10%, save to the\nextent that any capital gains when aggregated with the U.K. Holder’s other taxable income and gains in the relevant tax year exceed\nthe unused basic rate tax band. In that case, the rate currently applicable to the excess would be 20%.\n\n \n\nIf\na corporate U.K. Holder becomes liable to U.K. corporation tax on the disposal (or deemed disposal) of ordinary shares, the main rate\nof U.K. corporation tax (currently 25%) would apply. Indexation allowance is not available in respect of disposals of ordinary shares\nacquired on or after January 1, 2018 (and only covers the movement in the retail prices index up until March 31, 2017, in respect of\nassets acquired prior to that date). A holder of ordinary shares which is not resident for tax purposes in the United Kingdom should\nnot normally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of ordinary\nshares unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the United Kingdom through\na branch or agency (or, in the case of a corporate holder of ordinary shares, through a permanent establishment) to which the ordinary\nshares are attributable. However, an individual holder of ordinary shares who is treated as resident outside the United Kingdom for the\npurposes of a double tax treaty, or who has ceased to be resident for tax purposes in the United Kingdom for a period of less than five\nyears and who disposes of ordinary shares during that period may be liable on his or her return to the United Kingdom to U.K. tax on\nany capital gain realized (subject to any available exemption or relief).\n\n \n\n**Stamp\nDuty and Stamp Duty Reserve Tax**\n\n \n\n*The\ndiscussion below relates to the holders of our ordinary shares or ordinary shares wherever resident, however it should be noted that\nspecial rules may apply to certain persons such as market makers, brokers, dealers or intermediaries.*\n\n \n\n**Issue\nof Shares**\n\n \n\nNo\nU.K. stamp duty or stamp duty reserve tax, or SDRT, is payable on the issue of the ordinary shares in the Company.\n\n \n\n**Transfers\nof Shares**\n\n \n\nTransfers\nof the ordinary shares (including instruments transferring ordinary shares and agreements to transfer ordinary shares) are not subject\nto UK stamp duty or UK SDRT.\n\n \n\n**Issue\nand Transfers of Ordinary Shares**\n\n \n\nU.K.\nstamp duty or SDRT is not payable on the issue or transfer of (including an agreement to transfer) ordinary shares in a Guernsey incorporated\nentity. Guernsey has no issue or transfer taxes on ordinary shares.\n\n \n\n79\n\n \n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatements by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on Display**\n\n \n\nWe\nare subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information\nwith the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information filed\nwith the SEC at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain\ncopies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington,\nDC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website\nat http://www.sec.gov from which certain filings may be accessed.\n\n \n\nWe\nalso make available on our website, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments\nto these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or\nfurnished to the SEC. Our website address is www.okyopharma.com. The information contained on our website is not incorporated\nby reference in this Annual Report.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nFor\ninformation on our subsidiaries, see “Item 4C. Organizational Structure.”"}