REG - Tirupati Graphite - Half-year Financial Report to 30 September 2024
13/03/2026 11:15
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RNS Number : 6154W Tirupati Graphite PLC 13 March 2026
13 March 2026
Tirupati Graphite plc
('Tirupati' or the 'Company')
Unaudited Half-Year Results to 30 September 2024
Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition, announces
its delayed Interim Results for the six months ended 30 September 2024.
On 10 December 2025 the Company announced details of a new fundraising and
financial re-structuring of the Group, as well as updates on operational and
corporate matters. On 6 January 2026, the Company announced the results of the
related general meeting of shareholders to approve certain steps in the
re-financing. On 29 January 2026, the Company announced that various
amendments to the terms and maturity dates of previously issued convertible
loan notes had been approved by the requisite majorities of the respective
noteholders. The publication of these delayed financial results for the six
months ended 30 September 2024 is a further step forward on the turnaround
plan and expected re-listing of the Company's shares in the near future.
In the six months to 30 September 2024:
● Total production was 838MT of flake graphite from the Group's
Vatomina project in Madagascar. Vatomina had intermittent production, due to
operational and funding problems;
● The Sahamamy project remained in care and maintenance for the time
being;
● The Group experienced difficult liquidity challenges and accumulated
significant arrears of creditors. Funds were raised through £180 thousand of
director loans and a small convertible loan note offering of £50,000, as well
as prepayments from customers for graphite sales;
● The Company issued 5.2 million new ordinary shares in May 2024 in lieu
of arrears of remuneration, to certain current and former directors and
executives; and
● Mr. Michael Lynch-Bell joined the Company as Non Executive Chairman
in June 2024.
The shares of the Company were suspended from trading on the LSE on 1 August
2024. In 2024, a group of shareholders sought to requisition an EGM of the
Company to require Board changes in order to address shortcomings in
governance and financial management of the Company. While that initiative was
not successful at the time, changes were subsequently implemented in December
2024 and the turnaround strategy then commenced with significant new finance
arranged and an operational improvement plan implemented. Events since 30
September 2024 are described in more detail in this report.
Mark Rollins, Executive Chairman of Tirupati Graphite, commented:
"While noting the Company delivered a poor performance in the six-month period
to 30 September 2024 we are pleased to continue to bring our financial
reporting to shareholders up to date with the publication of these Half Year
Results. This is another step in returning to full compliance with our listing
obligations following the Board changes and towards being able to lift the
suspension of trading of the shares. We are grateful to shareholders and all
stakeholders and staff for their continuing support."
Enquiries:
Tirupati Graphite Plc info@tirupati.co.uk (mailto:info@tirupati.co.uk)
Mark Rollins - Executive Chairman IR@tirupati.co.uk (mailto:IR@tirupati.co.uk)
Alastair Bath - Investor Relations +44 7356 057 265
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024
The operations of the Company's Madagascar projects delivered a poor production performance during the six months to 30 September 2024. Operations were unable to generate positive cash flow due to low margins from inefficient working of the plant at low volume and with poor quality ore being mined, and distressed liquidity meant that the Group could not pay all suppliers and staff on time.
Only the Vatomina project operated during the period, albeit for only three months, whilst the Sahamamy project was put on a care and maintenance basis in order to reduce ongoing costs.
The reporting obligations of the Company were not able to be met by the end of
the period, which had also led to the delayed publication of the audited
financial statements and report for the year ended 31 March 2024.
Consequently, the suspension of the listing of the Company's shares from
trading on the main board of the London Stock Exchange was made effective on 1
August 2024.
Mr Michael Lynch-Bell joined the Board as an independent non executive director and Chairman on 11 June 2024, with Mr Shishir Poddar stepping down as Chairman but continuing as CEO and a director. Since 30 September 2024 there have been major changes in the composition of the Board and executive positions, as detailed below.
Further events since the reporting period, described below, have put the Group onto a much firmer footing, with new financing raised.
The Company expects to publish its financial statements for the year ended 31 March 2025 with a full update on performance for the year very shortly. It also expects to publish unaudited interim statements for the six months to 30 September 2025 around the same time.
2024/25 Principal Risk and Uncertainties
The Directors have reviewed the principal risks and uncertainties facing the Company and concluded that they remained substantially unchanged from those disclosed in the 2024 Annual Report and listed below:
1. Financial Strategy
2. Capital and Funding risks
3. Competition risks
4. Availability of Utilities: Power and Water Resources
5. Attraction and Retention of Human Capital
6. Standing of Concession Agreements
7. Adverse Weather Conditions
8. Climate Change and Related risks
9. IT Systems: Data and Security risks
10. Geological risks
11. Supply Chain risks
12. Customer Specification and Product Quality risks
13. Volatility of Commodity Prices
14. Geopolitical, Regulatory and Sovereign risks
15. Environmental risks
16. Health and Safety risks.
The detailed descriptions of the principal risks and how they are being
managed can be found on pages 29 to 34 in the 2024 Annual Report.
Related Party Transactions
See Note 19 to these Interim Financial Statements for information on related
party transactions in the period. The arrangements with private companies
owned, partly owned and/or controlled by the Company's former CEO, Mr
Shishir Poddar, including Pranagraf, were all terminated in early 2025.
Events since 30 September 2024
● Mr A Bath resigned from the Board and role at the Company in
mid-November 2024, and subsequently rejoined in an executive role in January
2025.
● As described in the 2024 Annual Report, in December 2024 Board and
management changes were initiated following shareholder concerns over the
governance and leadership of the Company. A requisition notice provided to the
Company at the end of November 2024. The following left the Board at or around
this time: Ms. P Poddar, Mr S Poddar. New directors appointed were Mr J
Nieuwenhuys, Mr C Dennis, Mr M Erden (who subsequently resigned to take up a
new position elsewhere) and Mr Mark Rollins, who was appointed as Executive
Chairman at the end of December 2024.
● The role of the previous CEO Mr S. Poddar was terminated in February
2025, and Mr James Nieuwenhuys was appointed as new CEO, continuing until
October 2025 when he reverted to a non-executive director role and was
succeeded on an interim basis by Mr Arun Somani.
● The Company issued 9,053,110 ordinary shares in January 2025 to
certain directors, in lieu of cash salary.
● Accounting systems: the Group lost access to its accounting systems
and most data systems in early 2025 following the termination of the services
of the CEO, as he withheld administrative rights to the systems and support
from previous outsourced service provider companies in India controlled by
him. The Company had to implement a new accounting system in 2025.
● Production and operations were resumed from the Vatomina project in
February 2025 but suspended again in mid-September 2025, pending
implementation of an improvement programme and raising of additional finance
to fund that.
● Re-financing: the Company launched a number of re-structuring and
financing measures in 2025.
ο £4.5 million was raised through a convertible loan note issue in the
first half of 2025 ("2025 Series 1 CLN") and a further £0.26 million in
September/ October 2025 through a further convertible loan note issue ("2025
Series 2 CLN"), the notes being conditionally convertible to ordinary shares
by the Company.
ο In December 2025, £3.1 million was subscribed by means of additional
("Series 3") convertible loan notes (£0.7 million) and a conditional placing
("Placing") of ordinary shares, at 1.5 pence per share (£2.4 million).
ο The Company has received approval from the required majority of the
holders of CLNs issued in 2019, 2022 and 2025 to amend their terms, including
extension of their final maturity dates and the conditional ability of the
Company to convert the 2019 CLNs to ordinary shares, as already existed for
the 2025 CLNs under their original terms.
Full details of these measures have been announced at the time and are also
summarised in Note 20 to these interim financial statements.
ο The Company reached agreement with certain major creditors to settle
amounts owing according to various individual payment plans. Not all such
creditors have formal payment plans agreed with the Group, and in respect of
certain creditors payments are continuing to be made to spread settlements
over an extended period without such formal agreement in place. All creditors
in respect of prepaid amounts, received as advances by the Group in 2024 or
earlier periods for graphite sales, received either delivery of the contracted
graphite or repayment of the advances by May 2025.
ο Shareholders approved, in January 2026 a sub-division of the Company
ordinary share capital, with each ordinary share of 2.5 pence par value
sub-divided into one new ordinary share of 1.0 pence par value and one
deferred share of 1.5 pence par value.
Going Concern
The half year financial statements to 30 September 2024 are prepared on a
going concern basis of accounting, which the Board considers reasonable taking
account of key factors and uncertainties described below. The Directors have
prepared cash flow projections for the period to 31 May 2027 which show that
the Company and the Group meet their ongoing liabilities as they fall due.
Through 2024 and early 2025, the Group experienced an extended period of
financial distress during which production and therefore revenues were
intermittent and the Group was late in settling various 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, the remaining material uncertainties
to continuing as a going concern are 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 above and also Note
20 to the condensed financial statements regarding events since the balance
sheet date 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 the ability of
the Company to issue conversion notices for 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 being able to resume trading on the LSE, which will
require the Company to be become compliant with its obligations for financial
reporting, requiring the filing of financial statements for the year ended
31 March 2025 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 the Company is
up to date on its financial reporting obligations. 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 due on
31 March 2027, shortly after the 12 month going concern assessment period,
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 this annual report, 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 interim condensed financial statements.
Responsibility Statement
We confirm that to the best of our knowledge:
● the condensed consolidated financial statements been prepared in
accordance with International Accounting Standard 34;
● the Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of interim financial
statements and a description of the principal risks and uncertainties for the
remaining six months of the year and
● the Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure and Transparency Rules being the
information required on related party transactions.
A list of the current Directors of the Company is maintained on the Tirupati
Graphite Plc website https://tirupatigraphite.co.uk/
This Interim Report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Mark Rollins
Chairman
13 March 2026
Disclaimer
This statement contains certain forward-looking statements that are subject to
the usual risk factors and uncertainties associated with a resources business.
Whilst the Group believes the expectations reflected herein to be reasonable
in light of the information available at this time, the actual outcome may be
materially different owing to factors beyond the Group's control or within the
Group's control where, for example, the Group decides on a change of plan.
Accordingly, no reliance may be placed on the figures contained in such
forward-looking statements.
Unaudited Condensed Consolidated Statement of Comprehensive Income
For the half-year ended 30 September 2024
Notes 2023
2024
£'000 £'000
Continuing operations
Revenue 5 904 3,147
Cost of sales 6 (1,194) (2,366)
Depreciation of operating assets (639) (745)
Gross (loss) / profit (929) 36
Administrative expenses 7 (652) (1,846)
Operating (loss) (1,581) (1,810)
Finance costs 8 (338) (169)
Finance Income 31
Gain on bargain purchase 4 - 6,136
(Loss) / Gain before income tax (1,888) 4,157
Income tax (9) -
(Loss) / Gain for the year attributable to owners of the Company (1,897) 4,157
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations 118 283
Total comprehensive (loss) /gain for the year attributable to the Group (1,779) 4,440
(Loss) / Earnings per share attributable to owners of the Company Pence per share Pence per share
From continuing operations:
Basic and Diluted 9 (1.47) 3.89
The accompanying accounting policies and notes are an integral part of these
financial statements.
Unaudited Condensed Consolidated and Company Statement of Financial Position
As at 30 September 2024
Notes Group Company
Sep 2024 March 2024 Sep 2024 March 2024
(restated,
Note 20)
£'000 £'000 £'000 £'000
Non-current assets
Intangible assets 10 3,241 3,569 - -
Investments in subsidiaries 11 - - 24,949 23,904
Property, plant and equipment 12 19,912 19,898 - -
Deposits 29 30 - -
Total non-current assets 23,182 23,497 24,949 23,904
Current assets
Inventory 14 634 1,210 - -
Trade and other receivables 13
3,916 4,466 2,773 3,637
Cash and cash equivalents 42 186 24 102
Total current assets 4,593 5,862 2,797 3,738
Current liabilities
Trade and other payables 15
2,408 2,758 1,195 1,344
Equity subscription advance received
- 703 - 703
Borrowings 17 1,739 1,113 1,589 910
Total current liabilities 4,148 4,574 2,784 2,957
Net current assets 445 1,288 13 781
Non-current liabilities
Borrowings 17 1,913 1,863 1,913 1,863
Other payables 15 23 26 - -
Total non-current liabilities 1,935 1,889 1,913 1,863
NET ASSETS 21,691 22,896 23,050 22,822
Equity
Share capital 18 3,238 3,107 3,238 3,107
Share premium account 29,262 28,819 29,262 28,819
Warrant reserve 116 116 116 116
Foreign exchange reserve (906) (1,024) - -
Retained losses (10,019) (8,123) (9,566) (9,220)
TOTAL EQUITY, attributable to owners of the Company 21,691 22,896 23,050 22,822
The accompanying accounting policies and notes are an integral part of these
financial statements.
Unaudited Condensed Consolidated Statement of Changes in Equity
For the half-year ended 30 September 2024
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 2024 3,107 28,819 (1,024) 116 (8,122) 22,896
Loss for the period (1,897) (1,897)
Other Comprehensive Income: Exchange translation loss on foreign operations 118 118
Total comprehensive income for the year: - - 118 - (1,897) (1,779)
Transactions with owners
Shares issued 131 443 574
Other Transactions
Balance at 30 September 2024 3,238 29,262 (906) 116 (10,019) 21,691
The accompanying accounting policies and notes are an integral part of these
financial statements.
Unaudited Condensed Company Statement of Changes in Equity
For the half-year ended 30 September 2024
Attributable to equity shareholders
Share capital Share premium Retained Losses Deferred Equity consideration Warrant Reserve TOTAL
EQUITY
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2024 3,107 28,819 (9,220) - 116 22,822
Loss for the year (346) (346)
Total comprehensive income: (346) (346)
Transactions with owners
Shares issued 131 443 574
Other Transactions
Balance at 30 September 2024 3,238 29,262 (9,566) - 116 23,050
The accompanying accounting policies and notes are an integral part of these
financial statements.
Unaudited Condensed Consolidated Statement of Cash Flows
For the half-year ended 30 September 2024
2024 2023
£'000 £'000
Cash used in operating activities
(Loss) / profit for the year (1,897) 4,157
Adjustment for:
Gain on bargain purchase - (6,136)
Non cash remuneration 573 -
Depreciation 683 759
Finance income (31) -
Finance costs 338 169
Working capital changes:
Increase/(decrease) in inventories 576 72
Increase/(decrease) in receivables 212 (1,560)
Increase/(decrease) in payables (1,052) 1,663
Increase/(decrease) in deferred tax and other assets 2 1
Net cash from/(used in) operating activities (596) (875)
Cash flows from investing activities:
Purchase of tangible assets 78 (14,673)
Acquisition of Suni Resources 4 - 6,136
Net cash (used in) investing activities 78 (8,537)
Cash flows from financing activities
Proceeds from shares issued (net of costs) 18 - 2,380
Proceeds from issue of convertible loan notes (net of costs) 17 50 -
Short term borrowings 627 -
Finance income 31 -
Deferred equity - 3,443
Lease Liability 3 (3)
Finance cost (338) (169)
Net cash from financing activities 373 5,652
Net (decrease)/increase in cash and cash equivalents (143) (164)
Cash and cash equivalents at beginning of period 186 289
Cash and cash equivalents at end of period 42 125
The accompanying accounting policies and notes are an integral part of these
financial statements.
Notes to the Condensed 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 United Kingdom. The
registered office is Eastcastle House, 27/28 Eastcastle Street, London W1W
8DH.
The Company is a public company, limited by shares. The ordinary shares of the
Company are listed under the equity companies Transition Category of the FCA
listing rules and to trading on the main market of the London Stock Exchange
main market, although currently suspended.
The principal activities of the Company and its subsidiaries (the "Group")
graphite mining and related activities. The Company is the parent company of
the Group.
These consolidated condensed financial statements are presented in pounds
sterling since that is the currency of the primary economic environment in
which the Group and Company operate.
2. Significant Accounting Policies and Basis of Preparation
The condensed financial statements for the six-month period ended 30 September
2024 have been prepared in accordance with International Accounting Standard
(IAS) 34 Interim Financial Reporting, as adopted by UK, and the requirements
of the Disclosure and Transparency Rules (DTR) of the Financial Conduct
Authority (FCA) in the United Kingdom as applicable to interim financial
reporting.
The condensed financial statements represent a 'condensed set of financial
statements' as referred to in the DTR issued by the FCA. Accordingly, they do
not include all the information required for a full annual financial report
and are to be read in conjunction with the Group's financial statements for
the year ended 31 March 2024, which were prepared in accordance with
UK-adopted international accounting standards ("IAS") and in conformity with
the requirements of the Companies Act 2006. The condensed financial statements
are unaudited and do not constitute statutory accounts as defined in the
Companies Act 2006. Financial information for the year ended 31 March 2024 was
derived from the statutory accounts for the year ended 31 March 2024, a copy
of which has been delivered to Companies House. The Independent auditor's
report on these accounts was unqualified, with emphasis of matter relating to
material uncertainties with regards to going concern.
The significant accounting policies adopted in the 2024 half-yearly financial
report are the same as those adopted in the Group's Annual Report and Accounts
as at 31 March 2024.
Going Concern
The condensed 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 consider the going
concern assessment period to be the 12 months from approval of these interim
financial statements and the Board has reviewed cash flow projections to that
date and for an additional three months thereafter.
Through 2024 and 2025, the Group experienced extended periods of financial
distress during which production and therefore revenues were intermittent and
the Group was late in settling various 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, the remaining material uncertainties
to continuing as a going concern are 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 20 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 resuming trading on the
LSE, which will require the Company to be become compliant with its
obligations for financial reporting, requiring the filing of financial
statements for the year ended 31 March 2025 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 the company's financial reporting obligations are up to
date. 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 interim 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 are material uncertainties as to whether the Company can
achieve the milestones described above and, in particular, 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 interim financial statements.
3. Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of estimates and judgements that 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. The
critical estimates and judgements for these interim financial statements are
considered to be the same as for the Group's financial statements for the year
ended 31 March 2024.
4. Business Combination
The comparative data for 2023 reflect 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 has been 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 (c.£0.27 million) in cash paid by the
Company to BAT on 25 January 2023 pursuant to the IP Assignment.
● Payment of a sum of AUD$2,375,000 (c.£1,260,150) to facilitate
the payment of Capital Gains Tax by BAT in connection with the disposal of
Suni;
● 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 tons.
● 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. The finally assessed fair valuations and bargain purchase gain
were adjusted from the provisional figures presented in the Group's September
2023 half year financial statements; hence the comparative data for 2023 have
been adjusted to conform to the amongst recognised in the full year financial
statements to 31 March 2024.
£
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 9,498,602
Bank Deposits 1,809,278
VAT receivable (fair value) 858,328
Other receivables 142,420
Cash & Bank 79,086
Payables (978,413)
Total, (B) 11,409,301
Bargain purchase gain 6,135,915
(B-A)
The bargain purchase gain has been recognised in net income in the period of
acquisition.
Net cash outflow on Suni acquisition:
£'000
Cash paid 1,533
Less: cash acquired (79)
Net outflow 1,454
5. Segmental Reporting and Revenue
The Group and the Company derive revenue from external customers from the
transfer of goods at a point in time in the following major geographical
regions:
USA Europe Asia Total
£'000 £'000 £'000 £'000
Half year ended 30 September 2024 135 31 738 904
USA Europe Asia Total
Half year ended 30 September 2023 609 432 2,106 3,147
The following customers constituted more than 10% of the revenue, their
respective share of revenue is mentioned below:
Half year ended Half year ended
30 Sept 2024 30 Sept 2023
£'000 £'000
Customer A 419 821
Customer B 98 492
Customer C 86 405
6. Cost of Sales
Half year ended Half year ended
30 Sept 2024 30 Sept 2023
£'000 £'000
Mining & Processing costs 223 1,747
Human Resources costs 152 356
Logistics utilities & plant admin costs 250 231
(Increase) / Decrease in inventory of inputs 569 32
Total 1,194 2,366
7. Expenses
Half year ended Half year ended
30 Sept 2024 30 Sept 2023
£'000 £'000
The following items have been included in arriving at operating loss
Depreciation on non-operating assets 44 14
Net foreign exchange gain 4 26
PR/IR Expenses 76 38
Professional Fees 121 280
Insurance 43 16
Management salaries 154 266
Other administrative expenses 210 1,206
8. Finance Cost
Half year ended Half year ended
30 Sep 2024 30 Sep 2023
£'000 £'000
Interest expense 338 169
9. Loss / Earnings Per Share
Basic and diluted
(Loss) / earnings 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.
Half year ended Half year ended
30 Sept 2024 30 Sept 2023
Continuing operations:
(Loss) / profit attributable to equity holders of the Company (£'000) (1,897) 4,157
Weighted average number of Ordinary Shares in issue 128,949,753 106,966,712
(Loss) / earnings per share (pence) (1.47) 3.89
The dilutive instruments including warrants and CLNs issued by the company are
resulting in anti-dilutive effect on EPS. Hence diluted EPS is shown as equal
to basic EPS following IFRS requirements.
10. Intangible Assets
Group
Cost £'000
At 1 April 2024 3,569
Impairment -
Currency translation 327
At 30 September 2024 3,241
Accumulated amortisation
At 1 April 2024 -
Charge for the period -
At 30 September 2024 -
Net book value
At 1 April 2024 3,569
At 30 September 2024 3,241
Intangible assets comprise allocations of purchase consideration to rights
under mining concessions and licences, including rights to explore,
principally the Sahamamy concession. Following their assessment, the
Directors concluded that no impairment charge was required as at 30 September
2024.
11. Investments
Company Shares in group undertaking
Cost £'000
At 1 April 2024 23,904
Addition 1,045
At 30 September 2024 24,949
Net book value
At 1 April 2024 23,904
At 30 September 2024 24,949
12. Property, Plant and Equipment
Group Plant and Machinery Infrastructure & Fixtures Assets under construction Total
£'000 £'000 £'000 £'000
Cost:
At 1 April 2024 9,143 6,489 8,692 24,324
Additions 21 15 - 36
Sale (202) - - (202)
Currency translation (3,264) (1,649) 4,522 (391)
At 30 September 2024 5,698 4,855 13,214 23,767
Accumulated depreciation:
At 1 April 2024 3,668 758 - 4,426
Additions 488 196 - 684
Sale (134) - - (134)
Currency translation (920) (201) - (1,121)
At 30 September 2024 3,102 753 - 3,855
Carrying amount:
As at 1 April 2024 5,475 5,730 8,692 19,898
As at 30 September 2024 2,596 4,102 13,214 19,912
See Note 20 regarding the restatement of 31 March 2024 PP&E balances.
13. Trade and Other Receivables
Group Company
30 September 2024 31 March 2024 30 September 2024 31 March 2024
£'000 £'000 £'000 £'000
Trade receivables 40 335 - 293
VAT receivables 2,088 2,320 - 9
Bank deposits 1,710 1,809 - -
Other debtors 76 1 50 -
Advances to group companies - - 2,723 3,335
Prepayments 1 1 - -
3,916 4,466 2,773 3,637
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.
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.
VAT receivables include £1.2 million in respect of recoverable Madagascar VAT
and £0.9 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.
The bank deposits included within receivables are restricted cash 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 liquidity available to the Group..
14. Inventories
Group
30 September 2024 31 March 2024
At cost and net book value: £'000 £'000
Raw materials and consumables 518 825
Finished and semi-finished goods 116 385
634 1,210
15. Trade and Other Payables
Current:
Group Company
30 September 2024 31 March 2024 30 September 2024 31 March 2024
£'000 £'000 £'000 £'000
Trade payables 1,592 2,099 665 852
Social security and other taxes 104 19 - 3
Accruals 712 640 530 489
2,408 2,758 1,195 1,344
Non-current:
Group Company
30 September 2024 31 March 2024 30 September 2024 31 March 2024
£'000 £'000 £'000 £'000
Lease liability 23 26 - -
16. Commitments
There were no significant capital commitments as at 30 September 2024 or 2023.
17. Borrowings
During the six months to 30 September 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.
The Company also issued a Note bearing interest at 17% pa in June 2024 in
satisfaction for cancelling advances for prepaid graphite deliveries received
from a customer in the year.
As at 30 September 2024, the Company had in issue two other series of
convertible loan notes: 2019 CLNs and 2022 CLNs, then both carrying a coupon
of 12% payable half yearly and convertible at the holders' option at the
conversion price. Key terms thereof as at 30 September 2024 were as below.
However, see also Note 20 regarding subsequent amendments to the terms
specified below.
Term CLN2019 CLN2022
Coupon 12% payable half yearly 12% payable half yearly
Maturity 3 years from issue date (verbally agreed to extend the maturity date to 31(st) 3 years from date of issue
December 2024 post yearend)
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
Group Borrowings summary 30 31
September 2024 March 2024
£'000 £'000
CLN due within one year 909 909
Promissory Note 441 -
Other short term advances 389 204
Total due within one year 1,739 1,113
Due between 2 and 5 years: CLNs 1,913 1,863
The convertible loan notes can also be redeemed by the Company, at any time up
to the maturity date.
18. Share Capital
As at 30 September 2024, the Company had in issue 129,508,310 ordinary shares
with par value 2.5 pence each (2023: 124,299,220). In the six months ended
30 September 2024, the Company issued 5,209,090 ordinary shares in lieu of
remuneration to certain directors and managers at an issue price of 11 pence
per share.
The Company granted a right in August 2024 to 40,000 warrants to a broker,
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 and the cost of such warrants is not material.
19. 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.
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; and (ii) a
significant component of the services purportedly provided during 2024 were
not, in fact, provided by Pranagraf. The parties have exchanged legal
notices and replies, and the dispute remains ongoing, with potential
proceedings under consideration.
At 30 September 2024, the Company has made provision for certain claims by
Pranagraf representing an estimate of those amounts it expects could
ultimately be payable. The precise net amounts owing as at 30 September 2024
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.
During the six months ended 30 September 2024, sales to PranaGraf by the
Company were £0.4 million and the Group also purchased various equipment and
spares worth approximately £0.1 million from PranaGraf.
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 30 September 2024, a net amount of £287,039 (2023: £287,039) was
receivable from Haritmay. In view of the uncertainty around recovery of that
amount, the receivable balance has been fully provided against. 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.
20. 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 financial statements for the year ended 31 March 2025 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. The delay in filing of these financial
statements is principally due to the consequential impact of late filing of
the 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 issued £4.5
million of convertible loan notes in 2025. The principal terms of the 2025
series 1 CLN at issue were as follows:
i. Final maturity 31 December 2025;
ii. Conversion price 3.75p per ordinary share;
iii. For each conversion share issued, the
noteholder to receive 1 warrant to subscribe for an ordinary share at 3.75
pence.
iv. 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 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 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 December 2025.
The terms of the 2019 issue of £909,000 convertible loan have been amended
as follows:
1. Conversion price amended to 2.5 pence per Ordinary Share;
2. Final Maturity Date amended to 31 March 2026;
3. 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;
4. 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:
5. Conversion price amended to 3.75 pence per ordinary share;
6. Final Maturity Date amended to 31 March 2027;
7. 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.
e. 2025 Series 3 Convertible Loan Note issue ("2025 Series 3 CLN"): the Company completed the issue of £0.74 million of 2025 Series 3 CLN in December 2025. The principal terms of the Series 3 2025 CLN are as follows:
1. Final maturity 31 March 2026;
2. Conversion price 1.5p per ordinary share;
3. Interest at 10% per month payable in ordinary shares at conversion;
4. For each conversion share issued, the noteholder will also receive 1 warrant to subscribe for an ordinary share at 3.75 pence;
5. 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 2026 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 approval 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 to issue 9.582 million warrants to brokers under fee arrangements for the financing transactions completed after the 31 March 2025 year end, all exercisable at 3.75 pence per share and with a three year duration. Out of that total, 5.464 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. Site restoration provision: the Group recognised site restoration
provisions in respect of the Madagascar licences of £0.2 million in the
second half of 2025.
k. Potential legal proceedings: the Company has received
correspondence in late 2025 seeking to recover sums totalling £0.9 million
plus interest in respect of alleged monies due in respect of unpaid directors'
fees and remuneration from S Poddar and P Poddar. The Company has not
accepted those claims, and has responded accordingly. The Company also has
counter claims. The Company has provided in the accounts for a best estimate
of an amount which may ultimately be settled in respect of such claims.
20. Prior Period Restatement
The comparative amounts as at 31 March 2024 in respect of Group (but not
Company) PP&E and Receivables have been restated to reclassify an
adjustment for the fair valuation of balances acquired with Suni Resources
which related to receivables. The restatement as at 31 March 2024 has no
impact on the prior period results or on total assets or net equity at 31
March 2024.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Tirupati Graphite
See all newsREG - Tirupati Graphite - Final Results for year ended 31 March 2025
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AnnouncementREG - Tirupati Graphite - Sub-Division of Ordinary Shares
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Announcement