REG - Tirupati Graphite - Final Results for year ended 31 March 2025
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RNS Number : 6232W Tirupati Graphite PLC 13 March 2026
13 March 2026
Tirupati Graphite plc
('Tirupati' or the 'Company')
Annual Report & Accounts for the year ended 31 March 2025
Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition, announces
its delayed audited annual results and filing of the Annual Report &
Financial Statements for the year ended 31 March 2025 (the "2025 Annual
Report"). The 2025 Annual Report will be made available shortly at
https://tirupatigraphite.co.uk/ (https://tirupatigraphite.co.uk/) and is being
filed with Companies House today.
Key points for the year ended 31 March 2025:
· Total production was 2,169 metric tonnes ("MT") of flake graphite,
largely from the Group's Vatomina project in Madagascar.
· Vatomina had intermittent production during the year and since, due
to a combination of weather impacts, ore quality issues, equipment failures
and a number of required upgrades and improvements being identified. A
comprehensive improvement plan was since developed, but needed additional
funding for completion;
· The Sahamamy project was in care and maintenance from March 2024;
· Operating loss: £5.2 million (FY24: £5.1 million);
· Loss before tax: £5.8 million (FY24: £0.1 million pre tax profit);
· Loss after tax: £5.9 million (FY24: £0.01 million); and
· Trading of the Company's shares though its listing on the LSE remains
suspended pending the publication of these results and the subsequent
September 2025 half year report, which is now expected to be filed very
shortly.
Mark Rollins, Chairman of Tirupati Graphite, commented:
"We are pleased to publish the delayed 2025 annual report and accounts. While
the annual report covers a very difficult period for the Company and all its
stakeholders, the turnaround initiatives in 2025 have now placed it on a much
firmer basis to realise the underlying potential of its assets.
This is a key step in returning to compliance with our listing obligations,
the final step of which will be the filing of the September 2025 interim
report, expected very shortly."
Summary of the Operating Results for the year ended 31 March 2025:
Units FY 2024-25 FY 2023-24
Total Production MT 2,169 7,096
Mining & Processing costs £'000 609 3,027
Human Resources costs £'000 331 340
Logistics, Utilities & Plant admin costs £'000 554 1,010
Decrease in inventory of inputs £'000 700 11
Total Cost of Production for units sold (Excl. Depreciation) £'000 2,278 4,388
Cost per MT of Production £ 1,050 618
Total Sales Volume Mt 2,240 7,434
Total Revenues £'000 1,575 4,904
Average Selling price per MT of Production US$ / £ per MT 899/703 828 / 660
Key takeaways from the operating results above for the year ended 31 March
2025 can be summarised below:
· Total production during the year decreased by 69%;
· Realised average selling price per MT of graphite sold was $899
per tonne, 9% higher than the previous year; and
· The operating margins for the year, before depreciation, were
negative, with high unit costs, principally due to the intermittent
production, the issues described above, combined with significant fixed or
semi-fixed costs.
Below are extracts from the Chairman's Statement in the Annual Report and
Financial Statement for the year ended 31 March 2025
I am pleased to present our Annual Report to shareholders for the year ended
31 March 2025, and to report on further significant progress in the Company's
turnaround from the crisis situation in 2024.
In my statement in the delayed 2024 annual report, I described the key events
leading to the re-structuring of the Board and re-financing of the Company in
early 2025. The new Board and management team have since continued to
stabilise the Company and put our Madagascar mining operations on a path to
realise their production potential.
The financial results for the year ended 31 March 2025 covered by this Report
mostly relate to the troubled period in 2024, with intermittent production
operations, distressed finances and poor governance, which led to the
shareholder initiative to require re-structuring of the Board in December
2024. Since we restarted mining operations at Vatomina on 1 February 2025, we
have both seen the potential of the mines and facilities to export graphite in
substantial volume, but also experienced a number of significant challenges
with the existing mining operations.
Challenges have included: inadequate mining equipment in place to achieve
required volumes of ore production; processing equipment in a poor state and
frequent failures, with few spare parts available; mining being undertaken
from sub-optimal mine areas with low graphite yield, due to previous lack of
drilling and mine development strategy; lower process capacity that previous
management had stated, creating bottlenecks, and infrastructure that could not
cope with prevailing wet conditions for much of the year. Heavy rainfall has
also led to numerous production outages since March 2025.
We are overcoming these challenges through a comprehensive programme of
improvements. We relocated facilities from the presently inactive Sahamamy
project to the operational Vatomina mine to create capacity for profitable
levels of production; we have increased the mining fleet; made numerous
changes and upgrades in the graphite processing and recovery units; improved
roads and infrastructure; undertaken some drilling to plan mine development
and opened a new mine area at BK6, and recruited new personnel. These measures
and plans are more fully described in the relevant sections of the Strategic
Report.
In addition, we have implemented numerous improvements in HSE, business
process, and reporting and strengthened management with new recruits.
The results reported for 2024/25 reflect the difficulties encountered last
year, with production at 2,169 Mt in FY 2024/25 (all from Vatomina), a
reduction from FY 2023/24 (7,096 Mt) due to intermittent mining operations.
The second Madagascar project, Sahamamy, had been placed on a care and
maintenance basis from April 2024. This resulted in an operating loss of £5.2
million, reflecting the low production but a high fixed cost base.
The loss before tax was £5.8 million. Not only was the Group operating at a
loss and unable to sustain production operations in 2024, but it had raised
approximately £1 million from prepaid advances for graphite sales that it was
in no realistic position to deliver at that time. These advances have since
been fully settled either by repayment or physical delivery by May 2025, since
the restart of production. The backlog of other creditors which had been built
up in 2024 is steadily being reduced.
We have previously reported on the £4.5 million re-financing, through a
convertible loan note, which we completed after the 31 March 2025 financial
year end. Since then, we have raised a further £0.3 million in September 2025
and received commitments in December 2025 for an additional £3.1 million in
convertible loan notes (£0.7 million) and a conditional placing of new shares
(£2.4 million). The Company can convert all the 2025 convertible loan note
issues to equity as soon as the resulting conversion shares can be issued and
admitted to trading through restored trading under the LSE listing. Liquidity
will continue to require careful management for the next few months, but as
production ramps up we expect to start to produce free cash flow from the
Vatomina mine and to be able to develop the business further from that
platform.
International markets continue to show strong demand for graphite products
sourced from outside China and to support the energy transition through
battery manufacture. This provides a robust backdrop for our plans to grow our
production levels.
We plan to evaluate opportunities to re-develop the Sahamamy licence area
using the existing facilities and mining from more productive areas,
potentially including new concession areas adjoining Sahamamy which are in the
late stage of the application process.
Our operations in Madagascar have not been significantly impacted by recent
social unrest and the change in government, nor the cyclone last month.
In Mozambique, our concessions remained in force majeure through 2024/25 due
to security concerns from insurgency activity in the region. But looking
ahead, there remains significant potential there from the very substantial
resource base.
With the publication of this annual report and financial statements, and the
30 September 2025 half year report following, the Company's listing on the
London Stock Exchange, suspended since August 2024, should now be able to be
restored. We have been delayed in financial reporting by the former CEO and
his controlled service company in India denying the Company access to its
previous accounting systems and data, by withholding the administrative
access, since his termination, as well as a delay in the 31 March 2024
accounts and audit which the Company should have completed during 2024.
We expect that very shortly we will publish a Prospectus including an updated
Competent Persons Report ("CPR") on the Group's graphite resource volumes.
The Prospectus is to permit the issue of new equity shares, mainly for the
Company to exercise its right to convert to equity the convertible notes
issued or amended in 2025 as well as for the December 2025 placing, and
thereby substantially increase equity.
The updated CPR confirms the resource levels in Madagascar and re-confirms
those acquired in Mozambique.
We have welcomed Arun Somani, seconded from our major investor, Inland Global
Ltd, as Interim CEO. James Nieuwenhuys, who acted as CEO since the leadership
changes at the start of 2025, will continue to serve as a non executive
director and adviser. We expect to complete steps to strengthen the Board
shortly, and with the completion of this stage of the turnaround project, I
will assume a non-executive role as Chairman.
Achieving all the steps outlined above has required very considerable
resilience and flexibility from our local workforces and Group management. The
Board is grateful to them for their determination to complete the turnaround,
and to shareholders, investors and all stakeholders for their support.
Summary of the Financial Results for the year ended 31 March 2025
The Group reported a loss after tax for the year ended 31 March 2025 (FY2025)
of £5.9 million, and a pre-tax operating loss of £5.8 million.
The operating loss for FY 2025 (2024: £5.1 million loss) resulted from a
combination of the Madagascar mines producing a negative gross margin when
operational, and high administration expenses in the period. The low margin
reflected high unit operating costs as described above. Administration
expenses of £3.4 million at the group level reflected an unusually high level
of legal and professional fees (£0.45 million) partly associated with the
Board representation issues but also the level of salaries paid to the
previous leadership of the Company.
Interest expense was £0.66 million (2024: £0.4 million).
As a result, loss after tax was £5.9 million (2024: £13 thousand loss) and
loss per ordinary share was 4.9 pence per share (2024: 0.01 pence loss per
share).
Liquidity and Capital Resources
Following the severe financial stress of 2024, in early 2025 the
re-constituted Board implemented new financing, through subscription for a new
convertible loan note ("2025 Series 1 CLN") , as well as negotiating
re-scheduling with certain key creditors and amendments to certain existing
finance terms. As at 31 March 2025, £1.6 million had been received in advance
subscriptions for the new CLN. Post year end, the CLN issue was closed with
£4.5 million received and the new notes issued.
Cash balances as at 31 March 2025 comprised £0.17 million (2024: £0.19
million). The Group continues to monitor liquidity very closely. Assumptions
behind the going concern basis of preparation of the 2025 financial
statements, and the key milestones which need to be achieved, are described in
detail in the following sections.
Events Subsequent to 31 March 2025
a. Suspension of Share Trading: trading in the Company's shares on the
London Stock Exchange remains suspended as at the date hereof. The required
filing date for these financial statements under the listing regulations was
31 July 2025, and since that deadline was not met, trading remains suspended
until the Company is in compliance in respect of its financial reporting
obligations, expected to follow the publication of these accounts and 30
September 2025 half year accounts. The delay in filing of these financial
statements is principally due to the consequential impact of late filing of
the 31 March 2024 audited financial statements, completed in July 2025,
resulting from the Company's distressed financial situation in 2024 and the
subsequent withholding of access to accounting data and systems in 2025 by the
former CEO, following his termination.
b. 2025 Series 1 Convertible Loan Note issue: The Company completed the
issue of £4.5 million of the 2025 Series 1 CLN having received additional
funds since 31 March 2025 of £2.94 million. The principal terms of the 2025
series 1 CLN at issue were as follows:
a. Final maturity 31 December 2025;
b. Conversion price 3.75p per ordinary share;
c. For each conversion share issued, the noteholder
will also receive 1 warrant to subscribe for an ordinary share at 3.75 pence;
and
d. Conversion at the option of the noteholder and at the
election of the Company as described below.
The Series 1 CLN has since been amended by agreement of the requisite majority
of noteholders to extend the final maturity date to 31 March 2026 and amend
the warrant terms to a 2 for 5 basis. The issue of the Series 3 CLN and
Placing described below triggered an adjustment event for the Series 1 CLN,
amending the conversion price to 1.5 pence per ordinary share. The 2025 CLN
can be converted to Ordinary Shares of the Company by notice from the Company
as soon as the resulting conversion shares can be admitted to trading, which
requires lifting of the suspension of share trading referred to above, as well
as the approval of a Prospectus for the issue of the new shares by the UK FCA.
To that end, a draft Prospectus has been submitted to the FCA for review. The
Company established a new Guernsey- incorporated subsidiary, TGF Limited, in
May 2025. Holders of the 2025 CLN have agreed that the conversion shares will
be issued by way of an exchange of the CLN for redeemable shares of TGF
Limited which in turn will be exchanged for Ordinary shares in the Company.
c. 2025 Series 2 Convertible Loan Note issue: The Company completed
the issue of £0.3 million of the 2025 Series 2 CLN in October 2025. The
principal terms of the 2025 Series 2 2025 CLN are the same as for the 2025
Series 1 Convertible Loan Note described above and the same amendments have
since been agreed by the requisite majority of noteholders.
d. Convertible loan note amendments: Terms of the existing 2019 and 2022
CLNs were amended by resolutions approved by the required majority of holders
of both series of Notes in June 2025 and further amended in January 2026.
The terms of the 2019 issue of £909,000 convertible loan have been amended
as follows:
a. Conversion price amended to 2.5 pence per Ordinary
Share;
b. Final Maturity Date amended to 31 March 2026;
c. Conversion at the option of the noteholder or the
Company. Issue of a conversion notice by the Company is subject to the
conversion shares being able to be admitted to trading and approval of a
Prospectus on the same basis as described above for the 2025 CLN. Holders of
the 2019 CLN have agreed to the issue of conversion shares by way of an
exchange of the CLN for redeemable shares of TGF Limited which in turn will be
exchanged for ordinary shares in the Company; and
d. Interest amended to 16% per annum with backdated
effect from 1 July 2024. Interest is to be rolled up in the principal amount
due at conversion or redemption. At the election of the Company, that interest
may be paid in Ordinary Shares at conversion or redemption, calculated
at 3.75 pence per Ordinary Share to 30 June 20225 and 2.5 pence thereafter.
The terms of the 2022 issue of £1,862,500 convertible loan notes have been
amended as follows:
a. Conversion price amended to 3.75 pence per ordinary
share;
b. Final Maturity Date amended to 31 March 2027; and
c. Interest amended to 16% per annum with backdated
effect from July 2024 to 26 July 2025 and to 15% per annum from 27 July
2025 onwards. Interest is to be rolled up in the principal amount due at
conversion or redemption. At the election of the Company, interest to 26 July
2025 may be paid in Ordinary Shares at conversion or redemption, calculated
at 3.75 pence per Ordinary Share. Interest for the periods subsequent to
26 July 2025 will be paid in cash.
e. 2025 Series 3 Convertible Loan Note issue ("2025 Series 3 CLN"): The
Company completed the issue of £0.74 million of the 2025 Series 3 CLN in
December 2025. The principal terms of the Series 3 2025 CLN are as
follows:
a. Final maturity 31 March 2026;
b. Conversion price 1.5p per ordinary share;
c. Interest at 10% per month payable in ordinary
shares at conversion;
d. For each conversion share issued, the noteholder will
also receive 1 warrant to subscribe for an ordinary share at 3.75 pence; and
e. Conversion at the option of the noteholder and at the
election of the Company subject to the same conditions as for the 2025 Series
1 CLN noted above, with the same arrangement for conversion involving TGF
Limited having been agreed.
f. Share Sub-division: at a General Meeting in January 2026
shareholders approved a resolution to reduce the nominal value of the ordinary
shares of the Company by way of a sub-division of the issued share capital
such that each ordinary share is sub-divided into one new ordinary share of
1.0 pence par value and one deferred share of 1.5 pence par value. The
deferred shares have no significant rights attached to them and carry no right
to vote or participate in a distribution of surplus assets and will not be
admitted to listing or trading.
g. Share Placing ("Placing"): the Company received commitments in
December 2025 for £2.4 million by way of a conditional placing of new
ordinary shares issued at 1.5 pence per share. The Placing is conditional on:
the sub-division and authorising resolution for the share issue being approved
by shareholders, which approvals were obtained at the aforementioned General
Meeting in January 2026; on the amendments to the 2019 and 2025 Series 1 and 2
CLNs described above having been approved by the requisite majority of
noteholders, which has also been satisfied, and on the Placing shares being
able to be admitted to trading which requires satisfaction of the same
conditions as for the prospectus and re-listing as noted for conversion of the
2025 Series 1 and 2 CLNs described above.
h. Warrants: the Company has obligations arising from the financing
transactions completed post year end to issue: (i) 6.64 million warrants to
brokers under fee arrangements for the financing transactions completed after
the 31 March 2025 year end, exercisable at 3.75 pence per share and with a
three year duration; (ii) 2.9 million warrants to brokers under fee
arrangements for the financing transactions completed in December 2025,
exercisable at 1.5 pence per share and with a three year duration. Out of that
total, 8.1 million warrants are due to Optiva Securities Limited. Rights to
additional broker warrants exercisable at 1.5 pence per share will be
triggered by the completion of the Placing referred to above.
i. Director loans: £0.05 million of loans from directors have been
exchanged for additional 2022 CLNs;
j. Potential legal proceedings: as explained in Note 29, the Company
has received correspondence in late 2025 on behalf of Mr S Poddar and Ms P
Poddar seeking to recover sums in respect of alleged monies due in respect of
unpaid directors' fees and remuneration.
k. Mr. Arun Somani was appointed as interim CEO of the Company in
October 2025, with Mr. James Nieuwenhuys becoming a non executive Director.
l. A cyclone in February 2026 affected the region of the Group's
mines in Madagascar. While no significant damage was caused to facilities or
equipment at the mines, some damage to access roads did occur as well as
damage at Toamasina, the port used for export of graphite, which has caused
some short term interruptions to shipments and damage to rented warehouse
facilities, for which alternatives are expected to be available. It is not
expected that the cyclone impact will have significant lasting impact.
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
Notes 2025 2024
£'000 £'000
Continuing operations
Revenue 6 1,575 4,904
Cost of sales 7 (2,278) (4,389)
Depreciation of operating assets (1,165) (1,497)
Gross loss (1,868) (982)
Administrative expenses 9 (3,367) (4,093)
Operating loss (5,235) (5,075)
Impairment charge 17 - (799)
Gain on bargain purchase 5 - 6,136
Loss on sale of PP&E (64) -
Finance income 8 150 204
Finance costs 12 (664) (403)
(Loss) / profit/before income tax (5,813) 63
Income tax expense 13 (71) (76)
Loss for the year attributable to owners of the Company (5,884) (13)
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange gain on translation of foreign operations
107 1,134
Total comprehensive (loss) / income for the year attributable to the Group (5,777) 1,121
Loss per share attributable to owners of the Company: Pence per share Pence per share
From total and continuing operations:
Basic and diluted (pence) 14 (4.49) (0.01)
The accompanying accounting policies and notes are an integral part of these
financial statements.
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Company statement of comprehensive
income. The loss for the Company for the year was £3.010 million (2024:
£3.904 million).
Consolidated and Company Statement of Financial Position
As at 31 March 2025
Note Group Company
2025 2024 2025 2024
Restated Restated (note 31)
(note 31)
£'000 £'000 £'000 £'000
Non-current assets
Investments in subsidiaries 16 - - 24,875 23,904
Property, plant and equipment 17 18,867 19,898 - -
Deposits 42 30 - -
Intangible assets 15 3,276 3,569 - -
Total non-current assets 22,185 23,497 24,875 23,904
Current assets
Inventory 19 503 1,210 - -
Trade and other receivables 18 2,331 2,657 3,178 3,637
Restricted cash and cash equivalents 31 1,777 1,809 - -
Cash and cash equivalents 172 186 126 101
Total current assets 4,783 5,862 3,304 3,738
Current liabilities
Trade and other payables 20 3,621 2,758 2,377 1,345
Borrowings 21 3,049 1,113 3,049 909
Equity subscription advance received - 703 - 703
Total current liabilities 6,670 4,574 5,426 2,957
Net current (liabilities) / assets (1,887) 1,288 (2,122) 781
Non-current liabilities
Borrowings 21 1,912 1,862 1,912 1,862
Lease liability 20 37 26 - -
Provisions 22 201 - - -
Total non-current liabilities 2,150 1,888 1,912 1,862
NET ASSETS 18,148 22,897 20,841 22,823
Equity
Share capital 23 3,465 3,107 3,465 3,107
Share premium account 29,489 28,819 29,489 28,819
Warrant reserve 24 116 116 116 116
Foreign exchange reserve (917) (1,024) - -
Retained losses (14,005) (8,121) (12,229) (9,219)
TOTAL EQUITY (attributable to owners of the Company 18,148 22,897 20,841 22,823
The accompanying accounting policies and notes are an integral part of these
financial statements.
The financial statements were approved by the Board of Directors on 13 March
2026 and signed on its behalf by:
Mark Rollins
Executive Chairman
Company registration number: 10742540
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Attributable to the owners of the company
Share capital Share premium Foreign exchange reserve Share warrants reserve Retained losses Total equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2023 2,536 24,463 (2,158) 116 (8,108) 16,849
Loss for the period - - - - (13) (13)
Other Comprehensive Income: exchange translation income on foreign operations - - 1,134 - - 1,134
Total comprehensive income / (loss) for the year: - - 1,134 - (13) 1,121
Transactions with owners in their capacity as owners:
Shares issued 571 4,439 - - - 5,010
Share issue expenses - (83) - - - (83)
Balance at 31 March 2024 3,107 28,819 (1,024) 116 (8,121) 22,897
Loss for the year - - - - (5,884) (5,884)
Other Comprehensive Income: Exchange translation gain on foreign operations - - 107 - - 107
Total comprehensive income / (loss) for the year: - - 107 - (5,884) (5,777)
Transactions with owners in their capacity as owners:
Shares issued 358 670 - - - 1,028
Balance at 31 March 2025 3,465 29,489 (917) 116 (14,005) 18,148
The accompanying accounting policies and notes are an integral part of these
financial statements.
Company Statement of Changes in Equity
For the year ended 31 March 2025
Attributable to equity shareholders
Share capital Share premium Share warrants reserve Retained losses Total equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 April 2023 2,536 24,463 116 (5,315) 21,800
Loss for the period - - - (3,904) (3,904)
Total comprehensive loss - - (3,904) (3,904)
-
Transactions with owners in their capacity as owners:
Shares issued 571 4,439 - - 5,010
Share issue expenses - (83) - - (83)
Balance at 31 March 2024 3,107 28,819 116 (9,219) 22,823
Loss for the year - - - (3,010) (3,010)
Total comprehensive loss - - - (3,010) (3,010)
Transactions with owners in their capacity as owners:
Shares issued 358 670 - - 1,028
Balance at 31 March 2025 3,465 29,489 116 (12,229) 20,841
The accompanying accounting policies and notes are an integral part of these
financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
Note 2025 2024
(restated, Note 31)
£'000 £'000
Cash used in operating activities:
Loss for the year (5,884) (13)
Adjustment for:
Depreciation 17 1,260 1,522
Impairment 17 - 799
Loss on sale of property, plant & equipment 64 -
Directors' remuneration settled by issue of equity 323 -
Increase in provisions 22 201 -
Finance income 8 (150) (204)
Gain on bargain purchase 5 - (6,136)
Finance costs 12 664 403
Working capital changes:
Decrease in inventories 707 177
Decrease in receivables 336 4,486
Decrease / (increase) in restricted cash 32 (1,808)
Increase in payables 865 243
(Decrease)/increase in other assets (12) 77
Net cash used in operating activities (1,594) (454)
Cash flows from investing activities:
Purchase of property, plant & equipment 118 (1,564)
Acquisition of subsidiary 5 - (1,454)
Recovery of advance to seller of acquired subsidiary - 1,450
Net cash inflow/(outflow) from investing activities 118 (1,568)
Cash flows from financing activities:
Proceeds from shares issued (net of costs) 23 - 1,187
Proceeds from issue of convertible loan notes 21 50 -
Share application money - 703
Finance income 8 150 204
Short term borrowing proceeds 21 1,936 204
Lease repayments (11) (5)
Finance cost paid 12 (664) (403)
Net cash from financing activities 1,461 1,890
Net decrease in cash and cash equivalents (15) (132)
Effects of exchange rates on cash and cash equivalents 1 29
Cash and cash equivalents at beginning of period 186 289
Cash and cash equivalents at end of period 172 186
Note: Reconciliation of restricted cash:
Net (decrease) / increase in restricted cash and cash equivalents (32) 1,809
Restricted cash and cash equivalents at beginning of period 1,809 -
Restricted cash and cash equivalents at end of period 1,777 1,809
The accompanying accounting policies and notes are an integral part of these
financial statements.
Company Statement of Cash Flows
For the year ended 31 March 2025
2025 2024
£'000 £'000
Cash used in operating activities:
Loss for the year (3,010) (3,904)
Adjustment for:
Provision against advance to subsidiaries - 3,129
Directors' remuneration settled by issue of equity 323 -
Finance costs 531 403
Working capital changes:
Increase/(decrease) in receivables 459 (1,585)
Increase in payables 1,033 609
Net cash used in operating activities (664) (1,348)
Cash flows from investing activities:
Recovery of advance to seller of acquired subsidiary - 1,529
Loans to subsidiaries (971) (164)
Investment in subsidiaries - (1,533)
Net cash used in investing activities (971) (168)
Cash flows from financing activities:
Proceeds from shares issued (net of costs) 23 - 1,187
Proceeds from issue of convertible loan notes 21 50 -
Equity subscription advance received - 703
Short term borrowings raised 2,140 -
Finance costs (531) (403)
Net cash from financing activities 1,659 1,487
Net increase / (decrease) in cash and cash equivalents 24 (29)
Effects of exchange rates on cash and cash equivalents - -
Cash and cash equivalents at beginning of period 102 131
Cash and cash equivalents at end of period 126 102
The accompanying accounting policies and notes are an integral part of these
financial statements.
Notes to the Financial Statements
1. General Information
Tirupati Graphite Plc (the "Company") is incorporated in England and Wales
under the Companies Act 2006 and domiciled in the UK. The registered office
address and principal place of business is Eastcastle House 27/28, Eastcastle
Street, London, W1W 8DH, UK.
The Company is a public company, limited by shares. The ordinary shares of the
Company are admitted to the Equity Shares (Transition) Category of the
Official List, under the UK Listing Rules and to trading on the main market of
the London Stock Exchange ("LSE"), though trading has been suspended since
August 2024.
The principal activities of the Company are as a holding and management
company for its subsidiaries (together, the "Group"), which undertake graphite
mining and related activities and it also undertakes marketing, trading and
support activities for the Group. The Company is the parent entity of the
Group.
These consolidated financial statements are presented in pounds sterling
(rounded to the nearest £1000, for convenience), which is considered the
currency of the primary economic environment in which the Company operates,
since the Group's activities are predominantly at the development stage and
sterling is the main currency of the Group's financing.
2. Adoption of New and Revised UK-adopted International
Accounting Standards
The Group and Company have adopted all recognition, measurement, and
disclosure requirements of UK-adopted International Accounting Standards,
including any new and revised Standards and Interpretations of IFRS, in effect
for annual periods commencing on or after 1 April 2024. The following
UK-adopted International Accounting Standards or IFRIC interpretations were
effective for the first time for the financial year beginning 1 April 2024.
Their adoption has not had a material impact on the disclosures or on the
amounts reported in this financial information:
Standards/interpretations Description
IAS 1 Presentation of Financial Statements Amendments - Classification of Liabilities as Current or Non-Current
IAS 1 Presentation of Financial Statements Amendment- Non-Current liability with covenants
IFRS 16 Leases Amendments- Liability in a sale and leaseback transaction
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosure Amendments- Supplier finance arrangements
New standards and amendments which are in issue but not yet effective:
At the date of authorisation of these financial statements, the following
Standards and Interpretations were in issue and will be effective for the
first time in the period beginning 1 April 2025:
• Lack of Exchangeability - Amendments to IAS 21.
These are not expected to have a material impact on the Group. The Group and
Company have not early-adopted any of the above standards and intend to adopt
them when they become effective.
The following amendments are effective for the annual reporting period
beginning 1 April 2026:
• Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures); and
• Contracts Referencing Nature -dependent Electricity (Amendments to IFRS 9
and IFRS 7).
The following standards and amendments are effective for the annual reporting
period beginning 1 April 2027:
• IFRS 18 Presentation and Disclosure in Financial Statements;
and
• IFRS 19 Subsidiaries without Public Accountability:
Disclosures.
The Group is currently assessing the effect of these new accounting standards
and amendments.
3. Significant Accounting Policies
Basis of Preparation
These consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards (UK-adopted IAS) and in
accordance with the requirements of the Companies Act 2006. The financial
statements have been prepared on the historical cost basis.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements, are disclosed in Note 4.
The principal accounting policies adopted are set out on the following pages.
Going Concern
The financial statements are prepared on a going concern basis of accounting,
which the Board considers reasonable taking account of key factors and
uncertainties described in this note. The Directors have prepared cash flow
projections for the period to 31 May 2027 which show that the Company and the
Group can meet their ongoing liabilities as they fall due.
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report. The financial position of the Group and the Company, their cash flows
and liquidity positions are disclosed in the financial statements. As at 31
March 2025, the Group had available cash of £0.17 million, although at that
date the fund raise through issue of the 2025 series 1 CLN was also underway.
As at the date of approval of this annual report, 13 March 2026, the Group
had £0.1 million available cash but expects but expects to receive the net
proceeds of the £2.4 million conditional Placing described in Note 30 once
the related Prospectus has been approved and the placing shares can be
admitted to trading on the LSE.
The Group reported a loss after tax for the year ended 31 March 2025 of £5.9
million. The expected evolution of the business and significant post year
end events are described in the Strategic Report. In addition, the Annual
Report discloses the Group's objectives, policies and processes for managing
its business and capital, its financial risk management objectives; details of
its financial instruments; and its exposure to liquidity risk.
Through 2024 and 2025, the Group experienced an extended period of financial
distress during which production and therefore revenues were intermittent and
the Group was and has continued to be late in settling various liabilities to
creditors. From January 2025, a new Board was in place and new financing has
been raised, with amendments agreed to the maturity and terms of existing
financing and payment plans agreed with several larger creditors.
Following the steps implemented in 2025 including post the reporting period,
the remaining material uncertainties to continuing as a going concern are
therefore now considered to be the closing of the conditional share Placing
undertaken in December 2025 and the conversion of the 2019 and 2025 Series 1,2
and 3 Convertible loan notes ("CLNs") to equity before their final maturity
dates. These CLN instruments have a final maturity date (as amended in certain
cases) of 31 March 2026. See Note 30 regarding events since 31 March 2025
including the issue of Series 1,2, and 3 CLNs, the conditional Placing,
shareholder approvals and CLN amendments completed so far, which satisfy
certain of the conditions to closing of the Placing and conversion of the
CLNs. The remaining conditions to be satisfied for closing the conditional
Placing and for the Company to be able to issue the conversion notices for the
2019 and 2025 Series 1,2 and 3 CLNs to ordinary shares of the Company comprise
(i) the Company's ordinary shares having resumed trading on the LSE, which
will require the Company to be become compliant with its obligations for
financial reporting, requiring the filing of these financial statements and
subsequent unaudited half year statements to 30 September 2025; and (ii) the
approval by the FCA of a prospectus for the issue of the new conversion and
Placing shares. To that end, a draft Prospectus has been submitted to the FCA
for review, but cannot be completed until these financial statements have been
approved. The long stop date for satisfaction of the conditions under the
Placing Agreement is currently 31 March 2026. There may also be a risk that
certain investors default under their obligations under binding placing
letters they entered into with the placing agent.
The Board also recognises that the amended final maturity date of the 2022
convertible loan note, of £1.92 million plus accrued interest, falls shortly
after the 12 month period, on 31 March 2027, which will require redemption in
cash unless noteholders have served notice to convert their holding to
ordinary shares of the Company prior to that date. To the extent that
conversion has not been elected by the noteholders, and redemption in cash at
final maturity by the Company is required, the Directors may seek to
re-finance such outstanding notes or, if only required in part, redeem out of
forecast available cash resources. The Directors consider that re-financing
that amount, to the extent required after conversion elections made, would be
reasonable to assume, noting that the Company has raised or received financing
commitments for £7.9 million in 2025.
At the date of approval of these financial statements, the Directors consider
that it is reasonable to assume satisfactory outcomes to each of the above
milestones. Were the Company unable to close the Placing and require
conversion to equity of the 2019 and 2025 CLNs prior to their 31 March 2026
final maturity dates, it would be unlikely to be able to meet its cash flow
needs from revenue. Therefore, if the Company was unable to raise additional
finance and / or make alternative arrangements with the relevant providers of
finance it would likely become insolvent.
The Company notes that even though the above assumptions are considered
reasonable, there is a material uncertainty in respect of whether the Company
would achieve the milestones described above particularly given that the
Prospectus approval requirement is not within the full control of the
Directors.
Overall, taking into account the comments above, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. For these
reasons, the Directors continue to adopt the going concern basis in preparing
the financial statements.
Basis of Consolidation
Subsidiaries are all entities over which the Group has effective control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They
are de-consolidated from the date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary. Acquisitions are accounted for as a
business combination under IFRS 3 when they meet the criteria for recognition
as a business, with inputs and processes capable of creating outputs on a
standalone basis. In a business combination, the acquired assets and
liabilities are initially recorded at fair values based on an assessment of
value in use or market value. Any excess of fair value of the consideration at
the acquisition date over the aggregate fair value of the net assets acquired
represents goodwill, while a negative difference represents a bargain purchase
gain, which is recognised immediately in the income statement.
At 31 March 2025, the Group consists of Tirupati Graphite plc and its wholly
owned subsidiaries Tirupati Madagascar Ventures SARL, Establissement Rostaing
SARL, Suni Resources SA, which was acquired on 1 April 2024, and Suni Balama
Central SA which was incorporated on 1 September 2023.
In the Company financial statements, investments in subsidiaries are accounted
for at cost less impairment.
All financial statements are made up to 31 March. Where necessary, adjustments
are made to the financial statements of subsidiaries to bring the accounting
policies used into line with those used by other members of the Group.
All intra-group transactions, balances, and unrealised gains on transactions
between Group companies are eliminated on consolidation.
Segment Reporting
The Group's chief operating decision makers are considered to be the Board and
senior management who have determined that the Group has only one operating
segment, being graphite mining extraction activities, and one geographical
segment, Madagascar and Mozambique, as all the activities are closely linked
and monitored as a single segment. Its corporate activities in the UK merely
support these activities and are not seen as a separate reporting segment.
Therefore results, assets and liabilities of the operating segment are the
same as presented in the Group's primary statements.
Revenue Recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for goods or services supplied in
the course of ordinary business, stated net of discounts, returns and value
added taxes. The Group conducts its sale of goods either on a Free on Board
(FOB) or Cost Insurance Freight (CIF) basis, under industry-standard
Incoterms. Under these Incoterms as per Uniform Customs and Practices, the
point of transfer of control and risk for the goods sold to the buyer is when
the goods are loaded on the ship and a bill of lading supplied. Thus, the
point of revenue recognised by the Group is when goods have been duly sealed
in containers for transportation and charge of the containers is transferred
to the shipping line who issue the relevant shipping document as the goods are
loaded on the ship. In respect of sales on a CIF basis, as the obligations to
pay for transportation and insurance are satisfied at the point of loading,
attributable elements of revenue are also recognised on receipt of shipping
documents.
Foreign Currencies
For each entity, the Group determines the functional currency, and items
included in the financial statements of each entity are recorded using that
functional currency. The Group's consolidated financial statements are
presented in Pounds sterling, which is also the Company's functional
currency pounds sterling, which is considered the currency of the primary
economic environment in which the Company operates, since sterling is the main
currency of the Group's financing and the Group's assets are predominantly at
the development stage, notwithstanding that the Company's revenues are mainly
in US dollars. The functional currency of the subsidiaries in Madagascar and
Mozambique are the respective local currencies.
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Foreign exchange differences arising on
translation are recognised in profit or loss. For the purpose of
consolidation, the year-end assets and liabilities are converted at closing
rate. All income statement items are converted using average rates for the
year. The difference arising on such is passed through Other Comprehensive
Income and the Foreign Exchange Reserve. Translation differences arising on
inter-company loans which form part of the net investment in a subsidiary are
also recorded through Other Comprehensive Income and the Foreign Exchange
Reserve.
Taxation
Income tax represents the sum of current tax and deferred tax.
Current tax
Current tax is based on taxable profit or loss for the year. Taxable profit or
loss differs from net profit or loss as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
A provision is recognised for those matters for which the tax determination is
uncertain, but it is considered probable that there will be a future outflow
of funds to a tax authority. The provisions are measured at the best estimate
of the amount expected to become payable. The assessment is based on the
judgement of professionals within the Company supported in certain cases based
on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. The carrying amount of deferred tax
assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised based on tax
laws and rates that have been enacted or substantively enacted at the
reporting date.
No tax provision is required in respect of the only items of other
comprehensive income which arise only on consolidation and are not taxable
and/ or represent differences between book and tax bases covered by available
tax losses.
Property, Plant and Equipment
Property, Plant and Equipment (PP&E) is recognised at cost less
accumulated depreciation and any recognised impairment loss. Cost includes
borrowing costs capitalised for major assets under construction (nil for 2025
and 2024).
Depreciation of these assets commences when the assets are ready for their
intended use and is recognised so as to write off the cost of assets (other
than freehold land and properties under construction) less their residual
values over their useful lives, using the straight-line method, on the
following bases:
Processing and power equipment
10% per annum
IT equipment
20-25% per annum
Furniture and fittings
10-20% per annum
Vehicles and spares
10-30% per annum
Buildings
2-5% per annum
Mine developments assets, including infrastructure development, are recognised
as a separate category. Depreciation of mine development costs will be on a
unit of production basis once the mines are more fully developed, based on the
proportion that current period production bears to reserves. However, pending
full development and categorisation of reserves, mine development costs
including infrastructure development costs are being depreciated on a
straight-line basis at 10% per annum, which is expected to be a conservative
basis for the time being.
The estimated useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.
All expenditure on the construction, installation or completion of facilities
is capitalised as construction in progress within "Assets Under Construction".
Once production starts at a project that was under construction, all assets
included in "Assets Under Construction" are transferred into "Property, Plant
and Equipment". It is at this point that depreciation/amortisation commences.
An item of PP&E is de-recognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset. The gain
or loss arising on the disposal or scrappage of an asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and
is recognised in the income statement.
Impairment of PP&E
At each balance sheet date, the Group reviews the carrying amounts of its
capitalised PP&E and mine development assets, to determine whether there
is any indication that these assets have suffered an impairment. If any such
indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss (if any). Provision is made for
any impairment and immediately expensed in the period. Assets are assessed for
impairment within cash-generating units which typically comprise individual
concession or licence areas.
The recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted. If
the recoverable amount of an asset (or cash-generating unit) is estimated to
be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately.
Mining Exploration and Evaluation
The Group carries out exploration and evaluation activities to determine if
resources are present and warrant further evaluation expenditure with the
potential to result in an economic development. The amount of expenses
incurred are currently not material in amount and Group currently charges such
costs to the income statement and does not recognise separate assets under
IFRS 6.
Intangible assets
If the Group acquires new concessions and/or rights to explore (other than in
a business combination) any excess of the consideration over the capitalised
assets generally represents intangible exploration asset or mine development
costs, depending on the stage of activity, and including the value of rights
under the applicable concession or licence. Where a concession is held on a
renewable basis, so there is no finite life to it, no annual amortisation is
charged. Impairment in the value of intangible exploration assets is assessed
at least annually by reference to the resource volumes evaluated and plans
to progress further exploration, evaluation or development studies. When an
applicable exploration and evaluation-stage asset substantially reaches the
development stage, the costs are reclassified to mine development asset and
subsequently assessed for impairment along with PP&E, as above.
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and
those overheads that have been incurred in bringing the inventories to their
present location and condition. Cost is calculated using the weighted average
method in respect of finished product and mined ore, and on a FIFO basis in
respect of materials, supplies and spare parts. Net realisable value
represents the estimated selling price less all estimated costs of completion
and costs to be incurred in marketing, selling and distribution.
Investments
Investments in subsidiaries are held at cost less any provision for
impairment.
Financial Instruments
Initial recognition and measurement
The Group applies IFRS 9 "Financial Instruments" and has elected to apply the
simplified approach method. The classification of financial assets depends
on the nature of the assets and the purpose for which the assets were
acquired. Financial assets are measured upon initial recognition at fair value
plus transaction costs directly attributable to the acquisition of the
financial assets. The financial assets are subsequently measured at
amortised cost.
Loans and Receivables
The principal financial assets are loans, trade receivables, which arise
principally through the provision of goods and services to customers, other
receivables such as tax balances and other types of contractual monetary
assets. Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than twelve months
after the balance sheet date, which are classified as non-current assets.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short-term highly liquid investments with maturities of three
months or less. Restricted cash comprises bank deposits held as security for
bank guarantees issued in Mozambique against licence work obligations. The
bank deposits are available at short notice to the Group but not included as
available cash equivalents because in practice they are being used as
security, so do not represent available liquidity. These amounts were
previously classified as other receivables, as described in note 31.
Financial assets - impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its instruments carried at amortised cost and fair value
through profit and loss. The impairment methodology applied depends on whether
there has been a significant increase in credit risk. For trade receivables,
the Group applies the simplified approach permitted by IFRS 9, which requires
expected lifetime losses to be recognised from initial recognition of the
receivables.
Financial liabilities and equity instruments issued by the Group
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. Equity instruments issued by the Group
are recorded at the proceeds received, net of direct issued costs.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised costs, using the effective interest rate method.
Leases
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group uses the definition of a
lease in IFRS 16.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Generally, the Group uses
its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate based on the rate at it
which has secured borrowing and makes certain adjustments to reflect the terms
of the lease and type of the asset leased. The lease liability is measured at
amortised cost using the effective interest method. It is re-measured when
there is a change in future lease payments.
When the lease liability is re-measured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset or is
recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
Borrowings
Financial liabilities are recognised at amortised cost and include the
transaction costs directly related to the issuance. The transaction costs are
amortised using the effective interest rate method over the life of the
liability.
Convertible Loan Notes ("CLNs") are recorded at their issue price. Any
interest due on these CLNs is recorded on an accruals basis. On
conversion/redemption the face value of converted CLNs is reduced from the
total carried value. For CLN issues to date, the convertibility offering
within the instrument has not been assessed as a separate derivative component
in exchange of a lesser coupon as it has not been considered to be material to
the financial statements.
Other financial liabilities
Other financial liabilities are initially measured at fair value, net of
transaction costs. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method, as set out above, with
interest expense recognised on an effective yield basis.
Share based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
When the terms and conditions of equity settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value. Cancellations or settlements are treated as an acceleration of
vesting and the amount that would have been recognised over the remaining
vesting period is recognised immediately.
Share Capital and Reserves
Share capital represents the nominal value of the issued share capital.
Share premium account represents amounts received in excess of the nominal
value on the issue of share capital less any costs associated with the issue
of shares.
Retained losses represents accumulated comprehensive income for the year and
prior years excluding currency translation.
Foreign exchange reserve represents exchange differences arising from the
translation of the financial statements of foreign subsidiaries and the
retranslation of monetary items forming part of the net investment in those
subsidiaries.
Share warrant reserve represents reserve for equity component of warrants
issued as per IFRS 2 share-based payments.
4. Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of estimates and judgements. These are continually evaluated
and are based on historical experience and other factors, including
expectations of future events that are considered to be reasonable under the
circumstances.
Estimates
Estimates and assumptions may affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of sales and expenses during the reporting period. Key estimates include the
useful economic lives of PP&E; the recoverable amount of assets, including
intangible assets in respect of exploration and exploitation rights; resource
volumes and cost to extract resource used in assessments of impairment and
recoverability; and fair values of assets and liabilities used in business
combination accounting.
Estimates and assumptions concern the future; the resulting accounting
estimates will, by definition, therefore seldom equal the actual results. The
estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial period are described below.
Depreciation and Amortisation
Depreciation and amortisation rates for mine development costs normally depend
on estimates of reserves to be produced, and the portion of those totals
represented by current period production. At present, the Group recognises
only resources and no reserves at its Madagascar mines. The Group has
therefore adopted a flat 10% annual rate of amortisation for the Mine
Development Assets to date and until reserves are established as a basis for
depreciation. This was considered conservative in view of the low production
levels in 2024/25.
Estimates in impairment models
Impairment testing requires an estimation of the value in use of the
cash-generating units to which the assets have been allocated. The value in
use calculation requires estimates of the future cash flows expected to arise
from the cash-generating unit and a suitable discount rate to calculate the
present value. The cash flow models incorporate estimates of future
production, graphite prices and costs. Estimates of future production are
informed by graphite resources estimates made under JORC 2012 standards,
internally and using external experts. Future graphite prices are management
estimates and depend on global produced quantities and qualities, demand and
supply, innovation and development of the energy transition globally and
geopolitical factors affecting trade and tariffs, among other factors. Future
costs levels may vary according to the market factors such as fuel prices, ore
qualities and yields as well as inflation. Subsequent changes to the quantum
or to the timing of cash flows could impact on the carrying value of the
respective assets.
Intangible exploration assets relate to consideration for the licence or
concession on acquisition of the assets. Such assets currently have an
indefinite useful life as the Group has a right to renew exploration licences.
Management tests for impairment annually whether exploration projects have
future economic value in accordance with this accounting policy.
Fair valuations in respect of business combinations
In a business combination, the Group is required to value the consideration
provided and the fair valuation of the assets and liabilities acquired. Asset
valuations will depend on similar estimates for the future and models of
future cash generating potential as described under Estimates in impairment
models above. In addition, in 2023/24, the Group had to estimate the likely
timing and percentage recovery of VAT receivables as part of the Suni
Resources acquisition (see note 18).
Judgements
As well as relying on estimates and assumptions, the Directors make judgements
to define appropriate accounting policies and to apply to certain transactions
and evaluations, including when the effective UK-adopted IAS and
interpretations do not specifically deal with the related accounting issues.
Key areas of judgements are described in more detail below.
Business combinations
The determination of whether an acquisition of new licences, assets and
related attributes represents a business combination under IFRS 3 (required to
be accounted for at the fair value of the assets and liabilities acquired) or
a series of asset purchases to be accounted for at the allocated cost of
acquisition of the separable assets plus the liabilities assumed, is a
judgement as to whether the component parts represent an inter-related set of
processes forming a business, or not. The Directors concluded that the
acquisition of Suni Resources SA in April 2023, to create a presence across
two new concession areas in Mozambique, represented a business combination
under IFRS 3. At the time of acquisition, definitive feasibility studies had
been completed by the vendor for the Montepuez project as a basis for the
development consents already obtained, the required processes and facilities
needed for the project and as support for potential project financing. These
will now require updating, but provide a significant contribution towards a
project investment decision.
Impairment of assets
As well as the use of estimates, the process of determining whether there is
an indication of impairment or calculating any impairment requires critical
judgement, including the Group's intention to proceed with future work
programmes, the likelihood of licence, concession and permit renewal or
extensions, whether sufficient data exists to indicate that the carrying
amount of an asset is unlikely to be recovered in full and the success or
otherwise of future mine development strategies.
Resources
Estimates of reserves and resources under JORC 2012 standards requires the
exercise of technical judgements, including ore volumes, recovery factors,
plant efficiency, all of which may affect estimates of future cash flows.
Receivables
The recoverability of receivables, including VAT recoverable balances and, in
the Company accounts, intragroup receivables, has to be assessed at each
reporting date. The recoverability of VAT requires judgement on the extent of
any potential disallowances and or non payment by the relevant authorities
when claims are reviewed, though the Group's experience is that while delay in
payment is common, disallowances are ultimately not material and accordingly
no impairment of the receivables has been recognised. See Note 18 in respect
of the quantum of VAT receivables.
Provision for restoration costs
The Group takes note of the regulations set out by the government requirements
and the environmental conditions within the mining permits in the countries in
which it operates in respect of site restoration and rehabilitating
end-of-life production sites. Some work, such as construction of anti-erosion
infrastructures, dam cleaning, soil restoration and some reforestation of
areas, is undertaken on an ongoing basis. Provision for future mine
restoration and related costs in Madagascar of £0.2 million (2024: nil) has
been recognised in 2025 based on initial estimates of the existing obligations
for remediation of tailings facilities, re-planting at the mine sites and
similar, the timing of which will depend on future life of mine plans. The
new Board expects to undertake a more extensive review and quantification of
potential restoration obligations in respect of its Madagascar and Mozambique
mine sites.
5. Business Combination
The comparative information reflects the completion, on 1 April 2023, of the
Company's acquisition from Battery Minerals Limited ("BAT") of the entire
equity capital of Suni Resources SA ("Suni") a private company incorporated
in Mozambique. The acquisition was accounted for as a business combination, as
it was considered to qualify as a standalone business under the criteria set
out in IFRS 3.
Suni owns two graphite projects with approval for development and production,
being the Montepuez Project with a mining licence over an area of 3,667
hectares and the Balama Central Project, which has a mining licence over 1,543
hectares. Both projects have licences permitting build out, to an annual
production of 100,000 tonnes (in 2 stages of 50,000 tonnes each ) and 58,000
tonnes of flake graphite, per annum, respectively (with certain additional
permits still to be obtained in the case of Balama). At the date of
acquisition and since, both concessions have been in force majeure due to
security issues in that part of the country.
Under the terms of the SPA and IP Assignment as amended, the total aggregate
consideration for the acquisition was satisfied as follows:
● The issue of 12,065,500 ordinary shares of the Company in two
tranches as follows:
o 5,518,944 ordinary shares issued at Completion; and
o 6,546,556 ordinary shares issued on the eight month anniversary of
Completion;
● The payment of AUD500,000 (£269,999) in cash paid by the Company
to BAT on 25 January 2023 pursuant to the IP Assignment;
● Payment of a sum of AUD2,375,000 ( £1,260,150) to facilitate the
payment of Capital Gains Tax by BAT in connection with the disposal of Suni;
and
● Payment of AUD5,428 (£2,932) in cash.
The acquisition included shareholder debt advanced by BAT to Suni Resources
S.A., certain IP in relation to development studies and resource estimates, as
well as the assets of Suni including:
● All infrastructure and assets on the ground at the Montepuez
Project including (i) a 100 person base camp facility, (ii) the developed
construction site for setting up the proposed processing facilities (iii) the
well-constructed tailing dam, and (iv) a mobile crusher unit with capacity
sufficient for the first 50,000 tonnes;
● Long term VAT receivable balances; and
● Bank deposits pledged for the issue of guarantees in connection
with the projects and obligation of Suni to enter the production phase within
a certain time period.
The purchase consideration, including the shares of the Company valued at the
share price on the acquisition date (i.e. 31 pence per share), and the
evaluated fair valuations of assets and liabilities acquired, are as in the
table below.
£
1 Purchase consideration:
Cash paid 1,533,081
Equity issued 3,740,305
Total, (A) 5,273,386
2 Net assets of Suni:
Fair value of concessions and related property plant & equipment 9,498,6029
Bank Deposits 1,809,278
VAT receivable (fair value) 858,328
Other receivables 142,420
Cash and cash equivalents 79,086
Payables (978,413)
Total, (B) 11,409,301
Bargain purchase gain 6,135,915
(B-A)
The bargain purchase gain was recognised in the income statement in the prior
period.
Net cash outflow on Suni acquisition:
£
Cash paid 1,533,081
Less: cash acquired (79,086)
Net cash outflow 1,453,995
6. Revenue from Contracts with Customers
The Group and the Company derive revenue from customers in the following
geographical regions:
2025 USA Europe Asia Africa Total
£'000 £'000 £'000 £'000 £'000
Revenue from external customers 135 31 1,370 39 1,575
2024 USA Europe Asia Africa Total
£'000 £'000 £'000 £'000 £'000
Revenue from external customers 1,042 607 3,255 - 4,904
The following customers constituted more than 10% of the revenue, their
respective
share of revenue is detailed below:
2025 2024
£'000 £'000
Customer A 439 1,478
Customer B 288 792
Customer C 252 580
Revenues of approximately £0.98 million (2024: £2.85 million) are derived
from three customers who individually account for greater than 10% of the
Group's and Company's total revenues.
7. Cost of Sales
Cost of sales comprises:
2025 2024
£'000 £'000
Mining & Processing Costs 693 3,027
Human Resource Costs 331 341
Logistics, Utilities & Plant Admin Costs 554 1,010
Decrease in inventory 700 11
Total 2,278 4,389
8. Finance Income
Finance income includes interest earned on bank deposits which secure
guarantees of licence obligations in Mozambique.
9. Administrative Expenses
The following items have been included within administrative expenses:
2025 2024
£'000 £'000
Depreciation on other assets 95 26
Net foreign exchange loss 55 272
Professional fees and service providers 448 625
Insurance 68 45
Director emoluments 694 473
Management salaries 691 941
Brokerage 83 -
R&D exploration expenses - 33
Bank charges 70 134
Travel expenses 14 135
Community and social expenses 16 23
Guest house & camp 43 61
Security expenses 70 88
Rents & land expenses 96 64
Office expenses 185 194
Provisions* 499 149
Other admin expenses 240 830
Total 3,367 4,093
*Provisions principally represent amounts provided against unresolved claims
received from certain suppliers and provisions against certain receivables not
yet collected. This includes the matters referred to in Note 26.
10. Auditor's Remuneration
Auditor's remuneration has been included in arriving at operating loss as
follows:
2025 2024
£'000 £'000
Fees payable to the Company's auditor and their associates for the audit of
the Company and consolidated financial statements:
Current year audit
145 146
Prior year audit
62 -
Fees payable to local auditors for statutory audits of subsidiaries
3 3
11. Employee Information
The average number and annual cost of employees (including directors) was:
2025 2024
Average number of employees for the year: 523 523
£'000 £'000
Wages & salaries (for the above employees) 1,610 1,165
Social security costs 19 115
Contributions to UK defined contribution pension schemes 2 1
1,631 1,281
Directors' remuneration and transactions
2025 2024
£'000 £'000
Directors' remuneration
Emoluments, fees and payments in lieu of pension contributions 694 473
£'000 £'000
Remuneration of the highest paid director:
Emoluments and fees 266 320
Payment in lieu of retirement benefits 25 30
Refer to the Remuneration Report for further information in respect of
Directors' remuneration.
12. Finance Costs
2025 2024
£'000 £'000
Interest expense 664 403
13. Income Tax
2025 2024
£'000 £'000
(Loss) / profit on ordinary activities before tax (5,813) 63
At the standard small companies rate of UK corporation tax of 19%: (1,104) 12
Expenses not deductible for tax purposes 104 28
Tax losses carried forward (deferred tax not recognised) 1,779 1,085
Unrealised gains eliminated on consolidation (770) 41
Book profit on acquisition, not taxable - (1,166)
Short term timing differences - 76
Licence transfer tax liability 62 -
Tax charge 71 76
Analysed as:
Deferred tax charge - 76
Current tax charge 71 -
The Group has tax losses of £21.1 million (2024: £12.1 million) to carry
forward against future taxable profits. The Company has tax losses of £8.0
million (2024: £5.7 million) to carry forward against future taxable profits.
The Directors have not recognised a deferred tax asset in respect of the
losses due to the uncertainty of recovery.
The transfer tax relates to an additional liability recognised in 2025 in
relation to the acquisition of a licence in Mozambique in 2023.
Factors that may affect future tax charges:
The UK small profits corporation tax at the standard rate for the year is
19.0% (2024: 19.0%)
On 1 April 2023, the corporation tax rate increased to 25% for companies with
profits of over £250,000. A small profits rate was introduced for companies
with profits of £50,000 or less, who will continue to pay corporation tax at
19%. Companies with profits between £50,000 and £250,000 will pay tax at the
main rate reduced by a marginal relief, providing a gradual increase in the
effective corporation tax rate.
14. Loss Per Share
Basic and diluted
Loss per share is calculated by dividing the loss attributable to the equity
holders of the Company by the weighted average number of Ordinary shares in
issue during the period.
2025 2024
Continuing operations:
Loss attributable to equity holders of the Company (£'000) (5,884) (13)
Weighted average number of ordinary shares in issue 131,159,881 110,912,194
Loss per share (pence) (4.49) (0.01)
The dilutive instruments comprising all the warrants and convertible loan
notes issued by the Company have an anti-dilutive effect on loss per share.
See Note 30 regarding additional securities issued post year end which would
have significantly changed the number of potential ordinary shares in issue at
31 March 2025 for loss per share purposes had those transactions occurred
before year end.
15. Intangible Assets
Group
Cost: £'000
At 1 April 2023 3,599
Currency retranslation (30)
At 1 April 2024 3,569
Currency retranslation (293)
At 31 March 2025 3,276
Accumulated amortisation and impairment:
At 1 April 2023 -
Charge for the year -
At 1 April 2024 -
Charge for the year -
At 31 March 2025 -
Net book value:
At 1 April 2024 3,569
At 31 March 2025 3,276
Intangible assets comprise allocations of purchase consideration to rights
under mining
concessions and licences, including rights to explore, principally the
Sahamamy concession.
Intangible assets were assessed for impairment as at 31 March 2025, including
consideration of potential impairment indicators such as:
● Risk to the Group's right to explore and/or risk of the expiry in
the near future without renewal;
● Absence of planned and budgeted further exploration or evaluation;
● Whether any decision has been taken to discontinue exploration and
evaluation in an area due to the absence of a commercial level of reserves;
and
● Whether sufficient data now exists to indicate that the book value
will not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no impairment charge
was required at 31 March 2025.
16. Investments
All investments are held by the Company.
Shares in group undertakings Loans to group undertakings Total
Cost £'000 £'000 £'000
1 April 2023 3,921 - 3,921
Addition 5,438 - 5,438
Reclassification of loans - 17,346 17,346
At 1 April 2024 9,359 17,346 26,705
Addition - 971 971
31 March 2025 9,359 18,317 27,676
Impairment provisions
1 April 2023 - - -
Impairment in year - 2,801 2,801
At 1 April 2024 - 2,801 2,801
Impairment in year - - -
31 March 2025 - 2,801 2,801
Net book value:
31 March 2024 9,359 14,545 23,904
31 March 2025 9,359 15,516 24,875
Loans to group undertakings is net of an impairment provision of £2.8 million
(2024: £2.8 million) against the inter-company receivable from ER, based on
an assessment of the recoverable amount of the loan balances owed by the
subsidiary concerned within a reasonable timeframe.
The Company's investments at the reporting date in the share capital of Group
undertakings are as follows:
Company Registered location: Business activity Class of share Shareholding
Tirupati Madagascar Ventures Sarl Lot II N 95 SB BIS E, Ambatobe, Antananarivo 103, Madagascar Graphite mining Ordinary shares 98% Note (a)
Establissements Rostaing Sarl Lot II N 95 SB BIS E, Ambatobe, Antananarivo 103, Madagascar Graphite mining Ordinary shares 95% Note (b)
Suni Resources, S.A. Av. Julius Nyrere, n.º 4000, Edifício Solar das Acácias, n.º 5 e 6, Cidade Graphite mining Ordinary shares 99.9997% Note (c)
de Maputo, Mozambique
Suni Balama Central, S.A. Av. Julius Nyrere, n.º 4000, Edifício Solar das Acácias, n.º 5 e 6, Cidade Graphite mining Ordinary shares 99.978% Note (d)
de Maputo, Mozambique
a) Balance 1% each is held by Mr. S. Poddar & Mr. H. Poddar
respectively on behalf of the Company.
b) Balance 5% is held by Mr. S. Poddar on behalf of the Company.
c) Balance 0.0003% is held by Mr. S. Poddar on behalf of the Company.
d) Balance 0.022% is held by Mr. S. Poddar and M.s P. Poddar on behalf
of the Company.
17. Property, Plant and Equipment
Group Plant and machinery Mine development assets Assets under and awaiting construction (2024 restated) Total
( 2024 restated)
£ £ £ £
Cost
At 1 April 2023 8,536 4,727 227 13,490
Additions - 649 915 1,564
Acquisition of Suni Resources - 1,722 7,777 9,499
Currency retranslation (147) (82) - (229)
Reclassification 754 (527) (227) -
At 1 April 2024 (restated) 9,143 6,489 8,692 24,324
Additions 41 64 - 105
Disposal of Assets (487) - - (487)
Currency retranslations (464) (242) 71 (635)
At 31 March 2025 8,233 6,311 8,763 23,307
Depreciation & impairment
At 1 April 2023 1,875 418 - 2,293
Currency retranslation (181) (7) - (188)
Depreciation 1,175 347 - 1,522
Impairment 799 - - 799
At 1 April 2024 3,668 758 - 4,426
Currency retranslation (712) (202) - (914)
Depreciation 960 300 - 1,260
Disposal of Assets (332) - - (332)
At 31 March 2025 3,584 856 - 4,440
Carrying amount
As at 1 April 2024 5,475 5,731 8,692 19,898
As at 31 March 2025 4,649 5,455 8,763 18,867
See Note 31 regarding the restatement of 31 March 2024 PP&E balances.
Mine development assets include a Right of Use Asset with a carrying value of
£54,348 (2024: £46,499) including accumulated depreciation of £13,440
(2024: £10,403) at 31 March 2025.
Impairment tests were conducted as at the reporting date for each cash
generating unit. At 31 March 2025, the CGUs comprised: Vatomina, Sahamamy,
Montepuez and Balama Central. The recoverability of each CGU was assessed in
relation to value in use based on discounted cash flow models and the Board's
assessment of future use of component assets. The impairment tests were
conducted using discount rates in the range of 12-20% p.a. As appropriate for
each CGU, current market graphite prices and with future production based on
volumes of indicated resource and a part of inferred resource. Discount
rates principally reflect the stage of development of the asset and assessed
country risk and were assessed as follows: Vatomina:12%, Sahamamy 15%;
Mozambique assets 20%. All tests showed adequate headroom as at 31 March 2025.
Sensitivities were run to a lower graphite price and to production of a lower
proportion of inferred resource estimates for the Madagascar projects and did
not suggest any impairment provision required. The breakeven graphite sales
price assumption for the Vatomina CGU impairment test is approximately $740
per tonne. Equivalent breakeven prices for Sahamamy and Montepuez are
estimated to be approximately $620 and $720 per tonne, respectively, but
ignoring upside potential from exploration in the case of Sahamamy and
follow-on development phases at Montepuez, which has a substantial resource in
place. In practice, the greater uncertainties for Montepuez profitability are
likely to be other factors, given a final investment decision has yet to be
taken. The impairment assessments for Balama and Montepuez include a
management assumption that the Group will be able to physically access both
sites in due course, despite the ongoing insurgency in that area of
Mozambique.
In 2024 a provision of £0.8 million was recognised for impairment of certain
assets within the Sahamamy concession as a result of mining operations being
placed on a care and maintenance basis as at that date, pending further
evaluation of the mine development strategy which is likely to involve
different areas of the concession. Accordingly, certain plant and machinery
assets in respect of the development of the existing mining area were
considered impaired although value was recognised in other existing facilities
and the CGU impairment test had an overall surplus.
18. Trade and Other Receivables
Group Company
2025 2024 2025 2024
(restated)
£'000 £'000 £'000 £'000
Trade receivables 89 335 12 293
VAT receivables 2,123 2,320 5 9
Other receivables 63 1 1 -
Prepayments 56 1 55 -
Amounts owed by group undertakings - - 3,104 3,335
2,331 2,657 3,178 3,637
VAT receivables include £1.2 million in respect of recoverable Madagascar VAT
and £0.85 million in respect of recoverable Mozambique VAT (the latter
measured at fair value at acquisition; face value £1.5 million). The timing
of recovery of these balances is uncertain, but there is no track record of
material disallowances and therefore the Directors consider that no further
provision is required as at 31 March 2025.
Trade receivables are amounts due from customers for goods sold in the
ordinary course of business. They are generally due for settlement within
30-60 days and therefore are all classified as current. Trade receivables are
recognised initially at the amount of consideration that is unconditional. The
Group holds the trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at amortised
cost using the effective interest method. All sales of the Company are in USD.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. To measure the expected credit losses, trade receivables have
been grouped based on the days past due.
At 31 March 2025 Current More than 30 days More than 60 days More than 90 days Total
Expected loss rate 0% 0% 0% 80%
£'000 £'000 £'000 £'000 £'000
Gross trade receivables 464 - - - 464
Loss allowance (375) - - - (375)
At 31 March 2024 Current More than 30 days More than 60 days More than 90 days Total
Expected loss rate 0% 0% 0% 80%
£'000 £'000 £'000 £'000 £'000
Gross trade receivables 622 - - - 622
Loss allowance (287) - - - (287)
Trade receivables are provided for when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery
include, amongst others, the failure of a debtor to engage in a repayment plan
with the Group, and a failure to make contractual payments for a period of
greater than 120 days past due. As explained in Note 26, a related party
receivable balance due from Haritmay Ventures LLP of £287,000 was fully
provided against in 2024. See Note 26 regarding disputed balances with
Pranagraf, formerly a related company, in respect of both payable and
receivable balances, which includes a receivable balance of £88,000 fully
provided against in the year.
Aside from that balance, there are no significant known risks, and therefore
no further provision is made as at 31 March 2025 and 31 March 2024.
19. Inventory
Group
2025 2024
Cost £'000 £'000
Raw materials and consumables 392 825
Finished and semi-finished goods 111 385
503 1,210
Only minor amounts have been written off or provided against by the Group in
both years. The Company had no inventory as at 31 March 2025 or 2024.
20. Trade and Other Payables
Current:
Group Company
2025 2024 (restated) 2025 2024 (restated, see Note 31)
£'000 £'000 £'000 £'000
Trade payables 1,753 1,594 956 348
Other payables: social security and other taxes 186 19 31 3
Advance payments from customers 204 505 204 505
Accruals 1,478 640 1,186 489
3,621 2,758 2,377 1,345
Advance payments from customers for sales of graphite have been classified
separately from trade payables, as a restatement of the prior year figures, as
described in note 31.
In the Directors' opinion, the carrying amount of payables is considered a
reasonable approximation of fair value.
Non-current:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Lease liability 37 26 - -
The Group has taken land on lease for the Vatomina project for 18 years hence.
The current maturity figure is insignificant.
21. Borrowings
All details in this note refer to both the Company and the Group unless
otherwise stated. All of the borrowings as at 31 March 2025 described below
are unsecured and rank pari passu as unsecured obligations of the Company.
a) Summary and Maturities:
Maturities as at 31 March: Group and Company Group Company 2024
2025 2024
£'000 £'000 £'000
Within one year:
2019 CLN 909 909 909
2022 CLN 25 - -
Advances for convertible loan notes 1,560 - -
Promissory note 318 - -
Other loans 237 - -
Short term bank advances - 204 -
Total current: 3,049 1,113 909
Between 2 and 5 years:
2022 CLN 1,862 1,862 1,862
2024 CLN 50 - -
Total non current: 1,912 1,862 1,862
Total 4,961 2,975 2,771
b) 2024 CLN
During 2024, the Company issued £50,000 of convertible loan notes ("2024
CLN") with maturity dates in the period 1 February 2027 to 1 April 2027. The
2024 CLN is convertible to Ordinary Shares in the Company at the option of the
noteholders at a share price of 3.75 pence per share. Interest is payable at
12% per annum, half yearly. The Company may elect to pay any interest or
principal amount due in Ordinary Shares at a 10% discount to the recent
trading price.
c) 2025 Series 1 CLN subscriptions
As at 31 March 2025, the Company had received advance subscriptions for new
convertible loan notes (the "2025 Series 1 CLN") amounting to £1.8 million,
of which £1.56 million had been funded by that date. The 2025 Series 1 CLN
was constituted by an Instrument dated 16 April 2025 so is accounted for as a
convertible note issuance as from that date and as short term borrowings
pending issue of the loan notes as at 31 March 2025. The principal terms of
the 2025 Series 1 CLN are described in Note 30.
d) 2019 and 2022 CLNs
The Company has issued two prior series of convertible loan notes, the 2019
CLNs and 2022 CLNs, both originally (and as at 31 March 2025) having terms as
shown in the table below including being convertible at the holders' option at
the share prices shown. However, as described in Note 30, amendments have
since been agreed to the principal terms as to conversion, interest and final
maturity dates.
Term 2019 CLN terms prior to amendments described in Note 30 2022 CLN terms prior to amendments described in Note 30
Coupon 12% payable half yearly 12% payable half yearly
Maturity 31 December 2024, as amended from original 3 years from issue date 3 years from date of issue
Conversion At the holders' option At the holders' option
Conversion Price £0.45 per Ordinary Share being the IPO fund raise price per Ordinary Share £0.60 for year 1
£0.75 for year 2
£0.90 for year 3
The loan notes may also be redeemed by the Company at any time up to their
maturity.
e) Promissory Note
The balance as at 31 March 2025 represents the amount then outstanding (since
repaid at final maturity in May 2025) on a Note bearing interest at 17% pa
which was entered into in June 2024 in satisfaction for cancelling advances
for prepaid graphite deliveries received from a customer in the year.
f) Other Loans
Between April and December 2024, the Company
received £0.24 million in loans and advances from certain of its then
directors to provide working capital. The loans carry interest at 12%. The
amounts concerned and original maturity dates are as follows:
Lender Amount Original maturity date
£
M Lynch-Bell (director) 50,000 31 July 2025
M Lynch-Bell (director) 8,000 Advance, not specified
A Bath (former director) 130,000 1 April 2025
P Poddar (former director) 49,800 31 July 2025
See Note 30 regarding certain changes to the above agreed since 31 March 2025.
At 31 March 2024, Group borrowings (but not Company borrowings) also
included £0.2 million of short-term unsecured, on demand advances from local
banks in Madagascar, bearing interest at variable daily overdraft rates.
g) The following table shows movements in Group borrowings in the
year:
Group 2025 2024
£'000 £'000
Balance as on 1 April 2,975 2,772
Convertible loan notes issued 50 -
Other loans 262 203
Promissory Note 318 -
Advances for convertible loan notes 1,560 -
Repaid during the year (203) -
Balance as on 31 March 4,962 2,975
22. Provisions
The Group takes note of the regulations set out by the government requirements
and the environmental conditions within the mining permits in the countries in
which it operates in respect of the Group's obligations for restoration and
rehabilitation. Provision for mine restoration and related costs in Madagascar
of £0.2 million (2024: nil) has been recognised in 2025 based on initial
estimates of the existing obligations for remediation of tailings facilities,
re-planting at the mine sites and similar, the timing of which will depend on
future life of mine plans. The new Board expects to undertake a more
extensive review and quantification of potential restoration obligations in
respect of the Madagascar and Mozambique mine sites.
23. Share Capital
2025 2025 2024 2024
Number £'000 Number £'000
Allotted, called up and fully paid
Ordinary shares of 2.5p each 138,561,420 3,465 124,299,220 3,107
Table showing share issues during the year:
Particulars Date of Issue Number of Shares Price per share £ Amount £'000
Issue in lieu of remuneration to certain directors and staff 12 May 2024 5,209,090 0.11 573
Issue in lieu of remuneration to certain directors 5 January 2025 9,053,110 0.05 453
Total 14,262,200 1,026
As the shares issued in the year ended 31 March 2025 were in consideration of
remuneration due, they have been recognised as non-cash transactions for the
purpose of the cash flow statements.
Each ordinary share carries the right to vote at general meetings of the
Company, dividends and capital distribution (including on winding up) rights
but do not confer any rights of redemption.
24. Options and Warrants over Ordinary Shares
The following warrants and options over Ordinary shares are outstanding at 31
March 2025:
Grant Date Number of warrants/options exercisable and outstanding
Expiry Date Exercise Price (£)
31 December 2017 31 December 2025 0.30 1,000,000
31 December 2018 31 December 2025 0.40 1,520,000
31 December 2019 31 December 2025 0.40 1,620,000
Total 4,140,000
The weighted average remaining contractual life of options and warrants
outstanding as at 31 March 2025 was therefore nine months.
The table above details share options and warrants giving the right to
subscribe for new Ordinary shares of the Company, which were issued
principally to Directors and senior managers as part of their remuneration
package. No warrants or share options were issued in the years ended 31 March
2025 or 2024.
All warrants and share options are equity-settled. The fair value of these
awards has been calculated at the date of grant of the award. The fair value
of the warrants granted was calculated using a Black-Scholes model. Changes in
the assumptions can affect the fair value estimate of a Black-Scholes model.
The following were the key assumptions used to estimate the fair value of the
warrants / options issued in previous years:
● Expected Volatility: 20%
● Contractual Life of the warrant: 3 years
● Risk free interest rate: 0.38% p.a.
The following table details changes in the aggregate of warrants and share
options outstanding in the year:
2025 2024
Number Number
Opening Balance as on 1 April 5,162,222 5,913,348
Expired during the year (1,022,222) (751,126)
Closing Balance as on 31 March 4,140,000 5,162,222
In addition, as at 31 March 2025, brokers had rights to a total of 857,757
warrants which had not been issued, but of those, rights to 817,757 warrants
have since expired, leaving an outstanding right created in August 2024 to
40,000 warrants to be granted, with an exercise price of 0.0375 pence per
share and an expiry date of August 2027. The Company had not accounted for
those 40,000 warrants in 2024 as they have not yet been issued.
See Note 30 regarding rights to warrants agreed post 31 March 2025.
25. Financial Instruments
Financial risk management
The Group has exposure to the following risks from its use of financial
instruments:
● Market risk
● Credit risk
● Liquidity risk
● Currency risk
This note presents information about the Group's exposure to each of the above
risks, the Group's management of capital, and the Group's objectives, policies
and procedures for measuring and managing risk.
Capital Risk Management
The Board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
The Audit Committee oversees how management monitors compliance with the
Group's risk management policies and procedures and reviews the adequacy of
the risk management framework in relation to the risks faced by the Group.
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders as well as sustaining the future development of the business. In
order to maintain or adjust the capital structure, the Group may adjust
dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The capital structure of the Group consists of net debt, which includes loans,
convertible loan notes, cash and cash equivalents, and equity attributable to
equity holders of the company, comprising issued capital and retained
earnings.
Market Risk
The carrying amounts of cash and cash equivalents, trade and other
receivables, trade and other payables, and borrowings are all stated at book
value. All have the same fair value due to their short-term nature except VAT
receivables which were discounted at acquisition at 12% p.a. for 2 years.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk.
Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the
functional currency of the relevant Group entity. The Group's primary currency
exposure is to US Dollar, which is the currency of all intra-group
transactions as well as denomination of selling price of the products. The
Group also has some exposure to Malagasy Ariary (MGA) and Mozambican Meticals
(MZN) due to its operating subsidiaries in those countries as some costs are
based in local currency.
FX rates used, from Xe.com as on 31 March 2025, (31 March 2024) were as
follows:
MGA to GBP: 6,006.62 to 1 (5514.13 to 1)
MZN to GBP: 82.4626 to 1 (80.6399 to 1)
USD to GBP: 1.2940 to 1 (1.2623 to 1)
The Group currently does not hedge currency risk. The Group's and Company's
exposure to foreign currency risk at the end of the reporting period is
summarised below. All amounts are presented in GBP equivalent.
Group USD USD
2025 2024
Cash and cash equivalents 120 69
Trade and other receivables 100 302
Trade and other payables (521) (505)
Net exposure in GBP equivalent (301) (134)
Group MGA MGA
2025 2024
Cash and cash equivalents 33 65
Trade and other receivables 1,362 1,739
Trade and other payables (1,421) (1,336)
Net exposure in GBP equivalent (26) 468
Group MZN MZN
2025 2024
Cash and cash equivalents 2 19
Trade and other receivables 620 1,532
Restricted cash 1,777 1,809
Trade and other payables (71) (77)
Net exposure in GBP equivalent 2,328 3,283
Company USD USD
2025 2024
Cash and cash equivalents 109 69
Loans to subsidiaries 3,104 19,560
Trade and other receivables 55 1,263
Trade and other payables (1,056) (853)
Net exposure in GBP equivalent 2,212 20,039
Sensitivity Analysis
As shown in the table above, the Group is primarily exposed to changes in the
GBP:USD and GBP:MGA exchange rates. The table below shows the impact in GBP on
pre-tax loss / profit of a 10% increase/ decrease in the GBP to USD exchange
rate, holding all other variables constant. Also shown is the impact of a 10%
increase/decrease in the GBP to MGA exchange rate, being the other primary
currency exposure.
2025 Group Company
£'000 £'000
GBP:USD exchange rate increases by 10% 368 35
GBP:USD exchange rate decreases by 10% (368) (35)
GBP:MGA exchange rate increases by 10% 423 -
GBP:MGA exchange rate decreases by 10% (389) -
2024 Group Company
£'000 £'000
GBP:USD exchange rate increases by 10% 387 33
GBP:USD exchange rate decreases by 10% (387) (33)
GBP:MGA exchange rate increases by 10% 319 -
GBP:MGA exchange rate decreases by 10% (354) -
Credit risk
Credit risk is the risk that counterparties to financial instruments do not
perform their obligations according to the terms of the contract or
instrument. The Group is exposed to counterparty credit risk when dealing with
its customers and certain financing activities.
The immediate credit exposure of financial instruments is represented by those
financial instruments that have a net positive fair value by counterparty at
31 March 2025.
The Group considers its maximum exposure to be:
2025 2024
£'000 £'000
Financial assets
Cash and cash equivalents unrestricted 172 186
Loans, receivables and restricted cash, net of impairment 3,856 4,466
4,028 4,652
The Company considers its maximum exposure to be:
2025 2024
£'000 £'000
Financial assets
Cash and cash equivalents 126 101
Loans and receivables, net of impairment 3,178 3,638
3,304 3,739
All cash balances are held with investment grade banks. Although the Group has
seen no direct evidence of changes to the credit risk of its counterparties,
it continues to monitor the changes to its counterparties' credit risk.
Liquidity risk
Liquidity risk is the risk the Group will encounter difficulty in meeting its
obligations associated with financial liabilities as they fall due. The Board
is responsible for monitoring and managing liquidity and ensures that the
Group has sufficient liquid resources to meet requirements.
Available liquid resources and cash requirements are monitored using detailed
cash flow forecasts. The Directors decision to prepare these accounts on a
going concern basis is based on assumptions which are discussed in the Note 3.
In the event that the Group became aware of a situation in which it could
exceed its available liquid resources, it would apply mitigating actions
potentially involving new financing, working capital management and reduction
of its cost base.
The following are the contractual maturities of financial liabilities for the
Group:
Carrying Contractual cash flows 6 months or less 6 to 12 months 1 to 2 years 2 to 5 years
amount
31 March 2025 £'000 £'000 £'000 £'000 £'000 £'000
Non-derivative financial liabilities:
Trade and other payables 3,621 - 3,621 - - -
Borrowings 4,961 4,961 - 3,049 - 1,912
Lease liability 37 - - 37 - -
31 March 2024
Non-derivative financial liabilities:
Trade and other payables 2,758 - 2,758 - - -
Borrowings 2,975 3,152 - 1,862 - 1,113
Lease Liability 26 - - 26 - -
The following are the contractual maturities of financial liabilities for the
Company:
Carrying amount Contractual cash flows 6 months or less 6 to 12 months 1 to 2 years 2 to 5 years
31 March 2025 £'000 £'000 £'000 £'000 £'000 £'000
Non-derivative financial liabilities:
Trade and other payables 2,377 2,377 - - - -
Borrowings 4,961 4,961 - 3,049 - 1,912
31 March 2024
Non-derivative financial liabilities:
Trade and other payables 1,345 1,345 - - - -
Borrowings 2,771 2,771 - 909 - 1,862
26. Related Party Transactions
PranaGraf Materials and Technologies Private Limited ("Pranagraf", formerly
known as Tirupati Speciality Graphite Private Limited) is an entity
incorporated in India. Pranagraf was previously connected to the Company in
that both Shishir Poddar and Hemant Poddar were directors and shareholders of
Pranagraf during the periods covered by this Report, Shishir Poddar was
formerly the Company's CEO and director and Hemant Poddar is also a former non
executive director of the Company. Ms P Poddar is also understood to be a
director of Pranagraf and is a former Director of the Company. Pranagraf was
formerly used by Mr S Poddar as a channel for provision of services and
procurement, including accountancy and IT services, and materials to the
Group. Mr S Poddar and Pranagraf have, since January 2025, denied access to
the Group to its previous accounting systems and data which were administered
by Mr Poddar and Pranagraf, following the termination of Mr S Poddar's
employment with the Company. See Note 29 regarding claims from Parangraf.
During the year ended 31 March 2025 the total of purchase invoices and claims
issued to the Group by Pranagraf was approximately £0.5 million (2024: £0.8
million). Total sales to Pranagraf by the Group and Company during the year
ended 31 March 2025 were £0.4 million.
Haritmay Ventures LLP ("Haritmay") is an entity incorporated in India which
was engaged in manufacturing graphite processing machinery and equipment, some
of which the Group used in its projects. The Company was formerly connected to
Haritmay in that former CEO and significant shareholder Shishir Poddar is a
controlling shareholder of Haritmay and Ms P Poddar is also a shareholder. As
at 31 March 2025, a net amount of £287,039 (2024: £287,039) was receivable
from Haritmay. In view of the uncertainty around recovery of that amount, the
receivable balance was fully provided against in the year ended 31 March 2024.
In January 2025, the Company issued a legal notice to Haritmay for the
repayment of the £287,039. Haritmay has formally denied liability, asserting
that the balance represents advances for machinery ordered by the Group
between December 2022 and February 2023 which was partially manufactured and
that production was halted at Tirupati's instruction owing to financial
constraints. No contract or purchase order has been provided to support these
claims. Haritmay claims to maintain possession of the unfinished machinery and
reports ongoing storage costs. The Group has no requirement for any machinery
which Haritmay purports was ordered and partly manufactured.
Optiva Securities Limited ("Optiva") is a United Kingdom stock brokerage firm
that has provided broking services to the Company. Optiva is connected to
the Company as Mr Christian St.John-Dennis is a director of the Company and a
director of Optiva. For the year ended 31 March 2025, Optiva was due £93,205
(2024: £100,430) in respect of retainers, commissions and advisory fees.
Optiva also holds certain interests in Ordinary shares and convertible loan
notes of the Company, as disclosed in the Directors' Report.
Advance Graphite Materials Private Limited ("AGM") is an Indian company
involved in graphite trading and processing. AGM is majority-owned and
controlled by Mr. Hemant Poddar, a former non-executive director and a
significant shareholder of the Company. During the year ended 31 March 2025
AGM purchased US$62,500 of flake graphite from the Group (2024: nil) on arm's
length terms.
Certain directors have holdings or an interest in ordinary shares and
convertible loan notes of the Company, as disclosed in the Directors'
Report.
Certain current and former directors have provided loans to the Company as
disclosed in note 21.
The Board considers that there are no key management personnel other than the
Directors.
Company transactions with Group subsidiaries in the year ended 31 March 2025
comprised, in summary: purchases of graphite: £1.1 million (TMV & ER);
procurement of goods and services on their behalf which were re-charged (TMV
& ER): £0.50 million and funding balances due to and from the Company
with Group subsidiaries (generally non-interest bearing) which are disclosed
in the relevant notes to these financial statements.
27. Deferred Tax Assets
2025 2024
£'000 £'000
1 April - 76
Transferred to profit & loss during the year - (76)
31 March - -
The deferred tax asset in the prior year was in respect of Madagascar tax
losses.
28. Capital Commitments
There were no significant capital commitments as at 31 March 2025 or 31 March
2024.
29. Contingent Liabilities
a) See Note 26 regarding the previous relationship with Pranagraf, an entity
incorporated in India previously used as a channel for provision of services
and procurement, including accountancy and IT services, and materials to the
Group by former directors of the Company Mr S Poddar and Ms P Poddar, who
are connected with it. Since January 2025, Pranagraf has denied access to
the Group to its previous accounting systems and data which were administered
by Mr. Poddar and Pranagraf, following the termination of Mr. S Poddar's
employment with the Company.
Pranagraf linked the systems access to outstanding payments which the Company
disputes and are also subject to verification due to conflicts of interest
involving the former common directors. Pranagraf has denied all allegations
and claimed that the Company owes it US$662,090 for services rendered, goods
supplied, and business expenses. The Company has counter-claimed that (i)
Pranagraf owes monies in respect of unpaid graphite sales; (ii) a significant
component of the services purportedly provided during 2024 were not, in fact,
provided by Pranagraf and (iii) Prangraf is in breach of the service agreement
by withholding data and systems access belonging to the Company. The
parties have exchanged legal notices and replies, and the dispute remains
ongoing, with potential proceedings under consideration.
At 31 March 2025, the Company has made provision for certain claims invoiced
by Pranagraf representing an estimate of those amounts it expects could
ultimately be payable. The position takes into account a receivable for
graphite sales in 2024 which forms part of the disputed overall balance with
Parangraf (see Note 18), where there may also be differences in the
application of payments to items on that account. The precise net amounts
owing as at 31 March 2025, are disputed, and/or require further investigation
as to the validity of charges invoiced, including further assessment of
whether certain services were actually performed or may have been provided at
inflated prices.
b) The Company has received correspondence in late 2025 seeking to recover
sums totalling £923,843 plus interest in respect of alleged monies due in
respect of unpaid directors' fees and remuneration from Mr S Poddar and Ms P
Poddar. The Company has not accepted those claims, and has responded
accordingly. The Company may also have counter claims. The Company has
provided in the financial statements for a best estimate of an amount which
may ultimately be settled in respect of such claims.
30. Events after the Reporting Period
a) Suspension of Share Trading: trading in the Company's shares on the
London Stock Exchange remains suspended as at the date hereof. The required
filing date for these financial statements under the listing regulations was
31 July 2025, and since that deadline was not met, the listing remains
suspended until the Company is in compliance in respect of its financial
reporting obligations, expected to follow the publication of these accounts
and 30 September 2025 Half Year Accounts. The delay in filing of these
financial statements is principally due to the consequential impact of late
filing of the 31 March 2024 audited financial statements, completed in July
2025, resulting from the Company's distressed financial situation in 2024 and
the subsequent withholding of access to accounting data and systems in 2025 by
the former CEO, following his termination, as described above.
b) 2025 Series 1 Convertible Loan Note issue: The Company completed the
issue of £4.5 million of the 2025 Series 1 CLN having received additional
funds since 31 March 2025 of £2.94 million (see Note 21(b)). The principal
terms of the 2025 series 1 CLN at issue were as follows:
a. Final maturity 31 December 2025;
b. Conversion price 3.75p per ordinary share;
c. For each conversion share issued, the noteholder will also receive
1 warrant to subscribe for an ordinary share at 3.75 pence; and
d. Conversion at the option of the noteholder and at the election of the
Company as described below.
The Series 1 CLN has since been amended by agreement of the requisite majority
of noteholders to extend the final maturity date to 31 March 2026 and amend
the warrant terms to a 2 for 5 basis. The issue of the Series 3 CLN and
Placing described below triggered an adjustment event for the Series 1 CLN,
amending the conversion price to 1.5 pence per ordinary share. The 2025 CLN
can be converted to Ordinary Shares of the Company by notice from the Company
as soon as the resulting conversion shares can be admitted to trading, which
requires lifting of the suspension of share trading referred to above, as well
as the approval of a Prospectus for the issue of the new shares by the UK FCA.
To that end, a draft Prospectus has been submitted to the FCA for review. The
Company established a new Guernsey- incorporated subsidiary, TGF Limited, in
May 2025. Holders of the 2025 CLN have agreed that the conversion shares will
be issued by way of an exchange of the CLN for redeemable shares of TGF
Limited which in turn will be exchanged for Ordinary shares in the
Company.
c) 2025 Series 2 Convertible Loan Note issue: The Company completed the
issue of £0.3 million of the 2025 Series 2 CLN in October 2025. The principal
terms of the 2025 Series 2 2025 CLN are the same as for the 2025 Series 1
Convertible Loan Note described above and the same amendments have since been
agreed by the requisite majority of noteholders.
d) Convertible loan note amendments: Terms of the existing 2019 and 2022
CLNs were amended by resolutions approved by the required majority of holders
of both series of Notes in June 2025 and further amended in January 2026.
The terms of the 2019 issue of £909,000 convertible loan have been amended
as follows:
a. Conversion price amended to 2.5 pence per Ordinary Share;
b. Final Maturity Date amended to 31 March 2026;
c. Conversion at the option of the noteholder or the Company. Issue of
a conversion notice by the Company is subject to the conversion shares being
able to be admitted to trading and approval of a Prospectus on the same basis
as described above for the 2025 CLN. Holders of the 2019 CLN have agreed to
the issue of conversion shares by way of an exchange of the CLN for redeemable
shares of TGF Limited which in turn will be exchanged for ordinary shares in
the Company; and
d. Interest amended to 16% per annum with backdated effect from 1 July
2024. Interest is to be rolled up in the principal amount due at conversion or
redemption. At the election of the Company, that interest may be paid in
Ordinary Shares at conversion or redemption, calculated at 3.75 pence per
Ordinary Share to 30 June 20225 and 2.5 pence thereafter.
The terms of the 2022 issue of £1,862,500 convertible loan notes have been
amended as follows:
a. Conversion price amended to 3.75 pence per ordinary share;
b. Final Maturity Date amended to 31 March 2027; and
c. Interest amended to 16% per annum with backdated effect from July
2024 to 26 July 2025 and to 15% per annum from 27 July 2025 onwards.
Interest is to be rolled up in the principal amount due at conversion or
redemption. At the election of the Company, interest to 26 July 2025 may be
paid in Ordinary Shares at conversion or redemption, calculated at 3.75
pence per Ordinary Share. Interest for the periods subsequent to 26 July
2025 will be paid in cash.
e) 2025 Series 3 Convertible Loan Note issue ("2025 Series 3 CLN"): The
Company completed the issue of £0.74 million of the 2025 Series 3 CLN in
December 2025. The principal terms of the Series 3 2025 CLN are as follows:
a. Final maturity 31 March 2026;
b. Conversion price 1.5p per ordinary share;
c. Interest at 10% per month payable in ordinary shares at conversion;
d. For each conversion share issued, the noteholder will also receive 1
warrant to subscribe for an ordinary share at 3.75 pence; and
e. Conversion at the option of the noteholder and at the election of the
Company subject to the same conditions as for the 2025 Series 1 CLN noted
above, with the same arrangement for conversion involving TGF Limited having
been agreed.
f) Share Sub-division: at a General Meeting in January 2026
shareholders approved a resolution to reduce the nominal value of the ordinary
shares of the Company by way of a sub-division of the issued share capital
such that each ordinary share is sub-divided into one new ordinary share of
1.0 pence par value and one deferred share of 1.5 pence par value. The
deferred shares have no significant rights attached to them and carry no right
to vote or participate in a distribution of surplus assets and will not be
admitted to listing or trading.
g) Share Placing ("Placing"): the Company received commitments in
December 2025 for £2.4 million by way of a conditional placing of new
ordinary shares issued at 1.5 pence per share. The Placing is conditional on:
the sub-division and authorising resolution for the share issue being approved
by shareholders, which approvals were obtained at the aforementioned General
Meeting in January 2026; on the amendments to the 2019 and 2025 Series 1 and 2
CLNs described above having been approved by the requisite majority of
noteholders, which has also been satisfied, and on the Placing shares being
able to be admitted to trading which requires satisfaction of the same
conditions as for the prospectus and re-listing as noted for conversion of the
2025 Series 1 and 2 CLNs described above.
h) Warrants: the Company has obligations arising from the financing
transactions completed post year end to issue: (i) 6.64 million warrants to
brokers under fee arrangements for the financing transactions completed after
the 31 March 2025 year end, exercisable at 3.75 pence per share and with a
three year duration; (ii) 2.9 million warrants to brokers under fee
arrangements for the financing transactions completed in December 2025,
exercisable at 1.5 pence per share and with a three year duration. Out of that
total, 8.1 million warrants are due to Optiva Securities Limited. Rights to
additional broker warrants exercisable at 1.5 pence per share will be
triggered by the completion of the Placing referred to above.
i) Director loans: £0.05 million of loans from directors have been
exchanged for additional 2022 CLNs;
j) Potential legal proceedings: as explained in Note 29, the Company
has received correspondence in late 2025 on behalf of Mr S Poddar and Ms P
Poddar seeking to recover sums in respect of alleged monies due in respect of
unpaid directors' fees and remuneration.
k) Mr. Arun Somani was appointed as interim CEO of the Company in
October 2025, with Mr. James Nieuwenhuys becoming a non executive Director.
l) A cyclone in February 2026 affected the region of the Group's mines
in Madagascar. While no significant damage was caused to facilities or
equipment at the mines, some damage to access roads did occur as well as
damage at Toamasina, the port used for export of graphite, which has caused
some short term interruptions to shipments and damage to rented warehouse
facilities, for which alternatives are expected to be available. It is not
expected that the cyclone impact will have significant lasting impact.
31. Prior Year Restatements
The comparative amounts as at 31 March 2024 in respect of Group (but not
Company) for PP&E and receivables (see note 18) have been re-stated by
£0.915 million to re-classify an adjustment for the fair valuation of
balances acquired with Suni Resources which related to receivables. The
balance was previously classified as a receivable balance.
The comparative amounts as at 31 March 2024 in respect of Group (but not
Company) current trade and other receivables have been re-stated to show a
separate line in the balance sheet for restricted cash and cash equivalents of
£1.809 million in respect of bank deposits held as security for bank
guarantees, but technically available to the Group The balance was previously
classified within other receivables.
Trade and other payables have been re-stated within Note 20. Advance payments
from customers for prepaid sales of graphite totalling £0.505 million as at
31 March 2024 have now been classified separately from trade payables. This
restatement only impacts the categorisation within payables in Note 20.
None of the restatements as at 31 March 2024 has any impact on the prior
period result, or on total assets, net and gross liabilities or net equity at
31 March 2024 or 31 March 2025. Nor is there any impact on opening balances as
at 1 April 2023; accordingly, no restated balance sheet as at 1 April 2023 has
been presented.
ENDS
For further information, please visit https://tirupatigraphite.co.uk/ or
contact:
Tirupati Graphite Plc info@tirupati.co.uk
Mark Rollins - 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 production nameplate capacity of 30,000tpa, 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
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. A table of the Group's projects is provided below:
Country Project Stage
Madagascar Sahamamy Production paused: 18,000 tpa final production plant nameplate capacity
Madagascar Vatomina In current production ramp-up to 18,000 tpa capacity by December 2025.
Mozambique Montepuez 100,000 tpa permitted. Currently in force majeure
Mozambique Balama Central 58,000 tpa partally permitted, Currently in force majeure
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