OKYO Pharma (NASDAQ: OKYO) updates 20-F to add clawback policy exhibit

Rhea-AI Filing Summary

OKYO Pharma Limited, a Guernsey-based company whose ordinary shares of no par value trade on the Nasdaq Capital Market, has prepared Amendment No. 1 to its annual report for the year ended March 31, 2026.

The amended report only revises the exhibit table to add the company’s Clawback Policy as Exhibit 97, which had been omitted previously. OKYO states that no other disclosures have been modified and that the amendment does not reflect events after the original July 20, 2026 report. As of July 15, 2026, the company had 52,479,527 ordinary shares outstanding.

Key Figures

Ordinary shares outstanding: 52,479,527 ordinary shares Fiscal year end: March 31, 2026 Amendment number: Amendment No. 1 +1 more

4 metrics

Ordinary shares outstanding 52,479,527 ordinary shares As of July 15, 2026

Fiscal year end March 31, 2026 Fiscal year covered by the amended annual report

Amendment number Amendment No. 1 First amendment to Form 20-F for the year ended March 31, 2026

Exhibit number for Clawback Policy 97 Clawback Policy listed as Exhibit 97 in the exhibit table

Key Terms

Clawback Policy, Insider Trading Policy, XBRL Taxonomy Extension Schema Document, Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan

4 terms

Clawback Policy financial

"Exhibit 97 lists the company’s Clawback Policy."

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Insider Trading Policy regulatory

"Exhibit 19.1 refers to the company’s Insider Trading Policy."

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

XBRL Taxonomy Extension Schema Document technical

"The exhibit list includes an XBRL Taxonomy Extension Schema Document."

Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan financial

"An exhibit describes a Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:31 PM Accepted by SEC EDGAR 08/07/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What does OKYO (OKYO) change in its Form 20-F/A Amendment No. 1?

OKYO Pharma’s Amendment No. 1 only updates the exhibit table by adding its Clawback Policy as Exhibit 97. The company states that no other disclosures are modified and the amendment does not reflect events occurring after the original July 20, 2026 annual report.

Does OKYO (OKYO) update any financial or business information in this amendment?

No. OKYO Pharma explains that the amendment is limited to revising the exhibit table to include the Clawback Policy. It explicitly notes that no other disclosures in the annual report have been modified or updated for subsequent events after July 20, 2026.

How many OKYO (OKYO) ordinary shares were outstanding as of July 15, 2026?

As of July 15, 2026, OKYO Pharma had 52,479,527 ordinary shares outstanding. These are ordinary shares of no par value, which are registered under Section 12(b) and listed for trading on the Nasdaq Capital Market.

Which security of OKYO (OKYO) is registered under Section 12(b)?

OKYO Pharma has its ordinary shares of no par value registered under Section 12(b) of the Exchange Act. These ordinary shares are listed for trading on the Nasdaq Capital Market as indicated in the registration section of the annual report.

How is OKYO (OKYO) incorporating its Clawback Policy in this report?

OKYO Pharma adds its Clawback Policy as Exhibit 97 in the exhibit list, incorporating it by reference. The company states this policy was erroneously omitted from the original Form 20-F filed on July 20, 2026 and is now properly listed.

What time period does OKYO (OKYO) cover in this amended annual report?

The amended annual report of OKYO Pharma covers the fiscal year ended March 31, 2026. Amendment No. 1 does not alter that period; it only corrects the exhibit listing by adding the Clawback Policy while keeping the original financial and narrative content intact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

☐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 ended March 31, 2026

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 Limited

Martello Court

Admiral Park

St. Peter Port

Guernsey GY1 3HB

(Address of principal executive offices)

OKYO Pharma Limited

Chief Financial Officer

107 Cheapside

London EC2V 6DN

United Kingdom

+44 20 7495 2379

E-mail:kshah@okyopharma.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies to:

Ed Lukins

Orrick, Herrington & Sutcliffe (UK) LLP

107 Cheapside

London EC2V 6DN

United Kingdom

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Ordinary Shares of no par value		NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of July 15, 2026: 52,479,527 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ 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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to 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 Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for 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 reporting company, 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):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to 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 its Accounting 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 its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting 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 registrant included 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-based compensation 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:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected 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

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amended Annual Report”) amends the Annual Report on Form 20-F of OKYO Pharma Limited (the “Company” or “we”) for the year ended March 31, 2026 (the “Original Form 20-F”), filed on July 20, 2026, with the Securities and Exchange Commission (the “SEC”). The only changes made to the Original Form 20-F are to revise the Exhibit Table to include the Company’s Clawback policy, which was erroneously omitted from the previous filing.

Except as noted above, the Company has not modified, or updated disclosures presented in this Amended Annual Report. Accordingly, the Amended Annual Report does not reflect events occurring after the Original Form 20-F or modify or update those disclosures affected by subsequent events.

TABLE OF CONTENTS

PART III
Item 19		Exhibits

PART III

ITEM 19: EXHIBITS

Exhibit No.		Description
3.1**		Memorandum and Articles of Incorporation of OKYO Pharma Limited (Incorporated by reference to Exhibit 3.1 for Form 20-F filed on August 15, 2023)
8.1**		List of Subsidiaries. (Incorporated by reference to Exhibit 21.1 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.1**		OKYO Pharma Limited Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan (Incorporated by reference to Exhibit 10.1 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.2**		Executive Employment Agreement dated December 21, 2020 between Gary S. Jacob and OKYO Pharma Limited as amended on January 19, 2021. (Incorporated by reference to Exhibit 10.2 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.3**		Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated June 4, 2018 (Incorporated by reference to Exhibit 10.3 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.4**		Amendment to Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated October 22, 2018 (Incorporated by reference to Exhibit 10.4 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.5**		License Agreement dated as of May 1, 2018 by and between Tufts Medical Center, Inc. and OKYO Pharma Limited (Incorporated by reference to Exhibit 10.5 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.6**		Shared Services Agreement dated as of January 1, 2018 by and between OKYO Pharma Limited and Tiziana Life Sciences plc (Incorporated by reference to Exhibit 10.6 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.7**		License and Sublicense Agreement dated May 22, 2017 by and between On Target Therapeutics, LLC and OKYO Pharma Limited (Incorporated by reference to Exhibit 10.7 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.8**		First Amendment to the License and Sublicense Agreement dated March 25, 2021 by and between On Target Therapeutics, LLC and OKYO Pharma Limited. (Incorporated by reference to Exhibit 10.8 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.9**		Collaboration Agreement dated August 6, 2019 between Tufts Medical Center, Inc. and OKYO Pharma Limited. (Incorporated by reference to Exhibit 10.9 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
12.1*		Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*		Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2*		Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1**		Consent of PKF Littlejohn LLP (Incorporated by reference to Exhibit 15.1 to Form 20-F filed on July 20, 2026)
19.1**		Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to Form 20-F filed on July 20, 2026)
97**		Clawback Policy (Incorporated by reference to Exhibit 97 to Amendment No.1 to Form 20-F/A filed on August 12, 2025)
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed Herewith

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	OKYO Pharma Ltd
	By:	/s/ Robert Dempsey
		Robert Dempsey
		Chief Executive Officer
	Date: August 7, 2026