REG - Tirupati Graphite - AGM Result and Auditor Appointment

Tirupati GraphiteAnnouncement

08/08/2025 12:45

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RNS Number : 6457U  Tirupati Graphite PLC  08 August 2025

8 August 2025

Tirupati Graphite plc

('Tirupati' or the 'Company')

 

Annual General Meeting Result and Auditor appointment

 

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition held its
Annual General Meeting ('AGM') at 10:00 am today, 8 August 2025.

AGM Results

Voting on resolutions proposed in the notice of meeting sent to the
shareholders and dated 15 July 2025 took place with the results displayed
below. Resolution number 6 contained in the Notice of the AGM relating to the
re-appointment of the auditors was withdrawn by the Board. That Resolution was
withdrawn before being voted on, as the existing auditor has resigned to
facilitate the appointment of a new auditor, explained below.

Details of the votes relating to each resolution are contained in the table
below.

 

 RESOLUTION  VOTES FOR     VOTES AGAINST                VOTES TOTAL      VOTES WITHHELD
 1           46,521,877               23,311               46,545,188    28,423,536
 2           74,661,027             285,164                74,946,191    22,533
 3           46,512,566       28,433,625                   74,946,191    22,533
 4           46,502,784       28,442,454                   74,945,238    23,486
 5           47,970,507       26,974,731                   74,945,238    23,486
 7           47,932,717               24,535               47,957,252    27,011,472
 8           46,481,954       28,434,923                   74,916,877    51,847
 9           46,471,206       28,445,671                   74,916,877    51,847
 10          46,471,206       28,445,671                   74,916,877    51,847
 11          46,418,470       28,493,588                   74,912,058    56,666
 12          46,364,722       28,548,826                   74,913,548    55,176
 13          46,263,488       28,600,142                   74,863,630    105,094
 14          46,428,675       28,505,339                   74,934,014    34,710
 15          46,422,124       28,494,819                   74,916,943    51,781
 16          46,411,375       28,505,568                   74,916,943    51,781
 17          46,463,841       28,449,207                   74,913,048    55,676
 18           46,357,511      28,555,537                   74,913,048    55,676
 19          46,354,511       28,558,537                   74,913,048    55,676
 20          46,354,511       28,558,537                   74,913,048    55,676
 21          46,459,862       28,479,422                   74,939,284    29,440
 22          46,511,118       28,430,149                   74,941,267    27,457

 

Resolutions 15-22, which were Special Resolutions requiring a 75% majority of
those voting, were not passed.  These resolutions principally relate to the
disapplication of pre-emption rights for the issue of new shares, required for
the conversion rights under the convertible loan notes (CLNs) to be exercised.
In respect of the £4.5 million 2025 CLNs, the Company has in place
alternative arrangements permitting the issue of the conversion shares by
means of a share for share exchange involving the addition of an intermediate
step in the conversion mechanics using shares in a newly incorporated Guernsey
subsidiary. As a result, even though the relevant resolutions did not achieve
a 75% vote, it is expected that the 2025 CLN will be able to convert to equity
as originally planned.  Conversion of the 2019 CLN may also be achieved by
the same process.  Further details of these arrangements will be made
available in due course, as will the implications for the 2022 CLN for which
conversion may, if needed, be undertaken in a similar way.

 

Change of Auditor

The Audit Committee and Board have agreed that it would be beneficial to make
a change in the Company's auditor. The Company is pleased to report that Moore
Kingston Smith LLP, a member firm of the Moore Global network, has agreed to
act as the Company's auditor. The previous auditor, Johnsons, have accordingly
agreed to step down and tendered their resignation. Johnsons have provided
notice under s. 519 of the Companies Act that there are no circumstances
connected with their resignation to be brought to the attention of
shareholders or creditors. The Board has appointed Moore to serve as auditor
until the conclusion of the Company's next AGM.

 

 

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
combined installed final nameplate production capacity of 36,000tpa, subject
to minor capex additions. 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
resources in Mozambique.

 

 

 

 

 

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