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REPORTS AND CONSOLIDATED
FINANCIAL STATEMENTS
30 September 2025
CONTENTS Page
2
Consolidated F
inancial
S
tatements
Management
Report
3
Chief Executive Officer and the
Chief Finance Officer
Responsibility Statement
22
Statement by the Members of the Board of Directors and Company Officials
23
Independent Auditor’s Report
24
Consolidated
S
tatement of
Profit or L
oss and
O
ther
C
omprehensive
I
ncome
32
Consolidated
S
tatement of Financial Position
33
Consolidated S
tatement of Changes in Equity
34
Consolidated S
tatement of Cash Flows
36
Notes to the
Consolidated
Financial Statements
37
Separate
financial statements
Statement of
Profit or
L
oss and
O
ther
C
omprehensive
I
ncome
9
7
Statement of Financial Position
9
8
Statement of Changes in Equity 999
Statement of Cash Flows
100
Notes to the Financial Statements 101
Corporate Governance Report
12
6
MANAGEMENT REPORT
for the year ended 30 September 2025
3
The Board of Directors of Tharisa plc (‘the Company’ or ‘Tharisa’) presents to the Members its management report together with the audited consolidated
financial statements of the Company and its subsidiaries (together with the Company, ‘the Group’) and the separate financial statements of the Company
for the year ended 30 September 2025.
The Company is a Cypriot incorporated public company with a primary listing on the main board of the Johannesburg Stock Exchange, an Equity Shares
(Transition) Category listing on the London Stock Exchange and a secondary listing on the A2X Exchange in South Africa. The Group’s consolidated
financial statements and separate financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board and the Listings Requirements of the Johannesburg Stock Exchange.
PRINCIPAL ACTIVITY
The principal activity of the Company is that of an investment holding company with controlling interests in platinum group metals (‘PGM’) and chrome
mining & processing and associated sales and logistics operations. The principal activity remains unchanged from the previous year. Its major investment
is its wholly owned subsidiary, Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’). Tharisa Minerals owns and operates the Tharisa Mine, a PGM
and chrome mine located in the Bushveld Complex of South Africa. The Tharisa Mine is transitioning from an open cast mine to underground mining. In
addition, the Company has a 78.17% shareholding in Karo Mining Holdings plc (‘Karo Mining’) which has an indirect 85% interest in a development stage
PGM asset, located on the Great Dyke in Zimbabwe.
OPERATIONAL REVIEW
Operational highlights
▪ Lost Time Injury Frequency Rate (‘LTIFR’) of 0.03 per 200 000-man hours worked
▪ Chrome production at 1 558.2 kt (2024: 1 702.6 kt)
o Average metallurgical grade chrome concentrate prices of USD266/t (2024: USD299/t)
▪ PGM production at 138.3 koz (2024: 145.1 koz)
o Average PGM basket price increased by 18.6% with average prices received at USD1 615/oz (2024: USD1 362/oz)
▪ Group cash on hand of USD175.1 million (including the restricted bank deposit) with debt of USD105.3 million, resulting in a net cash position of
USD69.8 million
▪ Production guidance for F2026 is set between 145 koz and 165 koz PGMs (6E basis) and 1.50 Mt to 1.65 Mt of chrome concentrates
THARISA MINERALS: mining and processing
Tharisa Minerals, a wholly owned subsidiary of Tharisa plc, operates in the renowned Bushveld Complex in South Africa. Its core asset, the Tharisa Mine,
is situated on the western limb of the Bushveld—an area that contains over 70% of the world’s known reserves of platinum group metals (PGMs) and
chrome.
The company holds a Mining Right over 5 475 hectares of land near Rustenburg in the North West province. Granted on 19 September 2008 for an initial
thirty-year period, this right provides access to the MG chromitite reef layers, which extend for approximately five kilometres across the property.
Tharisa Minerals’ operational model centres on co-production, simultaneously extracting PGMs and chrome concentrates from the MG chromitite reefs.
Mining is undertaken in three open pits—East, West, and Far West—with a phased transition to underground mining having commenced in October 2025.
Once mined, ore is processed using two parallel plants, Genesis and Voyager. The smaller Genesis Plant was commissioned in August 2011, with its
PGM circuit coming online later that December. The larger Voyager Plant followed in December 2012. Owing to continuous upgrades, both plants now
operate above their original nameplate capacities, having jointly milled 5.6 Mt of ore in 2025.
The processing workflow at both plants includes crushing and grinding, followed by the separation of chrome concentrate using spirals. Subsequent milling
and flotation is used to recover PGMs from the chrome tailings, after which any remaining chrome is reclaimed from the PGM tailings. In addition, the
Vulcan Complex—commissioned in 2022—processes fine and ultra-fine chrome waste streams (tailings) from both the Genesis and Voyager plants,
enabling further chrome recovery.
Integrated within the Genesis Plant’s feed circuit is the Challenger Plant, operated by another Group subsidiary, Arxo Metals Proprietary Limited (‘Arxo
Metals’). Commissioned in July 2013, the Challenger Plant produces chemical and foundry-grade chrome concentrates, thereby strengthening the Group’s
revenue diversification strategy.
The Group’ output includes several grades of chrome concentrate: metallurgical, chemical, and foundry-grade. Metallurgical chrome is primarily used in
stainless steel manufacture, while chemical and foundry-grade products serve more specialised markets. A key advantage lies in the nature of the local
ore—because the PGMs are hosted within silicates rather than being intermingled with chromite, Tharisa can efficiently extract chrome first without
impacting PGM recoveries. This not only boosts overall efficiency but also improves the purity of PGM concentrates.
MANAGEMENT REPORT
for the year ended 30 September 2025
4
The company’s operations are deliberately designed to be modular, flexible, and cost-effective. Running two plants in parallel makes it possible to
undertake maintenance on one without halting overall production—allowing for uninterrupted output. As a result, Tharisa consistently achieves low unit
operating costs, positioning itself in the lower quartile of South African producers for both PGMs and chrome concentrates.
Tharisa Minerals’ focus on low-cost production, operational flexibility, and a diverse product basket has enabled the business to respond effectively to
fluctuations in commodity prices and currency exchange rates. The company’s dual revenue streams also provide a natural hedge, with its products finding
applications in a range of sectors and markets.
ARXO METALS: research and beneficiation
Arxo Metals, a wholly owned subsidiary, serves as the Group’s research, development, and beneficiation platform for chrome and PGM output. Located
near Brits in South Africa’s North West province—approximately 40 km from the Tharisa Mine—Arxo Metals turns our “mine-to-metal” vision into reality.
The company transforms raw ore into value-added, higher-margin products and implements new technologies.
In today’s mining industry, simple extraction is insufficient. Arxo Metals is central to Tharisa’s strategy to generate increased economic value—not only by
producing raw ore but by converting it into differentiated, high-value products. This approach supports our objective to “generate value by becoming a
globally significant, low-cost producer of strategic commodities required for a sustainable future.” Arxo Metals delivers on this mandate by focusing on
downstream beneficiation, innovation, and the commercialisation of new processing routes.
Core achievements
• Arxo Metals operates a beneficiation site with both research and production facilities near Brits. Its assets include a 1 MW DC furnace for the
production of PGM-rich metal alloys
• In chrome, Arxo Metals has developed proprietary processes for producing specialty chrome products, such as chemical-grade and foundry-
grade chrome concentrates, and for recovering fine chrome particles through the Vulcan complex
• Through its proprietary processes, Arxo Metals produces chrome alloy from Tharisa-mined chrome via a pilot facility, marking a significant step
into alloy production and greater value addition
• These processes are also more energy efficient. Traditional chrome alloy production is electricity intensive, requiring both smelting and
remelting. In contrast, Arxo Metal’s process consumes significantly less electricity, offering a cost and sustainability advantage
• Arxo Metals supports Tharisa Minerals’ wider sustainability goals. Its studies on green energy, beneficiation, and power consumption are integral
to a 15-year wheeling power purchase agreement, allowing Tharisa to source up to roughly 44% of the mine’s electricity through wheeled
renewable energy by 2026. Arxo Metals’ work is central to delivering this ‘greener chrome’ vision
• The pilot facility is also making a positive contribution locally, having created more than 100 jobs in the Madibeng region and providing training
opportunities for students and trainees.
Arxo Metals owns the Challenger Plant, which is integrated with Tharisa Minerals’ Genesis Plant and specialises in the production of chemical-grade and
foundry-grade concentrates. These specialty-grade concentrates, which are subject to more stringent specifications and fetch higher prices, are sold
through offtake agreements to customers in the chemical and foundry sectors. Arxo Metals produced 53.2 kt of specialty-grade concentrates (2024:
87.3 kt).
ARXO RESOURCES: trading
Arxo Resources Limited (‘Arxo Resources’) has built a robust, established platform of global customers, including stainless steel and ferrochrome producers
as well as commodity traders. The company has exclusive rights to sell metallurgical-grade chrome concentrate produced by Tharisa Minerals to customers
across China, Indonesia, and other international markets. The scale of Arxo Resources’ operations enables direct market access and real-time price
discovery. Its strong customer relationships also create an effective platform for the additional sales of third-party products.
Arxo Resources sold 1.4 Mt of metallurgical-grade chrome concentrates (2024: 1.7 Mt), of which Tharisa Minerals produced 1.35 Mt.
ARXO LOGISTICS: logistics
Arxo Logistics Proprietary Limited (‘Arxo Logistics’) provides an integrated logistics platform designed to reduce the costs and risks associated with
transporting concentrates. The company manages the road transport of Tharisa Minerals’ PGM concentrates to the Group’s off-take customers as well as
the long-haul logistics of chrome concentrates from the Tharisa Mine to international customers using both bulk and containerised shipping.
Due to infrastructural constraints affecting the South African inland rail network, Arxo Logistics has expanded its operational footprint and port usage
providing increased flexibility and greater supply certainty for global customers. Shipments are routed via Richards Bay Dry Bulk Terminal, Durban ports,
and Maputo Port.
Throughout 2025, Arxo Logistics ensured all materials were delivered to customers and offtakers on schedule. Arxo Logistics shipped 1.4 Mt of chrome
concentrate in the year (2024: 1.7 Mt), primarily to leading ports in China and Indonesia, including third-party material.
MANAGEMENT REPORT
for the year ended 30 September 2025
5
METQ: manufacturing
MetQ Proprietary Limited (‘MetQ’) is a South African-based company that specialises in manufacturing and distributing mineral processing equipment, with
a manufacturing facility based in Rosslyn, Pretoria, South Africa, becoming one of the market leaders in processes relying on particle sizing and gravity
concentration of various minerals.
MetQ developed and built its own polyurethane spraying equipment to spray solventless polyurethane as a wear-resistant coating. With this spraying
system, spirals could be manufactured to rival the best international offerings and bring cost savings for the mining industry. MetQ has expanded its spiral
range to include custom-designed units to ensure maximum efficiency in gravity separation circuits that recover numerous minerals. Products like
hydrocyclones, hydrosizers and screening media were also developed and added to the range. Research and development are the keystones to MetQ’s
success and ensures future growth.
MetQ supplies spirals to the Tharisa Group operations and other engineering equipment required by the Group while expanding its footprint to third-party
customers in multiple commodities.
MetQ products
• Hydrocyclones
• Spirals
• Hydrosizers
• Steel fabrication
• Screen media
• Other plant accessories
KARO MINING HOLDINGS plc: mine development asset
The Karo Platinum Project, situated within Zimbabwe’s famed Great Dyke, is a cornerstone of Tharisa’s diversification strategy and marks a significant
step in expanding its PGM footprint in Southern Africa.
The significance of the Great Dyke
The Great Dyke is a geological formation running for over 550 kilometres through the heart of Zimbabwe. It is renowned as one of the world’s richest
sources of PGMs and chrome, rivalling South Africa’s Bushveld Complex. The Great Dyke underpins Zimbabwe’s standing as the third largest producer
of platinum globally.
Developing the Karo Platinum Project within this region provides access to high-quality ore bodies with proven longevity. The strategic position within the
Great Dyke not only ensures resource security for Tharisa but also leverages existing regional infrastructure and an experienced workforce – key factors
in the sustainable, long-term development of a major mining operation.
History
The vision for Karo Platinum took shape in 2018 when Tharisa, through Karo Mining Holdings, secured a special mining grant for PGMs on the Great
Dyke. The project's establishment tapped into the region’s vast mineral endowment, positioning Tharisa as a significant player beyond South Africa and
ensuring exposure to a globally competitive ore body.
A 70% stake acquisition in Karo Mining Holdings by Tharisa in 2022 formalised its commitment, putting the Group at the centre of one of the most promising
new mining developments in Zimbabwe. As at the end of September 2025, Tharisa held a 78.17% stake in the business, with Medway Settlements holding
the balance. The Republic of Zimbabwe is a partner in the project and has a 15% stake on a free carry basis at the Karo Platinum level, held via Generation
Minerals, giving Tharisa an effective 66.44% shareholding in Karo Platinum.
Project outline
Karo Platinum has addressed Zimbabwe's legal compliance requirements, including licensing and environmental and social aspects and subscribes to the
Equator Principles.
The project area is encompassed in a 23 903 hectare mining lease 41. Base metals are intended to be extracted in association with the PGMs.
Karo is an initial open-pit PGM asset under construction, located some 85 km west-southwest (WSW) of Harare in the Mashonaland West Province of
Zimbabwe. The area is relatively flat, with the project area having a very slight ridge-oriented north-south and an elevation fall-off to the south towards the
tributaries of the Mupfure River, and is supported by good infrastructure, including tarred roads and power access in the project area.
The project is subdivided into six areas of focus for current work, namely: Karo Project East (KPE), Karo Project North East (KPNE), Karo Project North
West (KPNW), Karo Project South East (KPSE), Karo Project South West (KPSW) and Karo Project West (KPW). Mine development will comprise the
sequential development of four open pits, commencing with KPSE. A contractor mining model for a truck and shovel open-pit operation will be deployed,
delivering ROM to a centrally located concentrator plant. Ore will be processed at an onsite, 220 ktpm processing facility.
MANAGEMENT REPORT
for the year ended 30 September 2025
6
Project derisked
Karo Platinum has advanced significantly, with exploration, mine planning and infrastructure development largely complete. The project is derisked, part-
funded and positioned to commence production with high confidence in geology and cost controls.
EXPLORATION AND MINE PLANNING
INFRASTRUCTURE AND MINING
FINANCIALS AND RISK PROFILE
•
60 km of exploration drilled
→
high
geological confidence.
• 10-year open-pit mine plan
completed.
• Underground concept study
complete → feasibility follows
current infill drilling.
• Metallurgical test work was
completed on both base and
precious metal reefs.
•
Design and engineering: 100%
Earthworks: 100% | Civil works:
68%.
• 90% of long lead equipment
procured.
• Mills delivered; bulk water and
power secured.
• Pilot mining pit and equipment
testing completed.
•
USD1
77
m
illion
capital
spent to
date.
• Capex and opex confirmed beyond
definitive study accuracy.
The concentrator area has advanced significantly, with major construction milestones completed. Civil works are progressing well across the site, long
lead equipment has been delivered and installation is underway. The facility is designed to provide efficient, large-scale processing that underpins the
long-term success of the Karo Platinum Project.
REDOX ONE: long duration energy storage
Long-duration energy storage (‘LDES’) is necessary as the world shifts towards renewable energy. Redox One Limited’s (‘Redox One’) iron-chromium
Redox Flow Batteries (Fe Cr RFBs) provide a safe, cost-effective and scalable solution that aligns with the growing needs of a decarbonised world. The
energy storage market is growing exponentially in value and is expected to reach USD3 trillion by 2040. Redox One leads this transformative industry,
powering progress for future generations.
Redox One is dedicated to pioneering a sustainable energy future by delivering safe, reliable, cost-effective, large-scale energy storage solutions to
industries, communities and nations. Redox One’s mission is to accelerate the clean energy transition with iron-chromium flow battery technology, resulting
in long-term solutions for the global energy crisis.
Redox One’s technology embodies sustainability. It is a crucial step towards a decarbonised world. According to the International Energy Association (IEA)
by 2030, the world is projected to grow intermittent renewables by 3X, reaching nearly 50% of the electricity generation capacity. To shift renewables
generation to periods of demand, there is a corresponding growing need for LDES systems that will enable the continued growth of intermittent renewables
such as wind and solar. These systems must be sustainable, be capable of growing to a very large commercial scale, have minimum restrictions on siting
and have multi-decade project lifetimes. Redox One’s solutions offer precisely that.
Partnerships are the cornerstone of progress. Redox One’s journey to revolutionise the global energy landscape would not be possible without the network
of partnerships it has forged.
Redox One will provides the Group with something invaluable: a consistent and uninterrupted supply of iron-chromium. This will ensure that the Group has
the essential resources required to power our batteries for decades to come, not just securing our present but also building a sustainable future.
In addition to its technical achievements, Redox One has helped foster a culture of innovation within the Tharisa Group, providing employees with
opportunities for skills development and cross-disciplinary collaboration. The subsidiary’s initiatives have created new roles for scientists, engineers and
technologists, particularly within the local communities neighbouring Tharisa’s operations.
Looking ahead, Redox One will continue to focus on unlocking further value from Tharisa’s existing resource base and to seek strategic partnerships that
accelerate the adoption of cleaner, more efficient processing solutions. By remaining at the forefront of technological and sustainable development, Redox
One can contribute significantly to the Group’s long-term growth and leadership in the global minerals industry.
MANAGEMENT REPORT
for the year ended 30 September 2025
7
PRODUCTS
Average market prices
Year ended
30
Sep 202
5
Year ended
30
Sep 2024
Year on year
movement %
Average PGM contained metal basket price (6E)
US
D
/oz
1
615
1
362
18.6
Platinum
US
D/
oz
1
098
942
16.6
Palladium
US
D
/oz
1
033
1
002
3.1
Rhodium
US
D
/oz
5
309
4
467
18.8
42% metallurgical chrome concentrate
US
D
/t CIF China
266
299
(11.0)
PGM concentrate:
PGM concentrate is produced from both processing facilities. The concentrate produced from the Voyager Plant is of a higher grade than the concentrate
from the Genesis Plant due to the different chromitite reefs processed by the respective plants. The main element of the PGMs is platinum, followed by
palladium and rhodium, as measured by volume.
Metallurgical grade chrome concentrate
The typical metallurgical grade Tharisa produces is 40.0% to 42.0% chrome (as Cr
2
O
3
) with the silica (SiO
2
) lower than 5.0%.
Chemical-grade chrome concentrate
The typical chemical grade produced by Tharisa is 44.0% to 46.0% Cr
2
O
3
, with the SiO
2
lower than 1.0%. This is a higher-value chromite product than the
metallurgical grade chrome concentrate.
Foundry-grade chrome concentrate
The typical foundry grade produced by Tharisa is 45.0% to 46.0% Cr
2
O
3
, with the SiO
2
lower than 1.0%. The American Foundryman Society Grain Fineness
number (AFS number) is managed between 45 and 50. As with the chemical-grade chromite, this is a higher-value chrome concentrate than the
metallurgical-grade chrome concentrate.
MARKET REVIEW
South Africa remains a cornerstone of the global chrome and PGM industries, underpinned by vast geological endowments, well-established mining
infrastructure and a deep history of technical expertise.
The country holds the world’s largest chrome ore and PGM reserves, positioning its industry as a critical supplier to global value chains.
The PGM sector experienced an evolving demand landscape. Platinum and palladium markets remained central to autocatalyst applications, as global
emissions standards tighten and hybrid vehicle production persists alongside the slowing but gradual transition to battery-electric vehicles. Industrial
demand proved resilient, supported by chemical, petroleum and electronics sectors, while emerging technologies – particularly hydrogen fuel cells –
provide a strong strategic outlook for platinum in the medium to long term. In contrast, market volatility intensified due to softer automotive output in Western
economies, thrifting in catalyst formulations, and fluctuating sentiment around the pace of electrification.
Average annual PGM price increase of 18.6% to USD1 615/oz (2024: USD1 362/oz), with PGM production for the year at 138.3 koz (2024: 145.1 koz).
Chrome production is vital in supporting stainless-steel manufacturing, particularly in China, where stainless-steel output maintains a stable growth
trajectory aligned with urbanisation and infrastructure investment. South Africa’s high-grade metallurgical chrome ore remains in strong demand. Chrome
ore demand is driven by ferrochrome use, with more than 90% of chrome ore being used for metallurgical purposes. Approximately 4% of demand is
derived from the chemical industry and the balance from the foundry and refractory industries. The majority of metallurgical-grade chrome concentrate is
utilised in the production of ferrochrome. In turn, the largest consumer of ferrochrome is stainless steel. As such, the dynamics in the stainless-steel
industry impact the ferrochrome and chrome ore industries.
Similarly, South Africa’s chrome and PGM industries are well positioned to benefit from structural global demand for stainless steel, renewable technologies
and green-economy metals. Maintaining competitiveness will, however, rely on addressing systemic infrastructure issues, embracing technological
advancements and ensuring that the industry meets rising stakeholder expectations around responsible mining. The industry’s ability to dynamically adapt
to market transitions will remain a defining feature of its contribution to national economic development and global supply security.
Average annual metallurgical grade chrome concentrate prices contracted by 11.0% to USD266/t (2024: USD299/t) with total chrome production for the
year at 1 558.2 kt (2024: 1 702.6 kt).
Tharisa remains a significant player in the global chrome industry, supplying approximately 10% of China and Indonesia’s annual demand for the metal.
Tharisa remains a significant player in the specialty chrome market, with roughly 15% of the average annual chrome output delivered into these markets.
The prices of these products (chemical and foundry chrome) attract a premium over metallurgical grade chrome ore.
With the stainless-steel market in the Far East needing close to 2 Mt of chrome concentrate a month and the industry projected to grow at some 3%, the
fundamentals for chrome remain strong.
MANAGEMENT REPORT
for the year ended 30 September 2025
8
FINANCIAL RESULTS AND OVERVIEW
The Group’s results are set out on page 32 of the consolidated financial statements while the results of the Company are set out on page 97. The results
of the Group have been audited and the auditors have expressed an unqualified audit opinion.
Key financial metrics
30 September
2025
30 September
2024
Change
%
Revenue
US
D
’000
602
911
721
394
(16.4)
EBITDA
US
D
’000
187
323
177
626
5.5
Profit before tax
US
D
’000
117
478
117
679
(0.2)
Earnings per share
US
D
cents
26.7
27.7
(3.6)
Return on invested capital
%
9.7
11.1
(12.6)
Total debt
US
D
’000
105
346
106
183
(0.8)
Net cash
US
D
’000
69
751
117
492
(40.6)
Net debt/EBITDA
%
(37.2)
(66
.1
)
(43.7)
Net debt/equity
%
(8.2)
(15.1)
(45.7)
Exchange rate (ZAR:US
D
)
-
average
18.1
18.5
(2.2)
The financial results have been favourably impacted by the agreement reached with the South African Revenue Services relating to the Mining Royalties,
with a retrospective credit to the cost of sales from 2015 to 2024 of USD67.3 million (net of tax USD49.1 million).
Segmental analysis
The contribution to revenue and gross profit from the respective segments is summarised below:
30 September 202
5
USD million PGM Chrome Agency and trading Manufacturing Total
Revenue
191.9
393.3
11.2
6.5
602.9
Cost of sales
(125.2)
(271.4)
(10.8)
(4.2)
(411.6)
Manufacturing
(124.5)
(153.9)
(8.8)
(4.2)
(291.4)
Selling costs
(0.7)
(90.6)
(1.2)
-
(92.5)
Freight services
-
(26.9)
(0.8)
-
(27.7)
Gross profit
66.7
121.9
0.4
2.3
191.3
Gross profit margin
34.8%
31.0%
3.6%
35.4%
31.7%
Sales volumes
137.5 koz
1
377.5 kt
34.7 kt
-
-
30 September 202
4
USD million PGM Chrome Agency and trading Manufacturing Total
Revenue
154.5
491.3
68.5
7.1
721.4
Cost of sales
(111.3)
(358.3)
(62.5)
(4.7)
(536.8)
Manufacturing
(110.8)
(225.5)
(44.7)
(4.7)
(385.7)
Selling costs
(0.5)
(96.3)
(11.5)
-
(108.3)
Freight services
-
(36.5)
(6.3)
-
(42.8)
Gross profit
43.2
133.0
6.0
2.4
184.6
Gross profit margin
28.0%
27.1%
8.8%
33.8%
25.6%
Sales volumes
141.8 koz
1
747.5 kt
186.2 kt
-
-
The basis of the allocation of shared costs was revised to 55.0% for chrome (2024: 68.0%) and 45.0% for PGMs (2024: 32.0%). The basis of the allocation
of shared costs is driven by relative sales values at Tharisa Minerals for each segment. The allocation is reviewed semi-annually.
Revenue
PGM revenue increased by 24.2% year on year as a result of an 18.6% increase in PGM basket prices with PGM production remained relatively consistent
at 138.3 koz.
Rhodium prices averaged USD5 309/oz (2024: USD4 467/oz), an increase of 18.8%. Platinum prices averaged USD1 098/oz (2024: USD942/oz), an
increase of 16.6% and palladium prices averaged USD1 033/oz (2024: USD1 002/oz), an increase of 7.1%.
MANAGEMENT REPORT
for the year ended 30 September 2025
9
Costs
The following analysis computes the cash costs (i.e. excluding non-cash flow items such as depreciation) on a per cube and per ROM tonne mined for
mining costs and then analyses the major cost categories on a per tonne milled basis. Costs relating to deferred stripping of USD$9.8 million (2024:
USD65.8 million) which are capitalised, were excluded from the per tonne milled analysis.
30 September
2025
30 September
2024
Change
%
Cubes mined
km
3
15
633
16
953
(7.8)
Cost per cube mined
US
D
/m
3
14.3
11.0
30.0
Reef tonnes mined
kt
5
354
4
642
15.3
Cost per reef tonne mined*
US
D
/t
41.7
40.3
3.5
Tonnes milled
kt
5
556
5
594
(0.7)
* Excluding the cost of purchased ROM
Average sea freight costs decreased over the financial year to USD19/t (2024: USD23.0/t).
Summary of results
While overall cost of sales reduced from USD536.8 million to USD411.6 million, this is after crediting an amount of USD67.3 million relating to the
agreement reached with the South African Revenue Service relating to the Mining Royalty from 2015 to 2024 of USD67.3 million. No adjustment was
made to the comparable year’s cost of sales.
Other operating expenses increased by 2.3% to USD68.1 million (2024: USD66.6 million). The largest cost component of other operating expenses was
employee related expenses of USD34.2 million which contributed 50.2% to total other operating expenses.
EBITDA totalled USD187.3 million (2024: USD177.6 million).
Finance costs for the year amounted to USD9.9 million (2024: USD11.9 million).
Changes in fair value of financial liabilities at fair value through profit or loss of USD6.9 million included USD6.0 million relating to commodity hedges for
platinum and palladium required by the lenders of the term loan, of which USD4.2 million Is unrealised.
The Group generated a profit before tax of USD117.6 million (2024: USD117.7 million).
The taxation charge totalled USD36.2 million (2024: USD35.0 million) with an effective tax rate of 31.2% (2024: 29.8%). Cash taxes paid totalled
USD15.0 million (2024: USD23.6 million).
Taking into account the foreign currency translation reserve of USD3.5 million (2024: USD32.7 million), total comprehensive income amounted to
USD84.4 million (2024: USD115.4 million).
The ZAR:USD volatility remained elevated during the financial year. The average ZAR:USD exchange rate was ZAR18.1 (2024: ZAR18.5) while the closing
exchange rate was ZAR17.3 (2024: ZAR17.3).
Basic earnings per share for the financial year amounted to US 26.7 cents (2024: US 27.4 cents).
Return on invested capital for the year decreased from 11.1% to 9.7% for 2025.
Capital expenditure and commitments
Total capital expenditure amounted to USD113.6 million (2024: USD195.0 million). Of the total capital spent, USD36.2 million pertained to mining fleet,
USD22.9 million related to other mining assets, additions to the deferred stripping asset amounted to USD9.8 million, USD12.6 million was spent on the
underground mining development and capital spent for the Karo Platinum Project amounted to USD32.1 million.
Total capital commitment at the financial year end totalled USD79.6 million (Karo Platinum: USD25.0 million):
▪ Contracted for property, plant, and equipment – USD75.6 million
▪ Authorised but not contracted for property, plant, and equipment – USD4.0 million.
MANAGEMENT REPORT
for the year ended 30 September 2025
10
Cash flows and working capital
Cash flows generated from operations before accounting for working capital movements amounted to USD125.3 million (2024: USD182.9 million).
Working capital movements for the year include the following:
▪ A decrease in inventories of USD11.4 million
▪ An increase in trade and other receivables of USD22.4 million
▪ A decrease in trade and other payables of USD11.2 million
Total cash additions to property, plant, and equipment for the year totalled USD113.6 million (2024: USD195.0 million). After taking into account, inter alia,
debt and interest repayments, there was a net decrease in cash and cash equivalents of USD46.2 million (2024: USD41.6 million).
Cash and cash equivalents, including the restricted cash, totalled USD175.1 million at 30 September 2025 (2024: USD223.7 million). Net current assets
totalled USD189.9 million (2024: USD184.0 million).
Outlook
Production guidance for 2026 is set between 145 koz and 165 koz PGMs (6E basis) and 1.50 Mt to 1.65 Mt of chrome concentrates.
NON-IFRS ACCOUNTING STANDARDS FINANCIAL INFORMATION
The Group uses certain non-IFRS financial measures to assess and communicate on the Group’s financial performance. These financial measures are
included in note 40 to the consolidated financial statements in anticipation of the adoption of IFRS 18 Presentation and Disclosure in Financial Statements:
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’)
In accordance with the UK Financial Conduct Authority (FCA) Listing Rules, entities listed in the UK must disclose in accordance with the TCFD
recommendations and disclosures effective from 2023. To comply with this requirement, the Group has prepared a Sustainability Report which references
the recommendations and disclosures in compliance with the TCFD. The Group has published the Sustainability Report together with this report which is
available on the Group’s website: www.tharisa.com. Since the Sustainability Report contains information about the Group’s sustainability, environmental
and climate related matters, social responsibility and governance, the Company believes it is more appropriate to include the TCFD disclosures as part of
the Sustainability Report as it provides a holistic overview of the Group’s business. In addition, the Sustainability Report has been referenced against the
recommendations and disclosures in compliance with the TCFD. Various sustainability development goals (‘SDG’) relevant to the Group’s environmental
and social risks and the Group’s commitment to these development goals have been included in the Sustainability Report. The Group’s sustainability
strategy aligns with the SDGs adopted by the United Nations, focusing on specifically nine SDGs where the Group can have the most substantial social
and environmental impact. The majority of the Group’s SDGs are of a long-term nature, but the Group believes significant progress has been made in
achieving these targets. Refer to the Sustainability Report available on the Group’s website: www.tharisa.com.
CHANGES IN THE GROUP STRUCTURE
There were no changes to the group structure during the year ended 30 September 2025, however, the Company increased its shareholding in Karo
Mining. During the year ended 30 September 2025 Karo Mining issued an additional 5 082 new ordinary shares for a cash subscription of USD36.5 million
to the Company. The additional shares issued represented 1.95% of the issued share capital of Karo Mining which increased the Company’s shareholding
to 78.17%.
Refer to note 24 of the consolidated financial statements and note 10 of the separate financial statements.
RELATED PARTIES
From time to time, the Group concludes transactions with related parties. Outstanding balances at year-end are unsecured and settlement occurs in cash
and are disclosed in the ensuing consolidated financial statements (refer to note 35) and the separate financial statements (refer to note 21).
DIVIDENDS
During the year ended 30 September 2025, the Company declared and paid a final dividend of US 3.0 cents per share in respect of the financial year
ended 30 September 2024. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the financial year ended
30 September 2025.
During the year ended 30 September 2024, the Company declared and paid a final dividend of US 2.0 cents per share in respect of the financial year
ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the financial year ended
30 September 2024.
On 27 November 2025, the Board proposed a final dividend of US 1.5 cents per share, subject to the necessary shareholder approval at the Annual
General Meeting.
MANAGEMENT REPORT
for the year ended 30 September 2025
11
SHARE CAPITAL AND PREMIUM AND TREASURY SHARES
The authorised share capital of the Company comprises 10 000 million ordinary shares of USD0.001 each and 1 051 convertible redeemable preference
shares of USD1 each. At 30 September 2025, the issued and fully paid ordinary share capital comprised 294 175 203 (2024: 295 204 391) ordinary shares.
As at 30 September 2025 and the date of this report, treasury shares totalled 8 421 540 (2024: 7 392 352) ordinary shares (refer to note 24 to the
consolidated financial statements and note 15 to the separate financial statements).
During the year ended 30 September 2025, the Company repurchased 3 070 651 ordinary shares (nominal value of USD0.001 per share) for a total
consideration of USD3.7 million These shares are included in the treasury shares. At 30 September 2025, the repurchased shares represent 2.7% of the
issued ordinary share capital. The Board believed that the Company’s shares were trading at a significant discount, having been negatively impacted by
the market perception on the unfunded Karo Platinum Project and the investment required for the Tharisa Mine underground transition. The Group is
committed to capital discipline and believes that the share repurchase supports this.
All ordinary shares other than for the treasury shares rank equally with regard to the Company's residual assets. The holders of ordinary shares, other
than the treasury shares, are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
There are no restrictions in the exercising of voting rights of shares issued by the Company.
MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors, during the year, as at 30 September 2025 and the date of this report are:
Loucas Christos Pouroulis Executive Chairman
Phoevos Pouroulis Chief Executive Officer
Michael Gifford Jones Chief Finance Officer
Carol Bell Lead Independent Non-Executive Director
John David Salter Independent Non-Executive Director
Roger Owen Davey Independent Non-Executive Director
Gloria Zvaravanhu Independent Non-Executive Director
Shelley Wai Man Lo Non-Executive Director
Chen Hao Non-Executive Director
Omar Marwan Kamal* Independent Non-Executive Director
Resigned on 30 September 2025
In line with the best practice and the Group’s commitment to diversity, the Board of Directors takes into account diversity, equality and inclusion aspects
when making new Board appointments and considering the composition of the Board. As of 30 September 2025, there are three female members on the
Board, equivalent to 33.3% of the Board. The lead independent director is female while another female director, Gloria Zvaravanhu, is from an ethnic,
minority background. Whilst Tharisa is not currently meeting a target of 40% female representation on its Board of Directors, the Board will pursue
opportunities to increase the number of female and racially and ethnically diverse Board members over time, provided that it is consistent with the skills
and diversity requirements of the Board.
There has been no other change in the composition or the allocation of responsibilities of the Board of Directors’ of the Company between
30 September 2025 and the date of approval of the consolidated and separate financial statements.
At 30 September 2025, the board composition was:
Number of board
members
Percentage of
board
Number of senior
positions on the
board
Number in
executive
management
Percentage of
executive
management
Male
6
66.
7
%
3
1
7
81.0
%
Female
3
3
3
.
3
%
-
4
19.0
%
9
100.0%
3
21
100.0%
White
6
66.7
%
3
1
8
85
.
7
%
Asian
2
2
2
.
2
%
-
1
4.8%
Black
1
1
1
.
1
%
-
2
9.5
%
9
100.0%
3
21
100.0%
Information extracted from the employee lists, Patterson grades F and above
MANAGEMENT REPORT
for the year ended 30 September 2025
12
DIRECTORS’ INTEREST
The interest in the share capital of the Company, both direct and indirect, of the Board of Directors is disclosed below:
30 September
2025
30 September
2024
%
%
LC Pouroulis
0.51
0.42
P Pouroulis
2.83
2.73
MG Jones
0.22
0.24
C Bell
0.02
0.02
Total
3.58
3.41
The interest percentage represents the percentage of voting rights. There has been no change in the Board of Directors’ interests in the share capital of
the Company between 30 September 2025 and the date of approval of the consolidated and separate financial statements.
SHAREHOLDER ANALYSIS
Analysis of shareholders as at 30 September 2025
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Holding 1 to 10 000 shares
2
681
1
714
149
0.57
0.58
Holding 10 001 to 100 000 shares
143
4
619
399
1.53
1.57
Holding 100 001 to 1 000 000 shares
82
27
772
213
9.18
9.44
Holding 1 000 001 to 5 000 000 shares
24
47
734
944
15.7
7
16.23
Holding 5 000 001 to 100 000 000 shares
5
89
014
492
29.42
30.26
Holding > 100 000 000 shares
1
123
320
006
40.75
41.92
Treasury shares
-
8
421
540
2.78
-
Total
2
936
302
596
743
100.00
100.00
Major shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Shareholders holding 10% or more
Medway Developments Limited
123
320
006
40.75
41.92
Rance Holdings Limited
38
526
509
12.73
13.10
Shareholders holding 5% or more
Fujian Wuhang Stainless Steel Co. Limited
26
737
540
8.84
9.09
188
584
055
62.32
64.11
Public and non-public shareholders
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Public
2
924
121
104
782
40.02
41.17
Non
-
public
Directors and associates of the Company and its subsidiaries
10
11
223
906
3.71
3.81
Persons interested (other than directors), directly or indirectly,
in 10% or more
2 161 846 515 53.49 55.02
Total
2
936
294
175
203
97.22
100.00
MANAGEMENT REPORT
for the year ended 30 September 2025
13
COMPANY SECRETARIES
Sanet Findlay serves as the Company Secretary. Lysandros Lysandrides serves as the Assistant Company Secretary. The Board of Directors formally
assessed and considered the performance and qualifications of the Company Secretaries and is satisfied that they are competent, suitably qualified and
experienced. They are not directors of the Company, nor are they related or connected to any of the Directors and the Board of Directors is satisfied that
they maintain an arm's length relationship with the Board of Directors. Their contact details are as follows:
Sanet Findlay Lysandros Lysandrides
2nd Floor, The Crossing 31 Evagoras Avenue
372 Main Road Evagoras House, 6
th
Floor
Bryanston, 2191 Nicosia
South Africa Cyprus
The Company Secretaries are available to advise all Directors to ensure compliance with the Board procedures. A procedure is also in place to enable
Directors, if they so wish, to seek independent professional advice at the Group’s expense.
CONTINGENCIES AND COMMITMENTS
The Group’s contingencies and commitments are disclosed in notes 36 and 37 to the consolidated financial statements and note 22 to the separate
financial statements.
SIGNIFICANT SHAREHOLDERS
Refer to the Corporate Governance Report for shareholders holding more than 5% of the issued share capital of the Company.
EVENTS AFTER THE REPORTING PERIOD
Events after the reporting period are disclosed in note 38 to the consolidated financial statements and note 23 to the separate financial statements.
DIRECTORS’ AND MANAGEMENT REMUNERATION
Directors’ remuneration is disclosed in note 11 to the consolidated financial statements and note 6 to the separate financial statements. Key management’s
remuneration is disclosed in note 35 to the consolidated financial statements. There has been no significant change in the remuneration of the Board of
Directors’ and key management of the Company between 30 September 2025 and the date of approval of the consolidated financial statements.
ARTICLES OF ASSOCIATION
Refer to the Corporate Governance Report for provisions relating to how Articles of Association may be amended.
COMPANY’S INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE FINANCIAL REPORTING PROCESS
Refer to the Corporate Governance Report for provisions relating to internal control and risk management.
INDEPENDENT AUDITORS
BDO Limited has expressed its willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be
proposed at the Annual General Meeting.
BRANCHES
A subsidiary of the Company, Redox One Limited established a branch in Germany during the year ended 30 September 2023. The branch was fully
operational during the year ended 30 September 2025.
GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis.
Refer to notes 24 and 34 to the consolidated financial statements and notes 15 and 20 to the separate financial statements for statements on the Group’s
objectives, policies and processes for managing its capital, details of its financial instruments and hedging activities; its exposures to market risk in relation
to commodity prices and foreign exchange risks; interest rate risk; credit risk; and liquidity risk.
ENVIRONMENTAL
The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease (refer to note 25 to the consolidated financial statements).
MANAGEMENT REPORT
for the year ended 30 September 2025
14
RESEARCH AND DEVELOPMENT
The Group’s approach to research and development is founded on its core value of innovation. The Group strives to push through established boundaries
and limitations within existing processing and product development, optimizing processes and challenging convention. The development of downstream
beneficiation of the Group’s PGMs is part of its philosophy of capturing value and margin down the supply chain and ultimately being in control of metal
flows through to direct sales.
CORPORATE SOCIAL RESPONSIBILITY
Sustainability starts with a corporate value system that upholds responsibilities to the planet and to people. This corporate value system is based on a
principled approach to doing business and is guided by the need to protect the environment, human rights and stakeholders that are affected by the
Group's businesses.
Sustainability is a blueprint for shared values and it is through sustainability that the Group is able to create additional value for its investors and for all of
its stakeholders including employees, contractors, suppliers, the communities in which it operates, and various levels of government.
On a broader basis, the Group subscribes to the Equator Principles and has embraced the Ten Principles of the UN Global Compact.
The Equator Principles are a risk management framework, adopted by financial institutions, for determining, assessing, and managing environmental and
social risk in projects. They are primarily intended to provide a minimum standard for due diligence to support responsible risk decision-making.
Tharisa Minerals is proud of its track record in minimising its environmental impact and, while it strives to improve further, it takes similar pride in its mature
and mutually beneficial relationships with the communities that border the Tharisa Minerals’ mine. The safety and health of the Group's employees is a
core value.
The Group not only understands its obligations to create social capital as enshrined in the Mineral and Petroleum Resources Development Act, but also
strives to achieve these obligations in ways that create ongoing positive social impacts.
The Group has published its Sustainability Report which is available on the Company’s website. The sustainability report contains information about safety
and health, human resources, environmental matters, social development, and human rights.
STAKEHOLDER ENGAGEMENT
The Group believes that stakeholder engagement is a business imperative and that strong lines of communication between stakeholders ensure the
success of the Group and secure its place within the community. The Group’s stakeholder engagement strategy aims to maintain good working relations,
manages social risk and develops solutions to social challenges faced by its stakeholders. Tharisa’s stakeholder engagement framework will be further
developed for the new jurisdictions that it is entering as those operations are established.
HUMAN RESOURCES
The Group considers the wellbeing of employees central to its success and strives to maintain exemplary working standards, ensure job satisfaction and
create opportunities for professional growth. The Group’s human resources policy focuses on creating a positive atmosphere at all offices and facilities to
maximise productivity. The Group’s future success will partly depend on its ability to continue to attract, retain and motivate key employees and qualified
personnel, in particular an experienced management team.
Adequate remuneration packages, which are in line with or in excess of market levels, are offered to all employees and key managers. The Human
Resource function regularly monitors salary levels and other benefits to ensure that the Group’s remuneration packages are adequate.
NON-FINANCIAL INFORMATION
The Group will be publishing its non-financial information within its Annual Report that will be issued within four months after the balance sheet date and
will be available on the company’s website: www.tharisa.com.
MANAGEMENT REPORT
for the year ended 30 September 2025
15
PRINCIPAL RISKS AND UNCERTAINTIES
The Group’s critical estimates and judgements and financial risk management are disclosed in notes 3 and 34 to the consolidated financial statements
and notes 3 and 20 to the separate financial statements. Additional disclosure on financial risk and judgement is disclosed in each note to the financial
statements.
The Group’s contingencies, commitments and guarantees are disclosed in notes 36 and 37 to the consolidated financial statements and notes 21 and 22
to the separate financial statements.
The Tharisa Group understands that it operates in a dynamic business environment inherently characterised by change and uncertainty; therefore, the
Group recognises that risk management is a critical success factor and views its risk management process as a strategic enabler in achieving its business
objectives and maintaining resilience in delivering shareholder value.
Risk management process
The Group’s proactive and integrated risk management approach is essential for operational and strategic decision making, as it enhances and protects
the Group's value while capitalising on identified opportunities to best serve the long-term interests of all its stakeholders.
The Group adheres to the ISO 31000 systematic and rigorous process for risk management, which entails establishing internal and external contexts,
identifying, analysing, evaluating and treating risks, recording and reporting outcomes, and monitoring and reviewing the process.
By incorporating risk management into the Group’s daily activities and processes, the Group can proactively plan for potential future undesirable events
that may arise from internal and external sources and make informed decisions. The Group regards risk management as a strategic enabler, rather than
a compliance-driven process. This guarantees that it considers and acts proactively at every level to achieve its strategic objectives.
The Group’s ERM foundation is built on the principles outlined in the ISO 31000 international guideline on risk management, as well as King IV, illustrated
below.
Accountability and governance
The Group’s ERM process is a strategic initiative fully supported by the Board and executive management. The Executive Committee (exco) constantly
monitors risks, while the Risk Committee oversees the process to ensure accountability and strategic oversight.
The top 10 risks originating at all operational levels of the Group are elevated to a strategic level, incorporating a bottom-up view of risks within the
organisation.
Managing the risks
Various risk mitigating strategies are evaluated, including risk termination/avoidance, treatment/reduction, transfer/sharing, or tolerance/acceptance. When
selecting and implementing risk mitigating options, the Group considers the values and perceptions of stakeholders.
The decision to implement a mitigating strategy is based on risk tolerances, the effect the treatment will have on the impact and likelihood ratings and the
cost benefit. Once risk treatment strategies are implemented, ongoing monitoring is conducted to ensure their effectiveness and continued success.
The Board of Directors has ultimate responsibility for risk governance and oversight and has delegated this role to the Risk Committee. The operational
management is the front line of defence and owns and manages the risk, followed by the risk and compliance function which oversees the risk register
and monitors ongoing progress and changes, supported by the internal audit function, which provided independent assurance.
MANAGEMENT REPORT
for the year ended 30 September 2025
16
1. Failure to achieve zero harm
Drivers:
• Employee behaviour
• The Group’s business partners’ health and safety
compliance maturity may not be aligned with
Tharisa
• Lack of internal standards control
• Lack of organisational system applications for
real-time monitoring of incidents
• Inadequate alignment of risk management
Impacts:
• Operational stoppages (section 54 by the
Department of Mineral and Petroleum
Resources), which have an impact on
production
• Decreased employee wellness and quality of life
Mitigation:
• Isometrix application for real-time monitoring and reporting of SHE
incidents
• Document management system (DMS) to standardise and centralise
documents
• Contractor onboarding system to ensure compliance with the Mine
Health and Safety Act 29 of 1996 (MHSA) for the Group’s business
partners
• Standardised operational risk management procedure/framework
• Management of change procedure
• Safe Life behaviours
• Fatal hazard code awareness and
self-assessments
•
Group standards’ self
-
assessments
Comments:
Employees health and safety are a core value.
The Group is
committed to the continued implementation of our SHE strategy in
its
quest for zero harm, albeit that good safety performance was
demonstrated in the recent past.
2. Volatility in commodity prices
Drivers:
• Economic downturn impacting demand
Impacts:
• The Group’s revenues, profitability and future
growth rate
• The capacity to invest in growth projects is
constrained during periods of low-commodity
prices, which may, in turn affect future
performance
Mitigation:
• Proactive management of debt and the delivery of cash
• Improvement and operational performance targets
• Regular updates of economic analysis and ongoing discussions on
commodity price assumptions with the executive managers and the
Board
• Multiple product streams. (PGMs, metallurgical Cr, foundry Cr and
chemical Cr)
•
Lowest cost quartile
Comments:
Macroeconomic conditions remain uncertain, which may result in price volatility in the products mined and marketed. However,
the Group’s
versatile
combination
of metals give
the Group
a
competitive advantage, enabling
it
to adapt to market fluctuations and sustain
its
operational resilience.
MANAGEMENT REPORT
for the year ended 30 September 2025
17
3. Inadequate financing and liquidity
Drivers:
• Inability to raise funds to meet
financial obligations, finance
operations and sustain growth.
Impacts:
• Lower levels of cash flow, profitability and valuation
• Debt costs may increase due to ratings’ agency downgrades and the
possibility of restricted access to funding
• The Group may be unable to complete the investment programme
within the desired timescales or achieve the expected values
Mitigation:
• Prudent financial planning
• Maintaining a strong balance sheet
Comments:
Tharisa remains committed to all its stakeholders, applying financial discipline, ensuring long
-
term sustainability of the Group.
4. Country risk (Zimbabwe)
Drivers:
• Economic downturn impacting
demand
Impacts:
• Investor reluctance
• Increased operational costs
• Operational disruptions
• Erosion of profitability
• Difficulty repatriating profits
• Fixed-price contracts may become unviable as inflation drives up
costs over time
Mitigation:
• Regular engagement with government and regulatory
authorities
• Political risk insurance
• Partnership with local stakeholders
• Indexing of contracts to inflation
• Cost control and efficiency
• Adequate cash reserve maintenance
•
Pricing and contract flexibility
Comments:
The
regulatory environment
in Zimbabwe is un
certain
specifically the fiscal environment as the country seeks to implement a single currency rather than the multi
-
currency (mainly the USD)
environment, leading to the possible return of a hyper
-
inflation environment.
5. Asset concentration
Drivers:
• Capital constraints
Impacts:
• Business interruption
Mitigation:
• The Group has invested in the development of Karo Platinum.
• Focus on Research and Development and downstream
beneficiation as well as operations with improved plant
recoveries
commercialising projects such as Redox One
Comments:
This risk continues to be monitored, taking all possible opportunities for expansion into account
MANAGEMENT REPORT
for the year ended 30 September 2025
18
6. Environmental Risk and Governance (ESG)
Drivers:
• Inability to attain a social licence to operate
• Lack of inclusive participation in business opportunities
for doorstep communities
• Poor stakeholder engagement with the interested and
affected parties on issues that affect doorstep
communities
• High unemployment rate within doorstep communities
Impacts:
• Cash flow is negatively affected
• Community unrest
• Reputational risk to Tharisa
Mitigation:
• Environmental stewardship
• Monitoring of Social and Labour Plan programmes to ensure
completion of the identified projects
• Ringfenced community opportunities for business and labour
• Ensuring compliance across the operational permits from
regulators.
• Regular stakeholder engagement with regulators and
community structures.
Comments:
Climate change is one of the defining challenges of our era and our commitment to being part of the global response presents
both opportunities and risks.
7. Political uncertainty (SA)
Drivers:
• National coalition government in South Africa between
parties
Impacts:
• Decline in foreign investment
• Exchange rate volatility
Mitigation:
• Closely monitoring the political landscape to adapt where
needed
• Government and community engagement
• Investment ratings (negative) impacting availability and cost of
funding
8. Failure to comply with authorisation conditions, obtain amendments to current authorisations and other mining regulations
Drivers:
• Evolving regulations because of political developments
• Changes in societal expectations and the public
perception of mining activities
• Failure to comply with management processes will
threaten the ability to adhere to regulations and permits
• Delays in the authorisation process due to continually
changing regulatory requirements
Impacts:
• Delays to projects and disruption to existing
operations resulting in financial loss
• Legal claims and regulatory actions, fines and
reputational damage
Mitigation:
• Legal guidance/advice and regular updates on changing
regulatory requirements
• Regular engagements with relevant authorities to strengthen
relationships
• Community forum established
• MHSA, SHE alerts on newly introduced, updated and obsolete
laws/regulations/ legislations
Comments:
Tharisa prioritises compliance with all regulatory bodies to ensure sustainable mining practices. By adhering to these regula
tions, we demonstrate our commitment to responsible and long
-
term
resource management.
MANAGEMENT REPORT
for the year ended 30 September 2025
19
9. Cybersecurity attacks/cybercrime
Drivers:
• Lack of user knowledge (employees)
• Lack of continuous software patching and updates
• Lack of firewall rules to detect malicious attacks
• Lack of network monitoring and strict network boundaries
• Lack of intrusion prevention system
Impacts:
• Revenue loss and reputational damage
• Exposure of confidential information
• Business interruption
• Legal and regulatory impacts (Protection of
Personal Information Act, 2013 (Act 4 of 2013)
(POPIA)) implications)
Mitigation:
• Cybersecurity awareness training, campaigns
• Unified email management system
• Adequate firewalls and multifactor authorisations
• Annual vulnerability and penetration assessment.
Comments:
During 2024, our controls did not respond as planned and a cyber
-
attack resulted in significant impacts for the Tharisa Group
albeit that operations continued throughout the recovery period
.
Lessons learned…. Our cybersecurity programmes constantly evolve with the continuously changing risk landscape.
10. Customer concentration
Drivers:
• Stainless-steel market in China
• PGMs – two customers
Impacts:
• If a key customer is lost, it can impact revenue
• Loss of bargaining power
• Business interruption
Mitigation:
• Continuous stakeholder engagement
• Ongoing discussions on supply agreements
• Enforcement of supply agreements
•
Investment in research and development for beneficiation
Comments:
The bulk of Tharisa’s
chrome production is exported to China and Indonesia. This provides the Group with significant exposure to a single geographi
c market, despite its diverse customer base.
This risk is continually monitored, taking into account all possible opportunities fo
r alternative markets.
11. Labour: Finding talent continues to be a significant challenge for mining and metals companies
Drivers:
• Skilled labour leaving the country
• Lack of industry interest from young talent
Impacts:
• Lack of continuity, knowledge drain, decreased
employee engagement and morale, increased
recruitment costs and business disruption.
Mitigation:
• Talent management framework
• Recruitment and selection policy
• Identification of scarce skills
• Upskilling or filling roles with internal candidates, where
possible
• Leveraging university and experiential programmes
• Participation in school career fairs within the area of influence
Comments:
We recognise our workforce as our key priority asset and are committed to their continued improvement and growth. We strive t
o maintain an environment that encourages employee contributions
and attracts new talent.
MANAGEMENT REPORT
for the year ended 30 September 2025
20
12. Inadequate resource and reserve management
Drivers:
• Sub-optimal quantity and quality of reef
(poor processing plant recoveries)
• Pit dilution
Impacts:
• Financial loss
• Reduced LOM
Mitigation:
• Owner mining model
• Investment in the latest technology and machinery for optimal mining practices
• Skilled workforce
• Strategic purchase of ROM ore
• Accuracy and execution of mine plan
•
Employee KPI management
Comments:
We have implemented comprehensive measures and continuously improve our processes to effectively address and mitigate the ris
k, ensuring optimised resource utilisation and long
-
term
shareholder value.
13. Equipment breakdowns
Drivers:
• Ageing equipment
• Supply chain disruptions
Impacts:
• Financial loss
Mitigation:
• Fleet optimisation
• Skilled workforce – engineering and geology
• Preventive maintenance
• Supply chain management efficiencies
• Adequate ROM stockpiles (target two months) while supplementing times of low ROM with
purchases of ROM from third parties
•
Continuous investment
Comments:
We are committed to the proactive mitigation of the risk to ensure operational continuity and protect shareholder value
.
We are committed to proactively mitigating risks to ensure operational
continuity and protect shareholder value.
MANAGEMENT REPORT
for the year ended 30 September 2025
21
CORPORATE GOVERNANCE STATEMENT
The Board is of the opinion that the Company is compliant with the JSE Listings Requirements and King IV in all material respects, other than having an
Executive Chairman. The former has been mitigated by the appointment of a Lead Independent Director (refer to the Corporate Governance Report).
On behalf of the Board of Directors
P h o ev o s P o u r o u lis Mich ael J o n es
C hie f E x ecut ive Off ic e r Chef Finance Officer
Cyprus
27 November 2025
CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCE OFFICER RESPONSIBILITY
STATEMENT
22
The directors, whose names are stated below, hereby confirm that:
• The consolidated annual financial statements and company annual financial statements set out on pages 32 to 95 and 97 to 125 of this
document, fairly present in all material respects the financial position, financial performance and cash flows of Tharisa plc and its subsidiaries
and of Tharisa plc company in terms of IFRS Accounting Standards;
• To the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the consolidated annual
financial statements and company annual financial statements false or misleading;
• Internal financial controls have been put in place to ensure that material information relating to Tharisa plc and its consolidated subsidiaries
have been provided to effectively prepare the consolidated financial statements and separate financial statements of Tharisa plc;
• The internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled
our role and function as executive directors with primary responsibility for implementation and execution of controls;
• Where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design and operational effectiveness
of the internal financial controls, and have remediated the deficiencies / taken steps to remedy the deficiencies; and
• We are not aware of any fraud involving directors.
P h o ev o s P o u r o u lis Mich ael J o n es
C hie f E x ecut ive Off ic e r Chief Finance Officer
Cyprus
27 November 2025
23
STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS RESPONSIBLE FOR THE DRAFTING OF THE ANNUAL
CONSOLIDATED FINANCIAL REPORT AND FINANCIAL STATEMENTS OF THARISA PLC ACCORDING TO THE UNITED KINGDOM
DISCLOSURE GUIDANCE AND TRANSPARENCY RULES (‘UK DTR’).
In accordance with DTR4.1 on Annual Financial Reporting, providing for the disclosure and transparency requirements for issuers whose
transferable securities are admitted to trading on a UK Recognised Investment Exchange, we, the members of the Board of Directors,
responsible for the preparation of the annual consolidated financial statements of Tharisa plc for the period ended 30 September 2025,
hereby declare that to the best of our knowledge:
(a) the financial statements, prepared in accordance with IFRS Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole;
and
(b) the management report includes a fair review of the development and performance of the business and the position of the
Company, and the undertakings included in the consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face.
Loucas Pouroulis Executive Chairman
Phoevos Pouroulis Chief Executive Officer
Michael Jones Chief Finance Officer
Carol Bell Lead independent non-executive director
David Salter Independent non-executive director
Roger Davey Independent non-executive director
Gloria Zvaravanhu Independent non-executive director
Shelley Lo Wai Man Non-executive director
Chen Hao Non-executive director
Cyprus, 27 November 2025
24
Independent Auditor’s Report
To the Members of Tharisa plc
Report on the Audit of the Consolidated and Separate Financial Statements
Opinion
We have audited the consolidated financial statements of Tharisa plc and its subsidiaries (the
“Group”), and the separate financial statements of Tharisa plc (the “Company”), which are presented
in pages 32 to 125 and comprise the consolidated statement of financial position and the statement
of financial position of the Company as at 30 September 2025, and the consolidated statements of
profit or loss and other comprehensive income, changes in equity and cash flows, and the statements
of profit or loss and other comprehensive income, changes in equity and cash flows of the Company
for the year then ended, and notes to the consolidated and separate financial statements, including
material accounting policy information.
In our opinion, the accompanying consolidated and separate financial statements give a true and fair
view of the financial position of the Group and the Company as at 30 September 2025, and of their
financial performance and their cash flows for the year then ended in accordance with IFRS
Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting
Standards”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated and Separate Financial Statements section of our report. We are
independent of the Group and the Company in accordance with the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (“IESBA Code”) together with the ethical requirements that
are relevant to our audit of the consolidated and separate financial statements in Cyprus, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA
Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no Key audit matters to communicate in our report in respect of
our audit of the separate financial statements of the Company.
25
Key Audit Matters
Audit Response
Revenue Recognition
The Group’s revenue for the year
ended 30 September 2025 amounted
to US$ 602 911 thousands in the
consolidated financial statements.
Terms of sales are generally subject
to complex terms regarding how title
and control of goods are transferred
to the customer as well as
retrospective pricing arrangements.
The amount of consideration which
the Group expects to be entitled to
receive in exchange for the sale of
PGM and chrome concentrate includes
variable amounts as it is subject to
quality and quantity adjustments, as
well as potential final pricing
adjustments after delivery of the
goods.
Refer to notes 4 and 5 of the
accompanying consolidated financial
statements of the Group for more
information.
Management is therefore required to
exercise significant judgements as to
the timing of revenue recognition and
the determination of the transaction
price which includes estimating
variable consideration, and which
considering the high value of revenue
transactions, can have a significant
impact on the revenue recognised in
the consolidated financial statements.
Revenue recognition was therefore
considered a key audit matter.
In this area, we performed the following audit
procedures among others:
• we gained an understanding of the revenue
recognition process for different revenue
streams, including the system of controls, to
assess whether it is designed and implemented
effectively to prevent, detect or correct
material misstatements in the reported revenue
figures;
• we reviewed the methodology followed relating
to provisional pricing of sales contracts;
• for a sample of revenue transactions, we:
(i) reviewed and understood the key terms
and conditions of the related sales contracts
and ensured the amounts recognised were in
accordance with the requirements of IFRS 15
“Revenue from contracts with customers”;
(ii) verified the amounts recorded to
supporting documentation, including
preliminary and final invoices, shipping
documents, final quantity and quality
reports, external market price information
and bank statements;
(iii) confirmed there were no significant
differences in the estimates used at the
provisional invoicing stage when compared to
the final invoice agreed with the customer;
and
(iv) confirmed that sales recorded were
consistent with the related entries in the
inventory reconciliation records;
• for a sample of revenue transactions, we
obtained third party confirmations from the
customers for the revenue recorded in the
period;
• for a sample of revenue transactions close to
the year-end, we performed cut-off testing by
agreeing the date of revenue recognition to
supporting information such as shipment
documentation and inventory records in
addition to testing whether the preliminary
amounts invoiced as per management’s
estimations agreed to supporting
documentation; and
• we assessed the adequacy of the disclosures in
notes 4 and 5 of the consolidated financial
statements in relation to revenue recognition in
accordance with the requirements of applicable
IFRS Accounting Standards.
26
Rehabilitation Provision
As at 30 September 2025, the Group’s
provision for environmental
rehabilitation amounted to US$ 32 767
thousands in the consolidated
financial statements.
The provision for environmental
rehabilitation costs is determined by
management based on the net
present value of estimated future
costs for mine closure and
rehabilitation with the assistance of
independent environmental experts,
and is based on the following key
estimates and assumptions:
• the Group’s Environmental
Management Plans which are
developed in accordance with legal
and regulatory requirements, the
estimated life of the mine plan and
the planned methods of
rehabilitation;
• the quantum and timing of the
estimated future rehabilitation
costs and cash flows, which vary to
reflect the uncertainty over the
final outcome of the amendment
application submitted by the Group
to the relevant authorities to
amend the Group’s mine closure
plan; and
• the discount rates, inflation rates
and discount periods used in the
calculation of the net present value
of the provision.
In this area, we performed the following audit
procedures among others:
• we performed enquiries to management to
obtain an understanding of the rehabilitation
provision estimate including a review of the
process that was followed, the methods of
rehabilitation and the associated cost
estimates, and how this relates to the mine
closure plans;
• we obtained management’s calculations for the
rehabilitation provision as at 30 September 2025
and tested the mathematical accuracy of the
schedule;
• we evaluated and challenged the
reasonableness of the Group’s undiscounted
estimated environmental costs detailed in the
independent environmental expert’s report s.
In doing so, we:
(i) evaluated the competence, capabilities
and objectivity of the independent
environmental expert used by management;
(ii) enquired the expert and verified the
sources of the key inputs used by the expert
such as the rates and quantities used, and
assessed the reliability of these sources;
(iii) recalculated the mine closure costs using
the quantities and rates from the expert
reports and agreeing them to the calculation
of the rehabilitation provision provided by
management; and
(iv) BDO environmental experts were engaged
to assess the reasonableness of the key
estimates and assumptions used in the
independent expert’s reports, including the
adequacy of the quantities applied;
• we rationalised the expected life of mine to
other information provided by management and
experts, including the mining resource reports
provided;
27
Refer to note 25 of the accompanying
consolidated financial statements of
the Group for more information.
Due to the inherent uncertainty in
estimating the rehabilitation
provision, including the expected
amount and timing of future
environmental rehabilitation costs,
and the size of the rehabilitation
provision, the valuation of the
provision for environmental
rehabilitation was considered a key
audit matter.
• we reviewed legal and other documentation and
correspondence in relation to the current status
of the mine closure plan applications with the
relevant authorities and evaluated how
management addressed the uncertainty over
the final outcome of the amendment
application submitted by the Group to amend
the Group’s mine closure plan;
• BDO Corporate Finance experts were engaged to
assess the reasonableness and recalculate the
applicable interest rate used in discounting the
costs and cashflows of the provision; and
• we assessed the adequacy of the related
disclosures in note 25 of the consolidated
financial statements in accordance with the
requirements of applicable IFRS Accounting
Standards.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Report, the Corporate Governance Report, the Chief
Executive Officer and the Chief Finance Officer Responsibility Statement and the Statement by the
Members of the Board of Directors and Company Officials, which we obtained prior to the date of
this auditor’s report, and the complete Annual Report, which is expected to be made available to us
after that date. Other information does not include the consolidated and separate financial
statements and our auditor’s report thereon.
Our opinion on the consolidated and separate financial statements does not cover the other
information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated and separate financial statements, our responsibility
is to read the other information identified above and, in doing so, consider whether the other
information is materially inconsistent with the consolidated and separate financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date
of this auditor’s report, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
When we read the complete Annual Report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance and if not
corrected, we will bring the matter to the attention of the members of the Company at the
Company’s Annual General Meeting and we will take such other action as may be required.
28
Responsibilities of the Board of Directors and Those Charged with Governance for the
Consolidated and Separate Financial Statements
The Board of Directors is responsible for the preparation of the consolidated and the separate
financial statements that give a true and fair view in accordance with IFRS Accounting Standards and
for such internal control as the Board of Directors determines is necessary to enable the preparation
of consolidated and separate financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated and separate financial statements, the Board of Directors is responsible
for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unle ss
the Board of Directors either intends to liquidate the Group and the Company or to cease operations,
or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s and the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate
financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated and separate
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated and separate
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s and the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s and the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in
the consolidated and separate financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group and the
Company to cease to continue as a going concern.
29
• Evaluate the overall presentation, structure and content of the consolidated and separate
financial statements, including the disclosures, and whether the consolidated and separate
financial statements represent the underlying transactions and events in a manner that
achieves a true and fair view.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business units within the Group as a basis for
forming an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and review of the audit work performed for the purposes of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated and separate financial statements of
the current period and are therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
30
Report on Other Regulatory Requirements
Pursuant to additional regulatory requirements in the Disclosure Rules and Transparency Rules
sourcebook made by the UK Financial Conduct Authority, we report the following:
• In our opinion, based on the work undertaken in the course of the audit:
(i) the Management Report has been prepared in accordance with applicable regulatory
requirements;
(ii) the information given in the Management Report is consistent with the consolidated and
separate financial statements for the year ended 30 September 2025; and
(iii) In light of the knowledge and understanding of the Group and its environment obtained
in the course of the audit, we are required to report if we have identified material
misstatements in the Management Report. We have nothing to report in this respect.
• In our opinion, based on the work undertaken in the course of the audit, the information
given in the Corporate Governance Report in compliance with rules 7.2.5 and 7.2.6 in the
Disclosure Rules and Transparency Rules sourcebook made by the UK Financial Conduct
Authority (information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures):
(i) is consistent with the consolidated and separate financial statements: and
(ii) has been prepared in accordance with applicable regulatory requirements.
• In light of the knowledge and understanding of the Group and its environment obtained in
the course of the audit, we are required to report if we have identified material
misstatements in the Corporate Governance Report. We have nothing to report in this
respect.
• In our opinion, based on the work undertaken in the course of the audit, rules 7.2.2, 7.2.3
and 7.2.7 in the Disclosure Rules and Transparency Rules sourcebook made by the UK
Financial Conduct Authority (information about the Group's corporate governance code and
practices and about its administrative, management and supervisory bodies and their
committees) have been complied with.
31
Other Matters
(i) This report, including the opinion, has been prepared for and only for the Company’s
members as a body and for no other purpose. We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any other person to whose knowledge this
report may come to.
(ii) As described in Note 2.1 of the consolidated financial statements and Note 2.1 of the separate
financial statements, these financial statements have been prepared in accordance with IFRS
Accounting Standards. We have reported separately on the Cyprus statutory consolidated and
separate financial statements for the year ended 30 September 2025 prepared in accordance
with IFRS Accounting Standards as adopted by the European Union and the requirements of
the Cyprus Companies Law, Cap. 113.
The engagement partner on the audit resulting in this independent auditor’s report is Terence Kiely.
Terence Kiely
Certified Public Accountant and Registered Auditor
for and on behalf of
BDO Limited
Certified Public Accountants (CY) and Registered Auditors
Nicosia, Cyprus
27 November 2025
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
for the year ended 30 September 2025
32
20
2
5
20
2
4
Note
s
US$’000
US$’000
Revenue
5
602 911
721 394
Cost of sales
6
(478 907)
(536 785)
Mining royalty reversal
25
67 310
-
Gross profit
191 314
184 609
Other income
7
511
986
Net foreign exchange gain
1 838
533
Other operating expenses
9
(68 072)
(66 573)
Results from operating activities
125 591
119 555
Finance income
10
8 387
8 597
Finance costs
10
(
9 926)
)
(11 878)
Income
from associate
17
30
-
Changes in fair value of financial assets at fair value through profit or loss
3
4
396
848
Changes in fair value of financial liabilities at fair value through profit or loss
3
4
(6 909)
557
Profit before tax
117 569
117 679
Tax
12
(36 720)
(35 037)
Profit for the year
80 849
82 642
Other comprehensive
income/(loss)
Items that may be classified subsequently to profit or loss:
Foreign currency translation
differences
for foreign operations
3 537
32 721
Other comprehensive
income
, net of tax
3 537
32 721
Total comprehensive income for the year
84 386
115 363
Profit
/(loss)
for the year attributable to:
Owners of the
C
ompany
79 134
82 895
Non
-
controlling interest
1 715
(253)
80 849
82 642
Total comprehensive income
/(loss)
for the year attributable to:
Owners of the
C
ompany
82 671
115 616
Non-controlling interest
1 715
(253)
84 386
115 363
Earnings per share
Basic
earnings per share (US cent
s
)
13
26.7
27.7
D
iluted earnings per share (US cent
s
)
13
26.0
27.0
The notes on pages 37 to 95 are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 September 20 25
33
20
2
5
20
2
4
Notes
US$’000
US$’000
Assets
Non
-
current assets
Property, plant and equipment
14
835 668
784 638
Intangible assets
15
14 295
7 261
Investment in associate
17
1 330
-
F
inancial assets
18
10 314
9 561
Deferred tax assets
19
2 137
2 369
Total non
-
current assets
863 744
803 824
Current assets
Inventories
20
69 852
82 354
Trade and other receivables
21
127 949
92 194
Contract assets
22
1 246
507
Financial assets
18
449
4 384
Current taxation
1 789
6 859
Cash and cash equivalents
23
173 046
217 675
Total current assets
374 331
403 973
Total assets
1 238 075
1 207 802
Equity and liabilities
Share capital
and premium
24
349 622
346 314
Treasury shares
24
(8 694)
(5 004)
Other reserve
24
47 245
47 245
Foreign currency translation reserve
24
(169 092)
(172 629)
Retained earnings
24
572 639
506 333
Equity attributable to owners of the Company
791 720
722 259
Non-controlling interests
24
56 122
57 323
Total equity
847 842
779 582
Non-current liabilities
Provisions
25
32 767
23 362
Borrowings
26
31 356
50 366
Other financial liabilities
27
2 075
-
Deferred tax liabilities
19
139 583
134 692
Total non
-
current liabilities
205 781
208 420
Current liabilities
Provisions
25
-
56 827
Borrowings
26
73 990
55 817
Other financial liabilities
27
4 326
40
Current taxation
13 110
877
Trade and other payables
28
91 780
105 732
Contract liabilities
29
1 246
507
Total current liabilities
184 452
219 800
Total liabilities
390 233
428 220
Total equity and liabilities
1 238 075
1 207 802
The consolidated financial statements were authorised for issue by the Board of Directors on 27 November 2025
.
Phoevos Pouroulis
Michael Jones
Director
Director
The notes on pages 37 to 95 are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2025
34
Attributable to owners of the Company
Share
capital
Share
premium
Treasury
shares
Other
reserve
Foreign
currency
translation
reserve
Retained
earnings Total
Non-
controlling
interest
Total equity
Notes
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 October 2024 303
346 011
(5 004)
47 245
(172 629)
506 333 722 259
57 323
779 582
Total comprehensive income for the year
Profit for the year
-
-
-
-
-
79 134
79 134
1 715
80 849
Other comprehensive income
Foreign currency translation differences
2
4
-
-
-
-
3 537
-
3 537
-
3 537
Total comprehensive income for the year
-
-
-
-
3 537
79 134
82 671
1 715
84 386
Transactions with owners of the Company
Contributions by and distributions to owners
Dividends paid
3
9
-
-
-
-
-
(13 376)
(13 376)
-
(13 376)
Non
-
cash allotment to LTIP participants
2
4
20
3 288
-
-
-
-
3 308
-
3 308
Ordinary shares repurchased
2
4
-
(3 690)
-
-
-
(3 690)
-
(3 690)
Increase in shareholding of subsidiaries –
Karo Mining Holdings plc 24 -
-
-
-
-
2 916 2 916
(2 916)
-
Equity
-
settled share
-
based payments
8, 2
4
-
-
-
-
-
(2 368)
(2 368)
-
(2 368)
Contributions by and distributions to owners of the
Company
20
3 288
(3 690)
-
-
(12 828)
(13 210)
(2 916)
(16 126)
Total transactions with owners of the Company
20
3 288
(3 690)
-
-
(12 828)
(13 210)
(2 916)
(16 126)
Balance at 30 September 202
5
323
349 299
(8 694)
47 245
(169 092)
572 639
791 720
56 122
847 842
Companies, which do not distribute 70% of their profits after tax, as defined by the relevant tax law in Cyprus, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on
the 31
December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays
special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile
in Cyprus. In addition, General Healthcare System contribution at a rate of 1.7% - 2.65%, is paid when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
The notes on pages 37 to 95 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2025
35
Attributable to owners of the Company
Share capital
Share
premium
Treasury
shares
Other
reserve
Foreign
currency
translation
reserve
Retained
earnings Total
Non-
controlling
interest
Total equity
Notes
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 October 2023 303
345 993
(3)
47 245
(205 350)
427 686 615 874
59 302
675 176
Total comprehensive income for the year
Profit for the year
-
-
-
-
-
82 895
82 895
(253)
82 642
Other comprehensive income
Foreign currency translation differences
2
4
-
-
-
-
32 721
-
32 721
-
32 721
Total comprehensive income/(loss) for the year
-
-
-
-
32 721
82 895
115 616
(253)
115 363
Transactions with owners of the Company
Contributions by and distributions to owners
Dividends paid
3
9
-
-
-
-
-
(10 480)
(10 480)
-
(10 480)
Non
-
cash allotment to LTIP participants
2
4
-
18
-
-
-
-
18
-
18
Ordinary shares repurchased
2
4
-
-
(5 001)
-
-
-
(5 001)
-
(5 001)
Increase in shareholding of subsidiaries –
Karo Mining Holdings plc 23 -
-
-
-
-
1 726 1 726
(1 726)
-
Equity
-
settled share
-
based payments
8, 2
4
-
-
-
-
-
4 506
4 506
-
4 506
Contributions by and distributions to owners of the
Company
-
18
(5 001)
-
-
(4 248)
(9 231)
(1 726)
(10 957)
Total transactions with owners of the Company
-
18
(5 001)
-
-
(4 248)
(9 231)
(1 726)
(10 957)
Balance at 30 September 2024
303
346 011
(5 004)
47 245
(172 629)
506 333
722 259
57 323
779 582
The notes on pages 37 to 95 are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 September 2025
36
20
2
5
20
2
4
Notes
US$’000
US$’000
Operating cash flows before changes in working capital
30
125 346
182 923
Changes in:
Inventories
11 363
12 191
Trade and other receivables
and contract assets
(22 374)
18 766
Trade and other payables
and contract liabilities
(11 202)
9 819
Provisions
3 931
4 456
107 064
228 155
Income tax paid
3
1
(15 007)
(23 616)
Tax refunds received
3
1
64
10
Net cash flows
generated
from operating activities
92 121
204 549
Cash flows from investing activities
Interest received
10
8 010
8 020
Additions to property, plant and equipment
14
(113 563)
(194 996)
Additions to intangible assets
15
(5 359)
(5 645)
Proceeds from disposal of property, plant and equipment
14
250
1 930
Investment in associate
17
(1 300)
-
Additions to
financial
assets
1
8
(285)
(194)
Net cash flows used in investing activities
*
(112 247)
(190 885)
Cash flows from financing activities
Bank credit facilities advances
2
6
40 518
53 832
Repayment of bank credit facilities
2
6
(51 224)
(33 126)
Advances received from borrowings excluding credit facilities
2
6
88 803
27 355
Repayment of
borrowings excluding credit facilities
2
6
(81 692)
(81 687)
Principal lease payments
2
6
(786)
(2 126)
Refund of restricted bank deposit
1
8
3 971
7 748
Ordinary shares repurchased
2
4
(3 690)
(5 001)
Dividends paid
3
9
(13 376)
(10 480)
Interest paid
3
2
(8 628)
(11 771)
Net cash flows used in financing activities
(26 104)
(55 256)
Net decrease
in cash and cash equivalents
(46 230)
(41 592)
Cash and cash equivalents at the beginning of the year
217 675
255 300
Effect of exchange rate fluctuations on cash held
1 601
3 967
Cash and cash equivalents at the end
of the year
2
3
173 046
217 675
The notes on pages 37 to 95 are an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
37
1.
CORPORATE
INFORMATION
Tharisa plc (
‘
the Company
’
) was incorporated in Cyprus on 20 February 2008 under registration number HE223412.
T
he Company
’s ordinary
shares are listed on the main board of the Johannesburg Stock Exchange (‘JSE’) as the primary listing and has an Equity Shares (Transition)
Category
listing
on the
London Stock Exchange (‘LSE’)
.
The Company is also
list
ed
(secondary listing)
on the A2X Exchange
in South Africa
.
The Company’s r
egistered office is at Sofoklis Pittokopitis
Business Centre, Offices 108
-
110, 17 Neophytou Nicolaides and Kilkis Street
s
,
8011 Paphos, Cyprus.
The principal activity of the
Company and its subsidiaries, (together referred to as ‘the
Group
’),
is the exploitation of metals and minerals,
principally platinum group metals (‘PGMs’) and chrome, the associated sales and logistics operations thereof as well as the development of a
PGM mining project
.
The principal activity
remains unchanged from the year ended 30 September 202
4
.
The principal subsidiaries of the Company are
Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’), a
wholly owned
subsidiary
established
in South Africa and Karo Mining Holdings plc (‘Karo Mining’), a company incorporated in Cyprus. The principal activity of Tharisa Minerals is
PGM and chrome mining and processing. Tharisa Minerals’ functional currency is the South African Rand (‘ZAR’). The principal activity of
Karo Mining is that of an investment holding company. The Company holds 78.17% of the issued ordinary share capital of Karo Mining at
30 September 2025. The main indirect subsidiary of Karo Mining is Karo Platinum (Private) Limited (‘Karo Platinum’), a company incorporated
in Zimbabwe. The principal activity of Karo Platinum, which is in development, is PGM mining and processing. The functional currency of Karo
Platinum
is the United States Dollar
(note 16)
.
2.1.
BASIS OF PREPARATION
Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS
Accounting Standards as issued by the International
Accounting Standards Board and the Listings Requirements of the JSE Limited. Statutory consolidated financial statements of the Company
were additionally prepared in accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Cyprus
Companies Law, Cap. 113. These have been approved and issued on the same date and there are no material differences in the two sets of
consolidated financial statements.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, except for certain financial instruments tha
t are stated at fair
value
(note 3
4
)
.
Material a
ccounting policies
The material accounting policies applied in the preparation of these consolidated financial statements are set out below. Whe
re an accounting
policy is specific to a note, the policy is described in the note which it relates to. These policies have consistently been applied to all years
presented.
Functional and presentation currency
The consolidated financial statements are presented in United States Dollars (‘US$’) which is the Company's functional curren
cy and
presentation currency. Amounts are rounded to the nearest thousand. The functional currency of the Company’s South African subsidiaries is
the South African Rand (‘ZAR’).
T
he following US$: ZAR exchange rates were used in preparing the consolidated financial statements:
•
Closing rate:
ZAR17.2
8
(202
4
: ZAR1
7
.
27
)
•
Average rate:
ZAR18.
09
(202
4
: ZAR18.
53
)
Going concern
These consolidated financial statements have been prepared on a going concern basis.
Refer
to
note
s
2
4
and 3
4
for statements on the Group’s objectives, policies and processes for managing its capital, details of its financial
instruments and hedging activities; its exposures to market risk in relation to commodity prices and foreign exchange risks; interest rate risk;
credit risk; and liquidity risk.
2.2.
STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR
The Group has adopted the following new and/or revised standards and interpretations which became effective for the year ende
d
30 September 2025 for which the nature and effect of the changes as a result of the adoption of these new accounting standards are described
below:
Classification of Liabilities as Current or Non
-
current and Non
-
current liabilities with Covenants
-
Amendments to IAS 1
The International Accounting Standards Board (IASB) issued Classification of Liabilities as Current or Non
-
current and Non
-
current Liabilities
with Covenants, which amends IAS 1 Presentation of Financial Statements. The amendments affect requirements in IAS 1 for the classification
of liabilities as current or non-current. The amendments clarify what is meant by a right to defer settlement, that a right to defer settlement
must exist at the end of the reporting period, the classification is unaffected by the likelihood that an entity will exercise its deferral right, that
only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification,
as well as the required disclosures in this regard. The amendment must be applied retrospectively and was effective for annual periods
beginning on or after 1 January 2024. These amendments
did not
have a
n
impact on the Group’s results.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
38
2.2.
STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR
(continued)
Lease Liability in a Sale and Leaseback
–
Amendments to IFRS 16
In September 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments to IFRS 16
Leases specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to
ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments must
be applied retrospectively to annual reporting periods beginning on or after 1 January 2024. These amendments did not have an impact on
the Group’s results.
Disclosures: Supplier Finance Arrangements
–
Amendments to IAS 7 and IFRS 7
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The
amendments specify disclosure requirements to enhance the current requirements, which are intended to assist users of financial statements
in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The
amendments were effective for annual reporting periods beginning on or after 1 January 2024. These amendments did not have an impact
on the Group’s results.
2.3.
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The new standards, interpretations and amendments to standards listed below are not effective and have not been early adopted
, but will
be adopted once these new standards, interpretations and amendments become effective. The Group is considering the early adoption of
IFRS 18 during the financial year ending 30 September 2026. The Group does not plan to early adopt any other of the standards,
amendments and interpretations. There are no other standards that are not yet effective and that would be expected to have a material
impact on the
Group
in the current or future reporting periods.
Presentation and Disclosure in Financial Statements
–
IFRS 18
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18) which replaces IAS 1 Pre
sentation
in Financial Statements.
IFRS 18
introduces several new requirements that are expected to impact the presentation and disclosure of entities. These include:
• the requirement to classify all income and expense into five specified categories and provide specified totals and subtotals in the
statement of profit or loss
;
• enhanced guidance on the aggregation, location and labelling of items across the primary financial statements and the notes;
• mandatory disclosures about management-defined performance measures (MPMs) (a subset of alternative performance
measures)
.
The new standard must be applied retrospectively to annual reporting periods beginning on or after 1 January 2027.
The adoption of IFRS 18 will have a material impact on the disclosure of the group’s financial statements. With the introduct
ion
of specified
categories, totals and subtotals in the statement of profit or loss (statement of financial performance), comparative information will have to be
restated to be consistent with current year disclosures. In addition and as a consequence of the changes to the statement of financial
performance, comparative information in the statement of cash flows will have to be restated upon adoption of IFRS 18. Reconciliations for
each line item presented in the statement of financial performance for the comparative periods immediately preceding the current and
cumulative periods in which IFRS 18 is first applied will have to be pres
ented.
In anticipation of the adoption of IFRS
18, the Group has
included a note on management
-
defined performance measures in the consolidated
financial statements (refer to note
40
).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
39
2.3.
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
(continued)
Lack of Exchangeability
-
Amendment to IAS 21
In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), specifying how an entity should assess whethe
r a
currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a
spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial
statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s
financial performance, financial position and cash flows. These amendments must be applied retrospectively to annual reporting periods
beginning on or after 1 January 2025. These amendments are not expected to have a material
impact on the Group’s results.
Classification and Measurement of Financial Instruments
–
Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
and
IFRS 7), which:
• clarified that a financial liability is derecognised on the ‘settlement date’, i.e., when the related obligation is discharged, cancelled,
expires or the liability otherwise qualifies for derecognition, and introduced an accounting policy option to derecognise financial
liabilities that are settled through an electronic payment system before settlement date if certain conditions are met;
• clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and
governance (ESG
-
linked) features and other similar contingent features;
•
clarified the treatment of non
-
resource assets and contractually linked instruments; and
• requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event
(including those that are ESG
-
linked), and equity instruments classified at fair value through other comprehensive incom
e.
The amendments are effective for reporting periods beginning on or after 1 January 2026. The impact of this new standard will
be assessed
on (and applied to) the Group’s annual financial statements for the financial year ending 30 September 2027.
Annual Improvements to IFRS
Accounting Standards
—
Volume 11
During July 2024, the IASB issued narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its reg
ular
maintenance of the Standards. These amendments, published in a single document Annual Improvements to IFRS
Accounting Standards—
Volume 11, include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS Accounting
Standards.
The amendments are:
• IFRS 1 First-time Adoption of International Financial Reporting Standards;
• IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
• IFRS 9 Financial Instruments;
• IFRS 10 Consolidated Financial Statements; and
•
IAS 7
Statement of Cash Flows.
The amendments are effective for reporting periods beginning on or after 1 January 2026. The impact of this new standard will
be assessed
on (and applied to) the Group’s annual financial statements for the financial year ending 30 September 2027.
Contracts Referencing Nature
-
dependent Electricity
-
Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to ensure that financial statements fai
rly
represent the
effects of an entity’s contracts referencing nature
-
dependent electricity. These amendments include:
• clarifying the application of the ‘own-use’ requirements;
•
permitting hedge accounting if these contracts are used as hedging instruments; and
• adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial
performance and cash flows.
An entity applies this new standard to annual reporting periods beginning on or after 1 January 2026. The impact of these ame
ndments will
be assessed on (and applied to) the group’s annual financial statements for the financial year ending 30
September
2027.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
40
2.4.
BASIS OF CONSOLIDATION
The consolidated financial statements include, on a line
-
by
-
line basis, the financial statements of all subsidiaries.
The following policies have
been applied during the consolidation process:
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists where the Group is exposed, or has rights to variable retur
ns from its
involvement with the entity and has the ability to affect those returns through its power over the investee. The financial statements of
subsidiaries are included in the consolidated financial statements from the date on which the control commenced until the date on which
control cease
s
.
Transactions eliminated on consolidation
Intra
-
group balances and transactions and any unrealised income and expenses arising from intra
-
group transactions are eliminated in
preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent
that there is no evidence of impairment.
Foreign operations
As at the reporting date
and
on consolidation, the assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments
arising on acquisition, are translated into the presentation currency of the Group (US$) at the rate of exchange ruling at the reporting date
and their statements of comprehensive income are translated at the weighted monthly average exchange rate for the period. The exchange
differences arising in the translation on consolidation are recognised in other comprehensive income.
Non
-
current m
onetary assets that are receivable from a foreign subsidiary and for which settlement is neither planned nor likely to occur
in
the foreseeable future, forms part of the net investment in a foreign operation and the resulting exchange differences are recognised in other
comprehensive income. The repayment of such a balance is not considered to be a partial disposal and the cumulative exchange differences
recognised in other comprehensive income is not reclassified to profit and loss, until the foreign entit
y is disposed of.
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates
at the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional
currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised
cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised
cost in foreign currency translated at the exchange rate at the end of the year.
Non
-
monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the fun
ctional
currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in
terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on
retranslation are recognised in profit or loss.
Foreign currency gains and losses are reported on a
net basis.
3.
USE OF JUDGEMENTS AND ESTIMATES
The preparation of the consolidated financial statements in conformity with IFRS
Accounting Standards
requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income
and expenses and the accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which
form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both current and future periods. Judgements and estimates made by management in
the application of IFRS Accounting Standards that have a significant effect on the consolidated financial statements and major sources of
estimation uncertainty are disclosed in the note relevant to the specific judgement or estimate. Management considers the following
judgement and estimates to be the most significant:
Note 12
–
Tax:
Corporate income t
ax rate applicable to Zimbabwean subsidiaries and transfer pricing
Note 14
–
Property, plant and equipment: Impairment of assets
Note 2
5
–
Provisions: Provision for rehabilitation and
provision for
disputed
mining
royalty
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
41
4.
OPERATING SEGMENTS
Accounting policy
Operating segments, and the amounts of each segment item reported in the consolidated financial statements, are identified fr
om the financial
information provided regularly to the Group’s management for the purposes of allocating resources to, and assessing the performance of,
the Group’s various lines of business and geographical locations. The Board of Directors is of the view that the Group had four operating
segments during the reporting period, the PGM segment, the chrome segment, the agency and trading segment and the manufacturing
segment. The following is a description of the Group’s current principal activities separated by reportable segment, from which the Group
recognises its revenue.
PGM segment
The PGM segment principally generates revenue from the sale of PGM concentrate, which consists of the sale of platinum, palla
dium,
rhodium, gold, ruthenium, iridium, nickel and copper. The Group enters into off-take agreements with customers for the supply of PGM
concentrate.
Chrome segment
The Group currently produces metallurgical chrome concentrate and specialty chrome concentrates. It generates revenue from th
e sale of
these products. The chrome market is typically a ‘spot’ market. The Group enters into short-term sale contracts. The Group also enters into
long
-
term volume off
-
take agreements for the supply of chrome concentrates.
Agency and trading segment
The Group operate
d
a third party chrome plant and market
ed
and s
old
the chrome concentrate produced at this plant. The Group determine
d
whether it acted as principal or agent by assessing whether the Group controlled the transaction and what its performance obligations were.
Considerations to determine control included whether the Group provided the performance obligation itself, the Group was primarily
responsible for fulfilling the promise to provide the specified chrome concentrates, the Group had inventory risk before the specified products
were transferred to the customer and the Group determined the selling price. In the absence of any of the aforementioned factors, control of
the transaction may have been doubtful and the Group would have recognised the margin achieved in revenue as an agent. The Group
believed that these factors were present and consequently the Group acted as principal. Metallurgical chrome concentrates were produced
at this plant. The Group enter
ed
into short
-
term contracts for the sale of these chrome concentrates.
From time
-
to
-
time the Group enters into t
hird
-
party logistics, third
-
party trading and
third
-
party
chrome operations
transactions which are
aggregated together as the agency and trading segment.
Manufacturing segment
The Group manufactures and sells mining and mineral processing equipment which represents the manufacturing segment.
For management purposes, the chief operating decision maker of the Group, being the executive directors of the Company and th
e executive
directors of the subsidiaries, reports its results per segment in order to assist them in making decisions regarding resource allocation as well
as enabling them to evaluate performance
.
Segment performance is evaluated on a PGM ounce production and sales basis and a chrome concentrate tonnes p
roduction and sales
basis. The agency and trading segment performance is evaluated on third-party chrome concentrate tonnes production and sales basis.
Third-party logistics, third-party trading and third party chrome operations are evaluated individually but aggregated together as the agency
and t
rading segment. For the manufacturing segment, performance is evaluated on sales and gross profit basis.
The Group’s administrative costs, financing (including finance income and finance costs) and income taxes are managed on a gr
oup basis
and are not allocated to a segment.
Due to the in
tegrated
nature of the Group’s PGM and chrome concentrate production processes, assets are reported on a consolidated basis
and cannot necessarily be allocated to a specific segment. Consequently, assets are not disclosed per segment in the segmenta
l information.
The
contract to operate a
third
-
party chrome plant
, whereby the Group produced, marketed and sold chrome concentrates produced at this
plant, expired on 30 September 2024. As a consequence, results of the agency and trading operating segment decreased compared to
previous periods.

|  |  | Agency and |  |
| PGM | Chrome | trading | Manufacturing | Total
2025 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Revenue | 191 939 | 393 285 | 11 234 | 6 453 | 602 911
Cost of sales |  |  |  |  |
Manufacturing costs | (124 552) | (153 909) | (8 883) | (4 122) | (291 466)
Selling costs | (673) | (90 550) | (1 187) | - | (92 410)
Freight services | - | (26 933) | (788) | - | (27 721)
| (125 225) | (271 392) | (10 858) | (4 122) | 411 597
Gross profit | 66 714 | 121 893 | 376 | 2 331 | 191 314

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
42
4.
OPERATING SEGMENTS
(continued)

|  |  | Agency and |  |
| PGM | Chrome | trading | Manufacturing | Total
2024 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Revenue | 154 541 | 491 274 | 68 535 | 7 044 | 721 394
Cost of sales |  |  |  |  |
Manufacturing costs | (110 808) | (225 736) | (44 696) | (4 575) | (385 815)
Selling costs | (554) | (96 155) | (11 521) | - | (108 230)
Freight services | - | (36 395) | (6 345) | - | (42 740)
| (111 362) | (358 286) | (62 562) | (4 575) | (536 785)
Gross profit | 43 179 | 132 988 | 5 973 | 2 469 | 184 609

The shared costs relating to the manufacturing of PGM and chrome concentrates are allocated to the relevant operating segment
s based on
the relative sales value per product on an ex-works basis. During the year ended 30 September 2025, the relative sales value of PGM
concentrate increased compared to the relative sales value of chrome concentrates compared to the comparative year and consequently the
allocation basis of shared costs was revised to 45.0% for PGM concentrate and 55.0% for chrome concentrates. The allocation basis of shared
costs was 32.0% (PGM concentrate) and 68.0% (chrome concentrate
s
) for the year ended 30 September 2024.
Cost of sales includes a charge for the write off of property, plant and equipment
totalling US$
2.2
million (2024
: US$
1.9
million) which mainly
relates to mining equipment. The write off has been allocated to the PGM and chrome segments in accordance with the allocation basis of
shared costs as described in the preceding paragraph. Refer to the consolidated statement of profit or loss for a reconciliation between the
gross profit and net profit after tax.
Geographical information
The following table sets out information about the geographical location of:
(i)
the Group's revenue from external customers and
(ii)
the Group's property, plant and equipment
and
intangible assets (‘specified non
-
current assets’).
The geographical location analysis of revenue from external customers is based on the country of establishment of each custom
er. The
geographical location of the specified non-current assets is based on the physical location of the asset in the case of property, plant and
equipment and intellectual property and the location of the operation to which they are allocated in the case of goodwill.
(i)
Revenue from external customers

|  |  | Agency and |  |
| PGM | Chrome | trading | Manufacturing | Total
2025 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
South Africa | 191 939 | 42 260 | 1 251 | 6 405 | 241 855
China | - | 228 124 | 9 983 | - | 238 107
Singapore | - | 71 812 | - | - | 71 812
Hong Kong | - | 23 623 | - | - | 23 623
United Arab Emirates | - | 27 466 | - | - | 27 466
Other countries | - | - | - | 48 | 48
| 191 939 | 393 285 | 11 234 | 6 453 | 602 911
2024 |  |  |  |  |
South Africa | 154 541 | 63 892 | 2 752 | 7 022 | 228 207
China | - | 237 107 | 54 881 | - | 291 988
Singapore | - | 147 207 | - | - | 147 207
Hong Kong | - | 17 245 | 10 902 | - | 28 147
United Arab Emirates | - | 25 823 | - | - | 25 823
Other countries | - | - | - | 22 | 22
| 154 541 | 491 274 | 68 535 | 7 044 | 721 394

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
43
4.
OPERATING SEGMENTS
(continued)
(i)
Revenue from external customers
(continued)
Revenue represents the sales value of goods supplied to customers, net of value
-
added tax. The following table summarises sales to
customers with whom transactions have individually exceeded
5.0% (2024: 5
.0%
)
of the Group's revenues.

| 2025 |  | 2024 |
| Segment | US$’000 | Segment | US$’000
Customer 1 | Chrome | 99 194 | Chrome | 147 207
Customer 2 | PGM and agency and trading | 97 081 | PGM and agency and trading | 108 789
Customer 3 | PGM | 95 307 | Chrome and agency and trading | 60 314
Customer 4 | Chrome | 71 811 | Chrome | 59 945
Customer 5 | Chrome and agency and trading | 36 055 | Chrome and agency and trading | 58 292
Customer 6 | - | - | PGM | 47 158
Customer 7 | - | - | Chrome and agency and trading | 45 576

| 2025 | 2024
(ii) Specified non-current assets | US$’000 | US$’000
South Africa | 458 138 | 437 997
Zimbabwe | 377 571 | 345 724
Cyprus | 14 254 | 8 178
| 849 963 | 791 899

Non
-
current assets
comprises
property, plant and equipment
and
intangible assets.
Judgement and estimates
Third
-
party logistics, third
-
party trading and third
-
party chrome operations are evaluated individually but aggregated together as the agency
and trading segment. The Group believes that the economic characteristics of these operations are similar and due to the materiality (less
than 10.0% of revenue, profit after tax and assets) of these transactions, has
aggregated
these
together as the agency and trading segment
.
5.
REVENUE
Accounting policy
Sales revenue is recognised on individual sales when control transfers to the customer. Control transfers to the customer upo
n satisfaction
of performance obligations within each contract. In most instances, control passes and sales revenue is recognised when the product is
delivered to the vessel or vehicle on which it will be transported to the destination port or the customer’s premises. There may be
circumstances when judgment is required based on the indicators of control below:
• The customer has the significant risks and rewards of ownership and has the ability to direct the use of, and obtain substantially all of
the remaining benefits from the good or service.
• The customer has a present obligation to pay in accordance with the terms of the sales contract. For shipments under the Incoterms
Cost, Insurance and Freight (‘CIF’) this is generally when the ship is loaded, at which time the obligation for payment is for both product
and freight.
• The customer has physical possession of the asset. This indicator may be less important as the customer may obtain control of an
asset prior to obtaining physical possession, which may be the case for goods in transit.
Revenue is presented net of Value Added Tax, rebates and discounts and after eliminating intergroup sales.
PGM revenue
Revenue from the sale of PGM concentrate is recognised based on the quantity of PGM concentrate delivered, prevailing market
prices
and exchange rates, when delivered to the customers in terms of the off-take agreements. Revenue recognised includes variable
consideration as revenue is subject to quality and quantity adjustments, final pricing and currency adjustments after the beneficiation
process is completed. Final pricing incurs at the latest 109 days after delivery. Revenue recognised is adjusted for finally determined quality,
quantity and spot rates, which are estimated based on prevailing market information and recognised as a separate component within
revenue. Adjustments to the sale price occur based on movements in the metal market prices and exchange rates up to the date of final
pricing.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
44
5.
REVENUE
(continued)
Accounting policy: PGM revenue (continued)
Any subsequent changes that arise due to differences between initial and final assay are still considered within the scope of
IFRS
15 and
are subject to the constraint on estimates of variable consideration. When considering the initial assay estimate, the Group has considered
the requirements of IFRS 15 in relation to the constraint on estimates of variable consideration. It will only include amounts in the calculation
of revenue where it is highly probable that a significant revenue reversal will not occur when the uncertainty relating to final
quantity/assay/quality is subsequently determined.
Consequently, at the time the concentrate passes to the customer, the Group will recognise a receivable as from that time it
considers it
has an unconditional right to consideration. This receivable is accounted for in accordance with IFRS 9.
The provisional pricing features means the concentrate receivable fails to meet the requirements to be measured at amortised
cost. Instead,
the entire receivable is measured at fair value, with subsequent movements being recognised in profit or loss (
refer
to note 2
1
).
Chrome and agency and trading revenue
Revenue arising from chrome concentrate sales under short
-
term sale contracts and off
-
take agreements is recognised when the chrome
concentrate is delivered and a customer takes control of the chrome concentrate. Revenue is recognised based on the sale price in terms
of the contract, the quantity delivered and the quality as determined by an independent survey. Export sales may, as specified in the
contract, be subject to a final survey upon arrival at destination port. Revenue recognised for export sales is adjusted for expected final
quality and quantity
adjustments, which are estimated based on historical data for similar transactions.
The majority of the Group’s metallurgical chrome concentrate is exported. For these export sales, the point of revenue recogn
ition is
dependent on the contract sales terms, known as the International Commercial Terms (‘Incoterms’). For the Incoterms Cost, Insurance and
Freight (‘CIF’) the seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination. This
means that the Group is responsible (acts as principal) for providing shipping services and, in some instances, insurance after the date at
which control of goods passes to the customer at the loading port.
Consequently, the freight service on export commodity contracts with CIF Incoterms represents a separate performance obligati
on as
defined under IFRS 15 and as such, a portion of the revenue earned under these contracts, representing the obligation to perform the
freight service, is deferred and recognised over time as the obligation is been fulfilled, along with the associated costs (refer to notes 22
and 2
9
).
Since separate performance conditions exist for export commodity contracts with CIF Incoterms, the Group allocates the transa
ction price
to the separate performance conditions on a relative stand-alone selling price basis. Observable information with specific reference to sea
freight costs is used for allocation of the transaction price.
The Group also provides inland logistics services to customers. These services include ad hoc
short
-
haul
logistics services. Revenue
from
ad hoc short-haul logistics services is recognised at a point in time as the performance obligation has been fulfilled which is the delivery of
the specified goods. Any earned consideration, which is conditional, will be recognised as a contract asset rather than a trade and other
receivable.
Payment terms and conditions vary by contract type and delivery method, although for
Free Carrier (‘FCA’)
sales terms generally include
a requirement of payment upon completion of delivery of the products. For export chrome concentrate transactions, payment terms vary
from 30 to 90 days, however, the Group obtains a letter of credit from a reputable bank in m
ost instances before shipment occurs.
In the instance where the timing of revenue recognition differs from the timing of invoicing, the Group has determined that d
ue to the short
-
term nature, the contracts with customers generally do not include a significant financing component. The primary purpose of the Group’s
invoicing terms is to provide customers with simplified and predictable ways of purchasing products, not to receive financing from customers
or to provide financing to customers. Similarly, due to the short-term nature of unearned revenue received, being less than 12 months. No
financing component exists in line with the
applied
practical expedient
in IFRS
1
5
.
Commissions recognised from costs to obtain a contract with a customer
The Group
applies the practical expedient according to IFRS
15
and consequently
recognises the incremental costs, arising from the
concluding of sale contracts, as expenses in cost of sales in the statement of profit or loss when incurred. Such commissions relate to the
chrome segment and are short
-
term in nature.
Manufacturing revenue
Revenue from the sale of mining equipment is recognised at the point in time when control of the asset is transferred to the
customer,
generally on delivery of the equipment at the customer’s location. The Group considers whether there are other undertakings in the contract
that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction
price for the sale of mining equipment, the Group considers the effects of variable consideration, existence of a significant financing
component, non
-
cash consideration, and consideration payable to the customer. Currently there aren’t any other undertakings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
45
5.
REVENUE
(continued)

|  |  | Agency and |  |
| PGM | Chrome | trading | Manufacturing | Total
2025 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Revenue recognised at a point in time |  |  |  |  |
Variable revenue based on initial results | 181 345 | 327 196 | 9 728 | - | 518 269
Quality and q uantity adjustments | 1 961 | (3 104) | (82) | - | (1 225)
Revenue based on fixed selling prices | - | 42 260 | 800 | 6 453 | 49 513
Revenue recognised over time |  |  |  |  |
Freight services | - | 26 933 | 788 | - | 27 721
Revenue from contracts with | 183 306 | 393 285 | 11 234 | 6 453 | 594 278
customers |  |  |  |  |
Fair value adjustments | 8 633 | - | - | - | 8 633
Total revenue | 191 939 | 393 285 | 11 234 | 6 453 | 602 911
2024 |  |  |  |  |
Revenue recognised at a point in time |  |  |  |  |
Variable revenue based on initial results | 156 699 | 394 305 | 61 983 | - | 612 987
Quality and quantity adjustments | (633) | (3 318) | (1 104) | - | (5 055)
Revenue based on fixed selling prices | - | 63 892 | 1 311 | 7 044 | 72 247
Revenue recognised over time |  |  |  |  |
Freight services | - | 36 395 | 6 345 | - | 42 740
Revenue from contracts with customers | 156 066 | 491 274 | 68 535 | 7 044 | 722 919
Fair value adjustments | (1 525) | - | - | - | (1 525)
Total revenue | 154 541 | 491 274 | 68 535 | 7 044 | 721 394

During the year ended 30 September 202
5
, revenue from freight
services of US$0.5 million
(202
4
: US$
1
.
9
million) was recognised which was
classified as a contract liability at 30 September 202
4 (2024: 30 September 2023)
.
Judgements and estimates
A significant portion of the Group’s chrome revenue is derived from commodity sales for which the point of recognition is dep
endent on the
contract sales terms known as the International Commercial Terms (‘Incoterms’). Under Incoterms cost, insurance and freight (‘CIF’), the
seller is required to contract, and pay, for the costs and freight necessary to bring the goods to a named port of destinatio
n.
Consequently, the Group believes that the freight service on export commodity contracts with CIF Incoterms represents a separ
ate
performance obligation as defined under IFRS 15 and as such, a portion of the revenue earned under these contracts, representing the
obligation to perform the freight service, is deferred and recognised
over time
as
th
e
obligation
is
fulfilled, along with the associated costs.
Since separate performance conditions exist for export commodity contracts with CIF Incoterms, the Group allocates the transa
ction price to
the separate performance conditions on a relative stand-alone selling price basis. Observable information with specific reference to sea freight
costs is used for allocation of the transaction price.
The determination of revenue from the sale of PGM concentrates from the time of initial recognition of the sale through to fi
nal pricing requires
management to re-estimate fair value of the price adjustment feature continuously. Management determines this with reference to actual spot
prices.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
46
6.
COST OF SALES

| Mining | Processing | Manufacturing | Total
2025 | US$’000 | US$’000 | US$’000 | US$’000
Drill and blast | 32 219 | - | - | 32 219
Load and haul | 38 216 | - | - | 38 21 6
Diesel | 14 902 | 882 | - | 15 784
Maintenance | 28 765 | 2 131 | 89 | 30 985
Salaries and wages | 18 885 | 15 0 49 | 1 0 76 | 35 010
Bonuses | 1 032 | 1 7 02 | 1 34 | 2 8 68
Provident fund contributions | 2 161 | 1 6 64 | 1 79 | 4 00 4
Mining contractor | 46 558 | - | - | 46 558
Depreciation | 48 001 | 1 3 247 | 214 | 6 1 462
Cost of commodities * | 8 204 | 689 | - | 8 893
W rite off of property, plant and equipment | 2 192 | 6 | - | 2 198
Utilities | 1 133 | 21 531 | 199 | 22 863
Materials and consumables | - | 31 566 | 2 601 | 34 167
Overheads | 1 424 | 6 82 | 128 | 2 234
Contractor and equipment hire | - | 5 986 | 110 | 6 096
| 243 692 | 9 5 135 | 4 730 | 34 3 557
State royalties |  |  |  | 1 833
Change in inventories – finished products and ore |  |  |  |
stockpile |  |  |  | 13 386
Selling costs |  |  |  | 92 410
Freight services |  |  |  | 27 721
Cost of sales |  |  |  | 4 7 8 907

| Mining | Processing | Manufacturing | Total
202 4 | US$’000 | US$’000 | US$’000 | US$’000
Drill and blast | 20 847 | - | - | 20 847
Load and haul | 26 557 | - | - | 26 557
Diesel | 21 496 | 1 000 | - | 22 496
Maintenance | 19 584 | 1 257 | - | 20 841
Salaries and wages | 12 255 | 15 183 | 985 | 28 423
Bonuses | 1 103 | 1 849 | 70 | 3 022
Provident fund contributions | 2 285 | 2 727 | 132 | 5 144
Mining contractor | 34 543 | - | - | 34 543
Depreciation | 37 322 | 13 851 | 162 | 51 335
Cost of commodities * | 55 390 | 38 207 | - | 93 597
W rite off of property, plant and equipment | 1 753 | 174 | - | 1 927
Utilities | 758 | 19 476 | 171 | 20 405
Materials and consumables | - | 26 500 | 3 212 | 29 712
Overheads | 1 158 | 1 031 | 427 | 2 616
Contractor and equipment hire | - | 6 192 | 26 | 6 218
| 235 051 | 127 447 | 5 185 | 367 683
State royalties |  |  |  | 8 499
Change in inventories – finished products and ore stockpile |  |  |  | 9 633
Selling costs |  |  |  | 108 231
Freight services |  |  |  | 42 739
Cost of sales |  |  |  | 536 785

*
Due to certain limitations on mining activities, Tharisa Minerals Proprietary Limited purchased ROM to maintain optimal plant
throughput
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
47
7.
OTHER INCOME

| 202 5 | 2024
| US$’000 | US$’000
Insurance proceeds received | 5 | 229
Profit on disposal of property, plant and equipment | 164 | 57
Sundry sales | 266 | 260
Consulting fees received | 47 | 418
Rental income – as lessor | 29 | 22
| 511 | 986

8.
SHARE
-
BASED PAYMENTS
Accounting policy
: equity
-
settled share
-
based payments
Equity settled share
-
based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant d
ate of the equity settled share
-
based payment is expensed on a straight
-
line basis over the vesting
period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in the equity
(retained earnings). At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to
vest. The amount recogni
s
ed as an expense is adjusted to reflect the revision of the original estimate.
Where the Company has the right to elect settlement either equity set
tled or cash settled, the share
-
based payment transactions will be
treated as equity settled share
-
based payments
as the Company does not have a present obligation to settle in cash
.
Accounting policy
: cash
-
settled share
-
based payments
These awards entitle the participants to cash payments based on a relevant share price. The fair value of the cash
-
settled instruments is
measured by reference to the fair value of the underlying shares using appropriate valuation models and assumptions, taking into account
the terms and conditions upon which the instruments were granted.
The grant date fair value of the cash
-
settled instruments is recognised as share
-
based payment expenses over the vesting period based
on the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment
obligation. At each reporting date, the obligation is remeasured to the fair value of the instruments, to reflect the potential outflow of cash
resources to settle the liability, with a corresponding adjustment to the
fair value gain or loss
.
Equity
-
settled awards
Conditional awards (‘LTIP’) is the grant of shares in the Company where the risks and rewards of share ownership will vest on
specific vesting
dates with the employee subject to certain conditions. LTIPs vested and will vest at the third anniversary of the grant. These awards, on
vesting, may at the election of the Company, be either cash
-
settled or share
-
settled as provided for in the rules of the Plan.
Appreciation rights is the grant of an award by the Company where the employee is, subject to certain conditions, entitled to
receive the
increase in the share value above the award price. The awards may be exercised at any time up to five years from the date of the grant. The
appreciation in value may, at the election of the Company, be either cash settled or share settled as provided for in the rules of the Plan. No
Appreciation Rights
were issued during the years ended 30 September 202
4
and 30 September
202
5
.
Cash
-
settled awards
During the year ended 30 September 2025, t
he Group
introduced a
cash
-
settled
share
-
based payment scheme.
The
C
ash
A
ward is subject
to a three-year vesting period, divided into three annual measurement periods, the result of each being aggregated at the end of the vesting
period to determine the cash amount to be settled. The cash award is translated into a number of phantom shares based on the share price
on the award date. The value of these phantom shares will be translated into a cash value based on the share price on the interim
measurement dates and the final vesting date. Apart from the change in manner of settlement to cash, the terms and conditions of the 2024
C
ash
A
ward
are the same as the
equity
-
settled LTIPs.
The equity
-
settled awards were not impacted by the cash
-
settled share plan
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
48
8.
SHARE
-
BASED PAYMENTS
(continued)
At 30 September 202
5 and during the year
then
ended
, the
Company
had the following
four
share
-
based payment arrangements
with the
corresponding performance conditions
:

|  | Equity-settled |  | Cash-settled
| Eighth | Ninth | Tenth | Cash
| award: | award: | award: | Award:
| 2021 | 2022 | 2023 | 2024
Vesting period |  |  |  |
Grant date | 8 Dec’21 | 16 Jan’23 | 14 Dec’23 | 10 Dec’24
Vesting date | 8 Dec’24 | 16 Jan’26 | 14 Dec’26 | 10 Dec’27
Performance conditions |  | Weighting |  |
Actual PGM production compared to market guidance | 33.33% | 20% | 20% | 20%
Actual chrome production compared to market guidance | 33.33% | 20% | 20% | 20%
Achievement of Karo Platinum project deliverables | - | 20% | 20% | -
Actual three-year rolling return on invested capital exceeding the |  |  |  |
actual three-year rolling weighted cost of capital | 11.11% | 20% | 20% | 25%
Performance against environmental plan to reduce carbon |  |  |  |
emissions by 30% by 2030 | 11.11% | 10% | 10% | 15%
Achievement of long - term Vision | 11.12% | 10% | 10% | 20%

Eighth to tenth awards
and 202
4
Cash Award
These awards comprise of LTIPs only with the measurement periods being aligned to the Group’s financial year
-
end of 30
September. The
awards will vest on the third anniversary of the grant date. The three-year vesting period is divided into three annual measurement periods
at 30 September, the result of each being aggregated at the end of the vesting period to determine the final vesting percentage. The vesting
of these awards is subject to continued employment in good standing, achievement of the performance conditions (set out above) and the
following
additional
conditions:
• The award will be reduced in each annual measurement period by one-third for each fatality that occurred during that measurement
period.
• For avoidance of doubt, if any performance condition is not met in any annual measurement period and consequently is forfeited
(either wholly or partially) as a result of failure to achieve the performance condition, but the performance condition is achieved in
subsequent measurement periods the award will vest for that period as provided.
• The awards are subject to the rules governing the Plan and the final discretion of the Tharisa plc Remuneration Committee will
prevail should there be any discrepancy.

V aluation of LTIP and 2024 Cash Award at grant date s : | US$/award
LTIP 2021 eighth award | 1.52
LTIP 2022 ninth award | 0.92
LTIP 2023 tenth award | 0.51
2024 Cash Award | 0.59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
49
8.
SHARE
-
BASED PAYMENTS
(continued)
The fair value at grant date of the LTIP awards
and 2024 Cash Award
w
ere
determined by present valuing
(present value model)
the share
price on grant date less the expected dividends
and by using the
following inputs
:

| LTIP 2021 eighth | LTIP 2022 ninth | LTIP 2023 tenth | 2024 Cash
| Award | Award | Award | Award
Spot price | ZA R27.00 | ZAR20.10 | ZAR14.50 | ZAR1 6.39
Exchange rate ZAR:US$ | 15.71 | 17.00 | 18.30 | 18.30
Dividend yield 1 | 4.16% | 8.18% | 14.55% | 1 3.91%
R isk-free interest rate (swap yield curve)2 | 5.76% | 7.35% | 7.48% | 7.1 8%
Forfeiture assumption 3 | 5.00% | 5.0 0% | 5.00% | 5.00%

1
The dividend
yield was calculated by using forecast dividends which
were estimated using a combination of broker consensus forecasts,
historical dividend data, and
the Company’s
view of the future
dividends.
2
The swap yield curve was independently constructed using a bootstrapping methodology together with a combination of traded mo
ney
-
market,
FRA and swap rate inputs
.
3
This adjustment is made with reference to the percentage of employees that are not expected to fulfil the service based vesti
ng conditions
prior to the vesting dates
, taking into account the forfeiture assumption b
ased on
participants’ employee turnover histor
y.
An
equity
-
settled
expense of US$2.3 million (2024: US$4.4 million
) was recognised in profit or loss.
A cash
-
settled expense of US$0.7 million
(2024: no expense) was recognised in profit or loss. Refer to note 27 for the fair value assumptions of the cash-settled share-based payment
liability.
A reconciliation of the movement in the Group's LTIP in the period under review is as follows:

202 5 | Opening balance | Allocated | Vested | Forfeited* | Total
LTIP Ordinary shares | 14 158 613 | - | (3 507 749) | (936 732) | 9 714 132
2024 Cash Award | - | 5 660 649 | - | (321 876) | 5 338 773
2024 |  |  |  |  |
LTIP Ordinary shares | 11 978 371 | 5 171 870 | - | (2 991 628) | 14 158 613

*
Forfeits includes LTIPs awarded to employees that left the employment of the Group and forfeits relating to the interim measu
rement periods.
Appreciation Rights
N
o
Appreciation Rights
were issued during the years ended 30 September 202
5
and 30 September 202
4 and consequently no expense was
recognised during these periods. In terms of previous awards, employees may exercise the SARS within five years from the grant date. During
the year ended 30 September 2025, the expiry date of the sixth award was amended to allow employees additional time to exercise these
awards. The expiry date of this awar
d was extended to 30 September 2026. Number of
Appreciation Rights
vested, not yet exercised:

Award date | Expiry date | 20 25 | 20 24
30 June 20 19 – sixth award | 30 September 2026 | 1 191 377 | 1 191 377
N umber of share options exercised during the year | - | 1 632
Weighted average share price of options exercised during the year | - | ZAR 16.51

Judgements and estimates
The
Company
measures the cost of equity
-
settled transactions with employees by reference to the fair value of the equity instruments at the
date at which they are granted. The fair value is determined by present valuing the share price on grant date less the expected dividends and
by using a Binomial Tree model
, using the
aforementioned assumptions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
50
9.
OTHER OPERATING EXPENSES

| 202 5 | 202 4
| US$’000 | US$’000
Directors and staff costs |  |
Non-e xecutive d irectors (refer to note 11) | 561 | 627
Employees: salaries | 23 837 | 21 737
bonuses | 3 350 | 3 288
provident fund, medical aid and other contributions | 3 471 | 2 686
| 31 219 | 28 338
Fees paid to external auditors – external audit services | 877 | 889
Bank charges and related fees | 670 | 474
Consulting and business development cost | 3 342 | 5 098
Consumables and r epairs and maintenance | 1 868 | 2 177
Corporate and social investment | 1 018 | 609
Depreciation of property, plant and equipment | 3 545 | 3 383
Amortisation of intangible assets | 5 | 4
Impairment of goodwill | 152 | -
Write offs of property, plant and equipment | 884 | 13
S hare - based payment expense | 3 011 | 4 388
Expected credit loss allowance | 3 | 61
Health and safety | 2 599 | 2 352
Insurance | 4 182 | 3 460
Legal and professional | 1 627 | 1 225
Listing fees and investor relations | 435 | 439
Office administration, rent and utilities | 1 786 | 2 324
Research and development | 340 | 1 028
Security | 2 307 | 1 738
Telecommunications and IT related | 6 40 4 | 6 550
Training | 659 | 879
Travelling and accommodation | 845 | 769
Sundry | 294 | 375
| 68 072 | 66 573
Average n umber of employees | 2 461 | 2 422

10.
FINANCE INCOME AND FINANCE COSTS
Accounting policy:
f
inance income
Finance income comprises interest income on funds invested. Interest income is recognised in profit or loss as it accrues usi
ng the effective
interest
rate
method.
Accounting policy:
f
inance costs
Finance costs comprise interest expense on borrowings
and
unwinding of the discount on provisions. Borrowing costs that are not directly
attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest
rate
method.

| 202 5 | 2024
Finance income | US$’000 | US$’000
Interest received banks | 8 201 | 8 020
Interest received South African Revenue Services | 101 | 8
Interest received financial assets (note 1 8) | 70 | 569
Interest received other | 15 | -
| 8 387 | 8 597
Finance costs |  |
Interest expense borrowings (note 2 6) | ( 9 472) | (11 774)
Borrowing costs capitalised (note 14) | 2 584 | 2 592
Interest expense South African Revenue Services | - | (84)
Amortisation of transaction costs of borrowing facilities | (364) | (513)
Interest expense other | (172) | (110)
Unwinding of present value of rehabilitation provision (note 2 5) | (2 502) | (1 989)
| (9 926) | (11 878)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
51
11.
DIRECTORS REMUNERATION
The remuneration of the Directors is set out in the following tables:

|  |  |  |  | Share- | Provident |
| Directors’ |  |  | Expense | based | fund and |
| fees | Salary | Bonus | allowance | payments | risk benefits | Total
202 5 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Executive directors |  |  |  |  |  |  |
LC Pouroulis 1 | - | 835 | 146 | - | 419 | - | 1 400
P Pouroulis 1 | - | 593 | 120 | 7 | 430 | 52 | 1 202
MG Jones 1 | - | 463 | 89 | - | 249 | 35 | 836
Non-executive directors |  |  |  |  |  |  |
JD Salter | 145 | - | - | - | - | - | 145
C Bell | 104 | - | - | - | - | - | 104
R Davey | 79 | - | - | - | - | - | 79
G Zvaravanhu | 86 | - | - | - | - | - | 86
SWM Lo | 43 | - | - | - | - | - | 43
C Hao | 43 | - | - | - | - | - | 43
OM Kamal* | 61 | - | - | - | - | - | 61
Total | 561 | 1 891 | 355 | 7 | 1 098 | 87 | 3 999
2024 |  |  |  |  |  |  |
Executive directors |  |  |  |  |  |  |
LC Pouroulis 1 | - | 808 | 186 | - | - | - | 994
P Pouroulis 1 | - | 580 | 165 | 6 | - | 51 | 802
MG Jones 1 | - | 450 | 117 | - | - | 34 | 601
Non-executive directors |  |  |  |  |  |  |
JD Salter | 162 | - | - | - | - | - | 162
C Bell | 122 | - | - | - | - | - | 122
R Davey | 104 | - | - | - | - | - | 104
G Zvaravanhu | 52 | - | - | - | - | - | 52
SWM Lo | 43 | - | - | - | - | - | 43
C Hao | 43 | - | - | - | - | - | 43
OM Kamal* | 61 | - | - | - | - | - | 61
A Djakouris** | 40 | - | - | - | - | - | 40
Total | 627 | 1 838 | 468 | 6 | - | 85 | 3 024

*
Resigned on
30
September
202
5
**
Resigned on 21 February 2024
1
These salaries were paid by the Company and subsidiaries by which the directors are employed (Braeston Proprietary Limited and
Dinami Limited).
Directors’ share awards
Details of each plan are
disclosed in note 8. Non
-
Executive
Directors are not entitled to participate in the Group’s share award plan. The
number of LTIP
s
and 2024 Cash Awards
awarded to the Executive Directors are set out in the following tables:

202 5 | Opening balance | Allocated | Vested | Forfeited | Total
LTIP ordinary shares |  |  |  |  |
LC Pouroulis | 1 170 694 | - | (470 025) | (53 898) | 646 771
P Pouroulis | 1 930 368 | - | (482 867) | (107 614) | 1 339 887
MG Jones | 1 068 172 | - | (279 774) | (58 616) | 729 782
| 4 169 234 | - | (1 232 666) | (220 128) | 2 716 440
2024 Cash Award |  |  |  |  |
LC Pouroulis | - | 602 460 | - | (40 164) | 562 296
P Pouroulis | - | 682 440 | - | (45 496) | 636 944
MG Jones | - | 363 163 | - | (24 211) | 338 952
| - | 1 648 063 | - | (109 871) | 1 538 192

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
52
11.
DIRECTORS REMUNERATION
(continued)

202 4 | Opening balance | Allocated | Vested | Forfeited | Total
LTIP ordinary shares |  |  |  |  |
LC Pouroulis | 1 476 375 | - | - | (305 681) | 1 170 694
P Pouroulis | 1 572 504 | 727 859 | - | (369 995) | 1 930 368
MG Jones | 880 933 | 395 867 | - | (208 628) | 1 068 172
| 3 929 812 | 1 123 726 | - | (884 304) | 4 169 234

12.
TAX
Accounting policy
Income tax comprises current and deferred taxes. Income tax is recognised in profit or loss
.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting
date, and any adjustments to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for fin
ancial reporting
purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to
temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting d
ate.
All deferred tax assets, to the extent that it is probable that future taxable profits will be available against which the as
set can be utilised,
are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences
include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same
taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the
deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The
same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets
arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and
the same taxable entity, and are expected to
reverse in a period, or periods, in which the tax loss or credit can be utilised.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate
to income taxes levied by the same tax authority on the same taxable entity. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes arise from the distribution of dividends
which
are recognised at the same time as the
right to receive/pay
is
established.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether
additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements
about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of
existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determi
nation is made.

| 202 5 | 20 24
| US$’000 | US$’000
Corporate income tax |  |
Cyprus – current year | 2 993 | 3 956
Cyprus – prior year under provision | - | 1
South Africa – current year | 9 304 | 14 608
South Africa – mining royalty reversal relating to prior years (note 25) | 19 635 | -
South Africa – prior year (over)/under provision | (580) | (124)
| 31 352 | 18 441
Deferred tax: originating and reversal of temporary differences (note 1 9) | 5 138 | 15 693
Deferred tax – prior year under provision (note 1 9) | - | 156
| 5 138 | 15 849
Special contribution for defence in Cyprus | 72 | 227
Dividend withholding tax | 140 | 520
Withholding tax on interest | 18 | -
Tax charge | 36 720 | 35 037

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
53
12.
TAX (continued)
The entities within the Group are taxed in the countries in which they are incorporated and operate at the relevant tax rates
as follows:

Country | 202 5 | 20 2 4
Cyprus | 12.5% | 12.5%
South Africa | 27.0% | 27.0%
Zimbabwe | 15.0% | 15.0%
Guernsey | 0.0% | 0.0%
China | 25.0% | 25.0%

| Cypriot income tax rate | South African income tax rate
Reconciliation between tax charge and accounting | 202 5 | 202 4 | 202 5 | 202 4
profit at applicable tax rates : | US$’000 | US$’000 | US$’000 | US$’000
Profit before tax | 117 569 | 117 679 | 117 569 | 117 679
Notional tax on profit before tax, calculated at the |  |  |  |
Cypriot/South African income tax rate of 12.5%/27.0% |  |  |  |
(202 4: 12.5%/2 7.0%)* | 14 6 96 | 14 710 | 31 7 44 | 31 773
Tax effects of: |  |  |  |
Different tax rates from the standard Cypriot/South |  |  |  |
African income tax rate | 17 777 | 16 209 | (4 210) | (5 631)
Tax exempt income |  |  |  |
Fair value adjustments | (18) | (1) | (38) | (3)
Interest received | (141) | (432) | (304) | (934)
Currency gains | (8) | (73) | (19) | (157)
Learnerships | (253) | - | (546) | -
Assessed losses utilised | - | (14) | - | (29)
Other | (1) | (6) | (2) | (14)
Non - deductible expenses |  |  |  |
Investment related expenses | 751 | 726 | 1 621 | 1 569
Interest paid | 379 | 273 | 818 | 589
Currency losses | 190 | 18 | 411 | 38
Capital expenses | 4 47 | 874 | 964 | 1 889
Impairment of goodwill | 11 | - | 24 | -
Other | - | 10 | - | 24
Special contribution for defence in Cyprus | 74 | 190 | 159 | 410
Dividend withholding tax - current year ordinary and |  |  |  |
preference dividends | 140 | 520 | 303 | 1 123
Dividend withholding tax - accrued dividends | 472 | 45 | 1 020 | 97
Withholding tax on interest | 16 | - | 34 | -
Deferred tax - unremitted distributable reserves of |  |  |  |
foreign subsidiaries | 1 562 | 1 473 | 3 374 | 3 182
Prior year under provision of current income tax | (29) | 99 | (64) | 214
Change in South African tax rate: mining royalty |  |  |  |
adjustment | 254 | - | 548 | -
Deferred tax not raised: assessed losses | 281 | 224 | 623 | 483
Recognition of deemed interest income for tax purposes | 120 | 192 | 260 | 414
Tax charge | 36 720 | 35 037 | 36 720 | 35 037

*
These adjustments are tax effected at 12.5% (Cyprus) compared to 27.0% (South Africa) and therefore result in different amoun
ts adjusted.
Under certain conditions interest income may be subject to defence contribution at the rate of 30.0% in Cyprus. Such interest
income is treated
as non-taxable in the computation of corporation taxable income. In certain instances, dividends received from abroad may be subject to
defence contribution at the rate of 17.0%.
In terms of the Double Taxation Agreement between Cyprus and South Africa, dividend withholding tax at a rate of 5.0% (2024:
5.0%) is
charged on dividends declared by the Company’s South African subsidiaries. The Group’s consolidated effective tax rate for the year ended
30 September 2025 was
31.
2
% (2024: 29.8%).
Other than Cyprus and South Africa, no provision for tax in other jurisdictions was made as these entities either
sustained losses for taxation
purposes or did not earn any assessable profits. At 30 September 2025, the Group had capital allowances of US$290.3 million and unutilised
tax losses of US$9.4 million (2024: capital allowances of US$155.8 million and unutilised tax losses of US$14.20 million) available for offset
against future taxable income. No deferred tax asset has been raised as it is doubtful whether future taxable profits will exist for offset against
these tax losses. The tax losses don’t expire provided that the entity remains operational.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
54
12.
TAX
(continued)
Transfer pricing
During the year ended 30 September 2024, the Group received an audit finalisation letter from SARS for Tharisa Minerals Propr
ietary Limited’s
(‘Tharisa Minerals’) 2018 and 2019 years of assessments, adjusting the margins charged by Tharisa Minerals on its cross-border transactions
with Arxo Resources Limited. SARS contends that the taxable income of Tharisa Minerals for these years has been understated which resulted
in reduced income tax paid to SARS. SARS has assessed Tharisa Minerals for additional income tax, penalties and a deemed dividend tax
totalling US$13.5 million (ZAR233.0 million). The Group requested a suspension of payment and submitted an objection on 4 November 2024.
On 02 June 2025 the Group received a Partial Allowance of Objection letter from SARS. Whilst the principal arguments presented by SARS
remain the same, SARS has partially accepted certain arguments put forward by the Group. The Group maintains its view and strongly
disagrees with the adjustments proposed by SARS. On this basis, the group submitted its appeal on 28 August 2025. Accordingly, the
estimate of the contingent amount payable has not been provided for. On 17 October 2025, the Group received a notice that the matter will
be set down for alternate dispute resolution at
a date
yet to be determined.
Judgement and estimates: taxes
Judgement is required in determining the liability for income taxes due to the complexity of legislation. There are many tran
sactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in
which such determination is made.
The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that
the deductible
temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the Company
to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash
flows from operations and the application of existing tax laws.
Judgement and estimates: Zimbabwean tax rate
Karo Platinum (Private) Limited (‘Karo Platinum’), Karo Zimbabwe Holdings (Private) Limited (‘Karo Zimbabwe’) and Salene Chrome
Zimbabwe (Private) Limited (‘Salene’) have been awarded a Special Economic Zone Licence (‘SEZ’) which stipulates a 15.0% corporate tax
rate. Subsequent to being granted the SEZ, legislation was amended stipulating that mining companies were not eligible for the SEZ benefits.
The Group obtained legal advice confirming that the legislation cannot be applied retrospectively. The Group has also engaged with regulatory
authorities and is expecting a favourable outcome. Accordingly, while the standard Zimbabwean corporate tax rate is 24.72%, Karo Zimbabwe,
Karo Platinum and Salene have applied the SEZ corporate tax rate of 15.0%.
While Karo Platinum was awarded a Mining Lease valid for the life of the mine, to obtain certain fiscal benefits available to
the mining industry
in Zimbabwe, an application was submitted for the Mining Lease to be converted to a Special Mining Lease, which is valid for 25 years. The
Special Mining Lease has been gazetted and is awaiting the finalisation of the agreement between Karo Platinum and the Government of
Zimbabwe enshrining the fiscal benefits. A fiscal benefit of the Special Mining Lease is the application of a corporate tax rate of 15% (for a
period of
25
years).
Karo Zimbabwe Holdings is an intermediate holding company and Salene Chrome is currently on ‘care and maintenance’ pending completion
of a further exploration programme.
Judgement and estimates: most meaningful tax rate
IAS 12 requires entities to disclose a tax rate reconciliation
to enable users to understand whether the relationship between the accounting
profit and taxation is unusual and to understand significant factors that could affect that relationship in the future. In preparation of the tax rate
reconciliation, entities select a most meaningful tax rate to which the profit before tax is applied and to which the tax charge for the year is
then reconciled. Since the majority of the Group’s profits are currently earned in South Africa, management considers that it is appropriate to
include a tax rate reconciliation for which the South African income tax rate is selected as the most meaningful tax rate.
13.
EARNINGS PER SHARE
The calculation of basic and diluted earnings per share and headline and diluted headline earnings per share has been based o
n the
profit attributable to the ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding.
Treasury shares are excluded from the weighted average number of ordinary shares outstanding. Allocated unvested conditional
awards (‘LTIP’), granted to employees at no cost in terms of the LTIP 2022 Award (first, second and third measurement periods) and
the LTIP 2023 Award (first and second measurement periods) that are still in employment within the Group at year-end, with the
remaining vesting condition being to remain in employment as at the third anniversary of the grant date, result in a potential dilutive
impact on the weighted average number of issued ordinary shares and have been included in the calculation of dilutive weighted
average number of issued ordinary shares. Vested Appreciation Rights issued to employees at award prices lower than the share price
at 30 September 2025, results in a potential dilutive impact on the weighted average number of issued ordinary shares and have been
included in the calculation of dilutive weighted average number of issued ordinary shares. Vested Appreciation Rights issued to
employees at award prices higher than the share price at 30 September 2025 were excluded from the calculation of diluted weighted
average number of issued ordinary shares because its effect would be anti-dilutive.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
55
13.
EARNINGS PER SHARE
(continued)

| 202 5 | 2024
Basic and diluted earnings per share |  |
Profit for the year attributable to ordinary shareholders (US$’000) | 79 134 | 82 895
Weighted average number of issued ordinary shares for basic and headline earnings per share ('000) | 296 360 | 299 072
Dilutive impact of LTIP and Appreciation Rights (‘000) | 84 707 | 8 419
Weighted average number of issued ordinary shares for diluted basic and diluted headline earnings per |  |
share ('000) | 304 837 | 307 491
Earnings per share |  |
Basic (US$ cents) | 26.7 | 27.7
Diluted (US$ cents) | 2 6.0 | 27.0
Headline and diluted headline earnings per share |  |
Headline earnings for the year attributable to ordinary shareholders (US$’000) | 81 411 | 84 104
Headline earnings per share (US$ cents) | 27.5 | 28.1
Diluted h eadline earnings per share (US$ cents) | 26.7 | 27.4

Reconciliation of profit to headline earnings

| 2025 | 2024
| Gross | Net | Gross | Net
| US$’000 | US$’000 | US$’000 | US$’000
Profit attributable to ordinary shareholders |  | 79 134 |  | 82 895
Adjustments: |  |  |  |
Write off of property, plant and equipment | 3 081 | 2 249 | 1 942 | 1 418
Impairment of goodwill | 152 | 152 |  |
Insurance proceeds received | (5) | (4) | (229) | (167)
Profit on disposal of property, plant and equipment | (164) | (120) | (57) | (42)
Headline earnings |  | 81 411 |  | 84 104

14.
PROPERTY, PLANT AND EQUIPMENT
Accounting policy
Mining assets and infrastructure
Mining assets and infrastructure typically include those costs incurred for the development of the mine, including the design
of the mine
plan, constructing and commissioning the facilities and preparation of the mine and necessary infrastructure for production. The mine
development phase generally begins after completion of a feasibility study and ends upon the commencement of commercial production.
Mining assets are measured at cost less accumulated depreciation and less any accumulated impairment losses. Expenditure, including
evaluation costs, incurred to establish or expand productive capacity, to support and maintain that productive capacity prior to the
commencement of commercial levels of production, are capitalised to assets under construction and transferred to mining assets and
infrastructure when the mining venture reaches commercial production.
Maintenance costs incurred to maintain current production are
expensed.
The
Th
arisa Mine’s (South Africa)
remaining useful life of mine and infrastructure
based on the remaining open pit life of mine and excluding
future potential underground development, is currently
estimated to
be 1
2
(2024: 17 years) years.
Deferred stripping costs
All stripping costs incurred (costs incurred in removing overburden to expose the reef) during the production phase of a mine
are treated
as variable production costs and as a result are included in the cost of inventory during the period in which the stripping costs are incurred.
However, any costs of overburden stripping in excess of the expected open-pit life average stripping ratio are deferred. Any costs deferred
are capitalised to property, plant and equipment
provided all the following conditions are
met:
• it is probable that the future economic benefit associated with the stripping activity will be realised;
• the component of the ore body for which access has been improved can be identified; and
•
the costs relating to the stripping activity associated with the improved access can be reliably measured
.
If all of the criteria are not met, the production stripping costs are charged to the consolidated statement of
profit or loss
as
they are incurred.
This deferred stripping asset is depreciated using the units of production method over the expected useful life of the identified component
of the ore body that becomes more accessible as a result of the stripping activity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
56
14.
PROPERTY, PLANT AND EQUIPMENT
(continued)
Accounting policy (continued)
General
A
ssets are initially measured at cost and are subsequently measured at cost less accumulated depreciation and less any accumul
ated
impairment losses. The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate portion of normal
production overheads. Directly attributable expenses relating to major capital projects and site preparation are capitalised until the asset is
brought to a working condition for its intended use. These costs include dismantling and site restoration costs. Administrative and other
general overhead costs are expensed as incurred. Purchased software that is integral to the functionality of the related equipment is
capitalised as part of that equipment.
Borrowing costs directly attributable to the construction or acquisition of qualifying assets are capitalised directly to the
cost of the qualifying
asset. To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, these borrowing costs shall be
determined as the actual borrowing costs incurred on that borrowing.
Where an item of property, plant and equipment comprises major components with different useful lives, the components are acc
ounted for
as separate items of property, plant and equipment.
Expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, inc
luding major
inspection and overhaul expenditure, is capitalised when the costs can be reliably measured and if it is probable that the future economic
benefits embodied within the component will flow to the Group. The carrying amount of the replaced component, if any, are der
ecognised.
Maintenance and day to day servicing and repairs, which neither materially add to the value of assets nor appreciably prolong
their useful
lives, are recognised in profit or loss.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
net
proceeds from disposal with
the carrying amount of the item and are recognised in profit or loss.
Depreciation
Depreciation of
mineral rights and
mining assets and infrastructure is calculated using the units
-
of
-
production method based on estimated
economically recoverable proved and probable mineral reserves. Proved and probable reserves reflect estimated quantities of economically
recoverable resources which can be recovered in the future from known mineral deposits. Depreciation is first charged on mining assets and
infrastructure from the date on which they are available for use.
Mining fleet is depreciated using the units
-
of
-
production method based on estimated achievable machine hours.
For other property, plant and equipment, depreciation is recognised in profit or loss on a straight
-
line basis at rates that will reduce the
carrying amounts to estimated residual values over the estimated useful lives of the assets. Leasehold improvements on premises occupied
under leases are expensed over the shorter of the lease term and the useful lives.
Depreciation, unless otherwise stated, is calculated as follows:
•
buildings at 10.0% pa
•
motor vehicles at 20.0% pa
•
computer equipment and software at 33.3% pa
• office equipment between 10.0% and 33.3% pa
•
furniture at 20.0% pa
No depreciation is provided on freehold land and mine development assets under construction.
Depreciation methods, residual values and
useful lives are reviewed at least annually, and adjusted prospectively if appropriate, at each reporting date.
Exploration and evaluation expenditure
All exploration and evaluation expenditure, prior to obtaining the legal rights to explore a specific area, is recognised in
profit or loss. After
the legal rights to explore are obtained, exploration and evaluation expenditure, comprising the costs of acquiring prospecting rights and
directly attributable exploration expenditure, is capitalised as a separate class of property, plant and equipment, on a project-by-project basis,
pending determination of the technical feasibility and commercial viability.
The technical feasibility and commercial viability of extracting a mineral resource is generally considered to be determinabl
e through a
feasibility study and when proven reserves are determinable to exist. Upon determination of proven reserves, exploration and evaluation
assets attributable to those reserves are first tested for impairment and then reclassified to another appropriate class of property, plant and
equipment. Subsequently, all costs directly incurred to prepare an identified mineral asset for production are capitalised to mine development
assets. Amortisation of these assets commences once these assets are available for use. These assets will be measured at cost less
accumulated amortisation and impairment losses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
57
14.
PROPERTY, PLANT AND EQUIPMENT
(continued)
Accounting policy
Mineral reserve
s/rights
Mineral and surface rights are recorded at cost less accumulated amortisation and accumulated impairment losses. When
there is little
likelihood of a mineral right being exploited, or the carrying amount has exceeded its recoverable amount, impairment is recognised in profit
or loss in the year that such determination is made.
The estimation of reserves impacts the amortisation of property, plant and equipment, the recoverable amount of property, pla
nt and equipment
and the timing of rehabilitation expenditure.
Factors impacting the determination of proved and probable reserves
include
:
• commodity prices;
•
the grade of mineral reserves;
•
operational issues at the mine; and
•
the reliability of the measurement of the fair value or cost of the asset.
The carrying amounts of the Group's non
-
financial assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying
amount of an asset or its related CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash
flows that are largely independent from other assets and groups. Impairment losses are recognised in profit or loss. Impairment losses
recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs (group of units) and
then, to reduce the carrying amount of the other assets in the CGU (group of units) on a pro rata basis.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assess
ing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the assets. For the purpose of impairment testing, assets that cannot be tested individually
are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash
inflows of the other assets of the CGU.
Impairment losses recognised in prior periods are assessed at each reporting date for any indication that the loss has decrea
sed or no longer
exists. An impairment loss is reversed through profit or loss if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been re
cognised.
L
eases
The Group recognises a right
-
of
-
use asset at the commencement date of the contract for all leases conveying the right to control the use of
identified assets for a specified period. The commencement date is the date on which a lessor makes an underlying asset available for use
by the lessee.
The right
-
of
-
use assets are initially measured at cost, which comprises the amount of initial measurement of the lease liability adjusted
for
any lease payments made at or before the commencement date plus any initial direct costs incurred by the lessee and an estimate of costs
to be incurred by the lessee in dismantling and removing the underlying assets or restoring the site on which the assets are located, less
any lease incentives.
Subsequent to initial measurement, the right
-
of
-
use assets are depreciated from the commencement date using the straight
-
line method
over the shorter of the estimated useful lives of the right
-
of
-
use assets or the end of lease term. These are as follows:

Right-of-use asset | Depreciation term in years
Buildings and premises | Straight-line over the respective lease terms, between 3 and 5 years
Mining fleet | Based on estimated production hours

After the commencement date, the right
-
of
-
use assets are measured at cost less any accumulated depreciation and any accumulated
impairment losses and adjusted for any re
-
measurement of the lease liability.
Short
-
term leases and leases of low
-
value assets:
The Group has elected not to recognise right
-
of
-
use assets for short
-
term leases that
do not contain a purchase option and
have a lease
term of 12 months or less and leases of low
-
value assets such as computer equipment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
58
14.
PROPERTY, PLANT AND EQUIPMENT
(continued)

|  |  |  |  |  |  |  | Office |  |
|  |  |  |  |  |  |  | equipment and |  |
|  |  |  |  |  |  |  | furniture, |  |
|  |  | Mining assets |  | Right-of-use |  | Computer | community | Right-of-use |
| Freehold land |  | and |  | asset: mining | Motor | equipment | and site office | asset: |
| and buildings | Mineral rights | infrastructure | Mining flee t | fleet | vehicles | and software | improvements | buildings | Total
30 September 202 5 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Cost |  |  |  |  |  |  |  |  |  |
Balance at 30 September 202 4 | 29 610 | 201 750 | 637 581 | 152 689 | 4 148 | 5 605 | 7 572 | 1 452 | 2 487 | 1 042 894
Additions | 791 | - | 7 3 753 | 36 168 | - | 227 | 1 7 5 6 | 15 2 | 1 114 | 11 3 961
Borrowing costs | - | - | 2 584 | - | - | - | - | - | - | 2 584
Lease agreements entered into | - | - | - | - | 1 040 | - | - | - | 885 | 1 925
Disposals | - | - | (116) | (48) | - | (50) | - | - | - | (214)
Re-measurement | - | - | - | - | (32) | - | - | - | - | (32)
Write offs | (51) | - | (877) | (11 662) | - | (18) | (198) | (17) | (69) | (1 2 892)
Transfers | - | - | (16) | - | - | - | 16 | - | - | -
Exchange differences on translation | 24 | - | 1 88 7 | 1 093 | 46 | 6 | 6 5 | 4 | 68 | 3 19 3
Balance at 30 September 202 5 | 30 374 | 201 750 | 71 4 79 6 | 178 240 | 5 202 | 5 770 | 9 21 1 | 1 59 1 | 4 485 | 1 15 1 4 19
Accumulated depreciation and |  |  |  |  |  |  |  |  |  |
impairment |  |  |  |  |  |  |  |  |  |
Balance at 30 September 202 4 | 2 506 | - | 161 897 | 79 148 | 3 929 | 2 441 | 5 906 | 790 | 1 639 | 258 256
Depreciation c harge for the year | 4 80 | - | 4 1 636 | 19 709 | 357 | 879 | 1 212 | 184 | 550 | 6 5 007
Disposals | - | - | (42) | (48) | - | (39) | - | - | - | (129)
Write offs | (2) | - | (245) | (9 309) | (30) | (18) | (155) | (11) | (41) | (9 811)
Transfers | (330) | - | 330 | - | - | - | - | - | - | -
Exchange differences on translation | 1 9 | - | 1 855 | 457 | 13 | 19 | 43 | 6 | 16 | 2 428
Balance at 30 September 202 5 | 2 6 73 | - | 20 5 431 | 89 957 | 4 269 | 3 282 | 7 006 | 969 | 2 164 | 31 5 751

Freehold land and buildings comprise various portions of the farms Elandsdrift 467 JQ, Buffelspoort
343 JQ and Farm 342 JQ, North West Province, South Africa. All land is freehold.
Property, plant and equipment, with the exception of motor vehicles, is insured at approximate cost of replacement. Motor veh
icles are insured at market value. Land is not insured.
Included in additions to mining assets and infrastructure are additions to the deferred stripping asset of US$
9
.8 million (2024: US$65.8 million).
The estimated economically recoverable proved and probable mineral reserve of Tharisa Minerals Proprietary Limited was r
eassessed during October 202
4
which gave rise to a change in accounting estimate.
The remaining reserve that management had previously assessed was 85.1 Mt (during October 2023). During October 2024, the remaining reserve was assessed to be 74.5 Mt. As a result, the expected useful
life of the plant and other assets, included in mining assets and infrastructure, decreased. The impact of the change on the actual depreciation expense, included in cost of sales, is an increased depreciation charge
of US$0.
7
million. The change in estimate
was recognised prospectively.
Included in mining assets and infrastructure are projects under
construction of US$
240.5
million (2024: US
$
16
8.
6
million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
59
14.
PROPERTY, PLANT AND EQUIPMENT
(continued)

|  |  |  |  |  |  |  | Office |  |
|  |  |  |  |  |  |  | equipment and |  |
|  |  |  |  |  |  |  | furniture, |  |
|  |  | Mining assets |  | Right-of-use |  | Computer | community | Right-of-use |
| Freehold land |  | and |  | asset: mining | Motor vehicles | equipment and | and site office | asset: |
| and buildings | Mineral rights | infrastructure | Mining fleet | fleet |  | software | improvements | buildings | Total
30 September 202 4 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Cost |  |  |  |  |  |  |  |  |  |
Balance at 30 September 2023 | 24 646 | 201 750 | 432 803 | 126 793 | 5 477 | 5 257 | 5 619 | 1 422 | 1 587 | 805 354
Additions | 2 811 | - | 164 005 | 24 206 | - | 262 | 1 815 | 185 | - | 193 284
Borrowing costs | - | - | 2 592 | - | - | - | - | - | - | 2 592
Lease agreements entered into | - | - | - | - | - | - | - | - | 544 | 544
Disposals | - | - | (12) | (3 324) | - | (47) | - | - | - | (3 383)
Re-measurement | - | - | - | - | (35) | - | - | - | (3) | (38)
Write offs | (231) | - | (2 298) | (9 550) | (131) | (60) | (493) | (252) | - | (13 015)
Transfers | (4) | - | (70) | 1 559 | (1 559) | - | 58 | 16 | - | -
Exchange differences on translation | 2 388 | - | 40 561 | 13 005 | 396 | 193 | 573 | 81 | 359 | 57 556
Balance at 30 September 202 4 | 29 610 | 201 750 | 637 581 | 152 689 | 4 148 | 5 605 | 7 572 | 1 452 | 2 487 | 1 042 894
Accumulated depreciation and |  |  |  |  |  |  |  |  |  |
impairment |  |  |  |  |  |  |  |  |  |
Balance at 30 September 202 3 | 1 989 | - | 121 393 | 59 322 | 4 799 | 1 645 | 4 705 | 683 | 1 124 | 195 660
Depreciation c harge for the year | 409 | - | 30 127 | 21 205 | 389 | 866 | 1 148 | 193 | 385 | 54 722
Disposals | - | - | (6) | (1 466) | - | (38) | - | - | - | (1 510)
Write offs | (62) | - | (2 298) | (8 082) | (76) | (34) | (397) | (126) | - | (11 075)
Transfers | - | - | - | 1 559 | (1 559) | - | - | - | - | -
Exchange differences on translation | 170 | - | 12 681 | 6 610 | 376 | 2 | 450 | 40 | 130 | 20 459
Balance at 30 September 202 4 | 2 506 | - | 161 897 | 79 148 | 3 929 | 2 441 | 5 906 | 790 | 1 639 | 258 256

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
14.
PROPERTY, PLANT AND EQUIPMENT (continued)

| 20 2 5 | 20 2 4
Net book value | US$’000 | US$’000
Freehold land and buildings | 27 7 01 | 27 104
Mineral right | 201 750 | 201 750
Mining assets and infrastructure | 5 09 365 | 475 684
Mining fleet | 88 283 | 73 541
Right-of-use mining fleet | 933 | 219
Motor vehicles | 2 488 | 3 164
Computer equipment and software | 2 205 | 1 666
Office equipment and furniture, community and site office improvements | 622 | 662
Right-of-use buildings and premises | 2 321 | 848
| 83 5 668 | 784 638

At 30 September 202
5
, trade and other
payables include US$2
1.5
million (2024: US$24.0 million) owing to vendors providing capital goods
and services to the Group.
Borrowing costs relating to the Karo Platinum
project of US$2.6 million were capitalised during the year ended 30 September 2025 (2024:
US$2.6 million). A capitalisation rate of 9.5% (2024: 9.5%) was used which is equal to the coupon of the bond listed on the Victoria Falls
Stock Exchange (note 2
6
).
The bond
was issued specific for the construction of the Karo Platinum
project
in Zimbabwe.
Capital commitments
At 30
September 202
5
, the Group’s capital commitments for contracts to purchase property, plant and equipment amounted to
US$
79
.
6
million (202
4
: US$
46.9
million).
Securities
At 30 September 2025, US$58.7 million (2024: US$23.2 million) of the Group’s mining fleet was pledged as security against the asset backed
facilities (
refer to note 2
6
).
Write offs
During the year ended 30 September 2025, the Group scrapped individual assets with net book values totalling US$3.1 million (2024:
US$1.9 million). The write offs during both the financial years mainly relate to yellow fleet equipment identified as no longer fit for use and
premature component failures.
The mining component pre-mature failures are identified through the measurement of the hours depreciated for each component in relation
to the expected useful live. A write off is recognised for each component that did not reach its expected useful life. Further to this, mining
fleet is also written off as identified from fleet that is confirmed as obsolete by management.
Impairment of assets
At 30 September 202
5
, the operational environment and circumstances of Salene Chrome Zimbabwe (Private) Limited (‘Salene’) have not
improved and the operations remain on care and maintenance. The Group believes that due to a prolonged delay in start-up, an impairment
indicator was still present at 30 September 2025. The carrying value of the Salene CGU of US$2.3 million was tested for impairment by
determining the value in use and the fair value less cost to sell. The Group believes that no additional impairment is required at
30 September 2025 as the fair value less cost to sell of US$2.3 million exceeds the value in use and supports the recoverability of the Salene
CGU.
At 30 September 202
5
, operations at Skyler Storm (Private) Limited (‘Skyler’) remained on care and maintenance. The carrying value of the
Skyler CGU had no value a 30 September 202
5
and hence no impairment is required.
Karo Platinum Project
During the year ended 30 September 2024, development of the Karo Platinum Project was slowed down due to a delay in funding
workstreams as a consequence of PGM market conditions together with a delay in the fiscal regime discussions with the Zimbabwean
Government necessary for a Tier 1 project. During the year ended 30 September 2025, even though the global economy demonstrated
gradual stabilisation with improved PGM market conditions, the Group still believes that an impairment indicator is present mainly due to the
prolonged development of the Karo Platinum Project. The carrying value of the Karo Platinum Project CGU of US$385.0 million was tested
for impairment by determining the value in use. The Group performed a value in use calculation on a Karo Platinum CGU level by using a
discounted cash flow forecast covering a period of 13 years which represents the life of the open cast mine, a PGM basket price of
US$1 802/oz and a pre-tax weighted average cost of capital of 14.3%. The Group believes that the recoverable value of the CGU exceeds
the carrying value of US$385.0 million. Consequently the Group believes that no impairment is required at 30 September 2025 as the value
in use exceeds the carrying value and supports the recoverability of the Karo Platinum Project CGU.
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
14.
PROPERTY, PLANT AND EQUIPMENT (continued)
Judgements and estimates: mineral reserves estimates
Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected
to be profitably
extracted, processed and sold under current and foreseeable economic conditions. The determination of ore reserves includes estimates and
assumptions about a range of geological, technical and economic factors, including: quantities, grades, production techniques, recovery rates,
production costs, transport costs, commodity demand and commodity prices. Changes in ore reserves impact the assessment of recoverability
of exploration and evaluation assets, property, plant and equipment, the carrying amount of assets depreciated on a units-of-production basis,
provision for site rehabilitation and the recognition of deferred tax assets, including tax losses. The mineral reserve is re-assessed annually.
The Group estimates and reports mineral reserves in accordance with the principles and guidelines contained in the South African Code for
Reporting of Mineral Reserves of 200
7, revised in 2016 (SAMREC 2016).
Judgements and estimates:
assessment of CGU
The Group’s main subsidiary, Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’) is a vertically integrated operation.
The Group believes
that there is no active market for the run of mine ore (‘ROM’) mined at Tharisa Minerals due to the high volume being processed and as the
ROM is of a relative low grade compared to other deposits in the same region. Tharisa Minerals’ integrated processing plants are specifically
designed to treat the volume and low grade ROM. Tharisa Minerals produces PGMs and chrome concentrates on a co-product basis and the
operation is managed as a joint product mine. The Group therefore believes that the processing plants together with the mining assets are
dependent on each other in order to generate cash inflows.
The Group therefore believes that the mining fleet and mining assets cannot generate cash inflows that are largely independen
t of the cash
inflows from the processing plants and other assets or group of assets and as a result are not separate cash generating units. Consequently
the Group believes that the mining assets and the processing plants together represents the smallest identifiable group of assets that
generates cash inflows largely independent from other assets and represents a single CGU.
Karo Mining Holdings plc (‘Karo’) and subsidiary companies collectively in future will generate cash inflows independently. T
he Group therefore
believes that Karo together with its subsidiaries represents the smallest identifiable group of assets that will generate cash inflows largely
independent from other assets and represents
another
single CGU
.
Judgements and estimates: impairment of assets
Indicators for impairment on non
-
financial assets are assessed at each reporting period. Should an indication exist, individual assessments
of property, plant and equipment are performed based on the technical, economic an
d
business circumstances
.
Judgements and estimates: depreciation
Mi
ning assets and infrastructure are
depreciated using the units
-
of
-
production method. Management has elected to use the tonnes mined in
relation to tonnes proved and probable mineral reserve as an appropriate units-of-production depreciation method. Changes in the proved and
probable mineral reserve will impact the useful lives of the assets depreciated based on this method. The average remaining useful life of the
open pit mine is estimated at 1
2
years (202
4
: 1
7
years)
.
Re
fer to the Accounting Policies f
or the depreciation of the remaining assets.
Judgements and estimates: deferred stripping
IFRIC 20 requires that production stripping costs in a surface mine be capitalised to non
-
current assets if, and only if, all of the following criteria
are met:
• it is probable that the future economic benefit associated with the stripping activity will flow to the entity;
• the entity can identify the component of the ore body for which access has been improved; and
•
t
he costs relating to the stripping activity associated with that component can be measured.
The Group uses a long
-
term life of opencast mine stripping ratio which consist
s
of actual historical numbers and forecast numbers. The
forecast numbers are updated annually according to the Reserve and Resource Statement. In the event that the actual stripping ratio exceeds
the life of mine stripping ratio, the actual weighted average stripping cost associated with the stripping ratio that is in excess of the life of mine
stripping ratio is deferred and capitalised to property, plant and equipment. Excess deferred stripping costs are only capitalised if it can be
reliably measured and if the open pit is improved and
/or the ore body is
exposed for future benefit.
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
62
15.
INTANGIBLE ASSETS
Accounting policy
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible
assets are carried
at cost less any accumulated amortisation and accumulated impairment losses. The useful lives of intangible assets are assessed as either
finite or indefinite.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually
or at the cash
-
generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be
supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Intangible assets with finite useful lives are amortised using the straight
-
line method over their estimated useful lives. Residual values of
intangible assets are presumed to be zero and along with their useful lives are reassessed on an annual basis.
Internally generated intangible assets research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the
Group
's
development of the renewable energy storage solutions is recognised only
if all of the following conditions are met:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale
•
its intention to complete the intangible asset and use or sell it
•
its ability to use or sell the intangible asset
• how the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the
existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness
of the intangible asset
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset
•
its ability to measure reliably the expenditure attributable to the intangible asset during its development
Internally generated intangible assets are amortised on a straight
-
line basis over their estimated useful lives. Where no internally generated
intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which i
t is incurred.
Intellectual property rights
Intellectual property rights
are measured initially at purchase cost and are amortised on a straight
-
line basis over their estimated useful lives.
Impairment
The carrying amounts of the Group's non
-
financial assets are reviewed at each reporting date to determine whether there is any indication
of impairment. For goodwill and intangible assets that have indefinite lives or are not yet available for use, the recoverable amount is estimated
annually
as to
whether or not there is any indication of impairment.
For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to groups of CGUs t
hat are expected
to benefit from the synergies of the combination.
An impairment loss in respect of goodwill is not reversed.

| 2025 | 2024
|  | Intellectual | Development |  |  | Intellectual |
| Goodwill | property | cost | Total | Goodwill | property | Total
Cost | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Balance at 1 October | 2 692 | 6 610 | - | 9 302 | 2 579 | 956 | 3 535
Additions | - | 1 663 | 5 535 | 7 198 | - | 5 645 | 5 645
Effect of movement in |  |  |  |  |  |  |
exchange rates | - | - | - | - | 113 | 9 | 122
Balance at 30 September | 2 692 | 8 273 | 5 535 | 16 500 | 2 692 | 6 610 | 9 302
Accumulated amortisation |  |  |  |  |  |  |
and impairment losses |  |  |  |  |  |  |
Balance at 1 October | 2 034 | 7 | - | 2 041 | 1 978 | 2 | 1 980
Amortisation for the year | - | 5 | - | 5 | - | 4 | 4
Impairment loss | 152 | - | - | 152 |  |  |
Effect of movement in |  |  |  |  |  |  |
exchange rates | 7 | - | - | 7 | 56 | 1 | 57
Balance at 30 September | 2 193 | 12 | - | 2 205 | 2 034 | 7 | 2 041
Carrying amount | 499 | 8 261 | 5 535 | 14 295 | 658 | 6 603 | 7 261

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
63
15.
INTANGIBLE ASSETS
(continued)
The goodwill arose on the acquisitions of Braeston
Proprietary Limited, Arxo Logistics Proprietary Limited, MetQ Proprietary Limited and
Salene Chrome Zimbabwe (Private) Limited.
The goodwill relating to Braeston Proprietary Limited (‘Braeston
’) (US$152 thousand) was attributed to the synergies of operations at the
Group’s South African office and established client and supplier relationships. During the year ended 30 September 2025, Braeston became
fully dependent on the Company and its subsidiaries to continue as a going concern and consequently the Group believes an impairment
indicator was present. Due to the absence of external revenue generated by Braeston, the Group recognised an impairment loss of US$152
thousand in other operating costs
. The impairment loss was allocated to the trading
and agency
operating segment.
The goodwill relating to Arxo Logistics Proprietary Limited (US$0.5 million) was attributed to supplier relationships specifi
c to the transport and
sea freight industry and skills and knowledge of the workforce. The goodwill was allocated to the chrome ope
rating segment.
The goodwill relating to MetQ Proprietary Limited (US$0.5 million) and Salene Chrome Zimbabwe (Private) Limited has been impa
ired in full.
The goodwill is not tax deductible
and was allocated to the manufacturing segment.
The recoverable amount of the remaining goodwill was calculated based on the value in use of the operating segment to which t
he goodwill
was allocated and was higher than the carrying values.
The recoverable amounts of the operating segments were determined based on discounted cash flows approved by management cover
ing a
twelve-year period, which represents the estimated opencast life of mine at 30 September 2025. The cash flows were discounted
using a real
discount rate of 13.6% (2024: 13.3%) for South African operations, an exchange rate of ZAR18.00:US$1; (2024: ZAR17.27 US$1) s
pot PGM
basket price of US$1 802/oz (2024: US$1 545/oz) and spot chrome concentrate prices of US$275/tonne (2024: US$
276/tonne). The discount
rate used was a pre-tax real rate and reflects specific risks relating to the relevant operating segment. Cash flows are based on the life-of-
mine
plan that takes into account proved and probable ore reserves and appropriate capita
l expenditure estimates.
It is estimated that a decrease of
9
.
1
% (from US$27
5
/tonne to US$2
5
2/tonne) in the long
-
term real chrome concentrate price would cause the
recoverable amount of goodwill to equal its carrying amount without any other changes in key assumptions.
Judgements and estimates: allocation of goodwill
T
he Group believes that the mining assets and the processing plants together represents the smallest identifiable Group of ass
ets that
generates cash inflows largely independent from other assets and represents a single CGU, refer to note 14. IAS 36 does not prohibit entities
having a CGU larger than its operating segments. However, in such circumstances where a CGU is larger than its operating segments, goodwill
should be allocated and tested on an operating segment level. The Group has consequently allocated and tested the goodwill on an operating
segments
level
.
Intellectual property
The Group acquired certain intellectual property associated with the development and commercialisation of an electrical energ
y storage device
suitable for large scale static applications and ultimately suitable for large scale usage of chrome concentrates.
The intellectual property was
tested for impairment by determining the value in use. The Group prepared a projected discounted cash flow model to determine
the value in
use. The Group believes that the recoverable amount, resulting from the application of
the intellectual property to the Group’s existing
operational processes and products
,
exceed
s
the carrying value and hence no impairment was recognised.
During the year ended 30 September 2024, the Group acquired certain intellectual property associated with the PGM beneficiati
on process,
specifically suitable for the PGM concentrate produced by the Group. The Group believes that applying the intellectual
property to the PGM
refining process will result in numerous enhancements compared to the conventional PGM refining process. At 30 September 2025, the
majority
of the intellectual property was not available yet for its intended use, hence no amortisation has been recognised.
The intellectual property was
tested for impairment by determining the value in use which was calculated by applying the
enhancements to the PGM beneficiation process
in the Group’s discounted cash flow forecast model. The Group concluded that the additional calculated value exceeds the carrying value
of
the intellectual property
and hence no impairment loss was recognised.
Development cost
The development cost relates to the Group’s
development of the renewable energy storage solutions
. An internal
generated intangible asset
of US$1.8 million (2024: US$0.7 million) has been recognised during the year ended 30 September 2025.
The development cost capitalised
was tested for impairment by determining the value in use
, together with the value in use calculation of the intellectual property relating to the
electrical energy storage device. Since the recoverable amount exceeds the carrying value, no impairment loss was recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
64
16.
GROUP COMPOSITION
The Group holds 100% of the voting rights in all subsidiaries apart from
Karo Mining
Holdings plc
(‘Karo Mining’)
(7
8
.
17
% holding, 202
4
:
7
6
.
22
% holding)
.
For the increase in shareholding within Karo Mining,
refer to note 2
4
.
The following table summarises the information relating to the Company's subsidiar
ies with material non
-
controlling interests
,
Karo Mining
Holdings plc owns 85.0% of the voting rights of Karo Platinum (Private) Limited. The non-controlling interests of Karo Mining and subsidiaries
before any inter
-
group eliminations
were
:

| 202 5 | 202 4
| US$’000 | US$’000
Non-current assets | 174 175 | 140 878
Current assets | 7 804 | 15 749
Non-current liabilities | (270) | (36 376)
Current liabilities | (46 446) | (19 325)
Net assets | 135 263 | 100 926
Carrying amount of non - controlling interest in the net assets of Karo Mining Holdings p lc | (1 800) | (1 653)
Fair value adjustments on the net assets at acquisition attributable to non-controlling interest | 55 451 | 55 451
Value of net assets attributable to non-controlling interest, taking acquisition adjustments into account | 53 651 | 53 798
Net loss after tax and total comprehensive loss | (2 172) | (2 501)
Non-controlling interest in loss after tax | (148) | (101)
Cash flows (used in)/generated from operating activities | (9 359) | 13 430
Cash flows used in investing activities | (30 421) | (79 631)
Cash flows generated from financing activities | 33 010 | 16 501
Net change in cash and cash equivalents | (6 770) | (49 700)

Judgements and estimates: functional currency
In accordance with IAS21, Karo Holdings has considered the following factors in the determination of the functional currency:
•
Currency of sales and future sales. While operations are still in
development
phase, PGM concentrates sales are concluded in
US$
.
•
Currency of operating costs. The majority of costs are paid in US$ to service providers in Zimbabwe, South Africa
and
Cyprus.
Fees for services are quoted in US$. Karo Mining’s subsidiaries obtained foreign exchange control approval to allow funds to be
transferred into its Zimbabwean local account.
•
Funding: the funding made available to Karo Holdings is denominated in US$.
•
Cash flows: the cash flows comprised of US$ denominated intergroup loans paid directly to the service providers and suppliers
of
goods;
•
Group considerations: Karo Zimbabwe Holdings (Private) Limited is a 100% subsidiary of Karo Mining. In terms of degree of
autonomy of Karo Zimbabwe Holdings (Private) Limited and its subsidiaries, the group is dependent on the holding company.
The
Group concludes that the
functional currency of Karo
Mining and subsidiaries
is the US
$
. The Zimbabwean government has issued a
number of Statutory Instruments while it has been managing in a hyper inflationary economic environment with a shortage of hard foreign
currency reserves.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
65
17.
INVESTMENT IN ASSOCIATE
Accounting policy
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financ
ial and operating
policies. Interests in associates are accounted for using the equity method. The interests are initially recognised at cost. Subsequent to initial
recognition, the financial statements include the Company’s share of profit or loss and other comprehensive income of equity-accounted
investees until the date on which significant influence ceases.
Results of associates are equity
-
accounted using the results of their most recent audited annual financial statements or unaudited management
accounts. Any losses from associates are brought to account in the consolidated financial statements until the interest in such associates is
written down to zero. The interest includes any long-term interests that in substance form part of the entity’s net investment in the equity-
accounted investee, for example long-term receivables for which settlement is neither planned nor likely to occur in the foreseeable future.
Thereafter, losses are accounted for only insofar as the Group is committed to providing financial support to such associates
.
The carrying value of an equity
-
accounted investment represents the cost of the investment, including goodwill, the proportionate share of the
post-acquisition retained earnings and losses, any other movements in reserves, any impairment losses and loans to or from the equity-
accounted investee. The carrying value together with any long-term interests that in substance form part of the net investment in the equity-
accounted investee is assessed annually for existence of indicators of impairment and if such exist, the carrying amount is compared to the
recoverable amount, being the higher of value in use or fair value less costs to sell. If an impairment in value has occurred, it is recognised in
the period in which the impairment arose. Indicators of impairment include a significant or prolonged decline in the investments fair value below
its carrying value

| 202 5 | 20 24
| US$’000 | US$’000
Investment in convertible loan notes | 1 30 0 | -
Interest receiv able | 30 | -
| 1 330 | -

During the
year
ended 3
0
September
2025, the Group invested in convertible loan notes issued by
Methanox
Limited (‘Methanox’), a
start
-
up
company incorporated in the United Kingdom. Methanox
, founded by materials and emissions scientists, is developing palladium dual catalytic
converters for natural gas
-
powered ships
’
methane emissions
.
Th
e Group
has, upon the achievement of
certain milestones,
invest
ed
in t
wo
equal
tranches of convertible loan notes of GBP
0.5 million
, with
a 5% coupon.
The Group may, subject to Methanox achieving certain milestones, invest in another tranche of convertible loan notes of
GBP0.5 million. The Group has strong negative control protections while holding the convertible loan notes as well as the right to appoint one
of five directors to the Methanox
board. Consequently the Group believes that it has significant influence over the financial and operational
decisions of Methanox and as such has accounted for the investment as an investment in associate
with a 20.0% share
.
The Group’s interest in the summarised financial statements of
Methanox
is as follows:

| 2025
| US$’000
Loss for the period | (472)
Non-current assets | 183
Current assets | 734
Current liabilities | (55)
Equity and reserves | 862

Judgements and estimates:
significant
influence
T
he assessment of whether there is significant influence and hence an equity
-
accounted investment may involve judgement. These judgements
typically include the extent of representation on the board of directors, other involvement in the company such as tech
nical committee or similar
forums, any other contractual arrangements as well as the effective influence that the particular shareholding interest provi
des. A different
conclusion could have a significant impact on the measurement, presentation and disclos
ure of the particular investment
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
66
18.
FINANCIAL
ASSETS
Accounting policy
Measurement: Financial assets at amortised cost
Financial assets at amortised cost are initially recognised at fair value, and subsequently carried at amortised cost less an
y
allowance for
impairment.
Measurement: Financial assets at fair value through profit or loss
Financial assets carried at fair value through profit or loss are initially recorded at fair value and transaction costs are
expensed in the
statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets held at fair
value through profit or loss are included in the statement of profit or loss in the period in which they arise.
Derecognition: Financial assets
The Group derecognises financial assets only when the contractual rights to cash flows from the financial assets expire, or w
hen it transfers
the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition
are generally recognised in the statement of profit or loss
.
Hedge accounting
The Group does not apply hedge accounting.
Accounting policy:
i
mpairment
Financial asset at amortised cost
Impairment requirements are based on expected credit losses (expected credit loss model). Expected credit losses (‘ECLs’) are
an estimate
of credit losses over the life of a financial instrument and are recognised as a loss allowance or provision. The amount of ECLs to be
recognised depends on the extent of credit deterioration since initial recognition.
The Group applies the expected credit loss model to all debt instruments classified as measured at amortised cost including l
ease receivables
and contract assets.
The Group considers both approaches: the general approach and the simplified approach. For trade receivables (not subject to
provisional
pricing) due in less than 12 months, the group applies the simplified approach in calculating ECLs. Therefore, the Group does not track
changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. The Group
considers its historical credit loss experience, adjusted for forward looking factors that could indicate impairments taking into account the
specific debtors and the economic environment.
The general approach requires the assessment of financial assets to be split into 3 stages:
Stage 1: no significant deterioration in credit quality. This identifies financial assets as having a low credit risk, and th
e asset is considered to
be performing as anticipated. At this stage, a
12
-
month
expected credit loss assessment is required.
Stage 2: significant deterioration in credit quality of the financial asset but no indication of a credit loss event. This st
age identifies assets as
under
-
performing. Lifetime expected credit losses are required to be assessed.
Stage 3: clear and objective evidence of impairment is present. This stage identifies assets as non
-
performing financial instruments. Lifetime
expected credit losses are required to be assessed
.
Once a default has occurred, it is considered a deterioration of credit risk and therefore an increase in the credit risk.
The Group considers a wide variety of indicators when assessing the increase in credit risk as well as the probability of the
default happening
for impairment purposes. Some indicators considered include: significant changes in the expected performance and behaviour of the debtor;
past due information; significant changes in external market indicators including market information related to the debtor, existing or forecast
adverse changes in business, financial or economic conditions; an actual or expected significant adverse change in the regulatory, economic,
or technological environment; actual or expected significant internal credit rating downgrade or decrease; actual or expected significant
change in the operating results of the debtor.
The expected credit loss value is determined as the estimated cash shortfall that would be incurred, multiplied by the probab
ility of the default
occurring
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
67
18.
FINANCIAL ASSETS
(continued)

|  | 202 5 | 20 2 4
| Fair value |  |
Non-current assets | h ierarchy (note 34) | US$’000 | US$’000
Financial assets |  |  |
Investments in money markets, current accounts, cash funds and income funds | Level 2 | 8 421 | 7 485
PGM commodity hedging derivative (refer to note 27) | Level 2 | - | 14
Restricted bank deposit |  | 1 893 | 2 062
|  | 10 314 | 9 561
Current assets |  |  |
Financial assets |  |  |
Forward exchange contracts | Level 2 | 146 | 366
Investments in equity instruments | Level 1 | 145 | 80
Restricted bank deposit |  | 158 | 3 938
|  | 449 | 4 384

The carrying amounts of other non
-
current and current assets carried at amortised cost approximate their fair value.
Investments in money markets, current accounts, cash fun
ds and income funds
Investment in money market and current accounts totalling US$
7.5
million (202
4
: US$
6.6
million) is managed by Centriq Insurance Company
Limited (‘Centriq’). The investment serves as security for the guarantee issued by Centriq to the Department of Mineral Resources for the
rehabilitation provision. The guarantee issued by Centriq has a fixe
d cover period from 1 December 2017 to 31 December 2030.
Investment in cash funds and income funds of US$0.9 million (202
4
: US$0.
9
million) is managed by Stanlib Collective Investments. The
investment is ceded to Lombard Insurance Group (‘Lombard’) against a US$0.7 million (ZAR12.0 million) (2024: US$0.7 million
(ZAR12.0 million)) guarantee issued by Lombard on behalf of Arxo Logistics Proprietary Limited to Transnet Freight Rail, a division of Transnet
SOC Limited. These investments are separately administered and the Group’s right of access to these fun
ds is re
stricted.
The investments in cash funds and income funds are held at fair value through profit or loss. The underlying investments are
in money market
and other funds and the fair value has been determined by reference to their quoted prices.
Restricted bank deposit
The balance represents a debt reserve account held at Absa Bank Limited and serves as security as required by the commodity o
ff
-
take
financing (refer to note 26). The balance represents cash in the name of Tharisa Minerals Proprietary Limited. Tharisa Minerals Proprietary
Limited is unable to utilise the funds on demand due to access restrictions placed by lenders in accessing the account, which is only allowed
if certain criteria within the commodity off-take financing agreement are satisfied. The balance is equal to approximately three months’
instalments in terms of the commodity off-take financing with the required balance to be maintained dependent on the debt profile. The current
balance became available on 15 October 202
5
.
Forward exchange contracts
–
fair value through profit or loss
The Group entered into a number of forward exchange contracts to hedge certain aspects of the foreign exchange risk associate
d with the
conversion of the US$ to the ZAR. At 30 September 2025 the net exposure of these contracts was US$15.9 million (2024: US$20.0 million)
with various expiries no later than 21 October 2025 (2024: no later than 15 October 2024). The forward exchange contracts were mark-to-
market by using applicable closing exchange rates at 30 September 202
5
(2023: 30 September 202
4
).
Investments in equity instruments
–
fair value through profit or loss
Investments at fair value through profit or loss are valued based on quoted market prices at the end of the reporting period
without any
deduction for transaction costs. The investment represents shares in the Bank of Cyprus Public Co Limited.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
68
19.
DEFERRED TAX

| 20 2 5 | 20 2 4
| US$’000 | US$’000
Deferred tax assets | 2 137 | 2 369
Deferred tax liabilities | (13 9 583) | (134 692)
Net deferred tax liability | (13 7 446) | (132 323)
Deferred tax assets |  |
Property, plant and equipment | (150) | (112)
Tax losses not utilised | 121 | 216
Provisions and a ccrued leave | 593 | 550
Share-based payments | 1 564 | 1 710
Dividend withholding tax | 3 | (7)
Other | 6 | 12
| 2 137 | 2 369
Deferred tax liabilities |  |
Property, plant and equipment | (140 8 03) | (136 205)
Inventory | 820 | 1 701
Provisions and accrued leave | 11 30 4 | 7 577
Share-based payments | 146 | 329
Unrealised fair value of PGM commodity hedges | 1 1 91 | -
Dividend withholding tax | (683) | (211)
D ividend withholding ta x - unremitted distributable reserves of foreign subsidiaries | (10 699) | (7 325)
Exchange losses | (153) | (33)
Other | (706) | (525)
| (13 9 583) | (134 692)
Reconciliation of deferred tax liability |  |
Balance at the beginning of the year | (132 323) | (108 336)
Temporary differences recognised in profit or loss in relation to: |  |
Capital allowances on property, plant and equipment | (4 449) | (13 696)
Provisions and accrued leave | 2 75 2 | 1 423
Tax losses utilised/available for future set off against profits | (118) | (304)
Currency losses | (114) | (253)
Inventory | (882) | (1 029)
Share-based payments | (247) | 991
Unrealised fair value of PGM commodity hedges | 1 131 | -
Dividend withholding tax | (47 2) | (52)
D ividend withholding ta x - unremitted distributable reserves of foreign subsidiaries | (3 371) | (3 182)
Other | 6 32 | 253
| (5 138) | (15 849)
Exchange differences | 15 | (8 138)
Balance at the end of the year | (13 7 446) | (132 323)
Amounts recognised in: |  |
Profit and loss (refer to note 12) | (2 983) | (15 849)

Deferred tax assets and deferred tax liabilities are not offset unless the Group has a legally enforceable right to offset su
ch assets and liabilities.
All of the above amounts have used the currently enacted income taxation rates of the respective tax jurisdictions the Group
operates in.
South African taxation losses normally expire within 12-months of the respective entities not trading. The deductible temporary timing
differences do not expire under current taxation legislation. Deferred tax assets have only been recognised in terms of these items when it is
probable that taxable profit will
be available in the immediate future against which the respect
ive entities can utilise the benefits.
Deferred tax assets were recognised for MetQ Proprietary Limited (US$0.1 million) (2024: US$0.2 million) and Arxo Finance plc
(US$0.1
million) (2024: US$0.1 million) resulting from generated tax losses to
be utilised against future taxable income
.
The estimates used to assess the recoverability of recognised deferred tax assets include a forecast of the future taxable in
come and future
cash flow projections.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
69
20.
INVENTORIES
Accounting policy
Inventories comprising PGM and chrome concentrates, ore stockpiled, in
-
process metal contained in ore and consumable items are measured
at the lower of cost and net realisable value. The cost is determined using the weighted average method and includes direct mining expenditure
and an appropriate portion of overhead expenditure. Net realisable value is the estimated selling price in the ordinary course of business, less
the estimated costs of completion and costs to sell. Obsolete, redundant and slow-moving inventories are identified and written down to net
realisable value.

| 202 5 | 20 2 4
| US$’000 | US$’000
Finished products | 21 5 84 | 39 509
Ore stockpile | 23 14 2 | 17 370
Consumables | 26 632 | 25 334
| 71 3 58 | 82 213
(Net realisable value write down)/r eversal of net realisable value write down | (1 50 6) | 141
Total carrying amount | 69 8 52 | 82 354

Low
-
grade chrome concentrates to the value of US$1.
1
million (2024: US$1.0
million) are carried at the realisable value after a net realisable
write down of US$1 thousand (2024: write down reversal of US$0.2 million). The net realisable write down was allocated to the chrome
segment
(2024: chrome s
e
gment)
.
Certain PGM finished products, which previously were provided for in full, were reprocessed to an acceptable saleable conditi
on during the
year ended 30 September 2025. This resulted in a reversal of a write down previously recognised of US$0.3 million (2024: write down of
US$0
.6
million). The
provision w
as
allocated to the PGM segment
(2024: PGM segment)
.
C
ertain consumables and spares were provided for during the year ended 30 September 202
5
as their operational use became
doubtful. The
provision to the value of US$
1
.
8
million is allocated 45.0% and 55.0% to the PGM and chrome
operating segments respectively
.
Certain consumables and spares, which were provided for in full during previous periods, were reused in the operational proce
ss during the
year ended 30 September 2024. This resulted in a reversal of US$0.5 million. The reversal was allocated 32.0% and 68.0% to the PGM
and chrome operating segments respectively.
Judgement and estimates: net realisable value and measurement of inventories
Net realisable value tests are performed at least
quarterly
based on the estimated future sales price of the products based on prevailing metal
prices, less estimated costs to complete production and bring the product to sale. The nature of the net realisable value test inherently limits
the ability to precisely m
onitor recoverability levels and may result in additional write
-
downs of inventories in future periods.
The prevailing PGM basket price and chrome concentrate prices as at 30 September 20
25
were used as estimated selling prices less forecast
selling costs to determine the net realisable value of the Group’s inventories. At 30 September 2025, except for certain PGM finished products
and low
-
grade chrome concentrates,
the calculated net realisable values exceeded the cost of inventories.
Below are the prices and exchange rate used to determine the net realisable value of inventories:

|  | 202 5 | 20 24
PGM contained metal basket price | US$/oz | 2 022 | 1 420
Metallurgical chrome concentrate | US$/tonne | 271 | 279
US$: ZAR exchange rate |  | 17.44 | 17.27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
70
21.
TRADE AND OTHER RECEIVABLES
Accounting policy
Trade and other receivables, excluding
the PGM receivable
, prepayments
,
deposits and
value added tax, are non
-
derivative financial assets
categorised as financial assets measured at amortised cost.
These non
-
derivative financial assets are initially recognised at fair value and subsequently carried at amortised cost less allowance
for
impairment. Estimates made for impairment are based on a review of all outstanding amounts at year end in line with the impairment policy
described in note 1
8
. Irrecoverable amounts are written off during the period in which they are identified.
The Group entered into offtake agreements in terms of which the concentrate of the PGMs is treated by the offtake parties.
The PGM receivable
is measured at fair value through profit or loss from the date of recognition up to date of settlement, as it fails the IFRS 9 amortised cost
requirement of cash flows representing solely payment of principal and interest.
The fair value changes due to non
-
market variability (that is, changes based on quantity and quality of the contained metal) are considered to
be variable consideration within the scope of IFRS 15 as the Group's right to consideration is contingent upon the physical attributes of the
contained metal. Therefore, the variable consideration is considered to be constrained. At each subsequent reporting date the receivable is
restated to reflect the fair value movements (market variability) in the pricing mechanism which are recognised in revenue. Foreign exchange
movements subsequent to the recognition of a sale are recognised as a foreign exchange gain or loss in profit or loss.

| 202 5 | 20 2 4
| US$’000 | US$’000
Trade receivables | 14 1 7 3 | 26 020
PGM receivables | 66 943 | 34 615
Total trade receivables | 81 1 1 6 | 60 635
Other receivables – related parties (note 3 5) | 69 | 375
P repayments and deposits | 6 0 50 | 8 336
Accrued income | 547 | 6 392
Royalty receivable (note 25) | 13 631 | -
Value added tax (VAT) receivable | 26 527 | 16 510
| 1 27 940 | 92 248
Expected credit loss allowance reversed /(raised) | 9 | (54)
| 1 27 949 | 92 194

The fair value of trade and other receivables measured at amortised cost approximate the carrying amount due to the short
-
term maturity. The
fair value of the PGM receivables was determined
based
on ruling quoted
commodity
market prices and exchange rates
(note 34)
.
Trade and other receivables of the Group are expected to be recoverable within one year from each reporting date. Trade recei
vables are
unsecured, non-interest bearing and payment terms vary from 0 to 120 days (30 September 2024: 0 to 120 days). During the year ended
30
September 2025, the Group reversed a previously recognised credit loss allowance against a customer which settled its account
in full.
During the year ended 30
September 2024, the Group raised an expected credit loss allowance of US$0.1 million against customers specific
to the sale of unused and scrap metal. The expected credit loss allowance related to other income and was not allocated
to a segment.
No impairment
of trade receivables was recognised
due to their insignificant exposure to credit risk
during the years ended 30 September
202
5
and 30
September 202
4
.

The table below summarises the maturity profile of trade receivables: | 202 5 | 20 24
| US$’000 | US$’000
Current | 80 7 5 0 | 60 055
Between current and 90 days | 151 | 86
Greater than 90 days | 215 | 440
| 81 1 1 6 | 60 581
The credit exposure of trade receivables by country is as follows: |  |
South Africa | 70 9 5 4 | 41 634
China | 8 967 | 15 613
Hong Kong | 52 | 2 843
Singapore | 1 014 | 91
Other countries | 129 | 400
| 81 1 1 6 | 60 581

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
71
21.
TRADE AND OTHER RECEIVABLES
(continued)

| 202 5 | 20 24
| US$’000 | US$’000
The foreign currency balances, translated to US$ included in trade receivables were as follows: |  |
ZAR | 4 835 | 7 081
US$ | 76 281 | 53 500
| 81 116 | 60 581

Diesel rebates
At 30 September 2025, the Group had certain unresolved tax matters. Included in trade and other receivables is an amount of U
S$4.8
million
(ZAR82.3 million) (2024: US4.8 million (ZAR82.3 million)) which relates to diesel rebates receivable from the South African Revenue Service
(‘SARS’) in respect of the mining operations. SARS rejected diesel claims relating to the period from September 2011 to February 2018. The
Group submitted its responding affidavit and the necessary affidavits to have the matter set down for hearing at the High Court. SARS filed
their heads of argument on 12 August 2025 and the hearing on the application for referral to trial has been set down for 26 January 2026. The
Group believes that it remains probable that the amounts will be rec
overed.
Judgements and estimates: expected credit losses (‘ECL’)
The Group applies a simplified approach to measure the loss allowance for trade receivables classified at amortised cost, usi
ng the lifetime
expected loss provision. The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default
experience and credit rating if available, adjusted as appropriate for current observable data.
The customer base of the Group consists of a limited number of premium customers of high credit quality and no historical def
aults, with
relationships that have been established over many years. The sale of products typically is of a high quantity and consequently high value.
The Group’s policy and preference is to sell products in large quantities to only established premium customers. The Group believes that this
policy reduces the overall group credit risk.
PGM concentrate is sold in terms of off
-
take agreements
to a limited number of clients
. The following entity
-
specific observable data
was
considered for each of the PGM customers:
•
An assessment of the accessibility and transparency of the business relationship with the customer, with specific reference t
o how
differences (if any) in assayed results had been resolved and whether any requests to amend contractual terms had been receiv
ed;
•
The payment history and history of credit limits granted;
•
A general assessment of the bi
-
annual financial statements with specific reference to cash flow information, servicing of outstanding
debt and outstanding commitments;
•
A general review of the quarterly production and operational information; and
•
An assessment of the reputation of the customer across the mining industry.
The majority of chrome concentrates are exported from South Africa.
F
or export chrome concentrate transactions, payment terms vary from
30 days to 90 days, however, the Group obtains letters of credit from reputable financial institutions before shipment occurs. The Group only
accepts letters of credit from financial institutions that are approved by the Group’s financiers. Before entering into an export chrome
concentrate sale agreement, the Group ensures that the customer/potential customer is able to provide a letter of credit from such an
acceptable financial institution
.
22.
CONTRACT ASSETS
Accounting policy
Contract assets
are non
-
derivative financial assets categorised as
other
financial assets
recognised and
measured at
the amount of
consideration the Group is contractually entitled to in exchange for the transfer of goods and services. Timing of revenue recognition may
differ from the timing of invoicing to customers. The Group records a contract asset in the statement of financial position, when goods or
services have been transferred to a customer before the customer pays the consideration or before payment is due.

| 202 5 | 20 24
| US$’000 | US$’000
Freight services | 1 246 | 507

The balance represents prepaid freight costs
and will be recognised in cost of sales upon completion of the performance obligations
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
72
23.
CASH AND CASH EQUIVALENTS
Accounting policy
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and
short
-
term,
highly liquid investments held for the purpose of meeting short-term cash commitments that are readily convertible into known amounts of
cash and which are subject to insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash
equivalents are stated at amortised cost less any expected credit losses.

| 202 5 | 20 24
| US$’000 | US$’000
Bank balances | 61 340 | 67 671
Short - term bank deposits and money market investments | 111 706 | 150 004
| 173 046 | 217 675
The credit exposure by country is as follows: |  |
South Africa | 121 942 | 105 246
Hong Kong | 5 059 | 70 376
Mauritius | 399 | 401
United Kingdom | 760 | 608
Ireland | 20 326 | 11 396
Zimbabwe | 5 469 | 12 498
Cyprus | 19 084 | 17 144
Other countries | 7 | 6
| 173 046 | 217 675
The credit exposure by credit ratings of financial institutions are as follows: |  |
AAA | - | 16 704
AA+ | 14 022 | -
A+ | 25 692 | 71 877
A | 10 206 | 28 769
BB+ | - | 17 144
BB- | 9 9 788 | 77 450
BBB- | 19 084 | -
A-B (ZW) | 4 25 4 | 5 731
| 173 046 | 217 675

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short
-
term deposits are generally call deposit accounts and
earn interest at the respective short
-
term deposit rates.
The amounts reflected approximate fair value.
At 30 September 202
5
, an
amount
of US$2.2 million
(202
4
: US$2.
2
million) was provided as security
for a bank guarantee issued in favour of
a trade creditor of a subsidiary of the Group and US$0.3 million (2024: US$0.3 million) was provided as security against certain credit facilities
of the Group.
24.
SHARE CAPITAL AND RESERVES
Accounting policy
: share capital
The share capital is stated at nominal value. The difference between the fair value of the consideration received by the Comp
any and the
nominal value of the share capital being issued is taken to the share premium account. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity, net of any tax effects.
When share options are exercised
in terms of the Tharisa Share Award Plan
, the Company issues new shares or issues shares from treasury
shares
held
. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium.
Accounting policy: treasury shares
The cost of
the re
purchase
of
the Company’s
own shares is deducted from equity. Where they are purchased, issued to employees or sold,
no gain or loss is recognised in the consolidated statement of income. Such gains and losses are recognised directly in equit
y.
Accounting policy: non
-
controlling interest
Non
-
controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the date of the
acquisition.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control, are accounted for as equity t
ransactions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
73
24.
SHARE CAPITAL AND RESERVES
(continued)

| 202 5 | 20 24
| Number of | Number of
Share capital | Shares | Shares
Authorised – ordinary shares of US$0.001 each | 10 000 000 000 | 10 000 000 000
Authorised – convertible redeemable preference shares |  |
of US$1 each | 1 051 | 1 051
Issued o rdinary shares |  |
Balance at the beginning and end of the year | 302 596 743 | 302 596 743
Treasury shares |  |
Balance at the beginning of the year | 7 392 352 | 2 577 049
Transferred as part of management share award plans | (2 041 463) | (21 615)
Shares repurchased | 3 070 651 | 4 836 918
Balance at the end of the year | 8 421 540 | 7 392 352
Issued and fully paid ordinary shares | 294 175 203 | 295 204 391

Share capital
No shares were issued during the years ended 30 September 202
5
and 30 September 202
4
.
All shares rank equally with regard to the
Company’s residual assets. The holders of ordinary shares, other than treasury shares, are entitled to receive dividends as declared from time
to time and are entitled to one vote per share at meetings of the Comp
any.
During the year ended 30 September 202
5
,
3
070 651
(2024: 4
836
918)
ordinary shares were repurchased while 2
041 463 (2024: 21
615)
ordinary shares were transferred from treasury shares to satisfy the vesting/exercise of Conditional Awards by the participants of the Tharisa
Share Award Plan.
At 30
September 2025, 8
421 540 (2024:
7
392 352
) ordinary shares were held in treasury.
Share premium
The share premium represents the excess of the issue price of ordinary shares over their nominal value, to the extent that it
is registered at
the Registrar of Companies in Cyprus, less share issue costs. The share premium is not distributable for dividend purposes. The increase in
the share premium account during the years ended 30 September 2025 and 30 September 2024 relates to the allotment of ordinary shares to
satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participant
s of the Tharisa Share Award Plan.
Other reserve
The other reserve represents a historic ordinary share issue by the Company to parties external to the Group in exchange for
preference
shares in Tharisa Minerals. The ordinary shares were issued at a price reflective of the fair value of the preference shares less share issue
costs, which was in excess of the nominal value of the ordinary shares, but the excess was not registered as share premium at the Registrar
of Companies in Cyprus, thus presented and disclosed separately from share premium. The other reserve is not distributable for dividend
purposes.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the finan
cial statements of
foreign operations with a functional currency other than US$ and foreign currency differences relating to translation of intergroup loans and
funding arrangements which are considered to be part of the Company’s net investment in a foreign operation.
Retained earnings
The retained earnings include the accumulated retained profits and losses of the
Group (2025: US$567.7 million
(202
4
: US$4
99.3
million) and
the share
-
based payment
reserve (202
5
: US$
4.8
million (202
4
:
US$
7.1
million)). Retained earnings are distributable for dividend purposes.
In addition, capital management objectives included the group’s ability to continue as a going concern, in order to provide r
eturns for
shareholders and benefits to other stakeholders while maintaining an optimal capital structure to reduce the cost of capital.
The
G
roup manages its capital structure (which consists of equity) and makes adjustments to it, in light of changes in economic co
nditions
.
No changes were made in the objectives, policies or processes during the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
74
24.
SHARE CAPITAL AND RESERVES
(continued)
Non
-
controlling interests
Non
-
controlling interests at 30 September 202
5
and 30 September 202
4
comprise amounts attributable to the Government of Zimbabwe for
its 15.00% share in Karo Platinum (Private) Limited as well as amounts attributable to the Leto Settlement for its 21.83% (2024: 23.78%) share
in Karo Mining Holdings plc.
The non
-
controlling interest share of total comprehensive income for the year amounts to
a profit of US$1.7 million (loss
of US$0.3 million
)
(
202
4
:
loss of
US$
0.3
million).
Increase in shareholding in Karo Mining Holdings plc (‘Karo Mining’)
During the year ended 30 September 202
5
, Karo Mining issued an additional
5 082
new ordinary shares for a cash subscription of
US$36.5 million to the Company. The additional shares issued represented 1.95% of the issued share capital of Karo Mining which increased
the Company’s shareholding to 7
8
.
17
%. The non
-
controlling shareholders did not subscribe
for
additional shares.
During the year ended 30 September 202
4
, Karo Mining issued an additional 2 784 new ordinary shares for a cash subscription of
US$20.0 million to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which increased
the Company’s shareholding to
76.22%. The non
-
controlling shareholders did not subscribe
for
additional shares.

| 202 5 | 202 4
| US$’000 | US$’000
Consideration for additional new shares issued by Karo Mining | - | -
Reduction in non-controlling interest | (2 916) | (1 726)
Increase to equity attributable to ordinary shareholders | 2 916 | 1 726

25.
PROVISIONS
Accounting policy
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events where it i
s probable that
an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the
obligation can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability.
Long
-
term environmental obligations are based on the Group
’
s environmental management plans, in compliance with the current
environmental and regulatory requirements.
Where it is not p
robable
that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
Rehabilitation costs
The net present value of estimated future costs for mine closure and rehabilitation is recognised and provided for in the con
solidated financial
statements and capitalised within mining assets on initial recognition. Rehabilitation will generally occur on closure or after closure of a mine.
Initial recognition of the provision is at the time that the disturbance occurs and thereafter as and when additional disturb
ances take place.
The estimates are reviewed bi
-
annually to take into account the effects of inflation and changes in estimates and are discounted using rates
that reflect the time value of money. Bi-annual increases in the provision due to the passage of time are recognised in profit or loss as an
unwinding of the value of the provision expense. The present value of additional disturbances and changes in the estimate of the rehabilitation
liability is recognised in mining assets as a direct cost against an increase in the rehabilitation provision. The rehabilitation asset is depreciated
as per the Group’s accounting policy on depreciation. Rehabilitation projects undertaken, included in the estimates, are charged to the
provision as incurred.
Costs for restoration and rehabilitation which are created on an ongoing basis during production of inventories are provided
for at their net
present values and included as part of inventory costs. Environmental liabilities, other than rehabilitation costs, which relate to liabilities
arising from specific events, are recognised in the consolidated statement of financial position when they are known, probable and may be
reasonably estimated.
G
ains or losses from the expected disposal of assets are not taken
into account when determining the provision.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
75
25.
PROVISIONS
(continued)

| 202 5 | 202 4
Non - current | US$’000 | US$’000
Provision for rehabilitation | 32 767 | 23 362
Current |  |
Provision for disputed mining royalty | - | 56 827

Provision for rehabilitation
The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease. The provision has been ca
lculated based
on total estimated rehabilitation costs, discounted back to their present values. The pre-tax discount rates are adjusted annually and reflect
current market assessments. These costs are expected to be utilised mostly towards the end of the life of mine and associated infrastructure.
The provision for the Tharisa Mine is determined using commercial closure cost assessments and not the inflation adjusted Department of
Mineral Resources
and Petroleum
published rates.

|  | 20 25 |  |  | 20 24 |
|  | Decommis - | Total |  | Decommis - | Total
| Restoration | sioning | provision | Restoration | sioning | provision
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Opening balance | 17 757 | 5 605 | 23 362 | 14 606 | 4 729 | 19 335
Recognised in profit and loss | 3 750 | 338 | 4 088 | 183 | (119) | 64
Capitalised/(reversal) to mining |  |  |  |  |  |
assets and infrastructure | - | 2 614 | 2 614 | - | 82 | 82
Unwinding of discount (note 10) | 1 740 | 577 | 2 317 | 1 496 | 493 | 1 989
Exchange differences | 242 | 144 | 386 | 1 472 | 420 | 1 892
Closing balance | 23 489 | 9 278 | 32 767 | 17 757 | 5 605 | 23 362

The table below illustrates the movement in the provision as a result of mining operations and changes in variables.

|  |  | Changes in |  |
| Opening | Mining | variables/ | Exchange | Closing
| balance | operations | estimates | differences | Balance
30 September 202 5 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Provision for restoration | 17 757 | 2 935 | 2 555 | 242 | 23 489
Provision for decommissioning | 5 605 | 2 685 | 844 | 144 | 9 278
| 23 362 | 5 620 | 3 399 | 386 | 32 767
30 September 2024 |  |  |  |  |
Provision for restoration | 14 606 | 1 988 | (309) | 1 472 | 17 757
Provision for decommissioning | 4 729 | 585 | (129) | 420 | 5 605
| 19 335 | 2 573 | (438) | 1 892 | 23 362

The current estimated rehabilitation cost for the Tharisa Mine to be incurred taking escalation factors into account is US$
115.8
million
(ZAR2 000.5 million) (2024: US$91.3 million (ZAR1 576.9 million)). The estimate was calculated by an independent external expert. The
change is mainly due to the considerations of the closure objectives as set out in the Environmental Management Plan and what is most likely
to occur as these impacts are being reconsidered and the expected timing of performing this work which is driven to a large extent by the most
likely life of mine. The change is also impacted to a smaller extent by the changes in future inflation and discount rates.
The current estimated rehabilitation cost is projected to a future value based on a weighted average long
-
term inflation rate
of 6.
61
% (
202
4
:
6.42%). The net present value of the rehabilitation estimated future value is discounted based on a weighted average SWAP curve.
The
calculated interest rate was 10.33% (2024: 10.13%). An insurance
company has provided a guarantee to the Department of Mineral Resources
and Petroleum
to satisfy the legal requirements with respect to environmental rehabilitation and the Group has pledged as collateral its
investments in interest
-
bearing instruments to the insurance company to support this guarantee.
The provision for rehabilitation also includes the estimated rehabilitation cost for Karo Platinum (Private) Limited
(‘Karo Pla
t
inum’)
of
US$0.3 million and Salene Chrome Zimbabwe (Private) Limited (‘Salene’) of US$1.4 million.
The current estimated rehabilitation cost, taking
escalation factors into account, for Karo Platinum is US$0.3 million and for Salene US$0.6 million.
The current estimated rehabilitation cost is
projected to a future value based on a weighted average long-term inflation rate of 13.0%
. The net present value of the rehabilitation estimated
future value is discounted
using an
interest
rate
of
1
5
.
0
%
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
76
25.
PROVISIONS
(continued)
Judgement and estimates:
closure objectives as set out in the Environmental Management Plan
The Group’s mining and exploration activities are subject to extensive environmental laws and regulations. The Group has made
, and expects
to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.
Estimated future rehabilitation costs are based principally on legal and regulatory requirements. The approved Environmental Management
Programme (‘EMPr’) of Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’) commits the company to completely backfill the pit voids to
natural ground level and restore the pre-mining land potential, namely agricultural land with grazing and wilderness capabilities. Tharisa
Minerals has evaluated alternative mine closure strategies building on the establishment of a post-mining economy with socioeconomic
benefits. An amendment application has been submitted to the Department of Mineral Resources and Petroleum (‘DMR’) seeking its approval
for a backfill of the pit voids concurrent with mining only, also called in-pit dumping, which results in a partial void and associated pit lake which
is profiled and ‘made safe’ before rehabilitation of the surface with the residual waste rock stockpiles remaining on surface (‘pit-lake option’).
This application was supported by the necessary specialty studies. On 19 September 2023 the DMR advised that it had decided to refuse the
application. Tharisa Minerals has submitted an appeal of this decision in terms of the applicable regulations and is confident of a successful
ruling in its favour on the appeal. As there is uncertainty as to the successful outcome of the appeal, Tharisa Minerals has applied a probability
weighted factor in calculating the mine closure liability applying a 60% (2024: 60%) probability to the successful outcome of the appeal and
approval of the pit-lake option. In the alternative, Tharisa Minerals has applied a 30% (2024: 30%) probability to an alternative ‘make safe’
option with the partial backfilling of the pit whereby the walls of the pit will be profiled at 24 degrees on a stepped basis for each bench and,
with the passage of time, result in a pit-lake forming in the void. In view of the adverse record of decision by the DMR and notwithstanding
Tharisa Minerals’ expectation of a favourable ruling on the appeal, Tharisa Minerals has applied a 10% (2024: 10%) probability to the complete
backfill of the pit voids to natural ground level. The rehabilitation expense and provision has been accounted for on this basis. Tharisa Minerals
is confident of the successful outcome of the appeal in its engagement with the DMR, failing which it will proceed to challenge the decision
through the judicial system. It is not possible to determine and measure any additional requirements that may be required as the amended
EMPr is advanced through the various regulatory process, hence no provision has been made for any such potential additional r
equirements.
At 30 September 202
5
the Group performed
a sensitivity analysis by applying different weighted probabilities to the actual weighted probability
factor used in determining the provision for rehabilitation. A 57.5% probability was applied to the successful outcome of the appeal and approval
of the pit-lake option, a 27.5% probability used to an alternative ‘make safe’ option with the partial backfilling of the pit and a 15.0% probability
to the complete backfill of the pit voids to natural ground level. By using these probabilities, the provision for rehabilitation would increase by
US$
5.5
million (ZAR
95.2
million).

| 202 5 | 202 4
Provision for mining royalty | US$’000 | US$’000
Opening balance | 56 827 | 47 715
Raised during the year | 1 833 | 8 499
Reversed during the year | (67 310) | -
Payments made | (1 806) | (4 237)
Exchange differences | (3 175) | 4 850
Reclassified to trade and other receivables (note 21) | 13 631 | -
Closing balance | - | 56 827

The company objected to assessments issued by SARS imposing additional mining royalties in relation to the 2015 and 2017 year
s of
assessment totalling ZAR102.3 million (inclusive of penalties and interest). The matter under dispute relates to the PGM segment. SARS
increased the gross sales value of the PGM sales to the minimum specified condition (of 150 parts per million) as set out in the legislation by
adjusting the average PGM grade on a linear basis, but did not take into account any increase in associated costs required to bring the
concentrate to the minimum specified condition whether on a linear basis or otherwise.
For the financial year ended 30 September 2024 and
preceding
financial years, the company provided for a mining royalty based on the
principles of a linear adjustment to both sales and costs.
The company objected and appealed against these assessments challenging both the linear basis of grossing up the sales value
and
determining the additional costs which would be incurred in bringing the concentrate to the minimum specified standard.
The matter was heard in the Tax Court of South Africa and on 8
September 2025 the judge ruled in the company’s favour, setting aside the
assessments for the 2015 and 2017 years of assessment, and ordering SARS to redetermine the methodology used to calculate the company’s
gross sales and earnings before interest and tax (“EBIT”) (as both terms are defined in the Mineral and Petroleum Resources Royalty Act 28
of 2008 (“the Royalty Act”)), by taking into account the ‘operational realities on recoveries and related costs’ i.e. the grade recovery curve
applicable to the company. The principles arising from the judgement is applicable to those years under dispute, the 2016 year of assessment
and all subsequent years. SARS has the right to appeal the judgement.
SARS has noted an intention to appeal against the judgement and while the judgement requires SARS to redetermine the methodol
ogy used
to calculate the company’s gross sales and EBIT by applying the principle of the ‘grade recovery curve’ applicable to the company, uncertainty
exists as to the final basis of such redetermination.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
77
25.
PROVISIONS
(continued)
Provision for
mining
royalty
(continued)
While recognising these uncertainties, the company concluded that from the 2015 year of assessment to the year ended 30 Septe
mber 2025,
the mining royalty should be measured and recognised in accordance with the Tax Court judgement. Consequently the company recalculated
the estimated mining royalty and corresponding income tax charge from the 2015 year of assessment by applying the grade recovery curve
principle and determining the additional costs (both capital and operating) which would be required to be incurred in bringing the PGM
concentrate to the minimum specified standard.
As a consequence, for the financial years from 2015 to 2024 (
both years inclusive), the adjustment to the mining royalty of
US$67.3 million
has been aggregated and disclosed separately in the statement of profit or loss and other comprehensive income. The corresponding increase
in income tax amounted to
US$19.6 million
, while the provision for mining royalty (2024:
US$56.8 million) h
as been re
versed
in full
.
26.
BORROWINGS
Accounting policy: borrowings
Borrowings are non
-
derivative financial liabilities categorised as other financial liabilities. Borrowings are recognised initially at fair valu
e,
net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest rate method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Accounting policy: leases
The Group recognises a lease liability at the commencement date of the contract for all leases conveying the right to control
the use of
an
identified asset for a specified period. The commencement date is the date on which a lessor makes an underlying asset available for use
by the lessee.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement da
te, 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.
Short
-
term leases and leases of low
-
value assets:
The Group has elected not to recognise lease liabilities for short
-
term leases that
do not contain a purchase option and
have a lease term
of 12 months or less and leases of low
-
value assets such as computer equipment.

| 2025 | 20 24
Non-current | US$’000 | US$’000
Commodity off-take financing | 3 354 | 9 936
Term loan and revolving facilities | 8 704 | -
Bond–listed on the Victoria Falls Stock Exchange | - | 26 612
Asset backed facilit ies | 17 772 | 13 282
L ease liabilities | 1 526 | 536
| 31 356 | 50 366
Current |  |
Commodity off-take financing | 6 625 | 20 388
Term loan and revolving facilities | 14 662 | -
Bond–listed on the Victoria Falls Stock Exchange | 27 632 | 807
Asset backed facilit ies | 14 319 | 13 182
L ease liabilities | 752 | 734
Bank credit facilities | 10 000 | 20 706
| 73 990 | 55 817

The fair value of borrowings approximates its carrying amounts as the interest rates charged are variable and considered to b
e market related.
At 30 September 202
5
, the Group has unutilised borrowing facilities
available of US$
76.6
million (202
4
:
US$
84.6
million).
Commodity off
-
take financing
The commodity off
-
take financing consists of
a US$130 million, 42
-
month commodity off
-
take based facility with Société Générale and Absa
Bank Limited. The facility comprises a term loan of US$80 million and a revolving US$50 million facility, secured by commodity off-take
agreements, PGM commodity hedging derivative (note 27) and restricted bank deposit (note 18). Interest accrues at the Secured Overnight
Financing Rate (‘SOFR’) plus 360 basis points on the term loan and the SOFR plus 420 basis points on the revolving facility. The financing is
repayable over 42 months that commenced during October 2023. US$38.5 million of the revolving facility was undrawn as at 30 September
2025
(2024: US$50.0 million)
.
The balance outstanding at 30 September 202
5
amounted to US$
1
0.
0
million (202
4
: US$
30.3
million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
78
26.
BORROWINGS
(continued)
Term loan and revolving facilities
During the
year
ended 3
0
September
2025, the Group concluded a US$1
7
.
4
million (ZAR300.0 million) facility with the Bank of China
. The
facility comprises a term loan of US$8.7 million (ZAR150 million), a revolving US$5.8 million (ZAR100 million) facility and a forex trade facility
of US$2.9 million (ZAR50 million). Interest accrues at the South African JIBAR plus 220 basis points for both the term loan and revolving
facility. The term loan is repayable as a bullet payment on 9 December 2027 while 30% of the revolving facility is repayable quarterly, while
being available to be redrawn. At 30 September 2025, the term loan was drawn in full while US$3.2 million (ZAR55.4 million) from the revolving
facility was utilised.
Other than for a guarantee of the Company, the facilities are unsecured.
The South African financial market is progressing steadily toward the full adoption of the ZAR Overnight Index Average (‘ZARONIA’) as the
preferred benchmark rate, replacing the JIBAR. ZARONIA, which is based on actual overnight unsecured lending transactions, has been
published daily by the South African Reserve Bank since November 2023 and is considered more robust and transparent than JIBAR. The
transition plan is well underway, with new derivative contracts referencing ZARONIA already introduced in 2025. From March 2026, all new
financial instruments will be required to reference ZARONIA, and JIBAR is expected to cease publication by the end of 2026. For legacy
contracts, a Credit Adjustment Spread will be applied to ensure economic neutrality during the transition. Additionally, the Market Practitioners
Group is working on developing a forward-looking Term ZARONIA to provide cash-flow certainty for products such as loans and corporate
treasury instruments, with publication targeted for April 2026. This shift aligns South Africa with global best practices in benchmark reform and
is expected to enhance market integrity and reduce systemic risk. The Group does not expect the reform from the JIBAR to ZARONIA to have
a material effect on the results.
Bond
–
listed on the Victoria Falls Stock Exchange
Karo Mining Holdings plc (‘Karo Mining’) raised external funds of US$26.4 million through the issuance of a listed bond on th
e VFEX in
Zimbabwe. The bond has a 3-year maturity, has an annual coupon of 9.5% and is measured at amortised cost using the effective interest
rate. Interest payments will occur every 6-months. The Company has guaranteed the capital amount and interest payments relating to the
bond issue.
The fair value of the bond will typically be determined at its closing market value on the VFEX. However, during the
year
ended
3
0
September
202
5
, no trading
(2024: no trading)
occurred resulting in no available market value of the bond.
Refer to note 38.
Asset backed facilities
Asset
backed facilities comprise of the equipment loan facility, Atrafin loan, commercial asset finance and the revolving facility.
Equipment loan facility
The equipment loan facility represents funding for certain Caterpillar mining equipment, both replacement parts and new minin
g equipment,
from Caterpillar Financial Services Corporation. The total facility amounts to US$35 million (2024: US$35 million), bears interest rates between
the one-month SOFR plus 325 basis points and the one-month SOFR plus 350 basis points (2024: one-month SOFR plus 325 basis points
and one-month SOFR plus 350 basis points) and is repayable over 48 months from drawdown. The unutilised portion of the facility
(US$17.2 million) (2024: US$19.5 million) is available for drawdown until 28 February 2027. The acquired equipment serves as security for
the loan facility.
The equipment loan facility contains the following Group financial covenants:
• Net debt to tangible net worth not higher than 1.4 times;
• Net debt to EBITDA lower than 2.0 times; and
•
EBITDA to interest greater than 4.0 times.
At 30 September 2025 and 30 September 2024, the Group complied with all financial covenants.
Atrafin loan
The loan from Atrafin
LLC is for a total amount of US$3.7 million (2024: US$3.7 million), bears interest at the six
-
month SOFR plus 225 basis
points (2024: six-month SOFR plus 225 basis points) and is repayable in ten equal bi-annual instalments ending May 2026. The balance
outstanding at 30 September 2025 amounted to US$0.7
million (2024: US$1.5 million).
Commercial Asset Finance
The commercial asset finance facility with Absa Bank Limited is for US$8.7 million (ZAR150.0 million) (2024: US$8.7 million (
ZAR150 million)).
The balance outstanding at 30 September 2025 amounted to US$8.9 million (2024: US$4.9 million). The facility bears interest at the South
African Prime rate less 115 basis points and is repayable monthly in arrears over 48 months. The equipment acquired by utilising this facility
serves as security. As part of the commercial asset finance facility, Absa Bank Limited provided Tharisa Minerals Proprietary Limited with a
bank overdraft facility to the value of US$8.7 million (ZAR150.0 million). At 30 September 2025 and 30 September 2024, the overdraft facility
was available in full and included in the unutilised borrowing
facilities.
Revolving facility
The revolving facility with Wesbank Corporate Finance for a facility of US$7.2 million (ZAR125 million) (2024: US$7.2 million (ZAR125 million))
bears interest at the RSA prime rate less between 65 and 115 basis points and is repayable monthly in arrears between 36 and 48 months
from November 2022. The facility is for financing mining equipment and specifically includes drill rigs and excavators. Such equipment serves
as security for the facility.
The balance outstanding at 30 September 2025 amounted to US$4.7 million (2024: US$4.6 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
79
26.
BORROWINGS
(continued)
Bank credit facilities
The bank credit facilities relate to pre
-
and post
-
shipment finance and discounting of the letters of credit by the Group’s banks following
performance of the letter of credit conditions by the Group, which results in funds being received in advance of the normal payment date.
Interest on these facilities at the reporting date varied between the one-month SOFR plus 165 basis points and the three-month SOFR plus
285 basis points (2024: one-month SOFR plus 165 basis points and the one-month SOFR plus 305 basis points). Inventory serves as security
for credit facilities. The available bank credit facilities at 30 September 2025 amounted to US$50.0 million (2024: US$39.3 million). Bank credit
facilities are not included in unutlised borrowing facilities at 30 Sep
tember 2025.

| 202 5 | 20 24
L ease payments due: | US$’000 | US$’000
Within one year | 1 722 | 797
Two to five years | 916 | 570
| 2 638 | 1 367
Less future finance charges | (360) | 97
Present value of lease payments due | 2 278 | 1 270
Present value of lease payments due: |  |
Within one year | 1 526 | 734
Two to five years | 752 | 536
| 2 278 | 1 270

Lease liabilities
The Group entered into a number of lease arrangements for the renting of office buildings, premises, computer equipment, vehi
cles and mining
fleet. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that do not contain a purchase
option and that have a lease term of 12 months or less and leases of low-value assets such as computer equipment. Lease expenses of
US$0.2 million (2024: US$1.4 million) and US$0.1 million (2024: US$0.1 million) were included in cost of sales and other operating expenses
respectively for the year ended 30
September 202
5
.
The duration of leases relating to buildings and premises is for a period of five years, payments are
due at the beginning of the month escalating
annually on average by 8.0%. At 30 September 2025, the remaining term of these leases vary between one and four and a half years (2024:
one and three and a hal
f
years). These leases are secured by cash deposits varying from one to three times the monthly lease payments.
The duration of leases relating to the mining fleet and manufacturing equipment are for periods between twelve and forty
-
eight months (2024:
twelve and forty-eight months) and bear interest at interest rates between the South African prime interest rate and the South African prime
interest rate plus 375 basis points (2024: South African prime interest rate and South African prime interest rate plus 375 basis points). The
leases are secured by the mining fleet leased.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
80
26.
BORROWINGS
(continued)

|  |  |  | Bond – listed |  |  |
|  |  |  | on the |  |  |
|  | Term loan | Commodity | Victoria Falls |  |  |
| Asset backed | and revolving | off-take | Stock | Lease | Bank credit | Total
| facilities | facilities | financing | Exchange | liabilities | facilities | borrowings
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Balance 30 September 2024 | 26 464 | - | 30 324 | 27 419 | 1 270 | 20 706 | 106 183
Changes from financing cash flows |  |  |  |  |  |  |
Advances: bank credit facilities | - | - | - | - | - | 40 518 | 40 518
Repayment: bank credit facilities | - | - | - | - | - | (51 224) | (51 224)
Advances received | 21 113 | 67 690 | - | - | - | - | 88 803
Repayment of borrowings | (15 833) | (44 731) | (21 128) | - | - | - | (81 692)
Principal l ease payments | - | - | - | - | (786) | - | (786)
Repayment of interest | (2 323) | (1 614) | (1 749) | (2 549) | (121) | (67) | (8 423)
Changes from financing cash flows | 2 957 | 21 345 | (22 877) | (2 549) | (907) | (10 773) | (12 804)
Foreign currency translation differences | 242 | 1 047 | (922) | - | 29 | - | 396
Non-cash flow l iability-related changes |  |  |  |  |  |  |
Lease agreements entered into | - | - | - | - | 1 324 | - | 1 324
Re-measurement of lease liabilities | - | - | - | - | 443 | - | 443
Interest expense | 2 364 | 1 691 | 2 467 | 2 762 | 121 | 67 | 9 472
Revaluation of foreign denominated loan | 64 | (717) | 987 | - | (2) | - | 332
Total liability-related changes | 2 428 | 974 | 3 454 | 2 762 | 1 886 | 67 | 11 571
Balance at 30 September 202 5 | 32 091 | 23 366 | 9 979 | 27 632 | 2 278 | 10 000 | 105 346
Non-current borrowings | 17 772 | 8 704 | 3 354 | - | 1 526 | - | 31 356
Current borrowings | 14 319 | 14 662 | 6 625 | 27 632 | 752 | 10 000 | 73 990
Total borrowings | 32 091 | 23 366 | 9 979 | 27 632 | 2 278 | 10 000 | 105 346

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
26.
BORROWINGS
(continued)

|  |  | Bond – listed |  |  |
|  |  | on the |  |  |
|  | Commodity | Victoria Falls |  |  |
| Asset backed | off-take | Stock | Lease | Bank credit | Total
| facilities | financing | Exchange | liabilities | facilities | borrowings
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Balance 30 September 2023 | 32 084 | 77 703 | 27 157 | 2 712 | - | 139 656
Changes from financing cash flows |  |  |  |  |  |
Advances: bank credit facilities | - | - | - | - | 53 832 | 53 832
Repayment: bank credit facilities | - | - | - | - | (33 126) | (33 126)
Advances received | 7 069 | 20 286 | - | - | - | 27 355
Repayment of borrowings | (13 654) | (68 033) | - | - | - | (81 687)
Principal lease payments | - | - | - | (2 126) | - | (2 126)
Repayment of interest | (2 623) | (5 373) | (2 549) | (111) | (104) | (10 760)
Changes from financing cash flows | (9 208) | (53 120) | (2 549) | (2 237) | 20 602 | (46 512)
Foreign currency translation differences | 2 462 | 3 664 | - | 141 | - | 6 267
Non-cash flow liability-related changes |  |  |  |  |  |
Lease agreements entered into | - | - | - | 544 | - | 544
Re-measurement of lease liabilities | - | - | - | (9) | - | (9)
Interest expense | 2 675 | 6 073 | 2 811 | 111 | 104 | 11 774
Revaluation of foreign denominated |  |  |  |  |  |
loan | (1 549) | (3 996) | - | 8 | - | (5 537)
Total liability-related changes | 1 126 | 2 077 | 2 811 | 654 | 104 | 6 772
Balance at 30 September 2024 | 26 464 | 30 324 | 27 419 | 1 270 | 20 706 | 106 183
Non-current borrowings | 13 282 | 9 936 | 26 612 | 536 | - | 50 366
Current borrowings | 13 182 | 20 388 | 807 | 734 | 20 706 | 55 817
Total borrowings | 26 464 | 30 324 | 27 419 | 1 270 | 20 706 | 106 183

81
27.
OTHER FINANCIAL LIABILITIES
Accounting policy
Measurement: Financial liabilities at fair value through profit or loss
Financial liabilities carried at fair value through profit or loss are initially recorded at fair value and transaction costs
are expensed in the
statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial liabilities held at
fair value through profit or loss are included in the statement of profit or loss in the period in which they arise. Where management has
designated to recognise a financial liability at fair value through profit or loss, any changes associated with the Group’s own credit risk will be
recognised in other comprehensive income.
Derecognition: Financial liabilities
The Group derecognises financial liabilities only when its obligations under the financial liabilities are discharged, cancel
led or expired. The
difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-
cash assets transferred or liabilities assumed, is recognised in profit or loss.

|  | 202 5 | 20 2 4
| Fair value hierarchy |  |
Non-current liabilities | (note 34) | US$’000 | US$’000
PGM commodity hedging derivative | Level 2 | 86 | -
Cash-settled share - based payment liability | Level 3 | 1 633 | -
Deferred purchase consideration |  | 356 | -
|  | 2 075 | -
Current liabilities |  |  |
PGM commodity hedges derivative (note 18) | Level 2 | 4 326 | 40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
82
27.
OTHER FINANCIAL LIABILITIES
(continued)
PGM commodity hedging derivative
In terms of the commodity off
-
take
financing (note 2
6
), the lenders
require commodity price protection for capital repayment amounts against
commodity price volatility. The PGM commodity hedging derivative comprises of commodity hedges for a maximum 13-month rolling basis for
platinum and palladium. The Group enters into commodity hedges over sufficient of the production to match the capital repayment profile. The
total exposure at 30 September 2025 for contracts expiring between 1 October 2026 and 15 October 2026 (2024: 15 October 2025) was
US$0.7 million (2024: US$46.3 million). The commodity hedges were mark-to-market by using an applicable quoted closing commodity price
forward market curve
at 30 September 2025.
The total exposure at 30 September 2025 for contracts expiring no later than
30
September
202
6
(2024:
30
September
202
5
) was
US$8.8
million (2024: US$1.8 million) resulting in a liability of US$4.3 million (2024: US$40 thousand).
Cash
-
settled share
-
based payment liability
At each reporting date and vesting date, the cash-settled share-based payment liability for the cash payment relating to the 2024 Cash Award
is measured/remeasured at fair value. The fair value is determined by present valuing the share price at reporting date (30 September 2025)
less the expected dividends and by using the following inputs:

| 2024 Cash
| Award
Spot price | ZAR24.20
Exchange rate ZAR: US$ | 17.28
Dividend yield | 3.36%
Risk-free interest rate (swap yield curve) | 6.66%
Forfeiture assumption | 10.64%

Deferred purchase consideration
The balance represents a deferred purchase consideration for the acquisition of certain assets. The balance
bears interest at
the
prime rate,
is
compounded
monthly
and
repayable in full after a period of 60 months
from December 2024
.
28.
TRADE AND OTHER PAYABLES
Accounting policy
Trade and other payables, excluding payroll creditors
,
leave pay accruals
and value added tax payable
are non
-
derivative financial liabilities
categorised as other financial liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest
rate
method.
Provision is made for employee entitlement benefits accumulated as a result of employees rendering services up to the reporti
ng date.
Liabilities arising in respect of salaries, annual leave and other benefits due to be settled within 12 months of the reporting date are measured
at rates which are expected to be paid when the liability is settled.

| 202 5 | 20 24
| US$’000 | US$’000
Trade payables | 45 803 | 51 377
Accrued expenses | 37 637 | 45 413
Leave pay accrual | 6 850 | 6 620
Value added tax payable | 1 315 | 2 108
Other payables – related parties (note 3 5) | 103 | 112
Other payables | 72 | 102
| 91 780 | 105 732

T rade payables in foreign currency balances translated to US$ were as follows: |  |
US$ | 1 425 | 5 269
ZAR | 44 221 | 44 834
EUR | 123 | 1 270
Other | 34 | 4
| 45 803 | 51 377

-
The amounts above are
unsecured, non
-
interest bearing and
payable within one year from the reporting period. The amounts reflected above
approximate fair value
, due to the short
-
term thereof
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
83
29.
CONTRACT LIABILITIES
Accounting policy
Contract liabilities
are non
-
derivative financial liabilities categorised as other financial liabilities.
Contract liabilities
are recognised
when a
customer has paid the consideration or the payment is due from the customer before the entity has transferred all of the promised goods or
services in a contract. Timing of revenue recognition may differ from the timing of invoicing to customers. A contract liability is measured based
on the unearned revenue received (income received in advance) within a contract and is presented as a current liability in the statement of
financial position due to its short
-
term nature
.

| 202 5 | 20 24
| US$’000 | US$’000
Freight services | 1 246 | 507

The balance represents deferred revenue for which performance conditions still have to be satisfied.
30.
OPERATING
CASH FLOWS BEFORE CHANGES IN WORKING CAPITAL

| 2025 | 20 2 4
| US$’000 | US$’000
Profit for the year | 80 849 | 82 642
Adjustments for: |  |
Depreciation of property, plant and equipment (note 14) | 6 5 007 | 54 723
Amortisation of intangible assets (note 15) | 5 | 4
Profit on disposal of property, plant and equipment (note 14) | (164) | (57)
Net realisable value write down/(reversal) (note 20) | 1 50 6 | (141)
Write off of property, plant and equipment (note 14) | 3 081 | 1 942
Impairment of goodwill (note 15) | 152 | -
Internal generated intangible asset (note 15) | (1 839) | -
Expected credit loss allowance (reversal) /raised (note 2 1) | (9) | 54
Mining royalty reversal | (6 7 310) | -
S hare-based payments (note 8) | 3 011 | 4 388
Income from associate (note 17) | (30) |
Changes in fair value of financial assets at fair value through profit or loss (note 34) | (396) | (848)
Changes in fai r value of financial liabilities at fair value through profit or loss – unrealised |  |
(note 34) | 5 062 | 2 431
Net foreign exchange gain | (1 838) | (533)
Interest income (note 10) | (8 387) | (8 597)
Interest expense (note 10) | 9 926 | 11 878
Tax (note 12) | 36 720 | 35 037
Operating cash flows before changes in working capital | 1 2 5 346 | 182 923

31.
TAX PAID

| 202 5 | 20 24
| US$’000 | US$’000
Opening balance s |  |
Current taxation receivable | 6 859 | 1 851
Current taxation payable | (877) | (766)
Corporate income tax for the year (note 12) | (31 352) | (18 441)
Special contribution for defence in Cyprus (note 12) | (72) | (227)
Dividend withholding tax (note 12) | (140) | (520)
Withholding tax on interest | (18) | -
Tax refunds received | (64) | (10)
Interest receiv able | 110 | 8
Closing balance s |  |
Current taxation receivable | (1 789) | (6 859)
Current taxation payable | 13 110 | 877
Exchange differences on translation | (774) | 471
Tax paid | (15 007) | (23 616)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
84
32.
INTEREST
PAID

| 202 5 | 2024
| US$’000 | US$’000
Interest paid borrowings (note 2 6) | (8 423) | (10 767)
Interest paid South Africa Revenue Services | - | (84)
Other interest paid | (172) | (110)
Transaction costs paid | (33) | (810)
| (8 628) | (11 771)

33.
DIRECTORS INTEREST IN STATED CAPITAL

| 202 5 | 20 2 4
| % | %
LC Pouroulis | 0.51 | 0.42
P Pouroulis | 2.83 | 2.73
MG Jones | 0.22 | 0.24
C Bell | 0.02 | 0.02
Total | 3.58 | 3.41

Where a member of the Board of Directors holds no direct or indirect interest, the director is not reflected in the table abo
ve.
There has been no change in the Director’s interests in the share capital of the Company between the end of the financial yea
r and the date
of the approval of the consolidated financial statements.
34.
FINANCIAL RISK MANAGEMENT
Accounting policy: Financial instruments
-
classification
The Group classifies its financial instruments in the following categories:
• At fair value through profit or loss
•
At amortised cost
The Group determines the classification of financial assets at initial recognition. The classification of debt instruments is
driven by the Group’s
business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading
are classified at fair value through profit or loss, for other equity instruments, on the day of acquisition the Group can make an irrevocable
election (on an instrument-by-instrument basis) to designate them as at fair value through other comprehensive income. Financial liabilities
are measured at amortised cost, unless they are required to be measured at fair value through profit or loss (such as derivatives) or the Group
has designated to measure them at fair value thro
ugh profit or loss.
The following table presents the classification of the Group’s financial instruments:

Financial assets | Classification
Investments in money markets, current accounts, cash funds and income funds | Fair value through profit or loss
PGM commodity hedging derivative | Fair value through profit or loss
Investment in equity instruments | Fair value through profit or loss
Restricted bank deposit | Amortised cost
Trade and other receivables | Amortised cost
PGM receivables | Fair value through profit or loss
Forward exchange contracts | Fair value through profit or loss
Cash and cash equivalents | Amortised cost

Financial liabilities | Classification
Borrowings | Amortised cost
Cash-settled share-based payment liability | Fair value through profit or loss
PGM commodity hedging derivative | Fair value through profit or loss
Deferred purchase consideration | Amortised cost
Trade and other payables | Amortised cost

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
85
34.
FINANCIAL RISK MANAGEMENT
(continued)
In the ordinary course of business the Group is exposed to credit risk, liquidity risk, and market risk. This note presents i
nformation about the
Group's exposure to each of the aforementioned risks and its objectives, policies and processes for measuring and managing risks. Further
quantitative disclosures are included throughout this note.
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 Group, through its training and management standards and procedures, aims to develop a
disciplined and constructive control environment in which all employees understand their roles a
nd obligations.
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framewor
k.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to mee
t its contractual obligations
and arises principally from the Grou
p's trade and other receivables,
cash and cash equivalents and
other financial assets
.
Trade and other receivables
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, managem
ent also
considers the demographics of the Group's customer base, including the default risk of the industry and country, in which customers operate,
as these factors may have an influence on credit risk. In monitoring customer credit risk, management reviews on a regular basis the ageing
of trade and other receivables to obtain comfort that there are no past due amounts
without accep
table mitigating credit information available
.
The Group establishes an allowance for credit losses that represents its estimate of expected credit losses in respect of tra
de and other
receivables. The simplified approach has been applied to trade receivables and contract assets as permitted by IFRS 9, which requires
expected lifetime losses to be recognised from initial recognition of trade receivables and contract assets. The Group assesses, on a forward-
looking basis, the ECL, defined as the contractual cash flows and the cash flows that are expected to be received associated with its assets
at amortised cost
The main component of the allowance for credit losses (if applicable) is a specific loss component that relates to individual
ly significant
exposures. As at 30 September 2025 and 30 September 2024, none of the carrying amounts of trade receivables require the recognition of
an allowance for credit losses due to their insignificant exposure to credit risk. Receivables relate to customers for whom there was no recent
history of default and for whom n
o current observable adverse credit information is available
.
The allowance for credit losses in respect of trade and other receivables is used to record credit losses unless management i
s satisfied that
no recovery of the amount owing is possible and at that point the amount considered irrecoverable is written off against the financial asset
directly.
The most significant exposure of the Group to credit risk is represented by the carrying amount of trade receivables. The Boa
rd of Directors
performs regular ageing reviews of trade receivables to identify any doubtful balances. Based on the review performed for the reporting period,
the Board of Directors concluded that other than the allowance for credit losses raised against sundry customers (refer to note 21), no further
allowance for credit losses is required in respect of trade receivables due to their insignificant exposure to credit risk. 54.6% and 33.7% of the
trade receivables were due from the Group's largest customer as at 30 September 202
5
and 30
September
202
4
respectively
.
Investments in money markets, current accounts, cash funds and income funds
, restricted bank deposit and cash
The Group limits its exposures on cash and cash equivalents by dealing only with well
-
established financial institutions of
high
-
quality
credit
standing. The majority of the Group's cash resources were deposited with HSBC based in Hong Kong, Nedbank, Absa and Stanlib in South
Africa
.
The Group invests only in well
-
known reputable financial institutions.
The majority of the investment in
money markets, current accounts,
cash
funds
and income funds are kep
t
in cash at financial institutions of high credit quality standing.

| 20 2 5 | 20 2 4
The maximum exposure to credit risk at the reporting date of the consolidated financial statements was: | US$’000 | US$’000
Non-current f inancial assets | 10 314 | 9 561
Current financial assets | 449 | 4 384
Trade and other receivables | 114 318 | 92 194
Contract assets | 1 246 | 507
Cash and cash equivalents | 173 046 | 217 675
| 299 373 | 324 321

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
86
34.
FINANCIAL RISK MANAGEMENT (continued)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financia
l liabilities that are settled
by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation. At 30 September 2025 the Group had undrawn banking facilities of US$76.6 million
(ZAR
1
322.9
million) (202
4
: US$
84.6
million (ZAR
1
460.3
million)) available (note 2
6
).
Management is aware of the above risk. Liquidity risk is monitored on a regular basis and management is taking steps deemed n
ecessary in
an attempt to manage the corresponding risk. This excludes the potential impact of extreme circumstances that cannot reasonably be
predicted, such as natural disasters. In addition, financial risk management may not be possible for instances where weakened commodity
prices persist, forecast production not being achieved and further funding is not raised.
The following table presents the remaining contractual maturities of the Group's financial liabilities at the end of the repo
rting period, which are
based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates
current at the end of the reporting period) and the earliest date the Group can be required to pay:

|  | Contractual undiscounted cash flow |  |
|  |  | More than 2 |  |  |
| Within 1 year | More than 1 | years but |  |  |
| or on | year but less | less than 5 | More than 5 |  | Carrying
| demand | than 2 years | years | years | Total | amount
30 September 202 5 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Borrowings | 77 229 | 13 407 | 17 339 | - | 107 975 | 105 346
Deferred purchase consideration | - | - | 556 | - | 556 | 356
Trade and other payables | 91 780 | - | - | - | 91 780 | 91 780
| 169 009 | 13 407 | 17 895 | - | 200 311 | 197 482
30 September 20 24 |  |  |  |  |  |
Borrowings | 60 383 | 45 373 | 7 923 | - | 113 679 | 106 183
Trade and other payables | 51 591 | - | - | - | 51 591 | 51 591
| 111 974 | 45 373 | 7 923 | - | 165 270 | 157 774

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Gro
up's income and the
values of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Cu
rrency risk arises
when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's functional
currency.
The Group is exposed to currency risk on transactions that are denominated in a currency other than the respective functional
currency of the
Group entities. These currency risk exposures arise primarily from exchange rate movements in
US$ and
ZAR.
Management is aware of the above risk. Currency risk arising from currency fluctuations is monitored on a regular basis and m
anagement is
taking steps deemed necessary in managing the corresponding risk. These steps may include entering from time to time, into forward exchange
contracts within board
-
approval limits.
The following table details the Group's exposure at the end of each reporting period to currency risk arising from recognised
assets and
liabilities denominated in a currency other than the functional currency of the entity to which they relate. Exposures in US$ relate to recognized
assets and liabilities denominated in US$ of entities of the Group that have a functional currency other than US$. For presentation purposes,
the amounts of the exposure are shown in US$, translated using the spot rate at the reporting date. The spot rates used at the reporting date
against the US$ are a) US$:ZAR, 17.28 (2024: 17.27); b) US$:EUR, 0.85 (2024: 0.90) and c) US$:GBP, 0.74 (2024: 0.75). Differences resulting
from the translation of the financial statements of foreign
operations into the Group's presentation currency are excluded
.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
87
34.
FINANCIAL RISK MANAGEMENT (continued)
Market risk (continued)
Currency risk
The Group entered into a number of forward exchange contracts to hedge certain aspects of the foreign exchange risk associate
d to the
conversion of the US$ to the ZAR and the EUR against the ZAR. The net exposure of these contracts was US$9.6 million (2024:
US$48.1
million) with various expiries no later than 15
October
2026 (2024: no later than 15 October 2025
).
At the reporting date the Group's exposure to currency risk was as follows:

|  | 30 September 2025 |
Amounts in US$’000 | US$ | ZAR | € | CHF | GBP
Other financial assets | 2 051 | 627 | 145 | - | -
Trade and other receivables | 65 995 | 143 | 291 | - | 97
Current taxation | - | - | 15 | - | -
Cash and cash equivalents | 38 916 | 1 867 | 395 | - | 479
Borrowings | (41 029) | - | (360) | - | -
Current taxation | - | - | (499) | - | -
Trade and other payables | (180) | (833) | (1 161) | (92) | (190)
| 65 753 | 1 804 | (1 174) | (92) | 386

|  | 30 September 2024 |
| US$ | ZAR | € | AUD | GBP
Other financial assets | 6 000 | - | 80 | - | -
Trade and other receivables | 88 305 | 142 | 641 | 2 | 109
Current taxation | - | - | 229 | - | -
Cash and cash equivalents | 33 343 | 63 | 477 | - | 21
Borrowings | (49 205) | - | (17) | - | -
Current taxation | - | - | (393) | - | -
Trade and other payables | (3 842) | (3 897) | (2 486) | (102) | (292)
| 74 601 | (3 692) | (1 469) | (100) | (162)

A 10.0% strengthening of the US$ against the above currencies at the reporting date would have changed profits and equity by
the amounts
presented below. This analysis assumes that all other variables, and in particular interest rates, remain constant. The analysis has been
performed on the same basis for each reporting date.

| 202 5 | 20 24
| (Decrease)/ | (Decrease)/
| increase/ | increase
| in profit or loss | in profit or loss
| and equity | and equity
| US$’000 | US$’000
US$ | (16 423) | (8 289)
ZAR | (200) | 410
€ | 131 | 163
CHF | 10 | 11
GBP | (43) | 18

A 10.0% weakening of the US$ against the above currencies at each reporting date would have had an equal but opposite effect
to the
amounts shown above, on the basis that all other variables remain constant.
Commodity price risk
The market price of commodities has a significant effect on the results of operations of the Group and the ability of the Gro
up to pay dividends
and undertake capital expenditures. The PGM basket price and chrome concentrate prices have historically fluctuated widely and are affected
by numerous industry factors over which the Group does not have any control. The aggregate effect of these factors on the PGM basket price
and chrome concentrate prices
, all of which are beyond the control of the Group, is diff
icult for the Group to predict.
In terms of the commodity off
-
take
financing (note 26), the lenders
require commodity price protection for capital repayment amounts against
commodity price volatility. The PGM commodity hedging derivative comprises of commodity hedges for a maximum 13-month rolling basis for
platinum and palladium. The Group enters into commodity hedges over sufficient of the production to match the capital repayment profile.
Refer to note
27
for the commodity price hedging exposure at 30 September 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
88
34.
FINANCIAL RISK MANAGEMENT (continued)
Interest rate risk
Interest rate risk is the Group's exposure to movements in interest rates. It arises as a result of timing differences on the
repricing of assets
and liabilities. Management is aware of the above risk. Interest rate risk is monitored on a regular basis and management is taking steps
deemed necessary
managing
the corresponding risk. As at the reporting date, the interest rate profile of the Group was as follows:

|  |  | 202 5 | 20 24
| 202 5 | 20 24 | US$’000 | US$’000
Variable rate financial assets |  |  |  |
Investments in money markets, current |  |  |  |
accounts, cash funds and income funds | 8.05% - 8.15% | 3.8% - 9.4% | 8 421 | 7 485
Restricted bank deposit | 2.91% | 3.8% | 2 051 | 6 000
Cash and cash equivalents | 0% - 9.02% | 0% - 8.6% | 173 046 | 217 675
|  |  | 183 518 | 231 160
Variable rate financial liabilities |  |  |  |
Commodity off - take financing | SOFR plus 3.6% | SOFR plus 3.6% | 9 979 | 30 324
Term loan and revolving facilities | JIBAR plus 2.2% | - | 23 366 | -
Equipment loan facility | 1 - month SOFR plus | 1 - month SOFR plus |  |
| between 3.25% and | between 3.25% and |  |
| 3.5% | 3.5% | 17 734 | 15 463
Atrafin loan | 6 - month SOFR plus | 6 - month SOFR plus |  |
| 2.25% | 2.25% | 747 | 1 495
Absa commercial asset finance | RSA prime less 1.15% | RSA prime less 1.15% | 8 922 | 4 902
Wesbank revolving facility | RSA prime less | RSA prime less |  |
| between 0.65% and | between 0.65% and |  |
| 1.15% | 1.15% | 4 688 | 4 604
L ease liabilities | 5.9% - RSA prime + | 5.9% - RSA prime + |  |
| 3.75% | 3.75% | 2 278 | 1 270
Bank credit facilities | 1 - month SOFR plus | 1 - month SOFR plus |  |
| 1.65% and 3-month | 1.65% and 3-month |  |
| SOFR plus 2.85% | SOFR plus 2.85% | 10 000 | 20 706
|  |  | 77 714 | 78 764

A change of 100 basis points in interest rates at each reporting date would have changed profits and equity by the amounts pr
esented below.
This analysis assumes that all other variables, and in particular foreign currency rates, remain constant. The analysis has been performed on
the same basis for each reporting date.

| 202 5 | 20 24
| Increase/ | Increase/
| (decrease) in | (decrease) in
| profit or loss and | profit or loss
| equity | and equity
| US$’000 | US$’000
Investments in money markets, current accounts, cash funds and income funds | 638 | 515
Restricted bank deposit | 61 | 99
Cash and cash equivalents | 1 530 | 1 902
Term loan and revolving facilities | (114) | -
Commodity off - take financing | (215) | (300)
Equipment loan facility | (170) | (145)
Atrafin loan | (7) | (14)
Absa commercial asset finance | (85) | (46)
Wesbank revolving facility | (45) | (43)
L ease liabilities | (23) | (12)
Bank credit facilities | (10) | (14)
| 1 560 | 1 942

A decrease of 100 basis points in interest rates at each reporting date would have had an equal but opposite effect to the am
ounts shown
above, on the basis that all other variables remain constant.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
89
34.
FINANCIAL RISK MANAGEMENT (continued)
Capital management
The Group’s primary objective with regards to managing its capital is to ensure that there is sufficient capital available to
support the funding
requirements of the Group, including capital expenditure, in a way that: optimises the cost of capital; maximises shareholders’ returns; and
ensures that the Group remains in a sound financial position.
The Group manages and makes adjustments to the capital structure as and when borrowings mature or as and when funding is requ
ired.
Opportunities in the market are monitored closely to ensure that the most efficient funding solutions are implemented.
The Group monitors capital using the ratios of net debt to equity and net debt to earnings before interest, taxes, depreciation and amortisation
(EBITDA), but does not set absolute limits for th
ese
ratio
s (note 40)
.
Fair values
The Board of Directors considers that the fair values of significant financial assets and financial liabilities approximate t
heir carrying values at
each reporting date.
Financial instruments carried at fair value:
The following table presents the carrying values of financial instruments measured at fair value at the end of each reporting
period across the
three levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, with the fair value of each financial instrument categorised
in its entirety based on the lowest level of input that is significant to that fair value measurement.
The levels are defined as follows:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments (highest
level).
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation met
hodologies in which
all significant inputs are directly or indirectly based on observable market data.
Level 3: fair values measured using valuation methodologies in which any significant inputs are not based on observable marke
t data.

|  | Fair value |
| Fair value | 202 5 | 20 2 4 | Valuation technique
Financial instrument | level | US$’000 | US$’000 | a nd key inputs
Financial assets measured at fair value |  |  |  |
Investments in money markets, current | Level 2 | 8 421 | 7 485 | Quoted market price for similar
accounts, cash funds and income funds |  |  |  | instruments
PGM commodity hedging derivative | Level 2 | - | 14 | Quoted market metal prices
Forward exchange contracts | Level 2 | 146 | 366 | Quoted market closing exchange
|  |  |  | rates
Investments in equity instruments | Level 1 | 145 | 80 | Quoted market price
Trade and other receivables measured at |  |  |  |
fair value |  |  |  |
PGM receivables | Level 2 | 66 943 | 34 615 | Quoted market metal prices and
|  |  |  | exchange rate
Financial liabilities measured at fair value |  |  |  |
PGM commodity hedges derivative | Level 2 | 4 412 | 40 | Quoted market metal prices

There have been no transfers between fair value hierarchy levels in the current year.

| 202 5 | 20 2 4
Fair value gains and losses recognised in the financial instruments during the year: | US$’000 | US$’000
Changes in fair value of financial assets at fair value through profit or loss |  |
Investments in equity instruments | 65 | 32
Investments in money markets, current accounts, cash funds and income funds | 542 | 544
Forward exchange contracts | (211) | 272
| 396 | 848
Chan ges in fair value of financial liabilities at fair value through profit or loss |  |
Cash-settled share-based payment liability | (873) | -
Option granted to NCI to call upon shares in Karo Platinum (Private) Limited - unrealised | - | 11
PGM commodity hedges derivative – realised | (1 847) | 2 988
PGM commodity hedges derivative – unrealised | (4 189) | (2 442)
| (6 909) | 557

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
90
34.
FINANCIAL RISK MANAGEMENT (continued)
Estimation of fair values
The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) i
s determined by using
valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end
of each reporting period. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining
financial instruments. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the end of
the reporting period.
T
he carrying value less impairment allowance of trade receivables and the carrying value of trade payables are assumed to appr
oximate their
fair values as the short-term effect of discounting is not material. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is available to the Company for simila
r financial
instruments.
T
he
carrying v
alue of financial assets and liabilities at amortised cost approximates its fair value.
35.
RELATED PARTY TRANSACTIONS AND BALANCES
In the normal course of the business, the Group enters into various transactions with related parties. Related party transact
ions exist between
shareholders, directors, directors of subsidiaries and key management personnel. Outstanding balances at the year-end are unsecured and
settlement occurs in cash.
All intergroup transactions have been eliminated on consolidation.

| 202 5 | 20 2 4
| US$’000 | US$’000
Trade and other receivables (note 2 1) |  |
Rocasize Proprietary Limited | 69 | 37 5
Trade and other payables (note 2 8) |  |
Rocasize Proprietary Limited | 5 | 1
Amounts due to Directors and former Directors |  |
J Salter | 19 | 22
O Kamal | 12 | 12
C Bell | 18 | 22
R Davey | 15 | 19
S Lo Wai Man | 9 | 9
C Hao | 9 | 9
G Zvaravanhu | 16 | 17
| 98 | 110
Total other payables | 103 | 111
Revenue |  |
Rocasize Proprietary Limited | 15 | 12
Cost of sales |  |
The Tharisa Community Trust | - | 9
Rocasize Proprietary Limited | 839 | 423
Other income |  |
Rocasize Proprietary Limited | 47 | 56
Consulting paid |  |
Rocasize (Pty) Ltd | 423 | -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
91
35.
RELATED PARTY TRANSACTIONS AND BALANCES
(continued)
Compensation to key management:

|  |  |  | Provident |  |
| Salary and | Expense | Share-based | fund and risk |  |
| fees | allowances | payments | benefits | Bonus | Total
202 5 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000
Non-Executive Directors | 561 | - | - | - | - | 561
Executive Directors | 1 891 | 7 | 1 098 | 87 | 355 | 3 438
Other key management | 1 825 | 9 | 624 | 66 | 250 | 2 774
| 4 277 | 16 | 1 722 | 153 | 605 | 6 773
2024 |  |  |  |  |  |
Non-Executive Directors | 627 | - | - | - | - | 627
Executive Directors | 1 838 | 6 | - | 85 | 468 | 2 397
Other key management | 1 746 | 12 | - | 64 | 408 | 2 230
| 4 211 | 18 | - | 149 | 876 | 5 254

Share-based awards to the Directors are disclosed in note 11. Details of each plan are disclosed in note 8. Awards to the key management in
the period under review are as follows:

| Opening |  |  |  |
202 5 | balance | Allocated | Vested | Forfeited | Total
LTIP – ordinary shares | 3 501 372 | - | (928 724) | (191 695) | 2 380 953
2024 Cash Award | - | 1 120 026 | - | (74 668) | 1 045 358
20 24 Ordinary shares |  |  |  |  |
LTIP | 2 987 940 | 1 207 355 | - | (693 923) | 3 501 372

Relationships between parties:
The Tharisa Community Trust and Rocasize Proprietary Limited
The Tharisa Community Trust is a former shareholder of Tharisa Minerals Proprietary Limited
.
The Tharisa Community Trust owns 100%
of the issued ordinary share capital of Rocasize Proprietary Limited.
36.
CONTINGENT LIABILITIES
As at 30 September
202
5
, there is no litigation (202
4
: no litigation), current or pending, which is considered likely to have a material adverse
effect on the Group.
Refer
to note 3
7
for
guarantees
.
37.
CAPITAL COMMITMENTS AND GUARANTEES

| 20 2 5 | 20 2 4
Capital commitments | US$’000 | US$’000
Authorised and contracted | 75 637 | 46 098
Authorised and not contracted | 4 008 | 831
| 79 645 | 46 929

The above commitments are with respect to property, plant and equipment and are outstanding at the respective reporting perio
d. All
contracted amounts will be funded through existing funding mechanisms within the Group and cash generated from operations. Balances
denominated in currencies other than the US$ were converted at the closing rates of exchange ruling at 30 September
20
2
5
.
Guarantees
The Company issued a guarantee limited to US$10.0 million (2024: US$10.0 million) as a security for trade finance facilities
provided by a
bank to Arxo Resources Limited.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
92
37.
CAPITAL COMMITMENTS AND GUARANTEES
(continued)
Guarantees
(continued)
Karo Mining Holdings plc, a subsidiary of the Company, issued fixed income notes with a tenor of three years on 16 December 2
022 listed
on the Victoria Falls Stock Exchange to the value of US$26.8 million to external subscribers and US$10.0 million to Arxo Finance plc. The
Company guarantees the capital repayment and interest of subscribers.
Tharisa Minerals Proprietary Limited entered into an equipment loan facility of US$35.0 million (2024: US$35.0 million) with
Caterpillar
Financial Services Corporation. The equipment loan facility is secured by a first notarial bond over the equipment and is guaranteed by the
Company.
The Company issued a guarantee limited to US$1
7.4
million (
ZAR300.0 million)
as a security for
the term loan and revolving facilities
provided by a bank to
Tharisa Minerals Proprietary Limited
.
The Company issued a guarantee limited to US$17.4 million (ZAR300.0 million) (2024: US$17.4 million (ZAR300.0 million)) to Ab
sa Bank
Limited in respect of the Commercial Asset Finance and overdraft facilities of Tharisa Minerals Proprietary Limited.
The Company guarantees a total of US$8.7 million (ZAR150 million) (2024: US$8.1 million (ZAR153 million)) to third party suppliers
of Tharisa Minerals Proprietary Limited.
An insurance company has provided a guarantee to the Department of Mineral Resources to satisfy the legal requirements with r
espect to
environmental rehabilitation and the Group has pledged as collateral its investments in interest-bearing instruments to the insurance
company to support this guarantee. The total value of the guarantee is US$33.5 million (ZAR578.9 million) (2024: US$31.6 million
(ZAR545.5
million)).
The Company issued a guarantee to Absa Bank Limited which guarantees payment of certain liabilities of Arxo Logistics Proprie
tary Limited
to Transnet amounting to US$1.1 million (ZAR19.4 million) (2024: US$1.0 million (ZAR19.4 million)).
38.
EVENTS AFTER THE REPORTING PERIOD
On 7 November 2025,
bondholders of Karo Mining Holdings plc
voted in favour of extending the
maturity date
(1 December 2025)
of the
existing notes by an additional three years to 1 December 2028.The annual coupon rate was also adjusted from 9.5% to 11.0%. The Company
has continued to guarantee the capital repayments and the semi-annual coupon payments. Arxo Finance plc ‘rolled over’ its investment of
US$10 million in the bond.
On 12 November 2025, subject to the fulfilment of certain conditions precedent, Tharisa Minerals Proprietary Limited
(‘Tharisa Minerals’)
signed a US$130 million debt facility with Absa Bank Limited and The Standard Bank of South Africa Limited as part of the Company’s ongoing
debt capital programme. The facilities comprise a four-year term loan of US$80 million (with an accordion of US$20 million) and a revolving
ZAR900 million credit facility, with the application of funds being applied in prepaying the balance of the existing term loan and revolving credit
facility and general corporate and working capital purposes including investing in the sustainability of the Tharisa Mine. Pursuant to the pre-
payment of the existing senior debt facility, funds held in a debt service reserve account will become available to Tharisa M
inerals.
On 7 October 2025, SARS filed a Notice of Intention to Appeal against the South African Tax Court’s judgement in relation to
the mining
royalty (note 25), citing various grounds not part of the original court case and requesting that the matter be referred to the Supreme Court of
South Africa directly. The Tax Court granted the South African Revenue Services (‘SARS’) leave to do so. SARS’ Notice of Appeal would
have been due for submission on or before 7 November 2025.
Tharisa Minerals and SARS proactively engaged on the process to give effect to the Tax Court judgement and the parties agreed
on the
determination of gross sales and the earnings before interest and tax in respect of the 2015-2017 years of assessment Pursuant to the
agreement SARS did not file a Notice of Appeal, Tharisa Minerals will not pursue the costs order and SARS will issue revised assessments
for these years based on the mining royalty calculations as submitted by Tharisa Minerals. Further, Tharisa Minerals has submitted revised
calculations for the 2018 – 2021 years of assessment, calculated on a basis consistent with the Tax Court judgement and the 2015 – 2017
years of assessment, for audit by SARS.
Subsequent to 30 September 2025, the Company subscribed to an additional
1 878
shares in Karo Mining Holdings plc (‘Karo Mining’) for a
cash subscription of US$13.5 million. The additional shares represent 0.64% of the issued share capital of Karo Mining increasing the
Company’s effective shareholding in Karo Mining to 78.
81
%. The non
-
controlling shareholders did not subscribe for additional shares.
During November 2025
and
in accordance with the terms of
the Company’s
share repurchase programme
, 473
581 ordinary shares were
repurchased.
On
27 November
202
5
, the Board has proposed a final
dividend of
US
1.5
ce
nts
per share, subject to the necessary shareholder approval at
the Annual General Meeting.
The Board of Directors is not aware of any
other
matter or circumstance arising since the end of the financial year that will impact these
financial results.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
93
39.
DIVIDENDS
During the year ended 30 September 202
5
, the Company
declared and paid a final
dividend of US 3.0 cents per share in respect of the
financial year ended 30 September 2024. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the
financial year ended 30 September 202
5
.
During the year ended 30 September 2024, the Company
declared and paid a final dividend of US 2.0 cents per share in respect of the
financial year ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the
financial year ended 30 September 2024
.
40.
MANAGEMENT
-
DEFINED PERFORMANCE MEASURES
Management makes use of certain financial measures to
assess the
Group
’s financial performance
. The financial measures are not specified
by IFRS Accounting Standards.
Return on invested capital
Provides an indication
how efficiently
the Group’s
capital
is utilised
to
generate profits.

| 2025 | 2024
| US$’000 | US$’000
Results from operating activities | 125 591 | 119 555
Effective tax rate | 31.2% | 29.8%
Results from operating activities after tax (applying effective tax rate) | 86 407 | 83 928
Total assets | 1 23 8 075 | 1 207 802
Cash and cash equivalents | (173 046) | (217 675)
Non-interest-bearing short-term liabilities |  |
Provisions | - | (56 827)
Current taxation | (13 110) | (877)
Other financial liabilities | (4 326) | (40)
Trade and other payables | (91 780) | (105 732)
Contract liabilities | (1 246) | (623)
Invested capital | 954 567 | 826 028
Average invested capital | 890 298 | 757 471
Return on invested capital | 9.7% | 11.1%

EBITDA
Ea
rnings before interest, tax, depreciation and amortisation
(‘EBITDA’) provides a
view
of the Group’s operating profitability and cash
-
flows
by excluding non-operational expenses.

| 2025 | 2024
| US$’000 | US$’000
Results from operating activities | 125 591 | 119 555
Depreciation of property, plant and equipment and amortisation of intangible assets | 65 007 | 54 722
Write off of property, plant and equipment | 3 081 | 1 940
Impairment of goodwill | 152 | -
Amortisation of intangible assets | 5 | 4
Changes in fair value of financial assets and liabilities | (6 513) | 1 405
EBITDA | 187 323 | 177 626

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
94
40.
MANAGEMENT
-
DEFINED PERFORMANCE MEASURES
(continued)
Free cash flow
T
he amount of cash
remaining
after accounting for spending on operations and capital asset maintenance.

| 2025 | 2024
| US$’000 | US$’000
Net cash flow generated from operating activities | 9 2 121 | 204 549
Additions to property, plant and equipment | (113 563) | (194 996)
Proceeds from disposal of property, plant and equipment | 250 | 1 930
Additions to intangible assets | (5 359) | (5 645)
Free cash flow | (26 551) | 5 838

EBITDA margin
U
sed to
assess
the Group
’s operating performance
.

| 2025 | 2024
| US$’000 | US$’000
EBITDA | 187 323 | 177 626
Revenue | 602 911 | 721 394
EBITDA margin | 31.0% | 24.6%

Gross profit margin
Used to m
easure
the Group’s
profitability
before
accounting
for
overhead
expenses
and to
provid
e
insights
into
its
financial
health
and
operational efficiency

| 2025 | 2024
| US$’000 | US$’000
Gross profit | 191 314 | 184 609
Revenue | 602 911 | 721 394
Gross profit margin | 31.7% | 25.6%

Net cash position
Enables management to
understand the financial and liquidity position of
the Group.

| 2025 | 2024
| US$’000 | US$’000
Cash and cash equivalents | 173 046 | 217 675
Long-term restricted bank deposit | 1 893 | 2 062
Short-term restricted bank deposit | 158 | 3 938
Long-term borrowings | (31 356) | (50 366)
Short-term borrowings | (73 990) | (55 817)
Net cash position | 69 751 | 117 492

Net debt to equity
U
sed to
evaluate
the Group’s
financial leverage
.

| 2025 | 2024
| US$’000 | US$’000
Net cash position | 69 751 | 117 492
Total equity | 847 842 | 779 582
Net debt to equity | (8.2) | (15.1)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 September 2025
95
40.
MANAGEMENT
-
DEFINED PERFORMANCE MEASURES
(continued)
Net debt to EBITD
A
Used to evaluate the Group’s ability to pay off its debt with its EBITDA.

| 2025 | 2024
| US$’000 | US$’000
Net cash position | 69 751 | 117 492
EBITDA | 187 323 | 177 626
Net debt to EBITDA | 37.2% | 66 .1%

Interest
-
bearing debt to equity
U
sed to evaluate
the Group
's financial leverage
as it
measure
s
the degree to which
the Group
financ
es
its operations with debt rather than its
own resources.

| 2025 | 2024
| US$’000 | US$’000
Long-term borrowings | 31 356 | 50 366
Short-term borrowings | 73 990 | 55 817
Total borrowings | 105 346 | 106 183
Total equity | 847 842 | 779 5 82
Interest-bearing debt to equity | 12.4% | 13.6%

Net current assets
R
epresent
s
the amount of short
-
term assets
the Group
has after paying all its short
-
term debts.
It provides an indication of the Group’s
financial
health and the ability to meet immediate obligations.

| 2025 | 2024
| US$’000 | US$’000
Current assets | 374 331 | 403 973
Current liabilities | 184 452 | 219 800
Net current assets | 189 879 | 184 173

SEPARATE FINANCIAL STATEMENTS
30 September 2025
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 30 September 2025
97
202
5
20
2
4
Notes
US$’000
US$’000
Revenue
5
55
403
28
750
Dividend income
44
810
16
004
Interest revenue
10
593
12
746
Foreign exchange (loss)
/profit
(330)
554
Operating expenses
7
(
8 265
)
(7
299)
(E
xpected credit losses raised
)/reversal of expected credit losses
20
(
1 063
)
723
Operating profit
45
745
22
728
Finance income
8
3
4
1
617
Changes in fair value of financial assets at fair value through profit or loss
20
196
173
P
rofit before tax
46
282
23
518
Tax
9
(709)
(725)
P
rofit for the year
45
573
22
793
Other comprehensive income
Items that
may not be
classified subsequently to profit or loss
-
-
Items that may be classified subsequently to profit or loss
-
-
Other comprehensive income
-
-
Total comprehensive income for the year
45
573
22 793
The notes on pages 101 to 125 are an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
as at 30 September 2025
98
202
5
20
2
4
Notes
US$’000
US$’000
Assets
Non
-
current assets
Investment in subsidiaries
1
0
410
031
367
126
Investment in associate
11
1
33
0
-
Financial assets
1
2
1
876
4
453
Total non
-
current assets
413
23
7
371
579
Current assets
Financial
assets
1
2
34
260
34 646
Other receivables
1
3
14
687
4
485
Cash and cash equivalents
1
4
4
205
25
499
Total current assets
53
152
64
630
Total assets
466
3
8
9
436
209
Equity and liabilities
Share capital and premium
1
5
349
622
346
314
Treasury shares
1
5
(8
694)
(5
004)
Other reserve
1
5
47
245
47
245
Retained earnings
1
5
69
297
39
468
Total equity
4
57
470
428
023
Non
-
current liabilities
Deferred taxation
1
6
683
211
F
inancial liabilities
17
15
-
698
211
Current liabilities
F
inancial liabilities
1
7
8
01
5
7
785
Current taxation
9
206
190
Total current liabilities
8
22
1
7
975
Total liabilities
8
9
19
8
186
Total equity and liabilities
466
3
89
436
209
The financial statements were authorised for issue by the Board of Directors on 27 November 2025.
Phoevos Pouroulis
Michael Jones
Director
Director
The notes on pages 101 to 125 are an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2025
99
Share
capital
Share
premium
Treasury
shares
Other
reserve
Retained
earnings
Total equity
Note
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 October 20
23
30
3
345
993
(3)
47
245
22
649
416
187
Total comprehensive income for the
year
Profit
for the year
-
-
-
-
22
793
22
793
Total comprehensive
income
for the
year
-
-
-
-
22
793
22
793
Transactions with owners of the
Company
Contributions by and distributions to
owners
Non
-
cash allotment to LTIP participants
1
5
-
18
-
-
-
18
Ordinary shares repurchased
1
5
-
-
(5
001)
-
-
(5
001)
Dividends paid
2
4
-
-
-
-
(10
480)
(10
480)
Equity
-
settled share
-
based payments
1
5
-
-
-
-
4
506
4
506
Contributions by and distributions to
owners of the Company
-
18
(5
001)
-
(5
974)
(10
957)
Total transactions with owners of the
Company
-
18
(5
001)
-
(5
974)
(10
957)
Balance at 30 September 2024
303
346
011
(5
004)
47
245
39
468
428
023
Total comprehensive
income
for the
year
Profit
for the year
-
-
-
-
45
573
45
573
Total comprehensive
income
for the
year
-
-
-
-
45
573
45
573
Transactions with owners of the
Company
Contributions by and distributions to
owners
Non
-
cash allotment to LTIP participants
1
5
20
3
288
-
-
-
3
308
Ordinary shares repurchased
1
5
-
-
(3
690)
-
-
(3
690)
Dividends paid
2
4
-
-
-
-
(13
376)
(13
376)
Equity
-
settled share
-
based payments
1
5
-
-
-
-
(
2
368
)
(
2
368
)
Contributions by and distributions to
owners of the Company
20
3
288
(3
690)
-
(15
744)
(16
126)
Total transactions with owners of the
Company
20
3
288
(3
690)
-
(15
744)
(16
126)
Balance at 30 September 202
5
323
349
299
(8
694)
47
245
69
297
457
470
Companies, which do not distribute 70% of their profits after tax, as defined by the relevant tax law in Cyprus, within two y
ears after the end of the
relevant tax year, will be deemed to have distributed this amount as dividend on the 31
December of the second year. The amount of the deemed
dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The
Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% when
the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, General Healthcare System
contribution at a rate of 1
.
7%
-
2
.
65%,
is paid
when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
The notes on pages 101 to 125 are an integral part of these financial statements.
STATEMENT OF CASH FLOWS
for the year ended 30 September 2025
100
202
5
20
2
4
Notes
US$’000
US$’000
Operating c
ash flows
before changes in working capital
1
8
(7
521)
(6
217)
Changes in:
Other receivables
(1
520)
1
065
Other financial liabilities
(77)
1
438
Cash flows used in operations
(9
118)
(3
714)
Dividend income
2
1
44
810
16
004
Interest revenue received
2
1
-
10
398
Income tax paid
9
(222)
(595)
Net cash flows
generated from
operating activities
35
470
22
093
Cash flows from investing activities
Additions to investment in subsidiaries
10
(
42
334)
(32
370)
Additions to investment in associate
11
(1
301)
-
Redemption of unlisted preference shares
10
-
10
080
Refund of
financial assets
1
2
3 746
72
Interest received
8
311
617
Net cash flows
used
in
investing activities
(39
578)
(21
601)
Cash flows from financing activities
Ordinary shares repurchased
15
(3
6
90
)
(5
001)
Dividends paid
2
4
(13
376)
(10
480)
Net cash flows
used in
financing activities
(17
06
6
)
(15
481)
Net
decrease
in cash and cash equivalents
(21
17
4
)
(14
989)
Cash and cash equivalents at the beginning of the year
25
499
40
442
Effect of exchange rate fluctuations on cash held
(12
0
)
46
Cash and cash equivalents at the end of the year
1
4
4
205
25
499
The notes on pages 101 to 125 are an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
101
1.
INCORPORATION AND PRINCIPAL ACTIVITIES
Tharisa plc (the ‘Company’) was incorporated in Cyprus on 20 February 2008 under registration number HE223412 as a private li
mited liability
company under the Cyprus Companies Law, Cap. 113. The Company was converted to a public company and accordingly the name of the
Company was changed from Tharisa Limited to Tharisa plc on 19 January 2012. The registered office is at Sofoklis Pittokopitis Business
Centre, Office 108-110, 17 Neophytou Nicolaides & Kilkis Street, 8011, Paphos, Cyprus. On 10 April 2014, the Company listed its ordinary
share capital on the main board of the Johannesburg Stock Exchange (‘JSE’) as its primary listing. On 8 June 2016 the Company listed its
ordinary share capital as an Equity Shares (Transition) Category listing on the London Stock Exchange (‘LSE’). On 6 February 2019 the
Company listed its ordinary share capital as a secondary listing on the A2X Exchange in South Africa.
The principal activity of the Company is that of an investment holding company with controlling interests
mainly
in PGM and chrome
assets
both operational and development stage including mining and processing and associated sales and logistics operations. The principal activity
remains unchanged from the previous year.
2.
MATERIAL
ACCOUNTING POLIC
IES
The
material
accounting policies applied in the preparation of these annual financial statements are set out below. Where an accounting po
licy
is material and specific to a note, the policy is described in the note which it relates to. These policies have consistently been applied to all the
years presented.
2.1.
BASIS OF PREPARATION
Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards, the Listings Requirements of the
Johannesburg Stock Exchange and the requirements of the Cyprus Companies Law, Cap. 113. IFRS Accounting Standards comprises
the standards issued by the International Accounting Standards Board (‘IASB’). Statutory financial statements of the Company were
additionally prepared in accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Cyprus
Companies Law, Cap. 113. These have been approved and issued on the same date and there are no material differences in the two
sets of financial statements prepared. These financial statements are the separate financial statements of the Company.
The Company has also prepared consolidated financial statements in accordance with IFRS
Accounting Standards
for the Company and its
subsidiaries (‘the Group’). The consolidated financial statements can be obtained from Sofoklis Pittokopitis Business Centre, Office 108-110,
17 Neophytou Nicolaides & Kilkis Street, 8011, Paphos, Cyprus
or from the Company’s website:
www.tharisa.com
.
Users of these separate financial statements of the Company should read them together with the Group's consolidated financial
statements
as at and for the year ended 30 September 2025 in order to obtain a proper understanding of the financial position, the financial performance
and the cash flows of the Company and its
subsidiaries.
Basis of measurement
The financial statements are prepared on the historical cost basis,
except
for certain financial instruments that are
stated at fair value (note
20
).
Functional and presentation currency
The financial statements are presented in United States Dollars (‘US$’) which is the functional and presentation currency of
the Company.
Going concern
The separate financial statements have been prepared on a going concern basis.
Refer to
note
s 1
5
and
20
for
statements
on the Company’s objectives, policies and processes for managing its capital, details of its financial
instruments, its exposures to market risk in relation to commodity prices and foreign exchange risks, interest rate risk, credit risk, and liquidity
risk.
F
oreign currency translation
Transactions in foreign currencies are translated to the functional currenc
y
of the Company at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign
exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional
currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency
translated at the exchange rate at the end of the
year.
Foreign currency gains and losses are reported on a net basis.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
102
2.
MATERIAL
ACCOUNTING POLICIES (continued)
2.2.
STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR
The
Company
has adopted the following new and/or revised standards and interpretations which became effective for the year ended
30 September 2025 for which the nature and effect of the changes as a result of the adoption of these new accounting standards are
described below
:
Classification of Liabilities as Current or Non
-
current and Non
-
current liabilities with Covenants
-
Amendments to IAS 1
The International Accounting Standards Board (IASB) issued Classification of Liabilities as Current or Non
-
current and Non
-
current Liabilities
with Covenants, which amends IAS 1 Presentation of Financial Statements. The amendments affect requirements in IAS 1 for the
classification of liabilities as current or non-current. The amendments clarify what is meant by a right to defer settlement, that a right to defer
settlement must exist at the end of the reporting period, the classification is unaffected by the likelihood that an entity will exercise its deferral
right, that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its
classification, as well as the required disclosures in this regard. The amendment must be applied retrospectively and was effective for annual
periods beginning on or after 1 January 2024. These amendments
did not
have a
n
impact on the
Company
’s results.
Lease Liability in a Sale and Leaseback
–
Amendments to IFRS 16
In September 2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments to IFRS 16
Leases specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to
ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments must
be applied retrospectively to annual reporting periods beginning on or after 1 January 2024. These amendments did not have an impact on
the
Company
’s results.
Disclosures: Supplier Finance Arrangements
–
Amendments to IAS 7 and IFRS 7
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The
amendments specify disclosure requirements to enhance the current requirements, which are intended to assist users of financial statements
in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The
amendments were effective for annual reporting periods beginning on or after 1 January 2024. These amendments did not have an impact
on the
Company
’s results.
2.3.
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The new standards, interpretations and amendments to standards listed below are not effective and have not been early adopted
, but will
be adopted once these new standards, interpretations and amendments become effective. The Company is considering to early adopt
IFRS 18 during the financial year ending 30 September 2026. The Company does not plan to early adopt any other of the standards,
amendments and interpretations. There are no other standards that are not yet effective and that would be expected to have a material
impact on the
Group
in the current or future reporting periods.
Presentation and Disclosure in Financial Statements
–
IFRS 18
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18) which replaces IAS 1 Pre
sentation
in Financial Statements.
IFRS 18 introduces several new requirements that are expected to impact the presentation and disclosure of entities. These in
clude:
• The requirement to classify all income and expense into five specified categories and provide specified totals and subtotals in the
statement of profit or loss
•
Enhanced guidance on the aggregation, location and labelling of items across the primary financial statements and the notes
• Mandatory disclosures about management-defined performance measures (MPMs) (a subset of alternative performance
measures)
The new standard must be applied retrospectively to annual reporting periods beginning on or after 1 January 2027.
The adoption of IFRS 18 will have a material impact on the disclosure of the
Company
’s financial statements. With the introduction of
specified categories, totals and subtotals in the statement of profit or loss (statement of financial performance), comparative information will
have to be restated to be consistent with current year disclosures. In addition and as a consequence of the changes to the statement of
financial performance, comparative information in the statement of cash flows will have to be restated upon adoption of IFRS 18.
Reconciliations for each line item presented in the statement of financial performance for the comparative periods immediately preceding
the current and cumulative periods in which IFRS 18 is first applied will have to be pr
esented.
Lack of Exchangeability
-
Amendment to IAS 21
In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), specifying how an entity should assess whethe
r a
currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a
spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial
statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s
financial performance, financial position and cash flows. These amendments must be applied retrospectively to annual reporting periods
beginning on or after 1 January 2025. These amendments are not expected to have a material
impact on the
Company
’s results.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
103
2.
MATERIAL
ACCOUNTING POLICIES (continued)
2.3.
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
(continued)
Classification and Measurement of Financial Instruments
–
Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9
and
IFRS 7), which:
• clarified that a financial liability is derecognised on the ‘settlement date’, i.e., when the related obligation is discharged, cancelled,
expires or the liability otherwise qualifies for derecognition, and introduced an accounting policy option to derecognise financial
liabilities that are settled through an electronic payment system before settlement date if certain conditions are met;
• clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and
governance (ESG
-
linked) features and other similar contingent features;
•
clarified the treatment of non
-
resource assets and contractually linked instruments; and
• requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event
(including those that are ESG
-
linked), and equity instruments classified at fair value through other comprehensive incom
e.
The amendments are effective for reporting periods beginning on or after 1 January 2026. The impact of this new standard will
be assessed
on (and applied to) the
Company
’s annual financial statements for the financial year ending 30 September 2027.
Annual Improvements to IFRS
Accounting Standards
—
Volume 11
During July 2024, the IASB issued narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its reg
ular
maintenance of the Standards. These amendments, published in a single document Annual Improvements to IFRS
Accounting Standards—
Volume 11, include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS Accounting
Standards.
The amendments are:
• IFRS 1 First-time Adoption of International Financial Reporting Standards;
• IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
• IFRS 9 Financial Instruments;
• IFRS 10 Consolidated Financial Statements; and
•
IAS 7
Statement of Cash Flows.
The amendments are effective for reporting periods beginning on or after 1 January 2026. The impact of this new standard will
be assessed
on (and applied to) the
Company
’s annual financial statements for the financial year ending 30 September 2027.
C
ontracts Referencing Nature
-
dependent Electricity
-
Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to ensure that financial statements faithfully rep
resent the
effects of an entity’s contracts referencing nature
-
dependent electricity. These amendments include:
•
clarifying the application of the ‘own
-
use’ requirements;
•
permitting hedge accounting if these contracts are used as hedging instruments; and
• adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial
performance and cash flows.
An entity applies this new standard to annual reporting periods beginning on or after 1 January 2026. The impact of these ame
ndments will
be assessed on (and applied to) the
Company
’s annual financial statements for the financial year ending 30
September
2027.
In addition to the above, the
Company
considered progress on the IASB’s annual improvement process, dealing with non
-
urgent, but
necessary, clarifications and amendments to various IFRS standards and interpretations, issued as Volume 11 Annual Improvements to
IFRS Accounting Standards in July
2024.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
104
3.
USE OF JUDGEMENTS AND ESTIMATES
The preparation of the financial statements in conformity with IFRS
Accounting Standards
requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses
and the accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
Judgements and estimates made by management in the application of IFRS
Accounting Standards
that have a significant effect on the
financial statements and major sources of estimation uncertainty are
disclosed in each note it relates to.
4.
SHARE
-
BASED PAYMENTS
Accounting policy
: equity
-
settled share
-
based payments
Equity settled share
-
based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant d
ate of the equity settled share
-
based payment is expensed on a straight
-
line basis over the vesting
period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in the equity (retained
earnings). At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The
amount recogni
s
ed as an expense is adjusted to reflect the revision of the original estimate.
Where the Company has the right to elect settlement either equity set
tled or cash settled, the share
-
based payment transactions will be
treated as equity settled share
-
based payments
as the Company does not have a present obligation to settle in cash
.
Accounting policy
: cash
-
settled share
-
based payments
These awards entitle the participants to cash payments based on a relevant share price. The fair value of the cash
-
settled instruments is
measured by reference to the fair value of the underlying shares using appropriate valuation models and assumptions, taking into account
the terms and conditions upon which the instruments were granted.
The grant date fair value of the cash
-
settled instruments is recognised as share
-
based payment expenses over the vesting period based on
the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment
obligation. At each reporting date, the obligation is remeasured to the fair value of the instruments, to reflect the potential outflow of cash
resources to settle the liability, with a corresponding adjustment to the
fair value gain or loss
.
Equity
-
settled awards
Conditional awards (‘LTIP’) is the grant of shares in the Company where the risks and rewards of share ownership will vest on
specific vesting
dates with the employee subject to certain conditions. LTIPs vested and will vest at the third anniversary of the grant. These awards, on vesting,
may at the election of the Company, be either cash
-
settled or share
-
settled as provided for in the rules of the Plan.
Appreciation rights is the grant of an award by the Company where the employee is, subject to certain conditions, entitled to
receive the
increase in the share value above the award price. The awards may be exercised at any time up to five years from the date of the grant. The
appreciation in value may, at the election of the Company, be either cash settled or share settled as provided for in the rules of the Plan. No
Appreciation Rights
were issued during the years ended 30 September 202
4
and 30 September
202
5
.
Cash
-
settled awards
During the year ended 30 September 2025, t
he
Company
introduced a
cash
-
settled
share
-
based payment scheme.
The
Cash A
ward is subject
to a three-year vesting period, divided into three annual measurement periods, the result of each being aggregated at the end of the vesting
period to determine the cash amount to be settled. The cash award is translated into a number of phantom shares based on the share price
on the award date. The value of these phantom shares will be translated into a cash value based on the share price on the interim measurement
dates and the final vesting date. Apart from the change in manner of settlement to cash, the terms and conditions of the 2024 Cash Award are
the same as the
equity
-
settled LTIPs.
The equity
-
settled awards were not impacted by the cash
-
settled share plan
.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
105
4.
SHARE
-
BASED PAYMENTS
(continued)
At 30 September 202
5 and during the year
then
ended
, the
Company
had the following
four
share
-
based payment arrangements
with the
corresponding performance conditions
:
Equity
-
settled
Cash
-
settled
Eighth
award:
2021
Ninth
award:
2022
Tenth
award:
2023
Cash
Award:
2024
Vesting period
Grant date
8 Dec’21
16 Jan’23
14 Dec’23
10 Dec’24
Vesting date
8 Dec’24
16 Jan’26
14 Dec’26
10 Dec’27
Performance conditions
Weighting
Actual PGM production compared to market guidance
33.33%
20%
20%
20%
Actual chrome production compared to market guidance
33.33%
20%
20%
20%
Achievement of Karo Platinum project deliverables
-
20%
20%
-
Actual three
-
year rolling return on invested capital exceeding the
actual three
-
year rolling weighted cost of capital
11.11%
20%
20%
25%
Performance against environmental plan to reduce carbon
emissions by 30% by 2030
11.11%
10%
10%
15%
Achievement of long
-
term Vision
11.12%
10%
10%
20%
Eighth to tenth awards and 2024 Cash Award
These awards comprise of LTIPs only with the measurement periods being aligned to the
Company
’s financial year
-
end of 30
September.
The awards will vest on the third anniversary of the grant date. The three-year vesting period is divided into three annual measurement
periods at 30 September, the result of each being aggregated at the end of the vesting period to determine the final vesting percentage. The
vesting of these awards is subject to continued employment in good standing, achievement of the performance conditions (set out above)
and the following
additional
conditions:
• The award will be reduced in each annual measurement period by one-third for each fatality that occurred during that measurement
period.
• For avoidance of doubt, if any performance condition is not met in any annual measurement period and consequently is forfeited
(either wholly or partially) as a result of failure to achieve the performance condition, but the performance condition is achieved in
subsequent measurement periods the award will vest for that period as provided.
• The awards are subject to the rules governing the Plan and the final discretion of the Tharisa plc Remuneration Committee will
prevail should there be any discrepancy.
V
aluation of
LTIP and 2024 Cash Award
at grant date
s
:
US$/award
LTIP 2021 eighth award
1.52
LTIP 2022 ninth award
0.92
LTIP 2023 tenth award
0.51
2024 Cash Award
0.59
The fair value at grant date of the LTIP awards
and 2024 Cash Award
w
ere
determined by present valuing
(present value model)
the share
price on grant date less the expected dividends
and by using the
following inputs
:
LTIP 2021 eighth
Award
LTIP 2022 ninth
Award
LTIP 2023 tenth
Award
2024 Cash
Award
Spot price
ZA
R27.00
ZAR20.10
ZAR14.50
ZAR1
6
.
39
Exchange rate ZAR:US$
15.71
17.00
18.30
18.30
Dividend yield
1
4.16%
8.18%
14.55%
1
3
.
91
%
R
isk
-
free interest rate
(swap yield curve)
2
5.76%
7.35%
7.48%
7.
1
8%
Forfeiture assumption
3
5
.
00
%
5
.
0
0%
5.00
%
5
.
00
%
1
The dividend
yield was calculated by using forecast dividends which
were estimated using a combination of broker consensus forecasts,
historical dividend data, and
the Company’s
view of the future
dividends.
2
The swap yield curve was independently constructed using a bootstrapping methodology together with a combination of traded mo
ney
-
market, FRA and swap rate inputs
.
3
This adjustment is made with reference to the percentage of employees that are not expected to fulfil the service based vesti
ng conditions
prior to the vesting dates
, taking into account the forfeiture assumption b
ased on
participants’ employee turnover histor
y.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
106
4.
SHARE
-
BASED PAYMENTS
(continued)
An
equity
-
settled
expense of
US$2
1
thousand
(2024: US$4
2
thousand
) was recognised in profit or loss. A cash
-
settled expense of
US$7 thousand (2024: no expense) was recognised in profit or loss. Refer to note 17 for the fair value assumptions of the cash-settled share-
based payment liability.
A reconciliation of the movement in the Group's LTIP in the period under review is as follows:
202
5
Opening
balance
Allocated
Vested
Forfeited
*
Total
LTIP Ordinary shares
14
158 613
-
(3
507
749)
(936
732)
9
714
132
2024 Cash Award
-
5
660
649
-
(321
876)
5
338
773
2024
LTIP Ordinary shares
11
978 371
5
171
870
-
(2 991
628)
14
158
613
*
Forfeits includes LTIPs awarded to employees that left the employment of the Group and forfeits relating to the interim measu
rement
periods.
Appreciation Rights
N
o
Appreciation Rights
were issued during the years ended 30 September 202
5
and 30 September 202
4
and consequently no expense was
recognised during these periods. In terms of previous awards, employees may exercise the Appreciation Rights within five years from the
grant date. During the year ended 30 September 2025, the expiry date of the sixth award was amended to allow employees additional time
to exercise these awards. The expiry date of this award was extended to 30 September 2026. Number of Appreciation Rights vested, not yet
exercised:
Award
date
Expiry date
20
25
20
24
30 June 20
19
–
sixth award
30
September
202
6
1
191
377
1
191 377
N
umber of share options exercised during the
year
-
1 632
Weighted average
share price of options exercised during the year
-
ZAR
16
.
51
Judgements and estimates
The
Company
measures the cost of equity
-
settled transactions with employees by reference to the fair value of the equity instruments at the
date at which they are granted. The fair value is determined by present valuing the share price on grant date less the expected dividends and
by using a Binomial Tree model
, using the
aforementioned assumptions.
5.
REVENUE
Accounting policy
Revenue comprises dividend income received from subsidiaries and interest income relating to intergroup preference share dividends
received from subsidiaries
. Dividend income is recognised on the date that the Company’s right to receive payment is established.
Revenue also comprises of interest revenue recognised and measured on the effective interest rate method, as well as the unwinding of
notional interest on financial assets classified and measured at fair value through profit or loss. The interest revenue is recognised when it
accrues to the Company.
202
5
20
2
4
US$’000
US$’000
Dividend income
-
subsidiaries (note 2
1
)
44
801
16 000
Dividend income
9
4
Interest revenue (note 2
1
)
10
593
12
746
55
403
28
750
The interest revenue
using the
effective interest rate method
includes
US$
9.4
million (2024: US$11.3 million) represent
ing
the accrued
preference share dividends relating to the preference share investment that forms part of the net investment in Tharisa Minerals (Proprietary)
Limited, a subsidiary of the Company. The interest revenue also includes the unwinding of notional interest of US$1.2 million (2024: US$1.5
million) relating to the preference share investment that forms part of the net investment in Arxo Finance plc, a subsidiary of the Company.
Refer to note 10.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
107
6.
DIRECTORS REMUNERATION
Directors’ share awards
Details of each plan are
disclosed in note 4. Non
-
Executive Directors are not entitled to participate in the Group’s share award plan. The
number of LTIP awarded to the Executive Director by
the Company, are set out in the following tables:
202
5
Opening
balance
Allocated
Vested
Forfeited
Total
LC Pouroulis
–
LTIP ordinary shares
104
802
-
(45
260)
(
4 580
)
54 962
LC Pouroulis
–
2024 Cash Award
-
52
782
-
(3
519)
49
263
2024
LC Pouroulis
–
LTIP ordinary shares
133 017
-
-
(28
215)
104
802
The remuneration of the Directors
, as paid by the Company,
is set out in the following table:
2025
2024
Directors’
fees
Salary
Bonus
Total
Directors’
fees
Salary
Bonus
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Executive
LC Pouroulis
-
69
16
85
-
72
16
88
Non
-
executive
JD Salter
104
-
-
104
122
-
-
122
C Bell
104
-
-
104
122
-
-
122
R Davey
79
-
-
79
104
-
-
104
SW
M
Lo
43
-
-
43
43
-
-
43
G Zvaravanhu
86
-
-
86
52
-
-
52
C Hao
43
-
-
43
43
-
-
43
OM Kamal
*
61
-
-
61
61
-
-
61
A Djakouris
**
-
-
-
-
40
-
-
40
Total
520
69
16
605
587
72
16
675
*
Resigned 30 September 2025
**
Resigned on 21 February 2024
7.
OPERATING EXPENSES
202
5
20
24
US$’000
US$’000
Directors’ remuneration (note 6)
605
675
S
hare
-
based payments
28
42
633
717
Business development
305
70
Statutory audit services
198
331
Consulting and professional
764
339
Administration (note 2
1
)
4
509
3
813
Net movement in i
mpairment losses
of
investments in subsidiaries
(note 10)
717
1
040
Listing fees
435
409
Travelling
255
239
Sundry expenses
449
341
8 265
7
299
8.
FINANCE INCOME
202
5
20
24
US$’000
US$’000
Interest income
3
4
1
617
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
108
9.
TAX
Accounting policy
Income tax comprises current and deferred taxes. Income tax is recognised in profit or loss
.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting
date, and any adjustments to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for fin
ancial reporting
purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary
differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting
date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to
income taxes levied by the same tax authority on the same taxable entity.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit
will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the
related dividend is established.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions a
nd whether
additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about
future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing
tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a det
ermination is made.
202
5
20
2
4
US$’000
US$’000
Current tax
Corporation tax
–
current year
44
57
Special contribution to the defence fund
–
current year
53
103
Dividend withholding tax
140
520
237
680
Deferred tax
Dividend withholding tax (note 1
6
)
472
45
709
725
Income tax comprises current tax/corporation tax, deferred tax, dividend withholding tax and special contribution for defence
. Corporation tax
is provided at the rate of 12.5% (2024: 12.5%), dividend withholding tax relating to foreign dividends received at 5.0% and deferred tax at the
rate the temporary difference relates to. Special contribution for defence is provided on passive interest at the rate of 30%. 100% of passive
interest income is disallowed in the computation of chargeable income for corporat
ion tax purposes (2024:
100%).
202
5
20
24
Tax reconciliation
US$’000
US$’000
Profit before tax
46
282
23
518
Tax calculated at 12.5% (2024: 12.5%)
5
785
2
940
Tax effect of allowances and income not subject to tax
(6
982)
(3
760)
Tax effect of expenses not deductible for tax purposes
1
195
809
Current tax
-
dividend withholding tax
140
520
Special contribution to the defence fund
53
103
Recognition of deemed interest income for tax purposes
46
68
Deferred tax: dividend withholding tax (note 1
6
)
472
45
Tax charge
709
725
Dividend
withholding tax
arose on ordinary and preference dividends declared and paid by South African subsidiaries to the Company (refer to
notes 10 and 16). Dividend withholding tax is calculated at a tax rate of 5.0% in terms of the Double Taxation Agreement between Cyprus and
South Africa.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
109
9.
TAX
(continued)
202
5
20
24
Tax pa
yable
US$’000
US$’000
Balance at the beginning of the year
190
105
Current tax charge
237
680
Payments made
(221)
(595)
Balance at the end of the year
206
190
Significant judgement:
Taxes
Judgement is required in determining the liability for income taxes due to the complexity of legislation. There are many tran
sactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for
anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different
from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such
determination is made.
The Company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable tha
t the deductible
temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the Company
to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash
flows from operations and the application of existing tax laws.
10.
INVESTMENT IN SUBSIDIARIES
Accounting policy
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed or has rights to variable re
turns from its
involvement with the entity and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are stated at cost less
accumulated
impairment
losses. Impairment losses are recognised as an
expense in the period in which the impairment is identified
.
Investments in preference shares issued by subsidiaries where settlement is
neither planned nor likely to occur
in the foreseeable future
forms part of the net investment in subsidiaries. Investments in preference shares for which no preference dividends are accrued are stated
at fair value through profit or loss while investments in preference shares for which pref
erence dividends accrue are stated at amortised cost.
30 Sep 202
5
30 Sep 202
4
Unlisted ordinary
shares
Cost
/fair value
Accumulated
impairment
losses
Carrying/fair
value
Cost
/fair value
Accumulated
impairment
losses
Carrying/fair
value
Opening balance
241 763
(28
593)
213 170
209 393
(27
553)
181
840
Additional investment
42
334
-
42
334
32
370
-
32
370
Net impairment loss
-
(717)
(717)
-
(1
040)
(1
040)
284
097
(29
310)
254
787
241 763
(28
593)
213 170
Unlisted preference
shares
Opening balance
153 956
-
153
956
152
361
-
152
361
Notional unwinding of
finance income on
preference shares
1
148
-
1
148
1
454
-
1
454
Fair value gain/(loss)
140
-
140
141
-
141
155
244
-
155
244
153 956
-
153
956
202
5
202
4
US$’000
US$’000
Unlisted ordinary shares
254
787
213
170
Unlisted preference shares
155
244
15
3
956
410
031
3
67
126
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
110
10.
INVESTMENTS IN SUBSIDIARIES (continued)
The following table contains the particulars of all direct subsidiaries of the Company.
Name
Country of
establishment/
incorporation
and operation
Principal
activities
2025
Holding
%
2024
Holding
%
Date of
incorporation/
establishment/
acquisition
Particulars of
issued and paid
up capital and
other securities
Type of entity
Tharisa
Minerals
Proprietary
Limited
South Africa
Mining of
platinum group
metals and
chrome
concentrates
100
100
9 February 2009
500
ordinary
shares of ZAR1
each and 1 608
(2023: 1 706)
redeemable
preference
shares of
ZAR0.01 each
Limited liability
company
Tharisa
Investments
Limited
Cyprus
Investment
holding
100
100
2 November
2010
15
130 class A
shares of
US$0.01 each
Limited liability
company
Arxo Resources
Limited
Cyprus
Commodity
trading company
focussed on
sales and
marketing of
chrome products
100
100
4 February 2011
1 ordinary share
of EUR1 each
Limited liability
company
Arxo Logistics
Proprietary
Limited
South Africa
Logistics
operations
100
100
1 March 2011
170 ordinary
shares of ZAR1
each
Limited liability
company
MetQ
Proprietary
Limited
South Africa
Manufacturing
100
100
1 October 2019
140 ordinary
shares of ZAR1
each
Limited liability
company
Tharisa
Administration
Services
Limited
Cyprus
Management and
administration
services to other
entities of the
Group and the
Company
100
100
31 May 2011
1 100 ordinary
shares of US$1
each
Limited liability
company
Dinami Limited
Guernsey
Marketing of
chrome products
100
100
30 May 2013
272 569 ordinary
shares of £1
each
Limited liability
company
Arxo Finance
plc
Cyprus
Financing
100
100
29
June 2018
48 000 ordinary
shares of US$1
each and 20
non-cumulative
redeemable
preference
shares of US$1
each
Limited liability
company
Salene Chrome
Zimbabwe
(Private)
Limited
Zimbabwe
Mining of chrome
concentrates
100
100
31 March 2021
635 ordinary
shares of US$1
each
Limited liability
company
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
111
10.
INVESTMENTS IN SUBSIDIARIES (continued)
Name
Country of
establishment/
incorporation
and operation
Principal
activities
2025
Holding
%
2024
Holding
%
Date of
incorporation/
establishment/
acquisition
Particulars of
issued and paid
up capital and
other securities
Type of entity
Arxo
Prospecting
(Cyprus)
Limited
Cyprus
Prospecting
100
100
19 April 2021
1 200 ordinary
shares of US$1
each
Limited liability
company
Arxo
Exploration
(Cyprus)
Limited
Cyprus
Exploration
100
100
20 April 2021
1
330 ordinary
shares of US$1
each
Limited liability
company
Arxo
Technologies
Limited
Cyprus
Research and
development
100
100
30 June 2021
2 350 ordinary
shares of US$1
each
Limited liability
company
Redox One
Limited
Cyprus
Research and
development in
renewable
energy solutions
100
100
18 April 2022
635 ordinary
shares of US$1
each
Limited liability
company
Skyler Storm
(Private)
Limited
Zimbabwe
Mining and
beneficiation of
chrome
concentrates
100
100
1 December
2021
200 000 ordinary
shares of US$1
each
Limited liability
company
Karo Mining
Holdings plc
Cyprus
Investment
holding company
78.17
7
6.22
30 March 2022
62 114 ordinary
shares of US$1
each
Limited liability
company
During the year ended 30 September 202
5
, the Company
subscribed for:
• 152 684 ordinary shares issued by Dinami Limited at US$1.31 per share (US$450 thousand)
• 190 ordinary shares issued by Redox One Limited at US$20 000 a share (US$3.8 million)
•
350
ordinary shares issued by Arxo Technologies Limited at US$4
500 a share (US$
1 575
thousand
)
.
During the year ended 30 September 202
4
, the Company subscribed
for:
• 1 ordinary class A share issued by Tharisa Investments Limited at US$140 000
• 118 885 ordinary shares issued by Dinami Limited at US$1.26 per share (US$150 thousand)
• 245 ordinary shares issued by Redox One Limited at US$20 000 a share (US$4.9 million)
• 100 ordinary shares issued by Arxo Prospecting (Cyprus) Limited at US$1 000 a share (US$0.1 million)
• 230 ordinary shares issued by Arxo Exploration (Cyprus) Limited at US$1 000 a share (US$230.0 thousand)
• 1 000 ordinary shares issued by Arxo Technologies Limited at US$4 500 a share (US$4.5 million)
•
235 ordinary shares issued by Salene Chrome Zimbabwe (Private) Limited at US$10 000 per share (US$2.35
million).
Increase in shareholding
in Karo Mining Holdings plc (‘Karo Mining’)
During the year ended 30 September 2025, Karo Mining issued an additional 5 082 new ordinary shares for a cash subscription of
US$36.5 million to the Company. The additional shares issued represented 1.95% of the issued share capital of Karo Mining which increased
the Company’s shareholding to 7
8
.
17
%.
During the year ended 30 September 2024, Karo Mining issued an additional 2 784 new ordinary shares for a cash subscription of US$20.0
million to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which increased the
Company’s shareholding to 76.22%.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
112
10.
INVESTMENTS IN SUBSIDIARIES (continued)
Terms of preference shares of Tharisa Minerals Proprietary
Limited
(‘Tharisa Minerals’)
The preference shares of US$135.7 million (202
4
: US$135.7 million) confer on the holder the right to receive out of distributable profits of
Tharisa Minerals a cumulative preferential cash dividend calculated at the rate of twelve-month SOFR + 1.7% pa (2024: twelve-month SOFR
+ 1.7% pa), on the basis that it shall be due and payable annually on the dividend date (30 September). The preference dividend shall, in
respect of each preference share which has not been redeemed, be declared and paid on each dividend date and will be calculated at the
dividend rate on the subscription price. The redemption date is the earlier of the tenth business day after receipt by the preference shareholder
of a written notice given by Tharisa Minerals, which notice Tharisa Minerals may give at any time, or the tenth business day after receipt by
Tharisa Minerals of a written notice given by the preference shareholder. The preference share capital investment of US$135.7 million (2024:
US$135.7 million) is treated by the Company as part of the net investment in Tharisa Minerals on the basis that the redemption is neither
planned nor likely to occur in the foreseeable future. The preference shares are subordinated in favour of Tharisa Minerals’
bank
borrowings.
During the year ended 30 September 2023, Tharisa Minerals notified the Company of its intention to redeem US$135.0 million of
the
redeemable cumulative preference share capital, of which US$95.2 million was redeemed in that year. During the year ended 30 September
2024, US$10.1 million of the redeemable preference share capital was redeemed. The remainder of the redeemable portion of the preference
share capital balance of US$29.7 million (2024: US$29.7 million) is classified as a receivable on the basis that the Company expects the
redemption in the foreseeable future, refer to note
s
1
2
and
23
.
All accrued dividends are classified as short
-
term receivables as settlement of the Tharisa Minerals preference share dividends will occur in
the foreseeable future, refer to note
s
1
2
and
23
.
Terms of redeemable preference shares of Arxo Finance plc
The preference share investment of US$1
9
.
5
million (202
4
: US$1
8
.
2
million) is treated by the Company as part of the investment in Arxo
Finance plc. The non-cumulative redeemable preference shares, at a subscription price of US$1 000 000 per share, of which US$1 allocated
as par value and US$999 999 as a share premium entitles the holder thereof to an annual dividend at a variable rate equal to three-month
SOFR + 275 basis points (2024: equal to three-month SOFR + 275 basis points). Such dividend payment rights will only accrue for as long as
there are sufficient accumulated distributable reserves in any given financial year, as well as an express declaration of dividends by the board
of directors of Arxo Finance plc. The non-cumulative redeemable preference shares may be redeemed at the earlier of three years at the
election of Arxo Finance plc or after five years at the election of the Company. The redemption of the preference shares by the Company and
Arxo Finance plc is neither planned nor likely to occur in the foreseeable future and are therefore treated by the Company as part of the net
Investment in Arxo Finance plc. Arxo Finance plc has not declared any preference dividends during the year ended 30 September 2025 (2024:
no preference dividends declared). The redemption of the preference shares may be either at the behest of the Company or the preference
shareholders, calculated as follows:
(i) the original subscription price;
(ii) all dividends which have been expressly declared and have accrued (but have not been paid); and
(iii)
any other interest arrears.
Impairment of investment in MetQ Proprietary Limited (‘MetQ’)
At 30 September 202
4
, the total cost of
the
investment in MetQ was US$4.0 million
of which US$
0.2
million was impaired during the year
ended 30 September 2022. During the year ended 30 September 2025, the operational performance of MetQ improved compared to previous
financial years. Performance of MetQ was according to expectation and consequently the Company believes that the previous identified
impairment indicator no longer exists. The total investment in MetQ of US$4.0 million was tested for impairment by determining the value in
use. The calculated recoverable amount of the investment in subsidiary exceeds the total investment and consequently a reversal of impairment
loss of US$0.2 million was recognised in other operating expenses. The discount rate used within the value in use calculation (representing
the weighted average cost of capital)
was a real discount rate of 1
3
.6%.
Impairment of investment in
Arxo Prospecting (Cyprus)
Limited (‘
Arxo Prospecting
’)
The total cost of investment in
Arxo Prospecting
of
US$
0.3
million
was tested for impairment by
perform
ing
a value in use calculation
. The
Company concluded that the recoverable amount of the investment in subsidiary is zero. Consequently an impairment charge of US$0.3 million
was recognised in other operating expenses
during the year ended 30 September 2025
.
Impairment of investment in Dinami Limited (‘Dinami’)
The Company increased its investment in Dinami by subscribing for additional shares of US$450 thousand during the year ended
30 September 2025. The total cost of investment in Dinami post the subscription was US$0.6 million. The Company performed a value in use
calculation and concluded that the recoverable amount of the investment in subsidiary is zero. Consequently an impairment charge of
US$0.6
million was recognised in other operating expenses.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
113
10.
INVESTMENTS IN SUBSIDIARIES (continued)
Impairment of investment in Salene Chrome Zimbabwe (Private) Limited (‘Salene’)
During previous financial years, the operations at Salene were put on care and maintenance resulting in the Company impairing
its investment
of US$8.8 million in Salene in full. At 30 September 2025, the operations remained on care and maintenance.
Impairment of investment in Skyler Storm (Private) Limited (‘Skyler’)
During previous financial years, the operations at S
kyler
were put on care and maintenance resulting in the Company impairing its investment
of US$
1.0
million in S
kyler
in full. At 30 September 2025, the operations remained on care and maintenance.
Judgement and estimates: r
ecoverability of investment in subsidiaries and other receivables
The recoverable amounts of the Company’s investment in subsidiaries and other receivables have been based on
either
cash flow projections
or fair value less cost to sell, as appropriate, both as at 30 September 2025 and 30 September 2024. The internal financial model is based
on the known and confirmed resources and circumstances of each investment and receivable and includes cash flow projections resulting
from approved capital projects.
The following
underlyin
g assumptions were used in the discounted cash flow model in determining the value in use recoverable amounts of
the investments in Tharisa Minerals and Karo Mining:
• a pre-tax discount rate of 13.6% (2024: 13.3%) for Tharisa Minerals and 14.3% (2024: 13.2%) for Karo Mining;
• forecast timing of cash flows reflects actual practices;
• a forecast period of 12 years (2024: 12 years) for Tharisa Minerals and a forecast period of 13 years (2024: 10 years) for Karo
Mining;
• an exchange rate of ZAR18.00:US$1 (2024: ZAR17.27:US$1);
• spot PGM basket price of US$1 802/oz (2024: US$1 545/oz) and spot chrome concentrate prices of US$275/tonne (2024:
276/tonne); and
• future ongoing capital requirements were included necessary to maintain the assets in its current conditions.
Sensitivity analyses were
performed by
increasing and decreasing
the above assumptions individually and collectively
by
10%
.
The
recoverable amounts were higher than the carrying amounts of the investments and consequently no impairment or allowance for credit
losses has been recognised. The calculated recoverable amounts are most sensitive to inputs used for forecast spot PGM basket and
chrome concentrate prices, therefore decreases in these prices could erode the headroom and result in potential impairments of these
investmen
ts
.
11.
INVESTMENT IN ASSOCIATE
Accounting policy
An associate is an investment over which the Company exercises significant influence, but not control or joint control, over
the financial and
operating policies. Associates are accounted for from the date that significant influence is obtained to the date that the Company ceases to
have significant influence
Associates are initially accounted for at cost, which includes transaction costs, when significant influence is obtained and
subsequently at
cost less accumulated impairment losses.
2025
US$’000
2024
US$’000
Investment in convertible loan notes
1
330
-
During the year ended 30 September 2025, the Company invested in convertible loan notes issued by
Methanox
Limited (‘Methanox’), a
start-up company incorporated in the United Kingdom. Methanox, founded by materials and emissions scientists, is developing palladium
dual catalytic converters for natural gas
-
powered ships
’
methane emissions
.
Th
e Company has, upon the achievement of certain milestones,
invest
ed
in t
wo
equal
tranches of convertible loan notes of GBP
0.5 million
,
with a 5% coupon. The Company may, subject to Methanox achieving certain milestones, invest in another tranche of convertible loan notes
of GBP0.5 million. The Company has strong negative control protections while holding the convertible loan notes as well as the right to
appoint one of five directors to the Methanox board. Consequently the Company believes that it has significant influence over the financial
and operational decisions of Methanox and as such has accounted for the investment as an investment in associate with a 20.0%
share.
Judgements and estimates:
significant influence
The assessment of whether there is significant influence and hence an equity
-
accounted investment may involve judgement. These
judgements typically include the extent of representation on the board of directors, other involvement in the company such as technical
committee or similar forums, any other contractual arrangements as well as the effective influence that the particular shareholding interest
provides. A different conclusion could have a significant impact on the measurement, presentation and disclo
sure of the particular investment.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
114
12.
FINANCIAL ASSETS
Accounting policy
Measurement: Financial assets at amortised cost
Financial assets at amortised cost are initially recognised at fair value, and subsequently carried at amortised cost less an
y impairment.
Measurement: Financial assets at fair value through profit or loss
Financial assets carried at fair value through profit or loss are initially reco
gnised
at fair value and transaction costs are expensed in the
statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets held at fair
value through profit or loss are included in the stat
ement of profit or loss in the period in which they arise.
Hedge accounting
The Company
does not apply hedge accounting.
Fair value
hierarchy
202
5
US$’000
202
4
US$’000
Non
-
current
financial
assets
Share
-
based payment receivables from related parties (note 2
1
)
Level 2
1
876
4
453
Current financial assets
Unlisted preference shares
–
Tharisa Minerals Proprietary Limited (note 10)
29
674
29 674
Share
-
based payment receivables from related parties (note 2
1
)
Level 2
4
442
4
892
Shares in Bank of Cyprus Public Co Limited
Level 1
144
80
34
260
34 646
Unlisted preference shares
–
Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’)
This balance represents the preference share capital that remains redeemable as at 30 September 2025 as the Company expects r
edemption
in the foreseeable future, refer to notes 10 and 23. The unlisted preference shares are stated at amortised cost which approximates their fair
value.
Shares in Bank of Cyprus Public Co Limited
The financial assets at fair value through profit or loss represent shares in Bank of Cyprus Public Co Limited that are marke
table securities
and are valued at market value at the close of business on 30 September 2025 by reference to latest available stock exchange quoted bid
prices.
These f
inancial assets
are measured
at fair value through profit or loss
.
13.
OTHER RECEIVABLES
Accounting policy
Other receivables, prepayments, deposits and dividends receivable, are non
-
derivative financial assets categorised as financial assets
measured at amortised cost. The accounting policy for
expected credit losses is disclosed in note
20
.
202
5
20
24
US$’000
US$’000
Accrued interest revenue
–
preference share dividends (note 2
1
)
13
663
4
218
Receivables from related parties (note 2
1
)
817
100
Deposits and prepayments
163
144
Other
4
4
23
14
68
7
4
485
The carrying amount of other receivables approximate its fair value.
14.
CASH AND CASH EQUIVALENTS
Accounting policy
Cash and cash equivalents comprise cash at bank, demand deposits with banks and other financial institutions, and short
-
term, highly liquid
investments held for the purpose of meeting short-term cash commitments that are readily convertible into known amounts of cash and which
are subject to insignificant risk of changes in value
and a maturity of three months or less
.
202
5
20
24
US$’000
US$’000
Cash at bank
2
324
1
499
Bank deposits
1 881
24
000
4
205
25
499
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
115
14.
CASH AND CASH EQUIVALENTS
(continued)
202
5
20
2
4
The credit exposure by
credit ratings of financial institutions are
as follows:
US$’000
US$’000
A to
A+
3
843
11
354
A
-
-
51
BB+
to BBB
-
362
14
094
4
205
25
499
As at 30
September
202
5
, US$0.3 million (202
4
: US
$0.3 million) served as security against certain credit facilities of the Company and its
subsidiaries. The amounts reflected above approximate their fair values.
15.
SHARE CAPITAL AND RESERVES
Accounting policy
: share capital
The share capital is stated at nominal value. The difference between the fair value of the consideration received by the Comp
any and the
nominal value of the share capital being issued is taken to the share premium account. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity, net of any tax effects.
Accounting policy: treasury shares
The cost of
the re
purchase
of
the Company’s
own shares is deducted from equity. Where they are purchased, issued to employees or sold, no
gain or loss is recognised in the statement of income. Such gains and losses are recognised directly in equity.
202
5
20
24
Share capital
Number of
Shares
Number of
Shares
Authorised
–
ordinary shares of US$0.001 each
10
000 000 000
10
000 000 000
Authorised
–
convertible redeemable preference shares
of US$1 each
1 051
1 051
Issued o
rdinary shares
Balance at the beginning
and end
of the year
302
596 743
302
596 743
Treasury
shares
Balance at the beginning of the year
7
392
352
2
577
049
Transferred as part of management share award plans
(2
041
463)
(21
615)
Shares repurchased
3
070
651
4
836
918
Balance at the end of the year
8
421
540
7
392
352
Issued and fully paid ordinary shares
294
175
203
295
204
391
Share capital
and premium
No shares were issued during the years ended 30 September 202
5
and 30 September 202
4
.
All shares rank equally with regard to the
Company’s residual assets. The holders of ordinary shares, other than treasury shares, are entitled to receive dividends as declared from time
to time and are entitled to one vote per share at meetings of the Comp
any.
During the year ended 30 September 202
5
,
3
070 651
(2024: 4
836
918)
ordinary shares were repurchased while 2
041 463 (2024: 21
615)
ordinary shares were transferred from treasury shares to satisfy the vesting/exercise of Conditional Awards by the participants of the Tharisa
Share Award Plan.
At 30
September 2025, 8
421 540 (2024:
7
392 352
) ordinary shares were held in treasury.
The share premium represents the excess of the issue price of ordinary shares over their nominal value, to the extent that it
is registered at the
Registrar of Companies in Cyprus, less share issue costs. The share premium is not distributable for dividend purposes. The increase in the
share premium account during the years ended 30 September 2025 and 30 September 2024 relates to the issue and allotment of ordinary
shares
to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of the Tharisa Share Award
Plan.
Other reserve
The other reserve represents a historic ordinary share issue by the Company to parties external to the Group in exchange for
preference shares
in Tharisa Minerals. The ordinary shares were issued at a price reflective of the fair value of the preference shares less share issue costs, which
was in excess of the nominal value of the ordinary shares, but the excess was not registered as share premium at the Registrar of Companies
in Cyprus, thus presented and disclosed separately from share premium. The other
reserve is not distributable for dividend purposes.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
116
15.
SHARE CAPITAL AND RESERVES
(continued)
Capital management
The Company's target is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to s
ustain future
development of the business in a way that optimises the cost of capital and matches the current strategic business plan. The Board of Directors
monitors both the demographic spread of shareholders, as well as the return on capital. Capital is defined as equity attributable to owners of
the Company. Management is aware of the risks associated to capital management. Capital needs are monitored on a regular basis and
whenever needed management takes steps to effectively manage any corresponding risks.
16.
DEFERRED TAX
202
5
20
24
US$’000
US$’000
Deferred tax liability
Dividend withholding tax
683
211
Reconciliation of deferred tax liability
Balance at the beginning of the year
211
166
Temporary differences recognised in profit or loss in relation to:
Dividend withholding tax
472
45
683
211
The deferred tax liability relates to dividend withholding tax raised on accrued
dividends amounting to US$13.7 million (2024: US$4.2 million)
which were classified as short-term receivables, as the Company expects settlement in the foreseeable future. The accrued dividends attract
dividend withholding tax at a rate of 5.0% (2024: 5.0%) upon payment. The Company raised the relevant dividend withholding tax as deferred
tax since settlement of the accrued preference dividends is expected within the foreseeabl
e future.
17.
OTHER FINANCIAL LIABILITIES
Accounting policy: financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is i
nitially measured at fair
value.
The fair value of a financial guarantee contract issued by the Company for no premium
is the present value of the difference between the net
contractual cash flows required under a debt instrument, and the net contractual cash flows that would have been required without the
guarantee.
Subsequent to initial recognition, the
financial
guarantee
liabilities relevant to the company
are mainly
measured at the
ir expected credit losses
in terms of IFRS 9.
The Company’s
liability under
a financial
guarantee
that is subsequently
measured
at its expected credit loss in terms of IFRS 9 is determined
based on the cash shortfalls representative of the expected payments to reimburse the holder for a credit loss that it incurs less any amounts
that the entity (issuer) expects to receive from the holder, the debtor or any other party.
202
5
20
24
US$’000
US$’000
Non
-
current
Cash
-
settled share
-
based payment liability
15
-
Current
Accruals
3
09
370
Financial guarantee contract liability (note
20
)
5
230
4
972
Other payables
705
670
Payables to related parties (note 2
1
)
1
771
1
773
8
01
5
7
785
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
117
17.
OTHER FINANCIAL LIABILITIES (continued)
Cash
-
settled share
-
based payment liability
At each reporting date and vesting date, the cash-settled share-based payment liability for the cash payment relating to the 2024 Cash Award
is measured/remeasured at fair value. The fair value is determined by present valuing the share price at reporting date (30 September 2025)
less the expected dividends and by using the following inputs:
2024 Cash
Award
Spot price
ZAR24.20
Exchange rate ZAR: US$
17.28
Dividend yield
3.36%
Risk
-
free interest rate (swap yield curve)
6.66%
Forfeiture assumption
10
.
64
%
Financial guarantee contract liability
The Company issued financial guarantee contracts to the related party creditors of Skyler Storm (Private) Limited and Salene
Chrome Zimbabwe
(Private) Limited. These financial guarantee contracts were effective for the entire years ended 30 September 2025 and 30 September 2024.
The recognised value linked to these financial guarantee contracts represent the expected cash shortfalls in settling these receivables which
the Company would need to reimburse the holders for, if called upon. Refer to the financial guarantee credit risk and liquidity risk disclosures
in note
20
.
The amounts reflected above approximate their fair values.
18.
OPERATING CASH FLOWS BEFORE CHANGES IN WORKING CAPITAL
202
5
20
24
US$’000
US$’000
Profit for the year
45
573
22
793
Adjustments for:
Net movement in impairment losses for investments in subsidiaries (note 10)
717
1
040
E
xpected credit losses
/
(
r
eversal of expected credit losses)
(note 1
7
)
1 062
(723)
Changes in fair value of financial assets at fair value through profit or loss (note
20
)
(196)
(173)
Dividend income (note 5)
(44
810)
(16
004)
Interest revenue (note 5)
(10
593)
(12
746)
Finance income (note 8)
(3
4
1)
(617)
Foreign exchange loss/(gain)
330
(554)
Tax (note 9)
709
725
Share
-
based payments (note 4)
28
42
Operating cash flows before changes in working capital
(7
521)
(6
217)
19.
DIRECTORS INTEREST IN STATED CAPITAL
202
5
20
24
%
%
LC Pouroulis
0.51
0.42
P Pouroulis
2.83
2.73
MG Jones
0.22
0.24
C Bell
0.02
0.02
Total
3.58
3.41
Where a member of the Board of Directors holds no direct or indirect interest, the director is not reflected in the table abo
ve.
There has been
no change in the Director’s interests in the share capital of the Company between the end of the financial year and the date of the approval of
the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
118
20.
FINANCIAL RISK MANAGEMENT
Accounting policy
: classification
The Company classifies its financial instruments in the following categories:
• At fair value through profit or loss
• At amortised cost
The Company determines the classification of financial assets at initial recognition. The classification of debt instruments
is driven by the
Company’s business model for managing the financial assets and their contractual cash flow characteristics.
In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are
‘solely payments of
principal and interest’ (‘SPPI’) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial
assets, or both.
Equity instruments that are held for trading are classified at fair value through profit or loss, for other equity instrument
s, on the day of
acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at fair value through
other comprehensive income. Financial liabilities are measured at amortised cost, unless they are required to be measured at fair value
through profit or loss (such as derivatives) or the
Company
has designated to measure them at f
air value through profit or loss.
The following table presents the classification of financial instruments:
Financial assets
Classification
F
inancial
assets
Investment in equity instruments
Fair value through profit or loss
Investments in unlisted preference shares
–
Tharisa Minerals Proprietary Limited
Amortised cost
Investments in unlisted preference shares
–
Arxo Finance plc
Fair value through profit or loss
Other receivables
Amortised cost
Cash and cash equivalents
Amortised cost
Financial liabilities
Classification
Cash
-
settled share
-
based payment liability
Fair value through profit or loss
Other payables
Amortised cost
Accounting policy:
expected credit losses/
Impairment
of financial assets
Impairment requirements are based on expected credit losses (expected credit loss model). Expected credit losses (‘ECLs’) are
an estimate
of credit losses over the life of a financial instrument and are recognised as a loss allowance or provision. The amount of ECLs to be recognised
depends on the extent of credit deterioration since initial recognition. The Company applies the expected credit loss model to all debt
instruments classified as measured at amortised cost
.
The general approach requires the assessment of financial assets to be split into 3 stages:
Stage 1: no significant deterioration in credit quality. This identifies financial assets as having a low credit risk, and th
e asset is considered
to be performing as anticipated. At this stage, a 12-month expected credit loss assessment is required.
Stage 2: significant deterioration in credit quality of the financial asset but no indication of a credit loss event. This stage identifies assets as
under-performing. Lifetime expected credit losses are required to be assessed.
Stage 3: clear and objective evidence of impairment is present. This stage identifies assets as non-performing financial instruments. Lifetime
expected credit losses are required to be assessed.
Once a default has occurred, it is considered a deterioration of credit risk and therefore an increase in the credit risk.
The Company considers a wide variety of indicators when assessing the increase in credit risk as well as the probability of t
he default
happening for impairment purposes. Some indicators considered include: Significant changes in the expected performance and behaviour
of the debtor; past due information; significant changes in external market indicators including market information related to the debtor,
existing or forecast adverse changes in business, financial or economic conditions; an actual or expected significant adverse change in the
regulatory, economic, or technological environment; actual or expected significant internal credit rating downgrade or decrease; actual or
expected significant change in the operating results of the debtor.
The expected credit loss value is determined as the estimated cash shortfall that would be incurred, multiplied by the probab
ility of the default
occurring.
Measurement: Financial assets and liabilities at amortised cost
Financial assets and liabilities at amortised cost are initially recognised at fair value
. Financial assets are subsequently carried at amortised
cost
less any impairment
/expected credit loss allowance while financial liabilities are subsequently carried at amortised cost.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
119
20.
FINANCIAL RISK MANAGEMENT
(continued)
Accounting policy:
expected credit losses/
Impairment
of financial assets (continued)
Measurement: Financial assets and liabilities at fair value through profit or loss
Financial assets and liabilities carried at fair value through profit or loss are initially recorded at fair value and transa
ction costs are expensed
in the statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets and
liabilities held at fair value through profit or loss are included in the statement of profit or loss in the period in which
they arise.
Derecognition: Financial assets
The Company derecognises financial assets only when the contractual rights to cash flows from the financial assets expire, or
when it
transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on
derecognition are generally recognised in the statement of profit or loss.
Derecognition: Financial liabilities
The Company derecognises financial liabilities only when its obligations under the financial liabilities are discharged, canc
elled or expired.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-
cash assets transferred or liabilities assumed, is recognised in the statement of profit or loss.
In the ordinary course of business the Company is exposed to credit risk, liquidity risk, and market risk. This note presents
information about
the Company's exposure to each of the aforementioned risks and its objectives, policies and processes for measuring and managing risks.
Further quantitative disclosures are included throughout this note.
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framew
ork.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contra
ctual obligations and arises
principally from the Company’s financial assets
and issued financial guarantee contracts
.
Credit risk from the Company’s financial assets
The most significant exposure
f
o
r
the Company to credit risk is repr
esented by the carrying amount
of receivables from related parties
, other
financial assets and receivables, unlisted preference share investments in subsidiaries
and cash and cash
equivalents.
Financial assets, other receivables and unlisted preference share investments in subsidiaries
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each party. However, manageme
nt also considers
the demographics of each party including the default risk of the industry and country in which they operate, as these factors may have an
influence on credit risk. In monitoring credit risk, management reviews on a regular basis the ageing and the current and anticipated financial
position and profitability of entities included in receivables from related parties, unlisted preference share investment in Tharisa Minerals
Proprietary Limited
and Arxo Finance plc
and other financial assets and receivables.
The Company establishes an allowance for credit losses that represents its estimate of expected credit losses. The main compo
nent of this
allowance is a specific loss component that relates to individually significant credit risk exposures. At the reporting date, the Board of Directors
is of the opinion that the expected credit loss provision raised during previous financial years against the balances owing by Salene Chrome
Zimbabwe (Private) Limited (‘Salene’) of US$175 thousand and Skyler Storm (Private) Limited (‘Skyler’) of US$85 thousand remains a fair
reflection of the potential risk of default and counterparties potentially not having the ability in the foreseeable future to satisfy their contractual
cash flow obligations to the Company.
The credit risk linked to the receivables from Salene and Skyler remains significant at 30
September
202
5
due to their inability to meet their
contractual cash flow obligations which are as a result of operations that have temporarily been stopped and which remain on care and
maintenance for a prolonged period of time. The Company raised a stage 2 lifetime expected credit loss provision for these receivables based
on the estimated cash shortfall determined as the expected difference between the contractual cash flows due and the expected cash flows to
be received from these subsidiaries, for which consideration was given to the probability of the expected success of the mining projects which
are currently in progress within these entities
.
A reconciliation of the expected credit loss provision on the Company’s financial assets:
Receivables from related parties
202
5
202
4
US$’000
US$’000
Opening balance
260
260
Expected credit loss charged to profit or loss
–
receivables from related parties
768
-
Closing balance
1
028
260
T
he other carrying amounts
in terms of other financial assets and
receivable
s, receivables
from related parties and
the unlisted preference share
investment in Tharisa Minerals are not considered to be impaired nor having a material expected credit loss to be raised as the counterparties
are viewed as having a low risk of default, strong capacity to meet their contractual cash flow obligations and adverse changes in economic and
business conditions
are
not expected to significantly impact the ability to meet contractual cash flow
obligations
.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
120
20.
FINANCIAL RISK MANAGEMENT
(continued)
Credit risk (continued)
Cash and cash equivalents
The Company limits its exposures on cash and cash equivalents by dealing only with well
-
established financial institutions
of
high
-
quality credit
standing. At the reporting date, the majority of the Company’s cash resources was deposited with Bank of Cyprus and HSBC (Hong Kong). A
counter party credit risk analysis is undertaken by the Company at least bi
-
annually.
The maximum exposure to credit risk at the reporting date
for the company is reflected by the gross carrying amount of financial assets as
disclosed below
:
202
5
20
24
US$’000
US$’000
Unlisted preference share investments in Tharisa Minerals Proprietary Limited
135
720
135
720
Unlisted preference share investments in Arxo Finance plc
19
524
18
237
Non
-
current financial assets
1
876
4
453
Current financial assets
34
260
34
646
Other receivables
14
686
4
485
Cash and cash equivalents
4
205
25
499
210
271
223
040
Credit risk from the Company’s issued financial guarantee contracts
From the financial guarantee contracts issued by the Company as
disclosed in note 2
1
, o
nly the financial guarantee contracts issued to the
related party creditors of Salene and Skyler, with a gross credit risk exposure of US$7.9 million and US$1.3 million respectively (2024
:
US$
8.1
million and US$1.
3
million respectively), w
ere
assessed and determined to require the recognition of an expected credit loss.
During
previous financial years
, the Company recognised an
expected credit loss provision, representing a stage 2 lifetime expected credit loss,
as a result of a significant increase in credit risk due to the deteriorating ability of these entities to meet their contractual cash flow obligations.
The expected credit loss provision raised amounting to US$5.7 million on these
financial guarantees were based on potential cash shortfalls by
Salene and Skyler, after taking their future expected ability to settle the payments due to the creditors into account, for w
hich consideration was
given to their operations that have temporarily been halted, remaining on care maintenance for a prolonged period of time as well as
the probability
of the success of the mining projects which are currently in progress within these entities. The expected credit loss represe
nts the potential
payments to be made by the Company to reimburse these creditors for a credit loss that they could potentially incur if the financial
guarantees
are called upon by these creditors.
During the year ended 30 September 2024, the Company subscribed
for
additional share capital in Salene amounting to US$2.35 million (refer
to note 10). The additional cost of investment was immediately impaired. The additional capital enabled Salene to settle some of its c
ommitments
resulting in a reduced credit risk exposure to the Company. Consequently
and considering exposure to commitments that arose during the year
ended 30 September 2024, the Company reversed US$1.7 million of the previously recognised credit loss provision relating to Salene.
However,
since operational circumstances at Skyler at 30 September 2024 remained unchanged from 30 September 2023,
the Company increased its
expected credit loss provision relating to Skyler by US$1.0 million resulting in a total net reversal (including Salene and Skyler)
of the expected
credit loss provision of US$
0
.
7
million.
Operational circumstances at both Salene and Skyler remained unchanged during the year ended 30 September 2025 and consequent
ly
t
he
Company further increased its expected credit loss provision relating to Skyler by US$0.1 million and also increased its
expected credit loss
provision relating to S
alene
by US$
0
.
3
million
.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’
s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabil
ities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Management is aware of the a
bove risk.
Liquidity risk is monitored on a regular basis and management is taking s
teps deemed necessary to manage the corresponding risk. This excludes
the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, fi
nancial risk
management may not be possible for instances whe
re weakened commodity prices exist, forecast production not being achieved and funding is
not raised.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
121
20.
FINANCIAL RISK MANAGEMENT
(continued)
The following table presents the remaining contractual maturities of the
Company’
s financial liabilities at the end of the reporting period, which
are based on contr
actual undiscounted cash flows
and the earliest date the
Company
can be required to pay:
Contractual undiscounted cash flow
Within 1 year
or on
demand
Between 2
and
5
years
Total
Carrying
amount
30 September 202
5
US$’000
US$’000
US$’000
US$’000
Other financial liabilities
2
786
-
2
786
2
786
Financial guarantees
79
976
27
115
107
091
5
230
30 September 2024
Other financial liabilities
2
813
-
2
813
2
813
Financial guarantees
38
896
37
720
76
616
4
972
The values disclosed for the
f
inancial guarantees within the liquidity risk maturity analyses represent the gross value
of financial guarantees
the Company has issued while the carrying amount represents the amount related to these guarantees as included in the statement of financial
position.
Market
risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Company's
income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable
parameters, while optimising the return.
Equity price risk
Equity price risk is the risk that changes in equity prices will affect the Company’s income or the value of its investment h
oldings. The maximum
exposure to equity price risk is represented by the carrying amount of investments in unlisted shares as disclosed in note 10 to the financial
statements.
The Board of Directors has performed an impairment assessment of the investments in subsidiaries based on the higher of value
in use or the
fair value less cost to sell and has concluded that indications of impairment were present at 30 September 2025 and 30 September 2024.
Certain investments were impaired during the years ended 30 September 202
5
and 30 September 202
4
. Refer to note 1
0
.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates
. The Company's income
and operating cash flows are substantially dependent on changes in market interest rates. Other than cash at bank which attracts interest at
normal commercial rates and investments in preference shares of subsidiary companies, the Company has no other significant interest-bearing
financial assets. Management is aware of the above risks. Interest rate risk is monitored on a regular basis and management is taking steps
deemed necessary in an attempt to manage the corresponding
risk.
At the reporting date the interest rate profile of interest
-
bearing financial instruments were:
Effective interest rate
20
2
5
20
2
4
Unlisted preference shares
20
2
5
20
2
4
US$’000
US$’000
Unlisted preference shares
in Tharisa Minerals Proprietary
Limited (non
-
current)
12
-
month SOFR
+ 1.7%
12
-
month SOFR
+ 1.7%
135
720
135
720
Unlisted preference shares
in Tharisa Minerals Proprietary
Limited (current)
12
-
month SOFR
+ 1.7%
12
-
month SOFR
+ 1.7%
29
674
29
674
Unlisted preference shares
in Arxo Finance plc
3
-
month SOFR +
2.75%
3
-
month SOFR +
2.75%
19
524
18
237
184
918
183
631
Sensitivity analysis
An
increase of 100 basis points in interest rates at the reporting date would have increased equity and profit or loss by approx
imately
US$1.9 million (2024: US$1.9 million). This analysis assumes that all other variables and in particular foreign exchange rates, remain constant.
The analysis is performed on the same basis for 30 September 2024. A decrease of 100 basis points in interest rates at the reporting date
would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain
constant.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
122
20.
FINANCIAL RISK MANAGEMENT
(continued)
Market ris
k
(continued)
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Cu
rrency risk arises
when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's functional
currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the exchange
rate movement in South African Rand (‘ZAR’), British Pound (‘GBP’) and Euro (‘€’) against the US$. Management is aware of the above risk.
Currency risk arising from currency fluctuations is monitored on a regular basis and management is taking steps deemed necessary to manage
the corresponding risk.
The following table details the Company’s exposure at the end of the reporting period to currency risk arising from recognize
d
financial
assets
and financial liabilities denominated in a currency other than the functional currency of the Company. For presentation purposes, the amounts
of the exposure are presented in US$, translated using the spot rate at the reporting date. The spot rates used at the reporting date against the
US$ are US$:ZAR 17.28 (2024: 17.27); US$:EUR 0.85 (2024: 0.90) and US$:GBP 0.74
(2024: 0.75).
202
5
2024
Amounts in US$’000
€
ZAR
GBP
€
ZAR
GBP
Financial assets
145
627
-
-
9
344
-
Other receivables
49
44
54
8
43
67
Cash and cash equivalents
31
1
861
466
35
59
9
Other payables
(284)
(26)
-
(242)
(103)
-
Current tax liabilities
(206)
-
-
(190)
-
-
(265)
2 506
520
(389)
9
343
76
Sensitivity analysis
A 10% strengthening of the US$ against the currencies disclosed in the previous table at 30 September 20
25 and 30 September 2024
, would
have increased/(decreased) equity and profit or loss by the amounts disclosed in the following table. This analysis assumes that all other
variables, in particular interest rates, remain constant. For a 10% weakening of the US$ against the relevant currency, there would be an equal
and opposite impact on the profit or loss and equity.
P
rofit or loss
and equity
202
5
20
24
US$’000
US$’000
ZAR
(
225
)
(849)
€
69
67
GBP
(47)
(7)
(146)
(789)
Fair values
The Board of Directors considered that the fair values of significant financial assets and liabilities approximate to their c
arrying amounts at the
reporting date.
Fair value hierarchy
The carrying value of the Company’s financial instruments at fair value through profit or loss at the end of the reporting pe
riod across the three
levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, is represented by the carrying amounts of the financial assets.
The fair value is categorised in its entirety based on the lowest level of input that is significant to that fair value measurement. The levels are
defined as
follows:
•
Level 1
-
quoted prices (unadjusted) in active markets for identical assets or
liabilities.
• Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from
prices).
• Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
123
20.
FINANCIAL RISK MANAGEMENT
(continued)
Fair values
(continued)
Fair value
Fair value
202
5
20
24
Valuation technique
Financial instrument
level
US$’000
US$’000
and key inputs
Financial assets measured at fair value
Investments in equity instruments
-
Shares
in Bank of Cyprus Public Co Limited
Level 1
145 80 Quoted market price for the same
instrument
Preference share investment
–
Arxo Finance
plc
Level
3
19 524 18 237 Discounted cash flow model based on
quoted market interest rates
Financial liabilities measured at fair value
Cash
-
settled share
-
based payment liability
Level 3
15
-
Closing quoted share price and
observable
market information
There have been no transfers between fair value hierarchy levels in the current year. The movement in the fair value of the A
rxo Finance plc
preference share investment consists of the notional unwinding of finance income of US$1.1 million (2024: US$1.5 million) (note 21) and the
fair value adjustment of US$0.1 million (2024: US$0.1 million). The three-month SOFR was used to determine the fair value of the preference
share investment in Arxo Finance plc. An increase of 100 basis points in the three-month SOFR at the reporting date would have increased
equity and profit or loss by approximately US$2 thousand (2024: US$2 thousand).
Fair value gains and losses recognised in the financial instruments during the year:
2025
2024
Changes in fair value of financial assets at fair value through profit or loss
US$’000
US$’000
Investments in equity instruments
-
Shares in Bank of Cyprus Public Co Limited
65
32
Preference share investment
–
Arxo Finance plc
139
141
Cash
-
settled share
-
based payment liability
(8)
-
196
173
21.
RELATED PARTY TRANSACTIONS
Related party transactions exist between shareholders, subsidiaries of the Company,
the associate
and its directors.
202
5
20
2
4
Revenue
US$’000
US$’000
Dividend income
(note 5)
Arxo Resources Limited
42
000
16 000
Arxo Logistics Proprietary Limited
2
801
-
Interest revenue
–
preference share dividends
(note 5)
Tharisa Minerals Proprietary Limited
9
445
11
292
Interest revenue
–
notional unwinding of finance income on preference shares
(note 5)
Arxo Finance plc
1
148
1
454
55
394
28
746
Administration fees
(note 7)
Tharisa Administration Services Limited
424
221
Tharisa Minerals Proprietary Limited
-
40
Braeston Proprietary Limited
4
082
3
547
Karo Mining Holdings plc
-
5
4
50
6
3
813
Non
-
current share
-
based payment receivables
(note 1
2
)
Arxo Logistics Proprietary Limited
31
88
Arxo Metals Proprietary Limited
45
82
Arxo Resources Limited
114
289
Braeston Proprietary Limited
1
175
2
963
Dinami Limited
35
71
MetQ Proprietary Limited
11
9
Tharisa Administration Services Limited
118
284
Tharisa Minerals Proprietary Limited
254
586
Tharisa Fujian Industrial Co., Limited
36
36
Redox One Limited
57
45
1
876
4
453
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
124
21.
RELATED PARTY TRANSACTIONS
(continued)
202
5
20
24
Current share
-
based payment receivables
(note 1
2
)
US$’000
US$’000
Arxo Logistics Proprietary Limited
100
116
Arxo Metals Proprietary Limited
66
85
Arxo Resources Limited
312
360
Braeston Proprietary Limited
3
259
3
538
Dinami Limited
71
91
Tharisa Minerals Proprietary Limited
333
525
Tharisa Administration Services Limited
301
177
4
442
4
892
Other receivables from related parties
(note 1
3
)
Arxo Finance plc
39
2
Arxo Resources Limited
39
47
Karo Mining Holdings plc
15
46
Karo Zimbabwe Holdings (Private)
Limited
5
5
Redox One Limited
693
-
Tharisa
Investments
Limited
26
-
817
100
Receivables from related parties are unsecured, interest free and with no fixed repayment dates. The Company has issued finan
cial support
commitments to Tharisa Investments Limited, Tharisa Fujian Industrial Co., Limited, Salene Chrome Zimbabwe (Private) Limited and Skyler
Storm (Private) Limited
.
Share
-
based
payment receivables represent receivables from related parties and include a non
-
current and current share
-
based payment asset
totalling US$6.3 million (2024: US$9.3 million) for the reimbursement for the settlement of the portion of the LTIP and SARS awards on behalf
of subsidiary companies
.
202
5
20
24
Accrued interest revenue
–
preference share dividends receivable
(note 1
3
)
US$’000
US$’000
Tharisa Minerals Proprietary Limited
13
663
4
218
Payables to related parties
(note 1
7
)
Braeston Proprietary Limited
1
525
1
272
Tharisa Minerals Proprietary Limited
-
1
Tharisa Administration Services Limited
120
41
Tharisa Investments Limited
-
65
Redox One Limited
-
113
Arxo Prospecting (Cyprus) Limited
-
60
Arxo Exploration (Cyprus) Limited
-
81
Karo Platinum (Private) Limited
29
29
1
674
1
662
Amounts due to Directors
and former Directors
J Salter
19
22
O Kamal
12
12
C Bell
18
22
R Davey
14
19
G Zvaravanhu
16
17
C Hao
9
9
S Lo Wai Man
9
9
97
110
1
771
1
772
Guarantees and financial support commitments to related parties
The Company issued a guarantee
limited to US$10.0 million (2024: US$10.0 million) as a security for trade finance facilities provided by a bank
to Arxo Resources Limited.
The Company issued financial guarantee contracts to related party creditors of
Salene Chrome Zimbabwe (Private) Limited
and
Skyler Storm
(Private) Limited. The total maximum exposure to related party creditors is US$7.9 million (2024: US$8.1 million) and US$1.3 million (2024:
US$1.3 million) for Salene Chrome Zimbabwe (Private) Limited and Skyler Storm (Private) Limited respectively (refer to note
20
).
The Company issued a guarantee limited to US$17.4 million (ZAR300.0 million) (2024: US$17.4 million (ZAR300.0 million)) to Ab
sa Bank
Limited in respect of the Commercial Asset Finance and overdraft facilities of Tharisa Minerals Proprietary Limited.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2025
125
21.
RELATED PARTY TRANSACTIONS (continued)
Guarantees and financial support commitments to related parties
(continued)
The Company issued a guarantee limited to US$17.4 million (ZAR300.0 million)
as security for the term loan and revolving facilities provided
by a bank to
Tharisa Minerals Proprietary Limited.
Karo Mining Holdings plc, a subsidiary of the Company, issued fixed income notes with a tenor of three years on 16 December 2
022 listed on
the Victoria Falls Stock Exchange to the value of US$26.8 million to external subscribers and US$10.0 million to Arxo Finance plc. The Company
guarantees the capital repayment and interest of subscribers.
The Company issued a guarantee to Absa Bank Limited which guarantees payment of certain liabilities of Arxo Logistics Proprie
tary Limited to
Transnet amounting
to US$1.1 million (ZAR19.4 million) (2024: US$
1.
1
million (ZAR19.4 million)).
The Company has issued financial support commitments to its subsidiaries, Tharisa Investments Limited and Tharisa Fujian Indu
strial Co. Ltd,
confirming that it will continue to provide funding to the companies in order to enable the entities to continue as going concerns and meet all
their liabilities as they fall due.
Tharisa Minerals Proprietary
Limited entered into an equipment loan facility of US$35.0 million (2024: US$35
.0 million) with Caterpillar Financial
Services Corporation. The equipment loan facility is secured by a first notarial bond over the equipment and is guaranteed by
the Company.
The Company
guarantees a total of US$8.7 million (ZAR150 million) (2024: US$8.1 million (ZAR153 million)) to third party suppliers of
Tharisa Minerals Proprietary Limited.
Relationship between related parties and entities
J Salter, C Bell, R Davey
,
S Lo Wai Man
, C Hao and G
Zvaravanhu are directors of the Company while A Djakouris
and O Kamal are former
directors of the Company.
Refer
to note 10 for details
of the Company’s subsidiaries.
22.
CONTINGENT LIABILITIES
As at 30 September 202
5
, there is no litigation (20
24
: no litigation), current or pending, which is considered likely to have a material adverse
effect on the Company. The Company had no other contingent liabilities at 30 September 202
5
(20
24
: no contingent liabilities).
23.
EVENTS AFTER THE REPORTING PERIOD
Accounting policy
Assets and liabilities are adjusted for events that occurred during the period from the reporting date to the date of approva
l of the financial
statements by the Board of Directors, when these events provide additional information for the valuation of amounts relating to events existing
at the reporting date or imply that the going concern concept in relation to part or whole of the Company is not appropriate.
During October 2025, Tharisa
Minerals (Proprietary) Limited
settled the accumulated preference dividend amounting to US$13.7 million
(note
13
) and also
redeemed US$20.1 million of the pref
erence
shares classified in current financial assets
(note
12
)
.
On 7 November 2025,
bondholders of Karo Mining Holdings plc
voted in favour of extending the
maturity date
(1 December 2025)
of the existing
notes by an additional three years to 1 December 2028. The Company has continued to guarantee the capital repayments and the semi-annual
coupon payments.
Subsequent to 30 September 2025, the Company subscribed to an additional
1 878
shares in Karo Mining Holdings plc (‘Karo Mining’) for a
cash subscription of US$13.5 million. The additional shares represent 0.64% of the issued share capital of Karo Mining increasing the
Company’s effective shareholding in Karo Mining to 78.
81
%. The non
-
controlling shareholders did not subscribe for additional shares.
During November 2025
and
in accordance with the terms of
the Company’s
share repurchase programme
, 473
581 ordinary shares were
repurchased.
On 27 November
202
5
, the Board has proposed a final
dividend
of US
1.5
cents
per share, subject to the necessary shareholder approval at
the Annual General Meeting.
The Board of Directors are not aware of any
other
matter or circumstance arising since the end of the financial year that will impact these
financial results.
24.
DIVIDENDS
Accounting policy
Dividends are recognized as a liability in the period they are declared according to International Accounting Standard 10.
During the year ended 30 September 202
5
, the Company
declared and paid a final
dividend of US 3.0 cents per share in respect of the financial
year ended 30 September 2024. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the
financial year
ended 30 September 202
5
.
During the year ended 30 September 2024, the Company
declared and paid a final dividend of US 2.0 cents per share in respect of the financial
year ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of
the financial year
ended 30 September 2024
.
.
CORPORATE GOVERNANCE REPORT
126
CHAPTER: PURPOSE-DRIVEN GOVERNANCE
SECTION: OUR DIVERSE AND INDEPENDENT BOARD
L1 Board composition
Tharisa has a unitary board which leads and controls the Company. It comprises three Executive Directors and seven Non-
Executive Directors. Five of the seven Non-Executive Directors are independent.
Executive Directors
Loucas Pouroulis – Executive Chairman
Phoevos Pouroulis – CEO
Michael Jones – CFO
Independent Non-
Executive Directors
Carol Bell – Lead Independent Director
David Salter
Omar Kamal (Resigned 30 September 2025)
Roger Davey
Gloria Zvaravanhu
Non-Executive
Directors
Shelley Wai Man Lo
Hao Chen
The Board is structured so that there is a clear balance of authority to ensure that no one director has unfettered powers. The
size of the Board is regulated by the Company’s Articles of Association and directors are appointed through a formal process.
The Nomination Committee identifies suitable candidates for appointment as directors. Directors are required to be individuals
of calibre and credibility with the requisite skills and experience to bring judgement, independent of management, on issues of
strategy, performance, resources, diversity, standards of conduct and evaluation of performance. Merit, commitment, integrity
and diversity are core considerations in ensuring that the Board and our committees have an appropriate blend and balance of
perspectives, knowledge and experience to discharge their duties effectively and competently regarding the strategic direction
of the Group.
L2 Board diversity
L3 Gender
Male 7 Female 3
70% 30%
L3 Experience*
5 Mining and metallurgy
1 Energy, oil and gas
5 Finance
6 Strategy and risk
3 Commodity markets
1 Information technology
* Please note that some Board members have skills and expertise in more than one area.
CORPORATE GOVERNANCE REPORT
127
L3 Age (%)
41 to 50 years 51 to 60 years 61 to 70 years 71 to 80 years >80 years
30 20 30 10 10
L3 Tenure (%)
1 to 5 years 5 to 10 years >10 years
30 20 50
L3 Independence (%)
Executive
Independent Non-Executive
Directors
Non-Executive Directors
30 50 20
L3 Nationalities (%)
Cyprus South Africa United Kingdom
Peoples
Republic of
China
Zimbabwe Jordan
20 10 30 20 10 10
The Nomination Committee reviews and assesses the Board’s size, structure and composition on an ongoing basis to ensure
it is appropriately diversified. This assessment takes into consideration that the perspective of Board members is influenced by
a combination of three different sets of attributes:
□ experiential attributes such as skills, education, functional experience, industry experience and accomplishments
□ demographic attributes such as gender, race, ethnicity, culture, religion, generational cohort and
□ personal attributes such as personality, interests and values. The Board recognises that having a blend of attributes across all
facets of diversity will lead to more thorough and robust decision-making processes and direction and therefore strives to ensure
its diverse composition.
Acknowledging the benefits that can be achieved through diversity, and specifically the meaningful participation of women who
possess the appropriate skills and experience as members of the Board, the Board will continue to focus on the long-term goal
of improving gender representation at Board level. At present, the three female directors represent 30% of the total number of
directors and 43% of the non-executive directors.
Recognising the value of age and ethnic and cultural diversity at Board level, the Board encourages the inclusion and
consideration of prospective candidates’ backgrounds and a range of suitable skills based on merit and against objective criteria,
and with due regard for the benefits of diversity on the Board.
In compliance with King IV, JSE requirements and international best practice, the Board has a Board-level diversity policy without
voluntary targets with regard to gender and racial diversification of the Board.
The Nomination Committee and the Board are committed to maintaining a diverse Board of Directors with appropriate skills,
without setting numerical targets. When undertaking searches for new Board members, diversity and inclusion are key
considerations within these processes, alongside recruiting for skills and experience relevant to governing the Company
effectively. The Board will also pursue opportunities to increase the number of female and racially and ethnically diverse Board
members over time, provided that it is consistent with the skills and diversity requirements of the Board.
CORPORATE GOVERNANCE REPORT
128
The Nomination Committee also monitors the balance of executive and non-executive directors. The Board believes there is
an appropriate balance between executive and non-executive directors and is satisfied that the current members collectively
have the skills, knowledge and experience to discharge the responsibilities of the Board effectively to achieve the Group’s
objectives, promote shareholder interests and create long-term value for stakeholders.
L1 Board of directors
Committee key:
● Audit Committee ● Social and Ethics
Committee
● Risk Committee ● New Business Committee
● Nomination Committee
Remuneration Committee
● Climate Change and
Sustainability Committee
● Safety, Health and Environment
Committee
Chairman
● Audit Committee By invitation
L2 Executive directors
Loucas Pouroulis (87)
Chairman
Appointed: 27 October 2010
Mining and Metallurgical Engineering (Hons)
(National Technical University, Athens, Greece)
Loucas Pouroulis is the Executive Chairman of the Group, with the
responsibility of developing strategy and identifying new
opportunities for the Group. He began his career in Cyprus in 1962
and his initial postgraduate training took place in Germany,
Sweden and Cyprus. Loucas is trained as a mining and
metallurgical engineer and has more than 60 years’ experience in
mining exploration, project management, financing and production
in open-pit and underground mining operations, including PGM
and gold mines. He immigrated to South Africa in 1964 and joined
Anglo American where he rose rapidly through the management
ranks and received extensive training and experience. In 1971,
Loucas began to pursue his own mining interests, initially focusing
on gold mining opportunities that were considered uneconomical
by the majors. By the 1990s, he had established Petra Diamonds
and since 2000, has established Eland Platinum, Tharisa, Kameni,
Keaton Energy, Salene Chrome and the Karo Mining Group.
Phoevos Pouroulis (51)
Chief Executive Officer (CEO)
Appointed: 27 October 2010
Bachelor of Science and Business Administration
(Boston University, USA)
Phoevos Pouroulis is the Chief Executive Officer of the Group,
with responsibility for overall strategy and management. Phoevos
has held various senior managerial and operational positions in his
career, which spans more than 20 years. He has extensive
experience in project management, mining design, commissioning
and mining operations including coal, chrome and PGM mines,
and has been involved in South Africa’s mining industry since
2003. He has served as Commercial Director for Chromex Mining
and was a founding member of Keaton Energy. Phoevos currently
serves on the board of the World Platinum Investment Council.
CORPORATE GOVERNANCE REPORT
129
Michael Jones (63)
Chief Finance Officer (CFO)
Appointed: 30 January 2013
Bachelor of Accounting (University of KwaZulu-Natal,
Pietermaritzburg, South Africa); CA(SA); Member of
the South African Institute of Chartered Accountants
● ●
Michael Jones is the Chief Finance Officer of the Group and is
responsible for the overall financial operation, funding and financial
reporting management of the Group. Michael has more than 14
years’ executive financial management experience in the mining
sector. He also has over 20 years’ experience in investment
banking and focuses on mergers and acquisitions and capital-
raising of equity and debt.
L2 Independent non-executive directors
Carol Bell (67)
Lead Independent Director from 1 October 2021
Appointed: 22 March 2016
Master of Arts in Natural Sciences (University of
Cambridge); PhD Archaeology (University College,
London)
●
●
●●●
●●
Carol Bell has more than 40 years’ experience in the energy and
allied industries, including a successful career as a Managing
Director of Chase Manhattan Bank’s Global Oil & Gas Group,
Head of European Equity Research at JP Morgan and several
years as an equity research analyst in the oil and gas sector at
Credit Suisse First Boston and UBS Phillips & Drew. Carol began
her career in corporate planning and business development at
Charterhouse Petroleum and RTZ Oil and Gas. She has broad
public company experience and currently serves on the Bonheur
board in Norway. She is the first woman to join the board of The
Football Association of Wales and is a founder-director of Chapter
Zero (a network for non-executive directors to engage with climate
risk) and the Senior Independent Director of the National Physical
Laboratory.
.
David Salter (67)
Independent Non-Executive Director
Appointed: 27 October 2010
Bachelor of Science Engineering (Hons); PhD in
Mineral Technology (Imperial College, London);
Fellow of the South African Institute of Mining and
Metallurgy (FSAIMM)
●
●
●
●
●
David Salter has more than 30 years’ experience in developing
and managing mining companies, including open-pit and
underground PGM mining operations. David’s most recent public
company roles were as Chairman of Keaton Energy until its sale to
Wescoal in 2017 and Managing Director of Eland Platinum until its
sale to Xstrata in 2007. He serves on the board of Sirius Finance
(Cyprus) Limited and is a non-executive director of several unlisted
companies in the mining, property and agricultural sectors.
CORPORATE GOVERNANCE REPORT
130
Omar Kamal (53)
Independent Non-Executive Director
Appointed: 11 June 2014
Resigned: 30 September 2025
Bachelor in Economics and Political Science
(University of Jordan); PhD in Management (Finance
and Banking) (Coventry University in collaboration
with Harvard Islamic Finance Programme at Harvard
University)
● ●
●
Omar Kamal has more than 29 years’ international experience in
banking, investment management, strategic advisory services and
high-growth entrepreneurship. He has served at high-growth
companies and multibillion-dollar corporates in various executive
capacities. Until August 2015, he was the co-Group CEO of a
business group owned by a prominent family with global reach
based in Geneva, Switzerland. Before that, he was one of the
initial founders and acted as the CIO of a regional bank in the
Middle East and, before that, was a partner with Ernst & Young on
the advisory and consulting side. Omar continues to serve on the
boards of several listed and unlisted companies, among others,
Cambridge Scientific Innovation, Cybsafe, Crowdemotion, Quiqup
and Arab Bank Switzerland as Chairman of the Fintech
Committee. In the same context, Omar makes a personal strategic
contribution to digital innovation and transformation. Omar is a
member of the Young President Organisation and a Learning
Chair of the London Stars Chapter in the UK. Omar resigned from
the Board with effect 30 September 2025.
Roger Davey (80)
Non-Executive Director
Appointed: 1 June 2017
Master of Science in Mineral Production
Management (Royal School of Mines, Imperial
College, London), Master of Science in Water
Resource Management and Water Environment
(Bournemouth University), Associate of the
Camborne School of Mines, Chartered Engineer,
European Engineer, Member of the Institute of
Materials, Minerals and Mining.
●
●●
● ●
Roger Davey, a British national, has over 40 years of senior
management experience in mining across South America, Africa
and Europe. His experience at senior management level includes
financing, feasibility studies, construction, development,
commissioning and operational management of underground and
surface gold and base metal mines. He has held senior roles
including Senior Mining Engineer at NM Rothschild (1998-2010) in
the Mining and Metals Project Finance Team, Director/Vice-
President/GM of Minorco (AngloGold) subsidiaries in Argentina
(1994-1997), Operations Director at Greenwich Resources plc
(1984-1992) and Production Manager at Blue Circle Industries,
Chile (1979-1984) with earlier roles at Gold Fields of South Africa
(1971-1978). He serves on the boards of Central Asia Metals plc
and Pan Global Resources Inc.
Gloria Zvaravanhu (46)
Independent Non-Executive Director
Appointed: 21 February 2024
Bachelor of Accounting (B Acc) (Rhodes University,
South Africa), Master’s in Business
Leadership (MBL) (University of South Africa
Graduate School), Master’s degree in Law (LLM)
(University of Cumbria, United Kingdom). Member of
the Zimbabwean and South African
Institutes of Chartered Accountants.
● ●●●●
Gloria Zvaravanhu has over 23 years of professional experience
and is the Managing Director of a leading short-term insurance
company in Zimbabwe. She previously served as CEO of the
Institute of Chartered Accountants of Zimbabwe.
She actively contributes to the global accounting profession as a
member of the Advisory Group of the International Federation of
Accountants. Her non-executive roles include serving as
Chairman of the board of Securico Security Services Limited and
as a non-executive director and chairman of the Audit Committee
at Karo Mining Holdings plc, a subsidiary of the Tharisa Group.
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L2 Non-Executive Director
Shelley Wai Man Lo (50)
Non-Executive Director
Appointed: 10 February 2021
Bachelor of Economics (University of Hong Kong)
●●●●●
Shelley Wai Man Lo, a Chinese national and representative of
Rance Holdings, has more than 20 years’ experience in
accounting, project investment and management in the
infrastructure business in Hong Kong and mainland China. She is
the General Manager of Roads of CTF Services Limited. Before
joining the NWS group, she worked in the audit department of
Deloitte, Hong Kong. Shelley is a member of the Hong Kong and
American Institutes of Certified Public Accountants.
Hao Chen (42)
Non-Executive Director
Appointed: 1 October 2023
Bachelor (Micro-electronics) (Fudan University,
Shanghai, China)
Hao Chen holds a bachelor’s degree in Micro-electronics from
Fudan University, Shanghai, China. He has over 19 years’
experience as an Engineer, Foreign Trade Manager and General
Manager. He has been General Manager at Fujian Liju Logistics
Company since September 2014. Prior to this position, he had
been a Foreign Trade Manager at Guangxi Shenglong Metallurgy
Co. Ltd., China between December 2013 and August 2014, and an
Engineer at APEX Information Services in the USA from August
2012 to November 2013. He
also held the position of Engineer at Calvin Wireless, New York,
USA between February 2012 and July 2012. Between August
2006 and January 2012, he held two Research Assistant positions,
the first at the University of Virginia, USA (August 2006 to
December 2009) and at the Tandon School of Engineering, at the
University of New York, USA (January 2010 to January 2012).
Following his graduation in July 2005, he worked as an
Experimental Technician at the Shanghai Institute of Microsystem
and Information Technology at the Chinese Academy of Sciences
until July 2006.
SECTION: OUR GOVERNANCE APPROACH
Tharisa is incorporated in Cyprus and is subject to Cyprus Companies Law. With a primary listing on the JSE under the general
mining sector, Tharisa is subject to the JSE Listings Requirements and the South African Code of Corporate Practices and
Conduct requirements laid out in King IV. Tharisa is also listed on the London Stock Exchange (LSE) (Depository Interests) and
is subject to the LSE Listing Rules and Disclosure and Transparency Rules applicable to an Equity Shares (Transition) Category
(ESTC) listing. In addition, Tharisa has been listed on the A2X Exchange in South Africa since 2019. Tharisa’s primary listing
on the JSE and ESTC listing on the main board of the LSE remains unaffected by the secondary listing on A2X. The A2X is a
licensed stock exchange authorised to provide a secondary listing venue for companies and is regulated by the South African
Financial Sector Conduct Authority in terms of the Financial Markets Act 19 of 2012. The listing on A2X provides an opportunity
to improve liquidity and attract new investors through the lower trading costs offered by this trading platform. There are no
additional regulatory requirements or ongoing obligations to comply with.
While the UK Corporate Governance Code published by the Financial Reporting Council does not apply to the Company, the
Board recognises the importance of good governance and considers the principles and recommendations contained therein.
The Board is fully committed to accountability, integrity, fairness, transparency and integrated thinking, which are essential to
the Group’s long-term sustainability and its ongoing ability to create value for investors and other stakeholders. It endorses and
accepts full responsibility for applying the principles necessary to ensure that effective corporate governance is practised
consistently throughout the Group.
In discharging this responsibility, the Board strives to comply with the requirements set out in King IV.
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The Board believes that the Company complies with the Cyprus Companies Law and the Company’s Articles of Association.
In terms of King IV, independent non-executive directors serving for more than nine years are subject to a rigorous annual review
by the Board to evaluate their continued independence. Having served for more than nine years, the Board considered and
assessed David Salter and Omar Kamal’s independence during the year under review. In doing so, the Board considered and
assessed the presence or absence of any interest, position, association, or relationship that could potentially influence or cause
bias in their decision-making process and concluded that it was satisfied that there were no such factors present that impaired
David Salter and Omar Kamal’s independence. David Salter and Omar Kamal continued to bring an independent and objective
view and unfettered judgement distinct from that of shareholders and management and are classified as independent non-
executive directors. Omar Kamal resigned from the Board with effect 30 September 2025.
The Board believes that the Company is compliant with the JSE Listings Requirements and King IV in all material respects,
other than having an Executive Chairman, which has been mitigated by the appointment of the Lead Independent Director.
L1 Roles and responsibilities of the Board
The Board is Tharisa’s ultimate governing authority and is responsible for strategy, key policies, ethics, corporate governance,
as well as approving the Company’s financial objectives and targets and its approach to environmental stewardship. It
recognises that strategy, performance, risk and sustainability are interconnected and that effective execution impacts on the
Company’s value creation and its various stakeholders. The Board is fundamentally important to the achievement of the
Company’s mission and financial objectives, and the sustainable fulfilment of its corporate responsibilities. It provides effective
leadership on an ethical foundation.
The Board is the ultimate custodian of the governance framework, which commits the Company and its representatives to act
according to the highest standards of fairness, accountability, responsibility, transparency, ethics and sustainability. The
Company’s approach to corporate governance strives to be stakeholder inclusive and based on good communication. This
approach has been integrated into every aspect of the Company’s business.
The Board ensures that the Group is, and is seen to be, a responsible corporate citizen by having regard not only for the financial
aspects of the business of the Group but also the impact that the business operations have on the environment and the society
in which it operates. In recognition of the importance of this aspect of the Group’s business, the Board established a Climate
Change and Sustainability Committee.
The Board has adopted a Board Charter setting out the role, functions, obligations, rights, responsibilities and powers of the
Board, and the policies and practices of the Board in respect of its duties, functions and responsibilities. The Board has also
adopted terms of reference for each of its committees. The Board Charter and terms of reference of all Board committees are
available on the Company’s website.
The directors who are also members of the Executive Committee of the Company are involved in the day-to-day business
activities of the Company and are responsible for ensuring that the decisions of the Executive Committee, as approved by the
Board, are implemented in accordance with the mandate given by the Board and Executive Committee.
The Board is satisfied that the approved delegation of authority framework contributes to role clarity and the effective exercise
of responsibilities.
All non-executive directors have unrestricted access to the Chairman, management, the Group Company Secretary, the
Assistant Company Secretary and the external and internal auditors.
The Board considers and satisfies itself of the qualifications, experience and arm’s length relationship between the Company
Secretaries and the Board on an annual basis.
Board meetings are held regularly, at least quarterly, and all directors participate in the critical areas of decision making.
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L2 Role of the Executive Chairman
There is a clear distinction between the roles of the Executive Chairman and the CEO. The Executive Chairman is responsible
for ensuring the integrity and effectiveness of the Board and its committees, which include:
□ providing overall leadership to the Board, without limiting the principle of collective responsibility for Board decisions
□ encouraging collegiality among Board members and management while at the same time maintaining an arm’s length
relationship
□ mentoring to enhance directors’ confidence, especially new or inexperienced directors, and encouraging them to contribute
at meetings actively
□ contributing to the Board’s strategic vision by fostering an entrepreneurial mindset, identifying new opportunities and promoting
creative problem solving
□ applying entrepreneurial principles to optimise resources and growth.
The non-executive directors appraise the Chairman’s performance on an annual basis, or such other basis as the Board may
determine
L2 Role of the CEO
The Board’s authority conferred on management is delegated through the CEO, and management’s authority and accountability
is accordingly considered to be the authority and accountability of the CEO.
The CEO provides executive leadership and is accountable to the Board for the implementation of strategies, objectives and
decisions within the framework of the delegated authorities, values and policies of the Company, which include:
□ recommending or appointing the executive members and ensuring proper succession planning and performance appraisals
□ participating in the selection of Board members and overseeing a formal succession plan for the Board and certain senior
management appointments
□ developing the Company’s strategy and vision for Board consideration and approval
□ developing and recommending annual business plans and budgets that support the Company’s long-term strategy to the
Board
□ monitoring and reporting to the Board on performance against and conforming with strategic imperatives
□ ensuring that the Company has appropriate management structures and a management team to effectively carry out the
Company’s objectives, strategy and business plans
□ ensuring that the assets of the Company are properly maintained and safeguarded and not unnecessarily placed at risk
□ setting the tone from the top in providing ethical leadership and creating an ethical environment and not causing or permitting
any decision or internal or external practice or activity by the Company that may be contrary to commonly accepted business
practice, good corporate governance or professional ethics
□ acting as the chief spokesperson of the Company.
The non-executive directors monitor and evaluate the CEO in achieving the approved targets and objectives. The Remuneration
Committee considers the results of such evaluation to guide it in its appraisal of the performance and remuneration of the CEO.
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L2 Role of the Lead Independent Director
The Lead Independent Director:
□ chairs the Nomination Committee and is a member of all other Board committees
□ presides over meetings of the Board and meetings of shareholders if required
□ facilitates meetings of the non-executive directors
□ acts as a facilitator at Board meetings to ensure that no director, or group of directors, dominate the discussion, that sufficient
debate takes place, that the opinions of all directors relevant to the subject under discussion are solicited and expressed
freely, that conflicts of interests are managed and that Board discussions lead to appropriate decisions
□ acts as a sounding board to the Executive Chairman and the CEO
□ leads the non-executive directors in the appraisal of the Executive Chairman and CEO
□ provides leadership and advice to the Board when the Executive Chairman has a conflict of interest, without detracting from
the authority of the Executive Chairman and
□ acts as an intermediary for the other Board members and shareholders about concerns that have not been resolved through
the usual channels.
L2 Role of the Non-Executive Directors
The role of non-executive directors is to bring independent judgement and challenge executive directors constructively, without
becoming involved in the day-to-day running of the business.
The key responsibilities of non-executive directors include oversight of the Board on issues relating to:
□ strategic direction, by providing an objective, informed, and creative insight based on their own experience, to act as a
constructive critic in assessing the strategic objectives devised by the CEO and to ensure that the necessary financial and
human resources are in place for the Company to meet its objectives
□ monitoring the performance of executive management with regard to the progress made towards achieving the Company’s
strategy and objectives and, in doing so, playing an essential role in key executive appointments, removals where necessary
and succession planning
□ remuneration, through the work of the Remuneration Committee, by objectively and independently determining appropriate
levels of remuneration of executive directors
□ risk and strategic risk in particular, through the work of the Risk Committee, by reviewing the risk philosophy, strategy and
policies as recommended by executive management and ensuring compliance with such policies, and with the overall risk profile
of the Company
□ integrity of financial information, through the work of the Audit Committee, by ensuring that the Company accounts properly
to its shareholders by presenting an accurate and fair reflection of its actions and financial performance and that the necessary
internal control systems are implemented and monitored regularly
□ standards of conduct of the Board and executive management.
Tharisa’s non-executive directors bring diverse experience and expertise to the Board. They are required to have a clear
understanding of the Group’s strategy and must be sufficiently familiar with the Group’s businesses to be effective contributors
to the development of the Group’s strategy and the identification and monitoring of risks faced by the Group. Non-executive
directors must have sufficient time to perform their duties as directors and make a meaningful contribution. They should be
prepared to challenge executive directors’ opinions and provide fresh insight into the Group’s strategic direction.
Non-executive directors assess the performance of the Executive Chairman and CEO and serve on various Board committees.
Non-executive directors have a standing invitation to meet without the presence of the executive directors after every Board
meeting or when required.
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L1 Succession planning
The Board, with support from the Nomination Committee, oversees succession planning to ensure continuity of leadership at
the Board and senior management level.
L2 Board appointments
The Company’s shareholders appoint members of the Board. The Board also has the power to appoint directors, subject to such
appointments being approved by shareholders at the next AGM following such appointment. In compliance with the JSE Listings
Requirements, shareholders may not consent in writing to the appointment of directors. Pursuant to the terms of the Board
Charter, appointments to the Board are made on the recommendation of the Nomination Committee. The Company has adopted
a formal policy detailing the procedures for appointments to the Board.
Non-executive directors are required to be individuals of calibre and credibility, be independent of management, and possess
the necessary skills and expertise to bring judgement to bear on issues of strategy, performance, resources, diversity, standards
of conduct, and evaluation of performance.
Directors are required always to conduct themselves professionally having due regard for their fiduciary duties and
responsibilities to the Company and ensuring that sufficient time is made available to devote to their duties as Board members.
Directors are further required to be diligent in discharging their duties to the Company, seek to acquire sufficient knowledge of
the business of the Company, and endeavour to keep abreast of changes and trends in the business environment and markets
in which the Company operates, in order to be able to provide meaningful direction to the Company’s business activities and
operations.
L2 Director induction
Upon appointment, all new directors are provided with induction materials to familiarise them with the Group’s operations,
business environment and executive management and induct them in their fiduciary duties and responsibilities. The induction
programme involves an information pack comprising, inter alia, the Group structure, a list of the top shareholders, Board packs
and minutes of previous Board meetings, annual and interim reports, Articles of Association, the Board Charter, committee terms
of reference, information on directors’ and officers’ insurance, a guide to the JSE Listings Requirements and a memorandum on
dealings in securities, market abuse and insider trading. Periodic site visits are arranged for existing and new non-executive
directors to improve their understanding of the Group’s operations.
L2 Retirement and re-election of directors
In terms of the Company’s Articles of Association, any directors appointed by the Board during the financial year shall hold office
only until the next AGM of the Company following their appointment and shall then retire and be eligible for election.
Furthermore, one-third of non-executive directors must retire from office at each AGM. Executive directors are not subject to
retirement by rotation. The non-executive directors retiring at each AGM are those directors who have been serving for the
longest time since their last election. Retiring directors are eligible for re-election and, if so re-elected, are deemed not to have
vacated their office.
Roger Davey and Hao Chen will retire by rotation at the upcoming AGM and have made themselves available for re-election.
Board support for re-election is not automatic. The Nomination Committee assesses the composition of the board and
performance of individual Board members on an annual basis prior to recommending directors for re-election by shareholders
at the AGM. Upon recommendation by the Nomination Committee, the Board decides whether it will endorse a director standing
for re-election.
Having assessed the performance of the directors standing for re-election, the Board recommends the election of re-election of
Roger Davey and Hao Chen.
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L1 Board meetings
The Board meets formally at least four times per year and additionally as required. During the year under review, [four] formal
meetings were held, along with [three] informal meetings and mid-cycle briefing calls.
L2 Board evaluation
The Nomination Committee, under the leadership of the Lead Independent Director, evaluates the performance of the Board,
its committees, the Executive Chairman, CEO, CFO, the Company Secretary, and the performance and contribution of the
individual non-executive directors every two years. The Board committees conduct a self-evaluation against their respective
terms of reference and each individual Board member is evaluated by fellow Board members using an evaluation questionnaire.
The results of the evaluation process are considered by the Nomination Committee prior to their presentation to the Board.
Results and any identified training requirements are discussed with individual directors if deemed necessary. An extensive
evaluation was conducted in November [2025]. There were no material findings and remedial action is being taken to address
areas that can be improved. The Board is satisfied that the evaluation process assists in the improvement of performance and
effectiveness of the Board.
L1 Delegation of authority and effective control
L2 Governance framework
Insert infographic
Board
Chief Executive
Responsible for
executing Board
strategy, policies and
managing the business.
Supported by
Executive Committee
Day-to-day management
of the Group
<Delegation Independent assurance
External audit, internal audit and
other professional advice.
Accountability>
Tharisa is governed by a unitary
Board, responsible for ethics,
performance, compliance and
strategy.
Delegation
of authority
Oversight, assurance
and reporting
Board committees
Audit Committee
Climate Change and Sustainability Committee
Nomination Committee
Remuneration Committee
Safety, Health, Environment and Community Committee
Social and Ethics Committee
CORPORATE GOVERNANCE REPORT
137
L1 Ethical leadership
L2 Code of Business Ethics and Conduct
The Group’s Code of Business Ethics and Conduct reaffirms the high standards of business conduct required of all employees,
officers, and directors of Tharisa. It forms part of the Company’s continuing effort to ensure that it complies with all applicable
laws, as an effective programme to prevent and detect violations of law, and for the education and training of employees, officers
and directors. In most circumstances, the code sets standards that are higher than the law requires and adherence to the code
aims to preserve the confidence and support of the public and Tharisa’s shareholders.
Tharisa expects its employees, officers and directors to:
□ act with honesty, integrity and fairness in all dealings, both internally and externally
□ comply with all laws and regulations applicable to the Group
□ comply with Group policies and procedures
□ protect the health, safety and wellbeing of co-workers, suppliers and the communities in which the Group operates
□ protect the environment by prudent use of resources such as water and energy and to limit waste disposal by recycling
□ protect and not disclose Tharisa’s confidential information
□ avoid any potential conflicts of private interests with the interests of the Group, including, but not limited to, improper
communications with competitors or suppliers regarding bids for contracts, having close relationships with contractors or
suppliers and involvement with any other businesses that have interests adverse to Tharisa, interests in Tharisa, or compete
with Tharisa
□ not give or accept gifts, gratuities, or hospitality from customers or suppliers of inappropriate value, that could incur obligations
or that could influence judgement
□ avoid any situations or relationships that could interfere with an individual’s ability to make decisions in Tharisa’s best interests
□ to act courteously, dignified and respectfully when dealing with co-workers and third parties and to refrain from discriminatory,
harassing or bullying behaviour, whether expressed verbally, in gesture, or through behaviour.
Furthermore, it is Tharisa’s policy not to discriminate against any employee on the basis of race, religion, national origin,
language, gender, sexual orientation, HIV status, age, political affiliation, or physical or other disability. Tharisa desires to create
a challenging and supportive environment where individual contributions and teamwork are highly valued. In order to establish
such an environment, everyone is expected to support this policy of non-discrimination and Tharisa’s equal employment
opportunity policies.
L2 Conflicts of interest
Disclosure of other directorships, personal financial interests and any other conflicts of interest, and those of related persons, in
any matter before the Board is a standing Board agenda item and a register is kept of all such disclosures. Directors recuse
themselves from discussion on any matter in which they may have a conflict of interest. Non-executive directors are required to
inform the Board of any proposed new directorship and the Board reserves the right to review such additional appointments to
ensure that no conflict of interest would arise and a director accepting a new appointment would be able to continue to fulfil his
or her obligations as a member of the Board.
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L2 Share dealing and insider trading
All directors of the Company and its major subsidiaries, senior executives, the Company Secretaries, and employees and
advisers who, by virtue of their positions, have access to financial and other price-sensitive information are regarded as insiders
and are required to always obtain prior authorisation to deal in the Company’s shares.
Directors of the Company and its major subsidiaries and Persons Discharging Managerial Responsibilities (PDMRs) are
reminded of their obligation to inform all their associates, as defined by the JSE Listings Requirements, and investment
managers of the fact that dealings by the directors and their associates in Tharisa shares have to be preapproved and/or
disclosed to the Company within the stipulated timeframe to facilitate the release of the required announcements in terms of the
JSE Listings Requirements. A similar requirement exists under the UK Market Abuse Regime for PDMRs and persons closely
associated with them. The Company’s directors, executives and employees who are classified as insiders are not permitted to
deal in the Company’s shares during closed periods or when they have possession of non-public information.
An appropriate communication is sent to all such directors, PDMRs and employees alerting them that the Company is entering
a closed period. Closed periods are observed as required by the JSE Listings Requirements, including the period from the end
of the interim and annual financial reporting periods to the announcement of the financial results for the respective periods, and
during periods that the Company is under a cautionary announcement. The UK Market Abuse Regulation stipulates a closed
period of 30 calendar days before the announcement of the interim and/or annual results. The Company applies the longer
duration in any given financial reporting period.
L2 Human rights, modern slavery and human trafficking
Tharisa acts ethically and with integrity in all business dealings and has the necessary systems and controls to safeguard against
any form of transgression of human rights. Tharisa will continue to raise awareness of human rights among its employees,
suppliers and the communities in which it operates.
Modern slavery encapsulates slavery, servitude and forced or compulsory labour. Tharisa has a zero-tolerance approach to any
form of modern slavery and is committed to ensuring that there is no slavery or human trafficking in its supply chain, or any part
of its business.
L1 Anti-bribery and corruption policy
Tharisa is committed to doing business ethically. Tharisa does not tolerate corruption, fraud, and bribery and does not allow
donations to any political parties through any of its operations. The Group’s anti-corruption policy outlines potential risks and
steps to mitigate the risk of bribery and corruption, together with a reporting guideline. All employees, suppliers, and other
associated persons are made aware of these policies and procedures regarding ethical behaviour, business conduct and
transparency.
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L1 Independent anonymous safety and ethics hotline
The Group has a zero-tolerance approach to safety transgressions, theft, fraud, corruption, violation of the law and unethical
business practices by employees or suppliers.
A 24-hour independent anonymous safety and ethics hotline monitored by an independent external party is fully operational and
facilitates the reporting and resolving of safety and ethical violations. This confidential and anonymous hotline provides an
impartial facility for employees, service providers, customers and other stakeholders to report any safety or ethics-related matter
such as safety concerns, unsafe behaviour and practices, hazardous conditions, fraudulent activity, corruption, statutory
malpractice, financial and accounting reporting irregularities and other deviations from safe and ethical behaviour. The Audit
Committee must ensure that arrangements are in place for the independent investigation of such matters and appropriate follow-
up action. No action will be taken against anyone reporting legitimate concerns, even if there is no proven unlawful conduct.
Each report received via the safety and ethics hotline, or any other channel, is considered and assessed by the Group Head of
Internal Audit in terms of the nature of the incident and the level of staff implicated. For the following instances, the Group Head
of Internal Audit consults with the Audit Committee chairperson and together they decide on the most appropriate follow-up
action:
□ reports that concern individuals who are at the highest level of management of the Group and/or individuals who are
responsible for overseeing one or more departments, or
□ incidents that indicate a serious or pervasive violation that puts Tharisa at risk (whether from a reputational or financial
perspective).
Based on this assessment, the Group Head of Internal Audit, in conjunction with the CFO and/or COO and/or CEO, determines
whether to investigate the matter with internal audit resources or request the senior management within the function/region to
investigate where this is appropriate or required. In certain circumstances it could be appropriate to engage an outside forensic
expert to investigate. All incidents are investigated and the outcomes of the investigations are reported to the Audit Committee
every quarter. Based on the outcome of the investigation, appropriate action is taken, which may include, where deemed
necessary, a disciplinary process in accordance with the Tharisa Human Resources Disciplinary Process.
Whistle Blowers Proprietary Limited operates and ensures the confidentiality of the hotline/tip-off process and that the anonymity
of the individual using the hotline is protected while they have the information, as well as protecting the rights of the individuals
referred to in the complaint.
L1 Compliance
Compliance with financial reporting requirements and accounting standards falls within the ambit of the Audit Committee. The
Group’s statutory and regulatory compliance resides with the Legal, Risk and Compliance Officer and reports on compliance
are presented to the Audit and Social and Ethics committees. In addition to the formal authorisation processes required for
dealings in the Company’s shares, the Group has various policies and procedures in place governing the declaration of interests,
the accepting and granting of gifts and an approved delegation of authorities matrix that governs the delegation of authority and
value limits within the Group and ensures that all transactions are approved appropriately.
The Board is satisfied that the Company complied with the Cyprus Companies Law, its Articles of Association and the
requirements of the JSE Listings Requirements pursuant to the Company’s primary listing on the JSE during the year under
review. The Board also acknowledges the role and responsibilities of its JSE sponsor, Investec Bank Limited and believes that
the sponsor has discharged its duties with due care during the period.
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L1 Information technology governance
The Board Charter commits the Board to assume ultimate responsibility for ensuring that effective IT systems, internal control,
auditing and compliance policies, and procedures and processes are implemented to avoid or mitigate key IT-related business
risks. The Board has delegated responsibility for governing IT to the Audit Committee. The Group’s internal auditors provide an
assurance on the IT systems and processes, and/or other professional consultants if required, and findings are reported to the
Audit Committee, which ensures that all material findings are addressed appropriately.
The Group Chief Information Officer is responsible for the Group’s strategy and implementation of IT and information systems
across all Group companies. All Audit Committee and Board meetings are attended by the Group Chief Information Officer by
invitation.
L1 Climate change governance
The Board is ultimately responsible for the strategic direction of the Group and monitoring that Tharisa and its subsidiaries are
operating responsibly. Tharisa has evolved its approach to dealing with stakeholders, focusing on actively healing rather than
merely avoiding harm. Both the risks and opportunities presented by climate change are debated actively by the Board when
developing the Group’s strategy. Investment decisions, likewise, integrate climate risk considerations, as well as the business
opportunities that arise from decarbonisation of energy so that the Group’s capital investment is allocated appropriately and
responsively to ensure that Tharisa’s business model remains both sustainable and competitive. The Group produces several
raw materials required for decarbonising the global economy. It also directs its research and development activities towards
minimising its direct carbon footprint and contributing to the worldwide goal of achieving net-zero carbon emissions by 2050.
The Board supports the Paris Climate Agreement, which was adopted in 2015 to address the negative impact of climate change
by substantially reducing global greenhouse gas emissions to limit the global increase in temperature.
During FY2021, the Board established the Climate Change and Sustainability Committee, delegating the responsibility for
overseeing the climate change and sustainability strategy, policies, and functions of the Group.
Tharisa has seen an intense focus on the impacts of climate change and is acutely aware of its accountability in reducing the
Group’s carbon footprint. The mining industry is a critical contributor to the global economy and the delivery of critical metals for
the worldwide energy transition. It is also essential for the mining industry to minimise the environmental impact of its activities
and Tharisa has been reviewing its operations with respect to establishing a corporate plan to reduce its carbon emissions while
continuing to grow its operations in producing metals that are needed to effect the energy transition away from fossil fuels and
deliver the decarbonisation of economies.
Tharisa’s management is committed to reducing its carbon emissions by 30% by 2030 (from its FY2020 baseline, which was
based on 2019 data). A roadmap is being developed to be net carbon neutral by 2050. Investment decisions taken by Tharisa’s
Board will be informed by these decarbonisation targets, alongside the current financial investment criteria. Furthermore, this
developed roadmap will ensure that the pre-defined decarbonisation targets are achieved by deploying numerous sustainability
initiatives.
Practical measures have been initiated and continued to be accelerated during FY2025, such as gaining consent for a solar
energy farm to decarbonise electricity supply at the Tharisa Mine as well as investing in research and development in battery
technology to enable storage of this energy. Furthermore, to create renewable energy capacity, a Power Purchase Agreement
(PPA) has been signed between Tharisa and Etana Energy for the supply of renewable through wheeling.
[During 2025, Tharisa’s Board approved a move to underground mining. Work is currently underway to quantify the extent of
improvements in the carbon footprint of the company arising from this. This could be substantial, given the contribution of trucking
to the overall footprint of the opencast mine currently.]
L1 External audit
BDO Limited, incorporated in Cyprus, acts as an external auditor to the Group, and the Audit Committee reviews its
independence annually. The external auditor has unrestricted access to the chairman of the Audit Committee and the Lead
Independent Director.
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L2 Internal audit
The internal audit function at the Tharisa Group, overseen by the Group Head of Internal Audit since FY2021, provides
independent assurance and advisory services. The Internal Audit Department’s primary objective is to add value and improve
the Group’s operations by evaluating and enhancing the adequacy and effectiveness of risk management, governance, and
control processes.
The internal audit function derives its authority from the Audit Committee, to which it reports quarterly. The Group Head of
Internal Audit and the internal audit team have unrestricted access to all functions, records, property, assets, personnel, and
information necessary to fulfil their responsibilities. Functionally, internal audit reports to the Chairman of the Audit Committee,
and administratively to the Chief Finance Officer (CFO).
Internal audit operates independently of management and is free from control or undue influence in all aspects of its work,
including selection of audit areas and techniques, and development of findings and recommendations. The Group Head of
Internal Audit attends all Audit Committee and Board meetings and has direct access to senior directors and external auditors.
The internal audit function does not have direct authority or responsibility for the activities it reviews, nor for developing or
implementing procedures, except in an advisory capacity. Independence is further reinforced through periodic independent
quality reviews initiated by the Audit Committee.
The internal audit function is responsible for:
• Developing and implementing an annual audit plan using a risk-based methodology, incorporating input from
management and the Audit Committee
• Providing assurance to the Audit Committee on the adequacy and effectiveness of governance, risk management, and
controls
• Assessing the adequacy of controls in response to identified risks across governance, operations, information security,
and cybersecurity
• Reporting inadequately addressed risks or ineffective control processes to management and the Audit Committee, with
escalation commensurate to risk assessments
• Advising on control, governance, and risk management issues
• Monitoring and reporting on the status of remedial actions for significant control weaknesses until they are resolved
• Supporting the investigation of significant suspected fraudulent activities, advising on control improvements, and
designing future audit tests to detect similar issues
• Promoting a culture of cost-consciousness and self-assessment throughout the organisation
The Group Head of Internal Audit is a member of recognised professional bodies, including SAICA, IIA, ISACA, and ACFE, and
is bound by their codes of ethics. Internal audit staff are required to maintain adequate knowledge, skills, experience, and
professional certifications.
Internal audit maintains a quality assurance programme to review and ensure operational effectiveness.
Periodic reports summarising audit activities, findings, and recommendations are issued to the Audit Committee and
management.
Internal audit maintains open relationships with external auditors and other assurance providers to ensure comprehensive audit
coverage and avoid duplication. External auditors have unrestricted access to internal audit plans, strategies, working papers,
and reports.
The internal audit function oversees the independent, anonymous safety and ethics hotline administered by Whistle Blowers
Proprietary Limited. All reports received are investigated, with findings and recommendations communicated to management.
Management is responsible for addressing identified weaknesses and inefficiencies and for implementing corrective actions
following internal audit recommendations. Management cannot restrict the scope of audits, but may request special reviews.
The internal audit function at Tharisa is designed to support the highest standards of accountability, integrity, and ethical conduct.
It operates independently, in close cooperation with both management and the Audit Committee, to ensure effective governance,
robust risk management, and sound internal controls across the Group.
CORPORATE GOVERNANCE REPORT
142
L1 Internal control systems
To meet the Company’s responsibility to provide reliable financial information, the Company maintains financial and operational
systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in
accordance with management’s authority that the assets are adequately protected against material losses, unauthorised
acquisition, use or disposal and those transactions are properly authorised and recorded. The systems include a documented
organisational structure and division of responsibility and established policies and procedures, which are communicated
throughout the Group, and the careful selection, training and development of people.
The Audit Committee monitors the operation of the internal control systems to determine whether there are deficiencies.
Corrective actions are taken to address control deficiencies as they are identified. The Board, operating through the Audit
Committee, oversees the financial reporting process and internal control systems.
There are inherent limitations to the effectiveness of any internal control system, including the possibility of human error and the
circumvention or overriding of controls.
L1 Investor relations
The CEO and CFO, supported by the investor relations function, engage with institutional investors and qualified private
investors on the performance of the Group through presentations and scheduled meetings regularly. The Company also
participates in selected South African and international conferences and conducts roadshows in South Africa and internationally.
A wide range of information and documents, including copies of presentations given to investors, integrated annual reports and
notices of shareholder meetings, are made available on the Company’s website www.tharisa.com on an ongoing basis.
Shareholders are encouraged to visit the investors’ section of the website frequently to be informed of the corporate timetable,
including dates for the AGMs, forms of proxy and relevant shareholder information.
L1 Group Company Secretary
The role of the Group Company Secretary is, inter alia, to provide guidance and advice to the Board with respect to matters
relating to the JSE Listings Requirements, the LSE Listings Rules, Disclosure Guidance and Transparency Rules, Cyprus
Companies Law, King IV, market abuse laws and regulations and other corporate governance related matters.
In addition to her statutory duties, the Group Company Secretary provides individual directors, the Board as a whole, and the
various committees with guidance as to how their responsibilities should be discharged in the best interests of the Group.
Sanet Findlay is a full-time employee of the Group and is based in South Africa. She holds Bachelor of Science and Bachelor
of Law degrees, a CIS professional postgraduate qualification: Company Secretarial and Governance Practice and is a Fellow
of the Chartered Governance Institute of Southern Africa (formerly Chartered Secretaries Southern Africa) since 2023, having
been an associate member since 2003. She has experience as a Group Company Secretary of JSE and LSE-listed companies
since 2009. She is not a director of Tharisa or any of its subsidiaries and maintains an arm’s length relationship with the Board.
Lysandros Lysandrides acts as the Assistant Company Secretary and holds a Bachelor of Law and a postgraduate diploma in
Legal Practice (UK). He is an associate member of the Institute of Chartered Secretaries and Administrators (UK), a Fellow of
the Chartered Institute of Legal Executives (UK) and a registered practising Cyprus attorney at law. He has experience as a
company secretary and legal adviser to companies listed on the LSE and Cyprus Stock Exchange. Lysandros has been
appointed as an external adviser to Tharisa and its Cyprus subsidiaries and maintains an arm’s length relationship with the
Board.
The Board formally assessed and considered the performance and qualifications of the Company Secretaries and is satisfied
that the Company Secretaries are competent, suitably qualified and experienced.
The appointment and removal of the Company Secretaries are matters reserved for the Board as a whole.
CORPORATE GOVERNANCE REPORT
143
SECTION: BOARD FOCUS AREAS
L1 Key focus areas and decisions of the Board during FY2025
In addition to the standard agenda items such as feedback by the chairmen of the various Board committees on the critical
deliberations and activities of those committees, consideration of detailed reports on the operational and financial performance
of the Group, climate change and sustainability, investor relations and legal and governance matters, the Board deliberated on
the following key areas during the year under review:
Q1 FY2025 Q2 FY2025 Q3 FY2025 Q4 FY2025
– Approved the FY2024
annual financial results
– Approved the FY2024
annual report
– Proposed a final cash
dividend of US 3.0
cents per ordinary
share
– Considered and agreed
to support the re-
election of the directors
retiring by rotation at
the AGM
– Discussed the market
context in which the
Group operates
– Considered and
discussed the top
strategic risks facing the
Group
– Considered a number of
new business
opportunities
– Considered the
progress of the Karo
Platinum Project and its
funding requirements
– Considered the
Company’s production
guidance for FY2025
– Held the Company’s
fifth virtual AGM
– Considered and
discussed the various
research and
development projects
being undertaken by the
Group’s research and
development arm
– Considered the
operating and market
context within which the
Group operates
– [Reviewed reports on
the cyber security
event]
– Considered and
discussed the top
strategic risks facing the
Group
– Considered the status
of the Karo Platinum
Project and its funding
requirements
– Considered the
operating and market
context within which the
Group operates
– Considered the
progress of the Karo
Platinum Project and its
funding requirements
– Considered the top
strategic risks facing the
Group
– Considered a number of
new business
opportunities
– Considered various
challenges facing the
Group
– Considered and
approved the Group’s
interim financial results
for FY2025
– Declared an interim
dividend of US1.5 cents
per share
– Considered and
approved a US$5.0
million share
repurchase programme
– Considered and agreed
on the Nomination
Committee’s
assessment of the
independence of non-
executive directors
– Performed the annual
assessment of the
independence of non-
executive directors with
a tenure longer than
nine years
– Considered
implementation of the
Group’s Vision 2035
strategy
– Considered the
Company’s production
guidance for FY2025
– Interrogated and
approved the FY2026
budget
– Considered the
progress of the Karo
Platinum Project and its
funding requirements
– Considered the top
strategic risks facing the
Group
– Considered and
approved a phased
transition to
underground mining at
the Tharisa Minerals
Mine
CORPORATE GOVERNANCE REPORT
144
L1 Key focus areas for FY2026
– Advancing the Group strategy
– Optimising existing operations
– Board succession planning
– Continue implementation of Vision 2035 strategy
– Continue development of the Karo Platinum Project
– Monitor continued optimisation of existing operations
– Continue monitoring the phased transition to underground mining at the Tharisa Minerals Mine
– Continue striving to be the investment of choice]
SECTION: BOARD COMMITTEES
Specific responsibilities are reserved for the Board, while others are delegated to Board committees, each with formal mandates
and terms of reference, without reducing the individual and collective responsibilities of Board members’ overall fiduciary duties
and responsibilities. The terms of reference of each Board committee determines, inter alia, the composition, purpose, scope of
mandate and powers and duties of the committee.
Board committees provide feedback to the Board through reports by their respective chairmen and provide the Board with copies
of minutes of committee meetings. All directors receive notice and packs for committee meetings and are invited and encouraged
to join meetings of Board committees of which they are not members. The various committees’ terms of reference comply with
the provisions of the Company’s Articles of Association and the JSE Listings Requirements. The terms of reference are reviewed
regularly and are available on the Company’s website. All committees have satisfied their responsibilities in compliance with
their respective terms of reference during the year under review.
CORPORATE GOVERNANCE REPORT
145
The Company’s Board committees during the year were constituted as follows: The Company’s Board committees during the
year were constituted as follows:
Chairman Members By standing invitation
Audit Committee Gloria Zvaravanhu David Salter
Carol Bell
Omar Kamal
Chief Finance Officer
Chief Executive Officer
Group Head of Internal
Audit
Climate Change and
Sustainability Committee
Carol Bell Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Omar Kamal
Roger Davey
Gloria Zvaravanhu
Shelley Wai Man Lo
Hao Chen
Chief Operating Officer
Chief Technical Officer
Group ESG Manager
Nomination Committee Carol Bell Phoevos Pouroulis
David Salter
Chief Executive Officer
Remuneration Committee Carol Bell David Salter
Roger Davey
Gloria Zvaravanhu
Chief Executive Officer
Chief Finance Officer
Risk Committee David Salter Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
Carol Bell
Omar Kamal
Roger Davey
Gloria Zvaravanhu
Shelley Wai Man Lo
Hao Chen
Chief Operating Officer
Chief Technical Officer
Group Head of Internal
Audit
Group Head Legal Counsel
Safety, Health and
Environment Committee
David Salter Carol Bell
Roger Davey
Chief Executive Officer
Chief Operating Officer
Chief Technical Officer
Social and Ethics Committee David Salter Phoevos Pouroulis
Carol Bell
Omar Kamal
Gloria Zvaravanhu
L1 Audit Committee
The Audit Committee, which must comprise at least three independent non-executive directors, is chaired by Gloria Zvaravanhu,
an independent non-executive director. Other members of the committee are David Salter, Omar Kamal and Carol Bell, all
independent non-executive directors. The Board is satisfied that the committee’s members have the appropriate mix of
qualifications and experience to fulfil their responsibilities appropriately. The Group’s independent external auditor, Group Head
of Internal Audit, CFO and CEO attend committee meetings by invitation. The committee meets with the external auditor and
Group Head of Internal Audit, without any executive directors being present, whenever necessary.
Both the Group Head of Internal Audit and external auditors have unrestricted access to the chairman of the committee and the
Lead Independent Director.
The Audit Committee provides the Board with additional assurance regarding the quality and reliability of financial information
used by the Board and the financial statements of the Group. The committee reviews the internal and financial control systems,
accounting systems, and reporting and internal audit functions. It liaises with the Group’s external auditor and monitors
compliance with legal requirements.
CORPORATE GOVERNANCE REPORT
146
Furthermore, the Audit Committee assesses the performance of financial management, approves external audit fees and
budgets, monitors non-audit services provided by the external auditor against an approved policy and ensures that management
addresses any identified internal control weakness. In addition, the committee oversees the integrated reporting process, risk
management systems, information technology risks (as they relate to financial reporting), the Group’s whistleblowing
arrangements and policies and procedures for preventing corrupt behaviour and detecting fraud and bribery.
In terms of the Audit Committee’s oversight role in the integrated reporting process, it considers all factors and risks that may
impact the integrity of the integrated report. In this regard, the committee considers and reviews the findings and
recommendations of the Risk Committee, Safety, Health, Environment and Community Committee, and Climate Change and
Sustainability Committee insofar as they are relevant to the functions of the Audit Committee. The committee also reviews and
evaluates the disclosure of material sustainability issues in the integrated report, in conjunction with the Risk Committee, Safety,
Health, Environment and Community Committee and Climate Change and Sustainability Committee, with specific focus on
ensuring that the disclosure is reliable and does not conflict with the financial information. It recommends and/or approves the
engagement of external assurance providers on material sustainability issues and ensures that the appropriate measures of
progress toward achieving disclosed climate change risk mitigation actions are included in the integrated report disclosures.
The committee has unrestricted access to all Company and Group information and may seek information from any employee.
The committee may also consult external professional advisers in executing its duties.
The chairman of the Audit Committee is required to report to the Board after each meeting of the committee and the minutes of
meetings of the Audit Committee are provided to the Board.
The appropriateness of the expertise and experience of the CFO is considered on an annual basis and the committee is satisfied
with the appropriateness of the expertise of Michael Jones, the CFO.
The Audit Committee meets as often as is deemed necessary but is required to meet at least twice a year. The committee met
formally four times during the year under review.
L1 Risk Committee
Control of the complete process of risk management, the evaluation of its effectiveness and approval of recommended risk
management and internal control strategies, systems and procedures are key Board responsibilities. For this reason, the Risk
Committee comprises the entire Board. David Salter chairs the Risk Committee. Risk Committee meetings are attended by the
Chief Operating Officer (COO), Chief Technical Officer (CTO), Group Head of Internal Audit and Group Head Legal Counsel by
invitation.
The Risk Committee oversees and assists the Board in risk management and reviewing risks facing the Group. This includes
business technology security risks, cyber risks, and climate-related risks.
The Risk Committee reviews management reports on the adequacy and effectiveness of the Group’s operational risk
management functions, ensures compliance with the Group’s risk management policies and reviews the adequacy of the
Group’s insurance coverage.
During the year under review, in-depth risk reviews were undertaken at operating subsidiary and business unit level throughout
the Tharisa Group. The committee conducted a high-level review of the residual risks identified by management during these
reviews. It continues to monitor progress made by risk owners in identifying mitigating factors, performing gap analyses and
implementing additional mitigating measures where required. In addition, the committee identifies, reviews and evaluates non-
operational and strategic risks impacting the Company and the Group on an ongoing basis. The Risk Committee meets as often
as is deemed necessary and met twice during the year under review.
CORPORATE GOVERNANCE REPORT
147
L1 Nomination Committee
During the year under review, the Nomination Committee was chaired by Carol Bell in her capacity as the Lead Independent
Director. Other members of the Nomination Committee were David Salter, an independent non-executive director and Phoevos
Pouroulis, the CEO. Phoevos Pouroulis is entitled to participate and contribute to the Nomination Committee but is not entitled
to vote on any matter before the Nomination Committee. In the event of a tied vote, the chairman of the committee has a casting
vote.
The Nomination Committee ensures that the procedures for appointments to the Board are formal and transparent by making
recommendations to the Board on all new Board appointments in accordance with the Company’s policy for Board appointments.
It does so by evaluating the Board’s performance, undertaking performance appraisals of the executive and non-executive
directors,
evaluating the effectiveness of Board committees and making recommendations to the Board. The Nomination Committee also
considers and approves the Board succession plans.
The work of the Nomination Committee during the year followed both its terms of reference and established good practice in
corporate governance. The committee conducted a review of the structure, size and composition of the Board, with specific
emphasis on the skills, knowledge, independence and diversity of the Board members.
During the period under review, the committee considered the independence of non-executive directors. Consideration was
given, among others, as to whether the individual non-executive directors are sufficiently independent of the Company to
effectively carry out their responsibilities as directors, whether they are independent in judgement and character and that there
are no conflicts of interest in the form of contracts, relationships, shareholding, remuneration, employment or related-party
disclosures that could affect their independence.
The committee determined that David Salter, Omar Kamal, Carol Bell, Roger Davey and Gloria Zvaravanhu are independent.
Shelley Wai Man Lo and Hao Chen are not considered independent due to their association with significant shareholders.
The Nomination Committee met formally [twice] during the year under review.
L1 Remuneration Committee
All members of the Remuneration Committee are independent non-executive directors. During the year under review, the
committee was chaired by Carol Bell, and the other committee members were David Salter, Roger Davey and Gloria
Zvaravanhu. The CEO and CFO are invited to attend committee meetings to make presentations, except when their
remuneration is under consideration.
The Remuneration Committee considers the remuneration framework of the Executive Chairman, CEO, CFO, and other
members of the executive management of the Company and its subsidiaries, regarding local and international benchmarks. As
far as the remuneration of the Executive Chairman and the CEO is concerned, the committee considers and if appropriate,
recommends the remuneration of the Executive Chairman and the CEO to the Board for final approval.
The committee also considers bonuses, which are discretionary and based upon general economic variables, the performance
of the Company and each individual’s performance against personalised key performance indicators, allocations in terms of the
Group’s incentive schemes, and certain other employee benefits and schemes.
During the year, the committee reviewed various aspects of the Group’s remuneration structure, including executive salaries,
both short-term and long-term performance-based remuneration schemes and annual cost-of-living adjustments. Following its
work around the methodology for setting appropriate salary levels for the executive team with Korn Ferry during FY2023, through
benchmarking executive remuneration packages against an appropriate peer group and the median of a mining industry group
developed by Korn Ferry, the committee is satisfied that it had developed a satisfactory method to ensure that the executive
team was being fairly remunerated compared to the peer group.
The committee met formally [three times] during the year under review.
CORPORATE GOVERNANCE REPORT
148
L1 Safety, Health and Environment Committee
All members of the committee are independent non-executive directors. The committee is chaired by David Salter and other
members are Carol Bell and Roger Davey. The CEO, COO and CTO attend the meetings by invitation.
The Safety, Health, Environment and Community Committee develops and reviews the Group’s framework, policies and
guidelines on safety, health, and environmental management, monitors key indicators on accidents and incidents, and considers
developments in relevant safety, health, and environmental practices and regulations.
The committee met four times during the year under review.
L1 Social and Ethics Committee
As required by the JSE Listings Requirements, the Board established a Social and Ethics Committee. The committee is chaired
by David Salter and other members are Carol Bell, Omar Kamal, Gloria Zvaravanhu and Phoevos Pouroulis.
The committee’s objective is, inter alia, to assist the Board in ensuring that the Company and other entities in the Group remain
committed, socially responsible corporate citizens by creating a sustainable business and regard for the Company’s economic,
social and environmental impact on the communities in which it operates. This includes, among others, public safety, HIV/Aids,
environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of
equality and ethics management.
The committee has an independent role with accountability to both the Board and the Company’s shareholders. The committee
does not assume the functions of management of the Company. These functions remain the responsibility of the Company’s
executive directors, executive management and senior managers.
It is the committee’s responsibility to monitor the Group’s activities, having regard to any relevant legislation, other legal
requirements or prevailing codes of best practice about matters relating to, among others:
• Social economic development
• Good corporate citizenship and the impact of the Group’s activities and its products or services on the environment,
health and public safety, the Company’s employment relationships and its contribution toward the educational
development of its employees
• Ethical leadership and ethical behaviour, by reviewing the Company’s Code of Ethics and making recommendations
to the Board for approval reviewing results of whistleblowing activities, reviewing significant cases of employee conflicts
of interest, misconduct, fraud, or any other unethical activity by employees or the Company and ensuring that the
Company’s ethics performance is assessed, monitored, reported and disclosed.
The committee is pleased to report that it has fulfilled its mandate in terms of its terms of reference and that there are no
instances of material non-compliance to report.
The committee meets as often as it deems necessary but, in any case, at least once a year and at such other times as
determined. The committee met once during the year under review.
CORPORATE GOVERNANCE REPORT
149
L1 Climate Change and Sustainability Committee
The Board established the Climate Change and Sustainability Committee to delegate the responsibility for overseeing the
climate change and sustainability strategy, policies and functions of the Group. It assists the Board with overseeing climate
performance and reviews the performance of the Group in relation to climate-related decisions and actions. This committee
functions alongside the Safety, Health, Environment and Community and the Social and Ethics committees. Given the
significance of the subject matter, not only for the business, but also for all stakeholders and the planet, the committee comprises,
for the time being, all members of the Board and is chaired by Carol Bell. The COO, CTO and the Group ESG Manager attend
the committee meetings by invitation.
The committee’s purpose is to provide stewardship and enhance the Group’s and, particularly, Tharisa Minerals’ efforts in
fighting climate change, driving sustainability and maintaining the social licence to operate within communities. Furthermore, the
committee supports management in ensuring that the Company addresses climate change and sustainability issues by
developing and implementing a climate change and sustainability policy and framework. The committee also provides oversight
on the Company’s sustainability strategy and reporting and all matters under the theme of climate change and sustainability.
In the near term, the focus of this committee is to oversee the implementation of the Company’s carbon action plan to become
net carbon neutral by 2050. It will also guide the Group toward its goal of creating a circular economy while producing critical
metals for the decarbonisation of global economies.
The committee has access to sufficient resources to carry out its duties, including the authority to obtain, at the Company’s
expense, outside legal or other professional advice on any matter within its terms of reference and to invite those persons to
attend meetings of the committee.
Meetings are held as often as necessary, but at least twice a year. The committee held four meetings during the year under
review.
CORPORATE GOVERNANCE REPORT
150
L1 Attendance at meetings
Attendance at Board and committee meetings during the year under review is set out below:
Director
Boar
d
Audit
Committe
e
Nominatio
n
Committee
Remuneratio
n Committee
Risk
Committe
e
SHEC
Committe
e
Social and
Ethics
Committe
e
Climate
Change and
Sustainabilit
y Committee
Number
of
meetings
held
4 4 1 3 2 4 1 Delete
entire
colum
n
4
Loucas
Pourouli
s
4 - - - 1 - - - 2
Phoevos
Pourouli
s
4 4* 1 3* 1 4* 1 3
Michael
Jones
4 4* - 3* 2 2* - 4
Carol
Bell
4 4 1 3 2 4 1 4
David
Salter
4 4 1 3 2 4 1 4
Omar
Kamal
4 4 - - 2 4* 1 3
Roger
Davey
4 2# - 3 2 4 - 4
4
4 4 - 3 2 4* 1 4
Shelley
Wai Man
Lo
4 4* - - 2 4* - 4
Hao
Chen
4 - - - 1 - - 2
#
By invitation