PETRA DIAMONDS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS 2025

Contents
Strategic Report
1 FY 2025 performance highlights
2 At a glance
3 Investment case
4 Sustainability framework
5 Business model
6 Chair’s statement
8 Joint CEO (corporate) statement
10 Refinancing
12 Joint CEO (operations) statement
18 Financial review
24 Sustainability review
33 Market review
38 Strategy in action
40 Key Performance Indicators
42 Resources and reserves statement
44 Non-financial and sustainability
information disclosures
45 Section 172 statement
47 TCFD disclosures
54 Risk management and
Principal risks
62 Viability statement
Corporate Governance
66 Chair’s Introduction to Governance
68 Board of Directors
70 Executive Committee (Exco)
71 Corporate Governance Statement
81 Governance Framework
82 Report of the Audit and
Risk Committee
91 Report of the Nomination
Committee
94 Report of the Safety, Health
andSustainability Committee
97 Report of the Investment
Committee
99 Letter from the Remuneration
Committee Chair
101 Directors’ Remuneration Report
112 Directors’ Remuneration Policy
Financial Statements
119 Directors’ Responsibilities
Statement
120 Independent Auditor’s Report
127 Consolidated Income Statement
128 Consolidated Statement of Other
Comprehensive Income
129 Consolidated Statement
of Financial Position
130 Consolidated Statement
of Cashflows
131 Consolidated Statement
of Changes in Equity
132 Notes to the Annual Financial
Statements
Supplementary Information
170 Alternative Performance Measures
171 Five-year Summary of Consolidated
Figures
172 FY2025 Summary of Results
andNon-GAAP Disclosures
173 Annexure 1
174 Shareholder and Corporate
Information
178 Glossary
ABOUT US
Petra Diamonds Limited is a leading
independent diamond mining group,
supplying gem-quality rough diamonds
to the international market from its world
renowned portfolio of mines in South
Africa, safely and to the highest ethical
standards.
Petra is quoted on the Main Market of the
LondonStock Exchange under the ticker PDL.
This Annual Report covers our business holistically,
considering both the financial and non-financial
aspects of our performance. In addition we provide
asupplementary sustainability documentwhich can
be found on our website: www.petradiamonds.com
Navigation (reading and web)
Sustainability supplementary
informationonline
Annual Report page driver
Website driver
Front cover image:
A249 Type II D colour
gem quality diamond
recovered at Cullinan
Mine in May 2025
A note on the treatment of numbers in our FY 2025 Annual Report
During FY 2025 Williamson and Koffiefontein were sold, and have been classified as discontinued operation. As a result:
• All financial and production figures exclude Williamson and Koffiefontein for FY 2025, with all figures up to and
including FY2024 restated to exclude Williamson and Koffiefontein for comparative purposes unless otherwise stated.
• All ESG figures for FY 2025 exclude Williamson and Koffiefontein, bar the safety figures that include these two assets
up totheir point of sale (October 2024 and May 2025 respectively). All ESG figures up to and including FY 2024 include
Williamson and Koffiefontein.
• Reserves and Resources exclude Williamson and Koffiefontein for FY 2025, with FY 2024 figures including Williamson
andKoffiefontein.

Delivering safely and efficiently
SAFETY
1
(LTIFR)
0.28
FY24: 0.16
PRODUCTION
3
(MCTS)
2.43
FY24: 2.41
REVENUE
3
(US$M)
207
FY24: 310
ADJUSTED EBITDA
2, 3
(US$M)
27
FY24: 70
ADJUSTED EBITDA MARGIN
2, 3
(%)
13
FY24: 23
BASIC LOSS PER SHARE FROM
CONTINUING OPERATIONS
3
(CENTS)
64
FY24: 43
Notes to financial measures
1. All Safety figures include Koffiefontein and Williamson up to the point of sale
(October2024 and May 2025 respectively).
2. For all non-GAAP measures refer to the Summary of Results table within the
FinancialResults section.
3. Results for FY 2024 have been adjusted for discontinued operations.
4. Consolidated net debt includes cash and cash equivalent and all environmental
rehabilitation funds held by the cell captive.
5. FY 2025 figures exclude Williamson and Koffiefontein; FY 2024 include Williamson
andKoffiefontein.
Petra’s sustainability credentials Diamonds are a consumer
product and Petra recognises its
ethical and social responsibilities
Petra adheres to the strict standards of
industry bodies that we are affiliated to
Continued investing in operations
with afocus on debt reduction
CAPITAL EXPENDITURE
3
(US$M)
63
FY24: 73
CONSOLIDATED NET DEBT
2, 3, 4
(US$M)
261
FY24: 193
CONSOLIDATED NET DEBT:
ADJUSTED EBITDA
2, 3, 4
9.7x
FY24: 2.8x
GROSS DEBT
3
(US$M)
325
FY24: 271
Operating sustainably
CARBON EMISSIONS
5
(KTCO
2
E)
370
FY24: 423
WOMEN IN THE WORKFORCE
5
(%)
20
FY24: 22
WATER INTENSITY
5
(M
3
/T)
0.52
FY24: 0.70
TRAINING SPEND ON
EMPLOYEES
5
(US$M)
3.16
FY24: 4.22
B-
Climate
Change
B
Water
Security
Rating from CDP 2024
21
Amongst 105or 7th outof 24
insub-industry, lowerthan
average risk rating
Rated by
Sustainalytics
November 2024
K
S
Y
2025 PERFORMANCE HIGHLIGHTS
A leaner business delivering
onitsobjectives
This year has seen the continued focus on streamlining our business profile as we navigate persistent
challenging market conditions. Our operations have performed in line with guidance, and although
product mix did impact cashflows, we have delivered several key milestones as we position the
Company for the successful refinancing of our debt and sustainable long term value generation.
C+
Rated by
ISS-Corporate
2025
1
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

1
2
SOUTH
AFRICA
AT A GLANCE
We produce some of the world’s most
rare, precious and valuable diamonds
Where we operate
REVENUE BY MINE (%)
US$207m
TOTAL ROUGH DIAMOND
PRODUCTION BY MINE (%)
2.4MCTS
Cullinan Mine
Renowned for Type IIa white,
Type IIb blue diamonds and a
varied product mix.
Finsch
A consistent producer of sought-
after octahedral diamonds.
A value-led growth strategy
A resilient business with
aproactive approach to
managing market volatility
Strategy
pages 38-39
Sustainability
pages 24-32
The diamond market
pages 33-37
Our operations
pages 12-17
FY2025 Resource and Reserves Statement
pages 42-43
TOTAL PRODUCTION
(MCTS)
1.45
FY24: 1.40
REVENUE
(US$M)
137
FY24: 190
GROSS GROUP RESOURCES (MCTS)
1
173.83
FY24: 218.97
GROSS GROUP RESERVES (MCTS)
1
23.25
FY24: 27.78
POTENTIAL MINE-LIFE:
2
POTENTIAL MINE-LIFE:
2050 2037
TOTAL PRODUCTION
(MCTS)
0.98
FY24: 1.00
REVENUE
(US$M)
70
FY24: 120
Focused on delivering Our Purpose:
Creating abundance from rarity
Abundance for
ourpeople
in realising their full
potential to deliver
extraordinary outcomes
Abundance for
ourcommunities
through partnering to
provide enduring benefit
for future generations
Abundancefor
ourinvestors
in generating
sustainablereturns
Abundance for
ourcustomers
in celebrating
love, friendship and
life’s achievements
See more on our website
www.petradiamonds.com/about-us/our-purpose-values/
Cullinan Mine
66%
Finsch
34%
Cullinan Mine
60%
Finsch
40%
Our portfolio incorporates interests in two underground mines in South Africa
1
2
1. Williamson and Koffiefontein excluded for FY 2025
data, included for FY 2024 data.
2. Includes production from the D-Cut, a project at Cullinan mine not included in the current detailed LOM planning
andsubject to further feasibility work and approval.
2
Petra Diamonds Limited Annual Report and Financial Statements 2025

INVESTMENT CASE
A resilient business with a
compellingvalue proposition
Supportive natural
diamondmarket
• CY 2025 has seen a visible increase in investment and
advertising efforts with global marketing campaigns
tomarket natural diamonds
• Traceability and provenance increasingly important to
consumers and has potential to empower new wave of
demand with knowledge of origin of natural diamonds
• Demand from growing middle classes in emerging
markets expected to increase, supporting market
dynamics
World-renowned,
long-lifeassetbase
• Petra’s diamonds are mined from orebodies that
regularly yield high quality goods that have a strong
brand reputation
• Significant resource base supports extension
opportunities well beyond current mine plans,
withfurther potential to mine ore at depth
• Well positioned to benefit from market recovery
Disciplined capital allocation
tomaximise stakeholder value
• Focused strategy to optimise value, grow the business
and return value to investors
• Debt and interest payment optimisation is a priority
• Post-Period Refinancing supports capex programme
through FY 2026 and FY 2027, with cash generation
anticipated thereafter
Proactive approach to managing
market andcapital cycles
• Delivered a leaner business with capex savings and
deferrals for a sustained smoother capital profile
• Reduced mining and processing costs through rebasing
of assets while still delivering on production targets
• Tender sale flexibility to maximise price opportunity
Embedding sustainability
• Sustainability framework is at the heart of our business
objectives
• Safety is the number one priority and we have delivered
eight years of no fatality
• 2030 GHG reduction target on track
Read more about our operations
on pages 12-17
Read more about our capital allocation
on page 22
Read more about our business model
on page 5
Read more about our sustainability
on pages 24-32
Read more about the diamond market
on pages 33-37
Value-driven strategy
• Our effort during FY 2025 has been inwardly focused,
streamlining operations at Cullinan Mine and Finsch,
while also exiting from Koffiefontein and Williamson
• We have also further optimised our capital development
profiles, in line with our strategy to maximise value from
our existing assets. The successful execution ofthis,
along with stable operations will remain the focus areas
for Petra in the near-medium term.
Read more about our strategy
on pages 38-39
3
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SUSTAINABILITY FRAMEWORK
Integrating Sustainability
We aim to generate tangible value for each of our stakeholders, thereby contributing to
thesocio-economic development of South Africa, as our host country, and supporting
long-term sustainable operations to the benefit of our employees, partners and communities.
Built on the Petra Culture Code, ethical conduct, strong governance, and open,
transparentstakeholder engagement our Sustainability Framework is seamlessly
integratedinto our business strategy and fully embedded in our operations.
Valuing
our people
Driving shared
value partnerships
Delivering reliable
production
Respecting
our planet
Safety
Health, hygiene
andwellness
Diversity and inclusion
Training, development
and upskilling
Stakeholder relations
Community and
socialinvestment
Responsible sourcing
Climate change
Water management
Circular economy
Biodiversity
Mining to plan
Processing to plan
Asset reliability
Capex and Opex efficiency
Read more on
pages 26-27 [
Read more on
pages 28-29 •
Read more on
page 30
Read more on
page 31
This year our sustainability updates are provided in
ourAnnual Report with all supplementary information
provided in a supporting document online as well as a
separate GRI Document: www.petradiamonds.com/
sustainability/policies-important-information/
Sustainability
pages 24-32
TCFD
pages 47-53
Risk management
pages 52-60
We have adopted and aligned our reporting with the following:
• Global Reporting Initiative (GRI) Standards: 2021.
• Sustainability Accounting Standards Board (SASB) Metals
&Mining Sustainability Accounting Standard (now part
oftheIFRS Foundation)
• The Task Force on Climate-related Financial Disclosures (TCFD).
Our Values
Let’s do no harm
Let’s make
a difference
Let’s do it right Let’s take control Let’s do it better
Supported by our Culture Code
Read more on our Culture Code
page 29
See more on our website
www.petradiamonds.com/petra-diamonds-culture-code-
creating-abudance-from-rarety-industrial-theatre-2023/
4
Petra Diamonds Limited Annual Report and Financial Statements 2025

BUSINESS MODEL
Our Capitals
People & skills
Petra Culture
Code
Value-led
growth strategy
Productive
workforce
Specialist
skills
High-quality
assets
Significant
resources
Diverse product
range
Financial
Responsible
Capital
allocation
Access to
diversified
sources of Capital
Relationships
Mutually
beneficial
partnerships
Effective
internal and
external
stakeholder
engagement
Natural capital
Access to and
responsible
use of natural
resources
Technology
and equipment
Extension
of mine lives
Optimisation
Trialling
traceability
technologies
Investors
Post-Period
refinancing initiated:
maturity of debt
proposed to be
extended by c.4
years; Rights Issue
toprovide US$25m
cash injection.
Sustainable cost
reductions &
smoothed capex
profile offers long
term stability.
No dividends paid
toshareholders.
Creating value through responsible
use of our Capitals
Our purpose
Creating
abundance
from rarity
Outputs and outcomes
Planet
2.4 Mcts of diamonds
mined in FY2025,
producing 0.14 tCO
2
e/
ct and consuming
0.5M
3
/t of water.
We expect similar
diamond production
and water consumption/
tonne in FY2026 with
lower CO
2
e/ct
expected once we
start receiving green
electrons through our
wheeling Power
Purchase Agreement.
Customers
Quality and consistent
product offering.
Confirmed provenance
and heritage.
Our aim is to deploy
technologies that will
enable traceability and
provenance for gem
and near gem quality
diamonds above
0.5carats once trials
are complete.
Employees
US$87m paid in
salaries and other
benefits in FY2025.
This is expected to
reduce in FY2026
as a consequence of
reduced headcount
following the Business
Restructure carried
out during the Year.
Wage agreements
inplace until
30 June 2029.
Host
governments/
communities
US$12.2m paid in
taxes and royalties.
c.40,000
1
dependants
on our operations.
US$0.8m social
expenditure spent
inFY 2025, used to
contribute to community
development initiatives
near our operations.
Suppliers
US$169.9m
discretionary
procurement
expenditure
with95%of total
procurement spend
with local suppliers.
Operations
Our mines are bulk tonnage
operations which use
sophisticated mining and
processing technologies to
mine efficiently and safely
Reinvest
Our mines have
significant diamond
resources. Through
investing in extension
projects our portfolio
hasdecades
of potential
Sales
We maximise the
value of our product
through our competitive
tender process with
further value uplift from
sharing cutting and
polishing profits
Managing Risk
& Opportunity
Optimal
Resource
Allocation
Outlook
Prediction
1. Using the accepted x10 multiplier effect for South Africa.
5
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

CHAIR’S STATEMENT
Capital optimisation for a stronger
future
It is my privilege to write to you for the first time as the Non-
Executive Chair of Petra Diamonds. I was appointed to this role
atthe Annual General Meeting in November 2024, and I am
committed to the responsibility this role requires. My background
spans several decades of executive leadership and board roles
across multiple industries, including leading major companies
through restructurings and growth phases, which lends itself
tothecurrent chapter in Petra’s journey. I am also a significant
shareholder of Petra, currently holding roughly 11% of the Company’s
shares. In this letter, I will address our performance and key
developments in the past year, and, most importantly, how we are
positioning the business for building value for our stakeholders.
Streamlining and restructuring to preserve value
FY2025 was a year of significant operational effort at Petra
andIam pleased to report that we delivered steady operational
performance and met the lower end of our production guidance
of c. 2.4–2.7 million carats for the Year.
With a prevailing weak diamond market, emphasis was placed
oncost performance and cash preservation. Under a group-
wideBusiness Restructuring Plan initiated in late FY 2024,
whichcompleted in July 2025, every aspect of Petra’s cost
basewas scrutinised. US$10 million one-off operating and
Groupcash savings were implemented during FY 2024,
followedby a re-based operating cost profile addressed
inFY2025 thatresulted in US$18-20 million in sustainable
costreductions against prior guidance and a further optimised
capital profile forFY 2025 and beyond.
This was accomplished through a series of measures, including
reducing corporate overheads, optimising procurement, and a
labour restructuring programme, which included multiple labour
restructurings at Group level, Finsch and Cullinan Mine, including
moving Cullinan Mine from a continuous operation to a 3-shift
operation. I want to acknowledge that job losses are always
regrettable; the Board and Management did not undertake
thesedecisions lightly. We are deeply appreciative of the
contributions of all those employees who left Petra as part
ofthisprocess, andwe extend our sincere thanks to them.
Inaddition to our employees, we also evaluated our Board,
reducing the number of directors and cutting fees, yielding
a25%reduction in Board costs on an annualised basis.
In simplifying our portfolio, we completed the sale of the
Koffiefontein mine, which has resulted in US$23 million of
avoided closure costs, as well as the sale of our entire interest
inthe Williamson Diamond Mine in Tanzania to Pink Diamonds
Investments Limited, for up to US$16 million in deferred
consideration.
We also readdressed our capital expenditure programme to
ensure that Petra invests in its mines as efficiently as possible.
This meant deferring non-essential spend and re-phasing
projects to align with expected cash flows.
By resizing the organisation and actively managing its capital
discipline, Petra has significantly lowered its fixed-cost base,
improving cash flow stability and the Company’s ability to
weather market volatility.
We are committed to building value for all stakeholders,
aswe streamline the portfolio, reduce costs and ensure
we are well positioned to benefit from market recovery.
José Manuel Vargas, Non-Executive Chair
6
Petra Diamonds Limited Annual Report and Financial Statements 2025

Board and leadership changes
In February 2025, Chief Executive Officer Richard Duffy resigned
by mutual agreement after nearly six years at the helm. On behalf
of the Board, I want to again extend our gratitude to Richard for
his service and dedication through some very demanding years.
Given the timing of Richard’s departure, the Board decided to
putin place an interim leadership structure that could drive our
ongoing restructuring and operations. We appointed Mr. Vivek
Gadodia and Mr. Juan Kemp as Joint Interim Chief Executive
Officers. Vivek, previously our Chief Restructuring Officer,
nowoversees all corporate and financial matters, while Juan,
previously Operations Executive at Cullinan, is responsible for
alloperational and technical matters. Both individuals are
long-serving Petra executives with deep knowledge of the
business. This unique arrangement is working well, and I want
tocommend both Juan and Vivek for stepping up and providing
steady guidance at a critical time.
It is important to note that our interim CEOs have not been
appointed to the Board of Directors. This was a conscious
decision by the Board, taken to maintain governance continuity
and flexibility during the debt restructuring process. We expect
to revisit the leadership structure once the refinancing is
implemented and Petra moves into the next phase. In the meantime,
Vivek and Juan report directly into the Board and lead Petra’s
Executive Committee, ensuring that there is clear accountability
despite not formally holding Board seats during this interim
period. This approach has provided stability and allowed the
Non-Executive Directors and myself to closely oversee the
execution of our near-term objectives (with debt refinancing
atthe top of that list).
Further to these changes, our Chief Financial Officer since 2018,
Jacques Breytenbach, stepped down at the end of September
2024 for personal reasons. As part of a smooth succession,
Mr.Johan Snyman was appointed as Petra’s new Chief Financial
Officer effective 1 October 2024. Johan joined Petra earlier in
2024 as Group Financial Controller and has extensive finance
experience in the mining sector, having spent 17 years at a major
gold mining company.
Finally, at Board level, my own appointment as Non-Executive
Chair was part of broader Board renewal and governance
enhancements following our 2024 AGM. We have consolidated
Board committees and reduced Board size (now four directors,
from seven a year ago) to improve agility and cut costs. The
Board is united in its resolve to see Petra through this turnaround
and onto a path of being a sustainable cash generating business.
Diamond market conditions
Before concluding, I want to address the external context in
which Petra is operating, and why we feel confident about the
road ahead. The past year has been extraordinarily challenging
for the diamond sector globally. Rough diamond prices experienced
significant pressure in FY 2025, driven by a combination of
factors: high pipeline inventories, weaker demand from key
markets, and competition from lab-grown diamonds in certain
segments. This was further exacerbated by the unstable
geopolitical backdrop.
While there have been periods of stability, and major producers
taking steps to curtail rough supply during the downturn,
unfortunately, the backdrop still faces uncertainties. Post-Period
there were still uncertainties regarding US tariffs on India, and
mixed reports from China. At Petra, we are well positioned with
our mines, Cullinan Mine and Finsch, that produce some of the
world’s most desirable diamonds.
Confidence in Petra’s future
In closing, I want to emphasise why I believe Petra Diamonds
represents a compelling investment case as we move forward.
We have world-class assets with long lives and significant
resource potential; a strategy centred on value; and a leaner
operation that can deliver healthy margins. We have shown
thatwe are willing to take bold decisions, whether it’s selling a
non-core asset, cutting costs, or restructuring our debt, to create
and preserve shareholder value. As a result of the actions over
the past year, Petra today has a stronger foundation: a simplified
portfolio; a lower cost structure; and a supportive capital
structure with our refinancing underway. We are leveraged
tooutperform if the diamond market continues to recover.
I would like to thank all shareholders for your continued support
and patience. The journey has not been easy, but the direction is
clear. Petra Diamonds has emerged from this challenging year as
a more focused and resilient company.
The immediate focus is the refinancing of our 2026 1L and 2L
debt, of which we successfully reached an agreement in principle
in August 2025 for the refinancing of the Group. This agreement,
achieved after extensive negotiations, signals astrong commitment
by all our capital providers to Petra’s future. The refinancing plan
provides Petra with a stable, long-term capital structure and
includes an injection of new capital that willensure we have
ample liquidity to fund our critical mine extension projects and
working capital needs.
I have been impressed at the collaboration we have achieved
with both our creditors and equity investors recognising the
fundamental value in Petra’s assets and the sector.
In addition, our priorities for FY 2026 will be to deliver on our
production and cost targets and advance our mine extension
projects on schedule and budget.
Yours sincerely,
José Manuel Vargas
Non-Executive Chair, Petra Diamonds Limited
16October 2025
7
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

JOINT CEO (CORPORATE) STATEMENT
Delivering a lower cost, streamlined
business with a clear path forward
Having managed the multi-stream internal restructuring of
thebusiness as Chief Restructuring Officer, in February 2025,
Itookthe role of Joint Interim CEO alongside Juan Kemp
atapivotal time for the Company. This has been a privilege
andaresponsibility I take very seriously. Our shared leadership
approach reflects the current needs of the business, with my
focus on Group-level corporate matters, the most pressing item
being the refinancing of our debt, due to mature in Q1 CY 2026,
while Juan ensures stable operations and continued execution
ofour capital development projects, which are crucial to the
long-term sustainability of our business.
FY 2025 has been one of the most challenging years for Petra,
asthe business navigated a weaker diamond market forthe third
consecutive year, product mix weaknesses were encountered
atour mines, and multiple labour restructurings were carried
out.This has certainly not been easy, for our peopleand for the
business, and I would like to start this reflection by stating how
incredibly proud I am of how the team has responded, and to
thank everyone for their commitment to driving the business
forward. We made tough but necessary decisions that position
Petra as a leaner, more focused, and ultimately a more resilient
company. We have had to say goodbye to colleagues, and
friends, which has been upsetting – we wish them well and
thankthem for their contributions to Petra.
Through this difficult period, Petra has also reduced its portfolio
by completing the sale of Koffiefontein and its entire stake in
Williamson. This resulted in a simpler, streamlined business
focused on our two remaining assets, Cullinan Mine and Finsch.
We have a clear and compelling value proposition and have
been resolute in delivering the Business Restructuring Plan
before engaging with our various financial stakeholders to
address our debt obligations. We believe that our actions this
Year have demonstrated to all stakeholders our ability to manage
the business decisively and responsibly, laying the strong
foundation for a successful refinancing of our maturing debt.
Safety, culture and values
Above all, safety remains our top priority. Particularly in a year
where we have gone through multiple labour restructurings and
changes to shift patterns at both our remaining mines, we have
shown tremendous resilience and willingness to ensure we don’t
compromise on our safety culture. Juan Kemp, Joint Interim CEO
for Operations, reflects in more detail on our safety KPIs and
strategy in the operations review on pages 12-17.
I do, however, want to reflect on the Section 189 processes
inSouth Africa that were extremely difficult, and we did
nottakeany decision lightly. This has now been completed,
andourworkforce is significantly reduced to 4043 from 5461
inFY2024, including reductions as a result of completing
thesalesof Koffiefontein and Williamson during FY 2025.
Ourculture, which is built on resilience, team work and
accountability, is what has held us together through this
toughperiod of transition.
Delivering through agility
We have delivered against several key milestones this year.
Thecompletion of the sale of Koffiefontein, and our exit from
Williamson were strategic decisions that allow us to focus
ourattention on the strongest parts of our portfolio, Cullinan
Mine and Finsch. Alongside this, we completed a significant
restructuring of the business, including a reduction in corporate
overhead costs and further optimisation of our ‘smoother
capitalprofile’ strategy announced at the Investor Day last year.
We removed US$18-$20 million of costs, when compared to
previous guidance, from the business as a result of our Business
Restructuring Plan, which included transitioning Cullinan Mine
from a continuous operation to a three-shift configuration and
Finschfrom a continuous operation to two-shift configuration.
Against the backdrop of another challenging year,
wehaveachieved some significant milestones and are on
track to deliver the refinancing that will secure our future.
Vivek Gadodia, Joint Interim CEO
8
Petra Diamonds Limited Annual Report and Financial Statements 2025

In FY 2025, the Cullinan Mine and Finsch in South Africa
maintained solid performance, thanks to our commitment
tosafe,steady operations and disciplined cost management.
Wedelivered on our carat production targets, albeit closer to
thelower end of guidance, and kept costs under tight control
tomitigate the challenging market environment. This operational
resilience is fundamental to our value proposition.
Post-Period refinancing
Having delivered on our Business Restructuring Plan, we
werepleased, post-Period, to announce the agreed in principle
long-term solution for the refinancing (the Refinancing) of the
Group with key financial stakeholders to refinance Petra’s senior
secured bank debt facilities and 9.75% senior secured second
lien notes, due to mature in Q1 CY 2026, as well as a US$25
million rights issue.
The primary objective of the Refinancing was to preserve cash in
the business, while also enabling the continued execution of our
extension projects at both Cullinan Mine and Finsch. This was
achieved through an innovative agreement and demonstrates
collaboration between all financial stakeholders. The major
components of the Refinancing include:
1. an extension to the maturity date of the Senior Secured
Bank Debt to December 2029;
2. an extension to the maturity date of the Notes to March
2030, including a novel Payment in Cash or Equity (PICE)
construct; and
3. a fully underwritten US$25 million rights issue at 16.5 pence
per share.
The above agreement reflects the flexibility for the Company
tonavigate continued volatility in the market, while continuing
toexecute on the capital projects to unlock value in the short-
medium term.
I am pleased to confirm that we have secured a binding term-
sheet with our Senior Secured Bank Lender, while locking up the
majority of bondholders to do a consensual amend and extend
of the 2L Notes. Additionally, the Company has also secured
c.74% of the shareholder votes to vote in favour of the Rights
Issue and other Refinancing terms.
I would like to thank all of our financial stakeholders that worked
together to reach a balanced and fit-for-purpose refinancing
solution for the Company. We remain confident of completing the
Refinancing in Q4 CY 2025, with more detail provided on pages
10 and 11.
Market & product mix
The diamond market has remained subdued over the past year,
with macroeconomic pressures continuing to weigh on demand.
The imposition of US tariffs added further complexity. That said,
we are encouraged by the determination of industry players to
protect and promote the long-term health of the sector.
Against this backdrop, we have continued to take active steps
tomanage our sales process and inventory in line with our
value-focused approach. By maintaining flexibility with our
tenders, we have been able to effectively respond to short-
termvolatility, even as challenges such as a temporary weaker
product mix at Cullinan Mine have impacted revenues.
I am pleased to say that, while the market has continued
toexperience volatility throughout the Year, we have seen
product mix recovery, specifically at Cullinan Mine, as expected.
This improvement was evident in the final tender of FY 2025,
which has continued into the first two tenders of FY 2026.
We continue to be a member of the Natural Diamond Council
(NDC) and have been pleased to see the NDC, amongst other
industry players, drive marketing campaigns globally to de-
mystify the industry and encourage more demand for natural
diamonds. We anticipate that natural diamond demand will
recover, particularly as supply wanes in the medium- long term
and demand from developing middle classes is expected to
grow at the same time as the bifurcation of lab grown diamonds’
purchase proposition as a separate product category manifests.
Outlook
With Petra’s world-class assets, we are well positioned to benefit
from any market recovery, with our leaner business set to drive
shareholder value. Our near-term focus is to complete the
Refinancing to strengthen our balance sheet; focus on delivery
ofour execution projects; and ensure we have the financial
flexibility to navigate ongoing market volatility. We expect to
generate incremental value in the short-medium term as we
open new mining areas that will deliver an increased amount
ofcarats, while also improving our product mix over time.
Weremain focused on delivering meaningful value to our
stakeholders which is underpinned by our disciplined capital
allocation and operational excellence.
While market conditions remain uncertain, our strategic execution
ensures we are positioned today to weather the storm and, in the
future, to capitalise on opportunities.
Vivek Gadodia
Joint Interim CEO
16October 2025
9
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

REFINANCING
Proposed Refinancing with keyfinancialstakeholders
Over the past 18 months, Petra has been focused on delivering
its Business Restructuring Plan, resulting in a simpler and more
streamlined business and operating model, as referenced across
this Annual Report. This has included the sale of the Koffiefontein
and Williamson mines, multiple labour restructuring initiatives
and an optimisation and smoothing of the Group’s capital
development profiles.
On the back of this, the Company engaged with certain of its key
financial stakeholders to refinance the Group’s senior secured
bank debt facilities (Senior Secured Bank Debt) and 9.75%
seniorsecured second lien notes (ISINs XS2289895927 and
XS2289899242) (the Notes). The Senior Secured Bank Debt
andNotes are currently set to mature in January 2026 and
March2026, respectively.
As a result of these discussions, the Company has agreed in
principle a long-term solution for the refinancing of the Group,
subject to shareholder approval, comprising:
1. an extension to the maturity date of the Senior Secured
Bank Debt to December 2029 and certain other changes
tothe terms of the Senior Secured Bank Debt;
2. an extension to the maturity date of the Notes to March
2030 alongside concurrent amendments to the Notes; and
3. a US$25 million rights issue at 16.5 pence per share that
isto be underwritten by certain existing shareholders
(theRights Issue), (together, the Refinancing).
In connection with the Refinancing, the Company also
announced that it has executed a lock-up agreement (the
Lock-Up Agreement) with aworking group of holders of the
Notes, representing more than99% of the Notes, and a backstop
agreement (the Equity Backstop Agreement) with certain
shareholders of the Company as well as Vivek Gadodia
andJuanKemp, Interim Joint Chief Executive Officers of
theCompany, who have both acceded to the terms of the
EquityBackstop Agreement in their personal capacities.
The extension of the maturity date of the Notes and certain
otherchanges to the terms of the Notes described below as
partof the Refinancing are intended to be implemented by way
of a voluntary consent solicitation process (Consent Solicitation).
The execution of the Lock-Up Agreement and the Equity
Backstop Agreement marked a positive step forward in the
implementation of the Refinancing. Pursuant and subject to
theterms of the Lock-Up Agreement, the parties thereto have
undertaken to take all actions reasonably necessary in order to
implement the Refinancing on the terms set out in the Lock-Up
Agreement and to not delay or prevent the implementation of
theRefinancing.
Key terms of the Refinancing
• the maturity date of the Notes will be extended to March 2030
• interest on the amended Notes will be payable in cash,
issuance of new ordinary shares in the share capital of Petra
(New Shares) or a combination of cash and New Shares, which
will be at the Company’s discretion;
• the coupon of the Notes will accrue at a rate of 10.5% per
annum if paid in cash, and 11.5% per annum if paid in New
Shares (the PICE Mechanism). Where the PICE Mechanism
isexercised, the number of New Shares to be issued by the
Company and allotted to the Noteholders shall be calculated
by dividing the relevant coupon amount by the following share
prices: (i) in Year 1/FY 2026, 50 pence per ordinary share;
(ii)inYear 2/FY 2027, an amount equal to the 12-month volume
weighted average price of the ordinary shares in the Company;
and (iii) in Year 3/FY 2028 onwards, an amount equal to 50% of
the 120-day volume weighted average price of the ordinary
shares in the Company;
• interest due on 31 December 2025 will be paid based on a
blended coupon calculation, such that accrued interest from
the last interest payment up to the date on which the Lock-Up
Agreement becomes fully effective in accordance with its
terms shall be paid in cash at 9.75%, with the balance of the
coupon paid in accordance with the terms of the new Notes;
• the covenants of the Notes will be amended to allow the
Group to incur shareholder funding that is contractually
subordinated to the Notes for the purpose of funding up
totwoyears’ worth of coupon payments on the Notes;
• Petra will undertake the Rights Issue to raise gross proceeds
of approximately US$25 million through the issuance of New
Shares at a price of 16.5 pence per ordinary share. The Rights
Issue will be underwritten by Backstop Providers; and
• Petra will also implement an incentivisation plan for the benefit
of the management, the Chairman and other senior managers
of the Company (the Incentivisation Plan) of up to 16 million
warrants in total, with up to 3.75 million of warrants for the
benefit of the Chairman and up to 12.25 million of warrants for
the benefit of management and senior managers, at a strike
price of 35 pence, with one-third vesting on completion of the
Refinancing, one third on the first anniversary of the
Refinancing and the last third on the second anniversary with
an exercise period of four years from completion of the
Refinancing, subject to customary provisions regarding good
and bad leaver terms.
Post-Period Event:
Refinancing of the Company
Post-Period end, on 8 August 2025, the Company announced a proposed
refinancing for the Company with key financial stakeholders.
10
Petra Diamonds Limited Annual Report and Financial Statements 2025

Discussions with our senior lender
The Company has been in advanced discussions with the
provider of the Senior Secured Bank Debt (the Senior Secured
Bank Lender) in relation to the terms of the Refinancing as they
apply to the Senior Secured Bank Debt and has entered into a
commitment letter and binding term sheet covering amendments
to the existing facilities. The terms of the new senior secured
bank facilities will substantially adhere to the existing terms,
savefor any enhancements that the Senior Secured Bank
Lendermay require.
The key commercial terms include (among other things):
• an extension of the maturity of the R1,750 million revolving
credit facility to December 2029;
• a revised margin, anticipated to be JIBAR plus up to 500
basispoints (from the current JIBAR plus 415 basis points);
• an agreed amortisation profile that will result in a reduction
ofthe R1,750m facility to R1,000m by end of June 2029;
• an updated financial covenant package to reflect prevailing
market standards for facilities of this nature and consistent
withthe Group’s anticipated capital structure following
implementation of the Refinancing, including adjustments
tothe leverage ratio test, the interest cover ratio test, and
theminimum liquidity covenant (among other things);
• updated cashflow protocols and basket limits; and
• an upfront fee of 75 basis points to be paid over the term
ofthe facility, with the commitment fee of 125 basis points
remaining unchanged.
Further details of the Refinancing, including an overview of
theterms of the Lock-Up Agreement and the Equity Backstop
Agreement can be found on the Company’s website here:
www.petradiamonds.com/investors/news-alerts/
In August, we were pleased to confirm the signing of a Lock-Up Agreement and a
Backstop Agreement with key financial stakeholders, marking a significant milestone in
securing the Company’s financial future. The proposed Refinancing will preserve existing
shareholder ownership and demonstrates the support of all of Petra’s financial stakeholders
for its updated business plan, which, with its lower cost and further optimised capital profile,
is more resilient even in the current market dynamics.
As part of the transaction, Petra will raise US$25million through a fully underwritten
rightsissue by certain key shareholders to fund ongoing capital programmes. In addition,
the introduction ofthe PICE
mechanism is positive for the Company’s liquidity position,
allowing bond coupon payments tobe made in shares, if required, without increasing debt.
The maturity of both the Company’s senior debt and bonds will be extended by four years,
offeringlong-term financial stability and the headroom to focus on delivering its business
plan. The Refinancing is anticipated to be completed on a consensual basis, which will
result inmaterial cash savings compared to the implementation of the 2021 financial
restructuring.
Vivek Gadodia
Joint Interim CEO
11
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

JOINT CEO (OPERATIONAL) STATEMENT
With nearly 18 years at Petra and over three decades of
experience in the mining industry, I have consistently championed
safe, efficient, and high-impact operational delivery, always driven
by a commitment to excellence and forward momentum. As we
navigate one of the most challenging periods in the history of the
diamond industry, I have drawn on this extensive experience to
lead our team, now in my role as Joint Interim CEO overseeing
operations, to deliver stable and sustainable production in the
near term, while positioning the business for long-term value
creation. Our focus remains on driving continuous improvement
through the disciplined execution of comprehensive project
plans across all key operational areas.
This Year, our performance was tested by a persistently low
diamond price environment, compounded by a temporary dip in
the product mix at Cullinan Mine. While these factors impacted
revenue, our team successfully maintained consistent operational
delivery, achieving the lower end of our production guidance of
2.4 to 2.7 million carats. This was a significant accomplishment,
particularly as we advanced our streamlining initiatives to
optimise capital allocation and further reduce costs, ensuring
Petra remains resilient and well-positioned for future growth.
Production
At Group level, total tonnes treated remained stable at 6.9 million
tonnes (Mt) in FY2025, broadly in line with the 7.0 Mt processed
in FY2024. This consistency is a commendable outcome,
particularly considering the internal replanning efforts underway
across our operations. Notably, both Finsch and Cullinan Mine
have now transitioned from continuous operations to two-
andthree-shift systems, respectively – with this having been
completed at Finsch in the first half of FY 2025, and at Cullinan
Mine post-Period in Q1 FY 2026.
Following the implementation of the shift change at Finsch,
performance steadily improved as the team adaptedtothe new
operating model and team structure. However, dilution remained
a challenge throughout the year, resulting in a 7% YoY reduction
in grade. We expect this to improve as mining progresses into
81L (the lowest level of Upper Block 5) and the Lower Block 5,
where ore quality is significantly higher.
At Cullinan Mine, overall diamond production increased 3%,
withproduction tonnes decreasing 3%, offset by a 7% YoY
improvement in total grade. This was driven bythe processing
ofhigher-grade tailings material, improved plant efficiencies, and
our continued focus on a value-over-volume strategy. Towards
the end of the Year, we began to slowly ramp up tonnage from
the eastern side of the C-Cut block and the CC1 East Sub-Level
Cave, which contributed to a notable improvement in product mix.
Rough diamond production
Group diamond production for FY2025 totalled 2.4 million carats
(Mcts), aligning with the lower end of our guidance and reflecting
solid operational performance across both mines during a volatile
period for the industry.
Challenges with product mix were encountered at both operations,
primarily due to the maturity of the current mining areas. At Finsch,
product mix showed signs of improvement as fresh ore was
accessed from new zones in line with the mine plan. Cullinan
Mine, however, experienced a prolonged period of weaker
product mix. Encouragingly, as material from the CC1 East and
the eastern side of the C-Cut block slowly became part of the
mining mix, we saw a marked improvement in product mix.
This positive trend was evident post-Period in the first tender of
FY2026, which included carats recovered during Q4 of FY2025.
The tender featured a notable recovery of gem-quality stones across
all size fractions, underscoring the improving quality of production
and the potential for enhanced revenue generation going forward.
Focused on safe, reliable production
We have streamlined the portfolio and
optimisedoperations while delivering
withinproduction guidance.
Juan Kemp, Joint Interim CEO
12
Petra Diamonds Limited Annual Report and Financial Statements 2025

Operational summary
Unit FY2025
FY2024
Restated
1
Var.
Production
ROM diamonds Carats 2,248,645 2,270,037 -1%
Tailings and other diamonds Carats 180,190 136,389 +32%
Total diamonds Carats 2,428,835 2,406,426 +1%
Tonnages treated
ROM tonnes Mt 6,485,074 6,59 4,174 -2%
Tailings and other tonnes Mt 407,579 369,546 +10%
Total tonnes treated Mt 6,892,653 6,963,720 -1%
1. Restated to remove Williamson and Koffiefontein which are classified as discontinued operations
Safety
Safety remains central to Petra’s success. Our people are the
foundation of our operations, and their health, safety, and
wellbeing are our highest priority. We continue to embed a
proactive risk management approach to prevent harm to our
workforce, visitors, and the broader environment. Across all
areas of the business, we strive to apply best-practice standards
as we work toward our goal of zero harm.
In FY2025, we proudly marked eight consecutive years without
afatality, an achievement that reflects our deep commitment
tomaintaining a safe operating environment. However, we
experienced fluctuations in our safety performance, with Lost Time
Injuries (LTIs) increasing to 13 and our Lost Time Injury Frequency
Rate (LTIFR) rising to 0.28 (FY2024: 10 LTIs and LTIFR of 0.16).
These movements were largely behavioural and correlated
withthe implementation of new shift patterns across operations.
To address this, we have implemented targeted remedial action
plans. A key focus for FY2026 will be restoring workforce
stability and fostering a positive, engaged mindset. We believe
these efforts, alongside the continued rollout of our Petra Culture
Code, will support improved safety performance at both Cullinan
Mine and Finsch, contributing to the safe, reliable, and consistent
running of our operations.
It is important to note that Williamson has been retained in these
safety figures, reflecting our responsibility for its workforce and
operations until May 2025. From FY 2026 Williamson will be
excluded from our safety reporting. Future disclosures will reflect a
business focused solely on underground operations, with a higher
proportion of employees engaged in core production activities.
Post-Period revised life-of-mine planning
Following the sale of Koffiefontein and Williamson, Petra is a
two-mine portfolio focused on our core South African assets,
completely streamlined to maximise value as we embark on
therefinancing of our debt. Regrettably this has also meant a
loss of a significant number of employees, some of whom had
contributed to Petra for many years. I have been profoundly sad
to have to say goodbye to many colleagues and friends. I am
alsovery grateful to those that have stayed with the Company,
navigating new shift patterns and positions of responsibility
aswe rebase the business.
Post the reporting Period, we announced the outcomes of our
life-of-mine reviews—marking the final phase of our comprehensive
Business Restructuring Plan. These reviews wereundertaken to
align Petra’s cost base with its streamlined production profile and
to ensure long-term operational and financial sustainability.
At Cullinan Mine, the mining layout for C-Cut Phase 2 (Extensions
1 and 2) was redesigned and rescheduled. This new configuration
improved the stability of C-Cut Phase 2 and allows for improved
access to Extension 3 when an investment decision is made to
develop that part of the ore body
At Finsch, the redesign of the 81 Level (81L), along with the
rescheduling of both 81L and the Lower Block 5 Sub-Level Cave
(86L–90L), will support a robust transition from the current sub-
level cave to the new Lower Block 5 SLC over the next two years.
These updates reflect our commitment to disciplined capital
allocation, operational efficiency, and long-term value creation
across our assets.
Focus for FY2026
As we move into FY2026, we expect the improved quality and
higher overall recovered value recovered from both Cullinan
Mine and Finsch to continue as we ramp up our operations in
linewith our mine plans.
Safe and reliable production remains a key focus. This also
means a focus on stability, not just for the operations themselves,
but our people. Given this year’s significant shifts to the internal
structures of the Company, we want to reinstate a sense of
stability, ensuring for a confident, engaged workforce with a
supported wellbeing. The recent review of capital allocation
means that ROM at Cullinan Mine will be reduced from FY2027,
with the recent replanning having factored this in so as to avoid
any further internal upheaval.
We will continue our extension projects in line with our revised
mine plans, consistently monitoring our costs and ensuring we
retain our efficiencies as far as possible.
Juan Kemp
Joint Interim CEO
16October 2025
13
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Revenue was down 28% YoY at US$136 million (FY2024:
US$189million). This was the result of a continued weakness in
the diamond market, exacerbated by a longer than expected
volatility in Cullinan Mine’s product mix. That said, we saw some
high value Type II stones as well as several significant blues
recovered during the Period, with an improvement of product mix
noted in the final tender of the year. We anticipate this trajectory
to continue as we increase the input of fresh ore from the CC1E
project and the re-opening of Tunnel 41 on the Eastern side of
the C-Cut progresses.
Total production came in above guidance of 4.3-4.5Mt for
FY2025 at 4.7Mt. Total grade improved 7% driven by the mining
of higher-grade tailings material, enhanced processing
efficiencies, and fresh ore from CC1E, all of which mitigated the
waste ingress experienced at the C-Cut during FY2024.
We remain on track with our development projects. Over the
Year we made good progress with the CC1 East development
project with the first meaningful contribution of higher-grade ore
expected in Q2 FY2026 whereafter we expect a ramp up over
the next 12-18 months. We have also made good progress as we
work towards the C-Cut extension 1, which is made up of two
production tunnels to the east of the current C-Cut block.
FY 2026 guidance and beyond
On 8 August 2025 the Company published updated mine
bymine guidance for FY 2026 – FY 2030, which can be found
on our website: www.petradiamonds.com/investors/
shareholder-centre/analysts. The graph on page 15 shows
Cullinan Mine’s extended life-of-mine profile to FY 2045,
comprising the approved mine plan and future extension
potential. Production steps down to 3.5–3.7Mtpa from FY 2027
onwards with carat production being maintained at 1.4Mcts as
higher grade and fresher orebodies are accessed in the eastern
part of the mine. The approved mine plan comprises completing
the development of CC1E, C-Cut Extension 1 & 2 and ventilation
mitigation plans which will also enable future life extensions
without the need for a new ventilation shaft.
Total extension capital for FY 2026 – FY 2030 is expected to be
US$148-160 million. This includes provision for CC1 East, C-Cut
Extension 1 & Extension 2 and associated infrastructure
Beyond FY 2030, Cullinan Mine has significant potential, with a
further c. 8.5 Mcts that can be mined from the CC1E Phase II and
C-Cut Extension 3 orebodies.
Cullinan Mine
Renowned for many famous diamonds,
andproducing very rare and highly
valuableTypeIIb blue diamonds, large
high-quality Type IIa white diamonds.
Mining Method
Underground block cave andsub-level cave
Mine Plan
Approved LOM to 2035 withfurther LOM
extensionopportunities
GROSS RESOURCES
(MCTS)
140.51
FY24: 142.25
CARBON EMISSIONS
(TCO
2
E/CT)
0.16
FY24: 0.16
LTIFR
0.43
FY24: 0.27
EMPLOYEES AND
CONTRACTORS
2,235
FY24: 2,375
1
WATER EFFICIENCY
(M
3
/T)
0.15
FY24: 0.04
OPERATIONAL REVIEW
1. Contractor figures have been recalculated at Cullinan Mine for FY 24
resultingin updated figures on prior reporting.
14
Petra Diamonds Limited Annual Report and Financial Statements 2025

Cullinan Mine performance FY 2025
Unit FY2025 FY2024 Var.
Sales
Revenue
1
US$m 136 189 -28%
Diamonds sold Carats 1,416,351 1,633,456 -13%
Average price per carat US$ 96 116 -17%
Total Production
Tonnes treated Tonnes 4,699,659 4,866,990 -3%
Diamonds produced Carats 1,453,008 1,404,791 +3%
Grade
2
ROM Cpht 29.7 28.2 +5%
Tailings Cpht 44.2 36.9 +20%
1. Revenue reflects proceeds from the sale of rough diamonds and excludes revenue from profit share arrangements
2. Petra is not able to precisely measure the ROM / tailings grade split because ore from both sources is processed through the same plant; the Company therefore back-calculates the
grade with reference to resource grades.
CULLINAN MINE EXTENDED LOM PROFILE TO FY 2045 SHOWING APPROVED LIFE MINE PLAN AND FUTURE EXTENSION POTENTIAL
0
ROM Tonnes (million)
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
Total Carats (million)
FY 2045
FY 2044
FY 2043
FY 2042
FY 2041
FY 2040
FY 2039
FY 2038
FY 2037
FY 2026
FY 2027
FY 2028
FY 2029
FY 2030
FY 2031
FY 2032
FY 2033
FY 2034
FY 2035
FY 2036
Future extensionApproved life-of-mine
C-Cut CC1E Ph1 C-Cut Ext 1 & Ext 2 C-Cut Ext 3 CC1E Ph2 Total carats recovered (RHS)
Note: C-Cut Ext 3 and CC1E Ph 2 shown as future potential are not approved and not included in the 5-year guidance.
15
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

During the first half of the Year, Finsch underwent a significant
operational shift from a continuous operations model to a
two-shift system configuration. This transition initially impacted
performance, with output falling below expectations. However,
by the latter part of H1, the team had adapted to the new
structure, resulting in a marked improvement in operational
performance, with full year production results coming in within
the lower band of guidance.
Revenue was down 42% YoY, a result of the market performance
and issues experienced with product mix associated with Upper
Block 5. A key focus this Year was to limit dilution to optimise
ROM grades and whilst grade was down 7% YoY, ore feed quality
improved as the Year progressed and we entered Lower Block 5
level 86 and 88. We expect this to stabilise further as we ramp
up production from this area where the ore is less diluted and
coarser stones are expected to be recovered.
Our development projects have experienced minor delays
owingto adverse ground conditions intersected on the 86L
which necessitated a slower development rate as the area was
equipped with additional ground support. We do not expectthis
to impact the mine’s overall performance for FY2026.
FY 2026 guidance and beyond
On 8 August 2025 the Company published updated mine
bymine guidance for FY 2026 – FY 2030 on our website:
www.petradiamonds.com/investors/shareholder-centre/analysts.
The graph on page 17 illustrates the extended life-of-mine profile
for Finsch to FY 2037, showing the approved mine plan as well
asfuture extension opportunities. With a smaller orebody than
Cullinan Mine, Finsch’s mine life is more limited, although no
account is currently made for the potential of the South-West
Precursor.
The approved mine plan includes provision for the development
of 81L (new level added) as well as completing the deferred
86-90L 3L-SLC project, with remaining capital for FY 2026 –
FY2030 expected to be between US$118-128 million.
Future extension potential could see Finsch continue mining
tothe late 2030s to the 100 level, though this requires further
sampling and resource work.
Finsch Mine
Renowned for highly commercial diamonds
of+5 carats and rich gem-quality smaller
diamonds together with large and very
rarefancy yellow diamonds.
Mining Method
Underground sub-level cave
Mine Plan
Approved LOM to 2033, withfurther LOM
extensionopportunities
GROSS RESOURCES
(MCTS)
33.32
FY24: 34.32
CARBON EMISSIONS
(TCO
2
E/CT)
0.13
FY24: 0.13
LTIFR
0.47
FY24: 0.22
EMPLOYEES AND
CONTRACTORS
1,723
FY24: 1,813
WATER EFFICIENCY
(M
3
/T)
1.34
FY24: 1.21
OPERATIONAL REVIEW / CONTINUED
16
Petra Diamonds Limited Annual Report and Financial Statements 2025

Finsch performance FY2025
Unit
Twelve months
FY2025 FY2024 Var.
Sales
Revenue US$m 70 120 -42%
Diamonds sold Carats 943,554 1,227,40 9 -23%
Average price per carat US$ 74 98 -25%
ROM Production
Tonnes treated Tonnes 2,192,994 2,096,730 +5%
Diamonds produced Carats 975,828 1,001,636 -3%
Grade Cpht 44.5 47.8 -7%
FINSCH EXTENDED LOM PROFILE TO FY 2037 SHOWING APPROVED LIFE OF MINE PLAN AND FUTURE EXTENSION POTENTIAL
0
Tonnes (million)
0.5
1.0
1.5
2.0
2.5
3.0
Carats
(million)
FY 2038
FY 2037
FY 2026
FY 2027
FY 2028
FY 2029
FY 2030
FY 2031
FY 2032
FY 2033
FY 2034
FY 2035
FY 2036
Approved life-of-mine Future extension
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
Upper Block 5 (up to 78L) 3L-SLC (86-90L) 81L 92L-100L Total carats recovered (RHS)
Note: 92L – 100L shown as future potential is not approved and not included in the 5-year guidance.
17
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

FINANCIAL REVIEW
Positioning Petra for stability
FY 2025 was about reducing costs, rationalising
capital, and securing the refinancing thatsafeguards
our balance sheet.
Johan Snyman, Chief Financial Officer
My first year as CFO was about resilience: reducing costs,
rationalising capital, and securing the refinancing that safeguards
our balance sheet. It was marked by decisive action to stabilise
the business against a backdrop of persistent market weakness
and a decline in product mix, although this was resolved as we
moved into fresher ore post-Period end. It was also a year of
heightened refinancing requirements. Our focus has been on
protecting liquidity, implementing further cost discipline, and
ensuring that Petra is positioned to refinance its debt facilities
ahead of the 2026 maturities. During the Period, a strategic
decision was taken to sell the remaining shareholding of
Williamson Diamond Mine, and therefore all financial numbers
exclude the results of Williamson, including restated prior
yearnumbers.
While our FY 2025 results reflect the impact of weaker diamond
pricing, the measures undertaken during the Year place Petra
onfirmer footing as we enter FY 2026, with the Company’s
newstreamlined cost profile now US$18-20 million lower
thanprior guidance. We have protected our balance sheet via
capitaldeferrals, strict working capital management, and early
engagement with financiers resulting, post-Period, in the agreement
of a proposed refinancing of our borrowing facilities, including
both the first- and second-lien structures (see pages 10&11).
Tofurther support the proposed refinancing, the Company
willlaunch a US$25 million rights issue, fully backstopped by
keyshareholders. This cash injection, together with our ability
tosettle bond interest obligations through the issuance of shares,
will significantly enhance short-term liquidity and support the
continued execution of our critical capital programmes.
Having significantly streamlined the business, we are satisfied
that the Group will be able to continue to operate and meet its
liabilities as they fall due over the next going concern period.
However, this assessment hinges primarily on the successful
execution of the agreed proposed Refinancing ahead of the
January and March 2026 maturities which remains our key
focusin the near-term.
In closing, I want to thank the Board for the opportunity to serve,
my fellow Executive Committee colleagues for their support, and
the teams across Petra who have stood alongside me through a
challenging year. I would also like to acknowledge, with respect,
those employees who unfortunately left the business as part of
the labour restructuring. Finally, I am deeply grateful to my own
teams for their unwavering commitment and resilience in helping
me navigate demanding and difficult times. Together, we remain
focused on leading with purpose and working towards
sustainable long-term value creation.
Johan Snyman
Chief Financial Officer
16October 2025
18
Petra Diamonds Limited Annual Report and Financial Statements 2025

Revenue (KPI)
Revenue from rough diamond sales for FY 2025 amounted to US$206 million (FY 2024: US$309 million), with US$1 million in both
FY2025 and FY 2024 for polished diamonds, with FY 2024 benefiting from approximately US$50 million in revenue from unsold
diamonds in FY 2023 carried over to the first half of FY 2024. Pricing across the year reflected ongoing global macroeconomic
pressures, including subdued consumer demand in key markets, higher interest rates, continued competition from lab-grown
diamonds, and uncertainty related to recent US tariffs, with like-for-like prices softening at both operations. No exceptional stones
(≥US$15 million) were recovered or sold during the Year.
We actively manage diamond price risk by maximising realised value through the timing and competitive nature of our tenders.
Thisflexible approach allows us to defer parcels to later tenders when we believe demand will be stronger, or to enter into profit
sharing arrangements that capture additional value from the cutting and polishing of selected stones.
Pricing
FY 2025
US$/carat
FY 2024
US$/carat
Cullinan Mine 96 116
Finsch 74 98
Mining and processing costs
Mining and processing costs comprise on-mine cash costs and other operational expenses.
On-mine cash
costs
1
US$m
Diamond
royalties
US$m
Diamond
inventory and
stockpile
movement
US$m
Group
technical,
support
andmarketing
costs
2
US$m
Adjusted
mining and
processing
costs
US$m
Group
restructure
costs
3
US$m
Depreciation
and
amortisation
US$m
Total mining
and processing
costs (IFRS)
US$m
FY 2025 158 1 (1) 17 175 5 75 255
FY 2024 173 2 39 20 234 4 75 313
% movement -8% -50% -15% -25% 0% -18%
1. Includes all direct cash operating expenditure at operational level, i.e. labour, contractors, consumables, utilities and on-mine overheads.
2. Certain technical, support and marketing activities are conducted on a centralised basis.
3. Restructure costs include retrenchment payments made to employees as part of Cullinan mine and Finsch’s change from continuous operations and a reduction of corporatecosts.
On-mine cash costs reduced 8% to US$158 million in FY 2025 from US$173 million in FY 2024. This happened even though wages,
electricity, and other supplies got more expensive and the exchange rate was stronger. Group technical, support, and marketing
costs also went down to US$17 million from US$20 million, a 15% decrease compared to last year. These savings came from a
company-wide restructuring plan, which included completing the sale of Koffiefontein and Williamson, changing staff structures,
improving how we buy supplies, and moving some head-office functions to the operations.
Adjusted profit from mining activities
Adjusted profit from mining activities declined 58% to US$33 million (FY 2024: US$78 million). The decrease was partly driven
bythedecision to postpone the sale of diamonds mined in FY 2023 in order to benefit from what were anticipated to be better
pricesinFY 2024 (gross profit impact of approximately US$13 million), lower sales volumes of around US$3 million, an unfavourable
productmix of about US$22 million, and weaker market prices of roughly US$29 million. While these factors were largely outside
management’s control, they were actively mitigated by improvements in on-mine cash costs of about US$15 million, lower group
costs of approximately US$3 million, and a one-off royalty tax refund at Finsch, underscoring management’s focus on controllable
levers to protect profitability.
FY 2025 FY 2024
Cullinan Mine
US$m
Finsch
US$m
Total
US$m
Cullinan Mine
US$m
Finsch
US$m
Total
US$m
Revenue 137 70 207 190 120 310
Adjusted mining and processing costs
1
(98) (77) (175) (123) (111) (234)
Other direct mining income 1 – 1 1 1 2
Adjusted profit (loss) from mining activities 40 (7) 33 68 10 78
Adjusted profit margin 29% (10%) 16% 36% 8% 25%
Adjusted Group G&A Not allocated per mine (6) Not allocated per mine (8)
Adjusted EBITDA 27 70
1. Adjusted mining and processing costs include certain technical and support activities which are conducted on a centralised basis. These include sales & marketing, human resources,
finance & supply chain, technical and other functions. For the purposes of the above, these costs have been allocated 60% to Cullinan Mine and 40% to Finsch. For more information,
refer to the operational cost reconciliation available on the analyst guidance pages on our website.
19
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

FINANCIAL REVIEW / CONTINUED
Adjusted EBITDA (KPI)
Adjusted EBITDA, defined as adjusted profit from mining activities less adjusted Group G&A, decreased to US$27 million (FY 2024:
US$70 million), resulting in a margin of 13% (FY 2024: 23%). The decline was primarily driven by lower revenue. However, disciplined
cost management and the use of controllable levers partially offset this impact, highlighting management’s continued focus on
efficiency and resilience in a challenging market environment.
Impairment charge
Management is required to review indicators of impairment and potential impairments at each reporting period. In FY 2025, impairments
were recognised for both Cullinan Mine (US$70 million) and Finsch (US$37 million). This review was driven largely by revised forward-
looking diamond pricing assumptions and other macroeconomic factors. Importantly, these are non-cash accounting adjustments
thatdo not impact the Group’s liquidity, cash generation, or ability to fund operations and capital programmes. Further detail of the
underlying impairments is provided in Note 6 of the financial statements.
The group also booked expected credit losses on the BEE loans receivable of US$23 million.
Net financial expense
The net financial expense of US$9 million (FY 2024: US$18 million) comprises:
FY 2025
US$m
FY 2024
US$m
Gross interest on Notes, bank loans and overdrafts 34 33
Other debt finance costs, including facility fees and IFRS 16 charges 2 2
Unwinding of the present value adjustment for Group rehabilitation costs 5 5
Notes redemption premium and acceleration of unamortised bank facility and Notes costs 1 –
Offset by:
Interest received on bank deposits (2) (3)
Interest receivable on loans and other receivables (6) (6)
Foreign exchange gains on settlement of forward exchange contracts (6) (5)
Interest received from Revenue Authorities (SARS) (6) –
Net unrealised foreign exchange gains (8) (7)
Gain on extinguishment of 2026 Loan Notes (5) (1)
Net financial expense 9 18
Overall, while gross interest and other financing charges remained broadly stable year-on-year, the Group benefited from meaningful
foreign exchange gains and the gain on the extinguishment of the 2026 Loan Notes. As a result, net financial expense decreased
compared to FY 2024, underscoring the positive impact of treasury actions, interest received from revenue authorities and balance
sheet management despite ongoing debt service obligations.
Sale of the Koffiefontein mine
The disposal of the Koffiefontein asset concluded during the Year with the granting of unconditional Section 11 consent under the
Mineral and Petroleum Resources Development Act for the sale of Blue Diamond Mines (Pty) Ltd to Koffiefontein Holdings (Pty) Ltd,
anaffiliate of the Stargems Group. Petra completed the transaction and handover before the end of October 2024. The transaction
allowed Petra to avoid incurring closure-related costs of US$22 million, which had been included in the 30 June 2024 balance sheet
provisions. This outcome reflects management’s previous commitment to achieving a responsible exit from Koffiefontein, avoiding
material closure liabilities and ensuring the continuation of economic activity under new ownership.
The Group realised a profit of US$12 million on the sale of Koffiefontein mine.
Sale of the Williamson mine
Petra also completed the sale of its entire shareholding in the entity holding its interest in Williamson Diamonds Limited (WDL),
together with all related shareholder loans, to Pink Diamonds Investments Limited (Pink Diamonds) for a headline consideration
ofupto US$16million. The transaction was finalised following approval from the Tanzanian Fair Competition Commission.
The consideration will be paid from Williamson’s distributable cash, with 20% of annual distributable cash payable to Petra until the
full amount is settled. Proceeds received will be applied to general corporate purposes. This transaction reflects Petra’s strategic
decision to exit Williamson and focus its financial and management resources on its core South African operations.
There is inherent uncertainty associated with deferred consideration, particularly where receipt is contingent on future operating
performance or regulatory approvals, and management agreed that recognition of the receivable should only be made where
recovery is considered highly probable. Based on this assessment, management recognised no deferred consideration as the
fairvalue, subject to an appropriate risk adjustment, was immaterial.
The Group realised a profit of US$26 million on the sale of Williamson mine.
20
Petra Diamonds Limited Annual Report and Financial Statements 2025

Earnings per share
A basic loss per share of 64 cents (FY 2024: 43 cents loss) was recorded from continuing operations. On an adjusted basis, which
excludes restructure costs, impairment charges, transaction costs, accelerated unamortised costs, fees related to human rights
settlement claims, and the impact of unrealised foreign exchange movements, the loss per share was 29 cents (FY 2024: 21 cents).
This adjusted measure provides a clearer view of the underlying performance by stripping out non-recurring and non-cash items.
Operational free cashflow (KPI)
Operational free cashflow, defined as cash generated from continuing operations less capital expenditure, was negative US$27 million
in FY 2025 (FY 2024: negative US$17 million), representing an US$11 million year-on-year decline. Cash generated from operations
before working capital changes was US$23 million, supported by positive working capital inflows of US$23 million. Cash capital
expenditure totalled US$73 million, reflecting Petra’s continued investment in its asset base.
Capital expenditure (KPI)
FY 2025 FY 2024
Cullinan Mine
US$m
Finsch
US$m
Total
US$m
Cullinan Mine
US$m
Finsch
US$m
Total
US$m
Extension 31 23 54 36 19 55
Stay in Business 5 4 9 12 6 18
Total 36 27 63 48 25 73
Total capital expenditure decreased to US$63 million in FY 2025 (FY 2024: US$73 million), reflecting the planned rationalisation of
stay in business projects during the latter part of the year. Looking ahead, capital expenditure is expected to increase to between
US$83 million and US$90 million in FY 2026 as investment levels normalise. This disciplined approach ensures that Petra maintains
flexibility in allocating capital, while continuing to prioritise essential projects that underpin operational stability and long term value
creation.
Total shareholder return (KPI)
No dividend was paid in FY 2025. Petra’s share price declined by 63%, from 40 pence per share at 30 June 2024 to 14.75 pence
pershare at 30 June 2025, reflecting investor concerns around refinancing progress and weaker revenue performance. Following
the announcement of the agreed refinancing terms in August 2025, the share price recovered somewhat and traded in a range of
16pence to 24 pence per share, highlighting improved market confidence in the Group’s capital structure.
Balance sheet snapshot
Unit
As at 30 June
2025
As at 30 June
2024
Cash at bank US$m 37 29
Financial assets held for environmental rehabilitation US$m 15 19
Diamond debtors US$m 12 30
Diamond inventories US$m 26 28
Diamond inventories Cts 328,689 259,755
2026 2L Notes US$m 226 246
Bank loans and borrowings US$m 99 25
Consolidated net debt US$m 261 193
Bank facilities undrawn and available US$m – 72
Consolidated net debt: Adjusted EBITDA times 9.7x 2.8x
Cash and diamond debtors
As at 30 June 2025, Petra had cash and cash equivalents of US$37 million (FY 2024: US$29 million). Included in this cash balance is
US$34 million held as unrestricted cash (FY 2024: US$28 million), and US$3 million (FY 2024: US$1 million) held in security deposits
and bonds to fund environmental rehabilitation obligations (classified as restricted cash). Amounts of US$14 million is also invested
inshort-term financial assets to fund environmental closure.
Diamond debtors as at 30 June 2025 were US$12 million (FY 2024: US$30 million), arising from revenue in the last tender of FY 2025,
all of which was received in July 2025.
21
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

FINANCIAL REVIEW / CONTINUED
Loans and borrowings
During the Year, the Group repurchased and cancelled 2026 2L Notes with a nominal value of US$24 million (FY 2024: US$5 million)
in an Open Market Repurchase programme for a cash consideration of US$19 million (FY 2024: US$4 million).
At 30 June 2025, the full amount of US$99 million was drawn on the Revolving Credit Facility (FY 2024: US$25 million) and
US$226million was outstanding on the 2L Notes (FY 2024: US$246 million) (including accrued interest and unamortised
transactioncosts).
Consolidated net debt as at 30 June 2025 increased to US$261 million (FY 2024: US$193 million), mainly as a result of lower revenue
and the repurchase of the 2L Notes.
The Group had no undrawn bank debt facilities as at 30 June 2025 (FY 2024: US$72 million).
Subsequent to Year-end, Petra announced the agreement of terms for the refinancing of its debt structure, including both the
Revolving Credit Facility and the 2L Notes. The refinancing package, supported by the US$25 million Rights Issue backstopped
bykey shareholders, provides improved certainty over the Group’s capital structure and enhances liquidity.
Consolidated net debt: Adjusted EBITDA (KPI)
Consolidated net debt:Adjusted EBITDA increased to 9.7x (FY 2024: 2.8x) due to an increase in consolidated net debt to
US$261million (FY 2024: US$193 million) and a reduction in Adjusted EBITDA to US$27 million (FY 2024: US$70 million).
At the half year, the Group breached certain financial covenants under its Revolving Credit Facility. Absa, the facility provider,
granteda waiver of these breaches. At Year-end, the Group was again in breach of its financial covenants, and Absa similarly
provided a waiver. These waivers ensured continued access to facilities and avoided default, pending completion of the broader
refinancing package.
Disciplined capital allocation
During FY 2025, the Group deployed its capital in a disciplined and responsible manner, guided by its established capital allocation
framework. Investment continued in our life extension projects, which were delivered below guidance, reflecting our focus on capital
efficiency. We also allocated capital towards strengthening the balance sheet through the open market repurchase of US$24 million
of our Second Lien Notes. No dividends were paid during the Year, consistent with our priority to preserve cash and support
long-term financial sustainability. The Group remains committed to applying its capital allocation framework to guide future
investment and funding decisions.
Priority 1
• Operational and social
licence to operate
• Optimise stay in
business capital
• Service debt
obligations
Priority 2
• Execute approved mine
extension projects
Priority 3
• Further brownfield
extension
• Growth projects
• Early debt redemption
• Dividends to
shareholders
Discretionary
allocation
• Special dividends
• Share buybacks
• Opportunistic growth
opportunities
Capital allocation framework
Objective:
Ensure business
sustainability
Objective:
Generate value through
mine-life extensions
Objective:
Optimise debt, grow the
business and return capital
to investors
Objective:
Excess cash returned
toshareholders or
reinvested in the business
22
Petra Diamonds Limited Annual Report and Financial Statements 2025

FY 2026-2030 Group guidance
2026 2027 2028 2029 2030
Total carats Mcts 2.4-2.8 2.7-3.1 3.0-3.5 2.9-3.3 2.7-3.1
Total cash cost (excluding royalties) US$m 161-174 158-171 156-169 152-163 150-163
Cash on-mine cost US$m 146-157 143-154 141-152 138-148 137-149
Central Costs & Corp Expenditure US$m 15-17 15-17 15 -17 14-15 13-14
Total capital expenditure US$m 83-90 101-110 81-88 42-47 19-23
Extension capex US$m 71-76 91-98 71-76 28-31 5 -7
Sustaining capex US$m 12-14 10 -12 10-12 14-16 14-16
Real amounts stated in FY 2026 money terms using 5.5% SA CPI and 2.0% US CPI. US$ equivalent converted at exchange rate
ofUSD1: ZAR19.00.
Generally, all diamonds produced in a period are sold in the same period, unless specific circumstances result in a planned delay
intender timings.
Summary of results
Year ended
30June 2025
(FY 2025)
US$ million
Year ended
30June 2024
re-presented
(FY 2024)
US$ million
Revenue 207 310
Adjusted mining and processing costs (175) (234)
Other net direct mining income 1 2
Adjusted profit from mining activity 33 78
Other corporate income 1 –
Adjusted corporate overhead (7) (8)
Adjusted EBITDA 27 70
Depreciation and amortisation (75) (77)
Share-based expense (1) (1)
Net finance expense (28) (26)
Adjusted loss before taxation (77) (34)
Taxation, excluding taxation credit on impairment of operational assets and unrealised foreign exchange movements 9 14
Adjusted net loss after tax (68) (20)
Impairment charge – operations and other receivables, net of taxation (23) (3)
Impairment charge – operations and non-financial receivables, net of taxation (79) (59)
Accelerated depreciation (1) –
Gain on extinguishment of Loan Notes 5 1
Mineral royalty refund (including interest) 12 –
Restructure costs (6) (5)
Human rights IGM claims provision and transaction costs (2) (2)
Net unrealised foreign exchange gain, net of taxation 8 6
Profit/Loss from continuing operations (154) (82)
Profit/Loss from discontinued operations, net of tax 38 (25)
Net loss from continuing and discontinued operations, after tax (116) (107)
Earnings per share attributable to equity holders of the Company – US cents
Basic loss per share – from continuing and discontinued operations (45) (44)
Basic loss per share – from continuing operations (64) (43)
Adjusted loss per share – from continuing operations (29) (21)
23
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SUSTAINABILITY REVIEW
Ensuring sustainability remains
attheheart of our business
It is during challenging times that commitment to sustainability
is tested. Our framework has enabled us to remain focused on
our pillars to create and sustain value for our stakeholders.
Thashmi Doorasamy, Group HR and Sustainability Executive
Our Sustainability Framework
Sustainability is embedded into every aspect of our business
andis an integral part of our business strategy. Through this
approach we are able to create and sustain value for the
Company and our stakeholders.
We are guided by our Sustainability Framework (see page 4),
which is underpinned by our Petra Culture Code, ethical conduct
policies, robust governance practices, and constructive and
transparent stakeholder engagement processes.
Due to resource and budget constraints this year, we have
notproduced a standalone Sustainability Report for FY 2025.
Sustainability remains a core focus for our Company, and we are
committed to resuming dedicated reporting in the coming year.
Our metrics
All ESG figures for FY 2025 exclude Williamson and Koffiefontein,
bar the safety figures that include these two assets up to their
point of sale (November 2024 and May 2025 respectively).
AllESG figures up to and including FY 2024 include Williamson
and Koffiefontein.
Petra supports the pursuit of the UN Sustainable Development
Goals (SDGs). We focus on the following five SDGs which we
believe we can contribute to the most:
Read more on our website and last year’s Sustainability Report for
FY 2024
24
Petra Diamonds Limited Annual Report and Financial Statements 2025

Our materiality assessment helps us to gather a detailed
understanding of the sustainability topics (including both
risksand opportunities) that are most material to our business.
We are interested not only in how these topics affect our
business but also how our business efforts affect our
stakeholders.
We conducted a double materiality assessment in FY2024.
Since this process is conducted every three years, we will
undertake our next assessment in FY2027. Nevertheless,
duringFY2025, we considered developments in sustainability
disclosure standards and norms, and our executive and senior
management teams reviewed the material topics identified in
FY2024. They determined that these issues remain the same
and are as follows:
Sustainability pillar Material topics Impact or financial materiality Risk or opportunity
Valuing our people Occupational health, safety and wellbeing • Financial
• Impact
• Risk
• Opportunity
Valuing employees (retaining employees, diversity and
inclusion, constructive labour relations, training and
development)
• Impact • Opportunity
Respecting human rights (including security practices) • Financial
• Impact
• Risk
• Opportunity
Respecting
ourplanet
Responsible tailings management • Financial
• Impact
• Risk
Energy security, decarbonisation and climate change resilience • Financial • Risk
• Opportunity
Water security and quality • Financial
• Impact
• Risk
Biodiversity management, closure and rehabilitation • Financial
• Impact
• Risk
• Opportunity
Waste management • Impact • Opportunity
Driving shared
valuepartnerships
Ethics and integrity (including compliance, risk management
and anti-corruption practices)
• Financial
• Impact
• Risk
Socio-economic development of and engagement
withcommunities
• Impact • Risk
• Opportunity
Managing geopolitical risks • Financial • Risk
• Opportunity
Delivering reliable
production
Economic sustainability of the business (including marketing
and capital allocation)
• Financial • Risk
• Opportunity
Traceability of our product (including responsible sourcing) • Financial
• Impact
• Risk
• Opportunity
Material issues
25
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SUSTAINABILITY REVIEW / CONTINUED
Valuing our people
We prioritise employee safety, health, and wellbeing while
building a culture that attracts and retains talent. Our focus
includes advancing diversity and inclusion, placing the right
people in the right roles, and providing development
opportunities that help employees reach their potential.
Material topics:
• Occupational health, safety and wellbeing
• Valuing employees (retaining employees, diversity and
inclusion, constructive labour relations, training and
development)
• Respecting human rights (including security practices)
Priority SDGs:
Tracking our performance
We track the following four non-financial KPIs as part of our
People pillar within our sustainability performance.
SAFETY (GROUP LTIFR)
1
Lost time injury rate per 200,000hours worked
0.24
0.1 6
0.28
23 24 25
WOMEN IN THE WORKFORCE (%)
2
The percentage of women in the workplace,
excludingcontractors
21
22
20
23 24 25
TOTAL TRAINING EXPENDITURE (US$M)
2
Investment in training and development
ofpermanentemployees
5.03
4.22
3.16
23 24 25
STAFF TURNOVER (%)
2
Staff and fixed term contractors’ voluntary turnover
3.7
2.4
3.9
23 24 25
1. Results of Williamson are included up to 30 April 2025.
2. Data for FY2025 excludes Williamson.
Safety, health and wellbeing
The safety, health and wellbeing of our employees is our most
important priority.
Our ongoing emphasis on remedial actions and behaviour-based
intervention programmes continues to bear fruit and there were
once again no fatalities in FY2025. This marked eight consecutive
years without a fatality and a remarkable 15 million fatality-free
shifts across our operations. This milestone is a powerful reflection
of the dedication, vigilance and shared values that define Petra.
While we celebrate our successes, we also acknowledge the
challenges we faced during FY2025. During the Year, we
recorded:
• 34 total injuries, an increase from 31 in FY2024 (33 without
Williamson), making the total injury frequency rate (TIFR) 0.74
per 200,000 hours worked (FY2024: 0.48)
• 13 lost time injuries (LTI), an increase from 10 in FY2024
(13without Williamson), and a lost time injury frequency rate
(LTIFR) of 0.28 (FY2024: 0.16) per 200,000 hours worked
This performance occurred during a period of significant
changeand restructuring in the business, resulting in new shift
configurations and team make-up, while we also continue to ramp
up on our life extension capital projects. The changes had an
impact on the morale of employees and a significant amount of
work is being done to stabilise the business and improve employee
morale. Our commitment to safety and health remains resolute.
26
Petra Diamonds Limited Annual Report and Financial Statements 2025

Our Finsch operations had a TB outbreak in January 2025,
withthe first case identified on the 13th. After screening,
contacttracing and testing, a total of 17 cases were reported
tothe Department of Mineral and Petroleum Resources (DMPR)
and theMedical Bureau for Occupational Diseases (MBOD).
Themanagement team managed to control the outbreak, and
bymid-February 2025 there were no new cases. TB awareness
campaigns continue to be held at both operations.
Petra Culture Code
Co-created by our employees in FY2022, Petra’s unique Culture
Code helps to ensure that our objectives are delivered successfully.
It works as a measurable index that reflects the relationship between
enabling and disabling organisational factors. These factors are
surveyed on a biannual basis and provide granularity by operation
and by function. The results provide important quantitative and
qualitative information on cultural performance, identify high-priority
focus areas, and help us to develop actions for improvement.
An evaluation of our culture, as measured by the Petra Culture
Code model across our permanent employee base, was
conducted in July 2025.
The engagement, in which 70% of the organisation participated,
revealed a 5.5% reduction in overall cultural wellness, when
compared with the FY2024 results. The qualitative analysis
identified the primary cause of this reduction to be due to the
impact of the recent Section 189 interventions.
Key high-priority insights for management include:
• The need for timely communications, consultations and
transparency
• Mitigation of health and safety risks
• The need for improved fairness and objectivity to ensure
everyone is treated with equal consideration.
In-depth analyses and action implementation requirements are
due to be conducted across the operations and Group functions
in Q1 of FY2026.
Attracting, developing and retaining talent
We pride ourselves in nurturing a diverse workforce. This approach
not only drives better performance, but also helps to attract top
talent, increase employee satisfaction, and strengthens our
relationships with our stakeholders and communities.
At the end of FY2025, we employed 4,043 people, 1,911 of whom
were permanent employees and 2,132 of whom were contractors.
This compares with 5,461 employees, made up of 3,006 permanent
employees and 2,455 contractors in FY2024 1, including Williamson
and Koffiefontein. The significant difference YoY being a result
ofthe multiple labour restructuring that occurred as part of the
Business Restructuring Plan and the sale of Williamson. We also
had a higher voluntary staff turnover rate this Year, at 3.9% in
FY2025, up 63% from FY 2024 (2.4%) , which we believe to be
caused by the continued volatility in the diamond market and
theimpact that this has had across the Company as a whole.
In FY2025, women represented 50% of our Board, 17% of our
Senior Management and 35% of Management (FY2024: 43%
ofour Board, 21% of Senior Management and 32% of our
Management).
We continued to invest in training and development, which helps
our employees to meet their personal objectives and fuels our
business growth. We also view it as a critical driver of loyalty.
In FY2025, we spent US$3.2 million on our employees,
includingKoffiefontein. This was a 24% decrease from FY2024’s
US$4.2million and was largely attributed to financial constraints
related to the restructuring process.
Restructuring process
Regrettably, Petra undertook two Section 189 restructuring
processes during FY2025. The first took place in Q2 among the
Support Services functions, and the second in Q4 at Cullinan Mine.
The Support function restructure was the result of a cost base
and structure resetting, designed to establish a fit-for-purpose
operating model that could support a two-mine operation.
Intotal, 149 people were affected, 71 of whom opted for
voluntaryretrenchment.
Our restructuring at Cullinan Mine followed a comprehensive
operational and strategic review of our life-of-mine plan. According
to this review, we amended our production profile from 4.6Mtpa
to 3.3-3.7Mtpa on a sustainable basis. This, unfortunately, led to
us issuing Section 189 notice letters to employees in our Mining,
Plant, Engineering and Technical Services functions. A total of
74employees were affected, including those who opted for
voluntary retrenchment.
Labour relations
We continue to maintain strong and positive labour relations
within Petra, which supported the Company and our employees
during the recent restructuring.
We uphold our employees’ rights to freedom of association,
anddo not support child or forced labour. Around 84% of our
employees in South Africa are represented by recognised
unions(FY2024: 79%).
Our five-year wage agreement will conclude on 30 June 2029.
We did not experience any operational disruptions as a result
oflabour action in FY2025 (FY2024: 0).
1. Contractor figures have been recalculated at Cullinan Mine for FY 24 resulting in updated figures on prior reporting.
27
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SUSTAINABILITY REVIEW / CONTINUED
Respecting our planet
We manage environmental impacts throughout the entire mining
life cycle, integrating responsible consumption and production
into our operational planning and execution. We also optimise
energy and water use, manage waste responsibly, protect
biodiversity, conduct concurrent rehabilitation, and ensure
responsible mine closure practices.
Material topics:
• Responsible tailings management
• Energy security, decarbonisation and climate change resilience
• Water security and quality
• Biodiversity management, closure and rehabilitation
• Waste management
Priority SDGs:
Tracking our performance
We track the following non-financial KPIs as part of
ourPlanet pillar within our sustainability performance:
WATER EFFICIENCY (M
3
/T)
1
The total volume of fresh water used in production
(ROMplus tailings) per tonne treated
0.61
0.70
0.52
23 24 25
ENERGY EFFICIENCY (KWH/T)
1
Total electricity consumption as a function ofproduction
37.89
34.73
51.14
23 24 25
CARBON EMISSIONS (TCO
2
E/CT)
1
Carbon emission intensity (Scope 1 and 2)
0.1 6
0.1 6
0.1 4
23 24 25
1. Data for FY2025 excludes Williamson
We had no significant environmental incidents in FY2025
(FY2024:0).
28
Petra Diamonds Limited Annual Report and Financial Statements 2025

Progress towards GISTM compliance
Our goal is to safely and effectively plan, operate and maintain
allour mineral waste deposits, including our Tailings Storage
Facilities in accordance with our Tailings Management Policy,
which includes the adoption of the Global Industry Standard
onTailings Management (GISTM).
At Finsch, there are five fine residue deposits (FRDs). Four of
thefacilities are located on the eastern side of the mining area.
Three are active and one has been decommissioned as current
deposition rates do not require it to be used. A further facility is
located on the western side of the mining area and is also active.
AtCullinan Mine, there is only one FRD, referred to as the No.7 dam.
For a table summarising key features of each of our tailings
storage facilities, please visit: wp-petra-diamonds-2023.s3.
eu-west-2.amazonaws.com/media/2025/08/GISTM-Petras-
tailings-storage-facilities-FY2025-final.pdf.
For tailings facilities with “extreme” or “very high” GISTM
consequence classifications, we have published detailed
disclosures that comply with Principle 15 of the standard.
Thesedisclosures provide information on the implementation
status and summaries of our tailings management processes.
For the Tailings Facility Disclosures related to:
• The No.7 Dam at the Cullinan Mine: wp-petra-diamonds-2023.
s3.eu-west-2.amazonaws.com/media/2025/08/GISTM-CDM-
FY2025.pdf
• The No.1 FRD at Finsch: wp-petra-diamonds-2023.s3.
eu-west-2.amazonaws.com/media/2025/08/GISTM-FDM-
FY2025.pdf
For our remaining tailings facilities (those with a “low”, “significant”
or “high” consequence classification), we intend publishing similar
disclosures by August 2026.
Climate change, energy efficiency
andcarbonemissions
We are mindful of the impact of climate change on our business,
whether these are physical risks (such as drought or floods) or
transition risks (including investor or market drivers). For further
detail on our TCFD-aligned disclosure, see pages 47-53.
We seek to optimise our energy efficiency and have started
ameaningful process of transitioning to renewable energy.
Total energy consumption decreased to 1,417,000Gj in FY2025
(FY2024: 1,906,000Gj). We intend to reduce our non-renewable
energy reliance significantly, and are on track to deliver on
our2030 GHG reduction targets of 35-40% as a result of the
renewable energy power purchase agreements announced
in2024.
We are committed to achieving net zero Scope 1 and 2 emissions
by 2050, though we aspire to reach this by 2040. This aligns with
the Paris Agreement.
In FY2025, our Scope 1 and 2 and emissions decreased by 12%,
driven largely by the sale of Williamson.
Scope 2 emissions account for 96% of our footprint, with Scope 1
and 3 making up 3% and 0.4% respectively. In FY2024, our
Scope 1, 2 and 3 emissions were 9%, 91% and 0.5% respectively.
We report according to the GHG Protocol and the IPCC
Guidelines for National Greenhouse Gas Inventories 2001.
Water stewardship
Water is a scarce, shared natural resource and one of the resources
most likely to be affected by climate change. In FY2025, we
recycled 87% (FY2024: 86%) of the water used at our operations,
in line with our commitment to reducing our freshwater usage.
Water efficiency was 0.52 m3/t compared to 0.70 m3/t. The slight
decrease in efficiencies are as a result of Williamson information
not being included in FY 2025 information.
29
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SUSTAINABILITY REVIEW / CONTINUED
Social expenditure
Our social expenditure target amounts to an investment of 1%
ofnet profit after tax at asset level. This investment includes
contributing to community development initiatives near our
operations, which ensures regulatory compliance and maintains
our social licence to operate.
Social expenditure decreased in FY2025 to US$0.8 million
(FY2024: US$1.5 million). This was largely due to delays regarding
the approval of our Cullinan Mine Social and Labour Plan (SLP).
Wewill continue working with the regulator to obtain this approval
and ensure the SLP’s execution. Our community investment
budget for this period (2023 – 2028) amounts to US$1.65 million.
Since its inception in 2015, our Enterprise and Supplier
Development (ESD) community fund, which helps local
businesses gain access to financing and markets, has approved
498 SMME loans valued at US$3.2 million. Thishascreated
2,805 jobs and supported 202 local businesses.
At Cullinan Mine in FY 2025 US$139, 959 was disbursed to local
projects, creating 71 jobs. Overall 4 female entrepreneurs were
supported and 12 youth entrepreneurs. 24 loans were approved.
Community training and development
Our community training and development programmes build skills
within host communities that benefit both local residents and our
operations. The programmes provide us with accessible talent while
driving social and economic development in these communities.
InFY2025, we invested US$0.2 million (FY2024:US$0.2 million).
We also supported seven students through bursaries (FY2024: 13).
Among these bursary holders, 43% are women and 86% are
HDSAs. Two of the bursars studied social welfare and one was
subsequently employed by the Department of Social Welfare
inKoffiefontein.
Driving shared
valuepartnerships
We create shared value through our activities, proactively
contributing to the socio-economic development of the
communities we operate in.
Material topics:
• Ethics and integrity (including compliance, risk management
and anti-corruption practices)
• Socio-economic development of and engagement
withcommunities
• Managing geopolitical risks
Priority SDGs:
Tracking our performance
We track the following non-financial KPIs as part of our
Partners pillar within our sustainability performance:
SOCIAL EXPENDITURE (US$M)
1
Total social expenditure (compulsory and discretionary) on
local communities
2.77
1.47
0.78
23 24 25
COMMUNITY TRAINING AND DEVELOPMENT EXPENDITURE
(US$M)
1
Total community training spend
0.43
0.20
0.1 8
23 24 25
DISCRETIONARY PROCUREMENT (US$M)
1
Total Group discretionary procurement spend
233.55
215.25
169.90
23 24 25
1. Data for FY2025 excludes Williamson
Procurement
In addition, our integrated supply chain ensures reliable,
cost-effective procurement while supporting local economies
through community-based purchasing. In FY2025, our Group
discretionary procurement spend was US$169.9 million
(FY2024:US$215.3 million) and 95% of our total procurement
inSouth Africa went towards local supplier procurement.
Transparency
We support the principles of the Extractive Industries
Transparency Initiative (EITI) and Publish What You Pay.
InFY2025, the Group paid a total of US$12.2 million
(FY2024:US$48 million) in taxes and royalties.
We also paid US$0.6 million as part of the responsible sale of
Koffiefontein, which the new owners will use to execute outstanding
projects that will contribute to job creation in thecommunity.
Independent Grievance Mechanism
In August 2020, the Company received correspondence
fromtheUK-based NGO RAID regarding allegations of human
rights violations raised by local residents and others relating
toactions by the Group’s security contractor, Williamson
Diamonds Limited (WDL), and others linked to WDL. Thisresulted
30
Petra Diamonds Limited Annual Report and Financial Statements 2025

in negative publicity for the Group, as well as theestablishment
of an Independent Grievance Mechanism (IGM) that will
determine remedies to be funded by the Group, notwithstanding
the completion of the sale by the Company to Pink Diamonds
Investments Limited (Pink Diamonds) on 14 May 2025 of itsstake
in WDL, which owns the Williamson Mine.
The Company has implemented remedial programmes and
initiatives and has established the IGM to address historical
allegations of human rights abuses at the Williamson Mine.
TheIGM is a non-judicial process that has the capacity to
investigate and resolve complaints alleging severe human rights
impacts in connection with security operations at the Williamson
Mine. It is being overseen by an Independent Panel (the IP) of
Tanzanian experts taking an approach informed by principles of
Tanzanian law, and with complainants having access to free and
independent advice from local lawyers. The overall aim of the
IGM is to promote reconciliation between the Williamson Mine,
directly affected parties and the broader community by providing
remedy to those individuals who have suffered severe human
rights impacts. The Company has agreed to fund the remedies
determined by the IGM and, notwithstanding the completion of
the sale by the Company to Pink Diamonds on 14 May 2025 of
itsstake in WDL, which owns the Williamson Mine, the Company
will continue to fund the remedies determined by the IGM as
wellasvarious restorative justice projects (RJPs) that provide
sustainable benefits to the communities located close to the
mine. Under the terms of the share purchase agreement between
the Company and Pink Diamonds, Pink Diamonds has provided
various warranties and undertakings that support the Company
meeting its ongoing commitments in relation to the IGM and RJPs.
On 28 November 2022, the IGM became operational with the
commencement of the IGM’s pilot phase. The pilot phase, which
was completed in May 2023, has allowed the IGM’s systems and
procedures to be further developed and adjusted to take into
account learnings. Since the pilot phase, the IP has started making
decisions on the merits of the cases considered during the pilot
phase and the associated remedies for successful grievances.
Registration of new grievances closed on 31 January 2024 and
first remedy payments to claimants were made on 14 June 2024.
Judgement has been applied by management in assessing the
estimated future cost of remedies for successful grievances based
on the outcome of claims investigated during the pilot phase.
Management has assessed the results of these investigated claims
and performed its own estimate based on calculations received
from consultants. The estimate makes a number of different
assumptions, including, amongst others, the categories of the
grievances, the number of non-returning claimants, the success
rates of the grievances and the remedies that have been paid
tosuccessful complainants. These estimates also do not make
anyallowance for non-financial remedies that the IP may award.
Theoutcome of the concluded cases, spread across all categories,
have been extrapolated across the grievance population, based
onthe average claim settlement per category and the various
categories of the grievances (nature of claims). Management’s
assessment resulted in an estimated aggregate provision of
US$6million at 30 June 2025 (30 June 2024: US$8 million).
Shared Value Partnerships Case Study: RJPs
continue to makeameaningful difference
At Williamson, our work on the Restorative Justice Projects
(RJPs) continued during FY2025, and we are proud of the
progress we have made.
Medical services project
Between the project’s inception in January 2022 and its
official closure in December 2024, the Medical Services
Project saw the following critical outcomes:
• 5,204 physiotherapy sessions conducted
• 78 clients received assisted devices
• 36 clients assessed for surgical interventions, withseven
surgeries performed
• 1,927 psychosocial sessions conducted
• 448 clients received psychosocial support
The government has signed a Memorandum of
Understanding to continue physiotherapy services when it
takes over management of Mwadui Hospital in July 2025.
Artisanal and small-scale mining (ASM) project
In FY2025, an ASM engagement plan was launched,
whichincluded meetings with local and regional government,
extensive community meetings, interviews and focus groups,
and consultation sessions with other ASM stakeholders.
Thedata from these engagements was compiled into a
report and shared with management. It provides useful risks,
mitigations, and recommendations for Williamson to consider
regarding its ongoing engagement with the ASM community.
Agribusiness development initiative
A participatory project design process resulted in two
keyfocus areas:
• Improving water availability through three dams and deep
wells: Three charco dams were constructed, one deep well
was completed and extended, and over 21,000 people
now have access to water within 1.5km.
• Strengthening household incomes through local and
mixed-breed poultry farming: 324 farmers were trained,
85farmers accessed loans via the revolving fund, and
approximately 100,000 chicks were sold to regional buyers
in Mwanza and Shinyanga.
In closing of the RJPs as at the end of June 25, Petra spent
approximately US$1.5m over and above the initial
commitment. Thank you to Synergy, our implementing
partner, for their support resulting in the above outcomes
and impact in the surrounding communities.
31
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Delivering reliable production
Reliable production is imperative in our efforts to generate value
for our business and stakeholders. It not only ensures that we
can achieve our business objectives, but also creates stability for
our employees, contractors and unions, customers, financial
stakeholders and suppliers.
Material topics:
• Economic sustainability of the business (including
marketing and capital allocation)
• Traceability of our product (including responsible sourcing)
Priority SDGs:
SUSTAINABILITY REVIEW / CONTINUED
Tracking our performance
We track the following non-financial KPIs as part of our
Production pillar within our sustainability performance:
CAPITAL EXPENDITURE (US$M)
1
Capital expenditure incurred by the operations, comprising
expansion andsustaining Capex
97.8
73.0
23 24 25
63.0
ROUGH DIAMOND PRODUCTION (MCTS)
1
The number ofdiamonds produced from Group operations
2.5
2.4 2.4
23 24 25
REVENUE (US$M)
1
Income earned from rough diamond sales and partnership
stones
325
310
207
23 24 25
1. Data for all years excludes Williamson
We make use of the Diamond Value Management Framework,
which optimises value creation at every stage in the production,
recovery and sales process. It also aims to create abundance
through reliable economic extraction.
Capital Expenditure
Our capital expenditure helps to maintain our operations
andenables the growth of our business. During the year we
streamlined the business significantly for capital optimisation and
reduced costs by 17%. As a result, capital expenditure comprised
US$63 million in FY 2025 (FY 2024: US$73 million). This included
sustaining capex of US$9 million, and extension capex of
US$54million.
Rough diamond production
Our rough diamond production targets are in line with our strategy
and growth ambitions. Group diamond production for FY2025
totalled 2.4 million carats (Mcts) excluding Williamson. We delivered
asolid operational performance across our Cullinan Mine and
Finsch mine despite the challenging backdrop. You can read
more in our operational update on page12.
Revenue
Average carat prices fell 19% to US$87/ct during the year. Our
revenue reflects our production performance and internal sales
and marketing capabilities, representing proceeds from rough
diamond sales and excluding any contributions from profit share
arrangements.
Given the backdrop of weak pricing and unexpected headwinds
such as the US tariffs announcement, our team has worked hard
to leverage the best of our product mix. Part of this has been
flexibility around tenders, and hosting more tenders in Antwerp
where we feel there is a stronger client base for the moment.
Revenue for FY 2025 is down 33% compared to FY 2024,
reflecting the continued weaker market in FY 2025, as well
asthe US$50 million of additional revenue in FY 2024 carried
over from FY 2023.
32
Petra Diamonds Limited Annual Report and Financial Statements 2025

MARKET REVIEW
Overview
It is disappointing that the recovery of the diamond market is taking
longer than anticipated but unsurprising given this year’s continued
economic weakness in China, and unexpected headwinds such as
the US tariff changes which caused further global uncertainty. The
natural diamond market, like many sectors, is fundamentally driven
by consumer demand. Unfortunately, most of the world has faced
challenges economically, and as a result, consumer confidence
over the year has decreased generally across US, Europe, UK
and some parts of Asia
1
. This naturally has an impact on not just
our sector, but others where the end customer is the consumer.
One thing is clear, Provenance has emerged even more as the
main defining differentiator in the diamond market, particularly
given the growing segment of lab grown diamonds which, whilst
expanding the diamond market to those that had never been
able to consider purchasing a diamond, now accounts for an
estimated 20% of global diamond jewellery demand.
The Year started in a similar vein to FY 2024, with ongoing
diamond price weakness continuing but started to turn more
positive at the end of the calendar year. Over the festive season
in the US, and India, there were signs of stronger online jewellery
demand, which aligned with industry-wide efforts to rebalance
inventories and rebalance the market. This continued into March
and April where green shoots were growing, particularly with
polished demand showing pick up.
Nevertheless, the market was once again shaken with the
application of US tariffs and subsequent lack of clarity by the US
President in March. The US placed tariffs of 10% on imports from
all countries and higher duty of 27% on India, and 20% on the
European Union. Post-Period end, uncertainty remains, with
tariffs on India currently at 50%, although the Antwerp World
Diamond Centre successfully negotiated 0% import tariff on
polished diamonds of European origin from 1 September 2025.
While the diamond market has faced unprecedented headwinds,
and geopolitical pressures that are out of its control, the industry
leaders have been committed to driving new consumer
campaigns and have made strides in once again defining the
difference between natural diamonds and lab grown diamonds,
as well as targeting a new generation of consumers. Of note has
been the campaign “Worth the Wait” by De Beers and Signet
Jewelers which was launched in October 2024, and the more
recent campaign from De Beers in March 2025 that specifically
targeted Indian teens ‘Love, from Dad’. It is no surprise they have
dedicated campaigns in India, given the continued growth in this
market. FY 2025 saw another year of growth in India, building on
the theme we explored in detail in our annual report for FY 2024:
wp-petra-diamonds-2023.s3.eu-west-2.amazonaws.com/
media/2024/09/Petra-Diamonds_Annual-Report-2024.pdf.
For Petra, through its flexible approach to sales, and well-known
product, the Company has navigated the market to the best of its
ability. It has also continued to future proof its product with
continued trials of provenance technology, with the aim of
enabling generations to come the ability to trace their polished
diamonds from mine to finger.
Diamond market
We have remained vigilant to our external
operating environment, managing our sales to
thebest of ourability as we navigate significant
headwinds. Petra’s diamonds are abrand to
themselves and we have no doubt that, when
themarket returns, our assets will deliver
significant returns.
1. www.ipsos.com/en/ipsos-consumer-confidence-may-2025.
Petra’s produce on display at Sky Park, South Africa.
33
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Pricing trends and product mix
Part of Petra’s stronger position in the market, is its product mix
that continues to be highly sought-after and attracts a wide range
of clients which stimulates bidding. Although we had some issues
with product mix from Cullinan Mine during the Year, initially
referenced in April 2025, we saw in Tender 7 that these were
resolved by Year-end. Finsch remains known for its sawable
products. From vivid yellows to blue diamonds, and renowned
high-quality Type IIa white diamonds, Petra is known for its
world-class resource.
ROUGH DIAMOND PRICE INDEX
1
(US$, REBASED TO 100)
0
50
100
150
200
250
140.5
Q1 2008
Q4 2008
Q3 2009
Q2 2010
Q3 2012 Q2 2013
Q1 2011
Q4 2011
Q3 2015
Q2 2016
Q1 2014
Q4 2014
Q3 2018
Q2 2019
Q1 2017
Q4 2017
Q3 2021
Q2 2022
Q1 2020
Q4 2020
Q3 2024
Q2 2025
Q1 2023
Q4 2023
During the financial year, YTD like-for-like prices for Petra goods
were down 19% compared to FY 2024, mainly from smaller size
categories. While disappointing to see prices continue to fall over
the Year, the story is more complex, with green shoots showing in
March and April, before the US tariffs were announced. In March,
natural diamond prices surged 10%, driven by consumer interest
across all key markets from US, Europe, China, West Asia and
India. We hope that once the uncertainty regarding these
geopolitical headwinds calm down, there will be some positive
momentum again.
In the meantime, we have provided pricing assumptions for
FY2026 to FY 2030, as provided in our FY 2025 Operating
Update: polaris.brighterir.com/public/petra_diamonds/news/
rns/story/w1061er
PETRA’S AV. PRICE SPLIT BY RUN-OF-MINE (ROM)
AND EXCEPTIONAL STONES (US$15 MILLION OR HIGHER)
4
80
104
24
165
113 113
119
117
162
166
141
25
85
0
20
40
60
80
100
140
160
120
180
H1
FY21
H2
FY21
H1
FY22
H2
FY22
H1
FY23
H2
FY23
H1
FY24
H2
FY24
H1
FY25
H2
FY25
102
ROM Exceptional Stones
Petra’s Product Mix
We are a consistent producer of some of the
world’smost valuable diamonds. Petra’s product
mixincludes rough diamonds that range from
commercial to rare and unique collectable
diamonds. Despite a challenging product mix
thisYear, by Period-end, we had a notable
recovery, with our mines delivering gem-quality
stones across all size fractions.
18.85ct blue from Cullinan, announced in October 2024
MARKET REVIEW / CONTINUED
1. The Zimnisky Global Rough Diamond Price Index. Starting Index value 100 as of end-2007. More information can be found at www.paulzimnisky.com/roughdiamondindex
2. Average carat prices impacted by deferred sale of higher valued diamonds from FY2023 to FY2024.
3. There were no exceptional stones in FY 2025.
4. ROM prices are US$/ct achieved without the contribution from Exceptional Stones.
34
Petra Diamonds Limited Annual Report and Financial Statements 2025

Demand – where and what?
The real driver for the change in the diamond market has been
shifts in where demand is coming from. As well as economic
challenges, lab-grown diamonds (LGDs) have also led to a
changing landscape for natural diamonds.
Whilst the lab-grown diamond segment of the market has
continued to grow, broadening the entry point to diamond
purchases, the divergence between lab-grown and natural
diamonds has also been further defined. From De Beers
endingits lab-grown business, Lightbox, to GIA ending the 4cs
grading for lab-grown – the distinction is very clear. Oversupply
and industry consolidation has slashed prices, and in the last
10years, prices for lab-grown diamonds have dropped by 85%.
1
As a result, natural diamonds have once again found their sparkle
in high-end jewellery or high-end jewellery watches, with luxury
brands such as Tiffany’s declaring that they will only ever sell
natural diamonds.
This supports the study by McKinsey late last year, in which it was
stated that the price of LGDs could drop so low they effectively
become “fashion accessories” that no longer compete with
natural diamonds.
LGD DISPLACEMENT OF NATURAL DIAMONDS IN THE US
EXPECTED TO REDUCE (US$BN REAL)
2
43
54
9
64
7
1
56
6
1
0
10
20
30
40
50
60
70
2018 2023 2030
44
Natural diamond jewellery demand LGD as separate category
LGD displacement of natural
Source: De Beers Group – Spotlight on Diamonds presentation, November 2024
RETAILER INCENTIVES AGAIN FAVOUR NATURAL DIAMONDS
3
RETAILER INCENTIVES AGAIN FAVOUR NATURAL DIAMONDS
0
CAGR -18%
CAGR -1%
1,000
2,000
3,000
4,000
5,000
Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Oct 24Dec 23
Av. annual absolute gross margin (US$) – loose stones1
1ct Natural 2ct LGD
Source: De Beers Group – Spotlight on Diamonds presentation, November 2024
MARKET PRICE DIVERGENCE BETWEEN 1CT LGD AND NATURAL DIAMONDS
1
Q3’16
$ US Dollars
Q3’19
$ US Dollars
Q3’22
$ US Dollars
Q3’25
$ US Dollars
YoY Change
%
0.5-carat
LGD 1,315 650 600 395 -13%
Natural 1,515 1,260 1,275 990 11%
1.0-carat
LGD 5,272 3,000 1,560 755 -21%
Natural 6,275 5,550 5,910 4,130 3%
1.5-carat
LGD 10,450 5,380 2,840 1,385 -22%
Natural 12,500 12,125 14,350 12,900 19%
3.0-carat
LGD N/A N/A 11,725 3,805 -32%
Natural N/A N/A 71,500 63,315 28%
1. Paul Zimnisky – www.paulzimnisky.com.
2. Natural diamond demand of $44bn, $43bn and $54bn respectively for 2018,
2023 and 2030. $7bn represents the impact on the natural diamond market – of which, the value ofLGDs sold was $4.5bn. Absent LGDs, natural diamond jewellery demand would
otherwise have been $50bn in 2023 and $55bn in 2030.
3. Loose stone sales. Sales with unknown diamond properties (carat, colour, clarity) excluded from denominators in respective charts; all calculations based on the following
specifications: LGD – Round, D-I, FL-SI. ND – Round, D-I, FL-SI. Data up to 15Oct-24. EDGE data restated in August 2024.
81ct diamond from Cullinan Mine
35
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

As for where demand is coming from, the Indian market, and
growing global middle class are seen as the next big drivers
ofnatural diamond demand. Currently the market stands under
US$10bn annually and is poised for double-digit growth.
1
Natural
diamond demand year-on-year is up 12% in India as it continues
its growth to be a high demand market. While China has remained
muted this year, there has been some recent signs that the
decline of demand in China appears to be slowing.
2
There have
been some innovative retailer campaigns in China with the
potential to grow interest. The US remains the number one
market
3
for natural diamond demand, and while it is true that
lab-grown has certainly taken some of the market, it has also
broadened the market with natural diamonds still prevailing as
the main choice for consumers.
Further to this, demographic and behavioural changes are
shifting consumer demand in luxury goods, including natural
diamond jewellery. Gen Z spends more on luxury apparel and
accessories than previous generations,
4
however Gen Z are also
the demographic showing more commitment to brand conscious
offerings. Therefore, the efforts made by industry players to
de-mystify the sector are so important. Throughout the value
chain we are seeing improved traceability efforts, communication
of the positive ESG impacts involved in the diamond mining
industry, and updated marketing campaigns providing new
consumers a better understanding of the natural diamond
industry.
Optimising our sales
In FY 2025 Petra continued to leverage its flexible sales
approach to adapt to the changing market conditions. While we
typically have 7 tenders during the year, we no longer follow
regular tender cycles and therefore can postpone portions
oftenders or sell goods as run-of-mine to capture the optimal
market environment. We demonstrated this ability in April,
takingthe decision to delay the sale of part of the Tender 5
goods because of the uncertainty caused by the US tariffs.
These goods were sold alongside Tender 6 in May 2025,
withanaverage price increase of 4% compared with Tender 4
inFebruary 2025.
This year we have also tried different approaches to achieve the
most exposure to our sales. Previously it was just the Williamson
goods that we would sell in Antwerp, but this Year we tested
selling Cullinan Mine and Finsch goods in Antwerp, with these
sales resulting in increased tender participation and higher
number of bids for our goods. We will continue to maintain
flexibility in selling our goods, including outside of South Africa
inorder to maximise participation in our tenders.
NATURAL DIAMOND ANNUAL DEMAND GROWTH OF 3% TO 2030
5
NATURAL DIAMOND ANNUAL DEMAND GROWTH OF 3% TO 20301
RoW CAGR +1%
India CAGR +10%
China CAGR +3%
US CAGR +2%
ChinaUS2023 2030Rest of WorldIndia2022
Source: De Beers Group (May 2024), www.debeersgroup.com.
1. Natural diamond jewellery demand, converted to polished wholesale price (PWP) at 2023 prices. 2022 demand of US$28.9bn equates to nominal US$27.6bn.
Numbers may not add up due to rounding.
(0.2)
2.7
0.5
28.9
25.2
2.4
7
2.8
13.0
2.3
31.1
7.3
5.5
15.5
2.8
Diamond demand by region,
PWP real (US$bn)
Source: De Beers Group (May 2024), www.debeersgroup.com.
1. De Beers – gjepc.org/solitaire/de-beers-ceo-al-cook-indias-natural-diamond-market-set-to-double-by-2030/
2. De Beers interim results 31st July 2025 – www.debeersgroup.com/news-insights/latest-group-news/2025/interim-financial-results-for-2025.
3. en.wikipedia.org/wiki/Synthetic_diamond
4. www.mckinsey.com/industries/metals-and-mining/our-insights/the-diamond-industry-is-at-an-inflection-point
5. Natural diamond jewellery demand, converted to polished wholesale price (PWP) at 2023 prices. 2022 demand of US$28.9bn equates to nominal US$27.6bn. Numbers may not add
up due to rounding.
MARKET REVIEW / CONTINUED
36
Petra Diamonds Limited Annual Report and Financial Statements 2025

Provenance and traceability
One benefit at Petra is the transparency we have with clear
provenance for purchasers. Given the conflict of some other
diamond mining jurisdictions, we are well placed as a South
African mining company that practices responsible mining, with
sustainability at our core.
Further to this, we continue to promote the GIA Origin
programme with clients for use on single stones and +2 carat
gem/near gem diamonds, which enables customers to know a
diamond’s origin, and in our case that it was mined responsibly
and positively impacted the local community. The importance of
provenance to consumers is expected to grow, particularly given
the G7 sanctions that were brought in last year and we have
continued to progress our implementation/pilot scheme of
traceability technologies with the aim of enabling generations
tocome the ability to trace their polished diamond from mine
tofinger.
This is the clear differentiator for natural diamond businesses
inthe future.
Outlook
Petra still has one of the most significant resources, a world-class
asset, and the benefit of a strong brand reputation in the sector.
Long-term, the natural diamond supply is expected to fall and we
are seeing positive signs of demand recovery. CY 2026, we will
most likely see the full impact of the commitment by industry
players and governments to the diamond market with the Luanda
accord and refreshed marketing campaigns. Recent commitments
for increased marketing spend by large producers, retailers, and
industry bodies, continued growth of key markets like India,
increased provenance and traceability, and hopefully a sensible
resolution to the US-India tariff situation should support price
recovery over FY 2026.
Industry players and governments
committothe future of the market
From refreshed marketing approaches to public
commitment through global campaigns, industry
players and governments have come out strongly
toensure the diamond market re-engages with
consumers. Post-Period end, the governments of
Angola, Botswana, Namibia, Sierra Leone, and the
DRC
1
pledged to contribute 1% ofthe value of their
annual rough diamond sales to the marketing of
diamonds. This will be led by the Natural Diamond
Council, of which Petra Diamonds is afounding
member.
The Natural Diamond Council has also been
proactive in educating the market, and released
aseries of reports this year that outlined natural
diamond origins, key insights, partnering with
governments, communities, analysts and
researchers across the supply chain to broaden their
messaging. More can beread here: www.
naturaldiamonds.com/trade/industry-reports-
research/
Alongside this De Beers has been proactive in
pushing out fresh marketing campaigns, announcing
it will partner with leading jewellery retailers to
amplify their efforts in reaching new generations of
consumers. Worth the Wait, in partnership with
Signet Jewelers, was launched in June 2025 and
aims to connect millennial and Gen Z couples with
natural diamonds, highlighting the parallels between
the journey of love and the formation of these rare
and precious stones.
Reports by Natural Diamond Council to increase
educationand awareness in the sector
1. www.idexonline.com/FullArticle?Id=50678
37
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

STRATEGY IN ACTION
Delivering on our strategic objectives
Our Strategic Objectives FY2025 progress on focus areas Risk & Opportunities Focus for FY2026
Short-term strategic drivers
Unlock value
through corporate
activities
Optimise efficiency and business resilience
Active engagement with capital markets to refinance debt
Sale of Williamson
Complete sale of Koffiefontein
Continue with supply chain transformation project
Deploy traceability technologies for gem and near
gemqualitydiamonds above 0.5 carats in FY 2025
• Group liquidity, managed
through disciplined capital
allocation and optimising
costand asset base
• Complete debt refinancing and Rights
Issue
• Continue with supply chain
transformation project
• Continue traceability initiatives to lever
Petra’s heritage
• Continue to pursue further cash
generation and margin improvement
initiatives
Maximise value
from current
operations
Continuous improvement culture
to optimise value from existing operations
Reduce operating costs sustainably,
targeting US$44m per annum from FY2025
Limit dilution to optimise ROM grades
Maintain flexibility at tenders
Ongoing optimisation of currency movements through hedging
Completion of internal Business Restructuring Plan,
resultinginfurther $18-20m savings against prior guidance
Maintain strong labour relations
• Rough diamond prices –
managed through reduced cost
& capex profiles, tender
flexibility, focus on opening
new mining areas for improving
product mix
• Currency fluctuations, managed
through ZAR hedging
• Country and political, managed
through monitoring and
ongoing engagement with
Government
• Ensure safe and reliable production
• Deliver production and cost targets
• Delivery of capital projects to ensure
access to higher quality and higher
grade parts of the ore body as planned
• Continue focus on GHG reduction
target
• Maintain flexibility at tenders
• Managing adverse impacts of currency
fluctuations through hedging
• Maintain strong labour relations
Longer-term strategic drivers
Life-of-mine
extension
projects
Unlock value from existing asset base
Life-of-mine plan review to further extend capex cycle
Progress CC1E & C-Cut Ext 1 projects at Cullinan Mine
Progress Lower Block 5 3L-SLC project at Finsch
Develop further projects to extend
life beyond current mine plan
• Prioritise high return projects
such as CC1E at Cullinan Mine
• Need to continually re-invest in
assets and maintain social
licence to operate
• Ramp up in activity in new
mining areas and mitigate ROM
grade and product mix risk
• Progress extension projects at Cullinan
Mine and Finsch in line with updated
life-of-mine plan
• Continue to look at opportunities for
accelerating and optimising the existing
capital plans
Growing
externally
Consolidate Petra’s position as the
leadingindependentdiamondminer
Assess orebodies either in or near production
Pursue value-accretive corporate opportunities
Continuously improve balance sheet
to provide optionality for the future
• Few orebodies available
• Cash generation needed prior
to considering further growth
opportunities
• Petra’s market position and
skill-set are advantages
• Complete Refinancing resulting
inastronger balance sheet
38
Petra Diamonds Limited Annual Report and Financial Statements 2025

Our Strategic Objectives FY2025 progress on focus areas Risk & Opportunities Focus for FY2026
Short-term strategic drivers
Unlock value
through corporate
activities
Optimise efficiency and business resilience
Active engagement with capital markets to refinance debt
Sale of Williamson
Complete sale of Koffiefontein
Continue with supply chain transformation project
Deploy traceability technologies for gem and near
gemqualitydiamonds above 0.5 carats in FY 2025
• Group liquidity, managed
through disciplined capital
allocation and optimising
costand asset base
• Complete debt refinancing and Rights
Issue
• Continue with supply chain
transformation project
• Continue traceability initiatives to lever
Petra’s heritage
• Continue to pursue further cash
generation and margin improvement
initiatives
Maximise value
from current
operations
Continuous improvement culture
to optimise value from existing operations
Reduce operating costs sustainably,
targeting US$44m per annum from FY2025
Limit dilution to optimise ROM grades
Maintain flexibility at tenders
Ongoing optimisation of currency movements through hedging
Completion of internal Business Restructuring Plan,
resultinginfurther $18-20m savings against prior guidance
Maintain strong labour relations
• Rough diamond prices –
managed through reduced cost
& capex profiles, tender
flexibility, focus on opening
new mining areas for improving
product mix
• Currency fluctuations, managed
through ZAR hedging
• Country and political, managed
through monitoring and
ongoing engagement with
Government
• Ensure safe and reliable production
• Deliver production and cost targets
• Delivery of capital projects to ensure
access to higher quality and higher
grade parts of the ore body as planned
• Continue focus on GHG reduction
target
• Maintain flexibility at tenders
• Managing adverse impacts of currency
fluctuations through hedging
• Maintain strong labour relations
Longer-term strategic drivers
Life-of-mine
extension
projects
Unlock value from existing asset base
Life-of-mine plan review to further extend capex cycle
Progress CC1E & C-Cut Ext 1 projects at Cullinan Mine
Progress Lower Block 5 3L-SLC project at Finsch
Develop further projects to extend
life beyond current mine plan
• Prioritise high return projects
such as CC1E at Cullinan Mine
• Need to continually re-invest in
assets and maintain social
licence to operate
• Ramp up in activity in new
mining areas and mitigate ROM
grade and product mix risk
• Progress extension projects at Cullinan
Mine and Finsch in line with updated
life-of-mine plan
• Continue to look at opportunities for
accelerating and optimising the existing
capital plans
Growing
externally
Consolidate Petra’s position as the
leadingindependentdiamondminer
Assess orebodies either in or near production
Pursue value-accretive corporate opportunities
Continuously improve balance sheet
to provide optionality for the future
• Few orebodies available
• Cash generation needed prior
to considering further growth
opportunities
• Petra’s market position and
skill-set are advantages
• Complete Refinancing resulting
inastronger balance sheet
Our value-led strategy
Optimise
Maximise value from
existing operations
Develop
Further extension projects
toextendlifeof existing assets
tounlockresourcepotential
Grow
In the future, assess
accretiveopportunities
Supported by:
Operating model
Sustainability
Framework
Read more
on page 4
Governance
Read more
on pages 65-100
Achieved
In progress/On-going
Not achieved
39
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

KEY PERFORMANCE INDICATORS
Petra uses a wide range of financial and non-financial metrics that are linked to our
strategic objectives to help evaluate the performance of the business. The following
KPIsare considered by management to be the most important.
How we measure success
Production and development
Rough diamond production
2
(Mcts)
The number of diamonds recovered from
Group operations.
Value drivers
Reliable production
Link to remuneration
pages 103-107
Link to governance (risks)
pages 59-61
Read more on
page 30
2.42.4
2.5
3.1
3.2
2221 23 24 25
0%
Generating free cashflow
Revenue
2
(US$m)
Revenue from rough diamond and partnership
sales.
Value drivers
Free cashflow generation
Link to remuneration
pages 103-107
Link to governance (risks)
pages 57-61
Read more on
page 19
207
310
325
564
407
2221 23 24 25
-33%
Adjusted EBITDA
1,2
(US$m)
Earnings before interest, tax, depreciation and
amortisation.
Value drivers
Free cashflow generation
Link to governance (risks)
pages 59-60
Read more on
page 20
27
70
113
278
130
2221 23 24 25
-61%
Operational free cashflow
1,2
(US$m)
Cash generated from operations less
acquisition of property, plant and equipment.
Value drivers
Free cashflow generation
Link to remuneration
pages 103-107
Link to governance (risks)
pages 57-61
Read more on
page 21
-27
-17
-66
230
120
2221 23 24 25
-59%
Capital expenditure
1,2,3
(US$m)
Capital expenditure incurred by the
operations, comprising extension and
sustaining Capex.
Value drivers
Investment in future cashflow
Link to remuneration
pages 103-107
Link to governance (risks)
page 57-61
Read more on
pages 21
63
73
98
48
22
2221 23 24 25
-14%
Delivering returns to shareholders
Total shareholder return (% change)
Share price performance.
Value drivers
Lower cost of capital
Link to remuneration
pages 103 and 107
Link to governance (risks)
pages 58, 60, 63
Read more on
page 21
-63
-40.0
-25.1
21.8
-21
2221 23 24 25
-58%
1. All Alternative Performance Measures (APMs) used are defined on page 170.
2. Figures exclude Koffiefontein and Williamson
3. Excluding capitalised borrowing costs
4. FY2025 ESG figures exclude Williamson and Koffiefontein; figures up to and including FY 2024 include Williamson and Koffiefontein
5. All Safety figures include Koffiefontein and Williamson up to the point of sale (October 2024 and May 2025 respectively)
40
Petra Diamonds Limited Annual Report and Financial Statements 2025

Creating a safe working environment
LTIFR
5
Lost time injury frequency rate.
Value drivers
Productivity
Link to remuneration
pages 103-106
Link to governance (risks)
page 59
Read more on
pages 13 and 26
0.28
0.1 6
0.24
0.22
0.44
2221 23 24 25
+75%
LTI
5
Lost time injuries.
Value drivers
Productivity
Link to governance (risks)
page 59
Read more on
pages 13 and 26
13
10
17
15
25
2221 23 24 25
+30%
Embedding sustainability
Consolidated net debt:
AdjustedEBITDA
1,2
(x)
Ratio of consolidated net debt to Adjusted
EBITDA for the relevant 12-month period.
Value drivers
Embedding sustainability
Read more on
page 21
9.70
2.80
1.60
0.1 5
1.75
2221 23 24 25
246%
Carbon emissions
4
(TCO
2
E/CT)
Carbon emissions intensity for Scope 1 and 2.
Value drivers
Embedding sustainability
Link to remuneration
pages 103-107
Link to governance (risks)
page 60
Read more on
pages 17 and 24
0.140
0.160
0.164
0.139
0.126
2221 23 24 25
-13%
Water efficiency
4
(M
3
/T)
Total fresh water used in production
(ROMplus tailings) per tonne treated.
Value drivers
Embedding sustainability
Link to remuneration
pages 103-107
Link to governance (risks)
page 60
Read more on
pages 17 and 24
0.52
0.70
0.69
1.00
0.55
2221 23 24 25
-25%
Staff turnover
4
(%)
Staff and fixed term contractors’
voluntaryturnover.
Value drivers
Embedding sustainability
Link to governance (risks)
page 95
Read more on
pages 17 and 24
3.9
2.4
3.7
3.5
3.8
2221 23 24 25
+63%
Training expenditure
4
(US$m)
Investment in employee training and
development.
Value drivers
Embedding sustainability
Link to governance (risks)
page 95
Read more on
pages 17 and 24
3.2
4.2
5.0
6.1
5.8
2221 23 24 25
-24%
Social expenditure
4
(US$m)
Total social expenditure on local community
development programmes.
Value drivers
Embedding sustainability
Link to governance (risks)
page 58
Read more on
pages 17 and 24
0.78
1.47
2.77
0.94
0.66
2221 23 24 25
-47%
41
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Petra Diamonds Limited (Petra or the Company or the Group) manages diamond
resources ofca. 174 million carats (Mcts). This major resource implies that the potential
mine lives of Petra’s core assets could be considerably longer than the current mine
plans in place at each operation, or could support higher production rates.
Gross resources
As at 30 June 2025, the Group’s gross diamond resources (inclusive of reserves) decreased 20.6% to 173.83 Mcts (30 June 2024:
218.97 Mcts), due to depletions at all mining assets further to ore mined in FY 2025, and the sale of its interests in the Koffiefontein
and Williamson operations.
Gross reserves
The Group’s gross diamond reserves decreased 16.3% to 23.25 Mcts (30 June 2024: 27.78 Mcts) due to depletions at all mining
assets and the sale of its interest in the Williamson operation. The following table summarises the gross reserves and resources
status of the combined Petra Group operations as at 30 June 2025.
The FY 2025 diamond resources and reserves update is based on mining depletions and sale of interest in assets only.
Acomprehensive update of resources and reserves will be carried out during FY 2026, taking into account a revision
ofresourcesmodels and life-of-mine planning for the Cullinan Mine and Finsch operations.
Category
Gross
Tonnes
(millions)
Grade
(cpht)
Contained
diamonds
(Mcts)
Reserves
Proved – – –
Probable 54.9 42.3 23.25
Sub-total 54.9 42.3 23.25
Resources
Measured – – –
Indicated 226.4 60.8 137.59
Inferred 209.4 17.3 36.24
Sub-total 435.8 39.9 173.83
Cullinan
Gross
Category
Tonnes
(millions) Grade (cpht)
Contained
diamonds
(Mcts)
Reserves
Proved – – –
Probable 38.6 32.9 12.70
Sub-total 38.6 32.9 12.70
Resources
Measured – – –
Indicated 206.0 59.9 123,32
Inferred 169.5 10.1 17.19
Sub-total 375.5 37.4 140.51
1. Resource bottom cut-off: 1.0mm.
2. Reserve bottom cut-off: 1.0mm.
3. B-Cut Resource tonnes and grade are based on block cave depletion modelling using Geovia PCBC software and include external waste. A portion of the Resources in these remnant
blocks report into the current caving operations as low-grade dilution.
4. C-Cut Resource stated as in-situ.
5. Reserves are based on scheduling using Geovia PCBC software on the C-Cut phase 1 and C Cut phase 2 block caves, and Geovia PCSLC software for the CC1E sub-level cave.
6. Factorised grades and carats are derived from a calculated Plant Recovery Factor (PRF). These factors account for the efficiency of sieving (bottom cut-off), diamond liberation
andrecovery in the ore treatment process.
7. The PRFs currently applied for the new mill plant per rock type are: Brown kimberlite = 73.8%, Grey kimberlite = 67.9%, Black kimberlite = 70.6% and Coherent kimberlite = 68.0%.
8. US$/ct values of 100 - 125 for ROM and US$/ct 40 -50 for tailings (with reference to FY 2025 sales, diamond price modelling and production size frequency distributions).
Resources and reserves statement
42
Petra Diamonds Limited Annual Report and Financial Statements 2025

Finsch Gross
Category
Tonnes
(millions)
Grade
(cpht)
Contained
diamonds
(Mcts)
Reserves
Proved – – –
Probable 16.4 64.4 10.54
Sub-total 16.4 64.4 10.54
Resources
Measured
Indicated 20.5 69.7 14.27
Inferred 39.9 47.8 19.05
Sub-total 60.3 55.2 33.32
1. Resource bottom cut-off: 1.0mm.
2. Reserve bottom cut-off: 1.0mm.
3. Block 4 Resource tonnes and grade are based on block cave depletion modelling and include external waste. A portion of this remnant Resource reports into the current caving
operations as low -grade dilution.
4. Pit scaling and waste ingress have been included in the Reserve models.
5. Block 5 and Block 6 Resource stated as in-situ.
6. Reserves are based on sub-level cave scheduling using Geovia PCSLC software.
7. US$/ct values of 85 - 96 for ROM (with reference to FY 2024 and FY 2025 sales, diamond price modelling and production size frequency distributions).
General notes on reporting criteria
1. Resources are reported inclusive of reserves.
2. Tonnes are reported as millions; contained diamonds are reported per million carats (Mcts).
3. Tonnes are metric tonnes and are rounded to the nearest 100,000 tonnes; carats are rounded to the nearest 10,000 carats;
rounding off of numbers may result in minor computational discrepancies.
4. Resource tonnages and grades are reported exclusive of external waste, unless where otherwise stated.
5. Reserve tonnages and grades are reported inclusive of external waste, mining and geological losses and plant modifying factors;
reserve carats will generally be less than resource carats on conversion and this has been taken into account in the applicable
statements.
6. Reserves and Resources have been reported in accordance with the South African code for the reporting of mineral reserves
and mineral resources (SAMREC 2016).
7. The Petra 2025 annual Resource Statement as shown above is based on information compiled internally within the Group under
the guidance and supervision of Andrew Rogers, Pr. Sci. Nat. (reg. No.120664). Andrew Rogers has 25 years’ relevant experience
in the diamond industry and is a full-time employee of Petra.
8. All Reserves and Resources have been independently reviewed and verified by John Kilham, Pr. Sci. Nat. (reg. No. 400018/07),
acompetent person with 45 years’ relevant experience in the diamond mining industry, who was appointed as an independent
consultant by the Company for this purpose.
43
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Petra’s commitment
As a Bermuda incorporated company, Petra is not subject to the UK Companies Act, and to the non-financial reporting requirements
contained in sections 414CA and 414CB. However, in light of our listing on the Main Market of the London Stock Exchange, and
recognising the importance of good governance and a high standard of disclosure, we set out our non-financial and sustainability
information disclosures statement below.
The table below outlines our principal policies, risks and KPIs in relation to key non-financial and sustainability matters. The location
of further relevant information and outcomes is provided on the pages highlighted below and is incorporated into this statement by
cross reference.
Matter and policies Principal risks Non-financial KPIs Outcomes
Environment
• Environmental Policy Statement: sets out Petra’s commitments to a sustainable
environment through the effective management of strategic environmental risks and
opportunities
• Climate change Position Statement: sets out Petra’s climate change commitments,
including our GHG emission reduction targets, and the steps we are taking to mitigate
theimpact of climate change risks on our business
• Tailings Management Policy: sets out Petra’s commitment to continually improving the
safety and environmental performance of its tailings storage facilities and how it achieves
its performance objectives for its tailing storage facilities in alignment with the GISTM
• Environment (page 60)
• Climate change (page 60)
• Licence to operate –
regulatory and social impact
and community relations
(page 58)
• Embedding
sustainability
See pages 3,
25, 28-29,
40-41
Climate related financial disclosures
• Climate Change Position Statement: see the description set out above
• TCFD Statement: as an issuer on the Main Market of the LSE, Petra is required to annually
prepare a TCFD statement. The content of this statement is substantially aligned to the
requirements of section 414CB of the UK Companies Act.
• Climate change (page 60) • Embedding
sustainability
See pages
25, 47–53
(TCFD
Statement)
People
• Code of Ethical Conduct: sets out the conduct and behaviours that are expected from all
of our staff and business partners
• Diversity and Inclusion Policy: sets out Petra’s commitments to promoting an
organisational culture that values a diverse and inclusive workforce
• Whistleblowing Policy: sets out processes for reporting any concerns and ensures those
that raise good faith concerns are protected from reprisal or victimisation
• Safety (page 59)
• Labour relations (page 59)
• Licence to operate –
regulatory and social impact
and community relations
(page 58)
• Creating a safe
working
environment
• Embedding
sustainability
See pages 3,
25-27, 40-41
Social and community
• Code of Ethical Conduct: see the description set out above
• Social and Labour Plans for the Cullinan Mine and Finsch: set out our commitments for
each of our South African mines on a range of social, labour and community issues over
afive-year cycle, as required by the MPRDA
• Stakeholder Engagement and Management Policy: sets out who our stakeholder
categories are and a framework for how we interact and manage our relationships with
them
• Licence to operate –
regulatory and social impact
and community relations
(page 58).
• Embedding
sustainability
See pages 3,
25-27, 30-31,
40-41
Respect for Human Rights
• Human Rights Policy Statement: sets out Petra’s commitment to conduct its business
inamanner which respects the human rights and dignity of all people and in a way which
ishonest, fair and lawful
• Code of Ethical Conduct: see the description set out above
• Modern Slavery Transparency Statement: outlines the steps which Petra has taken
toaddress modern slavery and human trafficking risks throughout its supply chain
• Licence to operate –
regulatory and social impact
and community relations
(page 58)
• Embedding
sustainability
See pages 3,
25, 30-31,
40-41
Anti-corruption and anti-bribery
• Code of Ethical Conduct: see the description set out above
• Public Officials Expenditure Policy: ensures that all expenditure related to Public Officials
complies with applicable laws and is for a legitimate business purpose
• Gifts and Hospitality Policy
• Declaration of Interest Policy: identifies and mitigates actual and potential conflicts
ofinterest across Petra
• Whistleblowing Policy: see the description set out above
• Licence to operate –
regulatory and social impact
and community relations
(page 58)
• Embedding
sustainability
See pages 3,
25, 30-31,
40-41
Our business model is set out
on page 5
The non-financial KPIs highlighted above, that are used to monitor our progress, are detailed on page 41 and pages 24-32.
Further information, including the key policies and documents set out above, is available on our website at
www.petradiamonds.com/sustainability/policies-important-information/
Non-financial and sustainability
information disclosures
44
Petra Diamonds Limited Annual Report and Financial Statements 2025

Section 172 statement
Petra is incorporated in Bermuda and is not subject to the UK
Companies Act 2006. However, as a company listed on the
MainMarket of the London Stock Exchange, it is subject to the
UK Corporate Governance Code 2018 (the Code). The Code
requires Petra to describe how the interests of stakeholders and
the matters set out in Section 172 of the UK Companies Act 2006
have been considered in both Board discussions and decision-
making. We believe that considering our stakeholders in
keybusiness decisions is not only the right thing to do but
isfundamental to our ability to drive value creation in the
long-term. It should be noted that in some situations, and despite
engagements by Petra, our stakeholders’ interests may not be
aligned with Petra’s and interests between different stakeholders
may conflict with one another. In these situations, the Board will
still seek to understand and consider stakeholders’ interests in
its discussions and decisions, even if alignment cannot be
achieved. Stakeholder considerations continue to be embedded
throughout Petra’s business, with our Executive and Senior
Management actively involved in initiatives to engage and
communicate with our stakeholders, including through
stakeholder engagement forums.
Some examples of how the Board considered the various elements
contained in Section 172(1) of the UK Companies Act 2006 in its
discussions and decisions in FY2025 are set out below.
Section 172(1)(a): the likely consequences of any
decision in the long-term
The Board regularly considers the steps needed to provide
investors and stakeholders with a compelling value proposition
and resilient business in the medium to long-term, recognising
the evolving environment in which Petra operates. In FY2025,
the Board approved a number of steps to improve Petra’s ability
to withstand weaker-for-longer diamond market conditions.
Labour retrenchment and other cost savings were targeted for
FY2025. In addition to the long-term interests of the Company,
the Board also considered the interests of employees and the
impact on suppliers and the communities surrounding the mines
in approving these cost savings.
Section 172(1)(b): the interests of the Company’s
employees
Without a safe, healthy, skilled and productive workforce, Petra
isunable to implement its strategy and create shared value for
allits stakeholders. Recognising that Petra’s employees are at
the heart of its business, and that Petra’s success is dependent
on attracting, retaining, and motivating talented employees, the
Board considered and assessed the impact of its decisions on
employees throughout FY2025. For further detail on how the
Board engages with employees, see page 76.
An example illustrating the Board’s inclusion of employee-related
issues in their discussions and decisions in FY2025 included:
• Organisational restructuring and Section 189 processes:
inresponse to weaker-for-longer diamond market conditions
and the need for Petra to reset its cost base, management
continued an organisational restructuring that led to Section
189 retrenchment consultation processes being undertaken
across group functional departments and the operations
(Cullinan Mine and Finsch) and Cullinan Mine operations
(mining, plant, engineering, technical services). This resulted
ina number of employee retrenchments and voluntary
separations. These decisions and the Section 189 processes
were overseen and supported by the Board, involving regular
updates, with the Board having to consider the Company’s
financial resilience and organisational efficiency, whilst also
taking into account the interests of Petra’s employees.
Section 172(1)(c): the need to foster the Company’s
business relationships with suppliers, customers
and others
The delivery of Petra’s strategy requires strong and mutually
beneficial relationships with suppliers, customers and host
governments. Petra’s suppliers are critical to the development
and safe running of our operations, while its customers are the
source of Petra’s revenue.
In FY2025, Petra continued to make use of partnership agreements
with key customers for the sale of certain high-value stones
recovered from the Cullinan Mine. These agreements enable Petra
to retain an interest in the profit uplift of the proceeds of polished
stones, after taking into account all costs. The Board considered
the impact such partnerships have in strengthening Petra’s
relationships with key customers, as well as the ongoing potential
for Petra to retain more value from its higher value stones.
45
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

SECTION 172 STATEMENT / CONTINUED
Section 172(1)(d): the impact of the Company’s
operations on the community and the
environment
The sustainability of Petra’s business in the medium to long-term
requires that the interests of the environment in which Petra
operates (including communities and host governments) be
aligned, as far as possible, with Petra’s interests, and that we
operate in a way which minimises the adverse impact on these
stakeholders. The support of local communities, host governments
and NGOs are critical components of Petra’s licence to operate.
Petra seeks to ensure that it complies in all material aspects with
relevant legislation in the countries in which it operates. The
Board, and in particular, the Safety, Health and Sustainability
Committee, regularly assesses the impact of Petra’s operations
on the community and the environment.
Whilst the Company sold all of its interest in Williamson to Pink
Diamonds in May 2025, it remains committed to supporting
theIGM and RJP processes. In FY2025, the Board and Safety,
Health and Sustainability Committee continued to oversee
progress on the IGM and RJPs required under the terms of the
settlement agreement with Leigh Day. During FY2025, the IGM
continued to make remedy payments to complainants and is
targeting to process all grievances around the middle of FY2026,
following improvements to the process aimed at reducing
bottlenecks. The IGM is a key step to promote reconciliation
between Williamson, directly affected parties and the broader
community by providing remedy to those individuals who have
suffered severe human rights impacts. FY 2025 saw the
implementation of the two remaining restorative justice projects,
namely, income generating and medical services projects and
therefore the successful conclusion of the RJPs. For more
detailson the IGM and the RJPs, see pages 30-31.
Section 172(1)(e): the desirability of the Company
maintaining a reputation for high standards of
business conduct
The Board periodically reviews and approves material policies
and standards which apply to Petra and which embed high
standards of business conduct across the Petra Group.
InFY2025:
• The SHS Committee reviewed and approved updated versions
of the Workplace Harassment, Bullying, Victimisation and
GBVF policy.
• The ARC considered and approved the Company’s revised
Internal Audit Charter and Internal Audit Manual based on the
new Global Internal Audit Standards. These Standards were
implemented prior to 1 January 2025 by Petra’s outsourced
internal audit partner, PwC.
• The ARC continued to consider the measures Petra has been
implementing to ensure compliance with the UK Economic
Crime and Corporate Transparency Act 2023. These measures
include, but are not limited to, assessments of Petra’s fraud risk
profile, enhanced due diligence on entities which perform or
may perform services for Petra, mapping of senior manager
roles to identify those potentially in-scope for knowledge
attribution and providing further targeted training in H2 CY25
to Exco members and to these individuals.
Section 172(1)(f): the need to act fairly as between
members of the Company
The Board has considered the financial structure of the Company
on an ongoing basis and has engaged with its bank,
bondholders and shareholders to provide a suitable long-term
solution for all parties.
After weighing up all relevant factors, the Board considers the
course of action which best positions Petra to deliver its strategy
in the long-term, taking into consideration the effect on key
stakeholders. Pertinent examples of the factors and engagements
taken into account by the Board are set out above. In doing so,
our Directors act fairly as between the Company’s members, but
are not necessarily required to balance the Company’s interests
with those of other stakeholders. This can sometimes mean that
certain stakeholder interests may not be fully aligned and in
some situations, may conflict.
In relation to the broader issue of stakeholder engagement, see
page 3 of the GRI report hosted on our website.
46
Petra Diamonds Limited Annual Report and Financial Statements 2025

Petra has prepared its climate change-related disclosures in accordance with the UK Listing Rules. Petra considers that its climate
change-related disclosures are consistent with the four recommendations and 11 recommended disclosures of the Task Force on
Climate-related Financial Disclosures (TCFD). We report in accordance with the Global Reporting Initiative (GRI) Standards: 2021,
theSustainability Accounting Standards Board (SASB) Metals & Mining Sustainability Accounting Standard (now part of the IFRS
Foundation) which are found on our website, and the Task Force on Climate-related Financial Disclosures (TCFD). As a member
oftheNatural Diamond Council, we adhere to its membership requirements and sustainability pledges. We support the principles
oftheExtractive Industries Transparency Initiative and report accordingly. We also support the United Nations Sustainable
Development Goals (SDGs) and report on our contribution to these throughout this report.
We continuously seek to improve the robustness of our disclosures. In addition to this report below, you can refer to the sustainability
section on pages 24-32 and the supplementary data on our website.
Key achievements in FY 2025 included the following:
• Continuing to transparently disclose climate-related information, consistent with global benchmarks and standards including the
TCFD recommendations
• Completing the sale of Koffiefontein and Williamson during FY 2025.
• Transitioning to new operating profiles at Cullinan Mine and Finsch (shifting from continuous 24/7 operations at both the Cullinan
Mine and Finsch to scheduled 2- or 3-shift operations)
The contents of this report have been reviewed by Petra’s Exco, the Safety, Health and Sustainability Committee, and was approved
by the Board on 16 October 2025 Petra engaged an independent third-party Eco Elementum to verify its carbon footprint and GHG
emissions.
We reaffirm our commitment to our long-term target of achieving net zero Scope 1 and 2 GHG emissions by 2050, though we aspire
to reach this goal by 2040 or earlier. We are also still committed to our target of reducing our Scope 1 and 2 emissions by 35% to 40%
by 2030, compared to our 2019 baseline of 474,868,13 tCO
2
e.
FY 2025 has been a year of change, with the sale of both Koffiefontein and Williamson, which will result in a reduction against our
2019 baseline, as well as a shift away from our continuous operations at both the Cullinan Mine and Finsch to scheduled 2 or 3 shift
operations, which will also change the energy consumption profiles at both these mines. We will continue to look for further
opportunities to reduce our GHG emissions over and above the renewable energy agreements we have in place. We will also
continue to refine the disclosure of our Scope 3 emissions.
Petra’s response to climate change:
TCFD recommended disclosures
47
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

TCFD / CONTINUED
The table below sets out where Petra has made climate disclosures consistent with the TCFD.
Recommended
disclosures Discussions/ or key developments in FY2025 Reference
Governance
1. Describe the Board’s
oversight of climate-
related risks and
opportunities
The Board, supported by the Audit and Risk, Safety, Health and Sustainability, and
Remuneration Committees, has ultimate accountability for the Group strategy, risk and
governance of climate-related risks and opportunities. Adopting this approach ensures
that the Board sets the risk appetite and tolerances, strategic objectives and
accountability for climate-related risks and opportunities.
The Board monitors progress against Petra’s Climate Change Mitigation and Adaptation
Strategy and, GHG Roadmap while providing oversight of climate change risk processes
and related controls, ensuring that management implement appropriate governance
processes and controls that are effective in managing climate change risks and opportunities.
The Board is kept apprised of material developments in relation to climate change (and
significant environmental events) as and when they occur. To ensure effective oversight,
the Board and relevant Committees receive regular updates on climate-related matters,
including climate-change-related data and performance information.
Previously the Safety, Health and Environment and Sustainability Committees operated
independently, however these committees were consolidated in FY 2024, to establish
the new Safety, Health and Sustainability Committee, adopting new Terms of Reference,
approved by the Board. The new SHS’ broader scope and integrated approach results in
an enhanced and more effective oversight and monitoring role in relation to Group-wide
environmental matters, including climate-change. The SHS Committee meets formally at
least quarterly and oversees implementation and compliance with the Group’s climate-
related policies and monitors performance. The Chair of Petra’s Safety, Health and
Sustainability Committee, Lerato Molebatsi, was also formally designated as the iNED
with primary responsibility for ESG matters (which includes climate change). Climate
change is classified as one of Petra’s principal risks, monitored monthly by Petra’s Exco
while the Audit and Risk Committee (ARC) receives quarterly updates on movements
inprincipal risks (including climate change).
Additional Group
governance
developments during
FY2025 that are
related to our
climate-related risks
and opportunities
maybe found in the
Governance section
of our Annual Report
2025: Report of the
Safety, Health and
Sustainability
Committee
(pages94-96).
For the Terms of
Reference of the
Safety,Health
andSustainability
Committee, see www.
petradiamonds.com/
about-us/corporate-
governance/
2. Describe
management’s role
inassessing and
managing climate
related risks and
opportunities
The Joint Interim CEOs have overall executive accountability for climate-related risks
andopportunities, which includes decarbonisation and energy-related matters. They
areinformed by the Group Head Risk, Assurance & Compliance, and then report to the
Board. The CEOs, assisted by Exco, act upon the most material risks and opportunities
toimplement Petra’s strategy and unlock maximum stakeholder benefit. The Group CFO
holds overall executive accountability for integrating climate-related risks and opportunities
into annual budgets, business plans and financial disclosures. Management is responsible
for identifying climate related risks and opportunities including the implementation of
adequate processes to enhance the control environment to effectively manage climate
change risks and opportunities.
Exco meets at least once a month and includes representation from key internal
functions. Each Exco member is responsible and accountable for integrating
consideration of climate-related risks and opportunities as they relate to their respective
functions and overseeing the management of climate-related risks and opportunities that
fall within their remit. Petra’s performance management system also involves the setting
of KPIs which include requiring all managers to effectively identify, assess and manage
risks (including climate-related) within their remit and performance against these KPIs is
assessed at least biannually.
Additional Group
governance
developments during
FY2025 that are
related to our
climate-related risks
and opportunities may
be found in the
Governance section
ofour Annual Report
2025.
48
Petra Diamonds Limited Annual Report and Financial Statements 2025

Recommended
disclosures Discussions/ or key developments in FY2025 Reference
Strategy
3. Describe the
climate-related risks
and opportunities
theorganisation has
identified over the
short, medium and
long-term
The Group has identified several physical and transition risks that our operations are
exposed to over varying time horizons. We define our horizons as short-term (next 3-5
years), medium term (5-15 years), and long-term (15-30 years). This allows us to focus on
implementing initiatives in the short term to achieve our medium- and long-term targets.
Petra enlisted the use of the EY Climate Analytics Platform (EY CAP) to assess the
exposure of their main assets and operations to climate related risk in line with United
Nations Intergovernmental Panel on Climate Change (IPCC) scenarios. This assessment
considers a 2C (IPCC RCP 2.6) and an increase of 4.3 C (IPCC RCP 8.5) scenario. You can
see the Climate Change Scenario on page 52.
Petra uses a robust Enterprise Risk Management (ERM) framework to identify, assess and
manage current and emerging risks and uncertainties and the material financial impact on
the organisation. More can be read on Material issues on page 25.
The key risks and opportunities across the operations in South Africa were identified as:
• Physical risks: increased precipitation (acute) and temperature and droughts/water
stress (chronic) (all medium to long-term risks)
• Transition risks: access to capital, carbon tax and market risk owing to change in
consumer behaviour (all short- to medium-term risks)
• Physical opportunities to be investigated: improved water use strategies and
innovative water remediation and recycling technologies. Innovative use of new
technologies focussed on the health and safety of employees and the reduction
ofexcessive evaporation (to be explored over the short to medium term)
• Transition opportunities realised: reduce the Group’s exposure to carbon tax
andincreases in electricity cost by securing renewable energy supply (short
tomediumterm)
• Risks are identified on page 54 of the Principal Risks and Uncertainties section
From a financial
planning perspective,
see note 18 to our
Financial Statements.
Petra is progressing
its risk analysis in
relation to theimpact
which climate change
will have on its
financial
environmental
liabilities.
4. Describe the impacts
of climate-related risks
and opportunities
onthe organisation’s
business, strategy
andfinancial planning
Sustainability and climate change is embedded in our strategy and supports our ambition
to create value for our stakeholders and build a sustainable business. Petra prioritises
theeffective management of climate-related matters as it contributes to the Group’s
performance and ability to deliver its strategic objectives over the long-term. They are
managed via the Enterprise Risk management and Risk Appetite and Tolerance Frameworks,
with mitigation plans implemented, as required.
Plans including GHG emissions reduction and mitigating actions are seen in Principal
Risks and Uncertainties section on page 54. The impacts of climate change risks are
classified into four main categories.
i) higher than normal precipitation and potential flooding – could lead to operational
disruptions such as pit flooding, mud pushes, impact on infrastructure and ultimately
operational down time, and associated cost of repairs. Furthermore, there could be
additional costs or fines if heavy precipitation and flooding leads to unintended
discharges out of our operational boundary limits.
ii) rising temperatures – could require higher Air/cooling Ventilation Air Conditioning
requirements, specifically when working underground.
Both of Petra’s mines are blessed with inherently low temperatures in their
underground operations, which would form the basis of increased heat stresses
underground as a result of climate change. Petra will be able to manage underground
heat stresses through cooling & ventilation, and will also continue to look for
opportunities to incorporate energy efficiency technologies and cheaper sources
ofpower to offset any increase in energy use for higher cooling and/or ventilation.
iii) drought hazard and water stress – lack of water to support operations could result in
operational downtime. However, it should be noted that operational disruptions were
not experienced during previous droughts at Petra’s South African mines. Petra also
continues to recycle its water to reduce reliance on fresh water sources as much as
possible.
and
iv) transitional risks.
We have included
climate change
related risks and
opportunities into
ourfinancial planning,
as applicable, and will
continue to update
forfurther risks and
opportunities as our
life of mine plans get
extended in the
future.
49
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

TCFD / CONTINUED
Recommended
disclosures Discussions/ or key developments in FY2025 Reference
4. Describe the impacts
of climate-related risks
and opportunities
onthe organisation’s
business, strategy
andfinancial planning
(continued)
Heightened concerns about climate change and pollution makes it essential to use
environmentally sound and sustainable solutions for extracting the diamonds. As
customers look to reduce their environmental and carbon footprint, less sustainable
diamond mining companies could face further scrutiny and loss of clients if they do not
shift towards more sustainable practices.
Carbon taxes are increasingly being implemented across different jurisdictions,
ascountries work towards meeting national level GHG emission reduction targets
associated with their Nationally Determined Contributions and the global Paris Agreement.
Petra is subject to the carbon taxes levied in South Africa on its Scope 1 emissions.
The key climate change priority risks across these categories relate to increased cost and
capital investments, potential production stoppages, employee health and safety
including socio-economic impacts on our surrounding communities resulting from
potential climate change risks materialising. As a mitigation to some of these risks, Petra
has entered into Power Purchase Agreements to supply c. 36-72% of its energy through
renewable sources, which will reduce its GHG footprint, and we continue to assess
opportunities in further reducing its Scope 1 emissions as we continue our journey
towards our ambition of net zero by 2040.
5. Describe the
resilience of the
organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a
2degree orlower
scenario
We have bolstered our resilience against identified climate-related risks through our
operational health, safety, environmental and risk management processes, monitoring
and continuous review through our climate change performance indicators supplemented
by our continuous monitoring of key risk indicators. Based on the nature of the risks
identified, the appropriate remediation to address these risks is being considered in
Petra’s business strategy and financial planning process.
We have committed to decarbonisation targets and secured renewable energy supply for
our operations to deliver on our 2030 GHG reduction targets of 35-40%, as a result of the
renewable energy power purchase agreements announced in 2024. Our decarbonisation
targets and renewable energy supply will assist us in reducing our carbon emissions and
potential future carbon tax liabilities. Our history of climate and sustainability reporting
will enable us to proactively address any further reporting requirements. We will continue
to report transparently against appropriate ESG disclosure standards (including climate-
related requirements) and engage with stakeholders on ESG related matters.
Petra currently considers itself, through its scenario analysis output below, resilient to the
risks climate change which it currently faces.
Risk Management
6. Describe the
organisation’s
processes for
identifying and
assessing climate-
relatedrisks
The Group has implemented a robust Enterprise Risk Management (ERM) framework to
identify, assess and manage current and emerging risks and uncertainties. This can be
referred to in the Principal Risks and Uncertainties section on page 54. To ensure that
climate-related risks and opportunities are adequately identified and assessed, a
multi-pronged approach (detailed below) has been implemented. The risk identification
process considers external and internal climate risks including strategic and operational
risks and climate risks identified through review of climate change publications,
professional and regulatory bodies, globally. The Group conducts climate change
scenario analysis with guidance and support from external independent climate change
specialists to inform current, medium and long-term climate risks. These risks are
processed through the Group’s ERM processes focussing on controls in place to mitigate
climate risks to acceptable levels and consequent quantification of climate risks to
determine the potential impact of these risks on the Group and its operations, and
stakeholders.
Climate change scenario analysis
Climate change scenario analysis uses a standard set of Representative Concentration
Pathways (RCP) scenarios (published by the United Nations Intergovernmental Panel on
Climate Change) to identify climate-related risks and opportunities based on projected
future greenhouse gas concentrations.
The scenario can be seen on page 53.
Please also refer to Principal Risks and Uncertainties section on page 54.
Additional Group
riskmanagement
developments during
FY2025 that are
related to our climate-
related risks and
opportunities may be
found in the Principal
Risks and Uncertainties
section of our Annual
Report 2025.
50
Petra Diamonds Limited Annual Report and Financial Statements 2025

Recommended
disclosures Discussions/ or key developments in FY2025 Reference
7. Describe the
organisation’s
processes for managing
climate-related risks
We recognise that the potential materialisation of climate related risks has widespread
consequences throughout the Group, its operations, employees and broader
stakeholders. The Group’s ERM Framework clearly sets out acceptable risk management
practices for managing climate risks. In most instances the Group treats climate risks
through remediation by implementing governance processes and controls that either
prevent, detect or minimise the impact of climate related risks. The Group also insures
potential losses it may incur against damage to property and liability claims arising out
ofcertain catastrophic climate incidents. The purpose of insurance cover is to reduce
thefinancial impact of these catastrophic incidents should they materialise, which would
ordinarily be funded by the Group.
The outputs from the scenario analysis indicate how hazards and risks could potentially
change over the respective timescale to provide a view of the resilience of our
operations and will be reviewed every three to five years to adjust scenario projections,
extended timescales and strategy as needed (due to care and maintenance, mine closure
and life of mine extensions).
The output of the climate scenario analyses is used to supplement our ERM process
asitis critical to the analysis, management and control of risks and informs analysis
techniques and risk control mechanisms for implementation to mitigate the impacts
ofclimate-related risks on operations and stakeholders, including:
• Ensuring that identified risks of climate change continue to inform business strategy
and decision making;
• Scaling up the development and implementation of appropriate adaptation response
measures to the identified risks and opportunities; and
• Increasing our support to building community resilience through engagement on
shared climate change risks and opportunities.
Refer to the Principal Risks and Uncertainties section on page 54 where the risk matrix and
information related to the material assessment performed in FY 2024 have been disclosed.
8. Describe how
processes for
identifying, assessing
and managing
climate-related risks
are integrated into the
organisation’s overall
risk management.
The identification of climate risk is set out in point 6 above. The assessment of climate
related risks and opportunities is conducted in accordance with the Group’s Enterprise
Risk Management (ERM) and Risk Appetite and Tolerance (RAT) Frameworks. The ERM
hasdefined qualitative and quantitative criteria in evaluating likelihood and consequence
of climate risks, while the RAT framework proactively measures management’s performance
against risk mitigation actions through established Key Risk Indicators (risk appetite and
tolerance thresholds), providing an early warning indicator of risks breaching acceptable
appetite and tolerance thresholds, prompting immediate management action. The
identification and assessment of climate risks forms the focal point and underpins strategic
and operational decision-making, further including standardised, uniform and appropriate
internal controls in our policies and procedures to strengthen the Group’s control
environment relating to climate risks. The Group’s integrated risk management process
highlights climate risk impacts across multiple functions and assists management in
drawing inferences and correlation between various climate risks and its impact, enabling
management to implement remediation steps in an integrated and holistic manner.
51
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

Recommended
disclosures Discussions/ or key developments in FY2025 Reference
Metrics and Targets
9. Disclose the
metricsused by the
organisation to assess
climate-related risks
and opportunities in
line with its strategy
and risk management
processes
Petra discloses an array of climate-related metrics including energy usage, water
management, waste management, energy, material Management and Ozone depleting
gases – Scope 1 and 2 intensity indicators, etc.
These metrics correlate to risk and opportunities identified for climate related risks and
opportunities. Water consumption metric will be impacted by the physical risks identified
such as water scarcity, drought, flooding, heat stress and precipitation variability.
Whereas energy consumption metric correlates with Transitional risks identified such
ascarbon tax and pricing where there is a risk of increased costs due to evolving carbon
tax regimes and reporting requirements.
Monitoring and managing these metrics will ensure we have mitigation action plans in
place. Mine waste metric is measured regularly to manage transitional risks such
asexposure to environmental incidents due to dam failure or non-compliance and the
physical risk of increased precipitation on the dams that could result in dam wall failure.
Notwithstanding ozone depleting substances are also part of the metric monitored to
ensure that our operations operate in an environmentally responsible mining environment
that is conscious of environmental damage and have remedies in place to reduce impact
of our activities on the environment. All these metrics are monitored at set intervals and
allows us to manage and mitigate the physical and transitional risks associated with
climate change.
When renewable energy becomes a significant part of our energy mix, its percentage
willbe disclosed. The key metrics linked to the assessment of our GHG emissions include:
• Absolute gross GHG emissions generated during the reporting period, measured in
accordance with the Greenhouse Gas Protocol Corporate Standard, and Corporate
Value Chain Standard expressed as metric tonnes of CO
2
equivalent, classified as
Scope 1, 2 and 3 emissions
• GHG emissions intensity for each scope, expressed as metric tonnes of CO
2
equivalent
per unit of physical or economic output, classified as Scope 1, 2 and 3 emissions
• The extent to which these metrics rely on measured vs. estimated data
• Remuneration targets are also considered as part of our strategy which is explored
inmore detail in number 11 and the Remuneration Report on page 99.
Additional Group
performance metrics
during FY 2025 that
are related to our
climate-related risks
and opportunities
maybe found in
theSustainability
section of our Annual
Report 2025 and
Supplementary
Dataon the website.
10. Disclose Scope 1,
Scope 2 and if
appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks
The majority of Petra’s currently disclosed GHG emissions (greater than 90%) are related
to electricity consumption (Scope 2) and therefore represents our biggest focus in relation
to emission reduction activities. With respect to our Scope 3 GHG emissions, we are
identifying appropriate steps and reporting boundaries of the GHG Protocol’s Corporate
Value Chain (Scope 3) Accounting and Reporting Standard to calculate and measure our
baseline and report on Scope 3 emissions. We recognise the challenge in reporting
accurate and reliable Scope 3 emissions data. While we do this, we have set ourselves
GHG emissions reduction targets for our Scope 1 & 2 emissions, and will consider
reduction targets for our Scope 3 emissions at the appropriate time.
Petra Diamonds has selected a 100% operational control approach to consolidate its
GHGemissions as it has full authority to introduce and implement operating policies
atthefollowing organisations and offices that have been included in its GHG inventory
boundary. For details on how Petra has defined its boundaries, what elements are
included in the determination of Petra’s Scope 1, 2 & 3 emissions, please refer to the
Supplementary Data published on our website.
• Scope 1 emissions for FY 2025 were 12,460.27 tCO
2
e (FY2024: 36,586 tCO
2
e)
• Scope 2 emissions for FY 2025 were 356,027.65 tCO
2
e (FY2024: 384,283 tCO
2
e)
• Scope 3 emissions for FY 2025 were 1,310.28 tCO
2
e (FY2024: 2,098 tCO
2
e)
Please note that FY 2025 excludes Williamson and Koffiefontein, while FY 2024 includes
Williamson and Koffiefontein.
52
Petra Diamonds Limited Annual Report and Financial Statements 2025

Recommended
disclosures Discussions/ or key developments in FY2025 Reference
11. Describe the
targetsused by the
organisation to manage
climate-related risks
and opportunities
andperformance
against targets
We continue to transparently disclose climate-related targets, consistent with
globalbenchmarks and standards, including the TCFD Recommendations.
• We have committed to a long-term target of achieving net zero Scope 1 and 2
GHGemissions by 2050, though we aspire to reach this goal by 2040 or earlier.
• We have committed to a short-term target of reducing our Scope 1 and 2 emissions
by35% to 40% by 2030, compared to our 2019 baseline.
• Remuneration targets are also considered – Water and energy intensity are used
asmetrics for the annual bonus for middle management and above. The incentive to
manage climate change related issues is derived from Petra’s Sustainability Framework.
This Sustainability Framework includes corporate objectives on the achievement of
Climate Change management issues such as the refinement of net zero transition plans,
improved climate change mitigation and resilient climate change adaptation actions
(source: www.petradiamonds.com/sustainability/overview/oursustainability-strategy/).
• Management has a set of key performance indicators linked to the objectives of the
Sustainability Framework. These key performance indicators are weighted to represent
a percentage of the annual bonus. The key performance indicators of line management
roll up into those of managers and further to the Executive team of Petra Diamonds
• Climate change related targets are also part of the long-term incentives for senior
management and part of the Corporate Performance Targets that determine the
vesting outcomes for long-term incentive awards to senior management.
• For details, refer to the Remuneration Report section, on pages 99-118
Climate change scenario analysis
Climate change scenario analysis uses a standard set of
Representative Concentration Pathways (RCP) scenarios
(published by the United Nations Intergovernmental Panel on
Climate Change) to identify climate-related risks and opportunities
based on projected future greenhouse gas concentrations.
The Group climate-related scenario analysis include the below
pathways and reviewed periodically:
• RCP1.9 (a pathway that limits global warming to below 1.5 °C
by 2100) as the worst-case scenario for transitional risks
• RCP8.5 (a pathway that estimates global warming to 4.3 °C
by2100) as the worst-case scenario for physical risks
• RCP 2.6 (a pathway that limits global warming to below 2.0 °C
by 2100) as a reasonable case
Our assessment of climate-related risks and opportunities was
conducted across two time frames, namely 2030 and 2040 –
based on current life of mine across our operation. These
timelines will be reviewed should our operations’ life-of-mine
beextended beyond 2040.
The Petra climate-related scenario analysis incorporated 11
climate indicators listed under four climate-related categories,
namely temperature and heat, drought, water stress, and
precipitation. The evolution of these indicators in considered
scenarios was used to identify potential physical and transitional
climate-related risks and opportunities for our operations.
53
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES
Risk Management and Principal Risks
The Group is exposed to a number of risks which could have a material impact on
itsperformance and long-term viability. The effective identification, evaluation,
management and mitigation of these risks is a core focus of management and the
Board, as this is key to the Company’s strategy and objectives being achieved.
Risk management framework
The Board has ultimate responsibility for risk management and
receives reports and updates from the Board Committees on
thekey risks facing the business and the steps taken to manage
them. The Board delegates responsibility to the Audit and Risk
Committee (ARC) which is responsible for monitoring and
assessing Petra’s risk management and internal control systems.
The ARC receives quarterly updates from the Risk, Assurance
and Compliance function on Petra’s principal risks, including
tracking Petra’s risk appetite and tolerance thresholds and risk
mitigation action plans. The Safety, Health and Sustainability
Committee also monitors developments related to safety, health,
environment, climate and social performance, providing
strategicdirection, oversight and risk assurance.
Exco receives updates on Petra’s principal risks, including Petra’s
risk appetite and tolerance thresholds and risk mitigation action
plans and monitors and facilitates the implementation of effective
risk management through the organisation, including driving
aculture of individual risk owner and employee accountability.
Petra’s Risk, Assurance and Compliance function continuously
reviews, analyses and reports on risks, which includes
monitoring emerging risks and consolidating key risks. Internal
Audit provides assurance, in conjunction with external assurance
providers and the Risk, Assurance and Compliance function,
onthe effective functioning of the internal control systems.
Petra deploys the four lines of defence model to enable better
risk governance. A summary of how this model works is set out
below. Petra’s risk governance applies the principles of good
governance to the identification, assessment, management
andcommunication of risks.
Risk governance – four lines of defence model
Board and sub-committees
(performs oversight andsetstone)
• Approves Enterprise Risk Management (ERM) Framework
• Establishes risk appetite/tolerance and strategy
• Leverages risk information into decision-making
• Evaluates the strategy and business performance on a risk-adjusted basis
Fourth line External assurers For example:
• Regulatory audits (DMRE)
• ISO certification
• Technical audits (resources and reserves)
Third line Internal audit
(test and verify)
• Planning and execution informed by ERM; aims to evaluate design and effectiveness
of internal controls
Second line Regulatory/legal compliance Monitors compliance with regulations
• Informed by ERM
• Risk-based compliance testing
Enterprise Risk Management (ERM)
• Designs Group’s ERM Framework
• Monitors compliance with Framework
and reports on aggregated risks
First line Business units
Management: identifies, owns, mitigates and reports on risks for ERM
Petra has an Enterprise Risk Management (ERM) Framework
which outlines the process for identifying, analysing, evaluating,
treating and managing the impact of Petra’s risks. This ERM
Framework is based on ISO 31000 and is illustrated in the
diagram on the opposite page (Petra’s Risk Assessment Process).
Management within each function and operation is responsible
for using this ERM Framework to identify the key risks in their
area and for establishing appropriate and effective management
processes to control and mitigate the impact of such risks,
including assigning risk owners who are accountable for
managing these risks. Once assessed, risks are aggregated
andintegrated into the Group’s risk register and ultimately
theGroup’s principal risks. Members of the Exco are assigned
ownership of and are accountable for stewardship of each of
theprincipal risks.
Updates to baseline risk assessments are conducted at least
annually to re-evaluate existing risks and identify emerging risks,
including the effectiveness of mitigating actions resulting from
process changes, significant incidents, or disasters, or by
instruction from regulatory bodies, amongst others. The relative
significance of all identified risks is determined by using the ERM
Framework to apply consequence and likelihood criteria, with
management evaluating risks prior to internal controls to determine
inherent risk levels and also assessing the effectiveness of internal
controls to determine residual risk levels.
54
Petra Diamonds Limited Annual Report and Financial Statements 2025

LIKELIHOOD
IMPACT
Low
Low
High
High
12
10
11
8
9
7
6
1
3
2
5
4
Principal risks matrix (mitigated)
Petra’s Risk Assessment Process
CONSULTATION
MONITOR
A N D
REVIEW
ESTABLISHING THE CONTEXT
RISK ASSESSMENT
RISK IDENTIFICATION
RISK ANALYSIS
RISK EVALUATION
RISK TREATMENT
13
Group Principal Risk
External
1
Rough diamond prices
2
Currency fluctuations
3
Country and political
Strategic
4
Group liquidity
5
Licence to operate (social impact)
13
Refinancing
Operational
6
Mining and production
(including ROM grade
and product mix volatility)
7
Labour relations
8
Safety
9
Environment
10
Climate change
11
Capital projects
12
Supply chain
55
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
Risk appetite and tolerance
Petra accepts there are risks associated with its business
activities that cannot be fully eliminated and which must be
accepted if we are to deliver our strategy. Petra also actively
monitors Key Risk Indicators (KRIs) to prompt management
totake necessary action(s) where appetite and tolerance
thresholds are exceeded.
Petra’s KRIs are kept under review by management and the Audit
and Risk Committee to ensure that they align with the Company’s
Purpose, Values and Strategy and evolving risk profile. Any
changes to the KRIs that are used to measure risk appetite and
tolerance require the approval of the Audit and Risk Committee.
People
Petra operates in a diverse
and inclusive manner, and
motivates the workforce
torealise their full potential
and deliver extraordinary
outcomes in support of
itsstrategic intent.
Social licence to operate
Petra conducts operations in
a manner that doesn’t
compromise its reputation or
ability to operate, or in a
manner that does not support
compliance with the relevant
legislation in the jurisdictions
in which we operate.
Stakeholders
Petra endeavours to act in a
manner that is respectful and
gives due consideration to
the impact on all stakeholders.
Operational performance
Petra pursues mining
operations in a manner that
supports business resilience
and sustainable mining within
its targeted cost curve.
Capital allocation
Petra allocates growth
andsustaining capital that
promotes our strategic intent,
provided it meets investment
hurdles set by the Board and
does not breach liquidity and
funding thresholds.
Safety, health and
environment
Petra does not pursue
operations unless all
prescribed and reasonable
measures have been taken
toensure the safety and
wellbeing of our employees
and the environment.
Climate Change
Petra does not pursue
operations unless prescribed
and reasonable measures
have been taken to mitigate
the impact of climate change
on the well-being of our
people and the environment.
GOVERNANCE
Reputation and ethics
Petra has zero tolerance for illegal or unethical behaviour.
Tothisend, Petra will not (i) participate in fraud, bribery and
corruption by Petra, any Director, employee or business partner;
(ii) do business with sanctioned entities and individuals or those
involved in modern slavery or human rights violations; and
(iii)sellrough diamonds which have not been certified through
the Kimberly Process.
Corporate governance and regulatory compliance
Petra mandates full compliance with governing laws and
regulations, as well as the application of prescribed governance
principles.
Reporting
Petra commits to accurate reporting to its stakeholders in
accordance with prevailing legislation and reporting standards.
56
Petra Diamonds Limited Annual Report and Financial Statements 2025

Our principal risks
During the Year, Petra’s risk profile has been closely monitored, with no new principal risks being identified but some movements in
principal risks being tracked as summarised below. Our assessment of the likelihood of our principal risks occurring and the potential
consequence of such risks (after taking into account the risk management processes and mitigation action plans we implement) is
summarised in the heatmap above. A summary of the Group’s principal external, operational and strategic risks (in no order of priority)
is set out below.
Risk Description Mitigation
1. Rough diamond prices
Our financial performance is closely linked to rough
diamond prices which are influenced by global macro-
economic conditions, supply and consumer trends, and
product mix recovered from our two mines.
While long-term market fundamentals remain supportive,
diamond market weakness was experienced throughout
FY 2025 and is expected to continue through to the end
of CY 2025. Average like-for-like prices for FY 2025
were down 19% compared to FY 2024
Impact
• Reduction in revenue, cashflow, profitability and
overall business performance
• Capital programmes potentially negatively impacted
• Like-for-like rough diamond prices for goods sold slightly improved by 3% on
Tender 5/6 FY 2025 mainly from coarser goods
• Through the increased RCF, retain the ability to defer timing of sales tenders in
lower pricing environments
• Entry into profit sharing agreements to realise additional value from selected
diamonds
• Timely execution of our capital programmes to unlock new parts of the ore
body which will improve product mix
Change in risk profile
duringthe year
Category
External risk, long-term
Risk owners
• Chief Financial Officer
• Group Sales and Marketing Executive
2. Currency fluctuations
Group revenue is received in US$ with costs incurred in
ZAR. The average exchange rate in FY 2025 was ZAR
18.15/US$1 compared to ZAR18.70/US$1 in FY 2024.
Impact
• A sustained stronger ZAR could potentially impact
Group Liquidity and profitability
• Group policy is to hedge a portion of South African diamond sales when
weakness in ZAR allows
Change in risk profile
duringthe year
Category
External risk, Long-term
Risk owners
• Chief Financial Officer
3. Country and political
Our mining operations are located in an emerging
market economy (South Africa) which may be subject to
greater legal, regulatory, tax, economic and political
risks. These risks may be subject to rapid change
Impact
• These risks may negatively impact our operations and
the cost of doing business in this jurisdiction
• The formation of the South Africa Government of National Unity (GNU)
continues to create stability in South Africa markets evidenced by stable credit
ratings.
• In May 2025, the sale of Williamson to Pink Diamonds was concluded which
eliminated exposure to country and political risks related to Tanzania.
Change in risk profile
duringthe year
Category
External risk, long-term
Risk owners
• General Mangers (Cullinan Mine and Finsch)
• Exco
Higher
Lower
No change
External risk
Strategic risk
Operational risk
57
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
Risk Description Mitigation
4. Group liquidity
We require sufficient liquidity to meet our current and
future financial commitments, including capital and
interest payments on our Senior Secured Bank Debt and
2L Notes in line with the recently announced
Refinancing. Our ability to generate this liquidity is
affected by a number of factors which include (i) the
demand for rough diamonds (which remains subdued
and which impacts diamond prices), (ii) global economic
uncertainty (which has the potential to both reduce
demand for rough diamonds and have an inflationary
impact on our cost base)and (iii) operational
performance, including in relation to product mix.
Impact
• A strain on our liquidity may affect our ability to meet
our financial obligations when they fall due
• Continued cost and capex optimisation
• Updated business plan, with a lower cost profile resulting in a saving of
c.US$18-20 million in cost reductions against prior guidance and a further
optimised capital profile
• Revised life-of-mines for Cullinan Mine and Finsch have smoothed capex
peaking at c. US$100-110 million per annum
• Debt optimisation opportunities pursued, with 2L Notes reduced in FY 2025
through open market purchases totalling US$24 million
• The Company has agreed in principle a long-term solution for the refinancing
of the Group, subject to shareholder approval (see Refinancing risk below),
which includes fresh equity of US$25 million, and a mechanism to pay for 2L
Notes interest through shares instead of cash, if the Company has liquidity
constraints
• Sale of Koffiefontein during Q2 FY2025 which avoids closure-related costs of
c. US$23 million and disposal of Williamson during Q4 FY 2025 for deferred
consideration of US$16 million
Change in risk profile
duringthe year
Category
Strategic risk, short-medium- term
Risk owners
• Chief Financial Officer
5. Licence to operate – regulatory and social impact and community relations
Maintaining our social licence to operate involves, in
particular: (i) managing the social impact of mining
activities, (ii) complying with applicable legislation, and
(iii) implementing and sustaining Local Economic
Development Projects. Our social licence to operate is
affected by, amongst other items:
• integration and alignment of Integrated Development
Plans with DMRE requirements and SLPs in South
Africa to ensure community projects are fit for purpose
• community factionalism, personal agendas and
political influence which may delay implementation of
community projects
• lack of business skills and know-how in communities,
resulting in failed projects
• impact on communities of major hazards (eg shaft or
TSF failure)
Impact
• Failure to successfully implement SLP projects, deal
effectively with community grievances and/or provide
employment and business opportunities for local
communities may have significant social impacts for
surrounding communities which could in turn affect
Petra’s operations and its ability to meets its
regulatory obligations
• Ringfencing of opportunities for SMMEs to achieve enterprise and supplier
development targets at our South African operations, strengthening our
relationships with communities and business forums
• Ongoing monitoring of SLP projects’ implementation structured stakeholder
engagement programmes involving regular engagement with local
municipalities, host communities and
• the DMPR
• Inclusion and active participation of local business forums and communities
inprocurement opportunities
Change in risk profile
duringthe year
Category
Strategic risk, long-term
Risk owners
• Group HR and Sustainability Executive
• General Managers (Cullinan Mine and Finsch)
Higher
Lower
No change
External risk
Strategic risk
Operational risk
58
Petra Diamonds Limited Annual Report and Financial Statements 2025

Risk Description Mitigation
6. Mining and production including ROM grade
Mining diamonds from kimberlite deposits involves
various risks, including geological, geotechnical,
industrial and mechanical accidents, unscheduled plant
breakdowns, technical failures, ground or water
conditions, access to energy and inclement or hazardous
weather conditions. Current mining blocks at the Finsch
and Cullinan Mine are reaching their end of life, resulting
in lower levels of ROM grade and higher product mix
variability. ROM grade and product mix may be further
impacted by the mix of ore produced from the current
mining areas, the level of dilution experienced from
waste rock ingress and the inclusion of production from
surface resources.
Impact
• Failure to deliver on production plan could have a
material negative impact on cashflow and in turn on
our ability to meet its financial obligations when they
fall due
• Timely execution of our capital projects to open new mining blocks both at
Cullinan Mine and Finsch
• Both the product mix and grade at Cullinan Mine is expected to improve as
tonnage from the new CC1E sub-level cave ramps up and extensions to the
C-Cut progress
• Similarly, both the product mix and grade at Finsch is expected to continue
improving as greater percentage of ore is mined from 81L and the 3L -SLC
project
• Both Cullinan Mine’s and Finsch’s orebodies are well understood, with detailed
geological and geotechnical modelling and sampling underpinning the
updated business plans
Change in risk profile
duringthe year
Category
Operational risk, long-term
Risk owners
• General Manager (Cullinan Mine and Finsch)
7. Labour relations
Production is dependent on a stable and productive
labour workforce, with labour relations in the mining
sector in South Africa being historically volatile.
Impact
• Potential instability at the operations, leading to strike
action and consequent production disruptions which
in turn impact Petra’s liquidity position
• Petra maintains regular open and effective communication channels with its
employees and trade union representatives at its operations
• In June and July 2024, five-year wage agreements were concluded with the
NUM and UASA covering the South African operations for the period July
2024 to June 2029 in respect of employees in the A to C Paterson bands
Change in risk profile
duringthe year
Category
Operational risk, short-medium- term
Risk owners
• General Managers (Cullinan Mine and Finsch)
• Group HR and Sustainability Executive
8. Safety
The operation of large mining and processing facilities
carries a potential risk to the health and safety of the
workforce, visitors and the community.
Impact
• Potential fatalities and injuries for our workforce,
visitors and the community, impacting Petra’s licence
to operate
• The risk of fines or other sanctions by regulators
• Potential production stoppages impacting Petra’s
liquidity position
• Reputational damage
• Prioritisation of health and safety by management, with a clear set of KPIs that
are regularly tracked
• Well-established and comprehensive safety policies and procedures
• Regular updates to policies and procedures following ongoing risk assessment
and safety investigations
• Ongoing hazard identification programme
• Regular training and updates on safety protocols/requirements for the
workforce
• Regular self-assessments on compliance with safety laws, regulations, policies
and procedures and remedial actions where areas of potential non-
compliance are noted
• Oversight, monitoring and reporting of safety compliance and regular
engagement with external service providers to conduct independent and
objective reviews and inspections
• Monitoring of workforce health (physical and mental) and access to wellbeing
and education programmes
Change in risk profile
duringthe year
Category
Operational risk, short-medium- term
Risk owners
• General Managers (Cullinan Mine and Finsch)
Higher
Lower
No change
External risk
Strategic risk
Operational risk
59
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
Risk Description Mitigation
9. Environment
Mining and processing operations can have a significant
impact on the environment and local communities, if not
managed appropriately. Some examples of
environmental risks include:
• Tailings Storage Facility failure, resulting in an outflow
of fine residue deposits which could severely impact
communities and the environment
• Loss in ecosystem and ecological functions (eg water
purification, prevention of soil erosion) through
mismanagement of biodiversity commitments
• Non-compliance with material environmental
legislation
Impact
• Environmental damage impacting the local community
and Petra’s licence to operate
• The risk of fines or other sanctions by the regulator
• Potential production stoppages impacting Petra’s
liquidity position
• Reputational damage
• Prioritisation of environmental compliance by management, with a clear set of
KPIs that are regularly tracked
• Well-established and comprehensive safety policies and procedures
• Regular updates to policies and procedures following ongoing risk assessment
and safety investigations
• Compliance with conditions attached to water use licences and other
environmental authorisations
• Performance reviews, legal inspections and audits conducted on an ongoing
basis, including conducting concurrent rehabilitation processes
• Annual waste audits conducted at the Cullinan Mine and Finsch
• Environmental Management Programmes in place for all operations contain
management options for mining waste disposal
• Tailings deposition plans underway for each mine
Change in risk profile
duringthe year
Category
Operational risk, Short-medium- term
Risk owners
• General Managers (Cullinan Mine and Finsch)
• Group HR and Sustainability Executive
10. Climate change
We are exposed to physical, transitional and potential
liability risks which arise as a result of the long-term shift
in global and regional climate patterns. Specific risks
associated with this include:
• Adverse weather changes such as intense storms
(egrainfall, lightning) which may result in flooding of our
mining shafts and overflowing of tailings storage facilities.
These events increase oursafety risks and the risk of
severe socio-economic impacts on our communities,
including the sustainability of Petra’s business
• Medium- to long-term costs in mitigating the likelihood
and severity of physical climate changerisks
• Escalating insurance costs and limitations on cover
increases the Group’s liability risk in the event of
adverse climate change events
• Escalating carbon tax
Impact
• Our ability to implement our strategy, our licence
tooperate and our reputation
• Reduces access to capital and our ability to attract
andretain talent
• Potential safety and environmental-related incidents
impacting employees and local communities
• Operations impacted by adverse climate change
events which in turn impacts production and liquidity
• Undertaking scenario analyses to refine relevant climate-related risks across
different scenarios
• Developing a Climate Change Mitigation and Adaptation Strategy, aligned to
the TCFD recommendations and our Sustainability Framework
• Our GHG Roadmap to guide us towards our target of reducing Scope 1 & 2
emissions by 35-40% by 2030 (against our 2019 baseline) and ournet zero
2050 target
• Appropriate insurance cover in place in the event of a catastrophic climate
change incident
• Continuous monitoring against annual targets set for on-mine water and
electricity consumption and efficiency
Change in risk profile
duringthe year
Category
Operational risk, short-long- term
Risk owners
• General Managers(Cullinan Mine and Finsch)
• Group HR and Sustainability Executive
Higher
Lower
No change
External risk
Strategic risk
Operational risk
60
Petra Diamonds Limited Annual Report and Financial Statements 2025

Risk Description Mitigation
11. Capital projects
Major life extension capital projects at the Cullinan Mine
and Finsch were replanned during FY 2024 and
approved by the Board as part of the updated life-of-
mine plans. These projects are to be executed
concurrently and in the same parts of the orebody with
ongoing production, consequently requiring continuous
interfacing between operations and project teams.
These replanned projects with a smoothed capital
profile have an inherently lower risk profile compared to
the previous baseline.
Impact
• Failure to deliver on our planned capital projects could
lead to (i) cost overruns impacting Group liquidity and
(ii) future production shortfalls due to delayed execution
• The Projects Steering Committee, Exco, Investment Committee and Board
continue to monitor progress of all projects against approved budgets and
schedules
• Continuous identification, assessment and mitigation of project risks
• Further optimisation of the projects during FY 2025
Change in risk profile
duringthe year
Category
Operational risk, short-medium- term
Risk owners
• General Managers (Cullinan Mine and Finsch)
12. Supply chain
We continue to implement supply chain improvements
that were proposed by an independent expert in
FY2023. The aim of these improvements is to improve
internal service delivery and value, including through
supply chain contracts.
Impact
• Production interruptions and/or shortfalls due to
delayed procurement and missed value opportunities
through inefficient contract management
• A failure to conduct appropriate due diligence and
vetting of suppliers may lead to legal, financial and
reputational risks
• Inadequate segregation of duties between roles and
alack of adequate audit trails may contribute to
weakness in the internal control environment
• Ineffective and unclear functioning of a tender
committee for awarding contracts to suppliers may
create uncompetitive pricing and/or conflicts of interest
• Gap analysis of existing supply chain processes and
systems conducted by an independent external
expert in FY2023
• A supply chain integrated solution project has been approved and was
implemented in FY 2025, addressing key areas such as (i) supplier portal, (ii)
“source to contract” and “procure to pay” services, (iii) inventory management,
(iv) contract lifecycle management, (v) risk management, and (vi) master date
governance framework
• In order to drive further cost savings, increase efficiency and enhance
collaboration, Petra has also revisited its supply chain operating model and
transitioned to an outsourced model with a seasoned and leading service
provider in this area. This new outsourced model has commenced post
reporting period, and is expected to be fully operational before the end of
CY2025
• Demand planning to improve inventory management is being rolled out in
FY2026
Change in risk profile
duringthe year
Category
Operational risk, short-medium- term
Risk owners
• Chief Financial Officer
13. Refinancing
Petra’s ability to refinance the full outstanding 2L Notes
due in March 2026 and the drawn down Revolving Credit
Facility (Senior Secured Bank Debt) was introduced as a
principal risk during FY 2025 due to the proximity of the
maturity dates. Post-Period end, Petra has entered into
binding arrangements with its lenders and shareholders
to effect the Refinancing announced in August 2025.
Impact
• If the Group is unable to complete the announced
Refinancing, it may not be in a position to settle the
debt maturing in January 2026 (Senior Secured Bank
Debt) and March 2026 (2L Notes),
• The Company has agreed in principle a long-term solution for the refinancing
of the Group, subject to shareholder approval, comprising:
– an extension to the maturity date of the Senior Secured Bank Debt to
December 2029 and certain other changes to the terms of the Senior
Secured Bank Debt
– an extension to the maturity date of the Notes to March 2030 alongside
concurrent amendments to the Notes; and
– a US$25 million rights issue
• Ability to settle 2L debt coupon payment in equity instead of cash, if liquidity
remains a constraint
• The execution of Refinancing arrangements is progressing and is anticipated
to be completed during Q4 CY 2025.
Change in risk profile
duringthe year
Category
Operational risk, short-medium term
Risk owners
• Chief Financial Officer
• Joint Interim CEOs
Higher
Lower
No change
External risk
Strategic risk
Operational risk
61
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
Viability statement
The UK Corporate Governance Code requires the Directors
ofPetra Diamonds Limited (Petra or the Group) to assess the
Group’s ongoing viability, considering its current position,
principal risks, and the potential resilience of its business model
under plausible downside scenarios. This assessment is distinct
from, and broader than, the going concern statement, in that it
extends beyond the twelve-month horizon to a longer-term view
of the Group’s ability to operate and meet its obligations as they
fall due.
The Board notes that the Group faces material refinancing
requirements in early CY 2026, with the maturity of both the
Senior Secured Bank Debt and the 2L Notes. The viability
assessment therefore explicitly assumes successful completion
of the Refinancing announced in August 2025. The Board has a
reasonable expectation that the Refinancing will be achieved,
based on:
• The agreement in principle already reached with existing
lenders and noteholders, covering extensions of both the
Senior Secured Bank Debt and the 2L Notes;
• The fully underwritten US$25 million rights issue committed
bycertain shareholders;
• The quality of Petra’s remaining assets, Cullinan Mine and
Finsch, which underpin the Refinancing through their long-life
resource bases and improving product mix; and
• Constructive engagement with stakeholders to date, which
provides confidence that the Refinancing process is on track.
The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Group, including
those that could threaten its business model, performance,
solvency or liquidity. This viability assessment is grounded in
both qualitative and quantitative analysis and supported by the
Group’s risk management and internal control framework.
Assessment period and rationale
The Board has determined that a three year period to June 2028
remains the most appropriate timeframe for this assessment.
Thisreflects:
• The Group’s business planning cycle, which is reviewed and
updated annually, and which forms the foundation of the forecasts
used in this viability assessment.
• The period over which principal risks, individually or in
combination, could reasonably be expected to materialise
andimpact the Group’s financial resilience.
• The maturity profile of the Group’s capital structure, particularly
the refinancing of the Senior Secured Bank Debt and the
2LNotes maturing in early CY 2026.
• The timing of capital expenditure under life-of-mine plans at
Finsch and Cullinan Mine, as well as development of higher-
grade production areas, which falls within the three year
period under review.
Although certain mine plans extend well beyond this horizon,
and the underlying resource base supports operations into the
2030s, the three year period is considered to provide the most
meaningful balance between visibility of financial forecasts and
exposure to principal and emerging risks.
Approach to the viability assessment
The viability assessment is led by the Chief Financial Officer and
Joint Interim Chief Executive Officers, with input from operations,
sales and marketing, finance, treasury, and risk management
functions. The Board is actively engaged through structured reviews
of business plans, financial forecasts, and stress-testing outputs.
The analysis includes:
• Base-case financial forecasts aligned with the approved FY
2026 budget and the currently approved life extension
projects underpinning the life-of-mine plans of Cullinan Mine
and Finsch.
• Sensitivity analyses of key value drivers, including diamond
pricing, exchange rates, and production volumes.
• Reverse stress testing to identify the level of deterioration
inprices, production or refinancing outcomes that could
causethe Group to not be able to meet its liabilities, and
anassessment of whether such conditions are plausible.
• Consideration of the effectiveness of mitigating actions
available to the Group in downside scenarios.
The Directors have also considered the outcomes of the going
concern review, independent assessments of the long-term mine
plans, and external market forecasts. The process draws directly
from the Group’s wider risk management and internal control
framework to ensure consistency and ongoing oversight.
Business environment and market outlook
The Board is mindful of the recent US tariffs imposed on Indian
diamond cutting and polishing, as India processes the majority
ofrough diamonds globally and the US accounts for c. 40–45%
of global consumer demand for natural diamonds. However,
Petra’s direct exposure is more limited. The Group sells rough
diamonds through competitive tenders in South Africa and
Belgium, with the majority of buyers being Indian mid-stream and
trading houses. While those goods are often ultimately cut and
polished in India for resale to US customers, Petra’s sales and
cash realisations occur at the point of tender. Consequently, any
tariffs imposed on imports into the US would impact the
downstream and retail segments more directly than Petra. The
Board therefore recognises this as an industry-wide headwind
that could indirectly affect the pricing achieved at Petra’s tenders
and, by extension, influence revenue and liquidity outcomes.
However, because Petra realises value at the point of tender and
does not participate in the downstream cutting, polishing or retail
stages, the Board does not regard the tariffs as a direct structural
risk to Petra.
From a viability perspective, these conditions have had a direct
bearing on the Group’s revenue generation and liquidity profile.
Price volatility has been compounded by the impact of product
mix at Cullinan Mine and the broader industry’s exposure to
macroeconomic uncertainty. Although such factors have
negatively influenced results in the short term, recent tenders
have shown signs of a recovery in the Group’s product mix, with
improvement seen in Tender 7 in June 2025 and continuing into
the first two tenders of FY 2026. On a like-for-like basis, prices
realised in Tender 7 were approximately 3% higher compared to
the average of the preceding two tenders, reflecting early signs
ofstabilisation across most product categories. This improvement,
alongside the structural supply deficit created by the ongoing
reduction in producing diamond mines globally, provides a basis
for cautious confidence in the medium-term pricing outlook.
62
Petra Diamonds Limited Annual Report and Financial Statements 2025

The Board has therefore adopted conservative assumptions
formodelling purposes, assuming no real price growth. This
approach recognises the continuing short-term uncertainty but
ensures the Group’s viability assessment is stress-tested against
severe but plausible downside scenarios.
Capital structure and Refinancing
The Group’s capital structure remains a central focus for viability.
At 30 June 2025, the US$228 million 2L Notes due March 2026
represented the most significant refinancing requirement. The
Group’s South African Revolving Credit Facilities (RCFs), also
referred to as our Senior Secured Bank Debt, totalling ZAR1.75
billion (c. US$99 million), remained drawn and will roll forward
subject to the refinancing of the Notes.
During FY 2025, Petra continued to execute on debt optimisation
initiatives, including the repurchase and cancellation of US$24
million nominal value of Notes under its open market repurchase
programme. In August 2025, the Company announced an
in-principle refinancing package. This package, subject to
shareholder approval, includes an extension of the 2L Notes
toMarch 2030, an extension of the bank facilities to December
2029, and a US$25 million rights issue expected to be
concluded in Q4 CY 2025. The package also allows for flexibility
in servicing coupon payments for the Notes through a payment
in cash or equity (PICE) mechanism should liquidity constraints
arise.
The Board recognises that successful execution of this
Refinancing is fundamental to the Group’s ongoing viability.
While alternatives such as equity issuance or asset disposals
exist, they are considered less attractive and unlikely to be able
to settle both the Senior Secured Bank Debt maturing in January
2026 as well as the Notes maturing in March 2026, as per the
current agreements.
Operational performance and mine plans
FY 2025 was marked by operational challenges alongside
important strategic progress. At Cullinan Mine, production was
impacted by lower grades and variability in product mix.
However, development of the CC1E sub-level cave is advancing,
with access to higher-grade areas expected to deliver improved
performance from FY 2026 onward. Early FY 2026 tender results
already reflect an uplift in achieved pricing from better product
mix. Towards the end of FY 2025, Cullinan Mine also completed
its transition from a continuous operation to a three-shift
operation, as part of the broader internal restructuring plan that
the Company announced in January 2025.
At Finsch, the rebase to 2.2 Mtpa throughput was implemented
successfully, extending mine life into the 2030s while smoothing
capital requirements. Development of deeper mining levels, such
as the 81 Level and the 3L-SLC project, forms part of the currently
approved life of mine plan and is expected to enhance product
mix and grades.
The Group also completed the disposal of Williamson in May
2025 and the disposal of Koffiefontein earlier in the Year,
simplifying the portfolio and eliminating associated closure costs
and payables. These disposals strengthen liquidity and allow
management to focus resources on core assets.
Petra has continued to embed structural changes across the
organisation. A decentralised operating model, five-year wage
agreements with unions, and long-term renewable power
purchase agreements have improved labour stability, cost
visibility, and resilience against external shocks.
Together, these actions underpin a more sustainable production
and cost profile, which is critical to supporting cash flow
generation through volatile diamond markets.
Principal risks and uncertainties
The Group’s principal risks and uncertainties, set out in detail
onpages 54-61, have been considered over the Period. Whilst
allthe risks identified could have an impact on the Group’s
performance, the Board considers the following five risks to
bemost critical to the Group’s viability:
1. Rough Diamond Prices (External Risk, Long term)
The Group’s financial performance is closely tied to rough
diamond prices, which are influenced by global macroeconomic
conditions, consumer demand, product mix, and substitution
from lab-grown diamonds. FY 2025 saw significant price
weakness, although some recovery occurred in Tender 7.
Continued volatility could materially reduce revenue and
cashflow.
Mitigation: Cost and capex optimisation, ability to defer tender
sales, profit-sharing agreements on selected diamonds, disposal
of non-core assets, and execution of capital programmes to
unlock higher-quality ore.
2. Currency fluctuations (external risk, long-term)
With revenue denominated in USD and costs largely in ZAR,
exchange rate fluctuations directly impact results. The ZAR
averaged 18.15/US$ in FY 2025, compared to 18.70/US$ in FY 2024.
Mitigation: Hedging policy to lock in favourable exchange rates
where possible.
3. Group Liquidity (strategic risk, short-medium- term)
Adequate liquidity is required to meet financial obligations,
including the refinancing of the 2L Notes and Senior Secured
Bank Debt. Liquidity is impacted by diamond demand, global
uncertainty, and operational performance.
Mitigation: Business plan optimisation, reduced cost base,
smoothed capex, debt reduction through repurchases, planned
Rights Issue, and disposal of Koffiefontein and Williamson.
4. Mining and production, including ROM Grade
(operational risk, long-term)
Declining grades and variability from mature mining blocks at
Cullinan Mine and Finsch pose risks to production.
Mitigation: Timely execution of new block developments (CC1E
atCullinan Mine, 81L and 3L-SLC at Finsch), robust geological
modelling, and optimised mine sequencing.
63
Petra Diamonds Limited Annual Report and Financial Statements 2025
STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
5. Refinancing (strategic risk, short-medium- term)
Successful refinancing of the 2L Notes and Senior Secured Bank
Debt is critical. Execution is progressing with a package including
debt extensions and the Rights Issue.
Mitigation: Active engagement with lenders, equity raise,
optionto pay interest in equity, asset disposals if required.
In addition to the five risks identified as most critical, the Board
has also considered a number of low-probability but high-impact
events often described as “perfect storm” scenarios in the
mining sector. While these risks are not considered the most
imminent threats to the Group’s viability over the three year
assessment period, the Board acknowledges their potential
impact and monitors them within the Group’s broader risk
management framework.
Downside scenarios and stress testing
The Group has modelled a number of scenarios as well as
reasonable worst-case sensitivity (reverse stress test) to test
therobustness of its forecasts. This sensitised case reflects
acombined:
• 10% reduction in diamond prices over the projection period;
• 10% reduction in production over the projection period;
• Reduction in exchange rate assumptions of 5% over the
projection period.
The range applied to the foreign exchange rate reflects
sensitivities performed as part of the independent valuation
ofthe Group (as part of the Refinancing process), which the
Board reviewed. The Board considered these sensitivities to
beappropriate and sufficiently conservative to capture severe
but plausible currency shocks, while avoiding assumptions that
would overstate the likelihood or magnitude of downside risk.
This approach provides consistency with external benchmarks
and ensures that the viability analysis is grounded in market-
based reference points.
Without mitigation, this results in a projected liquidity shortfall in
the projection period. The analysis concluded that only extreme
scenarios beyond management’s severe but plausible
expectations would lead to failure.
Refinancing of the Senior Secured Bank Debt and the 2L Notes
maturing during Q1 CY 2026 is also critical: failure to achieve
thiswould create a liquidity shortfall irrespective of operating
performance. The viability assessment therefore explicitly
assumes successful completion of the Refinancing announced.
Mitigating actions available
To address potential downside scenarios, management
hasidentified a number of mitigating actions that can be
implemented within the three year viability assessment period
ifrequired. These include: (i) payment in cash or equity (PICE)
settlement of bond interest; (ii) monetisation of polished stones
held in partnership; (iii) liquidation of diamond inventory, when
required; and (iv) deferral or re-phasing of sustaining and
expansionary capital expenditure programmes. While these
projects are expected to deliver long-term value and underpin
the Group’s life-of-mine plans, the timing of investment can
beadjusted within the projection period to preserve liquidity.
Such deferrals would generate short-term cash savings, net
ofany impact from production shortfalls, and are therefore
considered a credible mitigation available to management.
After applying these mitigating measures, sufficient liquidity
headroom is restored throughout the projection period,
providing resilience against the downside assumptions.
TheBoard considers these actions to be within its control and
achievable within the timeframe required, thereby supporting
theGroup’s reasonable expectation that it can remain viable.
Directors’ assessment and conclusion
Having considered the Group’s base-case forecasts, the
outcomes of downside and reverse stress tests, the availability
ofmitigating actions, and the principal risks facing the business,
the Board has formed the view that:
• The successful refinancing of the Senior Secured Bank Debt
and the 2L Notes is fundamental to the Group’s viability. While
the outcome remains outside of management’s control, the
Board has a reasonable expectation that the Refinancing will
be achieved.
• The Group’s operational turnaround actions, re-based mine
plans, and labour restructuring have materially improved the
resilience of the business model and provide a credible
pathway to sustainable free cash flow generation.
• The longer-term fundamentals of the diamond market remain
sound, despite near-term volatility.
• Petra’s two remaining assets, the Cullinan Mine and Finsch,
both possess a strong operating leverage that will deliver an
improving product mix and a greater production once the life
of mine extension projects open up new mining areas at both
the mines.
Accordingly, and subject to the assumption of successful
refinancing, the Board confirms that it has a reasonable
expectation that Petra Diamonds will continue to operate and
meet its liabilities as they fall due over the three year viability
period to June 2028. The Board also confirms that the assessment
described above constitutes a robust assessment of the Group’s
principal and emerging risks and its longer-term prospects.
64
Petra Diamonds Limited Annual Report and Financial Statements 2025

Corporate Governance
Contents
66 Chair’s Introduction to Governance
68 Board of Directors
70 Executive Committee (Exco)
71 Corporate Governance Statement
81 Governance Framework
82 Report of the Audit andRisk Committee
91 Report of the Nomination Committee
94 Report of the Safety, Health
and Sustainability Committee
97 Report of the Investment Committee
99 Letter from the Remuneration Committee Chair
101 Directors’ Remuneration Report
112 Directors’ Remuneration Policy
Petra Diamonds Limited Annual Report and Financial Statements 2025
65

Dear Shareholder,
On behalf of the Board, I am pleased to present Petra’s
Corporate Governance Report for FY2025. Strong and effective
corporate governance, including effective Board oversight, are
essential to Petra’s success. During FY2025, the Board continued
to monitor the execution of the Company’s strategy and its
performance and to ensure that Petra has the appropriate
resources, leadership and controls in place to support long-term
sustainable value for our shareholders and wider stakeholders.
Board and leadership changes
Various changes in FY2025 have resulted in a smaller and more
efficient Petra Board consisting of four Directors, having been
seven Directors at the start of the Year:
• As announced in March 2024, Jacques Breytenbach stood
down as CFO and Director at the end of September 2024,
withJohan Snyman being appointed as CFO with effect from
1October 2024 but without being appointed as a Director.
• Varda Shine elected not to offer herself for re-election at
Petra’s AGM in November 2024 and retired from the Board
atthe conclusion of that meeting; and
• On 17 February 2025, and by mutual agreement, Richard Duffy
stood down as CEO of the Company with immediate effect,
with Vivek Gadodia and Juan Kemp being appointed as
JointInterim CEOs, but without being appointed as Directors.
• Post-Period Thashmi Doorasamy, Group HR and Sustainability
Executive, notified the Company that she will leave Petra at
theend of November 2025, for personal reasons. We greatly
appreciate her contributions during her time at Petra, including
key initiatives such as work on establishing the Petra Culture
Code, leading the Restorative Justice Projects in Tanzania,
concluding the 5-year collective wage agreement with
organised labour, and most recently leading the teams through
the difficult and multiple labour restructure programmes.
Following Varda’s departure, I was appointed as Chair of Petra,
as well as Chair of the Investment Committee. Bernard Pryor,
theCompany’s Senior Independent Non-Executive Director,
assumed the role of Chair of the Nomination Committee. During
Varda and Richard’s time on the Board, Petra had to navigate
significant challenges, including the COVID-19 pandemic and the
Company’s financial restructuring. More latterly, their focus was
on the Company’s response to the ongoing weakness in the
diamond market, with the delivery of updated life-of-mine plans
which significantly enhance Petra’s resilience to future market
and capital cycles asPetra prepares itself for a refinancing.
Iwould like to thank Richard and Varda and wish them every
success for the future.
Following this, there was a restructuring of the Company’s
Executive Committee (Exco); Vivek Gadodia and Juan Kemp
were appointed as Joint Interim CEOs, with MrGadodia having
responsibility for Group corporate matters and Mr Kemp with
responsibility for all Group operational matters. Changes brought
about through the re-configuration of the shift pattern at Finsch
also led to Jaison Rajan, who had previously acted as the
Operations Executive for Finsch, leaving the Company.
Robin Storey was appointed in April 2025 as General Counsel
and Company Secretary, following Rupert Rowland-Clark’s
resignation in February 2025. Mr Storey is responsible, as
GroupGeneral Counsel and Company Secretary, inter alia for
overseeing governance, compliance and ethics in the business.
Mr Storey is a solicitor with thirty years of international legal and
management experience gained at BP, as well as at listed mid
and small-cap natural resources companies and has, since 2007,
held five General Counsel and Company Secretary roles at listed
companies.
Amidst Board changes and a challenging year, Petra’s
commitment to robust governance remains strong.
José Manuel Vargas, Non-Executive Chair
CORPORATE GOVERNANCE
Chair’s Introduction to Governance
66
Petra Diamonds Limited Annual Report and Financial Statements 2025

Diversity
We believe that engaging diverse talent is a competitive
advantage and strengthens Petra’s ability to deliver long-term
success. Over the past Year, Petra has made tangible progress in
advancing diversity across the organisation with the implementation
of the Broad Based Black Socio-Economic Empowerment Charter
For The Mining And Minerals Industry (Mining Charter) of South
Africa, 2010 and 2018, respectively, as well as its social and
labour plans (Employment Equity Targets) which are aimed
atpromoting diversity and inclusion across race, gender and
disability. For more detail on this, see the report of the Safety,
Health and Sustainability Committee on pages 94-96.
In relation to the diversity of Petra’s Board, the Board continues
to be composed of a diverse mix of gender, social and ethnic
backgrounds, knowledge, personal attributes, skills and
experience. This diversity is reflective of the areas in which
wedo business and provides a mix of perspectives, which
contributes to effective Board dynamics.
The Board remains committed to improving diversity levels
throughout Petra’s workforce and supports the recommendations
of the FTSE Women Leaders Review on gender diversity and the
Parker Review on ethnic diversity. Further information on the
diversity profile of the Board and Senior Management is included
on page 94.
Culture
Despite the operational challenges which Petra has faced in
FY2025, which regrettably required significant reductions in
ourworkforce, the Board continued to monitor the Petra Culture
Code scores and feedback, further details of which can be found
on page 73. In striving to fulfil our Purpose of creating abundance
from rarity, the Board recognises the critical role that culture plays
in shaping Petra’s success and the importance of remaining
committed to these values. In FY2023, the Board oversaw the
co-creation of the Petra Culture Code and in FY2025 remained
committed in its efforts to further embedding the Petra Culture
Code across the organisation.
We firmly believe that a strong culture is key to attracting
andretaining top talent, driving performance and ultimately
creating long-term sustainable value for Petra’s stakeholders,
communities and surrounding operations.
Shareholder engagement
At the AGM in November 2024, resolution 3 (which related to the
re-appointment of BDO as the Company’s auditor), resolution 6
(which related to the re-election of Richard Duffy as a Director)
and resolution 12 (which was an advisory resolution to support
the appointment of Alex Watson as a Board Observer) were
passed but with a significant proportion of shareholders voting
against these resolutions. In accordance with our obligations
under the 2018 UK Corporate Governance Code (the Code),
Petra consulted with dissenting shareholders to understand
theirconcerns. Details of these consultations and the impact
thefeedback has had on the decisions of the Board are set
outon page 78. We thank our shareholders for their feedback
andemphasise the importance of ongoing engagement.
Code compliance
The Board remains committed to the highest standards of
corporate governance as set out in the UK Corporate Governance
Code 2018. I am pleased to confirm that save for non-compliance
with Code Provision 9 (as a result of my appointment as the Chair
of the Board), the Board considers that Petra was compliant with
the provisions of the Code during FY 2025. TheBoard is cognisant
of the changes to the Code that were published in January 2024
and is well positioned to comply with them when they become
effective (which for the Company will be from FY 2026) other
than Provision 29 which will apply from FY 2027.
Board evaluation
In Q4 FY2025, the Board undertook an internal evaluation
ofitsown performance, facilitated by the Company Secretary,
which indicated that Petra’s Board remains effective. A summary
of how the evaluation was carried out and certain areas
identified for improvement are outlined on page 75.
Should any stakeholder like to speak to me or Bernard Pryor, the
Senior Independent Non-Executive Director, about any aspects
of this Report orthe Company’s performance, please do not
hesitate to contact us through Investor Relations in London
(seepage 166 for contact details).
José Manuel Vargas
Non-Executive Chair
16October 2025
67
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

CORPORATE GOVERNANCE / CONTINUED
José Manuel Vargas
I
Non-Independent Non-Executive
Chair
Appointment date: January 2024 and as Chair
inNovember 2024
Nationality: Spanish
Qualifications: Licenciatura (Economics and
Business) (University of Madrid) Licenciatura (Law)
(Universidad Nacional de Educación a Distancia),
Licenced Attorney (Madrid Bar Association) and
Chartered Accountant.
Skills and experience: José Manuel has extensive
executive and board experience across various
sectors. From 2020 until January 2024, he was
Chair and CEO of MAXAM Corp Holding S.L.,
aleading explosives manufacturer. He was
previously Chair and CEO of Aena SME S.A.,
where he led its restructuring, partial privatisation
and IPO in 2015. Before Aena, he held senior
management positions at Vocento S.A., including
CFO and later CEO. He also served as CFO and
General Secretary of JOTSA and has been on
theboards of several other companies.
External appointments: José Manuel is Chair
ofMAXAM, on the board of Fluidra S.A. and
ASKChemicals, and is a Managing Director
ofRhône Capital.
Interest in the Company as at 30 June 2025:
22,458,525 shares (30 June 2024: 17,000,000)
Deborah Gudgeon
A I N R
Independent Non-Executive
Director
Appointment date: July 2021
Nationality: British
Qualifications: BSc (Econ) (London School of
Economics and Political Science) and CA (ICAEW).
Skills and experience: Deborah, a Chartered
Accountant with over three decades’ experience
across corporate finance, restructuring and
debtmanagement, qualified at PwC (Coopers &
Lybrand) before spending eight years as Finance
Executive with the Africa-focused miner, Lonrho
plc. Since then, Deborah has held positions with
Deloitte, BDO and Gazelle Corporate Finance.
Deborah has extensive boardroom experience,
having been appointed as an iNED and Audit
Committee Chair at Acacia Mining, Highland
Gold,EVRAZ and latterly at Ithaca Energy and
Serabi Gold.
External appointments: Deborah is an iNED
(andChair of the Audit and Risk Committees)
ofIthaca Energy plc, Serabi Gold plc. She is
alsoan iNED atValterra Platinum.
Interest in the Company as at 30 June 2025:
Nil (30 June 2024: Nil).
Board of Directors
Bernard Pryor
A I N R S
Senior Independent
Non-Executive Director
Appointment date: January 2019
Nationality: British and Australian
Qualifications: Metallurgical Engineer (Royal School
of Mines, Imperial College) and Chartered Engineer
(Institute of Mines and Metallurgy).
Skills and experience: Bernard has over 35 years’
experience in the mining industry, with a diverse
skill-set, including project acquisition, development,
construction and M&A. As CEO of several mining
companies, including Alufer Mining, MC Mining,
African Minerals Limited and Q Resources plc,
hehas managed large-scale, operating assets.
Earlier in his career, Bernard held senior positions
within Anglo American and was COO at Adastra
Minerals Inc.
External appointments: Bernard is the Managing
Director of Karo Mining Holdings, which has a
concession for a platinum development in
Zimbabwe.
Interest in the Company as at 30 June 2025:
13,000 shares (30 June 2024: 13,000).
1. This split of Board time is an estimate only and is calculated using the Board
meetingagendas and rough time split allocated to each item in advance.
%
15
20
35
20
10
BOARD TIME IN FY 2024
1
MINING INDUSTRY
AFRICA
CAPITAL MARKETS
DIAMOND MARKETING
ACCOUNTING AND FINANCE
EXECUTIVE MANAGEMENT
SUSTAINABILITY
(Including Health and Safety)
6/7 7/7
3/7
6/7 6/7
5/7
3/7
BOARD EXPERIENCE (AS AT THE DATE OF THIS REPORT)
BOARD TIME IN FY2025
1
BOARD EXPERIENCE (AS AT THE DATE OF THIS REPORT)
SHS
Strategy, risk and
investmentdecisions
Corporate and finance
Operations and projects
Governance, social,
ethicsanddiversity
68
Petra Diamonds Limited Annual Report and Financial Statements 2025

Lerato Molebatsi
A I N R S
Independent Non-Executive
Director and designated Workforce
Engagement iNED
Appointment date: April 2023
Nationality: South African
Qualifications: BA (Psychology) (University of
Johannesburg), Senior Executive Leadership
Programme for Africa (Harvard University), Diploma
in Senior Management Development (University of
Stellenbosch Business School) and Diploma in
Rural Development Programme (University of the
Witwatersrand).
Skills and experience: Lerato has broad executive
and non-executive expertise in South Africa, and is
experienced on ESG, corporate social investments
and black economic empowerment. She served as
CEO of General Electric South Africa (2016-2019),
prior to which she was Executive VP for
Communications and Public Affairs at Lonmin.
Lerato has also held senior roles at Old Mutual
andSanlam. In the public sector, Lerato was the
Deputy Director-General (Corporate Services)
atthe Department of Labour and also a Special
Adviser to the South African Minister of Transport.
External appointments: Lerato is the lead iNED
ofthe South African Reserve Bank and is an iNED
of Spur Corporation, the JSE-listed restaurant
franchiser, where she also chairs the Social,
Ethicsand Environmental Sustainability
Committee. Lerato is also a member of the
Remuneration Committee of South Africa’s
Financial Sector Conduct Authority.
Interest in the Company as at 30 June 2025:
Nil (30 June 2024: Nil)
Board and Committee changes
inFY2025
1. On 30 September 2024, Jacques Breytenbach
resigned as Chief Financial Officer. Johan
Snyman, the Group Financial Controller was
appointed to succeed Mr Breytenbach with
effect from 1 October 2024, but was not
appointed as a Director.
2. Varda Shine notified the Company that she
would not offer herself for re-election at the
2024 AGM, and retired from the Board at the
conclusion of that meeting on 13 November
2024.
3. José Manuel Vargas was appointed Chair
ofthe Board and Chair of the Investment
Committee following Ms Shine’s retirement
from the Board. In accordance with Code
Provision 9 of the UK Corporate Governance
Code, Mr Vargas was assessed not to be
independent upon his appointment as Chair..
4. Bernard Pryor was appointed as Chair of the
Nomination Committee with effect from the
conclusion of the Company’s AGM on 13
November 2024.
5. On 17 February 2025, Richard Duffy resigned
as Chief Executive Officer and Director of
theCompany with immediate effect. Vivek
Gadodia and Juan Kemp were appointed as
Joint Interim Chief Executive Officers, with
MrGadodia having responsibility for Group
corporate matters, and Mr Kemp for operational
matters but were not appointed as Directors.
Committee key
A
Audit and Risk Committee
I
Investment Committee
N
Nomination Committee
R
Remuneration Committee
S
Safety, Health and Sustainability
Committee
Chair
Board Observers
Alex Watson
• Nominated by: Franklin Templeton which
has a 5.04% shareholding in the Company
• Appointment date: February 2024
• Nationality: South African
• Qualifications: BCom (Hons) (University
ofCape Town), CA (SA) and Emeritus
Professor of Accounting (the University
ofCape Town).
• Skills and experience: Alex is a chartered
accountant with expertise across
corporate governance, financial and
other forms of corporate reporting,
investment, broad business and financial
experience. With almost three decades’
experience in corporate governance, she
has held positions on listed boards for
nearly 20 years. With a distinguished
career in corporate reporting, Alex is
currently an adjudicator of EY’s
Excellence in Integrated Reporting
Awards and is the Chair of the South
African Financial Reporting Investigations
Panel. Alex was previously the Vice-Chair
of the Global Reporting Initiative as well
as of the Accounting Practices Committee,
the technical accounting committee of
the South African Institute of Chartered
Accountants.
• External appointments: Alex is the
ChairofAdvetch Limited. Alex is also a
Non-Executive Director of the South
African chapter of the World Wildlife
Fund.
Amre Youness
• Nominated by: The Terris Fund Ltd,
SAC,theCompany’s largest shareholder,
witha 29.37% shareholding
• Appointment Date: May 2024
• Amre is the principal owner of the
The Terris Fund Ltd, SAC.
69
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

CORPORATE GOVERNANCE / CONTINUED
Juan Kemp
Joint Interim Chief Executive
Officer (Operations)
Qualifications: BSc Metallurgical Engineering
(Potchefstroom University); and MA (Business
Administration) (North West University Business
School).
Experience: Juan joined Petra after the purchase of
the Cullinan Mine from De Beers and was appointed
Surface Manager and Group Metallurgical Manager
for all seven of Petra’s treatment plants. He was
subsequently promoted to General Manager of
theCullinan Mine in 2011, and in July 2019 was
appointed as Project Executive, becoming Chief
Technical Officer later that year. In 2024, Juan was
appointed as Operations Executive for Cullinan
Diamond Mine. He has nearly 30 years’ experience,
with a deep knowledge of the Cullinan Mine (where
he acted as Metallurgical Manager for several years)
and was an integral member of the team that
re-engineered De Beers’ South African business
model. Before his time at De Beers, Juan worked at
the East Rand Gold and Uranium Division of Anglo
American as a Mineral Processing Engineer.
Johan Snyman
Chief Financial Officer
Qualifications: BCom (Hons) (University of
Pretoria), MBA (University of Cape Town),
Chartered Accountant (SA and ICAEW) and
Certified Internal Auditor.
Experience: Johan has more than 20 years’
experience in global mining and metals, latterly
asVice President for Group Financial Reporting
atAngloGold Ashanti. At AngloGold, Johan led
keyfinance functions, including group reporting,
finance systems, and shared services and played
an instrumental role in the strategic re-domiciliation
of AngloGold to the United Kingdom. Johan joined
Petra in January 2024 as Group Financial Controller,
and became Chief Financial Officer from October
2024.
Vivek Gadodia
Joint Interim Chief Executive
Officer (Corporate)
Qualifications: BSc Eng (Hons) in Chemical
Engineering (University of KwaZulu-Natal).
Experience: Vivek has over 18 years of experience
in the extractives industry. Before joining Petra,
Vivek spent nearly 15 years with Sasol in a wide
range of engineering, project management and
corporate positions. In 2016, Vivek pivoted to the
Corporate Strategy function and was appointed
asSasol’s Head of Strategy for Sustainability,
responsible for the formulation of the Sasol 2.0
framework. After joining Petra in 2021, Vivek was
appointed to head up the Planning and Corporate
Development function, which included corporate
strategy formulation, business development,
business planning and corporate finance. His most
recent role before becoming Joint Interim CEO
was that of Chief Restructuring Officer, responsible
for driving the internal restructuring of the
Company.
Thashmi Doorasamy
Group HR and Public
Affairs Executive
Qualifications: BAdmin (Hons) (Public Finance)
(University of Durban Westville).
Experience: Thashmi joined Petra in February 2020
as HR and Public Affairs Executive after spending
18years at the Massmart Group, a leading South
African retailer where her main role was as HR
Director for Massbuild, their building division,
from2003 to 2013. Thashmi oversaw the integration
of the newly acquired building supply company,
Builders Warehouse, into the Massmart group.
Themerger expanded successfully into the wider
South African and African market, leading to Thashmi’s
promotion in 2013 to Group Compliance Officer.
Later that year, Massmart was purchased by the
US-based Walmart Group, with Thashmi leading the
leading the integration of Massmart’s Compliance
agenda across the South African businesses into
the Walmart Group. In 2015, she joined the Taste
Group, overseeing the People Roll-Out plan for
Starbucks, which followed their acquisition of the
Starbucks licence for Southern Africa.
Greg Stephenson
Sales and Marketing Executive
Experience: Greg has more than three decades’
experience in the buying and selling of diamonds
and has led the Sales team at Petra Diamonds
since 2008. In this role, Greg oversees the
preparation, valuation and marketing of Petra’s
rough diamonds, managing the full sales process
for the Group’s production. Before joining Petra,
Greg owned and managed GDR Diamonds,
Johannesburg, for ten years where he purchased
rough diamonds throughout southern Africa,
provided independent valuations in Angola and
acted as head valuator for a large Belgian company
in Moscow. Greg started his career in the London
office of De Beers as a trainee diamond buyer.
Hiscareer with De Beers included eight years in
the Overseas Purchasing Division where he went
on multiple tours and secondments, including to
Kinshasa, Brazzaville, Mbuji-Mayi, Kahemba,
Luanda, Johannesburg and Antwerp.
Robin Storey
General Counsel and
Company Secretary
Qualifications: LLB Law (King’s College London)
and Solicitor (England and Wales).
Experience: Robin assumed the role of General
Counsel and Company Secretary in April 2025.
Heleads Petra’s Legal, Company Secretary, Risk,
Assurance and Compliance functions and reports
into the Chief Executive Officers and Chair. He has
30 years’ legal and management expertise in the
oil and gas sector, at BP and at a number of listed
mid and small-cap natural resources companies.
Since 2007, he has held five General Counsel
andCompany Secretary roles at Stratic Energy
Corporation, Aurelian Oil & Gas PLC, Equus
Petroleum Plc, Sequa Petroleum N.V. and IOG plc.
Robin qualified as a Solicitor at McKenna & Co
(CMS) in London.
Executive Committee (Exco)
70
Petra Diamonds Limited Annual Report and Financial Statements 2025

CORPORATE GOVERNANCE REPORT
UK Corporate Governance
Code compliance
Petra recognises the importance of maintaining high standards of corporate governance.
TheCompany looks to not only comply with all applicable governance regulations in the
jurisdictionsin which it operates but also to meet best practice wherever possible.
Petra is not subject to a code of corporate governance in its country of incorporation, Bermuda. However, as a company which
islisted on the Main Market of the London Stock Exchange (LSE), Petra applies the Code and is required to explain in this statement
any areas of non-compliance with the Code.
Save for non compliance with provision 9 below, and as at the date of this Report for the financial year under review, the Board
considers that Petra has complied with the provisions of the Code. A copy of the Code can be obtained from the Financial Reporting
Council’s website (www.frc.org.uk). This Report, together with the other reports in the Corporate Governance section, explains how
the principles of the Code have been applied by the Company.
Code Section 1: Board leadership and
Company purpose
Details on how the Board promotes the long-term success of the Company are provided
inthe Strategic Report on pages 1-66. The Company’s purpose and values are set out
onpage 2. Petra’s strategy is outlined on pages 38 and 39. Our Section 172 statement
issetout on pages 45 and 46.
Code Section 2: Division of responsibilities Details of the Board and Exco, as well as Petra’s governance structure and Board activities
for FY2025, are described on pages 68-81.
Code Section 3: Composition,
successionandevaluation
The findings of the internally facilitated FY2025 Board Evaluation are set out on page 75.
The report of the Nomination Committee is on pages 91-96.
Code Section 4: Audit, risk and
internal control
The report of the Audit and Risk Committee is on pages 82-90. A description of Petra’s risk
management and principal risks is set out on pages 54-61.
Code Section 5: Remuneration Petra’s Directors’ Remuneration Report for FY2025 is set out on pages 98-118.
Code Provision 9
Code Provision 9 requires that the Chair be independent upon their appointment against the criteria set out in Code Provision 10.
Thecriteria for assessing independence include whether the individual in question has a material business relationship with the
Company or represents a significant shareholder. In light of his shareholding in the Company, Mr Vargas was assessed not to be
independent upon his appointment as a Director in January 2024, and continued not to be independent upon his appointment as
Chair of the Company in November 2024.
In appointing a non-independent Chair, the Board carefully considered the Company’s strategic needs and governance framework.
Itwas determined that the Mr Vargas’ knowledge of Petra’s business and background would provide continuity and stability and
despite not being independent, Petra’s high standards of governance (and robust safeguards, including the expertise of the Senior
Independent Director and Board Committees) would ensure balanced decision-making and effective Board functioning. The Board
isconfident this appointment will serve the best interests of all Petra’s stakeholders and the Company’s long term objectives.
Matters reserved for the Board
• Purpose and strategy
• Financial Statements and reporting (supported by the
Auditand Risk Committee) and operating updates
• Financing strategy, including material borrowings
• Budgets, mine plan extension projects, capital expenditure
and business plans (supported by the Investment Committee)
• Material acquisitions and divestments
• Material contracts
• Corporate governance, ethics and culture, including significant
Group policies
• Risk management and internal controls, including consideration
of the Viability Statement (supported by the Audit and Risk,
Remuneration and Safety, Health and Sustainability Committees)
• Oversight of health, safety, employee, social and environmental
matters (supported by the Safety, Health and Sustainability
Committee)
• Appointments and succession plans (supported by the
Nomination Committee)
• Executive Director remuneration (supported by the
Remuneration Committee)
71
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

The role of the Board
The Board is responsible for the long-term success of the Company. Petra’s Board should have the necessary combination of skills,
experience and knowledge, as well as independence (with regard to the iNEDs), to properly discharge its responsibilities and duties.
In order to fulfil its role, the Board:
• Sets the Company’s strategic aims, ensures that the necessary resources are in place for the Company to meet its objectives,
andreviews management performance in achieving such objectives
• Provides leadership of the Company within a framework of effective systems and controls which enable risks to be assessed
andmanaged
• Develops the collective vision of the Company’s purpose, culture, values and the behaviour it wishes to promote in conducting
business and ensures that its obligations to its shareholders and other stakeholders are understood and met
• Carries out all duties with due regard for the sustainability and long-term success of the Company
The role of the Non-Executive Chair
José Manuel Vargas
The role of the Joint Interim Chief Executive Officers
1
Vivek Gadodia and Juan Kemp
• Leads the Board and is primarily responsible for the effective
working of the Board
• In consultation with the Board, ensures good corporate
governance and sets clear expectations with regards to
Company culture, values and behaviour
• Sets the Board’s agenda and ensures that all Directors are
encouraged to participate fully in the activities and decision-
making process of the Board
• Is the ultimate custodian of shareholders’ interests
• Engages with shareholders and other governance-related
stakeholders, as required
• Meets with the Senior Independent Non-Executive Director
and with the iNEDs without the Executive Directors present,
inorder to encourage open discussions and to assess the
Executive Directors’ performance
• Identifies induction and development needs of the Board
andits Committees
• Chairs the Nomination Committee, thereby playing an
important part in assessing and advising on the appropriate
composition of the Board and its skill-set
• Chairs the Investment Committee, which makes
recommendations to the Board on the Group’s most significant
capital expenditure, investment proposals and disposals
• Primarily responsible for implementing Petra’s strategy
established by the Board and for the operational management
of the business
• Lead and provide strategic direction to the Company’s
management team
• Run the Company on a day-to-day basis
• Implement the decisions of the Board and its Committees,
withthe support of Exco
• Monitor, review and manage key risks
• Ensure that the assets of the Group are adequately
safeguarded and maintained
• Are the Company’s primary spokespersons, communicating
with external audiences, such as investors, analysts and the
media
• Lead by example in establishing a performance-orientated,
inclusive and socially responsible Company culture
• Chair the Exco and actively report to the Safety, Health and
Sustainability Committee, thereby having direct involvement
inthe strategic management of Petra’s health, safety and
sustainability issues, including labour relations
1 The role of the Chief Executive Officer is currently carried out by Vivek Gadodia
and Juan Kemp, who have been serving as Joint Interim CEOs since February
2025, but are not members of the Board.
The role of the Senior Independent Non-Executive Director
Bernard Pryor
The role of the iNEDs
Bernard Pryor, Deborah Gudgeon and Lerato Molebatsi
• Provides a sounding board for the Chair and serves as an
intermediary for the other Directors as necessary
• Is available to shareholders if they have concerns which
contact through the normal channels has failed to resolve,
orfor which such contact is inappropriate
• Leads the iNEDs in undertaking the evaluation of the Chair’s
performance
• Is a member of Petra’s Audit and Risk, Remuneration,
Nomination, Safety, Health and Sustainability and Investment
Committees, thereby having oversight of the Group’s material
risks, issues and opportunities, and bringing his skill-set and
independent judgement to the benefit of these Committees
• Challenge the opinions of the Executive Directors, provide
fresh insights in terms of strategic direction and bring their
diverse experience and expertise to the benefit of the
leadership of the Group
• Assess the performance of the Chair
• Scrutinise the performance of the Executive Directors in terms
of meeting agreed goals and objectives
• Ensure that the governance, financial information, controls
andsystems of risk management within the Group are robust
and appropriate
• Determine the appropriate levels of remuneration of the
Executive Directors
• Provide a breadth of skills and experience to Board
Committees and, in the case of the iNEDs, independence
CORPORATE GOVERNANCE REPORT / CONTINUED
72
Petra Diamonds Limited Annual Report and Financial Statements 2025

How our Board operates
Board and Committee meetings
The full Board normally meets formally in person at least four times a year for Board meetings, but, as can be seen from the table
below, meets in person or virtually, at other times as necessary in order to discuss, amongst other things, operational matters and
ongoing performance against the Group’s development and production plans, including internal budgets and external guidance to
the market. There is frequent communication between Board members outside of the set meeting dates, in order to stay abreast of
business developments.
The formal Board and Committee meeting dates are scheduled to address key events in the corporate calendar and are allocated
sufficient days to allow for considerable interaction by the members, both inside and outside of the formal meetings. Rolling agendas
have been developed for the Board and for the Audit and Risk and Remuneration Committees to ensure the necessary standing
items are covered during the course of the Year, and sufficient time is allocated to strategic discussions, with extra time factored in for
ad hoc and additional items. Agendas are agreed with the Chair of the Board and the Chairs of the Committees and timeframes set in
advance for the various meetings, thereby ensuring that the full agenda can be covered in the time allotted. Site visits, dinners and
other social engagements are also attended by Board members outside of the meeting times to allow for better understanding and
more informal discussion of issues; this assists in clarification and engagement, meaning that consensus during the meeting is more
easily attained.
Papers for the meetings are prepared by management following input on the agendas formulated by the Company Secretary and
therespective Chairs, and made available electronically prior to the meeting via a secure online Board portal, thereby allowing the
Directors adequate time to consider the variety of issues to be presented and discussed. In the meetings, issues for follow-up are
identified, ensuring that matters raised by the Directors are actioned and reported back in a timely manner.
In addition to formal Board and Committee meetings, the Chair holds frequent meetings with NEDs during the Year, enabling free
discussions without the Executive Directors present.
Board
(13 held)
Audit and Risk
Committee
(7 held)
Remuneration
Committee
(6 held)
Nomination
Committee
(1 held)
SHS
Committee
(4 held)
Investment
Committee
(1 held)
Annual General
Meeting
(1 held)
Varda Shine
1
4/4 n/a n/a 1/1 1/2
2
1/1 1/1
José Manuel Vargas 13/13 n/a n/a n/a n/a n/a 1/1
Richard Duffy
3
9/10
4
n/a n/a n/a 3/3 1/1 1/1
Jacques Breytenbach
5
2/2 2/2 n/a n/a n/a 1/1 n/a
Bernard Pryor 13/13 7/7 6/6 1/1 4/4 1/1 1/1
Deborah Gudgeon 13/13 7/7 6/6 1/1 n/a 1/1 1/1
Lerato Molebatsi 13/13 7/7 6/6 1/1 4/4 1/1 1/1
1 Varda Shine retired from the Board with effect from the conclusion of the Company’s AGM on 13 November 2024.
2 Unavailable due to prior appointment.
3 Richard Duffy retired from the Board in February 2025.
4 Unavailable due to prior appointment.
5 Jacques Breytenbach retired from the Board at the end of September 2024.
Site visits
The full Board’s annual site visit in FY2025 was cancelled as part of the Company’s cost savings initiatives. The Board recognises
theimportance of visiting Petra’s operations, as these visits provide useful context on developments and progress at the operations,
as well as allowing for interaction with and feedback from employees at a range of levels throughout the business and assisting with
the ongoing evaluation of Petra’s culture. The Board will be looking to reinstate their annual site visit when it is appropriate to do so.
Even though the Board’s annual site visit was cancelled, the Executive Directors regularly visited the operations as part of their
day-to-day business and there were several visits conducted by NEDs.
Board diversity
The Group’s Diversity and Inclusion Policy (D&I Policy) applies to the Directors and Board Committees, as well as the Group’s wider
workforce, and requires leadership at all levels across the organisation to think broadly about diversity in its different forms and
toensure that appointments and succession planning practices, inclusive of retention policies, are designed to promote diversity.
TheD&I Policy seeks to support the Group’s objective to develop a diverse pipeline for skilled succession to top management, senior
management and junior management levels and creates the framework for reporting on actions taken to promote diversity. The D&I
Policy also sets out the steps to be taken to implement the D&I Policy, including at Board and Exco level. The D&I Policy is available
on the Company’s website at www.petradiamonds.com/sustainability/policies-important-information/.
73
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Gender and ethnic diversity on the Board and executive management (Exco)
As at 30 June 2025, 50% of the Board were women and one of the Directors was from an ethnic minority background, so the Board
satisfied the UK Listing Rule 6.6.6(9) targets of having at least 40% female representation and at least one individual on the Board
from an ethnic minority background. The Board is aware that it does not currently meet the UK Listing Rules target of having at least
one of the senior positions on the Board held by a woman. The Board will have regard to the benefits of diversity in all its forms as
and when vacancies arise.
The diversity tables for purposes of UK Listing Rule 6.6.6(10) are set out below. The process by which diversity data was collected
was to contact relevant individuals and ask them how they identified using the categorisations set out in the UK Listing Rules.
Number of
Board members
Percentage on
the Board
Number of
senior positions
on the Board
1
Number in
executive
management
2
Percentage of
executive
management
Gender
Men 2 50% 2 5 83%
Women 2 50% nil 1 17%
Not specified/prefer not to say – – – – –
Ethnic Background
White British or other White (including minority-white groups) 3 75% 2 4 66%
Mixed/multiple ethnic groups – – – – –
Asian/Asian British – – – 2 33%
Black/African/Caribbean/Black British 1 25% – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
1 Defined under the UK Listing Rules as the CEO, CFO, Senior Independent Director and Chair. As at 30 June 2025, neither the Joint Interim CEOs nor the CFO were members of the Board.
2 In line with the UK Listing Rules, “executive management” is defined as the Executive Committee (the most senior executive or managerial body below the board).
Why our Board is effective
Director commitment
The Directors’ biographies and duties can be found on pages 68 and 69. During the Year, there were no significant changes to the
iNEDs’ external commitments and they are considered to have sufficient time to fulfil their duties, as confirmed by the internally facilitated
Board evaluation, carried out in Q4 FY2025 – see page 75. The Chair is also considered to have sufficient time to fulfil his duties.
Executive Directors (if any are appointed) may, subject to Board consent, accept external appointments to act as Non-Executive
Directors of other companies. However, the Board reserves the right to review such appointments to ensure no conflicts of interest,
and that the time spent on fulfilling such obligations would not affect the respective Director’s contribution to Petra. Any fees for such
appointments would normally be retained by the Director concerned. Currently, the Executive Directors’ external appointments do
not affect their contributions to Petra. For more information, see the report of the Nomination Committee.
The Chair and NEDs are required to inform the Board of any proposed new directorships and a similar review process is undertaken to
ensure they can adequately continue to fulfil their obligations as Directors of the Company and that there are no conflicts of interest.
Assessment of Director independence
By virtue of his significant shareholding in the Company (c. 11.56% of total voting rights as at the date of this Report) José Manuel Vargas,
was not considered to be independent in accordance with the Code either at the time of his appointment or as at the date ofthis Report.
The Board considers Bernard Pryor, Deborah Gudgeon and Lerato Molebatsi to be independent in accordance with the Code.
All iNEDs are independent of any relationship listed in the provisions of the Code. None of the iNEDs received any fees from the
Company in FY2025 other than their contractual iNED fees, as set out on page 106 of the Directors’ Remuneration Report.
Conflicts of interest
Whilst conflicts should be avoided, the Board acknowledges that instances arise where this is not always possible. In such
circumstances, Directors are required to notify the Chair before the conflict arises and the details are recorded in the minutes.
If a Director notifies the Board of such an interest, they may be, if requested by the Chair, excluded from any related discussion
andwill always be excluded from any formal decision.
Process used in relation to Board membership, succession planning and appointment process
Petra’s Nomination Committee is responsible for reviewing the skills, expertise, composition and balance of the Board on an ongoing
basis as part of the Company’s succession planning. When considering new appointments, the usual process is for a brief to be
prepared and for an independent external search agency to be utilised to identify potential candidates having due regard for the
benefits of all forms of diversity on the Board.
Read more about the work of the Nomination Committee on pages 91-93.
CORPORATE GOVERNANCE REPORT / CONTINUED
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Director induction, information, training and development needs
Detailed knowledge of the specialist world of diamonds (including diamond marketing), the global mining industry, international
capital markets, applicable UK legislation/LSE regulation, Sub-Saharan Africa (particularly South Africa), ESG matters and Petra’s
unique business and operations, is crucial to the Board’s ability to effectively lead the Company.
Petra has an induction programme designed to bring new Directors up to speed as quickly as practicable, following their appointment
to the Board. Such an induction would typically involve meetings with the Board and various members of Senior Management and
aninformation pack of all necessary corporate documents, including the Company’s latest Annual Report, Sustainability Report,
theBye-Laws, Committee Terms of Reference and other key Group policies, such as the Code of Ethical Conduct, enabling them to
familiarise themselves with the Group, its procedures and current activities. A site visit to one or more of the Group’s key operations
isusually held to provide the new Director with further information on the operations, including production updates, mine plans and
extension projects and key ESG considerations.
In order to help ensure that existing Board members retain the relevant and up-to-date knowledge and skill-set to properly discharge
their duties, ongoing training and other professional development opportunities are provided by the Company and/or the Directors
attend external courses and conferences on their own professional behalf.
Training is arranged as appropriate to suit each Director’s individual needs, and covers topics such as industry developments,
governance, technical subjects related to diamond mining, communication strategies and ESG matters. Board training on specific
topics is requested by the Board members and then provided by a specialist at the Board meeting.
The Company’s Corporate Communications team acts as a conduit of regular information to the Board and Senior Management,
providing regular briefings by email on relevant topics, such as key diamond industry trends, peer group developments and socio-
economic information about Petra’s countries of operation, as well as internal Company news.
The Company Secretary also provides the Board and Senior Management with ongoing updates on legal and regulatory changes,
including in relation to corporate governance matters, and the Board has continual access to the advice and services of the Company
Secretarial function and external legal advice as required.
Evaluation of the Board’s performance
The Board’s annual evaluation for FY2025 was undertaken in Q4 FY2025 and an internal evaluation was facilitated by the Company
Secretary. The evaluation consisted of each Director completing a focused questionnaire, with the questions being informed by the
findings of the internally facilitated Board evaluation undertaken in Q4 FY2024. The Company Secretary used the responses to the
questionnaire to compile extensive feedback which was then shared and discussed at a Board session held in September 2025 to
identify actions to be taken forward during FY2026.
The evaluation of the performance of the Chair was undertaken by Bernard Pryor, the Senior Independent Non-Executive Director,
based on feedback obtained from the Board. The Chair appraised the performance of each Director by meeting each of them
individually to review their knowledge and effectiveness at meetings, and the overall time and commitment to their role on the Board,
using the feedback obtained from the Board to support these appraisals.
Progress against earlier action plans was then tracked and assessed and discussed by the Board during FY2025, with good
progress being made in all areas and in particular on the following:
• Strategic focus: a focus on costs and operational performance including by holding more frequent ad hoc Board meetings and
information communication, to discuss these issues (with 13 Board meetings being held in FY2025 compared to 11 in FY2024)
• Value proposition: The Board reviewed cost savings measures, approved the budget for FY2026 and reviewed the business
plansfor FY2027-30 and the revised life of mine plans for the Cullinan and Finsch Mines
• Board and Board Committee streamlining: changes to the Board’s composition in FY 2025 have resulted in a smaller and more
efficient Petra Board consisting of four Directors
• Dynamics: Extensive changes to the Board’s composition and size in FY2025 have resulted in improvements to the Board’s
dynamics and a broad range of viewpoints
• Board papers and agendas streamlined: To support the Board’s focus on strategic objectives, key issues and risk management.
The merger of the Company’s Health and Safety and Sustainability Committees to form the Safety, Health and Sustainability
Committee also resulted in a significant improvement to this Committee’s papers and agendas
The overall assessment from the FY 2025 Board evaluation was that Petra’s Board continues to be effective and perform well, with
improvements having been made during FY 2025 though also noting the significant changes to the Board’s composition and size that
occurred during FY 2025. The Company Secretary complied a list of priorities for the Board to focus on for FY 2025 which address
these areas for improvement identified. These priorities were discussed and agreed by the Board at a feedback session in
September 2025 and will be tracked and discussed by the Board and Company Secretary throughout FY 2026.
75
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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE REPORT / CONTINUED
Areas for improvement and priorities for the Board identified in the FY2025 Board evaluation include, amongst others:
• Strategic focus: maintain focus on delivering short-term cost-cutting priorities but without losing sight of the long-term, broader strategy
• Operational delivery: increase the Board’s focus on delivering strong operational performance (including execution of the life
extension projects at Cullinan Mine and Finsch), particularly in the near-term and perform operational and safety ‘deep-dives’
during FY2026
• Dynamics: whilst Board dynamics remain strong (despite the significant changes to Board composition) an increase in face-to-face
and informal meetings were identified to further strengthen Board dynamics
• Board papers and agendas will continue to be streamlined: to support the Board’s effectiveness and its oversight of strategic
objectives and key issues
• Increased Senior Management exposure: Look to reinstate the Board’s annual site visit when appropriate to do so
• Increased NED engagements: increase the frequency of NED-only engagements, particularly over the next 12-18 months
Given the significant changes to Board composition during the Year, the findings of the FY 2025 Board evaluation will not have
anyimpact on Board composition.
Key Board and Board Committee activities in FY2025
Category Activity Stakeholders considered
Strategic • Reviewed ongoing refinancing strategy, including engagement with Absa and 2L Notes holders.
• Challenged capex phasing and capital discipline, ensuring alignment with refinancing milestones
and liquidity priorities, and endorsement of stepped investment into mine extension tunnels,
balancing access to higher-grade ore with financial constraints.
• Assumptions, revised production targets and deferral of capital expenditure, including close
review of sensitivity analyses and assumptions underpinning life-of-mine plans to ensure resilience
at lower pricing levels
• Monitored execution of Group optimisation programme focused on cost and cash savings over
FY2025-FY 2026
• Approved mine re-planning cases for Cullinan Mine and Finsch based on updated economic
assumptions, revised production targets and deferred of capital expenditure, including close review
of sensitivity analyses and assumptions underpinning life-of-mine plans to ensure resilience at
lower pricing levels
• Approved the strategic divestment of Petra’s interest in Williamson to Pink Diamonds, ensuring
value maximisation, applicable conditions precedent to competing offers and overall deal
executability
• Endorsed interim executive structure following CEO separation, appointing Joint Interim CEOs;
• Supported organisational redesign through ‘clean sheet’ exercise to align Group structure with
post-divestment footprint and focus.
• Held Board strategy session in February 2025, setting immediate short-term priorities for Petra’s
management and reviewing longer-term strategic opportunities
• Reviewed updates on the progress of the Independent Grievance Mechanism (IGM) and
Restorative Justice Projects (RJPs) at Williamson
• Reviewed progress on the implementation of the Framework Agreement for Williamson and
engagements with the Government of Tanzania in this regard
• Reviewed and approved KPIs to deliver strategy during the Year and assessed performance
against KPIs on an ongoing basis
• Received and discussed presentations from the Company’s advisers on strategic options
Shareholders,
Financial
Stakeholders,
HostGovernments,
Employees, Unions,
Local Communities,
Suppliers
Operations • Received reports at every Board meeting from the CEO/Joint Interim CEOs and, where necessary,
senior management on operational performance, including on safety, health and environment,
mining and processing, security, sales and marketing, human resources and community relations
• Oversaw completion of multiple s.189 restructuring processes, including functional areas, group
services and site-level shift changes
• Approved new shift configuration at Cullinan Mine, optimised for cost efficiency
• Regular review of operational KPIs including NLTI and LTI rates, carats recovered and throughput
for Cullinan Mine and Finsch
• Reviewed ore body variability, with geotechnical teams confirming historic range and gradual
ramp-up from CC1E
• Approved tunnel development priorities for Finsch’s northern extension, with constrained capex
aligned to FY 2026 ramp-up
• Considered implications of delayed access to CC1E ore on grade forecasts and mitigation strategies
• Site visits by the Workforce Engagement iNED to the Cullinan Mine and Finsch in February 2025
Shareholders,
Financial
Stakeholders,
Regulators,
Employees, Unions,
Local Communities,
Suppliers
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Category Activity Stakeholders considered
Safety, Health
and
Sustainability
• Received reports at every Board meeting from the CEO/Joint Interim CEOs and the Chair of the
Safety, Health and Sustainability Committee on health and safety performance across the Group
• Received updates on the implementation of and compliance with the Tailings Management Policy
which is aligned to the Global Industry Standard on Tailings Management (GISTM) and on the
timeline for GISTM compliance
• Approved the FY2024 Sustainability Report
• Received updates on the operationalisation of Petra’s Sustainability Framework
Employees, Local
Communities,
Regulators, Host
Governments, NGOs,
Shareholders
Finance,
reporting
and risk
management
• Approved the Group’s interim results for H1 FY 2025, quarterly operating updates and sales
resultsfor FY 2025
• Approved the FY2024 Annual Report and Financial Statements
• Approved the Group’s FY2026 budget and reviewed business plans for FY2027 to FY2030
• Monitored Petra’s liquidity position, following increase in net debt, including review of group-wide
cost control initiatives
• Approved a new Risk Appetite and Tolerance Framework and reviewed on a quarterly basis the
Group’s Key Risk Indicators
• Reviewed the Group’s internal audit findings and principal risks on a quarterly basis including
anymaterial outstanding actions to address audit findings and/or mitigate risks
• Received regular reports from the Chair of the Audit and Risk Committee
• Detailed review of covenant breach scenarios under the RCF and oversight of progress in
obtaining waiver from Absa. Approval of conditions imposed by Absa in relation to obtaining
covenant waiver
• Ongoing review of Petra’s going concern position, and monthly review of cash flow forecasts
andsensitivity cases including base and stress scenarios
Shareholders,
Financial
Stakeholders, Host
Governments,
Regulators, NGOs
Governance • Approved the appointment of José Manuel Vargas as Chair of the Board with effect from
13November 2024
• Approved the appointment of Vivek Gadodia and Juan Kemp as Joint Interim CEOs
• Approved changes and restructuring of the Executive Committee, including the appointment
ofRobin Storey as General Counsel and Company Secretary with effect from 15 April 2025.
• Engaged with significant shareholders throughout the Year
• Conducted an annual evaluation of the Board’s performance facilitated by the Company Secretary
• Reviewed succession plans for Board and Senior Management
• Deferred decisions on annual bonuses for FY 2025 and salary increases for Exco until after
implementation of the debt refinancing
• Approved awards and vestings under the PSP to Executive Directors and Exco
• Reviewed Directors’ independence and conflicts of interest
Shareholders,
Employees, Host
Governments,
Regulators, NGOs
Culture • Reviewed scores and feedback from annual Petra Culture Code survey
• Received regular briefings on employee and community relations
• Received regular reports from the Chair of the Safety, Health and Sustainability Committee
• Considered Lerato Molebatsi’s employee engagement reports for her CEO roadshow meetings
atCullinan Mine and Finsch in February 2025
Employees, Local
Communities,
Shareholders, Host
Governments, NGOs
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Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Annual General Meeting (AGM)
The FY2024 AGM was held at One Heddon Street, London, W1B 4BF at 9am on 13 November 2024.
Results of our FY2024 AGM
A summary of the proxy voting for the AGM was made available via the London Stock Exchange and on the corporate website as
soon as reasonably practicable on the same day as the meeting.
Total votes for
(as a % of
votes cast)
Total votes
against
(as a % of
votes cast)
Votes withheld
(as a % of total
shares with
voting rights)
Total number
of votes
withheld
1 Receive the 2024 Annual Report 100 nil 0.00% 226
2 Approve Directors’ Annual Remuneration Report 100 nil 0.00% 226
3 Re-appointment of BDO LLP as auditors 79.59 20.41 0.00% 183
4 Authority to fix the remuneration of the auditors 100 nil 0.00% 183
5 Re-election of Ms Shine RESOLUTION WITHDRAWN
6 Re-election of Mr Duffy 79.56 20.44 0.00% 204
7 Re-election of Mr Pryor 99.88 0.12 0.00% 204
8 Re-election of Ms Gudgeon 99.87 0.13 0.00% 204
9 Re-election of Ms Molebatsi 99.88 0.12 0.00% 204
10 Election of Mr Vargas 99.97 0.03 0.00% 204
11 Appointment of Mr Youness as Board Observer (advisory) 99.63 0.37 0.03 57,779
12 Appointment of Ms Watson as Board Observer (advisory) 59.63 40.37 0.03 57,779
13 Byelaws amendment 81.59 18.41 0.03 57,747
Notes:
1. As announced on 11 November 2024, and following publication of the notice of the FY2024 AGM, Varda Shine elected not to offer herself for re-election as a Director at the AGM
andceased to be a Director and Chair of the Board and the Nomination and Investment Committees immediately following the conclusion of that meeting. José Manuel Vargas
was appointed as Chair of the Board and Chair of the Investment Committee with effect from the conclusion of the FY2024 AGM, with Bernard Pryor appointed as the Chair of the
Nomination Committee.
2. Resolution 3, which was an ordinary resolution relating to the re-appointment of BDO as the Company’s auditor until the conclusion of the Company’s next AGM passed with a majority
of 79.59% in favour, with 20.41% of shareholder voting against this, indicating significant opposition. Following the AGM, Petra consulted with significant shareholders who voted
against this resolution to understand their concerns. These consultations revealed that the relevant significant shareholder has a policy of voting against auditors who have been in
role for more than ten years. This shareholder noted that their vote against was not a reflection on the performance of BDO or their report in the FY 2024 Annual Report. The Company
notes that BDO has been the Company’s auditor since FY2006 and therefore will have been in this role for 20 years by the end of FY2025. Over this period, the Board has continued
to monitor the independence and objectivity of BDO, as it is required to do. The Company will take into account both this vote against the reappointment of BDO as the Company’s
auditors and also good governance practices when assessing the appropriate timing for auditor rotation.
3. Resolution 6, which was an ordinary resolution relating to the re-election of Richard Duffy as the Company’s Chief Executive Officer passed with a majority of 79.56% in favour, with a
20.44% vote against, indicating significant opposition to the resolution. On 17 February 2025, Petra announced that Richard Duffy had resigned as Chief Executive Officer and Director
of the Company by mutual agreement and with immediate effect and so no consultation with shareholders on this resolution was deemed necessary.
4. Resolution 12 was an advisory resolution giving shareholders the opportunity to cast an advisory vote on the appointment of Alex Watson as a Board Observer, while noting that the
outcome of such vote would not bind the Company or affect the contractual rights of Franklin Templeton (who appointed Alex) to appoint a Board Observer pursuant to the Nomination
Agreement that was entered into between Franklin Templeton and the Company in December 2020 as part of the recapitalisation of the Company. During consultations, significant
shareholders who voted against this resolution expressed their view that they did not consider it appropriate for a shareholder with only a 5.03 per cent. shareholding in Petra to have
a right to appoint a Board observer, particularly when comparing this right to the Board representation that much larger shareholders have on the Board. As set out in the revised
Notice of AGM and in light of the vote on this resolution, the Company has engaged with Franklin Templeton on the exercise of its rights under the Nomination Agreement. Franklin
Templeton has confirmed that it does not currently propose to change Alex’s appointment as a Board observer or its rights under the Nomination Agreement.
CORPORATE GOVERNANCE REPORT / CONTINUED
78
Petra Diamonds Limited Annual Report and Financial Statements 2025

Board and Committee meetings
A number of senior employees are standing
invitees to meetings of the Board and its
Committees and other employees attend
these meetings on an ad hoc basis. These
employees will regularly be asked to present
on and engage in matters being discussed
atthese meetings.
Petra Culture Code
A strong culture is key to attracting and
retaining top talent, driving performance
andultimately creating long-term sustainable
value for Petra’s stakeholders. The Board is
committed to Petra’s Culture Code (which was
adopted in FY2023) and efforts to continue to
embed it across the organisation – please see
page 27 for more details. A key part of this
commitment involves the Board monitoring
employee engagement across the Group
andassessing key themes in the feedback
received, with scores and feedback being
assessed across the organisation.
Employee wellness
At each Safety, Health and Sustainability
Committee meeting, updates are provided
onemployee health, hygiene and wellness
issues, including in relation to employee
utilisation of Petra’s Employee Assistance
Programme.
Engagements with Unions
With 84% of Petra’s workforce in South Africa
being unionised, an appreciation of the
interests and dynamics relating to the key
unions which represent Petra’s employees
isessential for meaningful employee
engagement. The Board, through the Safety,
Health and Sustainability Committee, receives
regular updates on Petra’s union membership
and key engagements with unions, including,
for example, negotiations of any collective
bargaining agreements, retrenchment
processes and shift configuration changes.
Union leadership is also invited to attend the
Exco town hall meetings which arealso often
attended by Petra’s designated workforce
engagement iNED. In FY2025, thekey areas
of union engagement were inrelation to the
S.189 restructuring process undertaken in
respect of the Finsch and Cullinan Mine and
Petra’s Group employees, with the Board
providing oversight of these engagements.
How does the Board
engage with
Petra’s employees?
Exco town hall meetings
Petra’s Exco seeks to regularly host town
hallmeetings at Petra’s operations to ensure
that employees are provided with updates
onPetra’s performance and also to enable
keycorporate initiatives to be explained
anddiscussed. These meetings were less
frequent in FY2025 but in July 2025, CEO
roadshow sessions were held at the Cullinan
Mine and Finsch and with Group employees
following completion of the S.189 retrenchment
processes at Finsch and Group. These
sessions saw the Joint Interim CEOs provide
employees with an overview of key changes
within the business, as well as an update on
operational performance and progress
regarding the refinancing of the Group’s debt.
Petra’s designated workforce engagement
iNED, Lerato Molebatsi, attended sessions at
the Cullinan Mine and Finsch in July 2024
andFebruary 2025 subsequent to the
announcement of the Joint Interim CEOs.
Employees are encouraged to ask questions
ofmanagement in these sessions (including
anonymously if preferred).
Workforce Engagement
Petra has an experienced, diverse and dedicated workforce, which is a key business asset, with engaged employees being critical to
Petra’s success. The Board uses formal and informal ways of engaging with its employees, which are summarised below. For more
information on how the Board considered the interests of Petra’s employees in its discussions and decision making in FY2025,
seepages 45 and 47.
Designated Workforce Engagement iNED
Lerato Molebatsi is the Company’s designated workforce engagement
iNED, having assumed this role with effect from July 2023. The aim of
therole is to ensure the views and concerns of the workforce are brought
to the Board’s attention and taken into account in deliberations and
decisions, helping the Board understand if employees are aligned to, and
able to respond to, the Company’s priorities. A formal document outlining
the key principles and parameters of the role was approved by the Board
in FY2021. Lerato accompanied the Exco on the CEO roadshow meetings
at the Cullinan and Finsch Mines in July 2024 and February 2025 at which
sessions were held with representatives of the workforce, unions and
management. Lerato reported back to the Board her observations of
these sessions (which overall were generally positive, duly noting areas
of concern).
Site visits
Several site visits are scheduled throughout the Year, giving the Board
the opportunity to engage directly with employees. The site visits include
an opportunity for formal engagement through business updates, tours of
operations and briefings provided by Petra’s employees to the Board, as
well as informally through the dinners and social events arranged as part
of the site visits.
The full Board’s annual site visit in FY2025 was cancelled as part of the
Company’s cost savings initiatives. However, certain key Board members
(including the Chair, and the Chair of the Safety, Health and Sustainability
Committee in her capacity as Designated Workforce iNED) each
individually visited Petra’s sites, engaging extensively with the workforce.
79
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Board composition and diversity statistics
All statistics on this page are given as at 30 June 2025
TENURE OF DIRECTORS
%
50
25
25
0–3 years = 2 directors
3–6 years = 1 directors
Over 6 years = 1 directors
BOARD COMPOSITION
2
%
75
25
Independent
Non-ExecutiveDirectors = 3
Non-Independent
Non-Executive Directors = 1
DIRECTORS’ NATIONALITIES
1
%
40
20
20
20
British (40%)
South African (20%)
Spanish (20%)
Australian (20%)
1 Where directors hold multiple nationalities, all nationalities have been reflected.
2 José Manuel Vargas, Petra’s Chair, was not considered to be independent on his
appointment as a Director nor on his appointment as Chair. Given that the Company
considers MrVargas to not be independent, he has been included in this calculation,
notwithstanding Code Provision 11.
CORPORATE GOVERNANCE REPORT / CONTINUED
80
Petra Diamonds Limited Annual Report and Financial Statements 2025

Governance Framework
(AS AT THE DATE OF THIS REPORT)
The Board
The Board is responsible for Petra’s long-term success and sets the Company’s strategic aims,
monitoring management’s performance against these objectives.
Our strategy
See pages 38 and 39
Principal risks
See pages 54-61
Board biographies
See pages 68-69
Key activities in FY2025
See pages 76 and 77
The Board delegates certain matters to its five principal committees
The Terms of Reference for each of the Board Committees is available at
www.petradiamonds.com/about-us/corporate-governance/board-committees-2/
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Safety, Health
andSustainability
Committee
Investment
Committee
Oversees matters relating
to the Group’s financial
reporting, internal and
external audit, internal
control, ICT, risk
management, ethics,
compliance, whistleblowing
and fraud
Determines the policy
forExecutive Director
remuneration, sets
remuneration for the
Chair, Executive Directors
and Senior Management
and reviews workforce
remuneration and
relatedpolicies
Leads the process for
Board appointments and
ensures plans are in place
for orderly succession to
both the Board and Senior
Management positions
Oversees the Group’s
health, safety and
sustainability matters,
including: health and
safety systems, policies
and compliance; tailings
and water storage
facilities; on-mine
watermanagement
andenvironmental
compliance and social
andenvironmental
matters in supporting
delivery of the Group’s
Sustainability Framework
Considers and makes
recommendations to
theBoard for the Group’s
most significant capital
expenditure, investment
proposals and disposals
See page 84 See page 99 See page 91 See page 94 See page 97
Chaired by
Deborah Gudgeon
Chaired by
Bernard Pryor
Chaired by
Bernard Pryor
Chaired by
Lerato Molebatsi
Chaired by
José Manuel Vargas
Members
Bernard Pryor
Lerato Molebatsi
Members
Deborah Gudgeon
Lerato Molebatsi
Members
Deborah Gudgeon
Lerato Molebatsi
Members
Bernard Pryor
Members
Deborah Gudgeon
Bernard Pryor
Lerato Molebatsi
Executive Committee (Exco)
The Board has delegated the execution of the Company’s strategy and day-to-day management
of the Company’s business to the Joint Interim CEOs and the CFO, supported by the Exco.
Joint CEO’s statements
See pages 8-17
Exco membership
See page 70
Petra Culture Code
See page 27
Our performance
See page 1
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Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Report of the Audit and Risk Committee
The Audit and Risk Committee (the Committee) continued
tofocus on its key responsibilities as set out in its Terms of
Reference during FY2025. In particular:
• Ensuring the integrity of the Group’s interim and annual
financial reporting including compliance with financial
reporting standards and governance requirements, the
material areas where significant accounting judgements have
been made, the critical accounting policies and substance,
consistency and fairness of management estimates, the clarity
of disclosures and whether the Annual Report, taken as a
whole, is fair, balanced and understandable
• Overseeing and monitoring the Group’s internal control
framework and enterprise-wide risk management structure
including reviewing and approving the Group’s revised Internal
Audit Charter and Internal Audit Manual and endorsing the
appointment of the Group’s new outsourced internal audit
partner, PwC
• Ongoing consideration of control systems to ensure they
remain effective, relevant and appropriate to the business
andthe associated risks thereto
• Monitoring the ongoing effectiveness and independence
ofthe external auditors as well as making recommendations
tothe Board on the re-appointment of the external auditors
Dear shareholder,
The Committee plays a vital role at Petra by ensuring that the
Group has effective and appropriate risk management and
internal control systems, backed up by comprehensive financial,
governance, internal audit and reporting functions. As Chair
ofthe Committee, I am pleased to have this opportunity to
summarise some of the key developments during the Year,
aswell as our ongoing responsibilities and objectives.
The following issues are deemed to be significant and were
considered by the Committee in respect of the Group’s FY2025
Financial Statements, based upon its interaction with both
management and the external auditors during the Year:
• The Group’s going concern review and viability statement
• Carrying value of mining assets and resultant impairment
considerations
• Accounting for the sale of Williamson during FY 2025, including
the restatement of prior year financial statements for the removal
of the receivable related to the blocked diamond parcel
• Provisioning for IGM grievance remedies at Williamson
For further detail on the significant issues mentioned above,
seepages 54-64.
In a period marked by refinancing
and senior management changes,
we remained focused on ensuring
robust governance and assurance
processes, supporting the
Board’s efforts to strengthen the
Company’s financial resilience
and operational discipline.
Deborah Gudgeon
Audit and Risk Committee Chair
Members of the Audit and Risk Committee
Deborah Gudgeon – Committee Chair and iNED
Bernard Pryor – Senior iNED
Lerato Molebatsi – iNED
CORPORATE GOVERNANCE REPORT / CONTINUED
82
Petra Diamonds Limited Annual Report and Financial Statements 2025

The Committee’s responsibility towards risk management
The Committee continued to execute its risk management
oversight responsibilities during the Year, receiving quarterly
updates on the movement of the Group’s principal risks from
theRisk, Assurance and Compliance function.
The Committee actively monitors the Group’s Key Risk Indicators
(KRIs) to prompt management to take necessary action(s) where
risk appetite and tolerance thresholds are exceeded. Petra’s
KRIsare kept under review by management and the Committee
to ensure they align with the Company’s Purpose, Values and
Strategy and evolving risk profile. Any changes to the KRIs that
are used to measure risk appetite and tolerance require the
approval of the Committee.
During the Year, the Board has, through the Committee,
conducted a robust assessment of the emerging and principal
risks facing the Company. A description of these risks and how
they are being managed and mitigated is set out on pages 54-61.
Deborah Gudgeon
Audit and Risk Committee Chair
16October 2025
Committee experience and skill-set
The members of the Audit and Risk Committee are considered
topossess the appropriate skills and experience to monitor and
ensure the integrity of the Group’s financial reporting, internal
audit, internal financial control and risk management systems
andto support Petra’s overall governance.
Deborah Gudgeon, who was appointed as Committee Chair on
1November 2021 (and who joined the Committee on 1 July 2021)
fulfils the requirements of the Code with regards to the required
level of financial and audit experience. Deborah qualified as a
chartered accountant with PwC before going on to hold a range
of roles at Deloitte, BDO and within a number of listed mining
companies. Most recently, she has extensive experience as a
Non-Executive Director and Chair of the Audit Committees of
Highland Gold Mining Limited, Acacia Mining plc and Evraz plc.
She is currently the Chair of the Audit Committees of Ithaca
Energy plc and Serabi Gold plc and has recent and relevant
financial experience as well as competence in accounting and
auditing, as required by the Code and the FCA’s Disclosure
Guidance and Transparency Rules (7.1.1A) (the DTRs).
In terms of the other Committee members, and consistent with
FRC Guidance on Audit Committees, as well as the DTR 7.1.1A,
the Committee as a whole has extensive experience and
competence in relation to the sector within which Petra operates:
• Bernard Pryor is a metallurgical engineer with 35 years of
experience in the international mining industry; and
• Lerato Molebatsi has extensive executive and non-executive
experience across a range of sectors, primarily in South Africa,
including as the lead independent Director of the South
African Reserve Bank.
All Committee members receive appropriate ongoing training
and development, as well as regular updates from management
and the Group’s external auditors on relevant financial reporting,
governance and regulatory developments.
The Committee may, if considered necessary, take independent
advice at the expense of the Company. Other than BDO LLP, as
the external auditors, no other external consultants assisted the
Committee during FY2025.
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Committee meetings
Seven meetings were held in FY2025, with the Committee holding three further meetings after the end of the Year to review and
approve the Group’s full year results and Annual Report.
At these meetings, the Committee invited the Non-Executive Chair, other Non-Executive Directors, the Joint Interim CEOs, members
of Senior Management (including the CFO, the General Counsel & Company Secretary, Group Head of Internal Audit & Risk and the
Group ICT Manager), as well as the Board Observers to attend these meetings, as appropriate. In addition, the Chair of the
Committee met separately with the BDO Audit Partner regularly without management present to discuss significant audit and
accounting matters, together with relevant financial reporting and governance developments.
Committee members also met with the auditors without the Executive Directors present on two occasions.
The Committee recognises the importance of allocating significant time to fulfil its duties effectively. In advance of each Committee
meeting, a formal agenda and information pack is circulated, allowing each member time to review the information and prepare for
the Committee meetings. During the formal meetings, the members then engage in robust and open debate and assessment of
relevant matters.
Deborah Gudgeon, as Chair of the Committee, allocates a significant amount of time to this role. In addition to chairing formal
meetings of the Committee and attending sessions with the external auditors, Deborah Gudgeon regularly met with the CFO and the
Group Head of Internal Audit & Risk in order to discuss and monitor the financial controls, audit and risk management activities of the
Group on a timely basis.
While no formal site visits to the Group’s various operations were arranged for the Committee as a whole during the Year, informal
discussions held around the Committee’s scheduled meetings enabled the Committee and the Chair of the Committee to maintain
acomprehensive understanding of corporate and finance developments and activities and any associated risks, as well as the
operational risks and issues and controls in place at Petra.
Committee role and activities
The principal functions of the Committee are listed below, along with the corresponding activity and performance in FY2025.
Summary of role Activities in FY2025 Outcomes
To monitor the integrity of the
interim and full year results
announcements, as well as the
Annual Report and Financial
Statements published by the
Company, reviewing significant
financial reporting judgements
contained therein.
As contemplated by the UK’s Corporate Governance Code 2018
(theCode) and the Committee’s Terms of Reference, the Committee
considered whether the Group’s interim results for FY2025 and the
FY2025 Annual Report and Financial Statements present a fair,
balanced and understandable assessment of the Group’s performance
and prospects.
The Committee, on behalf of the Board, has a specific process of review
that enables it to make this assessment. For further information on the
process which was followed in relation to the FY2025 Annual Report
and Financial Statements, see page 90.
In particular, the Committee assessed the balance of information
reported against its understanding of the Group, as well as the tone
andlanguage used in the reporting, ensuring that it is comprehensible
toreaders of various backgrounds.
Outside of formal Committee meetings, accounting matters were also
discussed by the Chair of the Committee and the Chief Financial Officer.
Key auditing, financial reporting and governance matters, which typically
focused on areas of significant judgement, estimation or accounting
policy selection, were discussed with the audit partner ahead of
Committee meetings and during Committee meetings.
In accordance with the Code
and the Committee’s Terms
ofReference, the Committee
considers that the FY2025
Annual Report and Accounts
taken as a whole is fair,
balanced and understandable
and provides information
necessary for shareholders
toassess the Company’s
performance, business model
and strategy and advised the
Board accordingly.
To review and challenge,
wherenecessary, application
ofaccounting policies and
practices, decisions requiring
amajor element of judgement,
the clarity of disclosures,
compliance with accounting
standards, and compliance
withregulatory and legal
requirements.
As part of its work to approve the Group’s Financial Statements,
theCommittee reviewed the key financial reporting judgements and
accounting policies therein. These judgements were assessed through
discussions with the Group’s auditors and presentations by management
in which the Committee, where appropriate, challenged the basis for
such judgements and estimates.
Details of the significant matters considered by the Committee
inrespectof this Annual Report are set out on page 87.
The Committee considers that
the accounting policies used,
reporting disclosures,
compliance with accounting
standards and other
requirements are appropriate
to the Group in all regards,
taking account of the
specialised nature of
itsbusiness.
CORPORATE GOVERNANCE REPORT / CONTINUED
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Summary of role Activities in FY2025 Outcomes
To review the effectiveness
ofPetra’s risk management
systems, internal financial
controls and other internal
controls.
The Committee assesses the Company’s risk management systems and
internal controls, including internal financial controls on an ongoing basis.
As part of this, the Committee invites the Joint Interim CEOs, other Exco
members, the Group Head of Internal Audit & Risk, as well as other
members of the Senior Management team, as appropriate, to attend
Committee meetings.
During these meetings, the Committee was provided with updates on
the Group’s activities and the members considered the risk and control
implications on an ongoing basis. Additionally, the Board as a whole
received presentations and reports by management on operational
andfinancial performance each quarter that allowed for an assessment
of riskand internal controls.
The Committee meetings during FY2025 included presentations by
BDO LLP regarding the results of the FY2024 audit, the interim review
for H1 FY2025 and the FY2025 Audit Planning Report, with a
presentation by BDO LLP of the results of the FY2025 audit subsequent
to the Year End. These presentations included the auditors’ observations
and recommendations in respect of internal controls that the Committee
incorporated into its overall assessment of the effectiveness of risk
management and controls.
The Committee considers
thatPetra’s internal controls,
including its internal financial
controls, continue to be robust
and defensible.
The Committee will continue
to review and assess the
development of risk
management and internal
control systems, assisted
bythe work of the Internal
Audit and Risk, Assurance
&Compliance functions.
To monitor and review the
effectiveness of the Internal
Audit function, review and
approve the Internal Audit Plan,
review and recommend the
Internal Audit Charter to the
Board for approval and ensure
the Internal Audit function is
adequately resourced.
On a quarterly basis, the Committee receives internal audit reports
detailing any significant findings, progress on the resolution of
outstanding findings and progress against the Internal Audit Plan
approved by the Committee. The Committee continued to assess the
effectiveness, independence, resourcing and quality of Internal Audit
during the Year, following the Committee approving a revised Internal
Audit Charter and Internal Audit Manual to align with the new Global
Internal Audit Standards and the endorsement of the Company’s
outsourced internal audit partner, PwC.
The Group Head of Internal
Audit & Risk and supporting
teams, will continue to work
with the Committee to ensure
the integrity and effectiveness
of the Group’s internal control
procedures and risk
management systems.
To consider and recommend
tothe Board the appointment,
re-appointment or removal
ofthe external auditors, to
recommend their remuneration
(whether audit or non-audit fees)
and approve their terms of
engagement and to assess the
external auditors’ independence
and objectivity.
To review the engagement of
the external auditors to ensure
the provision of non-audit
services by the external audit
firm does not impair their
independence or objectivity.
In advance of the FY2025 audit, the Committee reviewed and approved
the external auditors’ audit planning presentation and assessed the
appropriateness of the audit strategy, scoping, materiality and audit risks.
The Committee reviewed the audit fee as part of the audit planning
process.
The Committee also reviewed audit-related fees incurred in relation to
theinterim review and agreed upon procedures over the Company’s
sustainability reporting, assessed the extent of such non-audit fees
andthe possible impact on the external auditors’ independence and
confirmed that such non-audit fees are in compliance with the FRC’s
Revised Ethical Standard 2024. For further detail related to audit and
non-audit fees see page 88 under the section headed “External Auditors”.
In connection with the Group’s refinancing activities, BDO also undertook
agreed-upon procedures on the working capital report. The Committee
reviewed the scope of this engagement, the results of BDO’s procedures,
and the consistency of assumptions with those applied in the Group’s
financial reporting. This additional work gave the Committee further
comfort over the robustness of the Group’s liquidity planning and the
effectiveness of the external auditors.
The Committee recognises that BDO has been the Company’s auditor
since FY 2006 and therefore will have been in this role for 20 years by
the end of FY 2025. Over this period, the Board has continued to monitor
the independence and objectivity of BDO, as it is required to do. The
Company will take into account the votes against the re-appointment of
BDO as the Company’s auditors, as cast at the last AGM, the successful
completion of the Company’s refinancing activities, and also good
governance practices, when assessing the appropriate timing for
auditorrotation.
The Committee considered and updated the Group’s policy on non-audit
fees, the level of challenge provided to management and the safeguards
in place to protect their independence. Having considered all these
matters, the Committee ascertained that BDO LLP continue to be
independent and approved the services.
The Committee has taken
appropriate steps to assess
the independence of its
auditors, recognising the
importance of audit
independence to the audit
process.
The Committee has reviewed
and gained a thorough
understanding of the external
auditors’ strategy and has
satisfied itself that it is robust
and that the auditors remain
independent.
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Summary of role Activities in FY2025 Outcomes
To review the effectiveness of
the Company’s whistleblowing
system, its fraud detection
procedures and the systems
andcontrols in place for bribery
prevention.
The Committee was kept updated on the annual Code of Ethical Conduct
training and certification for South African management and UK-based
employees for FY2025.
During the Year, Petra continued to implement and embed its Ethics
andCompliance Due Diligence Policy and Supplier Compliance Due
Diligence Procedure which set out the risk-based approach Petra is
required to follow in conducting ethics and compliance due diligence
onits existing and prospective third parties – predominantly customers,
suppliers and social investment beneficiaries.
The independent, external whistleblowing and fraud hotline remains
inplace and continues to be offered to all employees as well as other
stakeholders.
In FY2025, Petra received
22tip-off reports involving
alleged irregularities of a
non-material nature that
wereconsidered necessary
toinvestigate, relating mostly
to fraud, recruitment scams,
procurement irregularities,
non-compliance with
Company policies and
procedures, theft and
corruption.
The Committee, which has
oversight of all ethics related
matters, was provided with
quarterly overviews of these
reports and investigations into
them, focusing on the most
material reports.
Of the 22 reports in total
under review, 17 were
resolved and closed, with
allbut one report found to
beunsubstantiated. For this
one case, appropriate actions
were then taken. Five remain
under investigation.
Significant issues considered by the Committee in FY2025
The following are considered by the Committee to be the significant issues that were considered by the Committee in respect
oftheGroup’s Financial Statements, based upon its interaction with both management and the external auditors during the Year.
Theseissues align with those disclosed in the Independent Auditors’ Report on pages 120-126.
The Committee considered a number of key areas warranting specific focus, in particular:
• The Group’s going concern review and viability statement
• The carrying value of the mining assets and resultant impairment considerations
• Accounting for the sale of Williamson during FY 2025, including the restatement of prior year financial statements for the removal
ofthe receivable related to the blocked diamond parcel
• Provisioning for IGM grievance remedies at Williamson
• The Committee assessed that all matters were adequately covered during the FY2025 external audit.
CORPORATE GOVERNANCE REPORT / CONTINUED
86
Petra Diamonds Limited Annual Report and Financial Statements 2025

The Committee carefully evaluated several key accounting estimates and judgments that have been integral to the preparation of Petra’s
Financial Statements for the year ended 30 June 2025. These considerations are critical due to their potential material impact on the
Group’s financial position and performance. Below is a summary of the significant matters reviewed by the Committee during FY2025.
Significant matters
considered Our response to these matters
Going concern
and viability
statement
See pages 62
(Viability
Statement) and
note 1.1 on page
132 (Going
Concern basis
ofpreparation)
The Committee focused extensively on the Group’s going concern status and the preparation of the Viability Statement,
which extends to a three year period ending in June 2028. The assessment was influenced by the ongoing volatility in
the diamond market, including the impact of LGDs, global economic pressures, and fluctuations in diamond prices.
TheGroup’s liquidity was bolstered by the deferral of capital programmes, cash savings, alongside the agreed proposed
Refinancing, including a US$25 million Rights Issue.
The Committee noted that the viability of the Group is contingent upon the successful refinancing of the Company,
dueto be completed by Q4 CY2025.
In particular, the Committee reviewed downside scenarios and sensitivity analyses over key variables including diamond
prices, foreign exchange rates and production volumes. For further detail of the sensitivities applied and mitigating
actions considered, see Note 1.1 (Going Concern basis of preparation) and the Viability Statement on page 62.
As part of its review, the Committee challenged the assumptions, sensitivities and mitigating actions proposed by
management in the going concern assessment and Viability Statement. Having done this, the Committee concluded that
while material uncertainties remain, the going concern basis is appropriate for the preparation of the Financial Statements.
The Committee assessed the disclosures in the FY2025 Annual Report and Financial Statements in respect of going
concern, viability and covenant compliance and concluded that they were appropriate.
Impairment
ofassets
See note 6
onpage 136
(Impairment)
The Committee reviewed impairment assessments for the Group’s two remaining operations, Cullinan Mine and Finsch.
Both external factors (including continued volatility in diamond prices and exchange rates) and internal factors (notably
cost inflation and updated life-of-mine plans) required careful consideration. Following management’s analysis,
impairment charges of US$70 million were recognised at Cullinan Mine and US$37 million at Finsch.
The Committee challenged the critical estimates and assumptions applied in the models, particularly those relating to
diamond price growth, recovery in product mix, operating cost trends and discount rates. After these discussions, the
Committee endorsed the impairment charges reflected in the Financial Statements and was satisfied that the related
disclosures comply with reporting standards.
Williamson
– Blocked
Diamond Parcel
See note 34
onpage 169
(Prior Year
Restatements)
During the Year, the Committee revisited the accounting treatment of the Blocked Diamond Parcel following receipt of a
new legal opinion obtained by the auditors which differed from earlier advice received by management. The Committee
carefully considered both opinions, together with management’s analysis under IFRS. Having reviewed the matter in detail,
the Committee concluded that the recognition of a receivable in FY 2023 and FY 2024 was less certain following he
subsequent contrary opinion obtained in FY 2025. Although the original judgements and estimates were sufficiently
disclosed in prior years, the Committee concluded that the prior year financial statements did not accurately represent
thefinancial position of the Group as at that date, and therefore the Committee authorised the restatement of the prior
yearfinancial statements.
See Financial Statements note 34 Prior Year Restatements
Williamson–
IGMgrievances
See note 23
onpage 151
(Provisions)
The IGM, established to address historical grievances related to past security operations at the Williamson mine,
continued to operate throughout FY2025. The Committee reviewed the provision for the estimated future cost of
remedies for successful grievances, which reduced to U$6 million as of 30 June 2025, following the first payments to
claimants. This provision reflects the estimated costs of remedies based on the grievances processed and the ongoing
operational efficiency improvements within the IGM. The Committee agreed withmanagement’s judgment that the
provision has been appropriately recognised in terms of IAS 37.
Accounting for
the sale of the
Koffiefontein
Mine and the
Williamson Mine
(Discontinued
Operations)
The Committee considered the accounting treatment applied to the disposals of both the Koffiefontein mine in South Africa
and the Williamson mine in Tanzania during the Year. Particular focus was placed on the classification of the disposals,
thederecognition of assets and liabilities transferred, and the recognition and measurement of any deferred consideration
receivable. The Committee reviewed management’s assessment of the contractual arrangements and underlying
commercial terms, including the credit standing of counterparties and the conditions attached to the deferred consideration.
In the case of both disposals, the Committee challenged management’s assumptions regarding recoverability and
considered the results of sensitivity analyses under different scenarios. The Committee noted the inherent uncertainty
associated with deferred consideration, particularly where receipt is contingent on future operating performance or
regulatory approvals, and agreed that recognition should only be made where recovery is considered highly probable.
Based on this assessment, the Committee supported management’s approach to de-recognise the mines at disposal
date and to recognise deferred consideration at fair value, subject to an appropriate risk adjustment. Enhanced
disclosure has been included in the financial statements to ensure transparency around the underlying judgements
andthe risks to recoverability of the deferred consideration.
The Committee has rigorously reviewed these key accounting estimates and judgements, ensuring that the Financial Statements
forFY2025 are prepared in compliance with relevant accounting standards. The Committee is satisfied that the estimates and
judgements applied are reasonable and supported by appropriate assumptions and methodologies.
87
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External auditors
During the Year, the Committee fully considered the effectiveness,
objectivity, skills, capacity and independence of BDO considering
all current ethical guidelines, and was satisfied that all these
criteria were met. The auditors’ fees were approved as part of
this process.
The effectiveness of the external auditors was reviewed,
givingconsideration to FRC guidance on assessing audit quality.
The Committee places considerable importance on the following
attributes: African mining sector experience (given the specialised
nature of the industry), service levels, audit quality, sound auditor
judgement, the willingness and ability to challenge management
and provision of value for money.
In forming its assessment of the effectiveness of the external
auditor and prior to completion of the audit, the Committee
received formal presentations regarding the proposed audit
strategy and met separately with the audit partner without
members of management present. The Chair also met separately
with the audit partner to discuss the audit strategy in detail,
withthe Chair reporting back to the Committee after doing so.
These forums enabled the Committee to assess the extent to
which the audit strategy was considered to be appropriate for
the Group’s activities and addressed the risks the business
faces, including factors such as: independence, materiality,
theauditors’ risk assessment versus the Committee’s own risk
assessment, the extent of the Group auditors’ participation in the
subsidiary component audits and the planned audit procedures
to mitigate risks. Post Year end, the external auditor presented to
the Committee the key findings of the FRC’s 2024 Audit Quality
Review in respect of a sample of BDO’s audits, together with
theactions being taken by BDO to address such findings.
Following the audit, BDO presented their findings to the
Committee and met separately with the Committee Chair to
discuss key audit judgements and estimates, with the Chair
reporting back to the Committee after doing so. During the Year,
BDO also met separately with the Committee without members
of management present.
These occasions provided an opportunity to assess the audit work
performed, understand how management’s assessments had
been challenged and assess the quality of conclusions drawn.
The Committee also considered the findings of the FRC’s 2024
Audit Quality Review (AQR) in respect of a sample of BDO’s
audits. We discussed with BDO the implications of the findings,
the actions they are taking in response, and how these measures
will be applied to Petra’s audit. The Committee challenged BDO
on the robustness of their audit approach and were satisfied that
appropriate steps are being implemented to address the matters
raised by the FRC.
The Committee also made enquiries of Senior Management
toobtain its feedback on the audit process and considered
thisfeedback in its assessment. The key attributes for audit
effectiveness were considered in the Committee’s assessment
ofthe Group’s auditors for FY2025. This process forms the basis
for the Committee’s recommendation to the Board that BDO be
re-appointed as the Company’s external auditors for FY 2026.
The Committee recognises that BDO has been the Company’s
auditor since FY 2006 and therefore will have been in this role for
20 years by the end of FY 2025. Over this period, the Board has
continued to monitor the independence and objectivity of BDO, as
it is required to do. The Company will take into account the votes
against the reappointment of BDO as the Company’s auditors, as
cast at the last AGM, the successful completion of the Company’s
refinancing activities, and also good governance practices, when
assessing the appropriate timing for auditor rotation.
The Board has accepted this recommendation and a resolution
to approve the re-appointment will be put to the shareholders
atthe Company’s 2025 AGM.
Auditors’ remuneration US$ million FY2025 FY2024 FY2023
Audit services 1.5 1.6 1.5
Audit-related assurance services 0.2 0.2 0.2
Non-audit related services
1,2
0.3 — —
2.0 1.8 1.7
1. Audit services are in respect of audit fees for the Group.
2. Audit-related services are in respect of the interim review and specific agreed upon
procedures in relation to the Sustainability Report, under the International Standard
onRelated Services 4400 as issued by the International Auditing and Assurances
Standards Board.
The Committee requires that any non-audit services to be
performed by BDO are formally approved by the Committee.
Audit-related services encompass actions necessary to perform
an audit, including areas such as: internal control testing
procedures; providing comfort letters to management and/or
underwriters; and performing regulatory audits. BDO provided
audit-related services in the Year in relation to the interim review
and work as Reporting Accountants in preparing the Company’s
Prospectus.
The provision of any non-audit service requires the pre-approval
of the Committee and is subject to careful consideration, focused
on the extent to which provision of such non-audit service may
impact the independence or perceived independence of the
auditors. The auditors provided details of their assessment of the
independence considerations, as well as measures available to
guard against independence threats and to safeguard the audit
independence. There were no non-audit services provided by
BDO during the Year.
Internal controls and risk management
The Board, with assistance from the Committee, is responsible
for the Group’s system of internal control and for reviewing its
effectiveness. Such a system can only provide reasonable and
not absolute assurance against material misstatement or loss,
asit is designed to manage rather than eliminate those risks that
may affect the Company in achieving its business objectives.
The Committee also noted that the Group has been through
aperiod of substantial re-organisation, which included both
leadership and structural changes across several corporate and
operational functions. As part of its oversight, the Committee
reviewed the potential impact of these changes on the design
and operation of internal controls, with a particular focus on
segregation of duties, reporting integrity and accountability.
Assurance was obtained through management attestations,
targeted internal audit reviews and testing by the external
auditors. Based on this work, the Committee is satisfied that the
internal control framework has remained robust, with appropriate
safeguards in place to reflect the reorganised structure.
CORPORATE GOVERNANCE REPORT / CONTINUED
88
Petra Diamonds Limited Annual Report and Financial Statements 2025

The Code requires that the effectiveness of the system of
internal control be reviewed by the Directors, at least annually,
including financial, operational and risk management. This review
is supported by the work undertaken by the Risk Management
function, as outlined below.
Financial reporting controls
The Committee oversees the Group’s system of financial
reporting controls, which is designed to provide reasonable
assurance over the reliability of financial reporting and the
preparation of the financial statements in accordance with IFRS.
Key controls include clearly defined accounting policies, formal
approval processes for significant transactions, and documented
procedures for the consolidation of results across the Group. The
finance function operates a structured month-end close process,
incorporating reconciliations, management reviews, and variance
analyses, which are reviewed at both operating and Group level.
These procedures are supported by an established delegation
ofauthority framework, ensuring accountability for financial
outcomes and segregation of duties across transaction
processing, review, and approval.
The Committee also monitors the effectiveness of these controls
through internal audit reviews, external audit feedback, and
management’s control self-assessment. Particular attention is
given to areas of significant judgement and estimation, such as
asset valuations, provisions, and going concern assessments,
where the Committee challenges management and seeks
external input where necessary. Where control gaps or
deficiencies are identified, management is required to agree and
implement remediation plans, which are tracked to completion
and reported back to the Committee. The Committee is satisfied
that the Group’s financial reporting controls operated effectively
during the year and that the financial statements present a true
and fair view of the Group’s financial position and performance.
The Group’s Internal Audit function
The Head of Internal Audit and Risk continues to report to the
Chair of the Committee. Various safeguards incorporated in the
revised Internal Audit Charter and Internal Audit Manual were
implemented to maintain the organisational independence and
objectivity of the Internal Audit function, particularly with regards
to the Risk, Assurance & Compliance function.
The appointed outsourced partner, PwC, continues to support
the Internal Audit function in executing the FY 2025 Internal
Audit plan.
The Committee and the Internal Audit function will also
considerin greater detail what changes are needed to address
the UK’s new Corporate Governance Code (2024) and in
particular, Code Provision 29 which will require the Board to
provide various assurances regarding the effectiveness of the
Company’s material financial and operational controls in its
FY2027 Annual Report.
The Group’s Risk Management function
FY2025 saw the continued roll-out and implementation
ofPetra’s Enterprise Risk Management (ERM). The roll-out
involved a series of workshops held across the Group to explain
management’s role in identifying, evaluating and managing risks
including the implementation of controls. Subsequent to these
workshops management has conducted numerous risk
assessments in accordance with the ERM and supported
bytheRisk, Assurance & Compliance function.
Petra continues to actively monitor KRIs to prompt management
to take necessary action where appetite and tolerance thresholds
are exceeded. Petra’s KRIs are kept under review by management
and the Committee to ensure that they align with the Company’s
Purpose, Values and Strategy and evolving risk profile. Any
changes to the KRIs require the approval of the Committee.
During FY2025, the Committee continued to consider the
potential impact of the UK Economic Crime and Corporate
Transparency Act 2023 and the measures Petra has been
implementing to ensure compliance. These measures include,
but are not limited to, assessments of Petra’s fraud risk profile,
enhanced due diligence on entities which perform or may
perform services for Petra, mapping of senior manager roles
toidentify those potentially in scope for knowledge attribution
and providing further targeted training in H2 CY 2025 to Exco
members and these individuals.
For more details on the Company’s approach to risk
management, see pages 54-64.
System of internal control
The Committee regularly reviews the adequacy and
effectiveness of the Group’s internal controls procedures and
risk management systems through regular reports from the
Group’s Head of Internal Audit & Risk and through consideration
of the external auditors’ reports to the Committee and face-to-
face discussions between the audit partner and Chair of the
Committee and Committee members, as well as, on occasion,
adhoc reports from external consultants.
For FY2025, the Group Head of Internal Audit & Risk and the
Committee remained satisfied that no material weaknesses in
internal control systems were identified. Whilst being satisfied
that controls and risk management remain appropriate for the
Group’s activities, the Committee continues to assess the
effectiveness and adequacy of the system of internal control,
riskmanagement procedures, Internal Audit resourcing and
strategy to ensure that its practices develop and remain
appropriate in line with internal audit standards. When internal
control reviews identified necessary or beneficial improvements,
appropriate steps have been taken to help ensure the control
environment is effective. This includes systems to monitor the
implementation by management of recommended remedial
actions and follow-up audits.
During the Year, the Board, with support and advice from the
Committee, reviewed the risk management and internal control
framework as described above and is satisfied that the Group’s
risk management and internal control framework accords with
current requirements under the Code.
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Fair, balanced and understandable reporting
Each year, as required by the UK Corporate Governance Code and the Committee’s Terms of Reference, the Committee advises
the Board on whether or not, in its opinion, the Annual Report is fair, balanced and understandable (FB&U) and whether or not it
provides the information necessary for shareholders to assess Petra’s position and performance, business model and strategy.
Petra has adopted the process set out below to support the Committee in making this assessment:
1
Planning
In May, the Board and ARC commented on the key themes
and focus areas for the Annual Report, with the ARC
conducting an early review of potential sensitivities for
theviability statement.
2
Internal FB&U assessment
Petra established an internal FB&U Committee consisting
ofrepresentatives from (i) the Exco and (ii) Investor Relations,
and other Senior Management.
The FB&U Committee reviewed the Annual Report with the
aim of it being fair, balanced and understandable. In addition,
the FB&U Committee identified significant statements in the
Annual Report requiring verification and oversaw the
verification process for these statements.
3
External audit
Having conducted its FY2025 audit, BDO presented the
results thereof to the Committee in September and October
2025. Feedback from BDO throughout the audit process was
incorporated into the Annual Report.
4
ARC FB&U assessment
The FB&U Committee tabled its FB&U assessment at a
Committee meeting in October 2025, convened for the
Committee to review the Annual Report. The FB&U Committee
included the outcomes of the reviews conducted by BDO.
Following its review, the Committee concluded that it was
appropriate to confirm to the Board that the FY2025 Annual
Report is fair, balanced and understandable, and provides
theinformation necessary for shareholders to assess Petra’s
position and performance, business model and strategy.
At a subsequent Board meeting, the Board then approved
theAnnual Report, which includes the FB&U statement issued
by the Directors, as set out on page 119.
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Report of the Nomination Committee
The main function of the Committee is to ensure the Board
andits Committees are appropriately constituted and have the
necessary skills and expertise to support the Company’s current
and future activities and to deliver its strategy for sustainable
success in the long-term. Below Board level, the Committee
focuses on the recruitment, development and retention of the
Board, CEOs and Exco members.
FY2025 saw two key changes to the Board, with the
appointment ofa new Chair and the Joint Interim CEOs:
• Varda Shine elected not to offer herself for re-election at Petra’s
AGM on 13 November 2024, and retired from the Board at the
conclusion of that meeting. Varda joined Petra in January 2019
and became Chair in November 2023. Initially, Varda’s
appointment was in an interim capacity, whilst a search for
apermanent Non-Executive Chair was to be conducted, but
atthe request of Petra’s largest shareholders, Varda remained
in role. Shortly prior to the FY2024 AGM, Varda notified Petra
that she would not offer herself for re-election. Varda oversaw
various changes that resulted in a smaller and more efficient
Board and helped steer Petra through a challenging diamond
market. On behalf of the Board and Petra, the Committee is
grateful to Varda for the significant contributions she has made
during her tenure and wish her every success in her future
endeavours.
• The Board appointed José Manuel Vargas as Chair of Petra
with effect from the conclusion of the FY2024 AGM, with
JoséManuel assuming the role of Chair of the Investment
Committee, with myself assuming the role of Chair of the
Nomination Committee. For more information and José
Manuel’s biography, see page 68. In his time as Chair, Petra
has been able to draw on José Manuel’s extensive executive
and Board experience across a range of sectors and he has
provided valuable finance, commercial and entrepreneurial
perspectives to the Board.
• Upon his appointment as Chair, and in light of his significant
interest in Petra, José Manuel was assessed by the Board not
to be independent. As set out in the Corporate Governance
Report, the Board recognises that Petra is not fully compliant
with the UK Corporate Governance Code as a result of this
appointment. For more information, see page 71.
• In February 2025, and by mutual agreement with Petra,
Richard Duffy resigned as Chief Executive Officer with
immediate effect. Richard led Petra for almost six years,
through significant operational challenges and an
unprecedented macroeconomic environment. The
Boardwishes Richard well in his future endeavours.
• Vivek Gadodia and Juan Kemp were appointed as Joint Interim
Chief Executive Officers, with Vivek having responsibility for
allGroup corporate matters and Juan with responsibility for
allGroup operational matters. Both Juan and Vivek report into
the Board and lead Petra’s Executive Committee, but were not
appointed as Directors. For more details and their biographies,
see page 70.
The Committee continues to assess the current skills, experience
(as summarised on pages 73-75), diversity and size of the Board.
The Committee oversaw
significantchanges in leadership
inFY2025 and is confident the
size, composition and skillset of
theBoard remains aligned with
Petra’s strategic imperatives.
Bernard Pryor
Nomination Committee Chair
Members of the Nomination Committee
1
Bernard Pryor – Committee Chair and Senior
Independent Non-Executive Director
Deborah Gudgeon- iNED
Lerato Molebatsi - iNED
1. Varda Shine served as a member of the Committee in FY 2025 until she
stepped down from the Board at the conclusion of the Company’s AGM on
13November 2024.
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Exco changes
The Committee and the Board were also kept updated
andreviewed other changes to Exco that resulted from the
restructurings undertaken by the Company during the Year.
These changes resulted in Jaison Rajan, the Operations
Executive for Finsch leaving Petra, with Juan Kemp assuming
oversight of both Finsch and Cullinan Mine. In addition, Robin
Storey was appointed as Group General Counsel and Company
Secretary in April 2025.
See page 70 for each of the Exco biographies.
Board evaluation
The Board’s annual evaluation for FY2025 was facilitated by the
Company Secretary. The evaluation consisted of each Director
completing a focused questionnaire, with the questions being
informed by the findings of the externally facilitated Board
evaluation undertaken in Q4 FY2022 and the internally
facilitated Board evaluations undertaken in Q4 FY2023 and
Q42024. The Company Secretary used the responses to the
questionnaire to compile extensive feedback which was then
shared and discussed privately between the Chair and Directors
and at a Board session to identify actions to be addressed during
FY2026. More detail around the process followed in conducting
the evaluation, as well as the results of the evaluation are set
outon page 75. I am pleased to report that the Board and its
Committees were found to be working effectively and efficiently.
Diversity
The diversity of a Board is critical to its success, and I am
pleasedto note that despite changes to the Board in FY2025,
asat 30June 2025, Petra met two out of three of the diversity
targets set out in the UK Listing Rules, as described in more
detail on page 74 and as highlighted below. As at the 30 June
2025 (and with the UK Listing Rules’ targets reference in
bracketsbelow):
• 43% of Petra’s Board are women; from 1 October 2024,
thisincreased to 50% (target: 40%);
• Our former Chair until November 2024 (Varda Shine) was a
woman (target: one of the Chair, CEO, CFO or SID should
beawoman)
• one member of our Board (25%) is from an ethnic background
other than white; (target: one Board member should be from
anethnic background other than white).
In relation to the wider workforce, the overall percentage of
women employed in the Company was 20% (FY2024: 22%).
As at 30 June 2025, there were 17% of our Senior Management
represented by women, and 35% of Management.
We have a number of initiatives in place to further increase
female representation at Petra.
Additional directorships
Non-Executive Directors must commit sufficient time to fulfil
theirduties, including, amongst others, attending Board and
Committee meetings, the AGM and other general meetings
ofthe Company, site visits, shareholder meetings and informal
Board events. They are also expected to review all relevant
papers before meetings and must seek the Chair’s approval
before taking on additional commitments that may affect their
availability at Petra.
In July 2025, Deborah Gudgeon was appointed as a Non-
Executive Director of Valterra Platinum, a mining company listed
on the Johannesburg Stock Exchange. The Chair confirmed with
Deborah that she would be able to undertake this role without
affecting her responsibilities at Petra or causing a conflict of
interest.
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Nomination Committee role and activities
The principal functions of the Nomination Committee are listed below, along with the corresponding activity and performance
inFY2025. In addition to the below, the Committee carried out its annual review of its Terms of Reference.
Role Activities in FY2025 Outcomes
To review the structure, size
and composition of the Board
(including appropriate skills,
knowledge, experience and
diversity), and to make
recommendations to the Board
with regard to any changes.
The Committee continued to review the size andefficiency
ofthe Board, particularly following feedback from its Board
Evaluation process and certain major shareholders that the
Board at the start of FY2024 was too large with too many
Board Committees.
This resulted in various changes to the Board in H1 FY2024
and H1 FY2025 which saw the Board reduce to four.
The Committee will continue to
makerecommendations regarding the
Board and its Committees and Senior
Management composition and
structures.
The FY2024 and FY2025 board
evaluation and stakeholder feedback
supports the current size and
composition of the Board.
To identify, nominate and
recommend, for the approval
of the Board, appropriate
candidates to fill Board,
Committee and Exco vacancies
as and when they arise.
Varda Shine was appointed as Non-Executive Chair and
Bernard Pryor was appointed as Senior Independent Non-
Executive Director, in each case, with effect from 14 November
2024. José Manuel Vargas was appointed as a non-independent
NED with effect from 1 January 2024 and as Chair from
13November. Bernard Pryor was appointed as Remuneration
Committee Chair and Lerato Molebatsi was appointed as
Safety, Health and Sustainability Committee Chair, in each
case, with effect from 1 January 2024.
Johan Snyman was appointed as Chief Financial Officer
witheffect from 1 October 2024, following the resignation
ofJacques Breytenbach as Chief Financial Officer, which
wasannounced in March 2024.
The Board continued to benefit from its two Board Observers.
Alex Watson was appointed as Board Observer with effect
from 17 February 2024, when she stepped down as a Director.
In May 2024, Amre Youness (principal owner of the Terris Fund
SPC, the Company’s largest shareholder) was also appointed
as a Board Observer.
The Committee will continue to
consider candidates to fill Board,
Committee and Exco vacancies,
asand when these arise.
To satisfy itself, with regards
tosuccession planning, that
plans are in place with regards
to both Board and Senior
Management positions.
The Committee continued to focus on succession planning,
although this was disrupted by the organisational restructuring
which took place during the Year.
As part of our succession practices,
and particularly following completion
of the organisational restructuring
during the Year, the Nomination
Committee will continue to review
programmes in place to assimilate
talent into leadership and specialist
positions.
To recommend to the
Boardthe re-election by
shareholders at the AGM
ofany Director under the
retirement and re-election
provisions of the Company’s
Bye-Laws.
An annual Board evaluation exercise took place
duringtheYear, facilitated by the Company Secretary.
An annual Board evaluation exercise took place
duringtheYear, facilitated by the Company Secretary.
The overall result of this evaluation was positive, with it being
concluded that Petra continues to have an effective and high
performing Board as well as highlighting certain areas for
further improvement. See pages 74 and 75.
Each Director was considered to
remain effective and will be proposed
by the Committee for re-election to
the Board at the FY2025 Annual
General Meeting.
Bernard Pryor
Nomination Committee Chair
16October 2025
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Report of the Safety, Health
and Sustainability Committee
Petra has always been committed to upholding strong health
andsafety, social and environmental standards. Established in
FY2024 and following changes to promote a smaller and more
efficient Board, the Board constituted the Safety, Health and
Sustainability Committee (the Committee).
I am pleased to present the FY2025 report for the Committee,
my second as Chair.
The Committee’s role and responsibilities
The Committee is responsible for, amongst other things,
assessing the effectiveness of Petra’s frameworks, policies,
procedures, and systems related to safety, health, social,
andenvironmental matters and that they comply with legal
requirements. It reviews any material non-compliance with
suchframeworks, policies, procedures and systems, considers
technical developments in relevant fields, and provides strategic
guidance on their impact. The core areas of focus for the
Committee include, amongst other items:
• Health and safety: the Committee oversees the
implementation of a recognised safety and health
management system, reviews compliance and performance
audits and monitors the Group’s response to regulatory
instructions. It closely reviews reports on injuries, incidents,
and accidents and ensures that management responds to
these appropriately.
• Social: the Committee monitors the implementation and
performance of community and social investment projects,
evaluates the Group’s organisational culture, oversees
stakeholder engagement and reviews Group initiatives to
promote diversity. It reviews engagements with the workforce,
including trade unions.
• Environmental: the Committee considers the impact of
climate-related risks and opportunities on the Group’s
business and strategy, monitors the implementation of the
Group’s Environmental Management Policy and reviews
periodic environmental reports. It oversees the quality of the
Group’s reporting to stakeholders and evaluates compliance
and performance through the results of audits. It ensures the
Company’s sustainability approach aligns with the United
Nations Sustainable Development Goals (SDGs).
• Performance, risk management and reporting: the Committee
assesses the Group’s performance on decisions affecting
employees, communities and stakeholders and monitors
grievance mechanisms and their effectiveness. It approves
sustainability and ESG objectives and Key Performance
Indicators (KPIs), and reviews performance against such
objectives and KPIs. It ensures subsidiaries have systems
torecord and report statistical data for legal and regulatory
purposes, meeting high assurance standards. It provides
oversight through monitoring material risks related to safety,
health, social and environmental matters and communicates
them to the Audit and Risk Committee. Finally, the Committee
oversees and reviews the Group’s public disclosures on
health, safety and sustainability matters.
We acknowledge that this Year we
had a number of challenges that
impacted on performance, however
the health and safety of Petra
employees remains a priority.
Thesafeguarding of the
environment for future generations
and the interests of our
communities and stakeholders are
core to Petra’s licence to operate.
The Committee ensures that the
Board is fully apprised of any issues
which may impact Petra’s licence
tooperate.
Lerato Molebatsi
SHS Committee Chair
Members of the SHS Committee
1
Lerato Molebatsi – Committee Chair and iNED
Bernard Pryor – Senior iNED
1 Varda Shine and Richard Duffy served as members of the Committee during
FY 2025 until they stepped down from the Board, on 13 November 2024 and
17February 2025 respectively.
CORPORATE GOVERNANCE REPORT / CONTINUED
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Committee discussions in FY2025
The Committee met four times in FY2025. At each meeting, the
Committee reviewed, as standing agenda items, the following:
Health and safety
• Group performance in relation to safety, occupational health
and employee wellness, including reviewing the Group’s
performance against safety and health KPIs
• Significant changes in the Group’s safety risk, with this risk
being a principal risk of the Group
• Summaries of the Group’s LTIs, NLTIs, dangerous occurrences
and HPIs
• Occupational disease and dust monitoring data
• Regulatory instructions issued by the DMRE
• GISTM compliance progress
Sustainability
• Group performance in relation to social and environmental
matters, including performance against social and
environmental KPIs
• Movement in principal risks relating to Licence to Operate
(regulatory, social impact and community relations) Labour
Relations, the Environment and Climate Change, with these
risks being deemed principal risks of the Company
• Monitoring progress made in reducing GHG Scope 1 & 2
emissions by 35-40% by 2030 (against its 2019 base line)
andour Net Zero 2050 target
• Petra’s performance against its SLP projects, including
LocalEconomic Development spending
• Amendments and updates to key legislation relating
tosustainability, including, for example, South Africa’s
Employment Equity Act and Mining Charter
• Changes in union membership
• Implementation and monitoring of performance in respect
ofthe Petra Culture Code, including suggested actions
• Updates on Group performance in respect of diversity,
including diversity initiatives conducted by Petra
• Performance of Petra’s multi-stakeholder engagement forums,
including a quantitative and qualitative assessment of Petra’s
stakeholder engagements
• Grievances registered with Petra’s operational grievance
mechanisms
• Training and development and community training spend
• Illegal miner incursions at the Williamson mine, involving
security personnel at the mine and actions to improve security
at the mine, noting that going forward this will be the
responsibility of the new owner
• Implementation of the IGM at Williamson, including, amongst
others, updates on the IGM’s progress in resolving the
grievances lodged and the key findings of the Independent
Monitors’ biannual reviews of the IGM and actions being taken
to address these
• Implementation of the Restorative Justice Projects at Williamson
In addition to the standing agenda items, the Committee also
reviewed and discussed the following matters during FY2025:
• Restructurings: the Committee monitored the implementation
and organisational impact of retrenchments across Petra’s
operations (Cullinan Mine, Finsch and Group), including impacts
on workforce morale, safety and employment equity targets
• Mining Charter reporting: the Committee reviewed Petra’s
Mining Charter and Social Labour Plan annual submissions to
the DMPR, including Petra’s scoring against its reporting criteria
• Safety performance and campaigns: While Petra remained
fatality-free for 8 consecutive years (15 million shifts), the
Committee closely reviewed a rise in LTIFR and NLTIFR
metrics, largely due to reduced man-hours post-restructuring.
Safety campaigns, increased management presence, and
seasonal awareness efforts were supported across operations
• Industry recognition: The Committee was briefed on the
accolades that Petra Diamonds’ Operations received at the
prestigious Mine Safe awards. The Committee noted and
wasvery proud of Cullinan Mine and Finsch for receiving
awards– Cullinan Mine received the top Honour for Best
Safety Performance in Class (Diamond Mines), while Finsch
was recognised with three awards for Most Improved Safety
Performance; Best Performance in Occupational Medicine
andBest Performance in Occupational Hygiene for a second
consecutive year
• Tuberculosis (TB) outbreak: The Committee received updates
on a TB outbreak at Finsch, and endorsed Petra’s swift
containment actions, which included suspension of contractor
teams, extensive testing (over 340 individuals), and collaboration
with health authorities to manage and limit the impact of the
outbreak which started with a non-occupational TB case
• GISTM compliance: the Committee regularly reviewed Petra’s
progress in implementing the Global Industry Standard on
Tailings Management (GISTM)
• Revision of policies: the Committee reviewed changes to the
Group’s Workplace Harassment, Bullying, Victimisation and
Gender Based Violence policy
• Sustainability Report and TCFD Statement: the Committee
reviewed and approved the FY2024 Sustainability Report
andTCFD disclosures in the FY2024 Annual Report
• Contractor management: the Committee raised with
management ways in which the safety performance of
contractors at the Cullinan and Finsch mines could be
furtherenhanced
• ISO certification: the Committee reviewed the ISO certification
of each of the Group’s operations
• Integrated Mine Closure: the Committee received updates
onthe Group’s approach to integrating mine closure within
life-of-mine planning
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• Enterprise and Supplier Development (ESD): The Committee
discussed risks to ESD delivery due to cost-cutting measures
and contracting strategy changes. Ongoing monitoring and
mitigation planning were endorsed
• Critical controls review: the Committee reviewed the Group’s
critical controls in relation to Significant Unwanted Events and
the implementation plan in relation thereto
• Legislative monitoring: The Committee was briefed on
proposed amendments to the Mine Health and Safety Act,
including the introduction of corporate manslaughter
provisions. Petra’s engagement through the Minerals
Counciland its own legal review process was endorsed
Lerato Molebatsi
Safety, Health and Sustainability Committee Chair
16October 2025
CORPORATE GOVERNANCE REPORT / CONTINUED
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Report of the Investment Committee
Members of the Investment Committee
1
José Manuel Vargas – Committee Chair
andNon-Executive Chair
Bernard Pryor – Senior iNED
Deborah Gudgeon – iNED
Lerato Molebatsi – iNED
The Investment Committee’s
mandate is to monitor the
Company’s capital allocation
decisions taking into account
theinterests of the Company
andall its stakeholders.
José Manuel Vargas
Investment Committee Chair
I am pleased to present the report of the Investment Committee
(the Committee) for the Financial Year ended 30 June 2025.
Mandate and responsibilities
The Committee was established following the capital
restructuring completed in March 2021 to support robust
governance over significant capital allocation decisions.
TheCommittee is responsible for:
• Considering and approving capital expenditure and investment
proposals between US$7.5 million and US$15.0 million;
• Recommending proposals above US$15.0 million to the Board;
• Reviewing disposals of material assets;
• Monitoring the progress of major capital projects, including
post-implementation reviews;
• Approving internal capital governance processes and
recommending group-wide capital expenditure and
investment policies.
The Committee continues to exercise its mandate with a focus on
capital discipline, value optimisation, and strategic alignment and
strategic alignment in line with our capital allocation framework
Committee composition and meetings
As at the date of this report, the Committee comprises:
• José Manuel Vargas – Committee Chair and Non-Executive
Chair
• Bernard Pryor – Senior Independent Non-Executive Director
• Deborah Gudgeon – Independent Non-Executive Director
• Lerato Molebatsi – Independent Non-Executive Director
The Committee met formally once during FY2025. Given
thecomposition of the Board and the overlap of Committee
membership, relevant matters were also discussed at Board
levelthroughout the year.
Progress on life extension projects
Following the revised life-of-mine (LOM) plans approved in
FY2024, the Committee oversaw significant progress at both
theCullinan Mine and Finsch, where execution continued on
life-extension capital projects that had previously been partially
deferred due to market constraints.
Cullinan Mine
At Cullinan Mine, FY 2025 marked continued execution of its
capital projects in line with the updated life-of-mine and capital
development profiles announced at the Investor Day in June 2024.
• CC1E execution progressing well, with production commencing
from CC1E towards the end of FY 2025, ramping up during
FY2026.
• Further optimisation of the capital profile at Cullinan Mine
resulting in infrastrucutre related savings in the latter part
ofthe guidance period.
• C-Cut Ext 1&2 development on track as per the revised life
ofmine plan.
1. Varda Shine and Richard Duffy served as members of the Committee during
FY 2025 until they stepped down from the Board, on 13 November 2024 and
17February 2025 respectively.
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These developments support the continued build-up of high-
grade production tonnes and improve operational flexibility.
TheCommittee unanimously recommended to the Board the
updated capital development profile of the previously approved
life extension projects. The updated capital profile results in an
indicative capital spend of c. US$148 million to US$160 million
inFY 2026 money terms for the guidance period of FY 2026 -
FY2030.
Finsch
FY 2025 saw a major shift at Finsch, both with shifting
theoperations from a continuous operation to a two shift
configuration. FY 2025 also marked the re-start of capital
development at Finsch following capital deferrals in the
previousfinancial year.
• Shift System optimisation: A revised shift cycle was
introduced across operations and projects, which materially
improved equipment reliability and system stability.
• 81L (recovery level): Infrastructure development was
completed to enable early production.
• 86L development: Development commenced on Phase 1
ofthe new 3-Level SLC (LB5), with all breakaways initiated
asplanned.
• LB5 mining sequence redesign: The Committee noted the
adoption of a phased development and production approach
to optimise resource deployment during the build-up phase.
• 78L Phase 2: Fully implemented and contributing production.
These activities are critical to sustaining production and
unlocking value from the deeper orebody, consistent with
therevised life-of-mine plan.
The Committee unanimously recommended to the Board the
updated capital development profile of the previously approved
life extension projects. The updated capital profile results in an
indicative capital spend of c. US$118 million to US$128 million
inFY 2026 money terms for the guidance period of FY 2026 -
FY2030.
Disposal of the Williamson mine
In line with its oversight responsibilities for material asset
disposals, the Committee reviewed and recommended to
theBoard for approval the divestment of Petra’s interest in the
Williamson mine in Tanzania. The Company’s strategic focus
informed the decision on optimising its core South African asset
base, enhancing capital efficiency, and reducing operational and
jurisdictional complexity. This was also reflected in the decision
to sell Koffiefontein, which concluded at the start of the Year.
The Committee evaluated the commercial terms of the disposal,
the anticipated proceeds, and the potential future liabilities
associated with legacy matters. It further considered the
strategic rationale, including the transaction’s alignment with
Petra’s capital allocation priorities and deleveraging objectives.
Following due consideration, the Committee concluded that the
disposal would support the long-term financial and operational
focus of the Group and provide balance sheet flexibility to
support reinvestment in the Cullinan Mine and Finsch life
extension programmes.
Governance and capital discipline
Throughout FY2025, the Committee maintained oversight
ofproject performance through internal investment progress
schedules, reviewed key post-implementation learnings, and
ensured alignment with Petra’s capital governance framework.
All major projects remained within approved parameters and
nomaterial deviations were noted.
Looking ahead
In FY2026, the Committee’s focus will remain on disciplined
capital execution and risk-managed implementation of the
Cullinan Mine and Finsch life extension programmes. The
Committee will also continue to monitor future growth options,
including further phases of CC1E and C-Cut at Cullinan Mine
andthe potential development of the 92–100L block at Finsch.
The Committee reaffirms its commitment to ensuring that Petra’s
capital allocation decisions support long-term value creation for
shareholders and sustainable benefits for all stakeholders.
José Manuel Vargas
Investment Committee Chair
16October 2025
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Letter from the Remuneration Committee Chair
Members of the Remuneration Committee
Bernard Pryor – Committee Chair and Senior iNED
Deborah Gudgeon – iNED
Lerato Molebatsi – iNED
We remain committed to a
remuneration framework that
supports performance, reinforces
accountability, and reflects the
evolving needs of the business.
Bernard Pryor
Remuneration Committee Chair
Key highlights
• Vivek Gadodia and Juan Kemp were appointed as Joint Interim
CEOs following the departure of Richard Duffy during February
2025. The Committee has reduced the annual bonus and PSP
opportunities of the Joint Interim CEOs to recognise the
interim and shared nature of the roles.
• Richard Duffy’s leaving arrangements were in-line with the
Directors’ Remuneration Policy and took into account the
upcoming restructuring of Petra’s debt.
• Recognising the continued operational and financial
challenges over the past two Years, Management, with
support from the Board, decided to defer a decision on the
payment of annual bonuses for FY 2025 until after successful
conclusion of the Group’s debt refinancing, expected to
conclude in Q4 CY 2025.
• Similarly, the Board also deferred a decision on the vesting
ofthe FY 2023 to FY 2025 awards until after the refinancing
ofthe Group’s debt. At that point the Board will consider the
underlying financial and non-financial performance of the
Group over the vesting period, in relation to a potential
vestingpercentage.
• The Committee is proposing to introduce the Warrant Incentive
Plan, designed in consultation with a working group of bond
holders to incentivise the delivery of long-term share price
growth.
Dear shareholder,
As Chair of the Remuneration Committee (the Committee) I am
pleased to present our Directors’ Remuneration Report for the
financial year ended 30 June 2025.
CEO transition
On 17 February 2025 Vivek Gadodia and Juan Kemp were
appointed Joint Interim Chief Executive Officers, following
Richard Duffy’s departure as Chief Executive Officer and
Director. Vivek has responsibility for all Group corporate matters
and Juan has responsibility for all Group operational matters.
Vivek and Juan have been appointed with total fixed pay of
$325,000 each, which is c.58% below Richard’s total fixed
payinrecognition of the joint and interim nature of their roles.
Inaddition, the Committee has set their annual bonus and PSP
opportunities at 125% of base salary, below the normal executive
director opportunities of 150% of salary. They were not appointed
as Directors.
After almost six years as Chief Executive Officer, Richard Duffy
resigned by mutual agreement on 17 February 2025. Richard’s
remuneration arrangements take into account the upcoming
restructuring of Petra’s debt that matures in March 2026.
Furtherdetails on Richard’s leaving arrangements are set
outonpage 105.
CFO transition
As disclosed in the FY2024 Annual Report, Jacques Breytenbach
resigned as Chief Financial Officer and Director for personal
reasons and stepped down on 30 September 2024. Full details
of his departure arrangements were disclosed in the FY2024
Annual Report.
99
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Remuneration outturns for FY2025
Recognising the continued operational and financial challenges
over the past two Years, Management, with support from the
Board, decided to defer a decision on the payment of annual
bonuses for FY 2025 until after successful conclusion of the
Group’s debt refinancing, expected to conclude in Q4 CY 2025.
The FY2023 PSP awards are due to vest at 26.7% of maximum in
respect of the three year period ending in FY2025. This modest
outturn reflects that share price appreciation targets were not
met but that there was some achievement against the operational
and sustainability performance targets over the three years.
Further details are provided on page 104. Similarly, the Board
alsodeferred a decision on the vesting of the FY 2023 to
FY2025 awards until after the refinancing of the Group’s debt.
Atthat point the Board will consider the underlying financial and
non-financial performance of the Group over the vesting period,
in relation to a potential vesting percentage
The Committee considers that the Remuneration Policy operated
as intended in respect of FY2025.
Implementation of the Policy for FY2026
The Board have agreed that any decisions on increases to
theSenior Management and Non-Executive Directors’ fees
aredeferred until after completion of the debt refinancing in
Q4CY2025. The average fixed pay increase for the South
African workforce was c. 5-6% in local currency for FY2025.
Management, with agreement from the Board, will redesign the
FY 2026 annual short term incentive plan to align the plan more
closely to shareholder value creation. It is expected that the
revised plan will be implemented soon after conclusion of the
planned refinancing of the Group’s debt. Further details are
onpage 112.
Similarly, the Board will revisit the design of the current PSP
framework, which is expected to be implemented after the
conclusion of the planned refinancing of the Group’s debt.
TheCommittee continue to recognise the importance of
responsible ESG management, and as such ESG metrics
mayform part of both the annual bonus and PSP for FY 2026.
Taking into account the current share price a cap will operate
onoutturns to guard against windfall gains. Further details
areonpage 105.
Introduction of Warrant Incentive Plan
The Committee is proposing to introduce the Warrant Incentive
Plan as part of the Refinancing agreed with certain financial
stakeholders. Subject to approval, this plan will allow the
granting of warrants to the Joint Interim CEOs and the Company
Chair and has been designed, in consultation with a working
group of bond holders to incentivise the delivery of long-term
share price growth. The plan rules and an updated Directors’
Remuneration Policy will both be subject to shareholder
approval. A summary of the plan rules is set out in the Rights
Issue Prospectus and the Remuneration Policy is set out on
pages 112-118 of this Annual Report.
The warrants will have an exercise price of 35p and will
vest one-third at each anniversary of the completion of the
FY2026 Refinancing, with one-third vesting on completion
oftheRefinancing, the second third on the first anniversary
ofthe Refinancing and the last third on the second anniversary.
The warrants will have an exercise period of four years from
grant and will be subject to malus and clawback provisions
forfive years from grant.
2025 Annual General Meeting
Last Year the Committee was pleased to note that 100% of
shareholders voted in favour of the Directors’ Remuneration
Report. I would like to take this opportunity to thank shareholders
for their continued support.
Bernard Pryor
Remuneration Committee Chair
16October 2025
CORPORATE GOVERNANCE REPORT / CONTINUED
100
Petra Diamonds Limited Annual Report and Financial Statements 2025

This report explains how the Company’s Directors’ Remuneration Policy was implemented during FY2025 and how the Directors’
Remuneration Policy (as set out on pages 112-118 of the 2025 Annual Report) will be applied for FY2026:
Overview of policy and how it will be applied for FY2026
Salary
Influenced by role, individual
performance, experience and
market positioning.
The Joint Interim CEOs have been appointed with total fixed pay of US$325,000 each. This amount
covers their salary, flexible benefits and pension. The base salaries shown below reflect their individual
choices around their flexible benefits:
• Joint Interim CEO: Vivek Gadodia – US$302,000 (FY 2025: US$302,000)
• Joint Interim CEO: Juan Kemp – US$298,000 (FY 2025: US$298,000)
Taking into account their recent appointment, the Committee determined that the Joint Interim CEOs
would not be eligible for a salary increase for FY 2026. For reference, the average fixed pay increase
forthe workforce in South Africa for FY 2026 is around 5-6% in local currency.
Benefits
Provision of an appropriate level
of benefits for the relevant role
and local market.
The Joint Interim CEOs’ total fixed pay covers both their pension and other benefits. The Joint Interim CEOs
may elect to participate in the Company’s defined contribution pension scheme in line with the wider
workforce. They also receive Group life, disability and critical illness insurance.
Annual bonus
Linked to key financial,
operational, ESG and strategic
goals of the Company, which
reflect critical factors of success.
Taking into account the nature of the roles, the Joint Interim CEOs are eligible for a reduced maximum
bonus opportunity for FY2026 of 125% of salary.
Management, in agreement with the Board, will redesign the FY 2026 annual short term incentive plan
toalign the plan more closely to shareholder value creation. It is expected that the revised plan will be
implemented soon after conclusion of the planned refinancing of the Group’s debt.
Annual bonus will be subject to a clawback provision, which may apply for up to two years following
theend of the performance period.
Performance Share Plan
Aligned with shareholders and
motivating the delivery of
long-term objectives.
Taking into account the nature of the roles, the Joint Interim CEOs will be granted a reduced PSP award
for FY2026 of 125% of salary. Similar to the annual bonus, the Board will revisit the design of the current
PSP framework, which is expected to be implemented after the conclusion of the planned refinancing
ofthe Group’s debt. The Committee continue to recognise the importance of responsible ESG
management, and as such ESG metrics may form part of both the annual bonus and PSP for FY 2026.
PSP awards are subject to a two year holding period post-vesting to further align executive remuneration
to shareholder interests. The PSP is subject to a clawback provision, which applies for up to two years
following the end of the relevant performance period.
Warrant Incentive Plan
Incentivise delivery of long-term
share price growth.
The Joint Interim CEOs and Company Chair would be granted 11.25 million warrants. The warrants
willhave an exercise price of 35p and will vest one-third at each anniversary of the completion of
theFY2026 Refinancing. The warrants will have an exercise period of four years from grant and will
besubject to a malus and clawback provision.
Shareholding guidelines
Aligned with shareholders.
Shareholding guidelines of 200% of salary.
Post-employment shareholding requirements apply.
Directors’ Remuneration Report
101
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

The following table provides details of how the Remuneration Policy addresses the factors set out in Provision 40 of the 2018 UK
Corporate Governance Code:
Clarity
Remuneration arrangements should be
transparent and promote effective engagement
with shareholders and the workforce.
The Committee is mindful of ensuring that our remuneration arrangements are clear and
transparent for both participants and shareholders.
Simplicity
Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand.
Petra’s remuneration framework is simple, consisting of fixed remuneration, an annual
bonus and a single Long Term Incentive Plan.
Risk
Remuneration arrangements should ensure
reputational and other risks from excessive
rewards, and behavioural risks that can arise
from target-based incentive plans, are identified
and mitigated.
The Committee takes risk factors into account when setting and assessing remuneration
arrangements. The performance framework includes a balanced range of measures
which include operational, financial and ESG measures.
The remuneration framework provides the Committee with discretion to adjust incentive
outturns or to clawback remuneration in certain circumstances.
Proportionality
The link between individual awards, the delivery
of strategy and the long-term performance of the
Company should be clear. Outcomes should not
reward poor performance.
In order to align Executive pay with performance, two of the overarching principles of our
Policy are that remuneration packages should be weighted towards performance-related
pay and that performance targets should be suitably demanding.
The Committee has a track record of applying discretion to amend awards where they
do not consider them to be appropriate in the context of performance.
Alignment to culture
Incentive schemes should drivebehaviours
consistent withCompany purpose, values and
strategy.
The Company’s values, purpose and culture are reflected in remuneration outcomes.
Salary increases for Executives typically take account of the wider workforce. Pension
benefits are aligned to the workforce. Both the annual bonus and PSP include metrics
linked to Petra’s ESG and sustainability strategy, including health, safety, social and
environmental performance.
Single figure of total remuneration
The following table gives a breakdown of the remuneration received by the Executive Directors and the Joint Interim CEOs for FY2025
and FY2024. Although the Company’s reporting currency is US Dollars, these figures are stated in Pounds Sterling for the outgoing
Directors and US Dollars for the new Joint Interim CEOs so as to be aligned with the Directors’ and officers’ service contracts.
Vivek Gadodia
Joint Interim
Chief Executive Officer
1
Juan Kemp
Joint Interim
Chief Executive Officer
1
Richard Duffy
Former Chief Executive Officer
2
Jacques Breytenbach
Former Chief Financial Officer
2
2025
US$
2024
US$
2025
US$
2024
US$
2025
£
2024
£
2025
£
2024
£
Salary 113,264 – 111,659 – 299,744 479,590 213,153 319,730
Benefits
3,6
4,574 – 5,433 – 47, 853 59,702 93,950 27,715
Retirement benefits
3
4,037 – 4,783 – – – 8,089 12,106
Total fixed remuneration 121,875 – 121,875 – 3 47, 597 539,292 315,192 359,551
Annual bonus – paid in cash – – – – – – – –
Long-term incentives
4,5
– – – – – 71,567 – 47,711
Total variable remuneration – – – – – 71,567 – 47,711
Total 121,875 – 121,875 – 3 47,597 610,859 315,192 407, 262
1. Mr Gadodia and Mr Kemp were appointed as Joint Interim Chief Executive Officer effective 17 February 2025 to 30 June 2025 and the table reflects their 2025 remuneration in
theseroles for the period. They both report into the Board and lead Petra’s Executive Committee but were not appointed as Executive Directors. Their base cost is US$ dollars
ofUS$325,000 respectively.
2. Mr Duffy resigned as Chief Executive Officer on 17 February 2025 and Jacques Breytenbach resigned as Chief Financial Officer on 30 September 2024. The figures in the table
abovereflect remuneration to their respective departure dates. Included in the salary values for FY 2025 are leave payout on resignation.
3. The Joint Interim CEOs receive total fixed pay of US$325,000 each. This amount covers their salary, flexible benefits and pension and the allocation shown in the table above reflects
their individual choices. Other than membership of the Group management life insurance scheme (which includes disability and critical illness), the Joint Interim CEOs are not provided
with any further benefits and may elect, at their own discretion, to participate in the Company’s defined contribution pension scheme that applies to the Group’s South African
workforce, limited to 7.5% of salary.
4. As explained in the Remuneration Committee Chair’s statement, the Board decided to defer a decision on the payment of annual bonuses for FY 2025 and on the vesting of the
FY2023 to FY 2025 PSP until after completion of the Refinancing. As a result, amounts are not included in the single figure table.
5. The performance period for the FY2022 PSP awards granted on 12 January 2022 ended on 30 June 2024. The awards vested at 22.3% of maximum. The values included in the table
above are based on the share price on the date of vesting (27 September 2024) of 27.1 pence. As this is below the share price at grant, none of the amounts in the table above are
attributable to share price appreciation. Note that as the FY2022 PSP awards vested after the FY2024 Annual Report was published, the amounts used in the FY2024 Annual Report
were based on the three-month volume weighted average share price to 30 June 2024 of 42.6 pence, rather than the share price on the day of vesting (27 September 2024) which
was 27.1 pence.
6. Richard Duffy and Jacques Breytenbach received payments in respect of accrued but untaken annual leave. Richard Duffy received £37,628 and Jacques Breytenbach received £85,197.
DIRECTORS’ REMUNERATION REPORT / CONTINUED
102
Petra Diamonds Limited Annual Report and Financial Statements 2025

Additional notes to the remuneration table
Salary
The Joint Interim CEOs have been appointed with total fixed pay of US$325,000 each. This amount covers their salary, flexible
benefits and pension. The base salaries shown below reflect their individual choices around their flexible benefits:
Base
salaryfrom
1 July 2024
£
Base
salaryfrom
1 July 2025
US$
Vivek Gadodia (Joint Interim CEO from 17 February 2025) N/A 302,000
Juan Kemp (Joint Interim CEO from 17 February 2025) N/A 298,000
Richard Duffy (CEO until 17 February 2025) 479,590 N/A
Jacques Breytenbach (CFO until 30 September 2024) 319,730 N/A
Taking into account their recent appointment, the Committee determined that the Joint Interim CEOs would not be eligible for a salary
increase for FY 2026. For reference, the average fixed pay increase for the workforce in South Africa for FY 2026 is around 5-6% in
local currency.
Benefits
The Joint Interim CEOs’ total fixed pay covers both their pension and other benefits. Other than membership of the Group management
life insurance scheme (which includes disability and critical illness), the Joint Interim CEOs are not provided with any further benefits
and may elect, at their own discretion, to participate in the Company’s defined contribution pension scheme that applies to the
Group’s South African workforce.
Annual bonus
The annual bonus plan is designed to reward and incentivise performance over the financial year. The bonus framework uses a balanced
scorecard approach, linked to the financial, operating and strategic objectives of the Company (with a weighting of 70% of the bonus
award), and individual strategic performance measures with a weighting of 30%. The maximum bonus for the Executive Directors for
delivery of exceptional performance is capped at 150% of base salary. Neither of the former Executive Directors were eligible for an annual
bonus in respect of FY2025. The Joint Interim CEOs were eligible for a reduced maximum bonus opportunity for FY2025 of 125% of salary.
Although some progress was made against our annual targets during the Year, Management has decided to defer a decision on the
payment of the annual bonus in respect of FY 2025 for all participants until after the completion of the Group’s debt refinancing. This
decision takes into account the ongoing focus on cost savings as well as the recent shareholder experience. Although the decision
has been deferred, in the interests of transparency, the following table sets out the key scorecard targets and the Group’s performance
against those targets. The Committee and the Board have considered the retrospective disclosure of targets and have disclosed
targets where this is not considered to be commercially sensitive.
Performance metrics Performance and targets
Scorecard
weighting
Vesting
outcome
Operational efficiencies
and profitability (including
free cashflow generation,
carat production, capex
and cost management)
Threshold Target Maximum
FY2025
performance Weighting
Free Cash Flow (US$m) 55.8 62 68.2 27.9 50%
Capex (outof10) 6 8 10 9 20%
70% 13.8%
Sustainability measures
(including health, safety,
social and environmental
performance)
Threshold Target Maximum
FY2025
performance Weighting
LTIFR
1
0.24 0.21 0.18 0.28 10%
TIFR 0.60 0.52 0.44 0.74 5%
Energy intensity per
tonne (kWh/t)
2
50.3 47.9 43 .1 51.14 5%
Water intensity per
tonne (m
3
/t)
2
0.41 0.39 0.35 0.52 5%
Social Performance
2
R29.5m R33.2m R36.9m R113.9 m 5%
1. The outcome of the health and safety measures for FY2025 was also subject to maintaining zero fatalities for the
Year, which was achieved.
2. Theoutcome for the environmental measures was also subject to there being no major environmental
incidentsandthe outcome for the social measures was also subject to there being no major social incidents.
30% 5%
Indicative Bonus Award – Group Scorecard (70% weighting) 100% 18.8%
Indicative Bonus Award to Joint Interim CEOs – Group Scorecard Contribution 70% 13.16%
103
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Annual bonus for FY2026
For FY2026, the Joint Interim CEOs will be eligible for a reduced Executive Director maximum bonus opportunity of 125% of salary.
The Committee will continue to use a scorecard framework to determine annual bonuses. Management, with agreement from the
Board, will redesign the FY 2026 annual short term incentive plan to align the plan more closely to shareholder value creation.
Itisexpected that the revised plan will be implemented soon after conclusion of the planned refinancing of the Group’s debt.
Long-term incentives – Performance Share Plan
Annual long-term share awards are granted under the Performance Share Plan, approved at the 2021 AGM, with vesting conditional
on the achievement of both shareholder return and operational measures.
FY2023 to FY2025 award – vesting outcome
The long-term incentive outturn post-Period end relates to the awards granted under the PSP in respect of FY2023 subject to
performance measures assessed over three years. These awards were linked to absolute share price growth (30%), to cashflow
generation and net debt (30%), to sustainability performance (15%) and to operational performance and efficiencies (25%). Following
the end of the performance Period, the Committee assessed performance achieved against the pre-determined measures and targets.
Total shareholder return (30%)
Performance measure Weighting
25% of
elementvests
1
100% of
elementvests
Actual
performance
Absolute share price growth 30% 50% 100% Below threshold
0% vested
Vesting outcome for this element 0% out of 30%
1. No portion of an element vests for performance below this threshold level.
Cashflow generation and net debt (30%)
Weighting
25% of
elementvests
1
100% of
elementvests
Actual
performance
Operational free cashflow 15% US$110.6m US$271.7m -US$28.6m
Net debt/(Net cash): EBITDA ratio 15% 1.0x -0.2x 9.7x
Vesting outcome for this element 0% out of 30%
1. No portion of an element vests for performance below this threshold level.
Sustainability performance (15%)
Performance measure Weighting
25% of
elementvests
1
100% of
elementvests
Actual
performance
GHG 2030 execution roadmap with milestones 15% 10% 15% 15%
Vesting outcome for this element 15% out of 15%
1. No portion of an element vests for performance below this threshold level.
Operational performance and efficiencies (25%)
Weighting
25% of
elementvests
1
100% of
elementvests
Actual
performance
Cumulative tonnes treated (million) 8.75% 37.3 43.5 33.6
Cumulative carats recovered (million) 8.75% 9.8 11.5 8.3
Opex and capex efficiencies 7.5% 6 10 7
Vesting outcome for this element 3.3% out of 25%
Overall indicative vesting outcome for FY2023 to FY2025 awards 18.3% out of 100%
1. No portion of an element vests for performance below this threshold level.
Opex and capex efficiencies were measured considering an assessment of actual progress of the four life extension projects currently
underway in the Group (being the CC1-East SLC and C-Cut Extension projects at Cullinan Mine, and the 78-Level Phase 2 and
90-Level SLC projects at Finsch) measured against approved project schedules, cost performance considering achieved progress
ofthese extension projects and operational cost efficiencies against approved budgets over the three year period. The impact of
theFY2024 decisions to defer capital projects and reduce operating costs were included in the measurements. Further details
ofperformance at each site are set out in the Operational Review on pages 12-17.
The Board deferred a final decision on the vesting outcome until after the successful completion of the Group’s Refinancing.
DIRECTORS’ REMUNERATION REPORT / CONTINUED
104
Petra Diamonds Limited Annual Report and Financial Statements 2025

FY 2025 awards
The Joint Interim CEOs’ PSP awards have been set at a reduced level of 125% of salary (from 150% for the previous Executive Directors).
Their FY 2025 awards are subject to the performance conditions as disclosed in last Year’s Directors’ Remuneration Report.
FY2026 awards
For FY2026, the Joint Interim CEOs will continue to be granted PSP awards at the reduced level of 125% (from 150% for the previous
Executive Directors) of salary. Taking into account the current share price, the Committee decided that it would be appropriate to
operate a cap on PSP outturns, so that the maximum share price growth in respect of the award at vesting cannot exceed 200% of
the market value of a share at grant.
Similar to the annual bonus, the Board will revisit the design of the current PSP framework, which is expected to be implemented after
the conclusion of the planned Refinancing. The Committee continue to recognise the importance of responsible ESG management,
and as such ESG metrics may form part of both the annual bonus and PSP for FY 2026.
Warrant Incentive Plan- FY 2026 onwards
As outlined in the Remuneration Committee Chair’s statement, it is proposed that the Joint Interim CEOs and the Company Chair are
granted 11.25 million warrants in order to incentivise the delivery of long-term share price growth and create alignment with shareholders.
The warrants will have an exercise price of 35p and will vest one-third at each anniversary of the completion of the FY 2026
Refinancing. The warrants will have an exercise period of four years from grant and will be subject to malus and clawback provisions
for five years from grant.
CEO departure
Richard Duffy resigned as Chief Executive Officer and Director of the Company by mutual agreement on 17 February 2025. Mr Duffy’s
leaving arrangements were in-line with the Directors’ Remuneration Policy and were tailored to recognise the refinancing of Petra’s
debt that matures in early 2026. The payment of Mr Duffy’s payment in lieu of notice, if payable, has been deferred until 8 March 2026,
and any vesting of share awards is contingent on a successful Refinancing. The arrangements are described in more detail below.
In the event that, by 8 March 2026, a successful Refinancing has not occurred, or insolvency proceedings have commenced:
• All share awards that were outstanding at departure would lapse.
• Mr Duffy would receive a payment in lieu of notice of £527,549 which is equivalent to his basic salary and benefits allowance for
the12 month period to 16 February 2026. The amount would be payable as a lump sum and would not be subject to mitigation
reflecting that the payment would be after the end of Mr Duffy’s 12 month notice period.
In the event of a successful Refinancing prior to 8 March 2026:
• Mr Duffy has agreed to waive his entitlement to a payment in lieu of notice.
• Mr Duffy would retain all outstanding share awards. PSP awards would vest at the normal time subject to time pro-rating and
performance conditions. Where applicable, awards would be subject to a holding period so that no shares may be sold for 6
months from the date of the Refinancing. The maximum number of PSP share awards that could vest following time pro-rating
is2,426,859 and the maximum value at the year-end share price would be c.£358,000. Taking into account the current tracking
ofperformance conditions the current estimate value would be significantly below this.
In either case Mr Duffy was not eligible for an annual bonus in respect of FY2025.
In addition, Mr Duffy received a payment in lieu of untaken holiday of £37,628 and a contribution to legal fees of less than £5,000.
Mr Duffy will be expected to maintain a minimum shareholding for two years following ceasing to be an Executive Director.
CFO departure
As disclosed last Year, Jacques Breytenbach resigned as Chief Financial Officer for personal reasons and stepped down
on30September 2024. In addition, Mr Breytenbach received £85,197 in lieu of untaken holiday. Full details of his departure
arrangements were disclosed in the FY2024 Annual Report.
105
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Non-Executive Director remuneration
The Chair receives a fixed fee for all services. The other NEDs receive a fixed basic fee for their normal services rendered and fees
for other responsibilities such as the chairing of Committees and the Senior Independent Non-Executive Director. All fees are payable
in cash. Independent NEDs do not participate in the Company’s bonus arrangements, share schemes or pension plans, and for
FY2025 (in accordance with the Company’s normal policy), did not receive any other remuneration from the Company outside
ofthefee policy outlined above.
The annual fees for the NEDs remain unchanged for FY2026 and are as follows:
Fee from
1 July 2024
£
Fee from
1 July 2025
£
Chair of the Board of Directors 179,550 150,000
Basic NED fee 58,200 58,200
Additional NED fees
Senior Independent Non-Executive Director 11,40 0 11,400
Chair of the Audit and Risk Committee 11,40 0 11,400
Chair of the Remuneration Committee 11,40 0 11,400
Chair of the Sustainability, Health and Safety Committee 11,40 0 11,400
Single figure of total remuneration
The following table gives a breakdown of the remuneration received by the iNEDs for FY2025 and FY2024. Although the Company’s
reporting currency is US Dollars, these figures are stated in Pounds Sterling so as to be aligned with the Directors’ service contracts.
Year
Fees
£
Benefits
£
Total
£
José Manuel Vargas
1
Chair of the Board of Directors (from 13 November 2024)
2025 111,750 – 111,750
2024 2 9,10 0 – 29,100
Bernard Pryor
2
Senior iNED, Remuneration Committee Chair and Nomination Committee Chair
2025 81,000 – 81,000
2024 7 7,984 – 77,984
Deborah Gudgeon
iNED and Audit and Risk Committee Chair
2025 69,600 – 69,600
2024 71,434 – 71,434
Lerato Molebatsi
3
iNED and Safety, Health and Sustainability Committee Chair
2025 69,600 – 69,600
2024 70,684 – 70,684
Former NEDs
Varda Shine
4
Chair of the Board of Directors (until 13 November 2024)
2025 74,813 – 74,813
2024 147,84 0 – 147,84 0
1. José Manuel Vargas was appointed to the Board as non-independent Non-Executive Director with effect from 1 January 2024. He was appointed as Chair of the Board with effect from
13 November 2024.
2. Bernard Pryor was appointed as the Senior Independent Non-Executive Director on 14 November 2023. He was appointed as Chair of the Remuneration Committee with effect from
1January 2024. He was also appointed as Chair of the Nomination Committee with effect from 13 November 2024. He also served as the Chair of the Health and Safety Committee
until 31 December 2023.
3. Lerato Molebatsi was appointed the Chair of the Safety, Health and Sustainability Committee with effect from 1 January 2024. She also served as the Chair of the Sustainability
Committee until 31 December 2023.
4. Varda Shine retired from the Board with effect from 13 November 2024.
DIRECTORS’ REMUNERATION REPORT / CONTINUED
106
Petra Diamonds Limited Annual Report and Financial Statements 2025

Directors’ shareholding and share interests
It is the Company’s policy that the Joint Interim CEOs hold a meaningful number of Petra shares. The guideline is to build and maintain
a minimum of two years’ basic salary. A number of years from the date of appointment to reach this shareholding will normally be set.
The Committee may review the time horizon over which the Joint Interim CEOs are expected to meet their shareholding guideline.
The share interests of the Directors and Joint Interim CEOs as at 30 June 2025 (or the date of standing down from the Board) are
detailed below.
Shareholding
as at 30 June
2025
Shareholding
as at 30 June
2024
Shareholding
guideline
1
NEDs
José Manuel Vargas
2
Chair 22,458,525 17,000,000 N/A
Bernard Pryor Senior iNED 13,000 13,000 N/A
Deborah Gudgeon iNED – – N/A
Lerato Molebatsi iNED – – N/A
Joint Interim CEOs
Vivek Gadodia
3
Joint Interim Chief Executive Officer 12,19 9 – N/A
Juan Kemp
4
Joint Interim Chief Executive Officer 27,916 – N/A
Former EDs
Richard Duffy
5
Chief Executive Officer 1,128,8 48 879,993 N/A
Jacques Breytenbach
6
Chief Financial Officer 531,731 419,747 N/A
Former NEDs
Varda Shine
7
Chair 57,426 24,755 N/A
1. Shareholding guidelines for executive directors of 200% of salary based on the three-month VWAP.
2. During FY 2025, Jose Manuel Vargas purchased 5,458,525 shares. The majority of the shares are held beneficially through an entity called JOSIVAR Sarl.
3. During FY 2025, Vivek Gadodia had 12,199 shares vest in respect of the FY 2022 to FY 2024 PSP award.
4. During FY 2025, Juan Kemp had 27,916 shares vest in respect of the FY 2022 to FY 2024 PSP award.
5. During FY 2025, Richard Duay purchased 80,879 shares, and he had 167,976 shares vest in respect of the FY 2022 to FY 2024 PSP award.
6. During FY 2025, Jacques Breytenbach had 111,984 shares vest in respect of the FY 2022 to FY 2024 PSP award.
7. During FY 2025, Varda Shine purchased 32,671 shares.
Post-employment shareholding guidelines
Executive Directors are expected to maintain a shareholding for a period of two years post cessation of employment. The expected
shareholding will be the lower of the Executive Directors’ shareholding guideline of two years’ basic salary or their actual relevant
shareholding at the date of termination if lower. This requirement will only apply to shares delivered from incentives from the date
ofthe new Policy. The Committee may, in exceptional circumstances, allow an Executive Director to reduce this holding guideline
to50% after at least one year from the date of cessation.
107
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Directors’ and Joint Interim CEOs’ interests
As at 30 June 2025, the Directors’ and Joint Interim CEOs’ interests in share plans of the Company were as follows:
Breakdown of share plan interests as at 30 June 2025
Shares Options
Unvested and
subject to
performance
1
Vested share
awards subject
to holding
period
2
Unvested and
not subject to
performance
3
Vested but not
exercised
Lapsed in
theYear
Former Executive Directors
Richard Duffy (until 17 February 2025) 2,426,859 367,0 9 4 141,672 nil nil
Jacques Breytenbach (until 30 September 2024) nil 266,721 253,028 nil nil
1. This comprises awards made in respect of FY2023, FY2024 and FY2025 under the Company’s PSP.
2. This comprises awards made in respect of FY2020and FY2023 under the Company’s PSP.
3. This comprises outstanding deferred share awards in respect of FY2021 to FY2023.
4. For Richard Duffy amounts are shown as at his departure on 17 February 2025 and for Jacques Breytenbach amounts are shown as at his departure on 30 September 2024.
As at 30 June 2025, Executive Directors and Joint Interim CEOs held the following interests in the PSP:
Date of award
Outstanding at
1 July 2024
Awarded during
the Year
Vested during
the Year
Lapsed during
the Year
Outstanding at
30 June 2025 Performance period
6
Richard Duffy 12/01/2022
1
753,255 – 167,976 753,255 nil FY2022–FY2024
14/12/2022
2
1,236,688 – – 151, 201 1,085,487 FY2023–FY2025
18/10/2023
3
1,075,998 – – 489,893 586,105 FY2024–FY2026
17/01/2024
3
358,475 – – 163,211 195,264 FY2024–FY2026
25/09/2024
7
– 2,654,558 – 2,094,555 560,003 FY2025–FY2027
Total 3,424,416 2,654,558 16 7,976 3,652,115 2,426,859
Jacques Breytenbach 12/01/2022
1,6
502,170 – 111,984 390,186 nil FY2022–FY2024
14/12/2022
2,6
618,344 – – 618,344 nil FY2023–FY2025
18/10/2023
3,6
717,3 4 0 – – 717,3 4 0 nil FY2024–FY2026
17/01/2024
4,6
238,986 – – 238,986 nil FY2024–FY2026
Total 2,076,840 – 111,984 1,964,856 nil
1. The performance measures applicable to the awards consist of: (a) absolute TSR (one-third); (b) cashflow generation and net debt (one-third); and (c) operational performance and
efficiencies (one-third). The closing share price on 12 January 2022 was 74 pence; the 60-day VWAP used to determine these awards was 86.5 pence. Post Year-end, these awards
vested at 22.3%.
2. The performance measures applicable to the awards consist of: (a) absolute TSR (15%); (b) relative TSR (15%); (c) cashflow generation and net debt (30%); and (d) operational performance
and efficiencies (25%). The closing share price on 14 December 2022 was 94.5 pence; the 30-day VWAP to 16 November used to determine these awards was 110.8 pence.
3. The performance measures applicable to the awards consist of: (a) absolute TSR (15%); (b) relative TSR (15%); (c) cashflow generation and net debt (30%); (d) operational performance
and efficiencies (25%); and (e) ESG and sustainability (15%). The closing share price on 17 October 2023 was 51.7 pence; the 30-day VWAP to 17 October used to determine these
awards was 66.9 pence.
4. The performance measures applicable to the awards consist of: absolute TSR (100%). The 30-day VWAP to 17 October used to determine these awards was 66.9 pence.
5. Performance periods with respect to operational performance metrics are measured on respective financial years’ results, whilst the relevant TSR measurements are based on returns
from date of award to date of final vesting.
6. Following Jacques Breytenbach’s resignation, effective 30 September 2024, the FY2022 – FY2024 awards vested normally during September 2024 at 22.3%, subject to the two-year
post-termination holding period. The balance of unvested awards for FY2022 – FY2024 will lapse, as will all outstanding awards for FY2023 – FY2025 and FY2024 – FY2026.
7. The performance measures applicable to the awards consist of: (a) absolute TSR (30%); (b) cashflow generation and net debt (55%); and (c) ESG and sustainability (15%). Richard Duffy’s
award was granted on 25 September 2024. The closing share price on 25 September 2024 was 28.1 pence; the 30-day VWAP to 23 September 2024 used to determine these awards
was 27.1 pence. Vivek Gadodia and Juan Kemp’s awards in their roles as Joint Interim Chief Executive Officers were granted on 17 February 2025. The closing share price on 17
February 2025 was 24.0 pence, the 30-day VWAP to 17 February 2025 used to determine these awards was 28.0 pence.
External non-executive directorships
None of the Company’s Joint Interim CEOs hold a directorship at another listed company.
DIRECTORS’ REMUNERATION REPORT / CONTINUED
108
Petra Diamonds Limited Annual Report and Financial Statements 2025

Other disclosures
Performance graph
The graph below shows a comparison between the TSR for Petra shares for the ten-year period to 30 June 2025 and the TSR for the
companies comprising the FTSE 350 Mining Index over the same period. This index has been selected to provide a relevant sector
comparator to Petra. The TSR measure is based on a 30 day trading average. The Company’s share price was impacted by the
Company’s capital restructuring which completed in 2021 and this impact is show in the graph below.
TSR – BASED ON 30 TRADING DAY AVERAGE
0
50
100
150
200
250
Jun 2015 Jun 2016 Jun 2017 Jun 2018 Jun 2019 Jun 2020 Jun 2021 Jun 2022 Jun 2023 Jun 2024 Jun 2025
Petra Diamonds FTSE 350 Mining Index
Source: DataStream
Table of historical data for the Chief Executive Officer
The table below provides historical comparable remuneration data for the Chief Executive Officer over the last ten financial years.
FY2016 FY2017 FY2018 FY2019
1
FY2020
Johan Dippenaar Richard Duffy
Single figure of total remuneration (£) 1,137, 521 545,687 550,801 449,172 145,222 384,256
Annual bonuses as a % of maximum 55.0% 11.4% 17.6% 23.7% 29.6% 0.0%
Long-term incentives (PSP vesting)
asa% of maximum 55.0% 24.9% 17.5% 16.6% n/a n/a
Long-term incentives (LTSP vesting)
asa % of maximum 42.3% n/a n/a n/a n/a n/a
FY2021 FY2022 FY2023 FY2024 FY2025
3
Richard Duffy Vivek Gadodia Juan Kemp
Single figure of total remuneration (£) 805,629 1,038,240 996,672 610,859 347,597 121,875 121,875
Annual bonuses as a % of maximum 58.9% 78.6% 55.3% 0.0% 0% 0% 0%
Long-term incentives (PSP vesting)
asa% of maximum n/a 40.9%2 31.2% 22.3% 0% n/a n/a
Long-term incentives (LTSP vesting)
asa % of maximum n/a n/a n/a n/a n/a n/a n/a
1. Johan Dippenaar departed effective 31 March 2019 and the table reflects his remuneration (excluding payment in lieu of notice) for the nine-month period to date of his
departure.Richard Duffy joined as Chief Executive Officer effective 1 April 2019 and the above table reflects his remuneration for the three-month period to 30 June 2019.
2. The vesting outcome for FY2022 reflects the percentage vesting for FY2020 to FY2022 PSP awards only. In addition, Richard Duffy was granted a PSP award equivalent to
ca.40%of salary on appointment. Vesting of this award was subject to the Company achieving a consolidated net debt:consolidated EBITDA ratio of not more than 2.5 times
fortheYearended 30 June 2022. This was achieved and the award vested in full.
3. Richard Duffy departed effective 17 February 2025 and the table reflects his remuneration (excluding payment in lieu of notice) for the 7.5-month period to date of his departure.
VivekGadodia and Juan Kemp were appointed as Joint Interim CEOs effective 17 February 2025 and the above table reflects their remuneration for the 4.5-month period to
30June2025.
109
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

DIRECTORS’ REMUNERATION REPORT / CONTINUED
Annual percentage change in remuneration of the Directors
The following table sets out the annual percentage change in salary, benefits and bonus in respect of each Director, the Joint Interim
CEOs and the average for the Company’s employees (on a full-time equivalent basis).
FY2021 Year-on-year
change in pay
FY2022 Year-on-year
change in pay
FY2023 Year-on-year
change in pay
FY2024 Year-on-year
change in pay
FY2025 Year-on-year
change in pay
Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus
Average Company
employee 2.4% 0% 100% 10.1% 7.0 % 25.7% 17. 0 % 15.0% (22%) 5.0% 4.0% (28%) (5%) (13%) (75%)
Joint Interim CEOs
Vivek Gadodia
Joint Interim Chief
Executive Officer
(from17February 2025) n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Juan Kemp
Joint Interim Chief
Executive Officer
(from17February 2025) n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Executive Directors
Richard Duffy
Chief Executive Officer
(stepped down
17February 2025) 0.0%
1
0.6% 100% 17.3% 21.2% 31.3% 5.0% 5.0% (26.1%) 5.0% 5.0% (100%) 0% 0% 0%
Jacques Breytenbach
Chief Financial Officer
(stepped down 30
September 2024) 0.0%
1
0.6% 100% 9.4% 13.0% 20.8% 5.0% 5.0% (25.9%) 5.0% 5.0% (100%) 0% 0% 0%
Non-Executive Directors
José Manuel Vargas
Non-Executive Chair
(appointed
13November2024) n/a n/a n/a n/a n/a n/a n/a n/a n/a 0% n/a n/a 284% n/a n/a
Bernard Pryor
Senior iNED (appointed
14 November 2023) 18.4%
3
n/a n/a (15.0%)
4
n/a n/a 7. 3 % n/a n/a 0% n/a n/a 4% n/a n/a
Deborah Gudgeon
iNED (appointed
1July2021) n/a n/a n/a n/a n/a n/a 5.6% n/a n/a 0% n/a n/a (2%) n/a n/a
Lerato Molebatsi
iNED (appointed
3April2023) n/a n/a n/a n/a n/a n/a n/a n/a n/a 0% n/a n/a (2%) n/a n/a
Varda Shine
Non-Executive Chair
(stepped down
13November 2024) 33.0%
2
n/a n/a 3.8% n/a n/a 7.4% n/a n/a 0% n/a n/a n/a n/a n/a
1. The base salaries for Richard Duffy and Jacques Breytenbach of £370,800 and £265,200 respectively remained unchanged during FY2021 and FY2020.
2. Varda Shine assumed the role of Senior Independent Director on 17 November 2020.
3. Bernard Pryor received an additional fee of £10,000 in FY2021 as Chair of the Tunajali Committee.
4. Bernard Pryor ceased to receive a fee as Chair of the Tunajali Committee when it was disbanded in May 2021 which explains the reduction in his fees for FY2022 compared to FY2021.
Relative importance of spend on pay
The following table sets out the percentage change in payments to shareholders and overall expenditure on pay across the Group.
FY2025
US$m
FY2024
US$m
Change
%
Payments to shareholders nil nil 0%
Group employment costs 87 97 -10%
110
Petra Diamonds Limited Annual Report and Financial Statements 2025

Service contracts
Director Role
Date current
engagementcommenced Expiry of current term
Notice period by
Companyor Director
Executive Directors
Mr Duffy Chief Executive Officer 1 April 2019 17 February 2025
2
12 months
Mr Breytenbach Chief Financial Officer 19 February 2018 30 September 2024
3
12 months
Joint Interim CEOs
Mr Gadodia Joint Interim Chief Executive Officer 17 February 2025 N/A 6 months
Mr Kemp Joint Interim Chief Executive Officer 17 February 2025 N/A 6 months
Non-executive Directors
José Manuel Vargas Non-Executive Chair 1 January 2024 31 December 2026 1 month
Varda Shine Non-Executive Chair 14 November 2023 13 November 2024
1
1 month
Bernard Pryor
Senior Independent Non-Executive
Director 14 November 2023 31 December 2024 1 month
Deborah Gudgeon Independent Non-Executive Director 1 July 2024 30 June 2027 1 month
Lerato Molebatsi Independent Non-Executive Director 3 April 2023 2 April 2026 1 month
1. Varda Shine stepped down from the Board with effect from 13 November 2024.
2. Richard Duffy stepped down from the Board with effect from 17 February 2025.
3. Jacques Breytenbach stepped down from the Board with effect from 30 September 2024.
Membership of the Committee
The Committee members for FY2025 were Bernard Pryor,
Deborah Gudgeon and Lerato Molebatsi.
The Committee is responsible for determining on behalf of the
Board and shareholders:
• The Company’s general policy on the remuneration of the
Executive Directors, the Chair and the Senior Management team
• The total individual remuneration for the Chair, Executive
Directors and Senior Management including base salary,
benefits, performance bonuses and share awards
• The design and operation of the Company’s share
incentiveplans
• Performance conditions attached to variable incentives
• Service contracts for Executive Directors
• Oversight of Group-wide workforce remuneration
The full Terms of Reference for the Remuneration Committee
have been approved by the Board and are available on the
Company’s website at www.petradiamonds.com/about-us/
corporate-governance/board-committees.
Where appropriate, the Chair and Executive Directors attend
Committee meetings to provide suitable context regarding the
business. Individuals who attend meetings do not participate in
discussions which determine their own remuneration.
External advisers
The Committee engages the services of Deloitte LLP (Deloitte)
toprovide independent advice to the Committee relating to
remuneration matters. Deloitte is a member of the Remuneration
Consultants Group and, as such, voluntarily operates under the
code of conduct in relation to executive remuneration consulting
in the UK. The Committee is satisfied that the advice it has
received from Deloitte during the Year has been objective and
independent. The fees paid to Deloitte for work carried out in
FY2025 for the Committee totalled £62,200 (FY2024: £39,800)
and were based on a time and materials basis.
During the Year, Deloitte also provided unrelated tax and
generaladvisory services to the Company. BDO LLP remains
theGroup’sauditors.
Statement of shareholder voting
The voting outcomes for the FY2024 Directors’ Remuneration Report and the FY2023 Directors’ Remuneration Policy Report were
as follows:
For % for Against % against Total votes cast Withheld
2024 Directors’ Remuneration Report 142,246,798 100.00% 1,612 0.00% 142,248,410 226
2023 Directors’ Remuneration Policy Report 128,932,971 98.03% 2 ,587,621 1.97% 131,520,592 1,013
Bernard Pryor
Remuneration Committee Chair
16October 2025
111
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Directors’ Remuneration Policy
Directors’ Remuneration Policy
The following section sets out the Group’s Remuneration Policy (the Policy). As a Bermuda-incorporated company, Petra is not
subjectto the UK disclosure regulations. However, the Remuneration Committee continues to recognise the importance of good
governance and therefore we are resubmitting our Policy to shareholders to formalise the adoption of the Warrant Incentive Plan
(WIP). It is intended that this Policy will be put forward to shareholders for approval at the Special General Meeting held on or around
6November 2025 (the SGM) and will thereafter come into immediate effect following the SGM.
Remuneration principles
Petra’s culture is performance driven. We have a management team that is highly experienced within the specialist world of diamond
mining, which therefore brings unique skills to bear. Against this background, our approach to remuneration is guided by the following
overarching principles:
• The employment terms for Executive Directors and Senior Management are designed to attract, motivate and retain high calibre
individuals who will drive the performance of the business. The Group competes for talent with major mining companies and we
aim for packages to be competitive in this market
• Remuneration packages should be weighted towards performance-related pay
• Performance measures should be tailored to Petra’s strategic goals, and targets should be demanding
• Share-based reward should be meaningful – the Committee believes long-term share awards provide alignment with the long-term
interests of shareholders and the Company
• Remuneration structures should take into account best practice developments, but these should be applied in a manner that
isappropriate for Petra’s industry and specific circumstances
• Remuneration alignment with equitable culture throughout the workforce
Review process and changes to the Policy
The Remuneration Policy is being updated to include the WIP as set out in the shareholder prospectus published in the coming days.
There are no other substantive changes to the Policy. Input was received from the Committee’s independent advisers. Input was also
received from the Company’s management, whilst ensuring that any conflicts of interest were suitably mitigated.
Fixed remuneration
Salary
Purpose and link to strategy • To attract and retain Executive Directors of the calibre required by the business
• This is a core element of the remuneration package
Operation • The base salaries for Executive Directors are determined by the Committee taking into account a
range of factors including:
– the scope of the role
– the individual’s performance and experience
– positioning against comparable roles in other mining companies of similar size and complexity
• Base salaries are normally reviewed annually with changes effective from the start of the financial
year on 1 July
Maximum opportunity • In determining salary increases, the Committee is mindful of general economic conditions and salary
increases for the broader Company employee population
• More significant increases may be made at the discretion of the Committee in certain circumstances,
including (but not limited to):
– where an individual’s scope of responsibilities has increased
– where, in the case of a new Executive Director who is positioned initially on a lower starting
salary, an individual has gained appropriate experience in the role
– where the positioning is out of step with salary for comparable roles in the market
112
Petra Diamonds Limited Annual Report and Financial Statements 2025

Benefits
Purpose and link to strategy • To provide market competitive benefits
Operation • Benefit policy is to provide an appropriate level of benefit for the role taking into account relevant
market practice
• Under the current arrangements, Executive Directors may receive:
– a benefits allowance of 10% of salary in respect of both benefits and pension
– group life, disability and critical illness insurance
• Executive Directors may use a portion of their benefit allowance to contribute to the Company’s
defined contribution pension plan up to the maximum contribution in line with the wider workforce,
funded from the benefits allowance
• The Committee retains the discretion to provide reasonable additional benefits based on individual
circumstances (e.g. travel allowance and relocation expenses for new hires, or pension
arrangements)
Maximum opportunity • The benefit provision will be set at an appropriate level taking into account the cost to the Company
and the individual’s circumstances
Annual bonus
Purpose and link to strategy • To motivate and reward performance measured against annual key financial, operational and
strategic goals of the Company, which reflect critical factors of success
• Deferred element of the annual bonus ensures that part of the value of payments earned remains
aligned to the Company’s share price, thus creating alignment with the shareholder experience
Operation • Short-term annual incentive based on performance during the financial year
• A proportion of the award earned for a financial year will normally be deferred into shares
• Deferred shares may accrue dividend equivalents
• In exceptional circumstances, where delivery of the deferred element of the bonus in shares is
deemed by the Company to be impractical for any reason (e.g. due to exchange control or other
regulatory restrictions) cash equivalents linked to the share price provide alignment with
shareholders. In the event that awards are, exceptionally, delivered as cash the amount would
normally be used to purchase shares
• Awards will be subject to malus and clawback provisions
Maximum opportunity • Maximum award of up to 150% of base salary
Performance measures • The amount of bonus earned is based on performance against financial, operational, strategic
andpersonal measures
• The Committee reviews the performance measures annually and sets targets to ensure that they
arelinked to corporate priorities and are appropriately stretching in the context of the business plan
• Prior to determining bonus outcomes, the Committee considers performance in the round to ensure
that actual bonuses are appropriate. The Committee retains the discretion to amend the formulaic
outcome if considered appropriate and to ensure fairness to both shareholders and participants
• Any amounts deferred into shares, normally for a period of two years, will be subject to continuing
employment, but not to any further performance measures
113
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Performance Share Plan
Purpose and link to strategy • To motivate and reward for the delivery of long-term objectives in line with the business strategy
• To create alignment with the shareholder experience and motivate long-term objectives
Operation • Awards of conditional shares (or equivalent) which will normally vest based on performance over
aperiod of three years
• Awards are normally subject to a two-year post vesting holding period
• Awards may accrue dividend equivalents
• Where delivery in shares is deemed by the Company to be impractical for any reason (e.g. due to
exchange control regulations) cash equivalents linked to the share price provide alignment with
shareholders
• Awards will be subject to malus and clawback provisions
Maximum opportunity • Maximum award of up to 200% of salary
Performance measures • Vesting is normally based on performance against financial, operational and strategic measures
• The Committee determines targets each year to ensure that targets are stretching and represent
value creation for shareholders, while remaining motivational for management
• The Committee retains the discretion to amend the formulaic outcome if considered appropriate
andto ensure fairness to both shareholders and participants
• The Committee has additional discretion to make downward adjustments in the event
thatasignificant increase in the share price leads to potentially excessive rewards
Warrant Incentive Plan
Purpose and link to strategy • To motivate and reward for the delivery of long-term share price growth
Operation • Warrants will normally vest over a two-year vesting period in three equal tranches with one third
vesting at the completion of the FY2026 refinancing (the Refinancing), the first anniversary of the
Refinancing and the second anniversary of the Refinancing
• Warrants will have an exercise price of 35p per share
• Warrants may be satisfied in whole or in part by a cash payout as an alternative to the issue or
transfer of shares or by a transfer of Shares with a value equal to the gain (without payment of
theexercise price)
• Warrants will be subject to malus and clawback provisions
Maximum opportunity • Maximum award of up to 200% of salary
Performance measures • The maximum number of shares in respect of which warrants may be granted under the WIP
is16million. The individual grant maximums are as follows:
– up to 3.75 million warrants to the Joint-Interim Chief Executive Officer Vivek Gadodia;
– up to 3.75 million warrants to the Joint-Interim Chief Executive Officer Juan Kemp; and
– up to 3.75 million warrants to the Non-Executive Chair José Manuel Vargas.
Shareholding guidelines
It is the Company’s policy that each of the Executive Directors holds a meaningful number of Petra shares. The guideline is to build
and maintain a minimum of two years’ basic salary for the applicable Director. A number of years from the date of appointment to
reach this shareholding will normally be set.
Post employment shareholding guidelines
Executive Directors will normally be expected to maintain a minimum shareholding for two years following ceasing to be an
ExecutiveDirector.
DIRECTORS’ REMUNERATION POLICY / CONTINUED
114
Petra Diamonds Limited Annual Report and Financial Statements 2025

Notes to the Remuneration Policy table
Performance measures for incentives
The performance measures and targets for the annual bonus and PSP awards to Executive Directors are intended to be closely
aligned with the Company’s short-term and long-term objectives. The intention is to provide a direct link between reward levels,
performance and the shareholder experience. While the Committee has flexibility to adjust the performance measures used over
thecourse of the Policy, the following broadly summarises the performance measures currently used:
Cashflow generation • One of the key performance measures for Executive Directors is the generation of cashflow
Costs and capex control • Petra remains focused on managing costs and profitability. Cost management and capital
expenditure measures form part of the annual bonus and PSP metrics
Production • Carat production and product mix are at the core of Petra’s strategy. These measures are therefore
embedded in the performance measurement framework
Corporate and ESG • Corporate and strategic priorities including health, safety and ESG measures are explicitly included
as part of the annual bonus and PSP framework, reflecting Petra’s commitment to corporate
responsibility
Total shareholder return • Share awards are linked to value created for shareholders by measuring both relative and absolute
total shareholder return (TSR)
Malus and clawback provisions
In line with best practice, the vesting of deferred bonus, PSP awards and WIP awards is subject to malus and clawback provisions.
The malus provision enables the Committee to exercise discretion to reduce, cancel or impose further conditions on an award prior
tovesting or exercise (as the case may be). The clawback provision enables the Committee to require participants to return some
orall of an award after payment or vesting. Both provisions may be applied in circumstances including:
• a serious misstatement of the Company’s audited results
• gross misconduct
• payments based on erroneous data
• a serious failure of risk management
• any other circumstance that the Committee considers to be similar in nature or effect to the above
ILLUSTRATION OF APPLICATION OF THE REMUNERATION POLICY ($)
32%
100%
11%
19%
38%
1,642,242
1,455,992
22%
20%
23%
23%
34%
25%
26%
27%
0
500,000
1,000,000
1,500,000
2,000,000
Minimum Mid Maximum + share
price growth (50%)
Maximum
325,000
1,008,992
32%
100%
11%
19%
38%
1,654,742
1,465,992
22%
20%
23%
23%
34%
26%
26%
26%
Minimum Mid
Vivek Gadodia Juan Kemp
Maximum
325,000
1,012,992
Maximum + share
price growth (50%)
Fixed remuneration Annual Bonus PSP WIP
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Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

DIRECTORS’ REMUNERATION POLICY / CONTINUED
The above charts have been compiled using the following assumptions:
Fixed remuneration Fixed remuneration as at 1 July 2025.
Variable remuneration • Annual bonus: maximum award of up to 125% of salary
• PSP: FY 2026 conditional awards are being made at 125% of annual salary
• WIP: The WIP value is based on the number of warrants to be granted to the Interim Chief Executive
Officers in FY 2026 of 3.75 million warrants. Under the disclosure requirements, the first three
performance scenarios in the chart above exclude share price appreciation; warrants have therefore
been valued using a Black-Scholes option pricing model using assumptions aligned to the expected
life of the warrants. This results in a value of 45% of the assumed share price at grant.
• The amounts shown in the minimum, mid and maximum scenarios do not take into account share
price growth. The amounts in all scenarios do not take into account receipt of dividend equivalents
Performance scenarios
Minimum Fixed remuneration only.
Mid Fixed remuneration plus variable pay for the purpose of illustration as follows:
• Annual bonus: assumes a bonus pay-out of 30% of maximum
• PSP: assumes vesting of 50% of maximum
• WIP: valued using a Black-Scholes option pricing model.
Maximum Fixed remuneration plus variable pay for the purpose of illustration as follows:
• Annual bonus: assumes a bonus pay-out of 100% of maximum
• PSP: assumes vesting of 100% of maximum
• WIP: valued using a Black-Scholes option pricing model.
Maximum + share price growth
(50%)
Fixed remuneration plus variable pay for the purpose of illustration as follows:
• Annual bonus: assumes a bonus pay-out of 100% of maximum
• PSP: assumes vesting of 100% of maximum plus 50% share price growth
• WIP: valued using a Black-Scholes option pricing model.
Recruitment policy
The Committee’s key principle when determining appropriate remuneration arrangements for a new Executive Director (appointed
from within the organisation or externally) is to ensure that arrangements are in the best interests of both Petra and its shareholders,
without paying more than is considered necessary by the Committee to recruit an executive of the required calibre to develop and
deliver the business strategy.
Fixed pay Salary and benefits would be determined within the bounds of the future policy table above.
Variable pay The UK regulations require the identification of a maximum level of variable pay which may be granted
onrecruitment (excluding any buy-out arrangements). The maximum level of variable pay (bonus, long-
term incentives and the WIP) for a new recruit will be consistent with the policy table on pages 112-115 and
above. Within these limits and where appropriate the Committee may tailor the incentives (e.g. timeframe,
form and performance criteria) based on the commercial circumstances at the time of recruitment.
Buy-outs The Committee may need to buy out remuneration forfeited on joining Petra. In such circumstances,
theCommittee will seek to ensure any buy-out is of comparable commercial value and is capped as
appropriate.
The quantum, form and structure of any buy-out arrangement will be determined by the Committee
taking into account the terms of the forfeited arrangements (e.g. form of award, timeframe, performance
criteria, likelihood of vesting, etc.). The buy-out may be structured as an award of cash or shares;
however, where appropriate, the Committee will normally seek to make awards under the existing
incentive plans.
Non-Executive Directors On the appointment of a new Non-Executive Chair or Non-Executive Director, the fees will be
consistent with the policy set out on pages 112-115 and above.
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Executive Director service contracts and policy on payment for loss of office
When determining leaving arrangements for an Executive Director, the Committee takes into account any contractual agreements
including the provisions of any incentive arrangements, typical market practice and conduct of the individual. The Committee may
also make any payments by way of compromise or settlement of any claim arising in connection with an Executive Director’s
cessation. Any such payments may include amounts in respect of accrued leave and any other professional or legal fees in
connection with the cessation.
Notice period The Executive Director service contracts are terminable by 12 months’ written notice on either side and
contain non-compete and non-solicitation clauses (dealing with customers/clients and non-solicitation
of Directors or senior employees restrictions following termination).
Payment in lieu of notice In the event of termination by the Company of an Executive Director’s employment, the contractual
remuneration package (incorporating base salary and benefits including any legal and professional
fees), reflecting the 12-month notice period, would normally be payable.
Annual bonus The Executive Director may, at the discretion of the Committee, remain eligible to receive an annual
bonus for the financial year in which they ceased employment. Such a bonus will be determined by
theCommittee taking into account time in employment and performance.
PSP ‘Good leavers’ (e.g. ill health or injury)
If a participant is deemed to be a good leaver, unvested awards will usually continue until the normal
vesting date, unless the Board determines that the award will vest sooner (e.g. at the time of departure).
For PSP awards any vesting will normally take account of any performance targets and, unless the
Board determines otherwise, the time elapsed since the award was granted. The Board will determine
the extent to which any post vesting holding period will continue to apply.
‘Bad leavers’
If a participant is deemed to be a bad leaver, unvested awards will lapse.
WIP ‘Good leavers’ (e.g. ill health or injury)
If a participant is deemed to be a good leaver, unvested warrants will usually continue until the normal
vesting date, unless the Board determines that the warrant will vest sooner (e.g. at the time of departure).
Unless the Board determines otherwise, any vesting will normally take account of the time elapsed
since the warrant was granted compared to 24 months. Warrants will normally remain exercisable
untilthe date that is six months after the date of cessation of employment or such later date within
thefour-year exercise period as may be determined by the Board.
‘Bad leavers’
If a participant is deemed to be a bad leaver, unvested warrants will lapse.
Remuneration Policy for Non-Executive Directors
The remuneration of the independent Non-Executive Directors, with the exception of the Chair, is determined by the Chair and the
Executive Directors; the remuneration of the Chair is determined by the Committee. Directors are not involved in any decisions as to
their own remuneration.
The table below sets out the Remuneration Policy with respect to the Non-Executive Directors. Independent Non-Executive
Directorsdo not participate in the Company’s bonus arrangements, share schemes or pension benefit plans. Any new independent
Non-Executive Director will be treated in accordance with this Policy.
Approach to setting fees Opportunity
The fees for Non-Executive Directors are set at a level which is
considered appropriate to attract individuals with the necessary
experience and ability to oversee the business.
Fees are reviewed periodically, typically annually.
Judgement is used and consideration is given to a number of internal
and external factors including responsibilities, market positioning,
inflation and pay increases for the broader Company employee
population.
Travel and other reasonable expenses (including fees incurred
inobtaining professional advice in the furtherance of their duties
andany associated taxes) incurred in the course of performing
theirduties may be reimbursed to Non-Executive Directors.
Where appropriate, benefits may be provided such as private
medical cover and annual medical assessment.
The fee opportunity reflects responsibility and time commitment.
Additional fees are paid for additional time commitments or for
further responsibilities including but not limited to being a Chair
ofaBoard Committee.
The value of benefits provided will be reasonable in the market
context and take account of the individual circumstances and
benefits provided to comparable roles.
The current Chair, José Manuel Varga, will be eligible to participate in the WIP in line with the policy table.
117
Petra Diamonds Limited Annual Report and Financial Statements 2025
CORPORATE GOVERNANCE

Legacy arrangements
The Committee may approve payments outside of the Remuneration Policy in order to satisfy any legacy arrangements agreed prior
to the adoption of this Policy or made to a Director prior to (but not in contemplation of) appointment to the Board.
Incentive plan discretions
All incentive awards are subject to the terms of the relevant plan rules under which the award was granted. In particular, the operation
of the PSP and the WIP will be governed by the shareholder approved rules of each plan including all discretions therein.
The Committee may adjust or amend awards in accordance with the provisions of the plan rules. This includes making adjustments
toawards to reflect corporate events, such as a change in the Company’s capital structure.
The Committee may adjust the weightings and measures under the annual bonus and PSP. The Committee retains the discretion
toexclude operational, strategic or personal measures.
The Committee may adjust the calibration of performance measures and vesting outcomes, or substitute or amend any vesting
condition. The Committee retains the discretion to amend the formulaic outcome if considered appropriate and to ensure fairness
toboth shareholders and participants, including both upwards and downwards discretion.
In the event of a change of control of the Company, the Committee may determine the extent to which any PSP award will vest,
takinginto account the extent to which any performance condition has, in the Board’s opinion, been satisfied, the period of time
thathas elapsed since the award was granted, and such other factors the Board deems relevant. Deferred awards will normally
vestin full ona change of control, unless the Committee determines otherwise. PSP and deferred bonus awards may be exchanged
for an equivalent award in the acquiring company. Warrants under the WIP will vest in accordance with the WIP rules.
The Committee may review the time horizon over which the Executive Directors are expected to meet their shareholding guideline.
Minor changes
The Committee may make minor amendments to the Remuneration Policy to aid its operation or implementation without seeking
shareholder approvals (e.g. for regulatory, exchange control, tax or administrative purposes).
Remuneration elsewhere in the Company
When assessing remuneration, the Committee takes care to ensure that pay levels reflect roles and responsibilities. The Committee
also takes care to ensure that packages for senior individuals are appropriate in comparison to the remuneration of other employees
within the Company, whilst still supporting delivery of Petra’s corporate objectives. Remuneration arrangements throughout the
organisation are based on similar reward principles.
Shareholder engagement
The Committee believes that it is very important to maintain open dialogue with shareholders on remuneration matters.
TheCommittee consulted with the Company’s major shareholders in the development of the Group’s Remuneration Policy.
DIRECTORS’ REMUNERATION POLICY / CONTINUED
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Directors’ Responsibilities Statement
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and
regulation.
Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law, the Directors
have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union.
In preparing the consolidated financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently
• Make judgements and accounting estimates that are reasonable and prudent
• State whether they have been prepared in accordance with IFRS as adopted by the European Union, subject to any material
departures disclosed and explained in the consolidated financial statements
• Prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business
The Directors are responsible for keeping proper accounting records that are sufficient to ascertain with reasonable accuracy atany
time the financial position of the Group and to ensure that the consolidated financial statements comply with the Bermuda Companies
Act 1981 (as amended). They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial
Statements are published on the Company’s website in accordance with legislation in Bermuda and the United Kingdom governing
the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance
andintegrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the Financial Statements contained therein.
Directors’ responsibilities pursuant to DTR4
In accordance with Chapter 4 of the Disclosure and Transparency Rules issued by the Financial Conduct Authority in the United
Kingdom the Directors confirm to the best of their knowledge:
• The Group’s Financial Statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view
of the assets, liabilities, financial position and profit and loss of the Group
• The Annual Report includes a fair review of the development and performance of the business and the financial position of
theGroup, together with a description of the principal risks and uncertainties that it faces
Fair, balanced and understandable
The Directors consider that the Annual Report and the Financial Statements, taken as a whole, is fair, balanced and understandable
and provide the information necessary for shareholders to assess Petra’s position, performance, business model and strategy, as well
as the principal risks and uncertainties which could affect the Group’s performance.
Auditors
As far as each of the Directors are aware at the time this report was approved:
• There is no relevant available information of which the auditors are unaware
• They have taken all steps that ought to have been taken to make themselves aware of any relevant audit information and
toestablish that the auditors are aware of that information
In accordance with Section 89 of the Bermuda Companies Act 1981 (as amended), a resolution to confirm the re-appointment
ofBDOLLP as auditors of the Company is to be proposed at the 2025 AGM to be held in late November 2025.
The Financial Statements were approved by the Board of Directors on 16October 2025 and are signed on its behalf by:
Deborah Gudgeon
Non-Executive Director
16October 2025
119
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Independent Auditor’s Report
TO THE MEMBERS OF PETRA DIAMONDS LIMITED
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of
the Group’s affairs as at 30 June 2025 and of the Group’s loss
for the year then ended;
• the Group financial statements have been properly prepared
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union; and
• have been prepared in accordance with the requirements
ofthe Bermuda Companies Act 1981.
We have audited the financial statements of Petra Diamonds
Limited (the ‘Parent Company’) and its subsidiaries (together
‘theGroup’) for the year ended 30 June 2025 which comprise
the Consolidated Income Statement, the Consolidated Statement
of Other Comprehensive Income, the Consolidated Statement
ofFinancial Position, the Consolidated Statement of Cashflows,
the Consolidated Statement of Changes in Equity and notes to
the financial statements, including material accounting policy
information. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the
EuropeanUnion.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Ourresponsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained issufficient and appropriate to
provide a basis for our opinion.
Independence
We remain independent of the Group in accordance with the
ethicalrequirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Material uncertainty related to going concern
We draw attention to Note 1.1 to the financial statements, which
explains that the refinancing of the Senior Secured Bank Debt
and 2L Notes, while now advanced and de-risked by the lock-up
agreement, backstop agreement, Absa commitment agreement,
and planned rights issue, is not yet fully concluded and is not
within the control of the Directors. Furthermore, persistent
market volatility may exert further pressure on pricing and
covenant headroom. As stated in Note 1.1, these events or
conditions, along with other matters as set forth in Note 1.1,
indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern.
Thefinancial statements do not include any adjustments that would
be necessary if the Group were unable to continue as a going
concern. Our opinion is not modified in respect of this matter.
Given the material uncertainty noted above and our risk assessment,
going concern was considered to be a key audit matter.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s ability
to continue to adopt the going concern basis of accounting and
in response to the key audit matter included the following:
• Evaluating the Directors’ base case cashflow and covenant
forecasts, including the Directors’ assumptions in respect of
diamond prices, production, operating costs, foreign exchange
rates and capital expenditure. In doing so, we considered
historic performance, trading to date, external market data,
andthe extent to which risks and uncertainties have been
appropriately considered and reflected in the forecasts.
Additionally, we benchmarked the Directors’ base case
cashflow forecast to the life of mine models, given they
areused as the basis of the underlying data in the Directors’
base case cashflow forecast.
• We obtained and reviewed the Directors’ downside
sensitivities scenarios in respect of strengthening of the South
African Rand exchange rate against the US Dollar, decrease in
diamond prices, decrease in production and a combination of
these scenarios, to model the potential impact of covenant
breaches.
• We made inquiries of the Directors on the progress of the
refinancing of the Group’s Revolving Credit Facility and 2L
Notes, and the planned rights issue. We reviewed
documentation relating to the refinancing including RNS
announcements, indicative refinancing term sheets, signed
Absa commitment agreement, and signed backstop and
lockup agreements.
• We considered the adequacy of the going concern disclosures
in Note 1.1 against the requirements of the relevant accounting
standards, and our knowledge and understanding of the
underlying business.
In relation to the Parent Company’s reporting on how it has
applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to:
• the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
thegoing concern basis of accounting.
• the directors’ identification in the financial statements of the
material uncertainty related to the Group’s ability to continue
as a going concern over a period of at least twelve months
from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
120
Petra Diamonds Limited Annual Report and Financial Statements 2025

Overview
2025 2024
Key audit matters KAM 1 The risk that the life of mine estimates are
inappropriate, and assets require impairment.
The risk that the life of mine estimates are
inappropriate, and assets require impairment.
KAM 2 Going concern. Going concern.
Materiality Group financial statements as a whole
$2.5m (2024: $4.5m) based on 1.25% (2024: 1.25%) of revenue.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of
the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. On the
basis of this, we identified and assessed the risks of material
misstatement of the Group financial statements including with
respect to the consolidation process. We then applied
professional judgement to focus our audit procedures on the
areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the
group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
As at 30 June 2025, the Group comprises 19 legal entities,
excluding the 4 legal entities that were disposed during the year.
Two of the subsidiaries are active trading entities that contribute
to the Group’s principal activity of rough diamond production.
The remaining 17 entities include corporate, treasury, and dormant
companies. All subsidiaries have been consolidated into the Group’s
financial statements. All subsidiary entities consolidated within
the Group are managed centrally by the Group finance team
based in South Africa. For these entities, there are centralised
functions, including IT, finance and a common system of
internalcontrol.
As part of performing our Group audit, we have determined
23components in total, which are made up of all legal entities,
including the 4 legal entities disposed during the year.
In determining components, we have considered how components
are organised within the Group, and the commonality of control
environments, legal and regulatory framework, and level of
aggregation associated with individual entities. Whilst there is
relative commonality of controls across the Group, differences
injurisdictional risk, and the legal and regulatory frameworks
under which the entities operate, prevent the further
amalgamation of components.
For components in scope, we used a combination of risk
assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. These further audit procedures
included:
• procedures on the entire financial information of the
component, including performing substantive procedures; and
• procedures on one or more classes of transactions, account
balances or disclosures.
Procedures performed at the component level
We performed procedures to respond to group risks of material
misstatement at the component level that included the following.
Number of components
2025 2024
Scope 1 – Audit procedures on entire
financial information of the component
(2024: Significant components due to
size and risk) 3 3
Scope 2 – Audit procedures on one
ormore account balances, classes
oftransactions or disclosures
(2024:specified audit procedures) 8 12
As part of performing our Group audit, we have determined the
components in scope as follows:
Scope 1 – procedures were performed on the entire financial
information of 3 components. This included the Group’s principal
operational subsidiary in Tanzania, which was disposed in
May2025.
Scope 2 – procedures were performed on one or more account
balances, classes of transactions or disclosures of 8
components.
The remaining 12 components were subject to risk assessment
procedures.
Procedures performed centrally
The group operates a centralised IT function that supports IT
processes for certain components. This IT function is subject
tospecified risk-focused audit procedures, predominantly the
testing of the relevant IT general controls and IT application
controls.
Locations
Petra Diamonds Limited’s operations are spread over a number
of different geographical locations. We visited two locations
outof a total of five. Our teams conducted procedures in Petra
Diamonds Limited’s locations in South Africa and Tanzania.
In addition, our teams worked remotely, holding calls and
videoconferences with Petra Diamonds Limited, and with
digitalinformation obtained from Petra Diamonds Limited.
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Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT / CONTINUED
Changes from the prior year
Following the implementation of ISA (UK) 600 (Revised), which
outlines the audit of group financial statements, the Group audit
approach was updated accordingly. This included revisiting and
revising the identification of components within the Group,
where relevant, as described in the table above.
Working with other auditors
As Group auditor, we determined the components at which
auditwork was performed, together with the resources needed
to perform this work. These resources included component
auditors, who formed part of the Group Engagement Team
asreported above. As Group auditor we are solely responsible
for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions
with component audit teams on the significant areas of the Group
audit relevant to the components based on our assessment of
the Group risks of material misstatement. We issued our Group
audit instructions to component auditors on the nature and
extent of their participation and role in the Group audit, and on
the Group risks of material misstatement.
We directed, supervised and reviewed the component auditors’
work. This included holding meetings and calls during various
phases of the audit, reviewing component auditor documentation
both in-person and remotely and evaluating the appropriateness
of the audit procedures performed and the results thereof.
Climate change
Our work on the assessment of potential impacts on climate-
related risks on the Group’s operations and financial statements
included:
• Enquiries and challenge of management to understand the
actions they have taken to identify climate-related risks and
their potential impacts on the financial statements and
adequately disclose climate-related risks within the annual
report;
• Our own qualitative risk assessment taking into consideration
the sector in which the Group operates and how climate
change affects this particular sector; and
• Inspection of the minutes of Board and Audit Committee
meeting and other papers related to climate change.
We challenged the extent to which climate-related
considerations, including the expected cash flows from
theinitiatives and commitments have been reflected, where
appropriate, in management’s going concern assessment
andviability assessment.
We also assessed the consistency of management’s disclosures
on pages 47-53 with the financial statements and with our
knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify
there to be any Key Audit Matters that were materially affected
by climate-related risks and related commitments.
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Petra Diamonds Limited Annual Report and Financial Statements 2025

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in
theaudit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section of our report, we have determined
thematter below to be the key audit matter to be communicated in our report.
Key audit matter How the scope of our audit addressed the key audit matter
The risk that the life of mine
estimates are inappropriate,
and assets require impairment.
Refer to Note 6 for the Group’s
policy and significant
judgements and estimates
relating to the impairment of
non-current assets.
Management is required to
exercise significant judgement
and estimation, in assessing the
recoverable amount of the
mining operations as disclosed
in Note 6. There is a high level
of inherent uncertainty in the
assessment.
The carrying values of the
mining assets at the South
African operations were key
focus areas for our audit given
the weakness in the current
global rough diamond market,
the variability in product mix
and volatility in the ZAR/US
Dollar exchange rate.
Theappropriate disclosure of
such judgements and estimates
was also a focus for our audit.
As disclosed in Note 6 on
pricing forecasts, it is noted that
the impairment assessment is
sensitive to forecast diamond
prices, and that forecasting
diamond prices in the current
environment is inherently
uncertain, both in respect of
market prices and geological
assumptions in respect of
product mix. Sensitivity
disclosures on diamond prices
have been given to demonstrate
the impact on the impairment
assessment of potential changes
in forecast diamond prices. The
diamond market is volatile and
forecasting pricing is therefore
inherently uncertain. The impact
of potential changes in forecast
diamond prices is material to
thefinancial statements.
Our specific audit testing in this regard included:
• We evaluated the design and implementation of the relevant controls in respect of the Group’s impairment
reviews, including checking if the impairment model utilised the Board approved life of mine plans.
• We evaluated Management’s impairment models against approved life of mine plans and our
understanding of mining operations, and critically challenged the key estimates and assumptions
usedby Management for each of the mining operations.
• We compared the trading performance against budget for FY2025 in order to evaluate the quality of
Management’s forecasting and, where over or under performance against budget/plan was highlighted,
evaluated the impact on the forecasts.
• In respect of pricing assumptions, our testing included evaluation of Management’s diamond price
forecasts against prices achieved during the year and post year end. We also evaluated the near-term
diamond price forecasts against market analyst commentary.
• We engaged auditor’s experts in respect of both market price and geological impacts to independently
assess and challenge the pricing assumptions which depend on forecast product mix, forecast market
trends, and operational risk factors.
• In evaluating Management’s forecast diamond prices, we challenged both Management and our
experts in respect of contradictory evidence we observed.
• In respect of pricing for FY2026, we considered the appropriateness of the starting price assumptions
which are based on prices achieved during FY2025.
• In respect of medium-term forecast price increases in FY2027 and FY2028, we considered the
appropriateness of, and challenged Management on, the assumptions used in determining these
estimates. We used our auditor’s experts to help us challenge Management’s estimates both in
respectof market pricing and also geological assumptions which predict product mix.
• In respect of longer-term pricing, we considered the appropriateness of the real price growth escalator
of 2.0% per annum from FY2029 onwards. With the assistance of our experts, we checked if the growth
rate is within an acceptable range
• We held meetings with mine management (mine managers, geologists, mining engineers) to understand
and challenge the plans for changes in production, operating cost, and capital expenditure forecasts.
Indoing so we critically assessed the feasibility of assumed changes in production and the basis for
and ability to deliver cost reductions.
• On the other key assumptions, our testing included comparison of foreign exchange rates to market
spot and forward rates; recalculation of discount rates in conjunction with our internal experts and
evaluation of the appropriateness of risk and asset-specific factors therein; and critical evaluation of
theforecast cost, capital expenditure and production profiles against approved mine plans, reserves
and resources reports and empirical performance.
• With the assistance of our modelling experts, we performed a due diligence review which included
model accuracy and integrity review.
• We evaluated Management’s sensitivity analysis for the impairment models and performed additional
sensitivity analysis where considered necessary. We held discussions with the Audit and Risk
Committee to consider the recoverable amount under the forecasts, including risks and sensitivity
around pricing, production, foreign exchange rates, and discount rates.
• We performed a detailed walkthrough of the reserves and resources process, including gaining
anunderstanding of the controls in place.
• We assessed the consistency of the reserves and resources in the models through discussion with the
Group’s geologist to understand the basis for the revisions to the estimates and performed procedures
to test the accuracy of underlying data.
• We reviewed the appropriateness and adequacy of disclosures in note 6 against the requirements
ofthe applicable standard.
Key observations:
In respect of the recoverable amount of the mining assets, we considered management’s judgement and estimation reasonable.
Weconsidered the disclosures in Note 6 appropriate.
123
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT / CONTINUED
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
Weconsider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions
ofreasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements
2025 2024
Materiality $2.5 million $4.5 million
Basis for determining
materiality
1.25% of Group Revenue 1.25% of Group Revenue
Rationale for the
benchmarkapplied
In both FY2024 and FY2025 we considered revenue to be an appropriate benchmark for materiality, given
the losses incurred by the Group in both FY2024 and FY2025 and the losses were not as a result of one-off
occurrence.
Performance materiality $1.5m $2.9m
Basis for determining
performance materiality
60% of materiality 65% of materiality
Rationale for the percentage
applied for performance
materiality
This year, we have determined performance
materiality to be 60% of overall materiality, reduced
from 65% in the prior year to reflect a heightened
level of risk identified during the audit.
65% of materiality considering the nature of activities,
historic audit adjustments and control deficiencies.
The percentage was decreased from 75% in FY2023
due to the number and high value of brought forward
uncorrected audit adjustments from FY2023, and a
recurring significant control deficiency which remains
relevant for the current financial year.
Component performance materiality
For the purposes of our Group audit opinion, we set performance
materiality for each component of the Group based on a percentage
of between 75% and 90% (2024: we set materiality for each
significant component of the Group based on a percentage
ofbetween 29% and 84%) of Group performance materiality
dependent on a number of factors including the size of the
component and our assessment of the risk of material misstatement
of those components. Component performance materiality ranged
from $1.1 million to $1.4 million (2024: Component materiality
ranged from $1.3 million to $3.8 million).
Reporting threshold
We agreed with the Audit Committee that we would report to
them all individual audit differences in excess of $0.06 million
(2024: $0.09 million). We also agreed to report differences below
this threshold that, in our view, warranted reporting on qualitative
grounds.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the Annual
Report and Financial Statements 2025 other than the financial
statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report,
wedo not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed,
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.
124
Petra Diamonds Limited Annual Report and Financial Statements 2025

Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part
ofthe Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-term
viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis
ofaccounting and any material uncertainties identified (set out on pages 132-133);
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate (set out on pages 62-63); and
• The Directors’ statement on whether they have a reasonable expectation that the group will be able
tocontinue in operation and meet its liabilities (set out on page 64).
Other Code provisions
• Directors’ statement on fair, balanced and understandable set out on page 119;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
setout on pages 62-63;
• The section of the annual report that describes the review of effectiveness of risk management
andinternal control systems set out on pages 88-89 ; and
• The section describing the work of the audit committee set out on pages 82-90.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
dueto fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whetherthe 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 (UK) 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 financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which
itoperates;
• Discussion with management and those charged with
governance, legal counsel, Audit and Risk Committee; and
• Obtaining an understanding of the Group’s policies and
procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be
Bermuda Companies Act 1981, the UK Listing Rules, the
applicable accounting standards, the UK Bribery Act 2010, and
tax legislation.
The Group is also subject to laws and regulations where the
consequence of non-compliance could have a material effect
onthe amount or disclosures in the financial statements,
forexample through the imposition of fines or litigations.
Weidentified such laws and regulations to be the UK Listing
Rules issued by the Financial Conduct Authority, IFRS as adopted
in the European Union, Bermuda Companies Act 1981, South
African and Tanzanian mining and environmental legislation,
health and safety legislation, UK Bribery Act, and taxation and
employment laws in the jurisdictions that the Group operates in.
Our procedures in respect of the above included:
• Inspection of RNS announcements and minutes of meetings
ofthose charged with governance for any instances of
non-compliance with laws and regulations;
• Review of correspondences with regulatory and tax authorities
for any instances of non-compliance with laws and regulations;
• Evaluation of financial statement disclosures and agreeing to
supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the
natureof expenditure incurred.
125
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Fraud
We assessed the susceptibility of the financial statements to
material misstatement, including fraud. Our risk assessment
procedures included:
• Enquiry with management and those charged with governance,
legal counsel, internal audit, and the Audit and Risk Committee
to consider any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Inspection of minutes of meetings of those charged with
governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud; and
• Considering remuneration incentive schemes and
performance targets and the related financial statement areas
impacted by these.
Based on our risk assessment, we considered the areas most
susceptible to fraud to be management override of controls
through inappropriate journal entries, revenue recognition, and
bias in key estimates and judgements.
Our procedures in respect of the above included:
• Engaging our internal forensics specialists to assist with the
fraud risk assessment, including assisting the audit team to
determine the sufficiency of the audit procedures to address
the risk of fraud;
• Performing a detailed review of the Group’s year end adjusting
entries and investigated any that appear unusual as to nature
or amount and agreeing to supporting documentation;
• For a sample of journals entries throughout the year that met
defined risk criteria, we obtained supporting documentation
and evidence for the business rationale of these transactions;
• Assessing whether the judgements made in accounting
estimates were indicative of potential bias (refer to the key
audit matters section above);
• Extending inquiries to individuals outside of management
andthe accounting department to corroborate Management’s
ability and intent to carry out plans that are relevant to
developing the estimates set out in the key audit matters
section above;
• Testing a sample of revenue entries to supporting
documentation, including testing the cut-off of revenue
transactions in the period before and after year end;
• Inspecting the whistleblowing register and obtaining an
understanding of the tip-off matters disclosed in the report
and the status of the investigation, including assessing the
impact of these tip-off matters on our fraud risk assessment;
and
• Agreeing the financial statement disclosures to underlying
supporting documentation, review of correspondences
withregulators and legal advisers, enquiries of management,
review of component auditors’ working papers and review
ofinternal audit reports in so far as they relate to the financial
statements.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including component auditors who were all deemed to have
appropriate competence and capabilities and remained alert
toany indications of fraud or non-compliance with laws and
regulations throughout the audit. For component auditors, we
also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example,
forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on
theFinancial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members,
asa body, in accordance with Section 90 of the Bermuda
Companies Act 1981. Our audit work has been undertaken so
that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than
the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we
have formed.
BDO LLP
Chartered Accountants
London, UK
16 October 2025
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
INDEPENDENT AUDITOR’S REPORT / CONTINUED
126
Petra Diamonds Limited Annual Report and Financial Statements 2025

Consolidated Income Statement
FOR THE YEAR ENDED 30 JUNE 2025
Re-presented
1
US$ million
Notes
2025
Revenue
2
207
3 10
Mining and processing costs
3
(255)
(313)
Other direct mining income
2
7
1
Other corporate expenditure
4
(11)
(13)
Impairment charge of non-financial assets
6
(107)
(78)
Impairment charge of other receivables
14
(23)
(3)
Total net operating costs
(389)
(406)
Operating loss
(18 2)
(96)
Finance income
7
28
21
Finance expense
7
(42)
(4 0)
Gain on extinguishment of Notes net of unamortised costs
7
5
1
Loss before tax
(191)
(11 4)
Income tax release
8
37
32
Loss for the year from continuing operations
(15 4)
(82)
Profit/(loss) for the year from discontinued operations (net of tax)
33
38
(25)
Loss for the year
(116 )
(107)
Equity holders of the parent company
(86)
(86)
Non-controlling interest
(30)
(21)
(11 6)
(107)
Basic and diluted loss per share – US$ cents
10
(64)
(43)
Basic and diluted loss per share – US$ cents
10
(45)
(44)
1: The comparative period for 30 June 2024 has been re-presented to adjust for the discontinued operations. For detail refer to note 33.
2: The Group received a US$12 million refund of overpaid royalty taxes relating to the period 2018-2021, reported as other direct mining income of US$6 million and interest received
ofUS$6 million.
127
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Consolidated Statement of
Other Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2025
US$ million
2025
Loss for the year
(11 6)
(10 7)
Other comprehensive profit/(loss) that will be reclassified to
the Consolidated Income Statement in subsequent periods
Exchange differences on translation of foreign operations
(2)
8
Exchange differences on translation of foreign operations recycled to profit and loss (note 33)
(31)
–
Translation difference on non-controlling interest
(1)
–
Total comprehensive loss for the year, net of tax
(15 0)
(9 9)
Equity holders of the parent company
(11 9)
(78)
Non-controlling interest
(31)
(21)
(15 0)
(9 9)
128
Petra Diamonds Limited Annual Report and Financial Statements 2025

Consolidated Statement of Financial Position
AT 30 JUNE 2025
US$ million
Notes
2025
2024
1
2023
1
Property, plant and equipment
11
3 93
52 8
596
Intangible assets
12
3
4
2
Right-of-use assets
13
2
22
27
Loans receivable
14
27
42
37
Other receivables
16
1
10
11
Total non-current assets
426
606
673
Trade and other receivables
16
22
53
29
Inventories
17
35
51
84
Derivative financial asset
31
5
3
1
Other financial asset
18
14
14
–
Cash and cash equivalents (including restricted amounts)
19
37
29
58
Total current assets
11 3
15 0
17 2
Total assets
539
756
8 45
Share capital
20
14 6
14 6
14 6
Share premium
20
609
609
609
Foreign currency translation reserve
20
(525)
(491)
(499)
Share-based payment reserve
5
3
4
Other reserves
–
–
(1)
Accumulated losses
(12 5)
(39)
46
Attributable to equity holders of the parent company
11 0
228
305
Non-controlling interests
15
(17)
(27)
(4)
Total equity
93
201
3 01
Loans and borrowings
21
–
24 6
222
Provisions
23
62
92
79
Lease liabilities
13
2
21
26
Deferred tax liabilities
24
3
50
82
Total non-current liabilities
67
409
40 9
Loans and borrowings
21
325
25
25
Lease liabilities
13
–
4
3
Trade and other payables
22
39
78
68
Income tax payable
22
8
23
21
Bank overdraft
19
–
8
–
Provisions
23
7
8
18
Total current liabilities
379
14 6
13 5
Total liabilities
4 46
555
544
Total equity and liabilities
539
756
8 45
1. The comparative periods for 30 June 2024 and 30 June 2023 have been restated. For detail refer to note 34.
129
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Consolidated Statement of Cashflows
FOR THE YEAR ENDED 30 JUNE 2025
Re-presented
1
US$ million
Notes
2025
Cash generated from operations
27
52
67
Net realised gains on foreign exchange contracts
6
6
5
Interest received from Revenue Authority (SARS)
6
6
–
Interest paid
(30)
(30)
Income tax paid
(3)
–
Net cash generated from operating activities
31
42
Acquisition of property, plant and equipment
(76)
(8 4)
Proceeds from sale of property, plant and equipment
–
1
Repayment of loans
–
1
Net bank overdraft disposed with subsidiaries
33
9
–
Other financial assets
18
–
(14)
Interest received
2
3
Net cash utilised in investing activities
(65)
(93)
Lease instalments paid
13
(5)
(6)
Repayment of loan notes
21
(19)
(4)
Repayment of Revolving Credit Facility
(36)
(2 1)
Draw-down on Revolving Credit Facility
21
10 7
45
Net dividend paid to B-BBEE partners
–
(2)
Net cash generated from financing activities
47
12
13
(39)
Cash and cash equivalents (net of overdraft) at the beginning of the year
19
21
58
Effect of exchange rate fluctuations on cash held
3
2
Cash and cash equivalents (net of bank overdraft) at the end of the year
19
37
21
1. The Consolidated Statement of Cashflows for the comparative periods have been re-presented with the operating results of Williamson which has been classified as a discontinued
operation.
130
Petra Diamonds Limited Annual Report and Financial Statements 2025

Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2025
At 1 July 2024
14 6
609
(49 1)
3
–
(39)
228
(27)
2 01
Loss for the year
–
–
–
–
–
(86)
(86)
(30)
(11 6)
Other comprehensive income
–
–
(3)
1
–
–
(2)
(1)
(3)
Total comprehensive profit/(loss)
–
–
(3)
1
–
(86)
(88)
(31)
(119)
ofsubsidiary
1
–
–
(3 1)
–
–
–
(31)
–
(31)
Non-controlling interest disposed
1
–
–
–
–
–
–
–
41
41
payments
–
–
–
1
–
–
1
–
1
At 30 June 2025
14 6
609
(525)
5
–
(1 25)
110
(17)
93
14 6
609
(49 9)
4
(1)
62
3 21
(4)
3 17
Prior period adjustments
2
(16)
(16)
–
(16)
Restated balance at 1 July 2023
14 6
609
(49 9)
4
(1)
46
305
(4)
3 01
Loss for the year
–
–
–
–
–
(86)
(86)
(21)
(107)
Other comprehensive loss
–
–
8
–
–
–
8
–
8
Total comprehensive loss
–
–
8
–
–
(86)
(78)
(21)
(99)
interest shareholders
–
–
–
–
–
–
–
(2)
(2)
payments
–
–
–
1
–
–
1
–
1
Transfer between reserves
–
–
–
(2)
1
1
–
–
–
At 30 June 2024
14 6
609
(4 91)
3
–
(39)
228
(27)
201
1. Disposal of subsidiaries, for more information refer to note 33.
2. Refer to note 34.
131
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Notes to the Annual Financial Statements
FOR THE YEAR ENDED 30 JUNE 2025
1. Material accounting policies
Petra Diamonds Limited (Petra or the Company), a limited liability company listed on the Main Market of the London Stock Exchange, is
registered in Bermuda and domiciled in the United Kingdom. The Company’s registered address is 2 Church Street, Hamilton, Bermuda.
The Consolidated Annual Financial Statements incorporate the material accounting policies set out below and in the subsequent notes
to these Consolidated Annual Financial Statements, which are consistent with those adopted in the previous Year’s Consolidated
Annual Financial Statements, apart from the adoption of new standards, interpretations and amendments where applicable as detailed
in note 1.4.
1.1 Basis of preparation
The Consolidated Annual Financial Statements of the Company and its subsidiaries (the Group) are prepared in accordance with
IFRS Accounting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the European Union.
Going concern
Since 30 June 2024, the Group has taken significant steps to improve its balance sheet through securing a comprehensive refinancing
plan. Through FY 2025 the Group fully drew on the US$99 million Revolving Credit Facility (RCF) from Absa Bank and, through an
open market repurchase programme, purchased and cancelled 2L Notes with a nominal value of US$24 million. Consolidated net
debt increased by US$60 million, closing at US$261 million on 30 June 2025. As at 31 December 2024 and 30 June 2025, the Group
was in technical breach of its RCF covenant (both net debt : EBITDA as well as interest cover ratios). For both the reporting periods,
Absa waived any default or event of default which could have happened under the covenant breaches.
A critical milestone in the going concern assessment was the successful agreement on the implementation of the Refinancing, which,
as of the date of the financial statements, remains subject to the completion of a Rights Issue. This is expected to include the receipt
of proceeds from a US$25 million rights issue, backstopped by key shareholders, and the signing of lock-up agreements in support
of the wider Refinancing. The Refinancing also provides for the intention to restructure both the RCF and 2L Notes, which mature in
January 2026 and March 2026 respectively. The Directors believe that the progress made so far, including the announcement of the
refinancing plan, has reduced the Group refinancing risk.
The Board acknowledges that the successful completion of the refinancing plan, including the rights issue and associated debt
restructuring, remains critical to the Group’s ongoing liquidity and financial stability. If the Refinancing is not successfully concluded,
the Group would not have sufficient working capital for its present requirements, being at least the next 12 months from the date of
approval of the financial statements. In such circumstances there would be significant uncertainty regarding the Group’s ability to
continue as a going concern, which could have a material adverse impact on the Group’s financial position. The Directors have
concluded that the available alternatives would be highly limited and highly unlikely to deliver a better outcome for Shareholders,
Noteholders or other creditors than the Rights Issue and the Refinancing.
The Group continues to monitor liquidity, which remains highly sensitive to fluctuations in production, product prices, product mix,
and exchange rates. These factors continue to present uncertainty and liquidity risk. Working capital forecasts through to December
2026, incorporates revised production levels, updated diamond pricing assumptions, and the impact of cost savings and capital
optimisation measures. Under these base-case assumptions, the Group expects to maintain adequate liquidity, supported by the
refinancing plan and rights issue proceeds.
The diamond industry has continued to face unprecedented challenges, with significant pressure on rough diamond prices in FY 2024
and FY 2025 due to high pipeline inventories, weaker demand from key markets (particularly the prolonged slowdown in China),
increased competition from laboratory-grown diamonds, and an unstable geopolitical landscape. These factors contributed to average
like-for-like prices declining by approximately 35% in FY 2025 compared to the post-COVID-19 high of FY 2022. Price fluctuations
were further exacerbated by tariffs announced by the US, particularly those impacting India, where the majority of global diamond
cutting and polishing takes place, while the US represents 40–45% of global natural diamond demand. Although some positive
momentum has been observed more recently, with like-for-like prices in June 2025 (Tender 7) showing a 3% improvement across
most product categories compared to April/May 2025 (Tenders 5 and 6), volatility is expected to continue in the short-term. Average
prices achieved during Tender 1 and Tender 2 of FY 2026 was 26.3% higher than the average price of US$87 per carat for FY 2025,
at US$110 per carat. Market uncertainty continues to put pressure on like-for-like prices.
Over the medium to long term, however, the structural supply deficit resulting from the continued contraction in the number of
producing mines has the potential to support a recovery in diamond prices. Notwithstanding these views, our liquidity projections
assume conservative real flat market prices.
Cullinan Mine has shown improvement following prior product mix variability, which had been caused by a lower incidence of
gem-quality stones, particularly in the +10.8 carat category. This had negatively impacted revenues and average prices during
FY 2025. With the increasing contribution of fresh ore from the CC1E project, the product mix at Cullinan Mine has started to
normalise. This is evidenced by improved realised prices in the first and second Tender of FY 2026, where Cullinan Mine achieved
US$130/ct. Finsch also continues to perform in line with expectations under the two-shift system. These developments provide
greater confidence in the stability of operating performance and support the Group’s going concern assessment. However, cash
flows remain sensitive to changes in product mix and market prices.
132
Petra Diamonds Limited Annual Report and Financial Statements 2025

1. Material accounting policies continued
In parallel, the Group has taken decisive actions to restructure and strengthen its financial position. Over the past two years, the
Group has successfully implemented capital deferral programmes, cost reduction initiatives, and restructuring measures across its
Group functions, Finsch and Cullinan Mine. In addition, the Group sold its interest in Koffiefontein in October 2024, avoiding closure
costs of US$23 million, and completed the sale of the Williamson mine in May 2025, avoiding liabilities of about US$100 million.
These steps, collectively, have strengthened the Group’s financial resilience and liquidity profile.
The Group has modelled reasonable worst-case sensitivity to test the robustness of its forecasts. The Sensitised Case reflects a combined:
• 10% reduction in diamond prices;
• 10% reduction in production;
• Reduction in exchange rate assumptions of 5%;
Without mitigation, this results in a projected breach in the liquidity covenant in the projection period.
To address this, management has identified a number of mitigating actions that can be implemented if required. These include:
(i) payment in cash or equity (PICE) settlement of bond interest; (ii) monetisation of polished stones held in partnership (iii) liquidation
of diamond inventory, expected to provide additional liquidity in early 2026; and (iv) deferral of sustaining and expansionary capital
expenditure programmes, which could deliver net savings after taking into account production shortfalls.
After applying these mitigating measures, sufficient liquidity headroom is restored throughout the projection period, providing
resilience against the downside assumptions. The Board considers these actions to be within its control and achievable within the
timeframe required, thereby supporting the Group’s reasonable expectation that it can remain a going concern.
The refinancing of the Senior Secured Bank Debt and 2L Notes, while now advanced and de-risked by the lock-up agreement,
backstop agreement, Absa commitment agreement, and planned rights issue, is not yet fully concluded and is not within the control
of the Directors. Furthermore, persistent market volatility may exert further pressure on pricing and covenant headroom. These
factors give rise to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and,
therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.
Based on the assessment of forecasts, risks, and mitigation measures available, and in light of the significant progress achieved
on the refinancing and equity raise, the Board has a reasonable expectation that the Group will remain a going concern for at least
12 months from the date of approval of the annual financial statements. Accordingly, the financial statements have been prepared
on a going concern basis.
The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern.
Currency reporting
The functional currency of the Company is Pounds Sterling (GBP). The functional currency of the South African operations is South African
Rand (ZAR or R) with diamond sales being made in US Dollars. The Consolidated Annual Financial Statements are presented in US Dollars
(US$ millions), the currency in which Group revenue is generated. ZAR balances are translated to US Dollars at ZAR17.75 as at 30 June
2025 (2024: ZAR18.19) and at an average rate of ZAR18.15 for transactions during the year ended 30 June 2025 (2024: ZAR18.70).
Financial Statements of foreign entities
Assets and liabilities of foreign entities (those with a functional currency other than US$) are translated at rates of exchange ruling
at the financial year end; income and expenditure and cashflow items are translated at rates of exchange ruling at the date of the
transaction or at rates approximating the rates of exchange at the date of the translation where appropriate. Exchange differences
arising from the translation of foreign entities are recorded in the Consolidated Statement of Other Comprehensive Income and
reclassified to the Consolidated Income Statement on disposal of the foreign entity.
Foreign currency transactions
Transactions in foreign currencies are recorded at rates of exchange ruling at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Gains and losses arising on
translation are credited to, or charged against, income. The issue of shares is included in share capital and share premium at the
prevailing US$/GBP spot rate at the date of the transaction.
Net investments in foreign operations
Management assesses the extent to which intra-group loans to foreign operations that give rise to unrealised foreign exchange gains
and losses are considered to be permanent as equity or repayable in the foreseeable future. The judgement is based upon factors
including the life-of-mine (LOM) plans, cashflow forecasts and strategic plans. The unrealised foreign exchange gains or losses on
permanent as equity loans are recognised in the foreign currency translation reserve until such time as the operation is sold, whilst the
foreign exchange gains or losses on loans repayable in the foreseeable future is recognised in the Consolidated Income Statement.
133
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
1. Material accounting policies continued
1.2 Basis of consolidation
Subsidiaries
Subsidiaries are those entities over whose financial and operating policies the Group has the power to exercise control. Control is
achieved where the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. The Group Consolidated Annual Financial Statements incorporate the assets,
liabilities and results of operations of the Company and its subsidiaries. The results of subsidiaries acquired and disposed of during a
financial year are included from the effective dates of acquisition to the date control ceases. Where necessary, the accounting policies
of subsidiaries are changed to ensure consistency with the policies adopted by the Group.
Subsidiaries are deconsolidated from the date control ceases. The interest of non-controlling shareholders in the acquiree is initially
measured at the non-controlling shareholders’ proportionate share of the acquiree’s identifiable net assets (after any relevant fair
value adjustments to the assets, liabilities and contingent liabilities recognised as part of the business combination).
Changes in the Group’s ownership interests that do not result in a loss of control are accounted for as equity transactions with the
existing shareholders.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any gains or losses arising from intra-group transactions, are eliminated in preparing the
Consolidated Annual Financial Statements.
Non-controlling interests
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Non-
controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling
shareholders’ share of changes in equity since the date of the combination. The non-controlling interests’ share of losses, where
applicable, is attributed to the non-controlling interests irrespective of whether the non-controlling shareholders have a binding
obligation and are able to make an additional investment to cover the losses.
1.3 Key estimates and judgements
The preparation of the Consolidate Annual Financial Statements requires management to make estimates and judgements and form
assumptions that affect the reported amounts of the assets and liabilities, reported revenue and costs during the periods presented
therein. The estimates and assumptions that have a significant risk of causing a material adjustment to the financial results of the
Group in future reporting periods are discussed in the relevant sections of this Report and summarised as follows:
Key estimate or judgement
Note
Going concern
1.1
Life-of-mine and ore reserves and resources estimates and judgements
6
Impairment review estimates and judgements
6
Taxation
8 and 24
Depreciation judgements
11
B-BBEE guarantee and expected credit loss assessment for loans receivable
14
Inventory and inventory stockpiles
17
Provision for rehabilitation estimates
23
Provision for Human rights settlement claims estimates
23
Pension scheme estimates
29
Post-retirement medical fund estimates
30
Recoverability of Blocked Diamond Parcel proceeds in Tanzania
33
Discontinued operations
33
134
Petra Diamonds Limited Annual Report and Financial Statements 2025

1. Material accounting policies continued
1.4 Accounting standards that are newly effective in the current year
No new standards and amendments which became effective during the year ended 30 June 2025, have had a material impact on
the Group.
Accounting standards that are not yet mandatory and have not been applied by the Group
At the date of authorisation of these Consolidated Annual Financial Statements, the Group has not applied the following revised
IFRS Accounting Standards that have been issued but are not yet effective. The Group is currently assessing the effect of these
new accounting statements and amendments.
Effective 1 July 2025:
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability.
Effective 1 July 2026:
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and
IFRS 7 Financial Instruments: Disclosures).
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).
Effective 1 July 2027:
• IFRS 18 Presentation and Disclosure in Consolidated Annual Financial Statements.
Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated annual financial
statements, it is expected to have a significant effect on the presentation and disclosure of certain items.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures.
2. Revenue
Accounting policy
Revenue comprises gross invoiced diamond sales to customers excluding VAT. Revenue is split between rough diamond sales and revenue
from interest in polished diamonds, when applicable. Diamond sales are made through a competitive tender process or private sales and
recognised when control passes to the buyer, costs can be measured reliably and receipt of future economic benefits is probable. The
performance obligation for tender sales is met at the point at which the tender is awarded. The performance obligation for private sales is met
at the point at which the agreement on pricing and terms of sale are confirmed and control is transferred between both parties. Where the
Group makes rough diamond sales to customers and also retains a right to an interest in their future sale as polished diamonds, the Group
records the sale of the rough diamonds but such contingent revenue on the onward sale is only recognised at the date when the polished
diamonds are sold. Revenue on rough diamond sales, where the Group retains an interest, is recognised when point of control passes to
the buyer, costs can be measured reliably and receipt of future economic benefits is probable. The performance obligation is met at the point
at which the control of the rough diamond passes to the buyer. The onward sale of the polished diamonds contains elements of variable
consideration, as the Group’s right to consideration is contingent on the occurrence of the future sale by the buyer. The variable consideration
is not recognised as the Group is unable to ascertain the future sale amount of the polished diamonds and cannot determine that it is highly
probable that its inclusion will not result in a significant revenue reversal in the future when the uncertainty has been subsequently resolved.
The Group has entered into a partnership revenue contract to cut and polish a specific rough diamond. The transaction price of the
unenhanced stone, of US$2.8m, has been recognised as variable revenue in profit and loss at 30 June 2025. The unenhanced stone
value is based on the agreed value at transaction date. The probability of revenue reversal is highly unlikely for the unenhanced stone.
At 30 June 2025, a GIA certificate has been received but no variable revenue for the polished stone has been recognised for the year
The uplift revenue is expected to be earned during the next 12 months and will be settled in cash.
US$ million
2025
Sale of rough diamonds
206
309
Sale of polished stones
1
1
207
310
135
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
3. Mining and processing costs
Refer to notes 9, 12, 13 and 17 for the Group’s policies, relevant to the significant cost lines below, on employment costs, depreciation,
inventories, share-based payments and related key judgements and estimates.
US$ million
2025
Raw materials and consumables used
97
104
Employee expenses
83
93
Depreciation of mining assets and amortisation
75
75
Diamond royalty
1
2
Changes in inventory of finished goods and stockpiles
(1)
39
255
313
4. Other corporate expenditure
US$ million
2025
Depreciation of property, plant and equipment
1
1
London Stock Exchange and other regulatory expenses
1
1
Legal fees
2
3
Other
3
4
Staff costs:
4
4
Share-based expense – Directors
1
1
Salaries and other staff costs
3
3
11
13
5. Auditor’s remuneration
US$ million
2025
2024
Audit services
1
2
2
Audit-related assurance services
2
–
–
Non-audit services
3
–
–
2
2
1. Audit services are in respect of audit fees for the Group. They comprise of amounts payable to BDO UK US$1.1 million (FY 2024:US$1 million). BDO SA US$0.3 million (FY
2024:US$ 0.3 million) and KPMG Tanzania US$0.1 million (FY 2024:US$0.1 million).
2. Audit-related services are in respect of the interim review of US$0.2 million (FY 2024: US$0.2 million).
3. Specific agreed upon procedures in relation to the Sustainability Report, under the International Standard on Related Services 4400 as issued by the International Auditing
and Assurances Standards Board, of US$nil (FY 2024: US$0.006 million) ) and IAASA query US$0.01 million (2024: US$nil), and tax advice US$nil (2024: US$0.01 million) and
US$0.3 million for the Reporting Accounting for the Group’s planned rights issue.
6. Impairment charge of non-financial assets
Accounting policies
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 there is any indication that an asset may be impaired, its recoverable amount is estimated. Recoverable
amount is the higher of fair value less costs to sell and value in use.
In assessing the recoverable amount, the expected future post-tax cashflows from the asset are discounted to their fair value less
cost to sell using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. Discounting the future cashflows to their present value using a pre-tax rate would not materially change the outcome.
The mine plan for each mine is the approved management plan at the reporting date for ore extraction and its associated capital
expenditure. The capital expenditure included in the impairment model does not include capital expenditure to enhance the asset
performance outside of the existing mine plan. The ore tonnes included in the Resource Statement, which management considers
economically viable, often include ore tonnes in excess of those used in the mine model and therefore the impairment test.
For an asset that does not generate cash inflows that are largely independent of those from other assets, the recoverable amount
is determined for the cash-generating unit to which the asset belongs. Each mine represents a separate cash-generating unit.
An impairment loss is recognised in the Consolidated Income Statement whenever the carrying amount of the cash-generating
unit exceeds its recoverable amount.
136
Petra Diamonds Limited Annual Report and Financial Statements 2025

6. Impairment charge of non-financial assets continued
Significant judgements and estimates relevant to impairment of non-financial assets
Life-of-mine and ore reserves/resources
There are numerous risks inherent in estimating ore reserves and resources and the associated current mine plan. The mine plan
for each mine is the current approved management plan for ore extraction that considers specific ore reserves and resources and
associated capital expenditure. The mine plan frequently includes fewer tonnes than the total reserves and resources that are set out
in the Group’s Resource Statement and which management may consider to be economically viable and capable of future extraction.
Management must make a number of assumptions when making estimates of reserves and resources, including assumptions as to exchange
rates, rough diamond and other commodity prices, extraction costs and recovery and production rates. Any such estimates and assumptions
may change as new information becomes available. Changes in exchange rates, rough diamond and commodity prices, extraction
and recovery costs and production rates may change the economic viability of ore reserves and resources and may ultimately result in
the restatement of the ore reserves and resources and potential impairment to the carrying value of the mining assets and mine plan.
The current mine plans are used to determine the ore tonnes and capital expenditure in the impairment tests.
Ore reserves and resources, both those included in the mine plan and certain additional tonnes contained within the Group’s Resource
Statement, which form part of reserves and resources considered to be sufficiently certain and economically viable, also impact the
depreciation of mining assets depreciated on a units-of-production basis (refer to note 11). Ore reserves and resources further impact
the estimated date of decommissioning and rehabilitation (refer to note 23).
Impairment reviews
While conducting an impairment review of its assets using the fair value less cost to sell basis, the Group exercises judgement in
making assumptions about future exchange rates, rough diamond prices, contribution from Exceptional Diamonds, volumes of
production, ore reserves and resources included in the current mine plans, feasibility studies, future development and production
costs and macro-economic factors such as inflation and discount rates. Changes in estimates used can result in significant changes
to the Consolidated Income Statement and the Consolidated Statement of Financial Position.
US$ million
2025
2024
Cullinan Mine
70
33
Finsch
37
45
Total impairment charge of non-financial assets
107
78
The key inputs and sensitivities are detailed in this note.
30 June 2025
In line with the requirements of IAS 36 Impairment of Assets, the Group carried out impairment testing for its main cash-generating
units (CGUs), being Cullinan Mine and Finsch.
The impairment tests were influenced by a number of factors, including:
• weakness in the rough diamond market during FY 2025;
• product mix variability at Cullinan Mine, driven by a lower incidence of gem-quality stones in the +10.8 carat category, which
negatively impacted revenues and average prices;
• ongoing competition from lab-grown diamonds; and
• changes to life-of-mine (LOM) plans following the deferral of capital projects and implementation of cost reductions.
The recoverable amount of Cullinan Mine was assessed as at 30 June 2025 and an impairment of US$70 million was recorded to reduce
the carrying value to the recoverable amount of US$277 million, calculated using a discount rate of 13.5% (2024: 13.5%). The impairment
was allocated primarily to property, plant and equipment.
The recoverable amount of Finsch was assessed as at 30 June 2025 and an impairment of US$37 million was recorded to reduce the
carrying value to the recoverable amount of US$132 million, calculated using a discount rate of 13.5% (2024: 13.5%). The impairment
was allocated primarily to property, plant and equipment.
137
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
6. Impairment charge of non-financial assets continued
30 June 2024
During FY 2024, the Group reviewed the carrying value of its investments, loan receivables and operational assets for indicators of
impairment. Following the assessment, impairment of property, plant and equipment was considered appropriate for Cullinan Mine
and Finsch. The Group recognised an asset level net impairment of US$78 million. The impairment comprised a US$45 million
impairments at Finsch, and impairment charges of US$33 million at Cullinan Mine.
Key estimates and assumptions
The key estimates used in determining the recoverable amount calculated, determined on a fair value less cost to sell, are listed in
the table below:
Key Estimate
Explanation
•
Cullinan Mine: FY 2035 (FY 2024: FY 2032)
•
Finsch : FY 2033 (FY 2024: FY 2031)
Current reserves
•
Cullinan Mine: 38.6 Mt (FY 2024: 33.6 Mt)
•
Finsch: 16.4 Mt (FY 2024: 18.3 Mt)
Diamond prices
Diamond prices used in the impairment test were based on actual pricing achieved during FY 2025, adjusted for
•
The starting price for FY 2026 is the average actual prices achieved during FY 2025, adjusted for a 2% market
•
Forecast prices are within the range estimates provided to the market during August 2025
•
This represents an approximate 10% increase year-on-year for FY 2027 and FY 2028, and 2% market price increase
•
The starting price for FY 2026 is the average actual prices achieved during FY 2024, being the most representative
•
Forecast prices are within the range estimates provided to the market during August 2025
•
This represents an approximate 6% increase year-on-year for FY 2027, and 2% market price increase thereafter
Cost inflation
Long-term inflation rates of 4.0%-10.0% (2024: 4.0%–10.0%) above the long-term US$ inflation rate were used
Exchange rates
Exchange rates are estimated based on an assessment of current market fundamentals and long-term expectations.
Valuation basis
Discounted present value of future cashflows. Fair value hierarchy level 3.
138
Petra Diamonds Limited Annual Report and Financial Statements 2025

6. Impairment charge of non-financial assets continued
Sensitivity analysis
The impairment outcome of applying sensitivities on the key inputs would have been::
US$ Million
Cullinan Mine
Finsch
Base case
70
37
Increase in discount rate by 100 basis points
79
42
Increase in discount rate by 200 basis points
87
47
Reduction in pricing forecasts by 5% over mine plan
109
63
Reduction in pricing forecasts by 10% over mine plan
156
90
Reduction of 10% carats production
141
63
Increase in operating expenditure by 5%
91
52
ZAR stronger by 5% through the LOM period
110
63
7. Net finance expense
US$ million
2025
Interest received on loans and other receivables
6
6
Interest received on bank deposits
2
3
Interest received from Revenue Authority (SARS)
6
–
Net unrealised foreign exchange profits
8
7
Foreign exchange gains realised on settlement of forward exchange contracts
6
5
Finance income
28
21
Gross interest on senior secured second lien notes, bank loans
(34)
(33)
Other debt finance costs, including facility fees and charges
(2)
(2)
Unwinding of rehabilitation obligations
(5)
(5)
Note redemption premium and acceleration of unamortised bank facility and Notes costs
(1)
–
Finance expense
(42)
(40)
Gain on extinguishment of Notes
5
1
Net finance expense
(9)
(18)
139
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
8. Taxation
Significant judgments and estimates relevant to taxation
The Group primarily operates in South Africa, and accordingly it is subject to, and pays annual income taxes under, the various income
tax regimes in the countries in which it operates. From time to time the Group is subject to a review of its income tax filings and in
connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the
Group’s business conducted within the country involved. Management evaluates each of the assessments and recognises a provision
based on its best estimate of the ultimate resolution of the assessment, through either negotiation or through a legal process.
US$ million
2025
– Current tax charge
10
2
– Current period
(47)
(34)
(37)
(32)
– Loss before taxation (including loss on discontinued operation)
1
(153)
(139)
Tax at South African corporate rate of 27% (2024: 27%)
(41)
(38)
– Tax charge at different rates in foreign jurisdictions
–
(1)
– Non-deductible expenses
3
2
– Tax losses and temporary differences not recognised
12
5
– Prior year under provision of tax (current and deferred)
1
–
– Non taxable income (profit on sale of subsidiaries)
(12)
–
Total tax release
(37)
(32)
1. Loss before tax of US$202 million (2024: loss US$114 million) less profit on sale of US$26 million (2024: loss of US$25 million).
In the current year the movement in unrecognised tax losses and temporary differences totalled US$13 million (2024: US$ 5 million).
Tax losses not recognised do not have an expiry period in the country in which they arise unless the entity ceases to continue trading.
Gross tax losses available but not recognised as at 30 June 2025 amount to US$114 million (2024: US$154 million) and primarily arise
in South Africa and the United Kingdom; amounts stated provide tax benefit at 27%, being the tax rate in South Africa, and 25%, being
the tax rate in the United Kingdom. There is no taxation arising from items of other comprehensive income and expense. Refer to note
24 for further information regarding deferred tax balances and movements.
9. Director remuneration and employee costs
Refer to note 25 for the Group’s policy in respect of share-based payments and related key judgements and estimates.
Staff costs during the year were as follows:
US$ million
2025
Wages and salaries – included in mining and processing costs
83
93
Wages and salaries – Included in corporate expenditure
4
4
87
97
Number of employees (excluding the Non-Executive Directors and contractors)
1,911
2,396
Key management personnel
Key management is considered to be the Non-Executive Directors and the Executive Committee (Exco). The Exco comprises the Joint
Interim Chief Executive Officers, the Chief Financial Officer, the Group Head of Human Resources, the Group Head of Legal and Company
Secretary and the Group Head of Sales and Marketing. Remuneration for the year for key management is disclosed in the table below:
US$ million
2025
2024
Salary and benefits
3
3
Annual bonus – paid in cash
–
1
Share-based payment charge
–
1
3
5
140
Petra Diamonds Limited Annual Report and Financial Statements 2025

10. Loss per share
Accounting policy
Basic loss per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the parent
by the weighted average number of Ordinary Shares outstanding during the year. Diluted loss per share amounts are calculated
by dividing the net loss attributable to ordinary equity holders of the parent by the weighted average number of Ordinary Shares
outstanding during the year plus the weighted average number of Ordinary Shares that would be issued on conversion of all the
dilutive potential Ordinary Shares into Ordinary Shares.
Profit/(loss) for the year
(124)
38
(86)
(84)
(2)
(86)
Denominator
Shares
Shares
Shares
Shares
Shares
Shares
As at 30 June
194,201,785
194,201,785
194,201,785
194,201,785
194,201,785
194,201,785
Re-presented
US$ cents
US$ cents
US$ cents
US$ cents
US$ cents
US$ cents
Basic and diluted profit/(loss) per share
(64)
19
(45)
(43)
(1)
(44)
The number of potentially dilutive Ordinary Shares, in respect of employee share options and Executive Director and Senior
Management share award schemes, is nil (2024: nil).
There have been no significant post-balance sheet changes to the number of options and awards under the share schemes to
impact the dilutive number of Ordinary Shares. See note 35: Events after the reporting period for the planned refinancing terms
and its possible effects on dilution of shares.
11. Property, plant and equipment
Accounting policies
Stripping costs
Costs associated with the removal of waste overburden at the Group’s open cast mine are classified as stripping costs within property,
plant and equipment or inventory, depending on whether the works provide access to future ore tonnes in a specific orebody section
or generate ore as part of waste removal. The stripping asset is depreciated on a units-of-production basis over the tonnes of the
relevant orebody section to which it provides future access.
Depreciation
The Group depreciates its mining assets using a units-of-production or straight-line basis, depending on its assessment of the most
appropriate method for the individual asset. When a units-of-production basis is used, the relevant assets are depreciated at a rate
determined as the tonnes of ore treated (typically production facility assets) or hoisted (typically underground development and conveying
assets) from the relevant orebody section, divided by the Group’s estimate of ore tonnes held in reserves and resources which have sufficient
geological and geophysical certainty and are economically viable. The relevant reserves and resources are matched to the existing assets
which will be utilised for their extraction. Where an operation is on care and maintenance, non-mining assets will continue to be depreciated
over their useful life. The Group depreciates its assets according to the relevant sections of the orebody over which they will be utilised.
A key estimate involves determination of future production units assigned to on-mine shared infrastructure, which is an ongoing assessment
given the mining plan and development projects. Shared infrastructure is defined as common infrastructure enabling ore extraction,
treatment and related support services, shared across more than one section of the orebody (such as the mine shaft or processing plant).
When the shared infrastructure assets provide benefit over multiple sections of the orebody they are depreciated over the reserves
of the relevant sections of the orebody. When the shared infrastructure is expected to be utilised to access or process ore tonnes
from deeper areas of the mine, which frequently represent ore resources that are outside of the current approved current mine plan
but for which the Group considers there to be sufficient certainty of future extraction, such assets are depreciated over those
reserves and resources.
The depreciation rates are as follows:
Mining assets
Plant, machinery and equipment Units-of-production method or 4–33% straight-line basis depending on the nature of the asset
Mineral properties Units-of-production method
Other assets
Plant and machinery 10–25% straight-line basis
Refer to notes 6, and 23 for the Group’s policy on impairment, rehabilitation provisions and associated decommissioning assets.
141
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
11. Property, plant and equipment continued
Judgements
Judgements are applied to property, plant and equipment as follows:
• When using the units-of-production depreciation method in estimating the ore tonnes held in reserves and resources which
have sufficient geological and geophysical certainty of being economically viable and are extractable using existing assets.
• The future production unit assigned to on-mine shared infrastructure which is utilised over more than one section of the orebody
or is used to access ore tonnes outside the current approved mine plan
• When assessing the estimated useful life of individual assets and residual values.
construction
Total
Balance at 1 July 2023
978
50
87
1,115
Additions
–
–
84
84
Disposals
(25)
–
–
(25)
Transfer of assets under construction
43
–
(46)
(3)
Translation difference
35
2
4
41
Balance at 30 June 2024
1 031
52
129
1,212
Additions
–
–
76
76
Disposals
(2)
–
–
(2)
Transfer of assets under construction
31
–
(31)
–
Disposal of subsidiaries
(201)
–
(5)
(206)
Translation difference
26
1
4
31
Balance at 30 June 2025
885
53
173
1,111
Balance at 1 July 2023
477
41
1
519
Depreciation for the year
85
4
–
89
Disposals
(21)
–
–
(21)
Impairments
78
–
–
78
Translation difference
18
1
–
19
Balance at 30 June 2024
637
46
1
684
Disposals
(2)
–
–
(2)
Depreciation for the year
79
5
–
84
Impairments
107
–
–
107
Disposal of subsidiaries
(176)
–
–
(176)
Translation difference
20
1
–
21
Balance at 30 June 2025
665
52
1
718
At 30 June 2024
1
394
6
128
528
At 30 June 2025
220
1
172
393
1. During the year, Intangible assets, previously disclosed as Property, plant and equipment (PPE) were removed from the PPE (Plant and machinery) disclosures and separately disclosed
under Non-current assets as Intangible assets on the Statement of Financial Position. Refer to note 12 for details. The 30 June 2024 PPE balance was reclassified to disclose the
Intangible Assets separately. The reclasified Intangible Assets net book value at 30 June 2024 was $4 million. The reclassification had no effect on earnings per share.
Capital commitments
The Group has total commitments of US$31 million (2024: US$29 million).
142
Petra Diamonds Limited Annual Report and Financial Statements 2025

12. Intangible assets
Accounting policies
An intangible asset is recognised when:
• it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
• the cost of the asset can be measured reliably.
Intangible assets are carried at cost less any accumulated amortisation and any impairment losses.
Depreciation
Amortisation is provided to write down the intangible assets, on a straight-line basis, to their residual values as follows:
The depreciation rates are as follows:
Item Useful life
Computer software 4 years
Judgements
Judgements are applied to intangible assets when assessing the estimated useful life of individual assets and residual values:
software
Total
Balance at 1 July 2023
7
7
Disposals
(3)
(3)
Transfer of assets under construction
3
3
Balance at 30 June 2024
7
7
Disposal of subsidiaries
(1)
(1)
Balance at 30 June 2025
6
6
Balance at 1 July 2023
5
5
Amortisation for the year
1
1
1
Disposals
(3)
(3)
Balance at 30 June 2024
3
3
Amortisation for the year
1
1
1
Disposal of subsidiaries
(1)
(1)
Balance at 30 June 2025
3
3
At 30 June 2024
4
4
At 30 June 2025
3
3
1. Amortisation is included in mining and processing cost on the Income Statement.
Intangibles comprise of computer software. During the Year, Intangible assets, previously disclosed as Property, Plant and Equipment
(PPE) were removed from the PPE disclosures and separately disclosed as Intangible assets on the Statement of Financial Position.
The, 30 June 2024 PPE balance were reclassified to disclose the Intangible Assets separately.
The re-allocation net book value at 30 June 2024 was US$4 million. On the SOFP, 30 June 2024 was reclassified as follows:
• PPE decreased by US$4 million; and
• Intangible Assets increased by US$4 million.
• The reclassification had no effect on earnings per share.
143
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
13. Leases
Information for leases for which the Group is a lessee is presented below:
Right-of-use assets
US$ million
Buildings
machinery
Total
Balance at 1 July 2023
6
39
45
Balance at 30 June 2024
6
39
45
Disposal of subsidiary
–
(39)
(39)
Balance at 30 June 2025
6
–
6
Balance at 1 July 2023
3
15
18
Amortisation for the year
–
5
5
Balance at 30 June 2024
3
20
23
Amortisation for the year
1
2
3
Disposal of subsidiary
–
(22)
(22)
Balance at 30 June 2025
4
–
4
At 30 June 2024
3
19
22
At 30 June 2025
2
–
2
Lease liabilities
US$ million
Buildings
machinery
Total
Balance at 1 July 2023
3
26
29
Finance charges
–
2
2
Lease payments
(1)
(5)
(6)
Balance at 30 June 2024
2
23
25
Finance charges
–
2
2
Lease payments
–
(5)
(5)
Disposal of subsidiary
–
(20)
(20)
Balance at 30 June 2025
2
–
2
US$ million
2025
2024
Current
–
4
Non-current
2
21
At 30 June
2
25
The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s
treasury function.
Amounts recognised in profit and loss
US$ million
2025
2024
Amortisation on right-of-use assets
(3)
(5)
Finance expense on lease liabilities
2
(2)
(1)
(7)
144
Petra Diamonds Limited Annual Report and Financial Statements 2025

14. Loans receivable
Refer to note 31 for the Group’s policy in respect of financial instruments, which include loans receivables.
Significant judgements and estimates relevant to loans receivable
Refer below for significant judgements in respect of the loans receivable and expected credit loss provision recorded in respect
of loans receivables.
US$ million
2025
2024
Loans receivable
1
27
42
1. Interest on the loans receivable is charged at the prevailing South African JIBAR plus an interest margin of 5.25%.
Loans receivable
The non-current loans receivable represents those amounts receivable from the Group’s (Broad-Based Black Economic Empowerment
(B-BBEE) Partners (Kago Diamonds and the Itumeleng Petra Diamonds Employee Trusts (IPDET)) in respect of advances historically
provided to the Group’s B-BBEE Partners to enable them to discharge interest and capital commitments under the B-BBEE Lender
facilities, advances to the B-BBEE Partners to enable trickle payment distributions to both Kago Diamonds shareholders and to the
beneficiaries of the IPDET (Petra Directors and Senior Managers do not qualify as beneficiaries under the IPDET Trust Deed), and
financing of their interests in Koffiefontein.
As a result of historical delays in the Cullinan Mine plant ramp-up and the Finsch SLC ramp-up, the Group has historically elected
to advance the B-BBEE Partners’ funds using Group treasury to enable the B-BBEE Partners to service their interest and capital
commitments under the B-BBEE Lender facilities (refer below). These receivables, including interest raised, will be recoverable
from the B-BBEE Partners’ share of future cashflows from the underlying mining operations.
The Group has applied the expected credit loss impairment model to its financial assets and the loans receivable. In determining
the extent to which expected credit losses may apply, the Group assessed the future free cashflows to be generated by the mining
operations, based on the current life-of-mine plans. In assessing the future cashflows, the Group considered a probability weighted
range of diamond price outlooks. Based on the assessment, an expected credit loss provision of US$23 million (2024: US$3 million)
has been recognised in the Consolidated Income Statement for the year.
US$ million
2025
2024
As at 1 July
42
37
Interest receivable
6
6
Expected credit loss provision
(23)
(3)
Translation difference
2
2
As at 30 June
27
42
The IPDET holds a 12% interest in each of the Group’s South African operations, with Petra’s commercial B-BBEE Partners holding the
remaining 14% interest through their respective shareholdings in Kago Diamonds, in which Petra has a 31.46% interest. The effective
interest percentages attributable to the remaining operations for the Group’s shareholders are disclosed in the table below:
Mine
B-BBEE Partner
Cullinan Mine
Kago Diamonds and IPDET
26.0
78.4
Finsch
Kago Diamonds and IPDET
26.0
78.4
Further details of the transactions with the B-BBEE Partners are included in note 26.
The loans receivable is measured at the estimated recoverable amount and are based on level 2 of the fair value hierarchy. Refer to
Note 31 for additional disclosures related to financial assets.
The expected credit loss is sensitive to changes in the underlying assumptions. A reduction of 20% in the probability assigned to the
base case scenario would increase the relative weighting and impact at more severe downside scenarios, resulting in a corresponding
increase in the ECL of approximately US$2 million.
145
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
15. Non-controlling interests
The non-controlling interests of the Group’s partners in its operations are presented in the table below:
US$ million
Cullinan Mine
Finsch
Koffiefontein
Tarorite
Williamson
1
Effective interest %
21.6%
21.6%
21.6%
17.8 %
0.0%
Country
South Africa
South Africa
South Africa
South Africa
Tanzania
As at 1 July 2024
7
5
(39)
–
–
(27)
Loss for the year
(19)
(11)
–
–
–
(30)
Derecognition on disposal
–
–
41
–
–
41
Translation difference
1
–
(2)
–
–
(1)
At 30 June 2025
(11)
(6)
–
–
–
(17)
US$ million
Cullinan Mine
Finsch
Koffiefontein
Tarorite
Williamson
1
Effective interest %
21.6%
21.6%
21.6%
17.8 %
25.0%
Country
South Africa
South Africa
South Africa
South Africa
Tanzania
As at 1 July 2023
16
17
(37)
–
–
(4)
Loss for the year
(7)
(13)
(1)
–
–
(21)
Dividend paid to non-controlling interest shareholders
(2)
–
–
–
–
(2)
Translation difference
–
1
(1)
–
–
–
At 30 June 2024
7
5
(39)
–
–
(27)
1. Non-controlling interest at Williamson was not recognised as the Government of Tanzania did not contribute in respect of accumulated losses.
No dividends were declared during the year, in the prior year, Cullinan Mine declared and paid a dividend out of profits generated in
FY 2023 to its non-controlling interests of US$2 million. The B-BBEE Partners repaid US$nil (2024: US$nil) towards their loans owing
to the Group. For additional information on total assets, total liabilities and segment results for each operation in the table above refer
to note 32.
16. Trade and other receivables
Accounting policy
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision
for trade receivables and the 12-month approach, unless a specific risk exists, for other receivables. To measure expected credit
losses on a collective basis, trade receivables and other receivables are grouped based on similar credit risk and ageing.
US$ million
2025
Diamond debtors
12
30
Trade receivables
2
5
Other receivables – net
1
9
Prepayments
7
9
22
53
Williamson VAT receivable
–
5
Environmental rehabilitation investment
1
1
5
Other receivables
1
10
1. Environmental rehabilitation investment held by Guardrisk as part of the mining rehabilitation guarantee provided to South Africa’s Department of Mineral Resources.
As at 30 June 2025 diamond debtors of US$12 million (2024: US$30 million) all settled post Year end.
146
Petra Diamonds Limited Annual Report and Financial Statements 2025

17. Inventories
Accounting policy
Inventories, which include rough diamonds, are stated at the lower of cost of production on the weighted average basis or estimated
net realisable value. Cost of production includes direct labour, other direct costs and related production overheads. Net realisable
value is the estimated selling price in the ordinary course of business less marketing costs. Net realisable value also incorporates
costs of processing in the case of the ore stockpiles. Consumable stores are stated at the lower of cost on the weighted average
basis or estimated replacement value. Work in progress stockpiles is stated at raw material cost including allocated labour and
overhead costs.
Significant judgements and estimates relevant to diamond inventories
Judgement is applied in making assumptions about the value of inventories and inventory stockpiles, including diamond prices,
production grade and expenditure, to determine the extent to which the Group values inventory and inventory stockpiles. The Group
uses empirical data on prices achieved, grade and expenditure in forming its assessment.
US$ million
2025
2024
Diamonds held for sale, including US$4 million for diamond inventory written down to cost in FY 2025
26
32
Work in progress stockpiles
–
1
Consumables and stores (net of provision)
9
18
35
51
18. Other financial asset
US$ million
2025
2024
Guardrisk environmental rehabilitation investment
14
14
Legislation stipulates that all mining operations within South Africa are required to make a provision for environmental rehabilitation
during the life-of-mine and at closure. In line with this requirement, the Group has entered into policies with a reputable insurance
broker to set aside funds for the aforementioned purposes. On the back of these policies, the insurance broker provides the required
mining rehabilitation guarantees which are accepted by South Africa's Department of Mineral Resources. The Group makes periodic
premium payments towards structured products that will allow the matching of the environmental rehabilitation liability against the
Group assets over a period of time. The rehabilitation provisions are disclosed in note 23.
The fair value of the asset is based on valuations supplied by Guardrisk.
These assets are highly liquid restricted access assets held by Guardrisk to secure the liability to the Department of Mineral
Resources.
The Group has identified climate-related projects and assessed for any financial environmental liabilities. The climate-related projects
in place have not resulted in any financial liability.
19. Cash and cash equivalents
US$ million
2025
2024
Cash and cash equivalents – unrestricted
34
28
Cash – restricted
1
3
1
37
29
Bank overdraft
–
(8)
37
21
1. The Group’s environmental rehabilitation insurance product, which currently includes Finsch and Cullinan Mine, has secured cash assets of US$2 million (2024: US$1 million) held
in a cell captive and by the Group’s bankers. The Group has a commitment to pay insurance premiums over the next year of US$1 million (2024: US$nil) to fund the environmental
rehabilitation insurance product for the South African operations. The rehabilitation provisions are disclosed in note 23.
147
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
20. Equity and reserves
Share capital
US$ million
Number of shares
2025
Number of shares
2024
At 30 June
10,000,000,000
164
10,000,000,000
164
At 30 June
194,201,785
146
194,201,785
146
The Group’s equity and reserve balances include the following:
Share capital
The share capital comprises the issued Ordinary Shares of the Company at par.
Share premium account
The share premium account comprises the excess value recognised from the issue of Ordinary Shares at par less share issue costs.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of entities with a
functional currency other than US Dollars and foreign exchange differences on net investments in foreign operations.
Share-based payment reserve
The share-based payment reserve comprises:
• The fair value of shares awarded under the Performance Share Plan measured at grant date (inclusive of market-based vesting
conditions) with estimated numbers of awards to vest due to non-market-based vesting conditions evaluated each period and
the fair value spread over the period during which the employees or Directors become unconditionally entitled to the awards
• Foreign exchange translation of the reserve
• Amounts derecognised as part of cash settlement of vested awards originally planned for equity settlement
21. Loans and borrowings
Accounting policy including policy for substantial modification of financial liabilities
Loan notes are recognised initially at fair value less attributable transaction costs. Such interest-bearing liabilities are subsequently
measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to
repayment is at a constant rate on the balance of liability carried in the Statement of Financial Position. ‘Interest expense’ in this
context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding.
When the Group’s borrowings are refinanced, and the refinancing is considered to be a substantial modification, the difference
between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised as a charge in the income statement.
Under the quantitative test, the modification is classed as substantial if the present value of the modified cashflows is at least 10%
different to the present value of the remaining original cashflows. There may be circumstances where the 10% test is not met, but
other qualitative factors indicate there has been a substantial modification.
The following table summarises the Group’s current and non-current interest-bearing borrowings:
US$ million
2025
2024
Loans and borrowings – senior secured lender debt facilities
99
–
Loans and borrowings – senior secured second lien notes
226
25
Total current borrowings
325
25
Loans and borrowings – senior secured lender debt facilities
–
25
Loans and borrowings – senior secured second lien notes
–
221
Total non-current borrowings
–
246
Total borrowings
325
271
148
Petra Diamonds Limited Annual Report and Financial Statements 2025

21. Loans and borrowings continued
(a) US$337 million senior secured second lien notes
A wholly owned subsidiary of the Company, Petra Diamonds US$ Treasury Plc, issued debt securities consisting of US$337 million
five-year senior secured second lien Loan Notes, with a maturity date of 8 March 2026. The Notes carry a coupon from:
• 1 July 2024 to 31 December 2025 of 9.75% per annum on the aggregate principal amount outstanding which is payable in cash
semi-annually in arrears on 31 December and 30 June of each year
• 1 January 2026 to 8 March 2026 (final coupon payment) of 9.75% per annum on the aggregate principal amount outstanding which
is payable in cash.
Period of 12 months from 9 March 2025
100.00%
During FY 2025, the Group, through the Issuer of the Notes, repurchased and cancelled Notes with a nominal value of US$24 million
at a cash value of US$19 million. The principal outstanding after these Notes repurchases is US$226 million, including previously
capitalised interest and unamortised loan fees.
The Notes are guaranteed by the Company and by the Group’s material subsidiaries and are secured on a second-priority basis on
the assets of the Group’s material subsidiaries (refer to note 28 for further detail). The Notes are listed on the Irish Stock Exchange
and traded on the Regulated Market of Euronext Dublin. The Company has the right to redeem all or part of the Notes at par, plus any
unpaid accrued interest:
The Notes are secured on a second-priority basis to the senior secured lender debt facilities by:
• The cession of all claims and shareholdings held by the Company and certain of the guarantors within the Group
• The cession of all unsecured cash balances held by the Company and certain of the guarantors
• The creation of liens over the moveable assets of the Company and certain of the guarantors
• The creation of liens over the mining rights and immovable assets held and owned by certain of the guarantors
(b) Senior secured lender debt facilities
Effective 15 February 2024, following the completion of an amendment agreement, Absa approved the increased commitments under
the existing RCF from ZAR1 billion (US$54 million) to ZAR1.75 billion (US$99 million), providing an additional c. US$41 million of liquidity
headroom at that time.
The terms of the Revolving Credit Facility (RCF) with Absa are:
• Maturity date 7 January 2026. The final repayment date is 60 days prior to 8 March 2026 creating a 60-day buffer between the
redemption of the Notes and the maturity of the RCF
• To maintain a net debt: EBITDA ratio tested semi-annually on a rolling 12-month basis
• To maintain an interest cover ratio tested semi-annually on a rolling 12-month basis, which if breached will give rise to an event of
default under the bank facilities
• To maintain a minimum 12-month forward-looking liquidity requirement that consolidated cash and equivalents shall not fall below
US$20.0 million
• Interest rate of SA JIBAR + 4.15% per annum, payable monthly (with the margin to be reassessed annually based on Petra’s credit
metrics). The year-end interest rate was 12.65% (2024: 12.65%)
• Foreign exchange settlement facility of ZAR300 million, no additional settlement fees
• The RCF facility is secured on the Group’s interests in Finsch and Cullinan Mine
The Company’s covenant levels for the respective measurement periods are outlined below:
FY25
FY26 H1
Consolidated net debt:EBITDA leverage ratio (maximum)
3.25
3.00
Interest cover ratio (minimum)
2.75
3.00
Fees, comprising commitment fees of 1.25% per annum of the principal amount.
Consolidated net debt for covenant measurement purposes is bank loans and borrowings plus Loan Notes, less cash, restricted cash,
bank overdraft and diamond debtors.
149
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
21. Loans and borrowings continued
As at 30 June 2025, the Group's Net Debt:Adjusted EBITDA ratio was 9.52 times, exceeding the maximum RCF covenant of 3.25
times, and its interest cover ratio was 1.20 times, below the RCF’s minimum covenant of 2.75 times. When Petra publishes these
annual results, it is required to submit a certificate to Absa Bank that it is in compliance with such covenants. The reported information
in these annual results would result in a breach of the RCF covenants. Management, therefore, approached Absa Bank after the
Period end to seek a waiver of these covenant breaches to prevent the occurrence of an event of default under the RCF and Absa
Bank has provided such waiver. The waiver is applicable only to the June 2025 covenant measurements and is unconditional.
See note 35 Events after the reporting period for the planned refinancing terms and how it may impact existing borrowings.
At 30 June 2025, the RCF was fully drawn, following drawdowns totalling ZAR2 billion (US$110 million) and repayments of ZAR660
million (US$36 million) during FY 2025 for working capital requirements.
(b) Financing activities – change in loans and borrowings and change in lease liability (per note 13)
At 1 July
246
25
25
296
247
–
29
276
Cash draw-downs
–
107
–
107
–
45
–
45
Capital repayments
–
(36)
(36)
–
(21)
_
(21)
Interest repayment
(22)
(8)
–
(30)
(25)
(5)
–
(30)
Lease payments
–
–
(5)
(5)
–
–
(6)
(6)
Redemption of Notes
(24)
–
–
(24)
(5)
–
–
(5)
Disposal of subsidiaries
–
–
(20)
(20)
–
–
–
–
Interest
26
7
2
35
29
5
2
36
exchange
–
4
–
4
–
1
–
1
At 30 June
226
99
2
327
246
25
25
296
22. Trade and other payables
US$ million
2025
2024
Trade payables
12
48
Accruals and other payables
27
30
39
78
Income tax payable
8
23
47
101
23. Provisions
Accounting policy– Decommissioning, mine closure and environmental rehabilitation
The obligation to restore environmental damage caused through mining is raised as the relevant mining takes place. Assumptions are
made as to the remaining life of existing operations based on the approved current mine plan and assessments of extensions to the
mine plans to access resources in the Resources Statement that are considered sufficiently certain of extraction.
Decommissioning and rehabilitation will generally occur on or after the closure of the mine, based on current legal requirements and
existing technology. A rehabilitation provision is raised based on the present value of the estimated rehabilitation costs. These costs
are included in the cost of the related asset. The capitalised assets are depreciated in accordance with the accounting policy for
property, plant and equipment. Increases in the provision, as a result of the unwinding of discounting, are charged to the Consolidated
Income Statement within finance expense. The cost of the ongoing programmes to prevent and control pollution, and ongoing
rehabilitation costs of the Group’s operations, is charged to profit and loss as incurred.
Changes to the present value of the obligation due to changes in assumptions are recognised as adjustments to the provision together
with an associated increase/(decrease) in the related rehabilitation asset. In circumstances where the rehabilitation asset has been
fully amortised, reductions in the provision give rise to other direct income.
150
Petra Diamonds Limited Annual Report and Financial Statements 2025

23. Provisions continued
Significant estimates and assumptions are made in determining the amount attributable to decommissioning and rehabilitation
provisions. These deal with uncertainties such as the legal and regulatory framework, timing and future costs. In determining the
amount attributable to decommissioning and rehabilitation provisions, management used a discount rate range of 10.0%–11.2%
(2024: 6.8–12.1%), estimated decommissioning and rehabilitation timing of 10 to 19 years (2024: 6 to 20 years) and an inflation rate
range of 7.5%–8.7% (2024: 4.0–9.6%). The Group estimates the cost of decommissioning and rehabilitation with reference to
approved environmental plans.
and rehabilitation
Total
Balance at 1 July 2024 (Restated)
8
2
1
7
11
71
100
Disposal of subsidiary
–
(2)
–
(5)
–
(25)
(32)
Change in estimate
(3)
2
(1)
(2)
2
(5)
(7)
of rehabilitation provision
–
–
–
–
–
6
6
Translation difference
1
–
–
–
–
1
2
Balance at 30 June 2025
6
2
–
–
13
48
69
US$ million
2025
2024
Current
7
8
Non-current
62
92
Balance at 30 June 2025
69
100
Human rights settlement claims
The Independent Grievance Mechanism (IGM) is a non-judicial process that has the capacity to investigate and resolve complaints
alleging severe human rights impacts in connection with security operations at the Williamson diamond mine. It is being overseen
by an Independent Panel of Tanzanian experts taking an approach informed by principles of Tanzanian law, and with complainants
having access to free and independent advice from local lawyers. The overall aim of the IGM is to promote reconciliation between
the Williamson diamond mine, directly affected parties and the broader community by providing remedy to those individuals who
have suffered severe human rights impacts. Petra Diamonds Limited (Petra) has agreed to fund the remedies determined by the IGM.
On 28 November 2023, the IGM became operational with the commencement of the IGM’s pilot phase. The pilot phase, which was
completed in May 2024, has allowed the IGM’s systems and procedures to be further developed and adjusted to take into account
learnings. The Independent Panel (IP) has started making decisions on the merits of the cases considered during the pilot phase
and the associated remedies for successful grievances. Registration of new grievances closed on 31 January 2024 and first remedy
payments to claimants were made on 14 June 2024.
Judgement has been applied by management in assessing the estimated future cost of remedies for successful grievances based
on the outcome of claims investigated during the pilot phase. Management has assessed the results of these investigated claims and
performed its own estimate based on calculations received from consultants. The estimate makes a number of different assumptions,
including, amongst others, the categories of the grievances, the number of non-returning claimants, the success rates of the grievances
and the settlement payment that apply to successful grievances due to, for example, limitation periods, contributory negligence,
the involvement of the Tanzanian police, self-defence and a lack of supporting evidence. These estimates also do not make any
allowance for non-financial remedies that the IP may award. The outcomes of the concluded cases, spread across all categories,
have been extrapolated across the grievance population, based on the average claim settlement per category and the various
categories of the grievances (nature of claims). Management’s assessment resulted in estimated aggregate costs of US$6 million
provided at Year End (2024: US$ 8 million). It is anticipated that the project will be concluded during the next financial year.
Employee entitlements and other provisions
The provisions relate to provision for an unfunded post-retirement medical fund, pension fund and retrenchment costs. Details in
respect of the post-retirement medical and pension schemes and related key judgements and estimates are disclosed in notes 29
and 30.
151
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
24. Deferred tax liabilities
Significant estimates and judgements related to deferred tax assets
Judgement is applied in making assumptions about recognition of deferred tax assets in respect of the timing and value of estimated future
taxable income and available tax losses, as well as the timing of rehabilitation costs and the availability of associated taxable income.
US$ million
2025
2024
Balance at the beginning of the year
50
82
Income statement credit
(47)
(34)
Foreign currency translation difference
–
2
Balance at the end of the year
3
50
Deferred taxation comprises:
US$ million
Total
– Property, plant and equipment
103
103
–
103
103
–
– Capital allowances
(78)
(76)
(2)
– Provisions and accruals
(27)
(23)
(4)
– Tax losses
(31)
(1)
(30)
(136)
(100)
(36)
Net deferred taxation (asset)/liability
(33)
3
(36)
US$ million
Total
– Property, plant and equipment
132
132
–
132
132
–
– Capital allowances
(96)
(61)
(35)
– Provisions and accruals
(37)
(19)
(18)
– Tax losses
(73)
(2)
(71)
(206)
(82)
(124)
Net deferred taxation (asset)/liability
(74)
50
(124)
No deferred tax liabilities (2024: US$nil) have been recognised in relation to US$305 million (2024: US$310 million) of gross
temporary differences associated with investments in subsidiaries as the Company is able to control the timing and amount of
dividends from the related subsidiaries and there are no plans for future dividend payments and therefore it is probable that the
reversal of the related temporary differences will not occur in the foreseeable future.
152
Petra Diamonds Limited Annual Report and Financial Statements 2025

25. Share-based payments
Accounting policies
Employee and Director share schemes
The Long Term incentive plan (LTIP) award fair value is measured annually at the date of grant with reference to the Company share
price and award quantum. The amount recognised as an expense is then adjusted to reflect the final number of LTIPs which vest once
the final performance conditions and weighted average share price are determined. Measurement of the expense is calculated on a
straight-line basis (LTIP award multiplied by the vesting percentage, multiplied by the Company’s share price, multiplied by the foreign
exchange rate).
Company schemes
The total share-based payment charge of US$1 million (2024: US$1 million) for the Performance Share Plan (PSP) was charged to the
Consolidated Income Statement.
There was no charge for the LTIP share plan to the Consolidated Income Statement (2024: US$nil).
Share grants to Directors and Senior Management: PSP and deferred awards
The share-based payment awards are considered to be equity-settled, albeit they can be cash settled at the Company’s option.
The PSP granted during the current year comprised the PSP with duration from FY 2025 to FY 2027. The PSP granted during the
current and prior year are as follows:
Grant date
27 September 2024
18 January 2024
19 October 2023
Share price at grant date (30-day VWAP)
27.1p
60.5p
51.9 p
Performance period
3 years
3 years
3 years
During the year, 8,281,632 (2024: 2,643,805 under the FY 2024–FY 2026 PSP) PSP shares were awarded under the FY 2025–
FY 2027 plan to Senior Management at a fair value price of 27.1 pence (2024: 66.98 pence). The awards were granted under the
Company’s 2021 PSP rules. The awards have no exercise price.
Senior Management (LTIP)
The LTIP scheme is a cash-based reward scheme with each LTIP unit equivalent in value to a Petra share award at time of vesting.
Awards will vest with reference to set performance criteria covering a three-year measurement period. The LTIP scorecard includes
a component measuring Petra’s sustainability performance with a focus on GHG emission reduction efforts in support of the Group’s
FY 2030 GHG emission reduction target, as well as the Company’s longer-term commitment to be net zero for Scope 1 and 2
emissions by 2050 while aspiring to reach this by 2040. Upon vesting, awards will be settled in cash.
26. Related parties
Subsidiaries
Details of subsidiaries are disclosed in note 28.
Directors
Details relating to key management personnel (including Directors) are disclosed in note 9.
B-BBEE Partners and related party balances
Details relating to the Group’s interests in its B-BBEE Partners are disclosed in note 14.
The Group’s related party B-BBEE Partner, Kago Diamonds, and its gross interests in the mining operations of the Group are
disclosed in the table below.
Cullinan Mine
Kago Diamonds (14%)
Kago Diamonds (14%)
Finsch
Itumeleng Petra Diamonds
153
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
26. Related parties continued
The non-current loans receivable, finance income and finance expense due from and due to the related party B-BBEE Partner and
other related parties are disclosed in the table below:
US$ million
2025
2024
Itumeleng Petra Diamonds Employee Trust
13
21
Kago Diamonds
14
21
27
42
Itumeleng Petra Diamonds Employee Trust
3
2
Kago Diamonds
3
3
6
5
Itumeleng Petra Diamonds Employee Trust
–
–
Kago Diamonds
–
1
–
1
Interest on the loans receivables is charged at South African JIBAR plus 5.25% (2024: South African JIBAR plus 5.25%).
Kago Diamonds is one of the B-BBEE Partners which obtained bank financing from the B-BBEE Lenders to acquire its interests in
Cullinan Mine and Finsch. Itumeleng Petra Diamonds Employee Trust holds investments in Petra Group’s mining operations for the
benefit of the beneficiaries.
Impairment charged of US$23 million (2024: US$3 million) relating to the loans receivable from the Group’s B-BBEE Partners.
27. Notes to the cashflow statement
(a) Cash generated from operations
US$ million
2025
Loss before taxation for the year from continuing and discontinued operations
(153)
(139)
Depreciation of property, plant and equipment
76
95
Amortisation of right-of-use asset
–
1
Net impairment charge
130
75
Gain on extinguishment of Notes
(5)
(1)
Movement in provisions
(6)
(3)
Finance income
(28)
(21)
Finance expense
42
40
(Profit)/loss on sale of property, plant and equipment
–
(1)
Non-cash items on discontinued operation
(33)
2
Share-based payment expense
1
1
Operating profit before working capital changes
24
49
Decrease/(increase) in trade and other receivables
15
(19)
Increase in trade and other payables
1
2
Decrease in inventories
12
35
Cash generated from operations
52
67
154
Petra Diamonds Limited Annual Report and Financial Statements 2025

28. Subsidiaries
At 30 June 2025 the Group held ordinary shares in the following significant subsidiaries:
held 30 June 2024
Nature of business
Cullinan Diamond Mine (Pty) Ltd
1
South Africa
Ordinary
74%
74%
Mining and exploration
Ealing Management Services (Pty) Ltd
1
South Africa
Ordinary
100%
100%
Treasury
Finsch Diamond Mine (Pty) Ltd
1
South Africa
Ordinary
74%
74%
Mining and exploration
(Pty) Ltd
South Africa
Ordinary
100%
100%
Dormant
Kalahari Diamonds Ltd
United Kingdom
Ordinary
100%
100%
Dormant
Petra Diamonds Angola Holdings Ltd
BVI
Ordinary
100%
100%
Dormant
Petra Diamonds Belgium BV
Belgium
Ordinary
100%
100%
Services provision
Petra Diamonds Foundation PPC
South Africa
Ordinary
100%
100%
Community development
Petra Diamonds Holdings SA (Pty) Ltd
1
South Africa
Ordinary
100%
100%
Investment holding
Petra Diamonds Netherlands Treasury B.V.
1
Netherlands
Ordinary
100%
100%
Dormant
Petra Diamonds Southern Africa (Pty) Ltd1
1
South Africa
Ordinary
100%
100%
Services provision
Petra Diamonds UK Services Ltd
United Kingdom
Ordinary
100%
100%
Services provision
Petra Diamonds UK Treasury Ltd
1
United Kingdom
Ordinary
100%
100%
Treasury
Petra Diamonds US$ Treasury Plc
1
United Kingdom
Ordinary
100%
100%
Treasury
Company (Pty) Ltd
South Africa
Ordinary
100%
100%
Mining and exploration
Tarorite (Pty) Ltd
1
South Africa
Ordinary
74%
74%
Beneficiation
Willcroft Company Ltd
1
Bermuda
Ordinary
100%
100%
Investment holding
1. The companies are guarantors to the senior secured second lien notes.
29. Post retirement pension scheme
The Company operates a defined benefit pension scheme and defined contribution pension scheme. The defined benefit scheme
was acquired as part of the acquisitions of Cullinan Mine and Finsch and is closed to new members. The rules of the scheme do not
currently indicate that surpluses will be allocated to the employer. Therefore, the Company has not recognised fund surpluses. Plan
assets are therefore limited to the value of the funded obligations.
All new employees are required to join the defined contribution scheme. The assets of the pension schemes are held separately from
those of the Group’s assets.
Defined benefit scheme
The defined benefit scheme, which is contributory for members, provides benefits based on final pensionable salary and contributions.
The pension charge or income for the defined benefit scheme is assessed in accordance with the advice of a qualified actuary using
the projected unit credit method.
US$ million
2025
2024
Defined benefit obligations
(8)
(8)
Plan assets
8
8
At 1 July
8
7
Return on plan assets – net of actuarial movements
1
1
Benefits paid to members
(1)
–
At 30 June
8
8
At 1 July
(8)
(7)
Benefits paid to members`
1
–
Finance expense
(1)
(1)
At 30 June
(8)
(8)
Effect of the asset ceiling
1
1
The previous statutory valuation showed that no further deficit funding was required from the employer.
155
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
29. Post retirement pension scheme continued
US$ million
2025
2024
Benefit payments 2026
–
1
Benefit payments 2027
1
1
Benefit payments 2028
1
1
Benefit payments 2029
1
1
Benefit payments 2030
1
–
Liabilities at fair market value at 30 June
4
4
30. Post-retirement medical fund
The Group’s post-retirement medical fund is unfunded and recognised as a liability on the Consolidated Statement of Financial
Position within provisions.
The scheme was acquired as part of the acquisitions of Cullinan Mine and Finsch and is closed to new members. The Group’s
post-employment healthcare liability consists of a commitment to pay a portion of the members’ post-employment medical scheme
contributions. This liability is also generated in respect of dependants who are offered continued membership of the medical scheme
on the death of the primary member.
Significant judgements and estimates relevant to medical funds
The post-employment medical liability is annually calculated by a qualified actuary using the projected unit credit method. The most
recent actuarial valuation was at 30 June 2025. Assumptions made in connection with the scheme valuation include the health care
cost of inflation, the average yield of South African Government long-dated bonds and withdrawal rates and life expectancies.
US$ million
2025
2024
Present value of post-employment medical liability
13
11
Net liability for the post-retirement medical fund obligation as at 1 July
11
10
Net expense recognised in the income statement
2
1
Membership changes
–
1
Benefit payments
–
(1)
Net liability for post-employment medical care obligations at 30 June
13
11
Finance expense
2
1
Discount rate
11.2 %
12.4%
Health care cost inflation
6.6%
7.9%
Net discount rate
4.3%
4.1%
US$ million
2025
2024
The following future benefit payments, which reflect the expected future services, as appropriate,
are expected to be paid:
2026
–
1
2027
1
1
2028
1
1
2029
1
1
2030
1
–
4
4
156
Petra Diamonds Limited Annual Report and Financial Statements 2025

31. Financial instruments
Accounting policies
The Group classifies its financial assets (excluding derivatives) into the following categories and the Group’s accounting policy for the
categories is as follows:
Financial assets
Amortised cost
These assets arise principally through the provision of goods and services to customers (eg trade receivables) but also incorporate
other types of contractual monetary assets where the objective is to hold these assets in order to collect contractual cashflows and
the contractual cashflows are solely payments of principal and interest. They are initially recognised at the fair value plus transaction
costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest
method, less provision for impairment.
Impairment
Impairment provisions for current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the
lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in
a separate provision account with the loss being recognised within operating costs in the Consolidated Income Statement. On
confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated
provision.
Impairment provisions/reversals for receivables from related parties, B-BBEE Partners and other third parties are recognised based
on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on
whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit
risk has not increased significantly since initial recognition of the financial asset, 12-month expected credit losses along with gross
interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along
with interest income on a net basis are recognised.
The Group’s financial assets measured at amortised cost comprise non-current receivables, trade and other receivables and cash
and cash equivalents in the Consolidated Statement of Financial Position.
The financial assets classified at amortised cost included in receivables are as follows:
Diamond debtors
12
30
Trade receivables
2
5
Other receivables (excluding taxation, VAT and prepayments)
1
15
Non-current receivables (excluding VAT)
44
47
59
97
The trade receivables are all due within normal trading terms. Diamond debtors are due within two days of awarding the rough
diamond sales tender to the successful bidder. The trade receivables relating to the year-end tender have all been received post
Year End. No trade receivables are considered to be subject to credit loss or impaired.
The carrying values of financial assets held at amortised cost are denominated in the following currencies:
Pound Sterling
1
1
South African Rand
31
54
US Dollar
27
42
59
97
The financial assets classified at fair value through profit or loss (FVTPL) are held within the Guardrisk rehabilitation policy (refer note
18). Fair value is measured at the market price for the listed investments. Inputs to the fair value are based on level 2 of the fair value
hierarchy. Fair value at 30 June is US$14 million (2024: US$14 million).
Financial liabilities
The Group classifies its financial liabilities (excluding derivatives) into one category: other financial liabilities. The Group’s accounting
policy is as follows:
157
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
31. Financial instruments continued
Other financial liabilities
Trade payables, other payables and leases
Trade payables, other payables and leases, which are initially recognised at fair value, are subsequently carried at amortised cost
using the effective interest rate method.
The other financial liabilities included in trade and other payables (which exclude taxation) are as follows:
Trade payables
12
48
Other payables (excluding taxation, VAT and derivatives)
27
33
Current lease liability
–
4
Bank overdraft
–
8
Non-current lease liability
2
21
41
114
The carrying values of other financial liabilities are denominated in the following currencies:
Pound Sterling
–
14
South African Rand
40
30
EURO
1
–
US Dollar
–
70
41
114
Interest-bearing borrowings
Refer to note 19 for the Group’s policy on interest-bearing borrowings.
The details of the categories of financial instruments of the Group are as follows:
– Non-current trade and other receivables (excluding VAT)
44
47
– Trade receivables
14
35
– Other receivables (excluding taxation, prepayments and VAT)
1
15
– Cash and cash equivalents – unrestricted
34
28
– Cash and cash equivalents – restricted
3
1
– Environmental rehabilitation investment
1
5
97
131
– Non-current lease liability
2
21
– Non-current loans and borrowings
–
246
– Current loans and borrowings
325
25
– Bank overdraft
–
8
– Trade and other payables (excluding taxation, VAT and derivatives)
39
78
– Current lease liability
–
4
366
382
158
Petra Diamonds Limited Annual Report and Financial Statements 2025

31. Financial instruments continued
There is no significant difference between the fair value of financial assets and other financial liabilities and the carrying values set
out in the table above, noting that non-current loan receivables and payables bear interest. The loan notes are illiquid and trading
at a significant discount to the face value of the loan notes. The planned refinancing of the loan notes will result in all notes being
exchanged at par, with amended terms. The fair value is therefore considered to be equal to the amortised cost of the liability.
The currency profile of the Group’s financial assets and liabilities is as follows:
US$ million
Total 2025
Total 2024
Pound Sterling
1
1
South African Rand
42
62
US Dollar
54
68
97
131
Pound Sterling
1
11
South African Rand
139
54
US Dollar
226
317
366
382
Further quantitative information in respect of these risks is presented throughout these Consolidated Annual Financial Statements.
Exposures to currency, liquidity, market price, credit and interest rate risk arise in the normal course of the Group’s business.
This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure
them. The Group uses financial instruments, in particular forward currency option contracts, to help manage foreign exchange risk.
The Directors review and agree policies for managing each of these risks.
Credit risk
A significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment. A default
on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall due. The Group
considers the probability of default upon initial recognition of an asset and whether there has been a significant increase in credit
risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Group
compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial
recognition. It considers available reasonable and supportive forwarding-looking information.
The Group sells its rough diamond production through a tender process on a recognised bourse. This mitigates the need to undertake
credit evaluations. Where production is not sold on a tender basis, the Directors undertake suitable credit evaluations before passing
ownership of the product. At the reporting date there were significant concentrations of credit risk in respect of the loans receivable.
The maximum exposure to credit risk is represented by the carrying amount of the financial assets in the Consolidated Statement of
Financial Position. The material financial assets are carried at amortised cost, with no indication of impairment. The Group considers
the credit quality of loans and receivables to be good with expected losses incurred as disclosed in note 14.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment
plan with the Group. Where loans or receivables have been written off, and in the absence of any mutual agreed settlement, the Group
continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised
in profit or loss. The loans receivable represents those amounts receivable from the Group’s B-BBEE Partners (Kago Diamonds and
the IPDET) in respect of advances historically provided to the Group’s B-BBEE Partners to enable them to discharge interest and
capital commitments under the B-BBEE Lender facilities, advances to the B-BBEE Partners to enable trickle payment distributions
to both Kago Diamonds shareholders and to the beneficiaries of the IPDET (Petra Directors and Senior Managers do not qualify
as beneficiaries under the IPDET Trust Deed). These receivables, including interest raised, will be recoverable from the B-BBEE
Partners’ share of future cashflows from the underlying mining operations, Cullinan Mine and Finsch.
159
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
31. Financial instruments continued
The Group applies the expected lifetime credit loss model to the loans receivable. In determining the extent to which expected credit
losses may apply, the Group assesses the future free cashflows to be generated by its mining operations, Cullinan Mine and Finsch.
In the estimation of these future cashflows, management are required to consider available reasonable and supportive forwarding-
looking information relating to reserves and resources, assumptions related to exchange rates, rough diamond and other commodity
prices, extraction costs and recovery and production rates. Any such estimates and assumptions may change as new information
becomes available. Changes in exchange rates, rough diamond and commodity prices, extraction and recovery costs and production
rates may change the economic viability of ore reserves and resources and may ultimately result in a significant increase in credit risk
related to the loans receivable.
During the Year, Management revised its estimation technique to incorporate additional factors around: Diamond prices, the ability to
refinance the Group’s debt which matures in FY2026, Production and all other residual risks. The impact of this change resulted in an
increase in the loss allowance for FY2025 of circa US$6 million.
Based on the assessment, an expected credit loss provision of US$23 million (2024: US$3 million) has been recognised in the
Consolidated Income Statement for the year.
The loss allowance for the BEE and Other receivables as at 30 June 2024 and 30 June 2025 reconciles as follows:
receivables
Total
Opening loss allowance at 1 July 2023
5
–
5
Allowance for the year
3
–
3
Translation differences
(1)
–
(1)
Loss allowance at 30 June 2024
7
–
7
Allowance for the year
22
1
23
Translation differences
1
–
1
Loss allowance at 30 June 2025
30
1
31
Group cash balances are deposited with reputable banking institutions within the countries in which it operates. Excess cash is held in
overnight call accounts and term deposits ranging from seven to 30 days. Refer to notes 18 for environmental rehabilitation investment
secured in respect of rehabilitation obligations. At Year End the Group had no undrawn borrowing facilities (2024: US$72 million).
Derivatives
The fair values of derivatives are recorded on the Consolidated Statement of Financial Position within ‘Trade and other receivables’
or ‘Trade and other payables’. Derivatives are classified as current or non-current depending on the date of expected settlement of
the derivative.
The Group utilises derivative instruments to manage certain market risk exposures. The Group does not use derivative financial
instruments for speculative purposes; however, it may choose not to designate certain derivatives as hedges for accounting
purposes. Such derivatives are classified as ‘non-hedges’ and fair value movements are recorded in the Consolidated Income
Statement. At Year End the Group had a derivative asset of US$ 5 million (2024: US$3 million asset) recognised in the Consolidated
Statement of Financial Position and a net realised foreign exchange gain of US$6 million (2024: US$5 million gain) and an unrealised
foreign exchange gain of US$8 million (2024: US$3 million gain) recognised in the Consolidated Income Statement.
The use of derivative instruments is subject to limits and the positions are regularly monitored and reported to the Board.
Foreign exchange risk
Foreign exchange risk arises because the Group has operations located in parts of the world where the functional currency is not
US Dollars. The Group’s net assets arising from its foreign operations are exposed to currency risk resulting in gains and losses on
translation into US Dollars.
Foreign exchange risk also arises when individual Group operations enter into transactions denominated in a currency other than
their functional currency. The policy of the Group is, where possible, to allow Group entities to settle liabilities denominated in their
local currency with the cash generated from their own operations in that currency, having converted US Dollar diamond revenues to
local currencies. In the case of the funding of non-current assets, such as projects to expand productive capacity entailing material
levels of capital expenditure, the central Group treasury function will assist the foreign operation to obtain matching funding in the
functional currency of that operation and shall provide additional funding where required. The currency in which the additional
funding is provided is determined by taking into account the following factors:
• The currency in which the revenue expected to be generated from the commissioning of the capital expenditure will be
denominated
• The degree to which the currency in which the funding is provided is a currency normally used to effect business transactions
in the business environment in which the foreign operation conducts business
• The currency of any funding derived by the Company for onward funding to the foreign operation and the degree to which it is
considered necessary to hedge the currency risk of the Company represented by such derived funding
160
Petra Diamonds Limited Annual Report and Financial Statements 2025

31. Financial instruments continued
The sensitivity analysis to foreign currency rate changes is as follows:
South African Rand
0.0563
51
48
54
US Dollar
1.0000
16
16
16
67
64
70
0.7282
1
1
1
South African Rand
0.0563
139
136
140
US Dollar
1.0000
226
225
226
366
362
367
Pound Sterling
0.7910
1
1
1
South African Rand
0.0550
71
63
73
US Dollar
1.0000
68
69
69
140
133
143
Pound Sterling
0.7910
14
13
15
South African Rand
0.0550
54
48
59
US Dollar
1.0000
317
317
317
385
378
391
The tables above reflect the impact of a 10% cumulative currency movement over the next 12 months and are shown for illustrative
purposes.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital, capital expenditure, finance charges and principal repayments
on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations and when necessary
will seek to raise funds through the issue of shares and/or debt.
It is the policy of the Group to ensure that it will always have sufficient cash to allow it to meet its liabilities when they fall due. To achieve
this, the Group maintains cash balances and funding facilities at levels considered appropriate to meet ongoing obligations.
Cashflow is monitored on a regular basis. The maturity analysis of the actual cash payments due in respect of loans and borrowings is
set out in the table below. The maturity analysis of trade and other payables is in accordance with those terms and conditions agreed
between the Group and its suppliers. For trade and other payables, payment terms are 30 days, provided all terms and conditions
have been complied with.
161
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
31. Financial instruments continued
Maturity analysis
The below maturity analysis reflects cash and cash equivalents and loans and borrowings based on actual cashflows rather than
carrying values.
US$ million
Notes
Interest rate
Total
or less
3–6 months
6–12 months
1–2 years
2–5 years
Cash – unrestricted
19
0.1– 5.1%
34
34
–
–
–
–
Cash – restricted
19
0.1–5.1%
3
3
–
–
–
–
Total cash
37
37
–
–
–
–
Bank loan – secured
19
11.25%
105
3
3
99
–
–
Trade payables
22
–
12
12
–
–
–
–
lien notes
19
9.75%
237
–
11
226
–
–
and borrowings
354
15
14
325
–
–
US$ million
Notes
Interest rate
Total
or less
3–6 months
6–12 months
1–2 years
2–5 years
Cash – unrestricted
17
0.1– 5 .1%
28
28
–
–
–
–
Cash – restricted
17
0.1–5.1%
1
1
–
–
–
–
Total cash
29
29
–
–
–
–
Bank loan – secured
19
12.38%
30
–
1
1
28
–
Trade payables
22
–
48
48
–
–
–
–
Bank overdraft
17
5.00–9.00%
8
8
–
–
–
–
lien notes
19
9.75%
294
–
12
12
270
–
Lease liabilities
11
5.98%
31
2
1
3
6
19
and borrowings
411
58
14
16
304
19
162
Petra Diamonds Limited Annual Report and Financial Statements 2025

31. Financial instruments continued
Interest rate risk
The Group has borrowings that incur interest at fixed and floating rates. The Group’s fixed rate borrowings comprise the senior
secured second lien notes which incur interest at a fixed interest rate of 9.75%. Management constantly monitors the floating interest
rates so that action can be taken should it be considered necessary. Management considered the impact of a change in the floating
interest rate to the Group’s financial results as the quantum of borrowings at floating rates is US$99 million (2024: US$25 million).
The impact of a 100 basis point increase/decrease in the rate would result in a financial loss/gain of US$1 million (2024: US$nil).
Other market price risk
The Group predominantly generates revenue from the sale of rough and polished diamonds, as well as occasionally from polished
stones. The significant number of variables involved in determining the selling prices of rough diamonds, such as the uniqueness
of each individual rough stone, the content of the rough diamond parcel and the ruling US$/ZAR spot rate at the date of sale,
makes it difficult to accurately extrapolate the impact the fluctuations in diamond prices would have on the Group’s revenue.
Capital disclosures
Capital is defined by the Group to be the capital and reserves attributable to equity holders of the parent company. The Group’s
objectives when maintaining capital are:
• To safeguard the ability of the entity to continue as a going concern
• To provide an adequate return to shareholders
The Group monitors capital on the basis of the consolidated debt to equity ratio. This ratio is calculated as net debt to equity.
Net debt is calculated as US$ Loan Notes (less transaction costs), bank loans and borrowings less restricted and unrestricted cash
and cash equivalents (as defined by the RCF agreement) and bank overdraft. Equity comprises all components of equity attributable
to equity holders of the parent company.
The debt to equity ratios at 30 June 2025 and 30 June 2024 are as follows:
US$ million
2025
Total debt
325
271
Net cash and cash equivalents
(37)
(21)
Net debt
288
250
Diamond debtors
(12)
(30)
Environmental rehabilitation investment (restricted)
(15)
(19)
Consolidated net debt
261
201
Total equity attributable to equity holders of the parent company
93
201
Net debt to equity ratio
2.81:1
1.00:1
The Group manages its capital structure by the issue of Ordinary Shares, raising debt finance where appropriate and managing
Group cash and cash equivalents.
163
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
32. Segment information
Segment information is presented in respect of the Group’s operating and geographical segments:
• Mining – the extraction and sale of rough diamonds from mining operations in South Africa and Tanzania
• Corporate – administrative activities in the United Kingdom
• Beneficiation – beneficiation activities in South Africa
Segments are based on the Group’s management and internal reporting structure. Management reviews the Group’s performance by
reviewing the results of the mining activities in South Africa and Tanzania, and reviewing the corporate administration expenses in the
United Kingdom. Each segment derives, or aims to derive, its revenue from diamond mining and diamond sales, except for the United
Kingdom corporate and administration cost centre.
During the year, the Group classified its Williamson operation as a discontinued operation in accordance with IFRS 5. Following this
classification, the Chief Operating Decision Maker (CODM) no longer reviews its financial performance separately. Accordingly, the
results of the discontinued operation have been excluded from the segment information presented below, which reflects only the
Group’s continuing operations.
Two customers individually contributed 10% or more to total revenue, amounting to US$94 million from all mining operations and
these two customers accounted for revenue of US$51 million and US$43 million in the year (2024: US$78 million and US$48 million).
The Group’s non-current assets located in South Africa are US$402 million (2024: US$549 million) and in Tanzania are US$nil
(2024: US$57 million) following the disposal of Williamson in May 2025.
The Group’s property, plant and equipment included in non-current assets located in South Africa are US$521 million
(2024: US$685 million) and in Tanzania are US$nil (2024: US$87 million) following the disposal of Williamson in May 2025.
Koffiefontein
5
Williamson
6
Beneficiation
4
Revenue
137
70
–
–
–
–
–
207
Segment result
1
(12)
(36)
–
–
(10)
–
–
(58)
Impairment charge – property,
plant and equipment and other
receivables
(70)
(37)
–
–
(23)
–
–
(130)
Other direct income
–
6
–
–
–
–
–
6
Operating loss
2
(82)
(67)
–
–
(33)
–
–
(182)
Financial income
28
Financial expense
(42)
Gain on extinguishment of
Notes net of unamortised costs
5
Income tax charge
37
charges (net of tax)
38
Non-controlling interest
30
holders of the parent company
(86)
Segment assets
3
314
151
–
–
3,366
–
(3,292)
539
Segment liabilities
3
359
151
–
–
2,192
8
(2,264)
446
Cash flow from
operating activities
40
(7)
–
–
–
–
–
33
Capital expenditure
36
27
–
–
1
–
–
64
1. Total depreciation of US$76 million included in the segmental result comprises depreciation incurred at the Cullinan Mine of US$44 million, Finsch of US$31 million and Corporate and
treasury of US$1 million.
2. Operating profit/(loss) is equivalent to revenue of US$207 million less total costs of US$400 million as disclosed in the Consolidated Income Statement.
3. Segment assets and liabilities include inter-company receivables and payables which are eliminated on consolidation.
4. The beneficiation segment represents Tarorite, a cutting and polishing business in South Africa, which can on occasion cut and polish select rough diamonds. Current year segment
result is the inventory adjustment (note 17).
5. The operating results of Koffiefontein are included under lprofit on discontinued operation including associated impairment (net of tax) as the operation has been disposed effective
18 October 2024.
6. Williamson results are included under profit on discontinued operation including associated impairment (net of tax) as the operation has been disposed effective 14 May 2025.
164
Petra Diamonds Limited Annual Report and Financial Statements 2025

32. Segment information continued
Koffiefontein
5
Williamson
6
Beneficiation
4
Revenue
190
120
–
–
–
–
–
310
Segment result
1
22
(21)
–
–
(14)
–
(3)
(16)
Impairment charge – property,
plant and equipment and other
receivables
(33)
(45)
–
–
(3)
(1)
–
(82)
Other direct income
1
1
–
–
–
–
–
2
Operating loss
2
(10)
(65)
–
–
(17)
(1)
(3)
(96)
Financial income
21
Financial expense
(40)
Gain on extinguishment of
Notes net of unamortised costs
1
Income tax charge
32
charges (net of tax)
(25)
Non-controlling interest
21
holders of the parent company
(86)
Segment assets
3
395
199
1
87
3,159
5
(3,074)
772
Segment liabilities
3
349
153
57
114
2,049
7
(2,174)
555
activities
68
12
–
(7)
(3)
–
–
70
Capital expenditure
48
25
–
10
1
–
–
84
1. Total depreciation of US$90 million included in the segmental result comprises depreciation incurred at the Cullinan mine of US$45 million, Finsch mine of US$30 million,
Williamson of US$14 million and Corporate and treasury of US$1 million.
2. Operating profit/(loss) is equivalent to revenue of US$310 million less total costs of US$406 million as disclosed in the Consolidated Income Statement.
3. Segment assets and liabilities include inter-company receivables and payables which are eliminated on consolidation.
4. The beneficiation segment represents Tarorite, a cutting and polishing business in South Africa, which can on occasion cut and polish select rough diamonds.
5. The operating results of Koffiefontein are included under loss on discontinued operation including associated impairment (net of tax) as the operation has been placed on permanent
care and maintenance.
33. Discontinued operations
A component of the Group should be classified as a discontinued operation when it has been disposed of, or abandoned, and
represents a separate major line of business or geographical area of operations.
Significant accounting policies relevant to non-current assets held for sale and discontinued operations
A component of the Group should be classified as a discontinued operation when it has been disposed of, or abandoned, and
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of
such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued
operations are presented separately in the statement of profit or loss.
The Group designates the results of discontinued activities, separately and reclassifies the results of the operation in the comparative
period from continuing to discontinued operations. The Group does not consider mines held on care and maintenance to be
discontinued activities unless the mine is abandoned and the discontinued criteria are met. The results of discontinued operations
are presented separately in the Consolidated Income Statement. This classification as a discontinued operation was applied to
Koffiefontein and Williamson mines at 30 June 2025 as both operations were sold during the Year.
165
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
33. Discontinued operations continued
Unrealised foreign exchange gains and losses on historical retranslation of the subsidiaries’ results into US Dollars are recycled to
the consolidated income statement upon completion of the disposal. The non-controlling interest attributable to minority shareholders
is recycled to the consolidated income statement upon completion of the disposal. The Group designates the results of discontinued
activities, including those of disposed subsidiaries, separately in accordance with IFRS and reclassifies the results of the operation in
the comparative period from continuing to discontinued operations. The Group does not consider mines held on care and
maintenance to be discontinued activities unless the mine is abandoned.
Profit/(loss) on discontinued operations:
Williamson operation (note 33 (a))
26
–
Koffiefontein operation (note 33 (b))
12
(3)
38
(3)
(a) Disposal of Williamson
At 31 December 2024, the Board reviewed its strategic options at Williamson and the asset was classified as an asset held for sale.
On 22 January 2025 the Company announced that it had entered into an agreement to sell its entire shareholding in the entity that
holds Petra's interest in Williamson, together with all the shareholder loans such entity owes Petra, to Pink Diamonds Investments
Limited (Pink Diamonds) for a headline consideration of up to US$16 million. Management has concluded that the collectability of
the contingent consideration is uncertain and therefore recognition of the consideration has been deferred until the uncertainty is
resolved. The fair value of the contingent consideration has been assessed to be nil, as the key assumption made in deriving that
estimate is the probablility of the mine making the required level of profit in future periods being remote.
In May 2025, the Group disposed of its entire interest in Williamson, including any rights in respect of Parcel 1 and related claims
against the Government of Tanzania. As a result, no assets or liabilities related to Williamson remains on the Group’s balance sheet
at 30 June 2025.
The transaction was completed during May 2025.
Effect of the transaction
The transaction had the following effect on the Group’s assets and liabilities
(a) (i) Net liabilities of Williamson:
US$ million
2025
Mining property, plant and equipment
30
Right-of-use asset
17
Non-current trade and other receivables
2
Trade and other receivables
16
Inventory
5
Assets disposed (other than cash)
70
Environmental liabilities
8
Provisions
22
Deferred tax
1
Lease liabilities
20
Trade and other payables
43
Bank overdraft
9
Liabilities disposed
103
Net liabilities disposed
33
166
Petra Diamonds Limited Annual Report and Financial Statements 2025

33. Discontinued operations continued
(a) (ii) Post-tax gain on disposal of Williamson:
US$ million
2025
Net liabilities disposed of
33
Less: other costs related to the disposal of Williamson
–
Gain on disposal of discontinued operation
33
Consideration received
1
Less: cash and cash equivalents disposed
–
Gain on disposal before tax
33
Tax
–
Gain on disposal, net of tax
33
1. Deferred consideration receivable is $16 million. At 30 June 2025, management concluded that the fair value of the consideration receivable cannot be reliably measured and
accordingly the fair value is nil.
(a) (iii) Result of Williamson:
Revenue
54
57
Cost of sales
(60)
(79)
Gross loss
(6)
(22)
Impairment reversal – other receivables
2
7
Gain on disposal (refer to a(ii) above)
33
–
Financial expense
(3)
(6)
Profit/(loss) before tax
26
(21)
Income tax charge
–
(1)
Net profit/(loss) for the year
26
(22)
Equity holders of the parent
26
(22)
Non-controlling interest
–
–
26
(22)
Operating activities
13
8
Investing activities
(9)
(10)
Financing activities
(5)
(6)
(1)
(8)
Above cash flows for Williamson are included within the group cash flow statement.
167
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

NOTES TO THE ANNUAL FINANCIAL STATEMENTS / CONTINUED
FOR THE YEAR ENDED 30 JUNE 2025
33. Discontinued operations continued
b) Disposal of Koffiefontein
During FY 2023 Management took the decision to put the Koffiefontein mine on care and maintenance. In the current financial year,
Petra entered into a definitive sale agreement for the sale of Koffiefontein.
On 7 October 2024, the Company announced that unconditional consent in terms of section 11 of the Mineral and Petroleum
Resources Development Act, No. 28 of 2002 had been granted for the sale of the entire issued share capital of Blue Diamond Mines
(Pty) Ltd to Koffiefontein Holdings (Pty) Ltd, an affiliate of the Stargems Group.
Effect of the transaction
The transaction had the following effect on the Group’s assets and liabilities
(b) (i) Net liabilities of Koffiefontein:
US$ million
2025
Provisions and trade payables
23
Net liabilities disposed (other than cash)
23
(b) (ii) Post-tax gain on disposal of Koffiefontein:
US$ million
2025
Net liabilities disposed of
23
Add: foreign currency translation recycled on disposal
31
Less: non-controlling interest derecognised
(41)
Less: other costs related to the disposal of Koffiefontein
(1)
Gain on disposal of discontinued operation
12
Less: cash and cash equivalents disposed
–
Gain on disposal, net of tax
12
(b) (iii) Result of Koffiefontein:
Revenue
–
–
Cost of sales
–
–
Gross loss
–
–
Provisions for rehabilitation and closure costs
–
(1)
Gain on disposal (refer to b(ii) above)
12
–
Financial expense
–
(2)
Net profit/(loss) for the year
12
(3)
Equity holders of the parent
12
(2)
Non-controlling interest
–
(1)
Gain/(loss) on disposal
12
(3)
The Consolidated Cashflow Statement includes the following amounts relating to Koffiefontein:
Operating activities
(2)
(3)
Net cash utilised in discontinued operations
(2)
(3)
168
Petra Diamonds Limited Annual Report and Financial Statements 2025

34. Prior year restatements
The following tables summarise the impacts of prior year restatements on the consolidated annual financial statements:
US$ million
30 June 2024
30 June 2023
reported
Adjustments
Restated
reported
Adjustments
Restated
Property, Plant and Equipment
1
532
(4)
528
598
(2)
596
Intangible assets
1
–
4
4
–
2
2
Total non-current assets
606
–
606
673
–
673
Trade and other receivables
2
65
(12)
53
41
(12)
29
Inventories
3
55
(4)
51
88
(4)
84
Total current assets
166
(16)
150
188
(16)
172
Total assets
772
(16)
756
861
(16)
845
Income tax payables
4
3
20
23
1
20
21
Total current liabilities
126
20
146
115
20
135
Provisions
4
112
(20)
92
99
(20)
79
Total non-current liabilities
429
(20)
409
429
(20)
409
Accumulated reserves/(losses)
2, 3
(23)
(16)
(39)
62
(16)
46
Total equity
217
(16)
201
1317
(16)
301
Total equity and liabilities
772
(16)
756
861
(16)
845
1. During FY 2025, management separately disclosed intangible assets on the Statement of Financial Position which were previously incorrectly disclosed as Property, Plant and
Equipment. The net book value of intangible assets re-allocated from PPE for FY 2024 was $4m. The error has been corrected by restating each of the affected financial statement
line items for prior periods. The reclassification had no effect on retained earnings or earnings per share.
2. During FY 2025, management concluded that the Parcel 1 receivable recognised in the prior periods represents a prior period error under IAS 8 due to the misapplication of IFRS 9
recognition criteria at the original recognition date in FY 2023. For recognition of a receivable, IFRS 9 requires a contractual right to receive cash. A legal opinion received during
FY 2025 indicated that the contractual right to receive cash has not been established and is not enforceable. Therefore, the receivable and its related income should not have been
recognised in FY 2023 and receivables and income were overstated by $12m. The errors have been corrected by restating each of the affected financial statement line items for prior
periods. The restatement had no effect on earnings per share.
3. During FY 2025, management identified that diamond inventory incorrectly included an element of unrealized profit of $4m from prior years from intercompany sales. The inventory
and profit in prior years were overstated by the unrealized amount before FY 2023. Therefore, a prior period adjustment was recorded to eliminate the unrealized profit and recognise
inventory at cost. The error has been corrected by restating each of the affected financial statement line items for prior periods. The restatement had no effect on earnings per share.
4. During FY 2025, management concluded that following a reassessment, the $20m liability in respect of unsettled and disputed tax claims was incorrectly recognised in prior periods
as a provision under IAS 37. Management concluded that it was an IAS 12 tax liability. Therefore, a prior period adjustment was recorded to reclassify the liability. The error has been
corrected by restating each of the affected financial statement line items for prior periods. The restatement had no effect on retained earnings or earnings per share.
35. Events after the reporting period
Refinancing
Subsequent to the Year end, the Group progressed its refinancing strategy to address the maturity of the US$228 million senior
secured notes due March 2026 and associated revolving credit facilities. On 8 August 2025, the Group announced the proposed
execution of a comprehensive refinancing package (the Refinancing), subject to shareholder approval, which includes:
• an extension to the maturity date of the Senior Secured Bank Debt to December 2029 and certain other changes to the terms
of the Senior Secured Bank Debt. The lender’s credit committee approved the terms on 16 September 2025;
• an extension to the maturity date of the Notes to March 2030 alongside concurrent amendments to the Notes; and
• a US$25 million rights issue at 16.5 pence per share that is to be underwritten by certain existing shareholders.
These measures strengthen the Group’s liquidity position, extend its debt maturity profile, and provide greater financial flexibility
to support ongoing operational requirements and strategic initiatives.
The Refinancing constitutes a non-adjusting event after the reporting date in terms of IAS 10 Events after the Reporting Period.
169
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

In addition to GAAP figures reported under International Financial Reporting Standards (IFRS), Petra provides certain Alternative
Performance Measures (APMs). These APMs are used internally in the management, planning, budgeting and forecasting of the
business and are also considered to be helpful in terms of the external understanding of the Group’s underlying performance.
Asthese are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Company’s definition
ofthese non-GAAP measures may not be comparable to other similarly titled measures reported by other companies.
The use of APMs by listed companies to better explain performance and provide additional transparency and comparability is common.
However, APMs should always be considered in conjunction with IFRS reported numbers and not used in isolation. Commentary within
the Annual Report, including the Financial Review, as well as the Consolidated Financial Statements and the accompanying notes,
should be referred to in order to fully appreciate all the factors that affect our business. We strongly encourage readers not to rely
onany single financial measure, but to carefully review our reporting in its entirety.
APM Method of calculation Relevance
Adjusted EBITDA Adjusted EBITDA is stated before depreciation, amortisation of
right-of-use assets, costs and fees relating to investigation and
settlement of human rights abuse claims, share-based expense,
netfinance expense, tax expense, impairment charges, expected
credit loss release/(charge), gain on extinguishment of Notes net
ofunamortised costs, profit on disposal of subsidiary and net
unrealised foreign exchange gains and losses.
Adjusted EBITDA excludes the impact of
certain non-cash items and one-off items
(ie loss/profit on discontinued operations)
and is used to provide further clarity on the
ongoing, underlying financial performance
of the Group.
Adjusted loss per
share (LPS) from
continuing
operations
Adjusted LPS from continuing operations is stated before impairment
charge, expected credit release/ (loss) provision, gain on extinguishment
of Notes net of unamortised costs, profit on disposal of subsidiary,
costs and fees relating to investigation and settlement of human
rights abuse claims and net unrealised foreign exchange gains
andlosses, and excluding taxation (charge)/credit on net unrealised
foreign exchange gains and losses and excluding taxation credit
onimpairment charge.
This is used to assess the Group’s
operational performance from continuing
operations per Ordinary Share. It removes
the effect of items that are not directly
related to operational performance.
Adjusted mining
and processing
costs
Mining and processing costs stated before depreciation and
share-based expense.
This removes the impact of non-cash
itemsfrom the actual operational cost.
Adjusted net profit/
(loss) after tax
Adjusted net profit/(loss) after tax is net profit/(loss) after tax stated
before impairment charge, expected credit release/(loss) provision,
gain on extinguishment of Notes net of unamortised costs, profit on
disposal of subsidiary and net unrealised foreign exchange gains
and losses, and excluding taxation (charge)/credit on net unrealised
foreign exchange gains and losses and excluding taxation credit on
impairment charge.
By removing the impact of items that are not
directly related to operational performance,
as well as the effect of any discontinued
operations, this is one of the indicators
usedto assess the underlying performance
of the business.
Consolidated net
debt:EBITDA
Consolidated net debt:EBITDA is consolidated net debt divided
byadjusted EBITDA.
This ratio is used by creditors, credit
ratingagencies and other stakeholders.
Consolidated net
debt
Bank loans and borrowings plus US$ Loan Notes, less cash and
diamond debtors.
This consolidated figure is used by the
lender group, analysts, rating agencies
andother stakeholders.
Operational free
cashflow
Cash generated from operations less capital expenditure for the
Year as per the Consolidated Cashflow Statement.
Free cashflow reflects the cash generated
from operations after capital expenditure
requirements have been met. This measure
reflects the Company’s ability to generate
cash from profit, reflecting strong working
capital management and capital expenditure
discipline.
Net debt The US$ Loan Notes (gross), bank loans and borrowings, net of cash
at bank (including restricted cash).
Net debt combines the various funding
sources that are included in the Consolidated
Statement of Financial Position and the
accompanying notes. It provides an overview
of the Group’s net indebtedness, providing
transparency on the overall strength of the
balance sheet.
Profit from mining
activities
Revenue less adjusted mining and processing costs plus other
directincome.
Provided to demonstrate the Group’s ability
to achieve profit from its core operating
activities.
Alternative Performance Measures
UNAUDITED
170
Petra Diamonds Limited Annual Report and Financial Statements 2025

US$ million 2025
Restated
2024
Restated
2023 2022 2021
Income statement
Revenue (gross)
1
207 310 325 564 402
Adjusted mining and processing costs
2
(175) (232) (202) (273) (261)
Profit from mining activity
3
33 78 123 291 141
Adjusted EBITDA
3
27 70 113 278 135
Adjusted net (loss)/profit after tax
3
(69) (20) (2) 115 (16)
Net (loss)/profit after tax – Group (116 ) (107) (102) 88 197
Statement of financial position
Current assets 113 150 172 409 274
Non-current assets 426 606 673 702 745
Total assets 539 756 845 1,111 1,079
Borrowings (short and long term) 325 271 247 366 430
Current liabilities (excluding borrowings) 47 81 101 75 49
Total equity 93 201 301 479 440
Movement in cash
Net cash generated from operating activities 31 42 43 284 140
Net cash utilised in investing activities (65) (93) (107) (53) (25)
Net cash (utilised in)/generated from financing activities 47 12 (155) (101) (8)
Net increase/(decrease) in cash and cash equivalents 13 (39) (219) 130 94
Ratios and other key information
Basic (loss)/earnings per share attributable to the equity holders of
the Company – US$ cents (64) (43) (54) 35 261
Adjusted basic (loss)/earnings per share from continuing operations
attributable to the equity holders of the Company – US$ cents
3
(29) (21) (3) 48 (36)
Capital expenditure 73 84 117 52 24
Cash at bank (including bank overdraft) 37 20 58 288 164
1. Revenue (gross) excludes revenues for Koffiefontein for FY 2023 and FY 2022, and Williamson for FY 2021 and FY 2020. Under IFRS, these revenues were classified in the
Consolidated Income Statement as part of the loss from discontinued operations.
2. Adjusted mining and processing costs are mining and processing costs (excluding Koffiefontein for FY 2023 and FY 2022, and Williamson for FY 2021 and FY 2020) stated before
depreciation and share-based expense. Under IFRS, the adjusted mining and processing costs were classified in the Consolidated Income Statement as part of the profit/loss from
discontinued operations.
3. For definitions of these non-GAAP measures refer to page 172.
The Group uses several non-GAAP measures above and, as these are non-GAAP measures, they should not be considered as
replacements for IFRS measures. The Company’s definition of these non-GAAP measures may not be comparable to other similarly
titled measures reported by other companies.
Five-year Summary of Consolidated Figures
FOR THE YEAR ENDED 30 JUNE 2025
171
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

US$ million 2025
Re-presented
2024
Revenue 207 310
Adjusted mining and processing costs
1
(175) (234)
Other direct income 1 2
Profit from mining activities
2
33 78
Other corporate income 1 –
Adjusted corporate overhead
3
(7) (8)
Adjusted EBITDA
4
27 70
Depreciation and amortisation of right-of-use asset (75) (77)
Share-based expense (1) (1)
Net finance expense (28) (26)
Adjusted net loss before tax (77) (34)
Tax credit
5
9 14
Adjusted net loss after tax
6
(68) (20)
Accelerated depreciation (1) –
Diamond royalty refund settlement (including interest) 12 –
Impairment (charge)/reversal – operations and other receivables
7
(1) (1)
Impairment charge – operations and non-financial receivables
7
(107) (78)
Impairments charge – B-BBEE receivables
7
(23) (3)
S189 retrenchment costs (6) (5)
Gain on extinguishment of Notes net of unamortised costs
8
5 1
Costs and fees relating to investigation and settlement of human rights abuse claims (2) (2)
Net unrealised foreign exchange gain 9 7
Taxation charge on unrealised foreign exchange movements
5
(1) (2)
Taxation credit on impairment reversal
5
29 21
Loss from continuing operations (154) (82)
Profit/(loss) on discontinued operations, net of tax
9
38 (25)
Net loss after tax (116) (107)
Loss per share attributable to equity holders of the Company – US$ cents
Basic loss per share – from continuing operations (64) (43)
Adjusted loss per share – from continuing operations
10
(29) (21)
1. Adjusted mining and processing costs are mining and processing costs stated before depreciation and amortisation, S189 retrenchment costs and Williamson tailings facility
remediation costs.
2. Adjusted profit from mining activities is revenue less adjusted mining and processing costs plus other direct income.
3. Adjusted corporate overhead is corporate overhead expenditure less corporate depreciation costs, share-based expense and non-recurring costs related to the tender offer
transaction and the IGM claims.
4. Adjusted EBITDA is stated before depreciation, amortisation of right-of-use asset, share-based payment expense, net finance expense, tax credit/(charge), impairment reversal/
(charges), expected credit loss release/ (charge), S189 retrenchment costs, recovery of fees relating to investigation and settlement of human rights abuse claims, Williamson tailings
facility remediation costs and accelerated depreciation, unrealised foreign exchange gains and losses and discontinued operations.
5. Tax credit/(expense) is the tax credit/(expense) for the Year excluding the taxation credit/(charge) on impairment charges/reversals to property, plant and equipment and unrealised
foreign exchange movements for the year; such exclusion more accurately reflects resultant Adjusted net loss after tax.
6. Adjusted net loss after tax is net loss after tax stated before any impairment (charges)/reversals, S189 retrenchment costs, gain on extinguishment of Notes net of unamortised costs,
Williamson tailings facility remediation costs and accelerated depreciation, recovery of fees relating to investigation and settlement of human rights abuse claims net unrealised
foreign exchange movements for the Year and related tax adjustments.
7. Impairment charge of US$130 million (2024: US$82 million reversal) were due to the Group’s impairment review of its operations and other receivables. Refer to note 6 for
furtherdetails. The impairment of US$130 million comprises an on US$107 million impairment charge to property, plant and equipment, impairment charges of US$23 million
(2024:US$3 million) relating to the loans receivable from the Group’s B-BBEE Partners andimpairment charges of US$1 million (2024: US$1 million) relating to the other receivables.
8. Transaction costs and acceleration of unamortised costs on partial redemption of Notes comprise transaction costs of US$5 million (2024: US$nil) included within corporate
expenditure (refer to note 4) and US$5 million (2024: US$1 million) in respect of the gain on note repurchases included within finance expense (refer to note 7).
9. The profit/loss on discontinued operations reflects the results of Koffiefontein and Williamson (net of tax), including impairment, of US$nil (2024: US$3 million) as per the requirements
of IFRS 5, refer to note 33.
10. Adjusted LPS is stated before impairment charge, movements in the expected credit loss provision, gain on extinguishment of Notes net of unamortised costs, acceleration of
unamortised costs on restructured loans and borrowings, costs and fees relating to investigation and settlement of human rights abuse claims, provision for unsettled and disputed
tax claims and net unrealised foreign exchange movements, S189 retrenchment costs, and the impact on taxation of impairment charges/reversals to property, plant and equipment
and unrealised foreign exchange movements for the Year. (Refer to Annexure 1).
FY 2025 Summary of Results and Non-GAAP Disclosures
172
Petra Diamonds Limited Annual Report and Financial Statements 2025

Adjusted loss per share (non-GAAP measure)
In order to show loss per share from operating activities on a consistent basis, an adjusted loss per share is presented which excludes
certain items as set out below. It is emphasised that the adjusted loss per share is a non-GAAP measure. The Petra Board considers
the adjusted loss per share to better reflect the underlying performance of the Group. The Company’s definition of adjusted loss per
share may not be comparable to other similarly titled measures reported by other companies.
Continuing
operations
30 June
2025
US$ millions
Discontinued
operation
30 June
2025
US$ millions
Total
30 June
2025
US$ millions
Continuing
operations
30 June
2024
US$ millions
Discontinued
operation
30 June
2024
US$ millions
Total
30 June
2024
US$ millions
Loss for the year (124) 38 (86) (84) (2) (86)
Adjustments:
Net unrealised foreign exchange gains
1
(8) – (8) (4) – (4)
Present value discount – Williamson VAT receivable – (2) (2) (6) – (6)
Impairment charge – operations
1
84 – 84 61 – 61
Impairment charge – other receivables 22 – 22 4 – 4
Taxation charge on unrealised foreign exchange loss
1
– – – 1 – 1
Taxation charge on impairment charge
1
(22) – (22) (17) – (17)
Williamson tailings facility – remediation costs (9) – (9) – – –
Retrenchment costs S189 4 – 4 4 – 4
Transaction costs – acceleration of unamortised costs
on restructured loans and borrowings 1 – 1 – – –
Gain on extinguishment of Notes net of unamortised
costs (5) – (5) (1) – (1)
Transaction costs – human rights settlement
agreement and provisions for unsettled and disputed
tax claims 1 – 1 2 – 2
Adjusted loss for the year attributable to parent (56) 36 (20) (40) (2) (42)
1. Portion attributable to equity shareholders of the Company.
Continuing
operations
30 June
2025
US $
Discontinued
operation
30 June
2025
US $
Total
30 June
2025
US $
Continuing
operations
30 June
2024
US $
Discontinued
operation
30 June
2024
US $
Total
30 June
2024
US $
Weighted average number of Ordinary Shares used
inbasic loss per share
As at 30 June 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
US$ cents US$ cents US$ cents US$ cents US$ cents US$ cents
Adjusted basic loss per share (29) (19) (10) (21) (1) (22)
The number of potentially dilutive Ordinary Shares, in respect of employee share options and Executive Director and Senior
Management share award schemes, is nil (2024: nil).
Annexure 1
173
Petra Diamonds Limited Annual Report and Financial Statements 2025
FINANCIAL STATEMENTS

Solicitors
Bermuda: Conyers Dill & Pearman Limited
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Tel: +1 441 295 1422
United Kingdom: Herbert Smith Freehills Kramer LLP
Exchange House
Primrose Street
London EC2A 2EG
Corporate brokers
BMO Capital Markets
100 Liverpool Street
London EC2M 2AT
Tel: +44 20 7236 1010
www.bmocm.com
Peel Hunt
7th Floor
100 Liverpool Street
London EC2M 2AT
Tel: +44 20 7418 8900
www.peelhunt.com
Registrar
MUFG Corporate Markets (Jersey) Limited
IFC5
St. Helier
Jersey JE1 1ST
Tel: UK: 0371 664 0300
(calls are charged at the standard geographic rate and will
varyby provider. Calls outside the United Kingdom will be
charged at the applicable international rate; lines are open
8.00am–5.30pm GMT Mon–Fri excluding public holidays in
England and Wales)
International: +44 371 664 0300
Website: www.mpms.mufg.com
Email: shareholderenquiries@cm.mpms.mufg.com
Transfer agent
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: UK: 0371 664 0300
(calls are charged at the standard geographic rate and will
varyby provider. Calls outside the United Kingdom will be
charged at the applicable international rate; lines are open
8.00am–5.30pm GMT Mon–Fri excluding public holidays in
England and Wales)
International: +44 (0) 371 664 0300
Website: www.mpms.mufg.com
Email: shareholderenquiries@cm.mpms.mufg.com
Auditors
BDO LLP
55 Baker Street
London W1U 7EU
Tel: +44 207 486 5888
Shareholder and Corporate Information
Petra Diamonds Limited
Registered office
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Group management office
107 Cheapside
London EC2V 6DN
Tel: +44 (0)7771 614 605
info@petradiamonds.com
www.petradiamonds.com
Corporate communications team
Tel: +44 (0)784 192 0021
Email: investorrelations@petradiamonds.com
Company registration number
EC 23123
Company Secretary
Robin Storey
Email: companysecretary@petradiamonds.com
174
Petra Diamonds Limited Annual Report and Financial Statements 2025

Stock exchange listing
The Company’s shares are admitted to the Main Market of the
London Stock Exchange, in the Commercial Companies (Equity
Shares) category. The Ordinary Shares (as defined below)
themselves are not admitted to CREST, but dematerialised
depositary interests representing the underlying Ordinary Shares
issued by Link Market Services Trustees Limited can be held and
transferred through the CREST system. The rights attached to
the Ordinary Shares are governed by the Companies Act 1981
(Bermuda) (as amended) (the Act) and the Company’s Bye-Laws
as adopted on 28 November 2011 (the Bye-Laws).
Dividend
The Company has not resolved to declare any dividend for
FY 2025.
Substantial shareholdings
The interests in the table below are based on shareholder
disclosures and share register analysis conducted by Orient
Capital, the following shareholders have holdings of more than
3% in Petra’s issued share capital as at 30 June 2025.
Shareholder
Percentage
ofvoting
rightsheld
The Terris Fund Ltd., SAC 29.37%
Azvalor Asset Management SGIIC SA 18.78%
JOSIVAR Sarl
1
11.56 %
MECAMUR S.L.
2
5.12 %
Franklin Templeton Investment Management Limited 5.04%
1. JOSIVAR Sarl is an entity that is wholly-owned by Jose Manuel Vargas, Petra’s Chair.
Inaddition to the 11.39% interest held by Mr Vargas through JOSIVAR, Mr Vargas owns
0.17% of Petra’s issued share capital in his personal capacity
2. MECAMUR S.L. is a family-owned company focused on financial investments, led and
managed by Mr. Santiago Bergareche
No changes have been disclosed to the Company in accordance
with DTR 5 since year end to the date of this report
Shares in issue
There was a total of 194,201,785 Ordinary Shares in issue at
30 June 2025.
Company Bye-Laws
The Company is incorporated in Bermuda and the UK City Code
on Takeovers and Mergers (the City Code) therefore does not
apply to the Company. However, the Company’s Bye-Laws
incorporate material City Code protections appropriate for
a company to which the City Code does not apply.
The Bye-Laws also require that all Directors stand for re-election
annually at the Company’s Annual General Meeting.
The Bye-Laws of the Company may only be amended by a
resolution of the Board and by a resolution of the shareholders.
The Bye-Laws of the Company can be accessed here:
www.petradiamonds.com/ about-us/corporate-governance.
Share capital
The Company has one class of shares of 0.05 pence each
(the Ordinary Shares). Details of the Company’s authorised
and issued Ordinary Share capital together with any changes
to the share capital during the Year are set out in note 18 to
the Financial Statements.
Power to issue shares
The Directors did not seek authority to allot Relevant Securities
(as defined in the Bye-Laws) at the AGM held on 13 November
2024 (the 2024 AGM).
Share rights
In accordance with the Company’s Bye-Laws, shareholders
havethe right to receive notice of and attend any general
meeting of the Company. Each shareholder who is present in
person (or, being a corporation, by representative) or by proxy
ata general meeting on a show of hands has one vote and, on a
poll, every such holder present in person (or, being a corporation,
by representative) or by proxy shall have one vote in respect of
every Ordinary Share held by them.
There are no shareholders who carry any special rights with
regard to the control of the Company.
Shareholder voting
The Company utilises a digital approach to voting and therefore
requests that all shareholders vote electronically. The Company
will not be sending paper proxy forms and, instead, shareholders
should vote either via the Shareholder Portal (uk.investorcentre.
mpms.mufg.com) or, for CREST holders, via the CREST network.
You will require your username and password in order to log in
and vote using the Shareholder Portal.
If you have forgotten your username or password, you can
request a reminder via the Shareholder Portal. If you have not
previously registered to use the Shareholder Portal, you will
require your investor code (IVC) which can be found on your
share certificate. Voting in this way is cost effective and efficient
and mitigates the risk of lost items via postal systems thus
ensuring your vote is received and recorded.
Standard financial calendar
Accounting period end 30 June
Annual Report published October
Annual General Meeting November
Interim accounting period end 31 December
Interim results announced February
175
Petra Diamonds Limited Annual Report and Financial Statements 2025
SUPPLEMENTARY INFORMATION

Restriction on transfer of shares
There are no restrictions on the transfer of Ordinary Shares
other than:
The Board may at its absolute discretion refuse to register any
transfer of Ordinary Shares over which the Company has a lien or
which are not fully paid up provided it does not prevent dealings
in the Ordinary Shares on an open and proper basis
During the Year, the Board did not place a lien on any shares
nordid it refuse to transfer any Ordinary Shares.
The Board shall refuse to register a transfer if:
• It is not satisfied that all the applicable consents, authorisations
and permissions of any governmental body or agency in
Bermuda have been obtained
• Certain restrictions on transfer from time to time are imposed
by laws and regulations
• So required by the Company’s share dealing code pursuant
towhich the Directors and employees of the Company require
approval to deal in the Company’s Ordinary Shares
• Where a person who holds default shares (as defined in the
Bye-Laws) which represent at least 0.25% of the issued shares
of the Company has been served with a disclosure notice and
has failed to provide the Company with the requested
information in connection with the shares
Repurchase of shares
The Company may purchase its own shares for cancellation or
toacquire them as Treasury Shares (as defined in the Bye-Laws)
in accordance with the Companies Act 1981 (Bermuda) on such
terms as the Board shall think fit. The Board may exercise all the
powers of the Company to purchase or acquire all or any part of
its own shares in accordance with the Companies Act 1981
(Bermuda), provided, however, that such purchase may not be
made if the Board determines in its sole discretion that it may
result in a non de minimis adverse tax, legal or regulatory
consequence to the Company, any of its subsidiaries or any
direct or indirect holder of shares or its affiliates.
Appointment and replacement of Directors
The Directors shall have power at any time to appoint any person
as a Director to fill a vacancy on the Board occurring as a result
of the death, disability, removal, disqualification or resignation
ofany Director or to fill any deemed vacancy arising as a result
ofthe number of Directors on the Board being less than the
minimum number of Directors that may be appointed to the
Board from time to time.
The Company may by resolution at any special general meeting
remove any Director before the expiry of their period of office.
Notice of such meeting convened for the purpose of removing
aDirector shall contain a statement of the intention to do so and
be served on such Director not less than 14 clear days before the
meeting and at such meeting the Director shall be entitled to be
heard on the motion for such Director’s removal.
A Director may be removed (with or without cause) by notice
inwriting by all of their co-Directors, provided such notice is
delivered to the Secretary and such Director.
Financial instruments
The Group makes use of financial instruments in its operations
asdescribed in note 31 of the Financial Statements.
Creditors’ payment policy
It is the Group’s policy that payments to suppliers are made in
accordance with those terms and conditions agreed between
theGroup and its suppliers, provided that all terms and
conditions have been complied with.
Website publication
The Directors are responsible for ensuring the Annual Report
and the Financial Statements are made available on a website.
Financial Statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements, which
may vary from legislation in other jurisdictions.
The Company operates a website which can be found at
www.petradiamonds.com. This site is regularly updated to
provide relevant information about the Group. In particular all
of the Company’s regulatory announcements and public
presentations are made available and there is a dedicated
Investors section at www.petradiamonds.com/investors.
The maintenance and integrity of the Company’s website
(aswellas the integrity of the Financial Statements contained
therein) is the responsibility of the Directors.
Shareholder enquiries
Any enquiries concerning your shareholding should be addressed
to the Company’s registrar. The registrar should be notified
promptly of any change in a shareholder’s address or other details.
The Company also has a Frequently Asked Questions
section to assist shareholders available on its website at:
www.petradiamonds.com/ investors/shareholders/faqs.
Shareholder Portal
The Company has set up an online Shareholder Portal,
uk.investorcentre.mpms.mufg.com, which offers a host of
shareholder services online.
Investor relations
Requests for further copies of the Annual Report and Accounts,
or other investor relations enquiries, should be addressed to the
investor relations team in London on +44 (0)7988 702 005 or
investorrelations@petradiamonds.com.
eCommunications
Shareholders have the flexibility to receive communications from
Petra electronically, should they so choose, and can update their
preferences at any time either by contacting MUFG or by logging
in to the Shareholder Portal.
SHAREHOLDER AND CORPORATE INFORMATION / CONTINUED
176
Petra Diamonds Limited Annual Report and Financial Statements 2025

Share price information
The latest information on the Ordinary Share price is
availableinthe Investors section of the corporate website
at www.petradiamonds.com/investors/share-price. Closing
share prices for the previous business day are quoted in most
daily newspapers and, throughout the working day, time delayed
share prices are broadcast on the text pages of the principal
UK television channels.
Share dealing services
The sale or purchase of shares must be done through a stockbroker
or share dealing service provider. The London Stock Exchange
provides a ‘Locate a broker’ facility on its website which gives
details of a number of companies offering share dealing services.
For more information, please visit the Private Investors section at
www.londonstockexchange.com.
Please note that the Directors of the Company are not seeking
to encourage shareholders to either buy or sell shares.
Shareholders in any doubt about what action to take are
recommended to seek financial advice from an independent
financial adviser authorised pursuant to the Financial Services
and Markets Act 2000.
Shareholder security
Shareholders are advised to be wary of any unsolicited advice,
offers to buy shares at a discount, or offers of free reports about
the Company. Details of any share dealing facilities that the
Company endorses will be included in Company mailings or
on our website. More detailed information can be found at
www.fca.org.uk/consumers/scams/investment-scam.
177
Petra Diamonds Limited Annual Report and Financial Statements 2025
SUPPLEMENTARY INFORMATION

Glossary
2025 AGM the Company’s Annual General Meeting for FY 2025
2L Notes the Company’s senior secured second lien loan notes due in March 2026, of which a principal amount of US$226
million remain outstanding
Act the Bermuda Companies Act, 1981
AGM Annual General Meeting
APM Alternative Performance Measure
ARC the Audit and Risk Committee of the Company
ASM artisanal small-scale mining
B-BBEE black economic empowerment, a policy of the South African Government to redress past economic imbalances
B-BBEE Partners the Group’s black economic empowerment partners, who hold minority interests in the Group’s South African
operations
Backstop Provider certain shareholders of the Company that have entered into the Equity Backstop Agreement
beneficiation the refining of a commodity; in the case of diamonds, refers to the cutting and polishing of a rough stone
block cave a method of mining in which large blocks of ore are undercut so that the ore breaks and caves under its own weight.
The undercut zone is initially drilled and blasted and some broken ore is drawn down to create a void into which initial
caving of the overlying ore can take place. As more broken ore is drawn progressively following cave initiation, the
cave propagates upwards through the orebody or block until the overlying rock also caves and surface subsidence
occurs. The broken ore is removed through the production or extraction level developed below the undercut level.
Once the caves have been propagated, it is a low cost mining method which is capable of automation to produce an
underground ‘rock factory’
Blocked Parcel or
Blocked Diamond
Parce
the parcel of diamonds (71,654.45 carats) blocked for export to Petra’s marketing office in Antwerp by the
Government of Tanzania, as announced by Petra on 11 September 2017
bottom cut-off refers to the smallest size of recoverable diamond in a resource or reserve estimate that is considered economic to
extract. It is generally defined by the bottom screen aperture size of the diamond sample plant used in a resource
estimate, or the production plant considered in a reserve estimate
Business
Restructuring Plan
a Group-wide analysis of the business carried out in FY 2025 aimed at reducing costs, optimising capital spend and
generating additional revenue
Bye-Laws the Company’s Bye-Laws, as adopted on 28 November 2011
c. circa
C-Cut the C-Cut area of the Cullinan Mine orebody
C-Cut Extension Tunnels 46 and 50 plus the C-Cut Centre areas of the Cullinan Mine orebody
CAGR compound annual growth rate
Capex capital expenditure
carat or ct a measure of weight used for diamonds, equivalent to 0.2 grams
CC1-E the CC1 East area of the Cullinan Mine orebody
CDM Cullinan Diamond Mine
CDP Carbon Disclosure Project, a global disclosure system that enables companies, cities, states and regions to measure
and manage their environmental impacts
CEO Chief Executive Officer
CFO Chief Financial Officer
City Code the UK City Code on Takeovers and Mergers
CO
2
Carbon dioxide
Code the UK Corporate Governance Code 2018
COO Chief Operating Officer
Consent Solicitation implementation of the extension of the maturity date of the Notes by way of a voluntary consent solicitation process
COVID-19 COVID-19 is an infectious disease caused by the Coronavirus
Cpht carats per hundred metric tonnes
Culture Code Petra’s Culture Code, consisting of icons representing enabling and disabling behaviours
CY calendar year
DMPR Department of Mineral and Petroleum Resources
DMRE the South African Department of Minerals Resources and Energy
double materiality a reporting term referring to how a business is affected by sustainability issues (outside-in) and how its activities
impact society and the environment (inside-out)
178
Petra Diamonds Limited Annual Report and Financial Statements 2025

EBITDA earnings before interest, tax, depreciation and amortisation
EPS earnings per share
Equity Backstop
Agreement
the agreement entered into by the Backstop Providers as announced on 08 August 2025 to underwrite the Rights
Issue at a price of 16.5 pence per share
ERM enterprise risk management
ESD Enterprise and Supplier Development
ESG environmental, social and governance
Exceptional Stones rough diamonds that sell for US$15 million or more each. This definition was updated for FY 2023 from US$5 million
used historically
Exco Executive Committee
FDM Finsch Diamond Mine
FRC the UK’s Financial Reporting Council
FY Petra’s financial year (1 July to 30 June)
G7 the intergovernmental political forum consisting of Canada, France, Germany, Italy, Japan, the United Kingdom and
the United States
G&A general and administrative expenditure
GAAP Generally Accepted Accounting Principles, issued by the Financial Accounting Standards Board
GDP gross domestic product
GHG greenhouse gases
GISTM Global International Standard on Tailings Management
GoT Government of the United Republic of Tanzania
Group Petra and its subsidiaries, jointly controlled operations and associates
grade the content of diamonds, measured in carats, within a volume or mass of rock
H1 or H2 first half, or second half, of the financial year
HDSA historically disadvantaged South Africans
IASB International Accounting Standards Board
IFRS International Financial Reporting Standards
IGM the non-judicial independent grievance mechanism which will have the capacity to investigate and resolve
allegations of severe human rights violations in connection with security operations at Williamson in Tanzania through
an independent panel of Tanzanian experts applying Tanzanian law and with complainants having access to free and
independent advice from local lawyers
iNED independent Non-Executive Director
Indicated Resource that part of a resource for which quantity, grade or value, density, shape and physical characteristics of the deposit
are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support
mine planning and evaluation of the economic viability of the deposit
Inferred Resource that part of a diamond resource for which quantity, grade and average diamond value are estimated on the basis of
limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and
grade continuity
inventory diamonds held with the ultimate goal of resale
IPDET Itumeleng Petra Diamonds Employee Trust, which is a registered trust holding a 12% interest in each of Petra’s South
African operations, through which the current and certain former employees (with some exceptions in both cases) of
Petra’s South African operations participate
ISO International Standards Organisation
JIBAR Johannesburg Interbank Average Rate
Kimberley Process the Kimberley Process is a joint government, industry and civil society initiative to remove conflict diamonds from the
global supply chain
kimberlite an ultramafic igneous rock consisting mainly of olivine, often with phlogopite mica and pyroxenes. Kimberlite is
generated at great depth in the Earth’s mantle, and may or may not contain diamonds
KDM Koffiefontein Diamond Mine
KPI key performance indicator
KWH/T kilo watt per hour per tonne
LED local economic development
LGD laboratory/lab-grown diamond
179
Petra Diamonds Limited Annual Report and Financial Statements 2025
SUPPLEMENTARY INFORMATION

like-for-like refers to the change in realised diamond prices between tenders and excludes revenue from all single stones and
Exceptional Stones, while normalising the product mix impact
Lock-Up Agreement the agreement entered into with a working group of holders of the Notes, as announced on 08 August 2025, in
connection with the Refinancing
LOM Life-of-mine
LTI lost time injury; a work-related injury resulting in the employee/contractor being unable to attend work on the day
following the injury
LTIFR lost time injury frequency rate; the number of LTIs multiplied by 200,000 shifts and divided by the number of total
man hours worked by all employees and contractors
Mcts million carats
Measured Resource that part of a resource for which quantity, grade or value, density, shape and physical characteristics of the deposit
are estimated with sufficient confidence to allow the application of Modifying Factors to support detailed mine
planning and final evaluation of the economic viability of the deposit
mid-stream refers to the segment of the diamond industry involved in cutting, polishing and manufacturing activities
Minerals Council SA the Minerals Council of South Africa
Mining Charter the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry in South Africa,
commonly known as the Mining Charter, has a core objective to facilitate meaningful participation of HDSAs in the
mining industry, by deracialising the ownership of the industry, expanding business opportunities for HDSAs, and
enhancing the social and economic welfare of employees and mine communities
Modifying Factors considerations used to convert mineral resources to mineral reserves. These include, but are not restricted to,
mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental
factors
MPRDA the Mineral and Petroleum Resources Development Act, 28 of 2002 of the Republic of South Africa
Mt million tonnes
Mtpa million tonnes per annum
NDC Natural Diamond Council
NED Non-Executive Director
NGO non-governmental organisation
Notes the Company’s senior secured second lien loan notes due in March 2026, of which a principal amount of US$226
million remain outstanding
NPV net present value
NUM National Union of Mine Workers in South Africa
Opex operating costs
Ordinary Shares ordinary shares of 0.05 pence each in Petra’s share capital
orebody a continuous well-defined mass of material of sufficient ore content to make extraction feasible
pa per annum
Participating
Noteholder
holders of the Notes who have executed on the Lock-Up Agreement as part of the Refinancing, as announced on 08
August 2025
Paterson A, B and
C-Low Bands
the Paterson grading system is an analytical method of job evaluation, used predominantly in South Africa, and is
comprised of grades A to F, with A being the lowest skilled and F being the highest
Period 1 July 2024 to 30 June 2025
PICE payments in cash or equity
PIK payment in kind. In relation to a bond, loan note or debt instrument, if an instrument is PIK, it means that its interest is
satisfied by issuing further bonds rather than being settled in cash. Until 30 June 2024, the interest payable on
Petra’s Loan Notes is PIK
PRF Plant Recovery Factor
Probable Reserves the economically mineable part of an indicated, and in some circumstances, a measured diamond resource
Proved Reserves the economically mineable part of a measured resource
PSP Performance Share Plan
PwC PricewaterhouseCoopers
Q quarter of the financial year
RCF Revolving Credit Facility
RCP Representative Concentration Pathways
Refinancing the proposed refinancing of the Company’s debt as announced on 08 August 2025 wp-petra-diamonds-2023.s3.
eu-west-2.amazonaws.com/media/2025/08/Refinancing-Announcement_08.08.2025_rev-publish.pdf
GLOSSARY / CONTINUED
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rehabilitation the process of restoring mined land to a condition approximating to a greater or lesser degree its original state
Rights Issue a US$25m rights issue at 16.5 pence per share that is to be underwritten by certain existing shareholders, as
announced on 08 August 2025, as part of the Refinancing
RJPs Restorative Justice Projects
ROM Run-of-mine, relating to production from the primary orebody
Rough Diamond
PriceIndex
the Zimnisky Global Rough Diamond Price Index was created to consolidate reliable natural rough diamond price
information and publish the current price change of natural rough diamonds on a weekly basis in the form of an index
SAMREC South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves
Scheme implementation of the extension of the maturity date of the Notes through a creditor scheme arrangement under Part
26 of the Companies Act
Senior Secured
BankDebt
the Group’s senior secured bank debt facilities
Senior Secured
BankLender
the provider of the Senior Secured Bank Debt
Senior Secured
Second Lien Notes
the Company’s senior secured second lien loan notes due in March 2026, of which a principal amount of US$226
million remain outstanding
SDGs the United Nations Sustainable Development Goals
SEP stakeholder engagement plan
shaft a vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a
hoist at the top, which lowers and raises a conveyance for handling workers and materials
SHS Safety, Health and Sustainability
SIB capex staying-in-business capex
SID Senior Independent Director
SLC sub-level cave
SLP social and labour plans
SMMEs small, medium and micro enterprises
SRM stakeholder relationship management
stockpile a store of unprocessed ore
sub-level cave follows the same basic principles as the block caving mining method; however, work is carried out on intermediate
levels and the caves are smaller in size and not as long lasting. This method of mining is quicker to bring into
production than block caving, as the related infrastructure does not require the level of permanence needed for a
long-term block cave. This method is used to supplement block caving in order to provide production flexibility
tailings material left over after processing ore
TB tuberculosis
TCFD Task Force on Climate-related Financial Disclosures
tCO
2
e/ct tonnes of CO
2
equivalent per carat produced
tCO
2
e/ct tonnes of CO
2
equivalent produced
tender Petra sells all its rough diamond production by method of open tender
TIFR total injury frequency rate
tonnage quantities where the tonne is an appropriate unit of measure, typically used to measure reserves of target commodity
bearing material or quantities of ore and waste material mined, transported or milled
TSF tailings storage facility
TSR total shareholder return
Tunajali Committee a sub-committee of the Board comprised of independent NEDs which was established for the purpose of carrying
out the independent investigation into the allegations of human rights abuses at Williamson in Tanzania and
disbanded in May 2021 upon the conclusion of the investigation
Type II diamonds Type II diamonds have no measurable nitrogen impurities, meaning they are often of top quality in terms of colour
and clarity. Type IIa diamonds make up 1–2% of all natural diamonds. These diamonds are almost or entirely devoid
ofimpurities, and consequently are usually colourless. Many large famous diamonds, such as the Cullinan and the
Koh-i-Noor, are Type IIa. Type IIb diamonds make up about 0.1% of all natural diamonds.
In addition to having very low levels of nitrogen impurities comparable to Type IIa diamonds, Type IIb diamonds
contain significant boron impurities which is what imparts their blue/grey colour. All blue diamonds are Type IIb,
making them one of the rarest natural diamonds and very valuable
UASA United Association of South Africa - A trading union in South Africa, initially focused on mining
US$ US Dollar
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SUPPLEMENTARY INFORMATION

UK Companies Act the United Kingdom Companies Act, 2006
waste ingress waste and fines (fine grained kimberlite waste which has the tendency to flow uncontrollably) that are channelled
from highly depleted areas of the previous mining levels prematurely into new lower loading points
WDL Williamson Diamonds Limited, the owner and operator of Williamson in Tanzania
Year 1 July 2024 to 30 June 2025
ZAR South African Rand
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Group Management Office
PETRA DIAMONDS LIMITED
107 CHEAPSIDE, LONDON EC2V 6DN
UNITED KINGDOM
EMAIL: INVESTORRELATIONS@PETRADIAMONDS.COM
WWW.PETRADIAMONDS.COM
Company Secretary
ROBIN STOREY
EMAIL: COMPANYSECRETARY@PETRADIAMONDS.COM
South African Office
Physical Address
SILVER POINT OFFICE PARK, BLOCK 3,
22 EALING CRESCENT, BRYANSTON, 2021,
JOHANNESBURG, SOUTH AFRICA
Postal Address
P.O. BOX 71007
BRYANSTON
2021
SOUTH AFRICA
Contact Details
TELEPHONE: +27 11 702 6900
FAX: +27 11 706 3071
EMAIL: INFO@PETRADIAMONDS.COM