REG - Tirupati Graphite - Additional CLN Issue, Corporate & Operation Update

Tirupati GraphiteAnnouncement

06/10/2025 07:00

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RNS Number : 1657C  Tirupati Graphite PLC  06 October 2025

6 October 2025

Tirupati Graphite plc

('Tirupati' or the 'Company')

Additional CLN Issuance, Corporate and Operational Update

 

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition, announces
the issue of additional convertible loan notes, the appointment of a new
interim CEO, and an update for its Vatomina project operations.

Issue of Convertible Loan Notes

·    The Company has received subscriptions for a further £300,000 of
convertible loan notes (the "Series 2 2025 CLN ") on the same terms as the
£4.5m notes issued earlier in the year ("2025 CLN", see RNS dated 12 May
2025). Subscribers include: Inland Global Limited and certain directors and
related parties as follow:

o  Mark Rollins, Executive Chairman: £16,000

o  Christian Dennis, Non-Executive Director: £5,500

o  Optiva Securities Limited (Christian Dennis is a director): £31,000

·    Inland Global Limited ("IG") was a significant investor in the 2025
CLN, having subscribed for £1.25 million of those notes, and has subscribed
for £100,000 of the Series 2 2025 CLN. As described below, IG will also be
supporting the management and Board of the Company.

·    The Series 2 2025 CLN funding will be used to bridge requirements
resulting from below-forecast performance due to delays with the planned
operational turnaround at the Vatomina project and while the Company explores
additional financing options to complete the remaining phase of the
operational improvement plan at Vatomina.

CEO

·    Mr Arun Somani has been appointed as CEO of the Company on an interim
basis, with immediate effect. The interim CEO position will not be a member of
the Board of Directors.

·    Mr Somani has been seconded from Inland Global Ltd ("IG"), of which
he is a director:

o  IG is a holding company of the trading company "Afro Gulf Commodities
Trading FZC" - which deals in Copper sales from the mines of DR Congo.

·    Mr Somani has over 25 years of experience in strategic management,
operations, and multi-industry leadership across the UAE, and has focused on
driving growth, optimizing processes, and leading cross-functional teams in
trading, commodities, mining, manufacturing, and fit-out sectors. He has been
a director of  SNK Rolling Bearing Limited since 2000, managing end-to-end
operations, including procurement, sales, finance, and administration for over
25+ years, MD of Gulf Commodities Trading FZCO, a copper trading business
since 2021, MD of African Tradex FZCO since 2015, a trading business of
electric, building material, hardware, and was Partner of LighTech Audio
Visual Rental between 2017-2025, where he led business development and
operations in AV equipment rentals for events and corporate clients.

Non-Executive Director

·    Following the new interim CEO appointment, Mr James Nieuwenhuys has
been appointed as Non-Executive Director, transitioning from his previous role
as CEO and an executive director, with immediate effect. James will continue
to support the Company as an advisor.

IG Right to Appoint a Board Member and Relationship Agreement

·    The Company and IG have entered into an agreement, under which IG has
the right to appoint a board member provided it:

o  holds its current investment in the 2025 CLN notes; or

o  it is directly or indirectly interested in Voting Rights representing more
than 10 per cent. (10%) of the rights to vote at a General Meeting of the
Company attaching to ordinary shares.

·    IG has confirmed that it will not exercise its right to appoint a
Board member while Mr Arun Somani serves as Interim CEO.

·    The Company and IG have also entered into a Relationship Agreement:
conditional on it holding a qualifying interest in ordinary shares carrying 20
per cent (20%) or more of the Company's voting share capital, IG undertakes
that:

o  the Group and the business shall be managed for the benefit of the
shareholders as a whole and independently of itself or any of its associates;

o  all transactions, agreements and arrangements between the Company and IG
and/or any of its associates shall be on an arm's length basis and on normal
commercial terms; and

o  the composition of the Board shall at all times include at least two
Independent Directors.

Following the planned conversion to ordinary shares of the 2025 CLN, the
Series 2 2025 CLN, and the 2019 CLN, together with adjustment for accrued
interest thereon, expected later this year, IG would hold c.12.53% of the
enlarged ordinary share capital of the Company (with the precise number at the
time depending on the date of conversion and the interest calculation
thereto).

Vatomina Operations

Production in August 2025 was below plan at 470 MTs. Nine days of mining were
lost due to adverse weather and processing was hindered by ore quality issues,
and plant operational issues.

A temporary suspension of mining operations was implemented in mid-September
2025 in order to allow time to address these issues, the installation of
additional equipment at the plant, and also allow for the refurbishment and
replacement of a number of key plant operational items, which are now due to
arrive in mid-October. The combination of these upgrades to the plant and
targeted improvements in the mining performance are expected to drive a
significant improvement in sustainable production from November onwards.

Mark Rollins, Executive Chairman of Tirupati Graphite Plc commented:

"I'd like to welcome Arun as CEO to support the ongoing Vatomina-focused
turnaround and the operational improvement and implementation plan there. We
are grateful for the continued support of Inland Global Ltd and other
subscribers with the latest fundraising,  and look forward to working closely
together going forward. I'd like to thank James for his contributions as CEO
to the turnaround at Vatomina in challenging inherited conditions from the
start of the year,  and am pleased he has agreed to continue to provide his
experience and support as an NED. We will update stakeholders later this month
regarding the resumption of operations at Vatomina, funding, the re-listing of
the Shares and conversion of the loan notes due this year. We expect to file
the audited accounts and annual report for the year ended 31 March 2025 around
the end of this month."

 Arun Somani, Chief Executive Officer of Tirupati Graphite Plc, commented:

"I am honoured to take on the role of CEO at this pivotal stage for Tirupati
Graphite. My immediate priority is to stabilise operations and resume
production at Vatomina without delay, ensuring consistency, efficiency, and
disciplined cost control. Achieving reliable output in the short term will be
the cornerstone of rebuilding confidence with our investors, partners, and
employees.

Looking beyond Vatomina, our long-term strategy is to unlock the potential of
our other mining assets, at the Sahamamy site, and in Mozambique. These
projects, combined with our operational improvements at Vatomina, will
position Tirupati to become a significant supplier of natural graphite to the
global market. I see significant opportunity to unlock further value across
both upstream and downstream areas of the business.

By balancing immediate operational focus with long-term growth ambitions, we
will strengthen the Company's foundation and deliver sustainable value
creation for our shareholders while supporting the global energy transition."

 

ENDS

For further information, please
visit https://www.tirupatigraphite.co.uk/ or contact:

 Tirupati Graphite Plc                info@tirupati.co.uk

 Mark Rollins - Executive Chairman    ir@tirupati.co.uk

 Alastair Bath - Investor Relations   +44 7356 057 265

About Tirupati Graphite Plc

 

Tirupati Graphite is a specialist graphite producer and a supplier of the
critical mineral for a decarbonised economy and the energy transition, with
leading low development capital and operating costs. The Company places a
special emphasis on green applications including renewable energy, e-mobility,
energy storage and thermal management, and is committed to ensuring its
operations are sustainable.

 

The Group's operations include primary mining and processing in Madagascar
where the Group operates two key projects, Sahamamy and Vatomina, with a
potential combined final nameplate production capacity of 36,000tpa, subject
to ongoing work at Vatomina, and redevelopment of Sahamamy, currently on care
and maintenance. The Madagascar operations produce high-quality flake graphite
concentrate with up to 97% purity and selling to customers globally.

 

The Group also holds two advanced stage, world class, natural graphite
projects in Mozambique. Work has already commenced to optimise the economics
for development of the Montepuez graphite project, which is permitted for
100,000tpa production and where substantial construction work has already been
undertaken by the predecessor.

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