Tirupati Graphite plc
Annual report and financial statements
for the year ended 31 March 2024
Registered number: 10742540

Tirupati Graphite plc
Table of Contents
Annual Report and Financial Statements
period ended 31 March 2024
Table of Contents
Company Information 3
Chairman’s Statement 4
Strategic Report 7
Business overview 7
Graphite Markets 7
Madagascar Graphite Projects 10
A. Sahamamy operations and development: 10
B. Vatomina Operations & Development 11
C. Hydropower and Renewable Energy Strategy 13
D. Drilling and Exploration 14
E. Rehabilitation and Restoration 15
Mozambique Graphite Projects 16
Statement of Resources 18
Financial Review 21
Directors’ Statement Under Section 172 (1) of the Companies Act 2006 26
Climate Related Financial Disclosures 35
ESG, Corporate and Social Responsibility 36
Report on Payments to Governments 37
Diversity and Inclusion 38
Corporate Governance Report 39
Remuneration Report 47
Directors’ Report 53
Statement of Directors’ Responsibilities 62
Independent Auditor’s Report 64
Group and Company Financial Statements 74

Tirupati Graphite plc
Company Information
Annual Report and Financial Statements
period ended 31 March 2024
3 | Page
Company Information
DIRECTORS:
C Dennis
M Lynch-Bell
J Nieuwenhuys
M Rollins
COMPANY SECRETARY:
MSP Corporate Services Limited
27-28 Eastcastle Street
London
W1W 8DH
REGISTRARS:
Share Registrars Limited
The Courtyard 17 West Street
Farnham
Surrey
GU9 7DR
REGISTERED OFFICE:
27-28 Eastcastle Street
London
W1W 8DH
CORPORATE BROKERS:
CMC Markets
133 Houndsditch
London
EC3A 7BX
COMPANY REGISTRATION NUMBER:
10742540
AUDITORS:
Johnsons Financial Management Limited
1-2 Craven Road
Ealing
London
W5 2UA
LEGAL COUNSEL:
Gowling WLG (UK) LLP
4 More London Place
London
SE1 2AU

Tirupati Graphite plc
Chairman’s Statement
Annual Report and Financial Statements
period ended 31 March 2024
4 | Page
Chairman’s Statement
I am pleased to present our Annual Report to shareholders for the year ended 31 March 2024. I
am able to present a much improved outlook for your Company following difficult steps taken in
the last 12 months to resolve major challenges which had become increasingly clear to investors
during the last few years.
Major shortcomings in management performance and poor governance practices resulted in
material destruction of shareholder value. Due to an increasingly precarious liquidity position
and in order to reverse the Company’s negative trajectory, shareholders initiated action to
change the composition of the Board in 2024. This action was eventually successful in December
2024. This led to the appointment of three experienced new directors, the retirement of one of
the existing directors, and subsequently my appointment as Chairman. An earlier effort by a
group of shareholders to restructure the Board in June 2024 had been unsuccessful. The
December 2024 changes led to the replacement of the founder and CEO, and removal of
previous conflicts of interest, through termination of supply and service arrangements with
parties connected to him.
As a reconstituted Board and management we rapidly arranged a strategic re-financing of the
business in order to implement a much-needed turnaround strategy. This strategy aimed to
position the Group onto a more stable footing to capitalise on the strong market trends in the
sector.
The year ended 31 March 2024 had been a challenging year. In Madagascar, the Group operated
its Vatomina graphite project and also its Sahamamy graphite project for part of the year. It also
completed the acquisition of two graphite projects at the pre-development stage, but of globally
significant scale, in Mozambique. However, challenges were encountered in the form of large
synthetic graphite production capacity increases in China, which negatively impacted natural
graphite prices. The Company was also unable to adequately meet its working capital
requirements during much of the year and subsequently, to support production growth.
While the operational team in Madagascar succeeded in achieving the highest annual graphite
production from the Madagascar projects to date of 7,096 MTs in the year under report, lack of
funds and inefficient planning across the projects hindered the Group from realising the potential
of its assets. Efforts to bridge the funding and operational needs of the projects sufficiently were
impeded by poor corporate governance and conflicts of interest posed by the composition of the
former Board and its leadership. This prevented the Company from accessing the funding
necessary to maintain any momentum or progress through 2023 and 2024.
Subsequent to the 31 March 2024 year end, the Group’s projects had to be shut in due to lack of
funding and poor results, and the Group was in severe financial distress. The Company’s listing
on the London Stock Exchange was suspended in August 2024, with the share price then at 6.25
pence per share. The Company was unable to prepare its consolidated financial statements and
annual report for March 2024 by the filing deadline. Only once the new team had taken over the

Tirupati Graphite plc
Chairman’s Statement
Annual Report and Financial Statements
period ended 31 March 2024
5 | Page
audit process, raised additional financing, and re-constructed the accounting system was it
possible to finish this report and for the auditors to complete their work.
Since the end of the reporting period, the new executive team has successfully re-started
production at the Vatomina project, with sustainable and increasing volumes. Customer demand
has been robust across all product grades, leading to strong sales and an increasingly diversified
customer base. Indeed, production reached a record level in April 2025 and is on track to exceed
breakeven levels and reach our reported target of 1000 MT per month by end July 2025.
Graphite markets have stabilised and have shown signs of a turnaround. Despite turbulent
geopolitical and socio-economic events, industrial markets have been resilient and global sales of
electric vehicles have continued to grow year on year, with battery and energy storage demand
for graphite continuing to grow. Global policy developments affecting critical minerals has meant
that new regions are developing hubs for consumption of battery raw materials, including
graphite, outside of China as end-users seek to diversify their supply sources. This presents
significant opportunities for the likes of Tirupati Graphite with its projects across East Africa, to
establish itself as a preferred supplier.
We have received an updated Resources Estimate assessing the Mineral Resources at the
Madagascar mines, which is included within the strategic report below and have commissioned a
full, updated Competent Persons’ Report which will be available later this year. While the
inferred resource numbers, especially at Vatomina, have reduced since the last numbers
reported previously in 2020, this is largely attributable to poor data records and lack of updates
to models for several years under the previous management. With better discipline and mining
practices we would expect to see an improvement in future.
I am pleased to report that the fund raising initiatives have been successful, with £4.5 million
subscribed for new convertible loan notes which we expect to be able to convert to equity this
year. And we have reached agreement with holders of existing convertible loan notes for a
restructuring of those liabilities. The £0.9 million of the 2019 Series, which had a final maturity in
December 2024 are being converted to equity, and the £1.9 million of the 2022 Series which are
due to mature in July and August 2025, have been extended by one year. While these steps will
result in a substantial number of new shares being issued including, potentially, from attached
warrants, and dilution for previous shareholders, the alternative for equity and existing note
holders was likely a much greater loss. The Board is grateful for the backing of many
shareholders and the loan note holders for their support of the re-structuring and the new funds
which many have invested. We have also welcomed some new investors who see great potential
for our Company going forward.
This has been a very difficult time for the Group’s employees and suppliers. Employees at our
operations have been remarkably resilient and have been instrumental in our successful
turnaround efforts over the past months. Also, we are well aware that many of our suppliers
were not treated well during the past few years. Early in its tenure the new Board has taken
steps to redress past issues and put these critical relationships back onto a positive footing. The

Tirupati Graphite plc
Chairman’s Statement
Annual Report and Financial Statements
period ended 31 March 2024
6 | Page
Board is grateful for the patience and loyalty of all concerned.
As regards the Board itself - I am committed to ongoing review of its composition and strengths
as our Company grows. We will continue to reinforce the processes and procedures that
underpin our decision making and governance in line with the development of our business and
the expectations of our stakeholders. We understand that effective governance is essential to
good stewardship of all aspects of our Company and the support of many key constituencies -
not least our shareholders.
Strong governance is also needed to ensure high standards in respect to the way we interact with
the communities in which we operate and our attitude to environmental and health and safety
matters. As a Board we will seek to promote continuous improvement in these areas across our
operations in Madagascar and Mozambique, and across our industry as a whole.
The Board would like to bring to your attention that we have called a general meeting of
shareholders which will be asked to approve a number of resolutions which we consider vitally
important for the realisation of our turnaround plan. A necessary Prospectus for new shares is in
progress and will be issued in the coming weeks. This will permit conversion of the 2019 and
2025 CLN issues to equity and a significant strengthening of the equity base of the Company. We
urge all shareholders to vote in favour of the resolutions as recommended by the Board.
The new Board is committed to transparency and clear communications with all of its
stakeholders as it continues seeking to transition the Group towards becoming a globally
significant graphite producer, capitalising on positive market trends for natural flake graphite and
our existing asset base in order to realise exceptional value for our shareholders.
We firmly believe that the strong foundation that we have been building over the past months
will enable us to meet these goals.
Mark Rollins
Executive Chairman
11th July 2025

Tirupati Graphite plc
Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
7 | Page
Strategic Report
In the following section, the terms “we,” “our,” “our/your Company” and “us” may refer, as the
context requires, to Tirupati Graphite Plc (the “Company”) or collectively to Tirupati Graphite Plc
and its subsidiaries (the “Group”).
Business overview
The Group is a specialist natural graphite producer which has developed operations in
Madagascar and projects in Mozambique since formation in 2017 and following its IPO on the
London Stock Exchange in December 2020. Natural flake graphite is a globally recognised and
designated “critical mineral”, for the role it plays in the energy transition, as a key element
required for energy storage and battery technology.
In Madagascar, the Group operates the Vatomina and Sahamamy flake graphite projects, holding
approximately 33 square kilometres of flake graphite mining permits, where it has developed an
initial nameplate flake graphite production capacity of around 30,000 tons per annum (“tpa”).
Operations of the projects were debottlenecked to some extent in 2023/24, however, working
capital limitations persisted during the period to 31 March 2024 that prevented nameplate
production rates being achieved. While the Group produced 7,096 MTs during the year, its
highest annual production to date, this was marked by a steep increase in the average cost of
production as a result of intermittent production and the consequential inefficient operation of
the Sahamamy operation before that was put into care and maintenance in September 2024.
On 1st April 2023, the Company completed the acquisition of the entire share capital of Suni
Resources SA (“Suni”) from Battery Minerals Ltd, an ASX listed Australian company now known
as Waratah Minerals Limited, for which an agreement had been signed in August 2021. As a
result, the Group acquired and now holds two flake graphite mineral concessions in
Mozambique; the Montepuez and Balama Central projects.
● Montepuez: is a near term development project, with permits in place to build a
100,000tpa graphite operation; and
● Balama Central: is a large-scale potential project with bankable level feasibility study
work previously completed by the previous owner, subject to updates by the Company,
and with most permits in place for a 58,000tpa operation.
Having operated in Madagascar since 2017, the Company is well acquainted with the production
and selling of flake graphite, and plans a modular development strategy to grow its flake graphite
production capacity and profile across Madagascar and Mozambique to supply industrial and
energy transition end markets.
Graphite Markets
Flake graphite has markets that serve over 150 end-user applications, ranging from refractories,
lubricants and crucibles, to defence, batteries and energy storage applications.

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Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
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The diverse and unique properties of graphite provide the range of applications for this critical
mineral. The long-term demand profile of graphite continues to remain highly favourable, and
the total expected addressable market continues to grow as a result of energy storage
requirements and efficiency demands for new technologies. Significant application growth areas
stem from graphite’s key role in electric vehicle mobility as the largest material constituent of
lithium ion (“Li-ion”) batteries, as well as large-scale stationary storage, thermal management in
electronics, fire safety, metal manufacturing and forming, polymers, composites and other
advanced materials.
In December 2023, China implemented export restriction measures on graphite products. China
mines c.68% of global natural flake graphite production, and is responsible for up to 99% of
advanced processing of graphite into products essential for the energy transition, such as
spherical graphite and anode materials for electric vehicle lithium-ion batteries, for example.
1
Source: Benchmark Minerals Intelligence
2
In May 2024 the US announced the introduction of further measures with the planned
introduction of a tariff of 25% from 1 January 2026 on Chinese natural graphite imports to spur
supply chain diversification.
1
Source: https://source.benchmarkminerals.com/article/infographic-china-controls-three-quarters-of-graphite-anode-supply-chain
2
https://source.benchmarkminerals.com/article/infographic-china-controls-three-quarters-of-graphite-anode-supply-chain

Tirupati Graphite plc
Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
9 | Page
Benchmark Minerals Intelligence, a market commentator, has forecast the requirement for
additional significant capacity creation to supply the needs of the energy transition is as high as
c.6.1MT. Their analysis suggests there is an investment requirement of $7.5 billion needed into
flake graphite production capital expenditure in order to meet global 2035 battery demand.
3
Source: Benchmark Minerals Intelligence
4
Benchmark Minerals Intelligence reported in October 2024 that a total of 537 gigawatt hours
(GWh) of planned battery capacity has been added to the US pipeline since the 2021 Inflation
Reduction Act was passed, to reach 1,290.6 GWh of planned capacity by 2030
5
. As sales of
electric vehicles continue to grow strongly, demand for critical components like natural graphite
is forecast to be strong over the decade.
Government interventions and geopolitical developments have led to European & USA based
end-users seeking to diversify their supply chains and seek ex-China sources for their raw
materials and critical minerals such as graphite. Offering an alternative supply chain for natural
graphite products outside of China is a major pillar of the Company’s business model.
Flake graphite markets are therefore poised to grow significantly as demand from the energy
transition continues to grow. As an established current producer of flake graphite in Madagascar
and large-scale development-ready assets in Mozambique, the Company is in a strong position to
serve these markets from its expanded and new production sources. In doing so, Tirupati
Graphite plc will seek to represent a stable and reliable preferred supplier of choice for
customers.
3
https://source.benchmarkminerals.com/article/flake-graphite-needs-more-than-7-5-billion-to-meet-2035-battery-demand
4
https://www.marketindex.com.au/news/flake-graphite-market-moves-into-deficit-evolution-energy
5
Source: https://source.benchmarkminerals.com/article/us-battery-production-could-beat-china-on-cost-due-to-ira-tax-credit

Tirupati Graphite plc
Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
10 | Page
Madagascar Graphite Projects
The Group owns and has developed the Vatomina and Sahamamy flake graphite mining projects
in Madagascar.
At the beginning of the financial year to 31 March 2024, we had completed the planned first
stage development across both the projects. During the year, we debottlenecked and initiated
the ramp up of mining and production operations. Although progress was curtailed by a lack of
available funding, the highest annual production level to date, of 7,096 MTs was achieved. We
have also improved the efficiency of the processing by using pre concentration units to reduce
the feed required into the final concentration unit.
A. Sahamamy operations and development:
The 18,000tpa nameplate capacity operation at Sahamamy was commissioned in February 2023,
with first sales being shipped from the new plant in March 2023. However, owing to a lack of
funding during the period and issues stemming from poor mine planning and not being able to
identify higher grade ore zones, the Sahamamy project operated intermittently during the year
with extended periods of no operations after September 2023, and ultimately being placed on
care and maintenance before March 2024.
During the intermittent operations up to the end of March 2024, parts from the Sahamamy
facility were taken for use in the Vatomina operation. This has continued since the year end with
pre-concentration units at Sahamamy being relocated to add capacity at the Vatomina project.
During the year to 31 March 2024, the redevelopment of the hydropower facilities on the
concession was completed to produce 100kW which provided part of the power requirements
to the final concentration unit during periods of operation. Studies were also conducted for
expanding the hydropower plant to generate 600kW of electricity for use at Sahamamy.
On 2 September 2022, the Group entered into agreements to acquire three additional mining
permits in Madagascar, covering a total area of 31.25km
2
located in the vicinity of the Group’s
existing projects. The consideration agreed for the acquisition is a total of MGA 800 million
(c.£167,000) to be paid in cash upon milestones in the process of completing the transfer of the
permit. The transfer requires approval by the Ministry of Mineral Resources and application
thereof has been made to the Bureau du Cadastre Minier de Madagascar (BCMM). The Group
awaits further feedback and action from BCMM.
Due to the proximity to its existing operations, the Company believes it can progress activities in
the acquired deposits in a timely and cost-effective manner alongside its Sahamamy operation.
Historical geological data and initial ground assessments suggest that the new areas could have
the potential to add two or three 18,000 tonnes per annum (tpa) modular facilities for flake
graphite production. A full exploration campaign will be required to establish the resource base.

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Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
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B. Vatomina Operations & Development
The 12,000tpa nameplate capacity facilities at the Vatomina project operated intermittently
during the period to 31 March 2024. During the year:
● The previous requirement for the vehicular transportation of ore to the plant was
replaced by the pumping of c.17,000 tonnes per annum of 'pre concentrated' material
from two pre-concentration units (PCUs) in slurry form, to the main processing plant.
● The average ore head grade of the mining areas on the Vatomina operation was
estimated to be approximately 3% on the basis of sampled grades fed to the process
plant, slightly lower than expected.
● Various debottlenecking activities to support production ramp up from Vatomina were
conducted, including optimisation of processing stages and equipment such as sand
separation, ball milling and flotation, drying and finishing equipment. However, while
higher production levels were achieved year-on-year, further production progress was
hindered by the lack of spare parts, and lower-than-anticipated ore grade of 3%
experienced, resulting in significant capacity under-performance during the period and
the resulting higher costs per MT of production year on year.
Post the period under report, in first half 2025, under the direction of the new management,
the existing pre-concentration units on the Vatomina concession will be complemented with
the addition of the two further units being transferred from Sahamamy to suitable locations
at Vatomina. This will support the planned ramp up of production at Vatomina as part of an
overall plan to uprate the production capacity of the operation from 12,000tpa to 18,000tpa
by December 2025 (subject to consents), which in turn is expected to increase energy
efficiency and reduce unit operating costs to more viable levels than seen in 2023/24.
Key operating results from Madagascar Operations for 1 April 2023 to 31 March 2024
Particulars
Units
FY 2023
-
24
FY 2022
-
23
YoY Change
Total Production
MT
7,096
4,770
+49%
Mining & Processing costs
£
3,027,349
1,512,563
+77%
Human Resources costs
£
340,227
326,783
+98%
Logistics utilities & plant admin costs
£
1,009,880
368,061
+151%
Decrease / (Increase) in inventory of
inputs
£
11,554
(676,058)
-
120%
Total Costs of Production for units
sold (Excl. Depreciation)
£
4,389,010
1,531,349
+189%
Cost per MT of Production
£
619
321
+95%
Total Sales Volume
MT
7,434
3,982
+87%
Total Revenues
£
4,903,856
2,890,010
+70%
Average Selling price per MT of
Production
US$ / £ per
MT
828 / 660
875 / 726
-
9%

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Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
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Key takeaways from the operating results above for the year ended 31 March 2024 can be
summarised below:
● Total Production during the year increased by 49% and sales volume increased by 87%
over the previous year;
● Realised Average Selling price per MT of graphite sold decreased by 9% in GBP terms and
5% in dollar terms, reflecting market dynamics described above;
● The operating margins for the year fell from 47% in the previous year to 10% principally
because of:
o lower ore head grade feed throughput into both Vatomina and Sahamamy
plants, due in part to sub optimal mine development;
o poor performance of plant and equipment due to breakdowns and
interruptions, and lack of spare part availability during the period;
o breakdown of vehicles and inability to operate vehicles at certain points
reduced efficiency of operation and plants;
o plant capacity being underutilised and not energy efficient, while fixed
costs increased.
Capital investment

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Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
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Capital expenditure on the two Madagascar projects in the year to 31 March 2024 was relatively
low, due to corporate funding problems.
C. Hydropower and Renewable Energy Strategy
A 100kW hydro power plant ('HPP') was commissioned for commercial use in June 2023.
Installation of a c.800 metre power line from the turbine house to the processing plant was
also completed during the period. The HPP contributed to power supply for processing
facilities at Sahamamy and staff accommodation during the period.
The HPP demonstrated the potential to reduce diesel consumption, associated costs and
emissions at Sahamamy by replacing some of the diesel-powered energy generation with
renewable, hydroelectric energy to generate power for processing and ancillary facilities.
An expanded HPP of 700kW is permitted and if developed would greatly contribute to the
overall power needs of facilities at Sahamamy, with resultant cost savings.

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Strategic Report
Annual Report and Financial Statements
period ended 31 March 2024
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Above: the 100kW Hydropower Plant (“HPP”) at Sahamamy.
D. Drilling and Exploration
The Group completed the second phase of exploration and resource drilling at the two
Madagascan projects in March 2024, using in-house drill rigs and machinery, involving c.5,000
metres of diamond core drilling, 26,000 metres of auger drilling and 360 metres of trenching.

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period ended 31 March 2024
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E. Rehabilitation and Restoration
The project areas in Madagascar are located within a moderately undulating area and the nature
of the deposit and pit design allows for rehabilitation and restoration of mining areas as an
ongoing activity undertaken by the Group with:
● mining overburden being used to reclaim land in swamps and wasteland areas located
near to the mining pits; and
● sand, which forms 50% of the waste material extracted from the ore feed, being used on
the projects’ internal infrastructure and locally as a construction material; and
● ongoing re-vegetation programmes working in conjunction with the local communities to
ensure any green vegetation areas which are impacted by the Group’s operations are
replaced by new trees and vegetation.
There were no resettlement of resident local people or dwellings within the mining permit areas
during the year to 31 March 2024.
The Group appointed a government-accredited independent consultant in Madagascar to assess
and produce an annual report on its environmental and rehabilitation works for the relevant
authorities. See also further information on corporate social responsibility toward the
communities in its areas of operations in the Community Engagement section below.

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period ended 31 March 2024
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Mozambique Graphite Projects
The Company completed its acquisition of Suni Resources SA (“Suni”) on 1 April 2023, through a
sale and purchase agreement entered into with ASX-listed Battery Minerals Limited on 17 August
2021 (the "Acquisition"). Suni added the Mozambique portfolio of two graphite assets to the
Group. The Montepuez project has permits in place to build a 100,000tpa graphite operation and
some development construction has already been undertaken. The Balama Central project is at
an advanced feasibility study stage with permits in place for a 58,000tpa operation.
The Acquisition included all associated assets, infrastructure, permits, licences, and intellectual
property for both projects and was concluded for a total consideration of £5.3 million in a
combination of cash and equity.
The Acquisition brought two large scale potential development projects, substantially increasing
its resource base and mitigating risk by adding a second area of operation. The two graphite
deposits acquired add mineral resources of over 152 million tonnes at 8.5% TGC, significantly
increasing the Group’s graphite resource base. The Mozambique projects complement the Group’s
predominantly jumbo and large flake graphite output from its Madagascan operations by
providing a large resource of anode-suitable smaller flake material for future supply to energy
transition market segments.
At Montepuez, there is already a 100-person accommodation camp, a significant tailings storage
facility constructed and road and culvert infrastructure in place. A mobile crusher is available at
the Montepuez site as well, with sufficient capacity to meet the ore feed for a 50,000 tons per
annum processing facility that is targeted as the first stage of development for the project.
At present, and since late 2021, both projects have been in force majeure due to insurgencies in
the Cabo Delgado province of the country. Though the insurgency-related security issues have not
directly impacted the projects, local indirect impacts have included requirements to halt
operations and other producers in the region have had their trade flow impacted by the closure of
roads to freight and haulage as safety precautions at points. The security situation has shown signs
of improvements in 2024 and early 2025 following governmental and international intervention,
with certain commercial groups operating more consistently and re-committing themselves to the
development of large-scale projects in the region. The force majeure situation has meant that

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Strategic Report
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period ended 31 March 2024
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construction and further work on the projects have been on hold. However, with an improvement
to the security situation in the region, the Group anticipates being able to restart work
programmes at the project sites including site-visits for mineral resource updates and potential
offtake negotiations during 2025 while development plans are optimised before FID may be taken
by 2026 and construction resumes at the Montepuez project.
Both the projects remain open for further exploration and resource expansion to convert some of
the inferred resources thereby increasing the life of mines and total future production capacity.

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period ended 31 March 2024
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Statement of Resources
SRK Mining Services (India) Private Limited (“SRK”) has audited the Mineral Resources
Estimates of the Sahamamy and Vatomina Graphite Mining Projects in Madagascar, with the
effective date of 31 March 2025.
As of 31 March 2025, the combined Mineral Resources of Sahamamy and Vatomina are
estimated to be 12.60 Mt of material, with average grading 4.10% GC. The net change in the
Mineral Resources when compared to 31 March 2020, the effective date of the previously
compiled Competent Persons Report for the projects, is a tonnage decrease of 12.90 Mt and an
absolute grade decrease of 0.40% GC. These changes are due to depletion of about 1.90 Mt of
mineralised material, change in the geological model, and changed economic assumption for the
conceptual open pit to define the Mineral Resources. The Competent Person commented that
the change for the inferred category resulted in volumes being downgraded to unclassified
category, owing to the failed reconciliation, data quality and non-adherence with the protocols
and standards required for Public Reports, as the term defined in the JORC Code, in recent years.
This is principally due to poor quality data and reconciliation procedures in recent years under
the previous leadership of the Group; we intend to professionalise the collection and analysis of
geological data to follow JORC standards, as well as undertake further exploration in due course,
which we anticipate may permit certain volumes to be classified again.
Presented below are the Mineral Resource statements, reported in accordance with the
Australasian Code for the Reporting of Exploration Results, Mineral Resources and
Ore Reserves, the JORC Code, 2012 Edition (“JORC”).
Vatomina Graphite Project Mineral Resource, Madagascar
Quantity Grade
Resource Category (MT) (GC%)
Measured 0.00 0.00
Indicated 1.70 3.80
Inferred 4.50 3.80
Total Mineral Resource 6.20 3.80
As of 31 March 2025, Vatomina Mineral Resources are estimated to be 6.20 Mt of material,
grading 3.80% GC. The net change in the Mineral Resources when compared to 31 March
2020 is a tonnage decrease of 12.20 Mt and an absolute grade decrease of 0.80% GC.
These changes are due to depletion of about 0.90 Mt of mineralised material, change in
the geological model and the changed economic assumption for the conceptual open pit
to define the Mineral Resources.

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Sahamamy Graphite Project Mineral Resource, Madagascar
Quantity Grade
Resource Category (MT) (GC%)
Measured 0.00 0.00
Indicated 1.20 4.00
Inferred 5.20 4.30
Total Mineral Resource 6.40 4.20
As of 31 March 2025, Sahamamy Mineral Resources are estimated to be 6.40 Mt of
material, grading 4.20% GC. The net change in the Mineral Resources when compared to
31 March 2020 is a tonnage decrease of 0.70 Mt and an absolute grade decrease of 0.0%
GC. These changes are due to depletion of about 1.00 Mt of mineralised material and the
changed economic assumption for the conceptual open pit to define the Mineral
Resources.
Mineral Resources Summary, Madagascar
Quantity Grade
(Inclusive) (MT) (GC%)
Measured 0.00 0.00
Indicated 2.90 3.90
Measured + Indicated 2.90 3.90
Inferred 9.70 4.10
Total Mineral Resource 12.60 4.10
The following notes apply to the Mineral Resource statements:
● The statements above have been classified in accordance with the Definitions and
Guidelines specified in The Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) by Mr Shameek
Chattopadhyay (MAusIMM), a Director and Principal Consultant Resource Geology at SRK

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period ended 31 March 2024
20 | Page
who is a Competent Person as is defined by the JORC Code, and who has consented to
the release of this data and reference to them as a Competent Person.
● Mineral Resources are reported with reasonable prospects for eventual economic
extraction, by applying appropriate technical and economic assumptions.
● Rounding as required by reporting guidelines may result in apparent summation
differences between tonnes, grade and contained metal content.
● Tonnages are reported in metric units, grades in percent graphitic carbon (GC%) and
grades are rounded appropriately.
● Mineral Resources are not Ore Reserves and do not have demonstrated economic
viability, nor have any mining modifying factors been applied.
● The Mineral Resource Estimate was constrained by the lithological wireframes, and a
conceptual pit shell defined by the following assumptions: Graphite Concentrate price of
US$ 950/t; overall slope angles of 30 degrees; a mining recovery of 95%; a mining dilution
of 5%; a base case mining cost of US$ 1.5/t of ore; dry processing cost US$ 6.6/t of ore,
and 5% mass yield; without considering revenues from other elements.
Exploration Target
Vatomina, Madagascar
As of 31 March 2025, SRK states an effective Exploration Target estimate at Vatomina to be in
the order of 18-20 million tonnes of graphite mineralisation with the expected average grade of
4-5 % Graphic Carbon. The potential quantity and grades reported herein, are in addition to the
already
reported Mineral Resources. These estimates are based on the geological models based
on the geological mapping and auger drilling results, which have been furnished by Tirupati
for the review. The potential quantity and grade are conceptual in nature; there has
been insufficient exploration to estimate a Mineral Resource and it is uncertain if further
exploration will result in the estimation of a Mineral Resource. This includes about 10.5Mt of the
previously reported Inferred Mineral Resources, which has not been considered for the reporting
of Mineral Resources in 2025, owing to the failed reconciliation, poor data quality and non-
adherence with the protocols and standards as noted above.
Sahamamy, Madagascar
As of 31 March 2025, SRK states an effective Exploration Target at Sahamamy estimate to be in
the order of 3-5 million tonnes of graphite mineralisation with the expected average grade of 4-5
% Graphic Carbon. The potential quantity and grades reported herein, are in addition to the
already reported Mineral Resources. These estimates are based on the conceptual geological
models based on the geological mapping and auger drilling results, which have been furnished by
Tirupati for the review. The potential quantity and grade are conceptual in nature, that there has
been insufficient exploration to estimate a Mineral Resource and that it is uncertain if further
exploration will result in the estimation of a Mineral Resource.

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period ended 31 March 2024
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The Company intends to undertake appropriate levels of exploration, including survey, drilling,
logging, sampling, assay and QAQC within the areas identified by the Exploration Target, and the
other areas where extension of the presently known mineralised zones have been identified,
with a view to replacing tonnage lost to mining production, and to support continuous mine
planning activities.
Mozambique
The Group is preparing a fully updated Competent Person’s Report for both the Montepuez and
Balama projects. Pending completion of that report, anticipated in Q3 2025, the Group is not
able to present up to date JORC-compliant resources estimates for its Mozambique projects as at
the date of this report.
The Montepuez project is noted to have a previously stated Vanadium Mineral Resource of
34.6Mt @ 0.25% for 86Kt of contained Vanadium Pentoxide (V2O5). The Company intends to
further progress the previous owner’s studies for the extraction of Vanadium Pentoxide as a
potential by-product to future graphite production from the project's tailings, subject to the
abovementioned publication of an updated Competent Person’s Report for the project’s Mineral
Resources.
Financial Review
Results
The Group reported a small loss after tax for the year ended 31 March 2024 (FY2024) of £0.01
million, but a pre-tax operating loss of £5.1 million.
The operating loss for FY 2024 (2023: £2.1 million loss) resulted from a combination of the
Madagascar mines producing only a small gross margin of £0.5 million, which was insufficient to
cover a depreciation expense for the assets of £1.5 million, and high administration expenses in
the period. The low margin reflected high unit operating costs as described in the Operations
review above, principally as a result of inefficient capacity utilisation (and hence unit high energy
costs, in particular) as well as mining areas with low ore quality. Administration expenses of £4.1
million at the group level reflected an unusually high level of legal and professional fees (£0.5
million) partly associated with the Board representation issues discussed in the Chairman’s
Report but also the level of salaries paid to the previous leadership of the Company. They also
include the Madagascar local office and all local labour tax and social security costs, as well as
£0.7 million of Mozambique expenses. The Mozambique costs are currently all being expensed
until full project development commences, and include site security and subsistence costs.
In terms of non-GAAP KPIs, EBITDA
6
for the year to 31 March 2024 was a loss of £3.6 million
(2023:£0.8 million) as a result of the above factors.
6
EBITDA is derived as Operating Loss of £5.08 million plus depreciation charged for operating and other assets of
£1.52 million (2023: Operating Loss £2.11 million plus depreciation £1.30 million).

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An impairment charge of £0.8 million was taken against the Sahamamy asset in recognition of
production being placed on hold and certain areas of the mine being unlikely to be developed
further. Although the central facilities are expected to be of value for a new development at
Sahamamy focused on new mine areas where improved ore qualities are expected.
The operating loss was more than offset by a bargain purchase gain recorded on the acquisition
of Suni Resources in Mozambique, which completed on 1 April 2023, of £6.1 million. The Suni
acquisition has been accounted for as a business combination, and the gain (negative goodwill)
represents the surplus of the assessed fair valuation for the net assets acquired over the fair
value of the consideration. The Group re-evaluated the fair valuation of both the net assets and
consideration since the interim results announced in December 2023 under the Company’s
previous leadership.
Interest expense was £0.4 million (2023:£0.25 million); increased finance costs reflected a full
year of interest expense on the loan notes issued in 2022.
The result before tax was at just above breakeven, while a previous deferred tax asset of £0.1
million was expensed, resulting in a non cash tax charge.
As a result, loss after tax was £13 thousand (2023:£2.4 million loss) and loss per ordinary share
was £0.01 (2023: £2.59 loss per share).
Liquidity and Capital Resources
The principal financial challenge faced by the Group in FY2024 and in the subsequent period
through to 31 December 2024 and the launch of the corporate re-structuring and re-financing
was a lack of funding for working capital and investment. This was partly due to poor operating
performance but also unsuccessful financing initiatives. As a result, significant arrears of creditors
were built up, while the business was funded significantly through advance payments for
graphite sales which could then not be delivered on schedule. The resulting liquidity crisis almost
led to insolvency, but this was averted in early 2025 with the successful re-financing and
resumption of production.
During the year to 31 March 2024, the Company had raised gross proceeds of £1,045,000 by way
of a placing in January 2024 of 9,500,000 new ordinary shares at a placing price of £0.11 per
share. The Company also issued 12.1 million new shares as part consideration for the acquisition
of Suni Resources to create a business in Mozambique, along with cash of £1.5 million.
As at 31 March 2024 the Group had cash and cash equivalents of £0.2 million.
Group net assets as at 31 March 2024 were £22.9 million, with net debt
7
at £2.8 million, but the
Group also had creditors for prepaid graphite deliveries included within trade payables of £2.8
million. Group receivables of £5.4 million at 31 March 2024 include VAT recoverable of £2.8
million and bank deposits securing guarantees of licence obligations of £1.8 million, both of
7
Net debt comprises borrowings of £3.0 million, lease liabilities of £0.03 million and cash and cash equivalents of
$0.2 million (2023:£2.5 million, comprising borrowings £2.8 million. leases £0.03 million and cash and cash
equivalents of £0.3 million)

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period ended 31 March 2024
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which are not available in the near term to support operations, though some VAT recoveries
have since been achieved.
The level of payables, upcoming maturity (since amended) at 31 December 2024 of £0.9 million
for the 2019 convertible loan note issue and poor operating margins created a liquidity crisis in
late 2024 that has been alleviated by the re-financing and re-structuring in the first months of
2025.
Events since 31 March 2024
Since 31 March 2024 key corporate and financial events, including the key steps in the re-
structuring and re-financing, comprised:
● Suspension of Listing: the Company’s shares were suspended from trading on the London
Stock Exchange in August 2024. It is anticipated that the listing will be restored and share
trading will resume once the Company is in compliance with its continuing obligations for
disclosure, which is principally conditional on bringing up to date the filing of financial
statements, which have been delayed for reasons explained elsewhere in this Report.
● Accounting systems: the Group lost access to its accounting systems and most data
systems in early 2025 following the termination of the services of the CEO, as he withheld
administrative rights to the systems and support from previous outsourced service
provider companies in India controlled by him. The Company has had to re -implement a
new accounting system in early 2025, which is now largely completed. The Company
initiated legal actions to force the handover of the administrative rights to its systems,
and while the Company has reserved its rights, any such action would likely take time to
yield results, if pursued.
● Late filing of accounts: as a result of the financial distress of the Company in 2024 and
then the loss of access to accounting systems in early 2025, the Company has been late in
filing its financial statements for the year ended 31 March 2024 with the relevant
regulator, Companies House.
● Equity issue: In May 2024, 5,209,090 ordinary shares of the Company with nominal value
of £0.025 each were issued to various directors and executives in lieu of salary. In January
2025, 9,053,110 ordinary shares of the Company of nominal value of £0.025 each were
issued to certain directors in lieu of salary.
● Re- financing: in early 2025, the Company has launched a number of restructuring and
financing measures:
○ The Company has received subscriptions for £4.5 million of new zero coupon
convertible loan notes (“2025 CLNs”). The 2025 CLNs are convertible at the option
of the holder, and by the Company when the conversion shares can be admitted
to trading. Conversion will be at a share price of 3.75 pence per ordinary share
and can be elected once: (i) the Company has received approval from
shareholders in a general meeting for the issue of the conversion shares; (ii) listing
of the Company’s ordinary shares on the LSE is resumed and the present
suspension is lifted; and (iii) approval is received for the required prospectus for
issue of the new conversion shares. The 2025 CLNs carry no coupon unless the
prospectus is not approved by 31 July 2025, in which case interest of 12% per

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period ended 31 March 2024
24 | Page
annum from the issue date would apply. The 2025 Notes have a final maturity
date of 31 December 2025 in the event that conversion has not occurred. On
conversion, noteholders will receive one warrant to subscribe for an ordinary
share in the Company at 3.75 pence per share for each conversion share received.
In the event that the Company’s share price exceeds a threshold of 11.25 pence
per share for a defined period in 2025, warrant holders who elect to exercise their
warrants within a 30 day period will receive a further warrant, on a 1 for 2 basis,
to subscribe for ordinary shares at 15 pence per share.
○ The Company has received approval from the required majority of the holders of
its 2019 issue of CLNs to amend the terms to require conversion of those Notes to
ordinary shares, at a conversion price of 3.75 pence per ordinary share, subject to
similar conditions as for the conversion of the 2025 CLNs. The final maturity date
of the 2019 CLNs was amended to 31 December 2025 and interest increased to
16% per annum, which the Company may elect to pay in the form of ordinary
shares.
○ The Company has received approval from the required majority of the holders of
its 2022 issue of CLNs to amend the terms to extend the final maturity date of the
2022 CLNs to 26 July 2026 and interest increased to 16% per annum for the period
to 26 July 2025, which the Company may elect to pay in the form of ordinary
shares, and to 15% per annum (in cash) thereafter. The conversion price is
amended to 7.0 pence per ordinary share.
○ The Company reached agreement with certain creditors to settle amounts owing
according to various individual payment plans. Not all such creditors have formal
payment plans agreed with the Group, and in respect of certain creditors
payments are continuing to be made to spread settlements over an extended
period without such formal agreement in place. All creditors in respect of prepaid
amounts received as advances by the Group in 2024 or earlier periods for graphite
sales have now received either delivery of the contracted graphite or repayment
of the advances.
Going Concern Basis
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are discussed throughout this Report. The financial position of the
Group, its cash flows, liquidity position etc., are also discussed above. The report additionally
describes the circumstances in which shareholders mandated a change in Board appointments in
late 2024, due in large part to the difficult financial situation of the Group through 2024 and the
lack of liquidity to maintain production operations and meet liabilities on schedule.
In early 2025, Company has raised additional capital of £4.5 million in the form of convertible
loan notes (2025 CLNs), which will convert to equity at the Company’s option subject to certain
conditions, including shareholder approval for the issue of the conversion shares; the conversion
shares being able to be admitted to trading (which requires a lifting of the current suspension of
the Company’s shares on the LSE); and the approval of a Prospectus. Re-admission to trading on
the LSE will require the Company to be in compliance with its listing obligations, principally
bringing up to date the filing of financial statements, which have been delayed for reasons
explained elsewhere in this Report.

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The Company has also reached agreement as described above with holders of its 2019 and 2022
Series of convertible loan notes to amend their terms. This includes conversion of the 2019 CLNs
to equity, subject to similar conditions as for the 2025 CLNs as described in the preceding
paragraph, and for extension of the final maturity of the 2022 CLNs.
Following the new financing and the amendment of the terms of existing loan notes described
above, the financial condition and liquidity profile of the Group is much improved. The assessed
key risks to the liquidity of the Group over the 12 month period from the date of this Report
include (i) production levels at the Vatomina mine not achieving the planned ramp up to stabilise
at around 1,500 MT per month by December 2025, which could possibly arise through, for
example, extended failure of key processing plant or poorer than expected ore body grades in
the mined areas; and (ii) uncertainty on the ability to satisfy the conditions for Company to elect
to convert the 2025 and 2019 CLNs to ordinary shares in the Company during 2025, for example
as a result of not receiving approval of the required Prospectus or shareholders not approving
the issue of the new conversion shares, which could result in both series of CLNs needing to be
repaid as at 31 December 2025. While such risks and uncertainties are not insignificant, the
directors are satisfied that they can most likely be managed and are not likely to materialise.
On the basis of the assumptions and after considering the risks and uncertainties described
above, having carefully reviewed the cash flow forecasts of the Group for the next 12 months
from the date of this Report, the Board has a reasonable expectation that the Group has
adequate resources to continue in operational existence and accordingly, the Board continues to
adopt the going concern basis in preparing the financial statements.

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period ended 31 March 2024
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Directors’ Statement Under Section 172 (1) of the Companies Act 2006
Section 172 (1) of the Companies Act obliges the directors to promote the success of the
Company for the benefit of the Company’s members as a whole.
The Act requires that the directors act in good faith when promoting the success of the Company
and in doing so, have regard (amongst other things) to:
a) the likely consequences of any decision in the long term;
b) the interests of the Company’s employees;
c) the need to foster the Company’s business relationship with suppliers, customers and
others;
d) the impact of the Company’s operations on the community and environment;
e) the desirability of the Company maintaining a reputation for high standards of business
conduct; and
f) the need to act fairly as between members of the Company.
The success of the Company is dependent on the success of its Group, including its operating
subsidiaries. Accordingly, where appropriate, the description in this section relates to the Group
as a whole.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which
is to become a multi-project producer and developer of the critical mineral, natural flake
graphite.
Decision-making
Key decisions taken by the directors during the year to 31 March, with regard to the matters set
out in section 172(1) and the significant outcomes achieved in that regard, included:
• Completion of the acquisition of Suni Resources in Mozambique, securing two world-class
natural flake graphite projects
Following the announcement in August 2021 of the sale and purchase agreement entered
into for the acquisition of the entire issued share capital of Suni Resources SA, the
Company completed the acquisition on 1st April 2023, having received required approvals
from the relevant Mozambique Government authorities. The acquisition includes
ownership of two world class natural flake graphite projects in Mozambique.
The two acquired projects provide the Group with c.152 million tonnes of JORC 2012
Reserves and Resources, with an average graphitic content of >8%, implying >12 million
tonnes of contained graphite (figures based on vendor estimates).
Investing in the acquisition and significantly increasing the Group’s resource base with
flake graphite suitable for fast growing segments of the graphite market and diversifying
the geography of the Group ‘s current and future operations creates substantial potential
long term value for shareholders, and also new opportunities for the Group’s employees,
customers and supply chain partners, notwithstanding current operating difficulties due

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Annual Report and Financial Statements
period ended 31 March 2024
27 | Page
to the security situation in this part of the country.
● Board composition, re-structuring and re-financing
Subsequent to the year end, and following the requisition of a general meeting by a group
of shareholders concerned about the direction, governance and financial distress of the
Company, changes were made to the Board of Directors, as more fully explained in the
Chairman’s Report. The new Board took the decision to terminate the employment of the
then CEO and remove him as a director of the Company, as that was considered to be in
the interests of all other shareholders, as well as other stakeholders including the Group’s
creditors. This decision has enabled the Board to embark on a re-financing exercise and to
restart the Group’s mining operations, which had been suspended after intermittent
production through 2024.
At the time the new Board took office in late 2024, the Group was unfortunately in a
position where a number of employees had arrears of salary, substantial trade creditors
had not been paid on time and local community programmes and government
engagement had been largely suspended. In short, the Group was then at high risk of
insolvency. Decisions taken at that time and since then, as part of the Group’s recovery
plan described elsewhere in this annual report, are considered to significantly enhance
the prospects not just for shareholders but also for all employees, customers and
suppliers.
Outlook towards Shareholders
The Board places equal importance on all shareholders and has taken steps in early 2025 to
provide much more credible and transparent external communications. The Board recognises
that shareholder communications through 2023/24 were not of the required standard and
credibility, and new management has much greater experience of the standards and quality
required for a publicly listed company. The Board also anticipates the future design of an
updated, comprehensive and well-maintained Company website.
In addition, and in the benefit of all shareholders, the Board has now terminated a number of
contractual arrangements for the provision of various services including procurement,
accounting and financial management, administration and technical services which were in place
with third parties connected and part or wholly owned by the former CEO and major
shareholder.
Outlook towards its Employees
The Group’s employees have continued to serve the Group well with determination and
commitment through the difficult times covered by this Report. The Board recognises that many
have not been well treated with delays and arrears in receiving compensation due to them. The
new Board has already taken steps to rectify this in early 2025. With new management,
restructured finances and brighter long term prospects, the Board expects to be able to develop
a much healthier relationship with employees, and to reward them fairly as key enablers of the

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Group’s future plans and success. The Board is committed to implementing effective health and
safety policies and practices.
Developing relationships with the community and other stakeholders
The Group engages with the communities local to its operations with the goal of improving the
quality of life and opportunities for local people. A dedicated ongoing programme for community
development is in place.
The Group continuously engages with other stakeholders including but not limited to
prospective customers, suppliers, and service providers in implementation of its business plan
developing long term relationships.
Governmental Relations
During the period, the Company worked closely with the relevant Madagascar and Mozambique
government Ministries and departments to ensure mutually beneficial relationships with its
partners and host nations. New management has embarked on a programme of deepening
relationships with its host governments to improve awareness of the positive impact and
sustainability practices implemented at its currently operating and for its planned projects.
The Company has engaged with international government bodies of the UK and US, among
others, to spread understanding and awareness of the Company’s projects, and its advantageous
position for serving energy transition market segments with flake graphite.

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Principal Risks and Uncertainties
This section describes the principal risks and uncertainties of the Group’s business. The Board is
committed to implementing a proper risk identification and review process, including both
“bottom-up” risk analysis from the operating subsidiaries and “top-down” consideration from
the Board and management.
Issue Risk/Uncertainty Mitigation
Financial
Strategy
Until the re-financing in 2025, the Group was at
considerable risk of insolvency. The capital
resources of the Group remain tight despite new
financings arranged since the period of acute
distress in 2023 and 2024.
The financial re-capitalisation and conversion of
loan notes to equity relies on returning the
shares of the Company to listing and trading on
the London Stock Exchange and approval of a
Prospectus, which will also require an updated
Competent Persons Reports for the resources
projects in Madagascar and Mozambique.
Initial rescue finance made available from
strategic investors, including from the newly
appointed directors, and finance received
subsequently over early 2025, allowed
operations to restart and the group to
continue in business. It also enabled work on
the statutory audit for the year ended 31
March 2024 to recommence. The re-
financing in the first half of 2025 described in
this Report then brought some stability to the
Group’s finances. A new wholly owned
finance and accounting platform was
implemented to overcome denial of access by
the previous CEO to the Company’s
accounting software held by the previous
CEO’s own related party company, giving the
Group flexibility and control over its financial
strategy.
Agreements with trade creditors and
customers with prepaid orders from 2024
were entered into formally and informally. A
dynamic sales and marketing, and
communications strategy re-established the
Company’s relationships with customers,
helping to restore trust and develop new
sales and a business pipeline that provides
confidence in the Company's ability to
execute its financial strategy.
Preparatory steps for the required Prospectus
are underway.
Capital and
funding risk
The Company may need additional capital for
meeting its working capital needs and for
developing its graphite projects. There are
potential risks to successfully raising further
equity and debt capital for development of its
projects.
The Group will need additional capital to resume
full scale operations at the Sahamamy plant.
The Group will need to raise significant funds for
the development of its graphite projects held in
Mozambique as and when it finalises its
development plans.
The Company is actively engaged with
prospective partners for financing to support
our growth ambitions.
No significant capex investments are planned
until the Vatomina turnaround stage and
breakeven is reached. The Company expects
to progress funding arrangements for further
potential mining, processing and/or
downstream developments once it has
streamlined current operations.
The Company aims to demonstrate widely
through appropriate communications
channels the economic potential of its
current assets and potential further

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period ended 31 March 2024
30 | Page
developments, combined with illustrating the
growing graphite market and demand for
products derived from natural flake graphite
that the Company could supply.
The Group’s new management have many
years of corporate and project financing
experience in the resources sectors.
Competition
risk
There can be potential threats from process
innovation that may make competitors equally
or most cost advantageous to source from.
Production growth of synthetic graphite could
impact negatively prices of natural flake
graphite.
Development of new battery chemistries or new
technological breakthroughs in industrial end-
user markets could impact global natural flake
graphite demand.
Efforts to increase volume and find unit cost
reductions from the Group’s current
producing Madagascar locations and planned
production in Mozambique are aimed to
operate on a low-cost basis to support and
build market share. Natural flake graphite
imports are currently exempt from recent
tariffs issued by the USA, and our cost of
production allows us to build our sales
pipeline at current prices.
Natural flake graphite is forecast to remain a
significant component of electric vehicle
batteries across different chemistries. The
Group is also serving an increased diversity of
industrial markets and evaluating
downstream product production capabilities
in order to broaden its markets.
Availability of
utilities: power
and water
resources
There is no grid power availability at the
locations of the Group’s projects and we rely on
our own sources for power generation for the
round-the-clock operations. Breakdowns in
generation sets may adversely affect production.
Surface water is used for process water
requirements. Deficiency in rainfall may lead to
insufficiency of water availability for the
processing plants. One of the most severe
consequences of adverse weather has been the
impact on access to fresh water for use by local
communities and at the project.
There is also a risk of contamination from the
projects’ tailing storage facilities (TSF) and
contamination from the Final Concentration
Units (“FCU”). Measures are in place to regularly
raise the TSF walls and maintain diversion
channels from the FCU
The Group’s renewable energy strategy is in
place to reduce the dependence on external
supplies of diesel for power generation. In the
period our 100kW hydropower plant
commenced generating commercial power
starting this process. The Group is engaged to
further increase renewable power generation
at its projects to reduce the operating cost
carbon footprint.
The Group has set up diesel power
generation units across various electrical
consumption points and intends to
strengthen its set of back up power
generation units to mitigate any production
loss from generator breakdowns.
Recycling of water resources is extensively
used in Vatomina.
The Group drilled and established a number
of bore wells for the communities around its
projects, ensuring greater access to safe and
clean drinking water through the provision of
various sources and monitoring of storage
and production facility integrity to detect and
remedy any leaks that may occur.

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Attraction and
retention of
Human Capital
It is essential for the Group to maintain the
continued service and performance received
from the key officers and employees.
Even though arrangements with the respective
employees are in place to secure their services,
retention of these services cannot be
guaranteed, and as the Group grows beyond the
initial operations in Madagascar a lack of
relevant experience could emerge as an issue.
The loss of the services of any of the key officers
or employees could delay the Group’s
operations.
Further, the ability to attract and hire new
sufficiently skilled employees cannot be
guaranteed.
The Company is conscious that its people are
its best assets and what makes the business.
Continuous evaluation of remuneration levels
and retention schemes that offer training and
development opportunities are designed to
ensure the Company is able to attract and
reward necessary talent at appropriate
market rates that equip the Company with
skills and experience the business needs to
move forward.
Ensuring the Company is a safe place to work
and providing a welcoming environment for
its human capital is a priority of the Board.
Standing of
Concession
Agreements
The Group is bound by obligations under all
licences and permits it holds at the subsidiary
level for it projects and concessions.
Failure to meet those obligations can risk our
ownership and ability to operate within those
projects and concessions.
Failure to meet obligations can extend to include
but are not limited to late or missed taxation
payments, project delivery delays, social and
local governance disruptions.
The restructured management of the
Company has developed a communication
strategy so that all pertinent obligations
under all of its projects’ licences and permits
at its various concessions are understood so
that they can be constantly monitored for
compliance.
Adverse
Weather
Conditions
The Group faced adverse weather during the
period which resulted in it being necessary to
pause mining operations while waiting for water
to recede and in the interests of health and
safety during the actual weather events.
The Group may face production losses due to
such adverse weather conditions in the future.
Adverse weather damages roads and results as
an impediment to the operations. Certain roads,
previously upgraded to support larger and more
regular vehicle traffic, as operations have scaled
up, held up well without material damage this
year. Some further road areas were identified for
similar upgrading.
Adverse weather can also delay shipping times
which can lead to delays in cash receipts from
customers.
Extensive strengthening of infrastructure has
been completed by the Group over the past
few years and enhanced further upon during
the period. Additional channels for surface
water accumulation in reservoirs were
completed. Recycling arrangements were
strengthened and continue to be furthered to
minimise the risks in a comprehensive
manner.
The implementation of the split processing
flowsheet into two parts by the introduction
of pre-concentration units near the mine,
that pump initially processed material to the
final concentrate units, means the Group has
successfully reduced vehicle, road-
dependent, transportation requirements
across its operations.
Climate change
and related
risks
Climate change may cause an increase in
frequency of adverse weather events and
unforeseen disruptions to parts of the
Company’s supply chains as well as at the
location of various customers beyond the
Climate change mitigation is a major driver of
the Company’s mission with demand for
graphite growing significantly from the
electric vehicle and battery storage sectors
forecast to continue to grow significantly,

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Company’s control, that could impact graphite
demand and/or the ability of the Company to
make sales.
Requirements to reduce carbon emissions may
require changes in fuel consumption for power
generation and enhanced reporting measures in
line with legislation which could lead to
increased costs.
therefore representing an opportunity for the
Company to be part of the solution and global
mitigation response.
At the project level the Company has initiated
work to reduce its long term consumption of
fossil fuels with the implementation of a
hydropower plant in Madagascar that has
potential to grow in capacity. The Company
will consider further measures for increased
deployment of renewable energy across its
projects to target reduced carbon emissions
and reduced costs over the longer term, as
well as to align with legislative and industry
guidance.
IT Systems:
Data Security
risks
Breaches of personal data can carry major
penalties, as can breaches of confidential data
held by the Company of stakeholders with which
it interacts. Reliance on related parties for back
office services and data storage until early 2025
posed uncertainty for the Group’s ability to
guarantee continued access to and the integrity
of information stored on the Company’s systems.
With increasing risks of cyber-attacks
threatening data security, the Company must
ensure that it understands the types of data that
it holds and secure it adequately to manage the
risk of data breaches.
The Group ended information sharing with
the applicable related parties in early 2025
and access to its own systems is reserved to
only necessary individuals employed by the
Group Companies with appropriate clearance
to access and use information for its intended
purpose. Provision of certain information and
its safety is governed by Non-Disclosure
Agreements entered into between parties.
Geological risks Geological risks relate to the grade of ore being
mined and potential impurities encountered in
under-explored areas of the concessions, as well
as the extent of ore deposits.
The project head grade TGC in Madagascar is
c.3% which varied during the period as different
grades of ore were intercepted
The Group will employ grade control drilling
and develop and maintain updated and
independently verified mineral resource
estimates, Competent Persons Reports, and
establish detailed mine plans to promote the
mining of economic grades of graphite across
its concessions.
Supply chain The current operations are located in lesser
developed areas with limited availability of
spares, reagents and consumables.
Sufficient operating data is becoming
available for predictive models to be
developed to ensure that the required spares,
consumables and reagents are available in
the mine store to keep the plant operating
optimally.
Customer
specification
and product
quality risks
There is demand from customers for higher
grade, specialist flake products that the
Company can produce and sell. This requires
consistent production performance to meet
market demand.
Specific requirements of various customers
mean that produced and shipped flake graphite
must align with the characteristics demanded by
customers for their commercial end use. This
To ensure the grade and quality specification
expectations of our customers are met, we
use advanced analytics and quality control
systems and equipment in on-site
laboratories. These analytical lab facilities
have been enhanced over the years with
installation of more microscopes and X-ray
fluorescence spectroscopy (XRF) devices and
enable us to adopt high international
standards for testing relevant parameters.

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requires stringent quality analysis.
Volatility of
Commodity
Prices
The prices and demand for the Group’s products
may remain volatile/ uncertain and could be
influenced by global economic conditions.
Volatility in commodity prices and demand may
adversely affect earnings, cash flow and reserves.
The Chinese decision to limit graphite supply
to the international market and the growing
trend in EV production, is anticipated to keep
graphite prices comparatively high.
The Company has a wide range of customers
with different end-applications.
Geopolitical,
Regulatory and
Sovereign risk
The primary flake graphite Projects are located in
Madagascar and Mozambique, and are therefore
subject to risks associated with operating in a
foreign jurisdiction and compliance obligations.
Mozambique experienced safety and security
issues that started in 2020 following an
insurgency. Security concerns have continued to
some extent. Our projects in Mozambique are in
force majeure following disruptions caused by
the insurgency in Northern Mozambique and
more recent political unrest, with a risk this
continues.
Madagascar has a mining code that promotes
security of tenure by providing mining
permits that extend for up to 40 years in
length from the date of issue that are
renewable at the permit holder’s choice, and
has been a stable jurisdiction in the
Company’s experience since 2017, with no
history of any disruptions to operations by
any previous national or local governments
with which we consider that we hold good
relationships.
The safety and security situation in
Mozambique has stabilised significantly
following national government and
international interventions, and the country
is witnessing renewed commitments to large-
scale project development in the same region
as the Company’s projects.
Environmental The Group’s current principal activities in
Madagascar involve ore mining and its
processing that are expected to have an impact
on the environment, while the development of
the Company’s Mozambique graphite projects
are expected to have similar impacts.
Land and vegetation is disrupted as a result of
mining activities and particularly in cases of
advanced exploration or mine development
proceeds, production sites and plants. Its
activities are or will be subject to in-country
national and local laws and regulations regarding
environmental hazards.
Air pollution takes place from the burning of
fossil fuels for powering vehicles and equipment
used in the production of graphite.
Pollution of waterways and soil around the
The Group conducts thorough environmental
impact assessments before
starting projects to identify potential
environmental risks and develop mitigation
strategies.
The Group continuously engages in measures
related to environmental improvements.
Water Management: Implementing closed-
loop water circuits and advanced
filtration systems to recycle and treat
wastewater, minimizing water consumption
and preventing contamination of local water
resources.
Land Reclamation: Restoring mined land to its
natural state or repurposing it for
agriculture or recreation through soil
restoration, reforestation, and creating

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projects can take place at tailing dams and similar
infrastructure if not monitored and maintained
sufficiently.
artificial lakes.
Community Engagement and Development:
Working closely with local communities,
addressing their needs, and ensuring mining
activities provide economic and social
benefits.
Health and
Safety
The Group’s mining and processing operations
involve the risk of personal injury as a result of
the activities conducted at its project sites.
All members of staff at project site locations
are briefed on health and safety
considerations and provided with a standard
level of first aid training.
Staff employed at the project sites are
obligated to use mandatory personal
protection equipment provided in and
around the Group’s mine sites, processing
units and heavy machinery. In the financial
year under report to 31 March 2024 there
were zero lost time injuries and the LTIFR
(Lost Time Injury Frequency Rate) is zero.
Warning signs are widely located around the
borders of the Company’s sites to illustrate
danger and risks that may be present to
members of the local community in order to
deter potential accidents.

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Climate Related Financial Disclosures
In line with applicable Standards, the Company provides disclosures under the framework
recommended by the Task Force on Climate Related Disclosures (TCFD). These are designed to
help investors and wider stakeholders understand how Companies are managing climate related
financial risks. Our disclosures cover the following key areas: Governance, Strategy, Risk
Management, Metrics & Targets.
Governance
To date, the Board has exercised oversight of climate-related risks and strategies. The Board will
review whether or when it may be effective to establish a separate Sustainability Committee or
to delegate certain risk-related matters to the Audit Committee.
Strategy
The Group’s business model and strategy are heavily influenced by expectation that demand for
flake graphite will increase significantly in large part due to factors driven by the energy
transition agenda, including growth forecasts for electric vehicles and the need for increased
energy storage capacity globally.
While emissions and the climate impact of the Group’s own operations have the potential to
grow as the operations develop further, the Company has certain strategies to mitigate and
reduce potential impacts. These include expansion of existing renewable energy sources such as
hydroelectric, and others, to reduce the long term requirement of fossil fuel requirements for
power generation. Improving the quality of tailings management systems will also be a
continued significant factor for management to evolve as production grows across the Group’s
projects, as will the safe and appropriate rehabilitation of land on an ongoing basis and for end of
mine purposes.
Risk Management
Availability and use of surface water for graphite processing is an essential requirement and so a
potential shortfall of its availability is identified as a core risk as a failure to manage this risk can
directly lead to reduced operational and financial performance.
Water use is continuously measured and availability is monitored by taking depth readings of
reservoirs and correlating with forecast water requirements. Creation of additional water storage
and transportation facilities is also an ongoing action item as a result to track and supply
operations suitably.
Road and project infrastructure are continuously evaluated for integrity and safety to ensure
they are suitable for use. Strengthening activities allows for better access and improved drainage
where necessary. Mitigation measures have involved the introduction of processing at the mine-
pit head and slurry-pumping systems directed towards the main processing units to reduce

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reliance of vehicles on roads, and the stockpiling of mined ore is intended to insulate operations
during periods of adverse weather.
Metrics and Targets
The Group will target to reduce the energy intensity of its own operations over time, but has not
so far set an absolute target for emissions, which is unlikely to be appropriate as it seeks to grow
its graphite production. We monitor diesel usage and will look to introduce a more
comprehensive set of sustainability metrics across areas such as:
● Diesel, LPG and overall energy usage, in aggregate and in relation to production volumes;
● Restoration activities completed, and obligations created;
● Water quality measures;
● Use of by-product clay-based impurities and sand for constructive purposes.
Production of annual Sustainability Reports going forward in line with certain international
standards will support how the Company prepares and collects climate related data to provide
metrics and monitor progress towards its climate related targets.
Greenhouse Gas Emissions
Current UK-based annual energy usage and associated annual GHG emissions are reported
pursuant to the Companies and Limited Liability Partnerships Regulations 2018 that came into
force 1 April 2019.
The Group has a small carbon footprint in the UK as most of the UK directors work from home or
in shared office space. Additional UK office space is rented on a short-term basis as required. As a
result, the energy usage in the UK is below 40,000KWH and therefore greenhouse gas emissions,
energy consumption and energy efficiency disclosures have not been provided in the Annual
Report.
ESG, Corporate and Social Responsibility
The Company believes in extensive stakeholder engagement and remains committed to our
corporate and social responsibility undertakings especially as it pertains to the communities in
the vicinity of our operations..
In doing so it performs various activities for improving the quality of life of the communities it
operates in. These measures include activities in the fields of infrastructure development and
providing access roads, facilitating drinking water facilities and development, health services,
promoting sports and education. For example, the Group has a health centre at both its projects,
has built a new school building at Sahamamy, and built an extensive road network among others
which significantly enhanced accessibility to new agricultural areas. The Company released its
first Sustainability Report in October 2021 and intends to provide an updated report for 2025,
and annually thereafter, with an overview of social and community engagement to inform
stakeholders.

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The Group manages erosion as a result of its operations including the principal affected areas
which are: downstream of the PCUs and operating zones; dams and settling basins. the dam
basin of the treatment plant; the discharge canal bank. The measures taken against these
erosions involve the digging of diversion trenches combined with biological protection measures:
grass cover; protection by phasing in big bag and bamboo reinforcement; bamboo protection;
plant cover by the Tsimialamaina species; installation of fascines following contour lines; and
extensive tree planting in all worked out areas.
River water pollution has occurred at times and is dealt with by import and distribution of
drinking water supplies to local communities, plus new wells to supply drinking water.
See the Directors’ Report for commentary in respect of Diversity and Inclusion policies.
Report on Payments to Governments
In accordance with DTR 4.3, and the Extractive Industries Transparency Initiative of which the UK,
Madagascar and Mozambique are implementing countries, the following payments were made
to government bodies in the year ended 31 March 2024.
UK
Payments in the UK to government included for Pay as You Earn (“PAYE”) on salaries of
employees in the UK: PAYE : £13,683.
Madagascar
Payments made to the government of Madagascar during the financial year to 31 March 2024
comprised amounts for Income Tax, Royalties & Duties, Social Security, Mining Cadastre Offie
Administration and Salary Tax as below:
● Income Tax: £7,735
● Royalties & Duties: £87,079
● Social Security Payments: £23,012
● Madagascar Mining Cadastre Office Administration: £8,679
● Salary Tax: £42,064
Mozambique
Payments made to the government of Mozambique during the period under report for the year
ended 31 March 2024 comprised of salary tax, social security payments, Capital Gains Tax related
to the acquisition of Suni Resources SA, and a mining ministry required bank guarantee in
relation to securing a mining licence on the Balama Central project concession:
● Salary Tax (Pay As You Earn) PAYE: $23,650
● Social Security Payments: $12,900

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Diversity and Inclusion
See the Directors’ Report.
This Strategic Report was approved by the Board of Directors on 11
h
July 2025 and signed on its
behalf by:
Mark Rollins
Executive Chairman

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Corporate Governance Report
The Governance Code which the Company has adopted as its best practice model is the
Quoted Companies Alliance (“QCA”) Code (2023), which is considered most appropriate for a
growth-oriented, smaller listed company and is widely adopted by similar companies. The
QCA Code was updated in 2023 and a 12 month transition period for compliance with
changes in the updated Code applies. As the Company’s LSE listing is a standard category
listing, now in the transitional phase following the LSE’s re-organisation of listing categories
in 2024, it is not currently required to comply with the Financial Reporting Council’s UK
Corporate Governance Code. The QCA Code requires either compliance with the 10
Principles of the Code or, where a company chooses not to apply, or is unable to apply, a
particular Principle (or Principles) it must provide an explanation for not doing so based on
its individual circumstances.
A commentary of the application of the ten Principles of the QCA Code (2023) is provided
below. Principles 1 to 5 relate to delivering growth, Principles 6 to 9 are about maintaining a
dynamic management environment, while Principle 10 concerns building trust.
Principle One: Establish a purpose, strategy and business model which promotes long-term
value for shareholders
The Company is engaged in developing an international flake graphite primary mining and
processing business. Our Purpose is to efficiently make available to world markets a
diversified source of a key mineral for economic development, safely and without harm to
the environment and local communities. The Board considers that the strategy and model is
focused and aligned with the market dynamics of the critical mineral, flake graphite, and
that the developing demand for graphite, including as part of the global transition to low
carbon energy, provides significant scope for long term value growth for shareholders. The
Strategy is more fully explained in the Strategic Report above.
Principle Two: Promote a corporate culture that is based on ethical values and behaviours
The Board aligns with the QCA view that good corporate governance is fundamentally about
culture, rather than procedure and, therefore, about leadership and example.
We recognise that under its previous leadership, we believe that the Company fell short of
the required and appropriate standards in certain areas during the reporting period. Areas of
concern include related party transactions (described elsewhere in this annual report),
decision-making processes, staff management and transparency in communications. The
new Board will seek to maintain the highest standards of integrity in the conduct of the
Group’s operations. The Group is committed to providing a safe environment for its staff and
all other parties for which the Group has a legal or moral responsibility in this area. The
Group’s health and safety policies and procedures encompass all aspects of the Group’s day-
to-day operations.

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Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance
approach to bribery and corruption and has an anti-bribery and corruption policy in place to
protect the Company, its employees and those third parties to which the business engages
with.
Principle Three: Seek to understand and meet shareholder needs and expectations
Since its admission to the London Stock Exchange, the Company has continued to regularly
inform shareholders of its progress through RNS announcements and presentations and
reports. The Company’s investor relations function also answers shareholder questions via
emails sent to the Company and responds to prospective investors directly and through its
brokers and social media. The Company maintains a dedicated email address for any
shareholders to connect to the Company. The CEO and executive leadership members have
held both one-to-one meetings with major shareholders and group meetings through video
conferencing platforms, providing presentations on the Group’s activities, with question and
answer sessions. Board members have frequently joined the management team members
on such events and aim to attend annual general meetings for first-hand interaction with
shareholders.
Subsequent to the 2024 FY, engagement with shareholders became a more contentious
matter following the requisition of general meetings seeking changes in the Board. As a
result of this process, in late 2024, changes were approved in the Board membership, with
incoming directors mandated to re-structure and re-finance the Group. The incoming
directors take seriously their responsibility to provide credible and transparent
communication to shareholders and have met with many of the Company’s shareholders in
2025 since taking office.
The Company founder and former Executive Chair/ CEO holds a significant shareholding in
the Company. The Group entered into transactions and contractual arrangements with third
parties connected with, and wholly or partly owned by him. Arrangements were subject to
an initial and supplementary relationship agreement, entered into 2017 and 2020
respectively, but this expired[in 2023 when the percentage of shares in the Company
controlled by Mr Poddar and connected parties fell below 30%. The relationship agreement
required commercial arrangements between the Group and his connected parties be
conducted on an arm's length basis and on normal commercial terms. A services agreement
entered into in 2018, and its subsequent amendments, provided for various administrative,
accounting, IT and procurement services, among others, to be provided by a connected
party of Mr Poddar. The Board is investigating, and has some concerns based on information
so far, as to whether all the services paid for and invoiced were in fact provided and whether
the terms were in line with an arm’s length costing basis.
Principle Four: Take into account wider stakeholder interests, including social and
environmental responsibilities, and their implications for long-term success

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The Group is focussed on developing extensive support for its customers and prospective
customers by building sustainable relationships and providing reliable security of supply,
meeting expectations and evolving its operations as needed. The Group also looks to build
and maintain deep engagement with customer leaderships. The extensive engagement is
visible in the successful outcomes of business development efforts with the Group receiving
inbound interest and regular orders from its current buyers.
The Group formulated a community outreach programme for its local community in
Madagascar and has extensively engaged with the local community, understanding their
needs, and formulating programmes for improving the quality of their lives. Extensive
support has been provided for health, education, vocational training and skill development
and infrastructure access, resulting in a community licence for development of its projects
and gaining support from the community. It also has extensively engaged with the local &
regional Governments with Governmental authorities providing extensive information on its
activities.
The Group aims to replicate the success and accomplishments of its programmes in
Madagascar at its acquired Mozambique projects and commence community outreach
initiatives with local stakeholders as work begins there.
Principle Five: Embed effective risk management, internal controls and assurance activities
considering both opportunities and threats, throughout the organisation
The evaluation, mitigation and management of risks is a high priority activity of the Board
and executive management. The Board and management will collectively work to consider
potential risks and mitigate any of their potential impacts. Ongoing reviews of the in-depth
and extensive exercise of risk mapping undertaken will be a standing agenda item for the
Audit Committee and Board. Inadequate monitoring of financial and liquidity risk during
FY2024 and the remainder of 2024 was a contributory reason for the changes in the Board
that were made at the end of the year and will be a key focus of the new Board.
Principle Six: Establish and maintain the board as a well-functioning, balanced team led by
the Chair
During FY 2024 and to December 2024, the Board did not comprise a balanced team
providing effective independent oversight of the Executive. For parts of that period the
Board did not include any independent non executive directors. Work to rectify and improve
this has been much advanced with the changes on the Board made in late 2024 and early
2025, although we recognise that there is additional work and recruitment required to
complete a fully effective and balanced Board team. The Company intends to add additional
members to the Board in independent non-executive capacities. It also intends to appoint a
permanent chief financial officer.
We intend to form a Board that can support and oversee the Executive leadership of the
Company and be engaged in formulating high level strategy in collaboration with the

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Executive team, while reviewing the performance of the Executive in delivering strategy.
The Board will have a minimum of four formal meetings every year, supplemented by ad hoc
meetings and calls as developments require. During the year under reporting, eight meetings
of the Board were held and appropriate decisions taken. A detailed note of the attendance
at meetings of the Board is provided below.
Short biographies of the Board members are available at
https://tirupatigraphite.co.uk/management/ , describing their relevant experience and the
skills they bring to Board deliberations. Considering the contributions of individual current
Board members:
● Mark Rollins, as Executive Chairman, brings experience as a chair and non executive
board director, and extensive experience in an entrepreneurial environment building
companies in and dealing with international commercial, business development and
government relations matters.
● Christian Dennis is an experienced broker in the mining sector, bringing in particular
fund raising experience and appreciation of investor interests.
● Michael Lynch-Bell is an experienced accountant, auditor and non executive director,
contributing financial and accounting expertise.
● James Nieuwenhuys, as CEO, has long experience in leading mining organisations,
mine development and operations, and long-standing business experience in Africa.
Current directors who are considered independent comprise Mr Lynch-Bell and Mr Dennis,
except in the latter case in relation to broking matters, as he is CEO of Optiva Securities.
The Chairman currently has an executive role, focused on Board and corporate financial
matters. This was considered appropriate immediately following the change in Board
composition, but it is not the Board’s longer term plan for that arrangement to continue.
The Board has not, so far, considered it helpful to appoint a Senior Independent Director but
will review whether that would be appropriate in 2025, in particular in the context of the
expected duration of the Chairman’s executive role.
Principle Seven: Maintain appropriate governance structures and ensure that, individually
and collectively, directors have the necessary up-to-date experience, skills and capabilities
The functioning, composition and very limited membership of the Board until December
2024 cannot be considered to have met this Principle throughout the reporting period. The
newly restructured Board includes a stronger mix of governance, mining operations,
commercial and financial skill sets going forward. From early 2025, the Board will:
● have among its membership non-executive members with previous executive and/or
non-executive board positions on listed company boards from relevant industry
sectors;
● possess, collectively, relevant experience and achievement in the areas of business of
the Company; and

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● at least one qualified accountant as a non-executive director, as well as a CFO who is
not presently a Board member but is also an experienced, qualified accountant.
During 2025, it is planned that the Board will be strengthened, so that it possesses all the
skill sets that it considers necessary for the current conduct and evaluation of the Company’s
business, including operational mining & technical non-executive director expertise.
The Board did not function effectively during FY24 due its narrow membership and
dominance by the former Executive Chairman and CEO for much of the period under report.
The Board committees did not meet or function in accordance with their terms of reference
in the period covered by this Report. The change in the Board in late 2024 was to address
these deficiencies and the new Board is resolved to achieve a much higher standard befitting
a listed company.
The Board will also have access to suitable financial and legal advice where necessary.
Principle Eight: Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
No formal evaluation of the Executive members of the Board was undertaken in the
reporting period by non executive directors. In future, the evaluation of performance of the
Executive Board members will be undertaken on an ongoing basis by non executive directors
and recorded as appropriate, with regular feedback provided to the executives.
Principle Nine: Establish a remuneration policy which is supportive of long-term
value creation and the company’s purpose, strategy and culture
It is the Board’s responsibility to establish an effective remuneration policy which is aligned
with the Company’s purpose, strategy and culture, as well as its stage of development.
Please refer to the Remuneration Report for a fuller description of remuneration policies and
structure.
The annual remuneration report has not been put to an advisory shareholder vote to date as
this is a new requirement of the QCA 2023 Code.
Principle Ten: Communicate how the Group is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
Continued and effective communication with shareholders and stakeholders remains a high
priority, and the Board aims to ensure that all future communications concerning the
Group’s activities are clear, fair, and accurate after a recognised shortfall in standards in
2024. Full details of how the Company maintains a dialogue with shareholders and other
stakeholders is set out under Principle 2 above.

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The Board
Board Objectives and Operations
The key objectives of the Board are as follows:
● Determination of Company strategies and promoting the growth of the Group to
enhance shareholder value.
● The agreement of the detailed set of objectives and policies that facilitate the
achievement of the Company’s strategies.
● Monitoring the performance of executive management in the delivery of objectives
and strategies.
● Monitoring and safeguarding the financial position of the Company and Group to
ensure that objectives and strategies are delivered.
● Approval of major capital expenditure and other expenditure, including annual
budgets.
● Approving corporate transactions and major acquisitions, divestment, joint ventures
and new mining concessions and licences.
● Delegating clear levels of authority to the executive management team. This is
represented by the defined system matrix of authorities and system of internal
controls which are reviewed by the Audit Committee.
● Providing the appropriate framework of support and remuneration structures to
encourage and enable executive management team members to deliver the
objectives and strategies of the Company.
● Monitoring the risks being entered into by the Company and ensuring that all of
these are properly evaluated.
● Approval of annual and interim financial reports, agenda for general meetings and
any circulars to shareholders.
A schedule is maintained of matters reserved to the Board for decision.
Meetings of the Board of Directors
The directors meet regularly and are responsible for formulating, reviewing, and approving
the Group’s strategy, budgets, performance, major capital expenditure and corporate
actions, both in formal Board meetings and otherwise to ensure development of the
Company’s business.
All directors have access to advice from independent professionals at the Company’s
expense. Training is available for new and existing directors as necessary.
Eight Board meetings were held during the year ended 31 March 2024. The directors’
attendance recorded during the year were as follows:
Director
Number of meetings
attended
% of eligible
Attendance
Shishir Poddar 8 100
Christian G St. John-Dennis 3 100
Hemant Kumar Poddar 6 100
Rajesh Kedia 4 100

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45 | Page
Douglas J Wright 0 N/A
Isabel de Salis 6 100
Murat Erden 3 100
Puruvi Poddar 1 100
Alastair Bath 1 100
*Joined post year end
See the Directors’ Report for dates of appointment and resignation of Directors.
In addition to the members on the Board, invitees to meetings of the Board included, as
appropriate, advisors and executive management of the Company.
Board Committees
Although the Board had established terms of reference for Board Committees, during the
year and since, the Board Committees did not meet, due to the limited numbers of
Directors. Their responsibilities were handled by the Board as a whole throughout the
period. The Board re-established Audit and Remuneration and Nominations Committees to
contribute to oversight of the Company’s activities and support the full Board, by resolution
on 9 January 2025. The Audit Committee currently comprises Mark Rollins and Christian
Dennis, with the CEO and CFO attending by invitation. The Remuneration and Nominations
Committee has been re-established with Christian Dennis (Chair), James Nieuwenhuys and
Mark Rollins as initial members. The Board recognises that the membership of the
Committees is not fully compliant with best practice, and in particular that the members are
not currently all independent non executive directors and some may lack appropriate
financial background suitable for an audit committee. The Board plans to address this in
2025.
Audit Committee
The terms of reference of the Audit Committee include the following requirements:
● To monitor the integrity of annual and interim financial statements.
● To review the Group’s internal controls and risk management systems.
● To make recommendations to the Board in relation to internal control matters that
require improvement or modification.
● To make recommendations to the Board in relation to the appointment, re-
appointment and removal of the external auditor and to approve the auditor’s
remuneration.
● To review and monitor the external auditor’s independence and objectivity and the
effectiveness of the audit process.
● To establish and monitor whistle blowing and compliance procedures.
No internal audit function has existed to date due to the small size of the Group.
During the year, the full Board considered the above matters, including the decision to
appoint Johnsons as the Group auditors for the year ended 31 March 2024.

Tirupati Graphite plc
Corporate Governance Report
Annual Report and Financial Statements
46 | Page
The external auditors will normally be invited to attend meetings of the Audit Committee for
most agenda items.
Remuneration and Nominations Committee
A Remuneration and Nominations Committee has been established to review the
performance of the Board and executive team on matters relating to their remuneration,
bonus and their terms of service. The Committee will also make recommendations to the
Board on granting of share warrants or other equity-based incentives to the Board and
senior management from time to time.
This Committee will provide guidance on remuneration packages to attract, retain and
motivate the leadership management team of the Company and the Group. It will have
access to independent advice from the Company’s advisors on all aspects of remuneration
and benefits and terms of service of the Company’s Board and executive management team.
During the year 1 April 2023 to 31 March 2024, the Company retained the same levels of
remuneration for Board members incumbent from the start of the period. Given the
challenges during the financial year to 31 March 2024, the Board deferred any potential
bonus, and forewent cash salaries for most of the period.
The role of nomination is also currently within the terms of reference of the Committee,
including making recommendations to the Board on candidates for appointment as
directors.
Internal Controls
The Board is responsible for the Group and the Company’s system of internal controls and
for reviewing its effectiveness. During the year and throughout 2024, the Company relied on
an outsourced service provider to maintain its accounting records. The service provider was
controlled and partly owned by the former CEO. Following the changes in the Board in early
2025, the service provider cut off all access for the Company to its accounting system and
accounting records. The Company has since had to implement a new accounting system and
reconstruct its accounting records. This has now been largely completed. During 2025 the
Company will conduct a complete review of accounting processes and internal controls and
build a new finance function to support the progress and plans of the Group.
This Governance Report was approved by the Board of Directors on 11
th
July 2025 and
signed on its behalf by:
Mark Rollins
Executive Chairman

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
47 | Page
Remuneration Report
This section constitutes a Remuneration Report and sets out the Group’s principles and policies
on the remuneration of directors and senior executives, together with details of directors'
remuneration packages for the financial year ended 31 March 2024. A Remuneration Committee
was first formed in 2017 (year of incorporation of the Company) and is responsible for fixing the
remuneration of the directors and senior executives. Further details on the Remuneration
Committee are contained in the Corporate Governance Report. The Committee did not meet
during the year ended 31 March 2024 and director remuneration was set by the full Board. The
Committee was re-established in early 2025 as a Remuneration and Nominations Committee
and met on 21 May 2025 to consider and approve this Report and also to establish its priorities
and strategy for 2025.
The QCA Code requirement to put the annual Remuneration Report to an advisory shareholder
vote at the Company’s annual general meeting is a new requirement in the 2023 updated
version of the Code, only effective for the Company’s next financial year.
Guiding Principles and Policies for Directors Remuneration and Benefits
The principles and policies guiding the remuneration and benefits for the Directors include:
● align remuneration with the stage of development of the Company, its growth and
performance;
● recognise experience and expertise;
● aim to reward fairly according to the nature of each role and performance;
● retain key executives and attract the best talent;
● correlate with remuneration packages offered by comparable companies; and
● align reward with the interests of shareholders as a whole with the long-term growth of
the Group.
Elements for Directors’ Remuneration and Benefits for year ended 31 March 2024:
Element
Purpose / eligibility
Operation
Base
Remuneration
Available to executive directors
only as compensation for
services.
Fixed on an annual basis, paid monthly
in arrears. In practice, certain amounts
were not paid on time, and some
amounts were settled in shares, with
details provided in this Report.
Directors Fees
Available to all non
-
executive
directors as compensation for
their time and advice on
Fixed on an annual basis, paid monthly
in arrears. As above, certain fees were
not in practice paid on time and certain

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
48 | Page
Company matters. Fees for
Executive Directors form part of
their base pay and are not
separately identified.
amounts have been settled with a
share issue.
Bonus
Available to executive directors
only, except for exceptional
circumstances, to reward
performance and align objectives
and goals with milestones and
achievements driving shareholder
value.
Potential capped to 100% of annual
salary in respect of the CEO and at
50% in respect of others during the
year ended 31 March 2024. Awards
based on growth and progress of the
Company and contribution by the
Director.
The bonus shall be considered
annually in any year for the
performance parameters of the
Company in the previous year. No
bonuses were awarded in respect of
the year ended 31 March 2024.
Pension
contribution,
or cash
amount in lieu
Available to executive directors
only.
Payment in lieu of pension where
applicable.
Share options
Available to executive directors
based on performance and
contribution, and to non-
executive directors as a special
incentive from time to time.
To align overall compensation
with shareholder interests.
Awards to be considered each year
based on performance parameters of
the Company.
For 2025, the Board plans, through the Remuneration and Nominations Committee, to consider
the design and implementation of a new, equity-based compensation scheme or schemes to
align executive and senior staff rewards with creation of shareholder value, act as a retention
tool for key executives and also to consider share option awards in recognition of and to
incentivise the Company’s turnaround strategy.
Directors' Remuneration (audited)
Remuneration of directors who served in the year ended 31 March 2024 was as detailed in the
table below. No Bonuses were paid or awarded in respect of the year, and no share options
were granted. Details of the respective dates of service of each individual to which these
amongst relate are provided in the Directors’ Report.

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
49 | Page
Salary and
fees
Pension
Bonus
Share
-
based
payments
2024 Total
£
£
£
£
£
Mr S Poddar (CEO & Joint
MD)
320,000
30,000
-
-
350,000
Mr C St John
Dennis (NED)
11,441
-
-
-
11,441
Mr H Poddar (NED)
32,154
-
-
-
32,154
Mr R Kedia (NED)
19,000
-
-
-
19,000
Mr D Wright (NED)
(See note below)
15,000
-
-
-
15,000
Mr M Erden (NED)
12,471
-
-
-
12,471
Ms I de Salis (NED)
21,000
-
-
-
21,000
Ms P Poddar (Joint MD)
8,219
-
-
-
8,219
Mr A Bath (Executive
Director)
4,110
-
-
-
4,110
TOTAL
443,395
30,000
-
-
473,395
The £15,000 for Mr Wright includes £9,000 compensation in lieu of notice.

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
50 | Page
For comparison, details of Directors’ Remuneration during the year ended 31 March 2023 were
as follows:
Salary and
fees
Pension
Bonus
Share
-
based
payments
2023 Total
£
£
£
£
£
Mr S Poddar
(CEO & MD)
320,000
30,000
-
-
350,000
Mr C St John Dennis
(NED)
38,000
-
-
-
38,000
Mr H Poddar (NED)
38,000
-
-
-
38,000
Mr R Kedia (NED)
38,000
-
-
-
38,000
Mr L Moore (NED)
5,242
-
-
-
5,242
Mr D Wright (NED)
12,800
-
-
-
12,800
TOTAL
452,042
30,000
-
-
482,042
As no share-based payment was made or accrued to the Directors during the year, and there
were no changes made to previous awards, there was no charge recorded for share-based
payments.
A deferred issue of ordinary shares in the Company was announced on 17 January 2024 for
certain directors in settlement of part of cash salaries / fees due for part of the year and prior
period as per the below table. The applicable shares were issued as fully paid at a share price of
11.0 pence per ordinary share on 12 May 2024.
Subscriber Name
Number
Subscribed
Amount
Mr Shishir Kumar Poddar
2,727,273
£300,000
Ms Isabel de Salis
109,091
£12,000
Mr Hemant Kumar Poddar
454,545
£50,000
Mr Christian St John Dennis
300,000
£33,000
Total
3,590,909
£395,000

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
51 | Page
In addition, Mr A Bath and Ms P Poddar received shares in May 2024 while serving as directors in
part settlement of executive salary due to them for periods prior to becoming a director. Mr Bath
received 54,545 shares in May 2024 and Ms Poddar 1,363,636 shares.
A further issue of ordinary shares was made on 5 January 2025 in settlement of certain 2024
remuneration balances, comprising 7,586,450 shares issued to Mr S Poddar and 1,466,660
share to Mr M Lynch-Bell, at an issue price of 5.0 pence per ordinary share.
In aggregate, the amount owing to current and former directors in respect of unpaid
remuneration as at 31 March 2024 was £241,679.
Total Pension Entitlements (audited)
During the year to 31 March 2024, the Company had no pension plan in place for any executive
director as the only executive director for the majority of the period until 7 March was a non-UK
resident. As detailed above, Mr S Poddar was paid £30,000 in lieu of pension contributions. The
contribution due in respect of Mr Bath for the period 7 to 31 March 2024 when he was a director
was approximately £200.
Service contract information
In respect of individual director service contracts and arrangements:
Mr S Poddar served as Executive Chairman through the year ended 31 March 2024, then as
CEO following the appointment of a Non-Executive Chairman on 10 June 2024. His service
contract entitled him to a base salary of £320,000 plus £30,000 towards his personal pension
arrangement. No bonuses were awarded in the year or since. His remuneration to 31 March
2024 (and subsequently, to 31 December 2024) was satisfied in share awards by the Company.
Mr Poddar was removed from the Board by a vote of all the other Directors at a meeting on 28
January 2025 and thereby vacated his office. He was subsequently terminated as joint MD on 18
February 2025. As Mr Poddar's service contract was terminated for cause, he was not entitled to
any compensation for loss of office.
Ms P Poddar served as a director and as joint MD from 7 March 2024 to her resignation from the
Board on 12 December 2024. Her service contract entitled her to a base salary of £120,000 pa to
31 March 2024, amended to £160,000 pa from 1 April 2024. No bonuses were awarded. Ms
Poddar subsequently resigned as a director on 10 December 2024.
Mr A Bath served as an executive director from 7 March 2024 until his resignation from the
Board on 17 November 2024, with a service contract entitling him to £60,000 pa to 1 April 2024
and thereafter to £100,000 pa plus 5% per annum pension contribution. No bonuses were
awarded. Mr Bath subsequently re-joined the Company in an executive capacity.
In respect of directors appointed since the year end:
Mr Lynch-Bell served under a service contract as Non-Executive Chairman from 10 June 2024
to 31 December 2024 and Non-Executive Director from 1 January 2025 to 14 February 2025 with
a fee of £132,000 pa. He was issued ordinary shares in the Company with a value of £73,333 in
January 2025 in settlement of his 2024 remuneration. His contract was amended by agreement
in early 2025 and he now serves under a non executive director contract with an interim base fee

Tirupati Graphite plc
Remuneration Report
Annual Report and Financial Statements
52 | Page
of £48,000 pa and a notice period of one month. His remuneration will be reduced to £36,000 pa
from mid year 2025.
Mr Mark Rollins has a service contract as Executive Chairman effective from 1 January 2025
with an interim base salary of £200,000, a bonus target of 50% of base linked to certain
performance milestones to be set by the Remuneration & Nominations Committee and Board,
5% of salary in cash in lieu of pension, and a contribution towards health insurance. Mr Rollins
has a notice period of 6 months. His remuneration will be reduced to £150,000 pa from mid year
2025.
Mr James Nieuwenhuys has a service contract as CEO and director effective from his
appointment as CEO effective from 3 January 2025 with an interim base salary of £200,000, a
bonus target of 50% of base linked to certain performance milestones, 5% of salary as cash in
lieu of pension, and a contribution towards health insurance. Mr Nieuwenhuys has a notice
period of 6 months. His base cash remuneration will reduce to £150,000 pa from mid year 2025.
Mr Christian Dennis has a service contract as Non-Executive Director effective from his
appointment 11 December 2024 with a fee of £48,000 pa. He will also be entitled to an
additional amount for service beyond his regular duties as Non-Executive Director during the
first part of 2025. Mr Dennis has a notice period of one month. His remuneration will be reduced
to £36,000 pa from mid year 2025.
All current directors have agreed to defer 50% of their cash remuneration during the first half of
the year in order to conserve cash balances until the Company is on a stronger financial footing
in the second half of 2025.
As indicated earlier in this report, the Board plans to review the remuneration policy for all
employees and directors during the course of 2025 and introduce a revised incentive plan with
share-based elements to align reward with shareholder value creation. It is anticipated that this
plan will extend performance linked incentives to all qualifying employees during 2026.
Payments to Past Directors (audited)
The Company paid £9,000 in lieu of notice to Mr D Wright in 2024. No other compensation was
paid to to past directors during the year ended 31 March 2024.
This Remuneration Report was approved by the Remuneration & Nominations Committee on
11
th
July 2025 and signed on its behalf by:
Christian Dennis
Chairman of Remuneration & Nominations Committee

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
53 | Page
Directors’ Report
The Directors present their report below and the audited annual Financial Statements for the
year ended 31 March 2024. A copy of the Annual Report may be obtained by shareholders by
emailing or writing to the Company Secretary. It is also available to read and download from
www.tirupatigraphite.co.uk.
Principal Activities
The principal activity of the Company and its subsidiary undertakings is the operation and
further development of graphite mines in Madagascar and Mozambique and related activities
including the sale and marketing of graphite into industrial and energy transition market
segments.
Strategic Report
The Strategic Report, including a business and financial review, consideration of the likely future
developments of the Group, review of principal risks, Section 172 Report and Going Concern
statement is set out on pages 7 to 38.
Information on the Company’s greenhouse gas emissions is provided at page 36. Information on
financial instruments is provided in Note 24 to the Financial Statements. Information in relation
to corporate governance is provided in the Corporate Governance Report at pages 39 to 46.
Incorporation & Admission to Trading
The Company was incorporated in England and Wales on 26 April 2017 as a public Company
and received admission of its ordinary shares for trading by the FCA on the main board of the
LSE under the standard segment with effect from 14 December 2020.
Results and Dividends
The consolidated statement of profit or loss and other comprehensive income of the Group is
set out on page xx. A financial review of the results of the Group for the year ended 31 March
2024 is provided at page 21. No dividends have been declared for the year ended 31 March 2024
(2023: nil).
Share Capital
Details of the authorised and issued share capital, together with details of the movements in the
Company’s issued share capital during the year are shown in note 22 to the Financial
Statements.
As at 31 March 2024, the Company had issued 124,299,220 ordinary shares of £0.025 nominal
value. As at the latest date practical for the production of this report, 31 March 2025, the
Company had issued 138,561,420 ordinary shares of £0.025 nominal value. Each share carries

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
54 | Page
the right to vote at general meetings of the Company, dividends and capital distribution
(including on winding up) rights but do not confer any rights of redemption.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are
both governed by the general provisions of the Articles of Association and prevailing legislation.
The directors are not aware of any agreements between holders of the Company’s shares that
may result in restrictions on the transfer of securities or on voting rights. No person has any
special rights of control over the Company’s share capital and all issued shares are fully paid.
The Company is a DTR5 Issuer and reports major shareholdings to the market in accordance
with DTR 5.1.2R.
Issue of Shares
Subject to the provisions of company law and the pre-emption rights described below, the
directors are generally authorised to allot shares in the Company as they think fit (including the
grant of options over and warrants in respect of shares).
The Company shall not allot any shares unless they are first offered to members (on the same or
more favourable terms as the proposed allotment) in proportion to their existing shareholdings.
These pre-emption rights shall not apply where shares are paid for otherwise than in cash
(including a share-for-share exchange) or if they are allotted or issued pursuant to an employee
share scheme. Notwithstanding these pre-emption rights, the directors may be given by special
resolution (passed by a majority of not less than 75% of the members who vote at a general
meeting) the power to allot shares either generally or specifically so that the pre-emption
provisions do not apply or apply with such modifications as the directors may determine.
Accordingly, the directors were authorised by the Company’s shareholders by way of special
resolution at its Annual General Meeting, dated 26 October 2023, to allot shares of Nominal
Value of £0.025 each to the extent of aggregate Nominal Value of £534,834.
In exercise of authority vested to the Board, during FY24 the Company issued:
● 5,518,944 ordinary shares to Battery Minerals Ltd on 19 April 2023 as
consideration for the acquisition of Suni and related IP (see Note 5 to the
financial statements) .
● 1,285,952 ordinary shares on 1 December 2023 as consideration shares to
certain Convertible Loan Note noteholders to satisfy the applicable July 2023
noteholder interest payment.
● 6,546,556 ordinary shares on 18 December 2023 as part of tranche 2 of the
acquisition consideration for Suni.
● 9,500,000 ordinary shares for cash on 17 January 2024 as part of an equity
placing to raise cash.

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
55 | Page
Directors
The directors who served during the year ended 31 March 2024 and changes thereto until
the latest practical date of the production of this Report, 30 June 2025, were as follows:
Director Position Gender Nationality
Appointment (since 1 April
2023) /Resignation Date
Mr Michael Lynch-Bell
Non-Executive
Chairman* Male British Appointed 11 June 2024
Mr Shishir Kumar Poddar
Chief Executive Officer
and Executive
Chairman to 11 June
2024** Male Indian Resigned 28 January 2025
Ms Puruvi Poddar
Joint Managing
Director Female Indian
Appointed 7 March 2024 /
Resigned 10 December
2024
Mr Alastair Bath Executive Director Male British
Appointed 7 March 2024 /
Resigned 17 November
2024
Mr Christian Dennis
Non-Executive Director Male British
Resigned 19th July 2023
Appointed 11 December
2024
Mr Hemant Kumar
Poddar Non-Executive Director Male Indian Resigned 5 February 2024
Mr Rajesh Kedia Non-Executive Director Male British Resigned 3 October 2023
Mr Douglas Wright Non-Executive Director Male British Resigned 31 May 2023
Ms Isabel de Salis Non-Executive Director Female British
Appointed 1st June 2023 /
Resigned 29 February 2024
Mr Murat Erden
Non-Executive Director Male British
Appointed 26 October
2023 /Resigned 7 March
2024
Appointed 11 December
2024 / Resigned 6 February
2025
Mr Mark Rollins Executive Chairman* Male British
Appointed 31 December
2024
Mr James Nieuwenhuys
Non-Executive Director
/ CEO** Male South African
Appointed 11 December
2024

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
56 | Page
*Mr Shishir Kumar Poddar vacated the position of Executive Chairman on 11 June 2024, when Mr Michael Lynch-Bell was
appointed Non-Executive Chairman, and remained an executive director and CEO, Mr Lynch-Bell was appointed Non-
Executive Director on 31 December 2024, when Mr Mark Rollins was appointed as Executive Chairman.
**Mr James Nieuwenhuys was appointed Non-Executive Director on 11 December 2024. He was subsequently appointed as
an executive director and co-CEO on 2 January 2025. Mr Nieuwenhuys was appointed as CEO on 18 February 2025
immediately following the termination of Mr Shishir Poddar as co-CEO.
Biographical details of the current Directors are available on the Company’s website:
https://tirupatigraphite.co.uk/management/
All directors are subject to re-election/re-appointment at the first AGM after appointment
and subsequently every three years.
Directors’ Interests
The interests of the directors in the shares of the Company as at 31 March 2024 and of the
directors of the Company as at the latest date practical to the preparation of this report, 30 June
2025, were as follows:
Director Number of ordinary shares
as at 31 March 2024
Mr Michael Lynch-Bell -
Mr Shishir Kumar Poddar - direct interest
- indirect interest held through Haritmay
Ventures LLP
3,886,523 (3.00%)
15,412,889 (11.90%)
Ms Puruvi Poddar 1,363,636 (1.13%)
Mr Alastair Bath 995,371 (0.76%)
Director Number of ordinary shares
as at 31 March 2025
Mr Michael Lynch-Bell 1,466,660 (1.06%)
Mr Christian Dennis 1,659,210 (1.19%)
Mr Mark Rollins 101,955 (0.01%)
Mr James Nieuwenhuys 0

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
57 | Page
Warrants held in the Company by current or former directors, are as below:
Warrant Holder No of warrants
Exercise
Price
Expiry date
Hemant Poddar 200,000 £0.300 31-12-2025
Christian St. John-Dennis 200,000 £0.300 31-12-2025
Shishir Poddar 600,000 £0.300 31-12-2025
Hemant Poddar 240,000 £0.400 31-12-2025
Christian St. John-Dennis 240,000 £0.400 31-12-2025
Rajesh Kedia 140,000 £0.400 31-12-2025
Shishir Poddar 900,000 £0.400 31-12-2025
Hemant Poddar 240,000 £0.400 31-12-2025
Christian St. John-Dennis 240,000 £0.400 31-12-2025
Rajesh Kedia 240,000 £0.400 31-12-2025
Shishir Poddar 900,000 £0.400 31-12-2025
Convertible Loan Notes (“CLN”) of the Company held as at 31 May 2025 by current directors
and those who held office during the year to 31 March 2024 are as follows:
CLN Holdings
2019 Notes
£
2022 Notes
£
2025 Notes
£
Hemant Poddar - -
Interest in 50,000
Notes through
Advanced Graphite
Materials Ltd
Christian Dennis - - 50,000
Mark Rollins - 100,000 200,000
Murat Erden - 100,000 100,000
Other interests: see Note 25 to the financial statements, Related Parties, regarding interests
held by certain directors in other commercial contracts with the Group.
Memorandum and Articles of Association
The Company’s Articles of Association (the ‘Articles’) give the Board the power to appoint
directors but require directors to retire and submit themselves for election by shareholders
at the first AGM following their appointment.
The Board of Directors may exercise all the powers of the Company subject to the provisions
of relevant statutes, the Company’s Memorandum of Association and the Articles. The
Articles, for instance, contain specific provisions and restrictions regarding the Company’s

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
58 | Page
power to borrow money. Powers relating to the issuing and buying back of shares are also
included in the Articles and such authorities shall be renewed by shareholders each year at
the AGM. The Articles of Association are available on the Company’s website and Companies
House.
Liability of Members Limited
The Company is registered as a public limited company and members liability is limited to
the extent of their respective subscription to shares.
Directors’ Remuneration
Details of the Directors’ remuneration are provided in the Remuneration Report on pages 47
to 52.
Substantial Shareholdings
As at 31 March 2024 and the latest date practical to this report, 30 June 2025, the Company
has been advised of the following interests in 3% or more of its issued share capital:
Shareholder As at 31 March 2024
As at 31 March 2025
Haritmay Ventures LLP ( a company owned
by Mr Shishir Poddar)
15,412,889
15,412,889 (11.12%)
PG Resources LLP (a company owned by
previous director, Hemant Poddar)
14,782,889
14,782,889 (10.67%)
Shishir Poddar 1,789,250
11,472,973 (8.28%)
Waratah Minerals Ltd (formerly Battery
Minerals Ltd)
6,546,556
6,546,556 (4.73%)
Premier Miton Group plc 4,395,306
4,395,306 (3.17%)
Optiva Securities Ltd 4,200,000
4,200,000 (3.03%)
Political Donations
The Company did not make any political donations or incurred any political expenses during the
financial period (2023: nil).
Employment and Diversity
The Company’s Directors and Group employees and service providers are located throughout
the regions the Group has a footprint, including the UK, India, Madagascar and Mozambique.
The Group engages local citizens from Madagascar in its operations and is committed to
development of skillsets of not only its Malagasy employees, but also the community around it.
The management and workforce of the Group comprise a mix of gender and nationalities. The
Board is satisfied that the Company gives due regard to cultural and gender diversity and in the
event of additions to its own membership or the membership of the senior management team
will consider diversity and inclusion as a relevant factor.

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
59 | Page
In respect of employment and diversity as at 31 March 2024, the Company reports the following:
Number of
Board Members
Percentage of the
Board
Number of
senior positions
on the Board
Number in
executive
management
Percentage of
executive
management
Men 2 67% 2 2 67%
Women 1 33% 1 1 33%
Number of
Board
Members
Percentage of
the Board
Number of
senior
positions on
the Board
Number in
executive
management
Percentage of
executive
management
White British or other
White (including
minority-white
groups)
1 33% 1 1 33%
Other ethnic group,
non British
2 67% 2 2 67%
During the year to 31 March 2024, the Company’s senior managers consisted of five men and 1
woman. During the year to 31 March 2024, the Company’s employees consisted of the
following:
Men Women
13 (92.9%) 1 (7.1%)
The Company advises the number of disabled persons employed in the Company was nil during
the year to 31 March 2024.
Health and Safety
The Group is committed to providing a safe working environment for all employees and
contractors. Group policies are reviewed on a regular basis to ensure that policies regarding
training, risk assessment, safe working and accident management are appropriate. Tool box
safety discussions are held at the start of all shifts by the shift supervisor, to briefly remind
the employees of the dangers present in the mine and plants. There are designated officers

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
60 | Page
responsible for health and safety and all incidents, including near-miss accidents are
reported at appropriate board or executive team meetings and personal protection
equipment provided to employees at operational projects.
For the 2024 financial year there were zero lost time injuries hence the LTIFR (Lost Time
Injury Frequency Rate) is zero.
The Group maintains a health centre at both its projects and is well connected to health
infrastructure in the location of its operations.
The Group records and tracks trends for any and all Lost Time Incidents (“LTIs”). Recordable
injuries and incidents resulting in lost time at the Group’s operations were [0] during the
period under report. A zero tolerance level has been set for any safety infringement and
regular inspections are undertaken by management to encourage adherence to all safety
protocols.
Tragically, in early 2025 a fatality occurred in the vicinity of one the Group’s operating
concessions in Madagascar. Although not involving a member of staff nor taking place as
part of the Group’s operations or in an operational area, the Group engaged with the
community affected and provided them with support. The Company has reviewed practices
for improving awareness of risks associated with remote areas and introduced additional
signposting of potential hazards.
Following the management restructuring in early 2025 and with the restart of operations in
Madagascar in February 2025, the new management has initiated a review of general health
and safety practices with a view to upgrading existing systems and equipment in line with
the highest industry standards. The Company plans to roll out a behaviour based safety
programme, which is well known for creating positive attitudes to safety.
Insurance Cover
The Company maintains insurance to cover its directors and officers against the cost of
defending themselves against civil legal proceedings taken against them. To the extent
permitted by law the Company also indemnifies its directors and officers. Neither protection
applies in the event of fraud or dishonesty. No insurance claims were made under the policy
in the period to 31 March 2024.
Independent Auditor
A resolution to confirm the appointment of the auditor of the Company will be proposed at
the Company’s AGM.

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
61 | Page
Company Secretary
The Secretary is MSP Corporate Services Limited, whose address is given at the front of the
Annual Report.
Resolutions Proposed at the Annual General Meeting
The Directors consider that all the resolutions to be put forward at the Annual General
Meeting (“AGM”) are in the best interests of the Company and its shareholders. The Board
will be voting in favour of them and unanimously recommends that shareholders do also.
Post Balance Sheet Events since the financial year end
Details of subsequent events are set out in Note 28 to the Financial Statements.

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
62 | Page
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year.
The directors have prepared the Group and Company financial statements in accordance
with UK adopted International Accounting Standards (UK adopted IAS). Under company law,
the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Company and of the profit or
loss of the Group and Company for that period. In preparing the financial statements, the
Directors are required to:
● select suitable accounting policies and then apply them consistently;
● state whether applicable UK adopted IAS have been followed, subject to any
material departures disclosed and explained in the financial statements;
● make judgements and accounting estimates that are reasonable and prudent;
and
● prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Group and Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and Company and enable them to
ensure that the financial statements comply with the Companies Act 2006.
Having been denied access to its accounting systems by the previous, now terminated, CEO,
as reported, the Group has had to re-construct its accounting records, and implemented a
new accounting system in 2025.
As a result of the delay caused by the denial of access to its own accounting system, the
Company was unable to file its accounts with Companies House by the required date,
despite one extension being granted. Companies House was unable to grant a further
extension to the filing deadline beyond 31 March 2025. Despite the unusual circumstances,
the Directors have sought to maintain adequate accounting records and to progress
completion of the audited Accounts albeit with an unavoidable delay. The Directors have
kept open communications with Companies House and will appeal against any automatic
penalties received from Companies House levied against the current directors for the late
filing of Accounts.
The Directors are also responsible for safeguarding the assets of the Group and Company
and hence, for taking reasonable steps for the prevention and detection of fraud and other

Tirupati Graphite plc
Director’s Report
Annual Report and Financial Statements
period ended 31 March 2024
63 | Page
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement of the Directors in respect of the Annual Report
We confirm that to the best of our knowledge:
1) the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole; and
2) the Directors’ Report including the Strategic Report incorporated therein by
reference includes a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties
that they face.
Disclosure of information to Independent Auditors
Each of the persons who is a Director of the Company at the date of approval of the Annual
Report confirms that:
● So far as the Director is aware, there is no relevant audit information of which the
Group and Company’s auditor is unaware; and
● The Director has taken all the steps that he ought to have taken as a Director in
order to make himself/herself aware of any relevant audit information and to
establish that the Group and Company’s auditor is aware of that information.
This report was approved by the Board of Directors on 11
th
July 2025 and signed on its
behalf by
Mark Rollins
Executive Chairman

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
64 | Page
INDEPENDENT AUDITOR’S REPORT
to the Members of Tirupati Graphite Plc
Opinion
We have audited the financial statements of Tirupati Graphite Plc (the “Parent Company”) and its subsidiaries
(together the “Group”) for the year ended 31 March 2024 which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial
Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the
Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and related notes to the financial
statements, including significant accounting policies. The financial reporting framework that has been applied in
the preparation of the Group’s financial statements is applicable law and UK adopted International Financial
Reporting Standards (“UK adopted IFRS”).
In our opinion the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March
2024, and of the Group’s loss for the year then ended;
• have been properly prepared in accordance with UK adopted IFRS; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
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 are independent of the Group and Parent
Company 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 applicable to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw your attention to note 3 of the financial statements which indicates the directors’ consideration over
going concern. The Company’s ability to continue as a going concern is dependent on the Group ‘s ability to
achieve conversion of the 2019 and 2025 convertible loan notes before their final maturity dates. These
instruments have a final maturity date (as amended) of 31 December 2025. The Company can elect to convert
these CLNs to ordinary shares of the Company, provided that the shares will be able to be admitted to trading.
This is conditional on shareholder resolutions providing authority for the issue of the conversion shares, the
Company’s ordinary shares resuming trading on the LSE, which will require the Company to be become
compliant again with its obligations for filing of accounts, and the approval by the FCA of a prospectus for the
issue of the new shares. Were the Company unable to require conversion to equity of the 2019 and 2025
convertible loan notes prior to their 31 December 2025 final maturity dates, and unable to alternatively meet its
cash flow needs from its current revenue resources, the Company would need to seek further financing. While
the Company has been successful in raising finance in 2025, there is no guarantee that future financing initiatives
would be successful.
As stated in note 3, these events or conditions, along with other matters set forth in note 3, indicate that a material
uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern.
Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
65 | Page
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s
system of internal control, and assessing the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including assessing whether there was evidence
of bias by the directors that may have presented a risk of material misstatement. The scope of our audit was
influenced by the level of materiality we determined.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account an understanding of their activities, the accounting processes
and controls, and the industry in which the Group operates. Our planned audit testing was directed accordingly
and was focused on areas where we assessed there to be the highest risk of material misstatement.
During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly. The audit
testing included substantive testing on significant transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the control environment, the effectiveness of controls
and the management of specific risks.
We communicated with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant findings, including any significant deficiencies in internal control that we
identified during the audit.
Our involvement with component auditors
We designed an audit strategy to ensure that we obtained the required audit assurance for each component for the
purposes of our Group audit opinion (in accordance with ISA 600 (Revised - UK)). Components were scoped in
to address aggregation risk and to ensure sufficient coverage was obtained of group balances on which to base
our audit opinion. For the work performed by component auditors in Madagascar and Mozambique, we
determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit
evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our
involvement with component auditors included the following:
 Detailed Group reporting instructions were sent, which included the significant areas to be covered by the
audits (including areas that were considered to be key audit matters as detailed below), and set out the
information required to be reported to the Group audit team.
 The Group audit team performed procedures independently over certain key audit risk areas, as considered
necessary, including the key audit matters below.
 Regular communication took place between ourselves as group auditor and the component auditors
throughout the planning and execution phases of the audit.
 We also met with the component auditor of the Madagascar businesses at the group’s main office in
Antananarivo to perform our reviews of the component auditor’s audit work papers.
 The Group audit team was actively involved in risk assessment and the direction of the audits performed by
the component auditors for Group reporting purposes, review of their working papers, consideration of
findings and determination of conclusions drawn.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
66 | Page
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 due to fraud or error) 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, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matter description How the matter was addressed in our audit
Going Concern
We draw your attention to note 3 of the
financial statement which indicates the
directors’ consideration of going concern.
The Company’s ability to continue as a going
concern is dependent on the Group ‘s ability to
achieve conversion of the 2019 and 2025
convertible loan notes before their final maturity
dates. In the event these events are not achieved,
the Company may need to raise further
financing.
Significant auditor attention was focussed in
this area because of the existence of events or
conditions which may give rise to going
concern issues.
These matters require auditor judgement on
whether the Group and Company will be able to
fund its operations and future projects for a
period at least twelve months from the date of
this report.
We performed the following audit procedures:
• We checked cash at bank held at 30 June 2025 of
£818k (31 March 2024: £186k) to supporting
documentation, including bank statements.
• We checked gross cash receipts between 1 January
2025 to 10 July 2025 from new convertible loan notes
(excluding issue costs) of £4.5 million to supporting
documentation and to the Company’s bank accounts.
• We evaluated management’s going concern
assessment which included assessing their business
and strategic plans, liquidity and funding positions
for the group. We checked that the going concern
assessment from management covered a period of at
least 12 months from the expected date of approval of
financial statements. We also challenged the
appropriateness of judgements and assumptions
considered by management in the cashflow forecasts
and obtained corroborative evidence, wherever
available, for key assumptions made.
• We noted that conversion of the CLN’s to equity is
conditional on shareholder resolutions providing
authority for the issue of the conversion shares, the
Company’s ordinary shares resuming trading on the
LSE, which will require the Company to be become
compliant again with its obligations for filing of
accounts, and the approval by the FCA of a
prospectus for the issue of the new shares. Were the
Company unable to require conversion to equity of
the 2019 and 2025 convertible loan notes prior to
their 31 December 2025 final maturity dates, and
unable to alternatively meet its cash flow needs from
its current revenue resources, the Company would
need to seek further financing. While the Company
has been successful in raising finance in 2025, there
is no guarantee that future financing initiatives would
be successful.
• We noted a material uncertainty has been disclosed in
note 3. We checked whether the disclosures in the
financial statements were fairly stated, complete and
accurate in all material respects.

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Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
67 | Page
Key audit matter description How the matter was addressed in our audit
Going concern (continued) Conclusion
We concur with the directors’ view that a material
uncertainty exists at the time of approval of the financial
statements in relation to the Group’s and Company’s
status as going concerns at 30 June 2025.
Accounting treatment for the acquisition of
subsidiary during the year- Suni
There is a risk that the new subsidiary that was
acquired during the year is not accounted for
correctly.
Management has made an important judgment in
assessing that the subsidiary was “a business”,
as defined in IFRS 3 and applied acquisition
accounting.
In recognising this subsidiary as a purchase of
business, the fair value of the net assets acquired
have been assessed to be higher than the fair
value of consideration paid, resulting in a material
gain on bargain purchase of £6,136k in the SOCI.
Significant auditor attention by senior team
members was focussed in this area because
alternative accounting treatment as the purchase
of assets would be very different and have a
pervasive effect on the financial statements.
We performed the following audit procedures:
• We reviewed and challenged management’s position
paper on why they believe SUNI was a business at the
time of acquisition. We assessed whether the potential
alternative accounting treatment of accounting for the
acquisition as a purchase of assets was relevant in the
circumstances.
• We checked the terms of the sale and purchase
agreements and confirmed that purchase consideration
was appropriately recognised at the fair value of
consideration paid.
• We assessed whether the gain on bargain purchase is
fairly stated and disclosed appropriately in the SOCI.
• We assessed whether all relevant fair value adjustments
to assets and liabilities were identified at the time of
purchase.
• We assessed the reasonableness of disclosures in the
financial statements including key judgements
applied.
Conclusion
We concur with the directors that the purchase of Suni
represents the purchase of a business, as defined under
IFRS. We have not detected any material issues in
relation to fair value of consideration paid, fair values of
assets and liabilities acquired, and the bargain purchase
gain recognised in the SOCI.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
68 | Page
Revenue Recognition
Under international auditing standards, there is a
presumed risk of fraud in revenue recognition.
Revenue for the year has been generated from the
sale of graphite goods.
Significant audit attention was focussed in this
area because of the presumption that there is fraud
in revenue recognition and the significant size of
the revenue balance compared to our materiality.
We performed the following audit procedures:
• We obtained an understanding of the revenue
recognition process and accounting policy for
recognising revenue. We confirmed that the accounting
policy complied with UK adopted international
accounting standards.
• We obtained the revenue breakdown in the current year
by invoice and checked completeness of the population
to the general ledger.
• We performed a substantive test of detail to check a
sample of Revenue transactions to invoices, shipping
documents, contracts, PO’s and customs clearance
documents.
• We also tested cash receipts remittances relating to
amounts invoiced to bank statements.
• We performed cut-off testing as of year-end to ensure
that revenue is recognised correctly for a sample of
transactions straddling the year-end.
• We checked the completeness and accuracy of
disclosures in the financial statements.
Conclusion
We have completed our planned procedures, no material
issues or exceptions have arisen.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
69 | Page
Key audit matter description How the matter was addressed in our audit
Impairment of Property, plant and
equipment (“PPE”)
Where indicators of impairment exist during the
reporting period, management and the directors
are required to perform an impairment review
over the carrying values of the Group’s mining
assets.
PPE assets for the group are in relation to the
operations of two mines in Madagascar and one
mine in Mozambique.
There are significant judgements required over
certain subjective inputs included in the
impairment models such as forecast sales,
production volumes, costs and the discount rate
applied to free cash flows. In addition, the
forecast cash flows are contingent on the
successful extraction of graphite reserves.
We performed the following audit procedures:
• Due to the existence of impairment indicators in
relation to the carrying values of PPE, we challenged
and assessed whether management had appropriately
determined the cash generating units (CGU’s) in the
Group.
• We assessed whether the value in use impairment
model used by management was fit for purpose and
adopted appropriate valuation methodology for a value
in use model in accordance with the reporting standard
IAS 36 Impairment of assets.
• We reviewed the terms and conditions of mining
licenses to check that the group retains the right to
explore over the full term of the licence and is
complying with relevant covenants. We also checked
latest reserves in accordance with the reserve and
resource report, which has been provided by an
independent geological expert.
• We challenged whether the discount rates used by
management were reasonable and representative of
market participants. We also performed sensitivity
analysis applying a significantly higher discount rate.
• We assessed the reasonableness of key assumptions
and judgements made by management in preparing
the discounted cash flow forecasts. Key inputs to the
model include future graphite prices, expected mine
lives, inflation rates, and discount rates. We compared
them against industry data, historical performance,
and third-party forecasts.
• We assessed whether management had appropriately
identified all net assets of the CGU’s which are reliant
on the future DCF’s in the VIU models in assessing
whether the carrying values of PPE are impaired.
• We assessed the disclosures in the financial statements
for completeness and accuracy in accordance with the
requirements of IAS 36.
Conclusion
We have completed our planned procedures, no material
issues or exceptions have arisen.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
70 | Page
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable
user of those financial statements. Misstatements below these levels will not necessarily be evaluated as
immaterial as we also take account of the nature of the identified misstatements, and the particular circumstances
of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in
planning the scope of our work, executing that work and evaluating the results.
Overall materiality £293,000 (2023: £320,000)
Basis for determining
overall materiality
Materiality was initially determined based on 0.5% of the Total Assets during the
planning phase of the audit (2023: 1.5% total assets by the previous auditor). Upon
completion of the audit, we reassessed materiality and concluded that the planning
materiality was too conservative. Accordingly, we revised final materiality to
£293,000, based on 1% of Total Assets.
We believe that the stakeholders of Group are primarily focused on the assets of
the group as they drive production and revenue generation.
We considered total assets as the most appropriate basis for determining overall
materiality as the primary activity of the group is exploration, development, and
production of graphite products which is mainly asset driven.
Performance materiality £146,500 (2023: £224,000)
We set performance materiality based on 50% (2023:72%) of overall materiality.
Performance materiality is the application of materiality at the individual account
or balance level, set at an amount to reduce, to an appropriately low level, the
probability that the aggregate of the uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
In determining performance materiality, we considered several factors including
our understanding of the control environment of the Group.
Error reporting threshold We agreed to report any corrected or uncorrected adjustments exceeding £8,650
(2023: £16,000) to the Board of directors as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
This represents 5% of the overall materiality of the Group.
The materiality of the Parent Company was assessed at 38% of Group Materiality, being £110,000. Performance
Materiality was set at £55,000 and Clearly trivial threshold was the same amount as the group.
Other information
Other information comprises the information in the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual
report. 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.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
71 | Page
Other information (continued)
In connection with our audit of the financial statements, 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 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken during the audit:
• the information given in the Chairman’s Statement, Strategic Report and Directors Report for the financial
year for which the financial statements are prepared is consistent with the financial statements; and
• the Chairman’s Statement, Strategic Report and Directors Report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its environment obtained during the audit, we
have not identified material misstatements in the Chairman’s Statement incorporating review of operations, the
Strategic report and Directors Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
 adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
 the financial statements are not in agreement with the accounting records and returns; or
 certain disclosures of directors’ remuneration specified by law are not made; or
 we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 62 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 and Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or Parent Company 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 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.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
72 | Page
Auditor’s responsibilities for the audit of the financial statements (continued)
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 based on these financial
statements.
Extent to which the audit was considered 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.
These audit procedures were designed to provide reasonable assurance that the financial statements were free
from fraud or error. The risk of not detecting material misstatement due to a fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risk of material misstatement in respect of
irregularities, including fraud, included the following:
 We considered the nature of the industry and sector, the control environment, business performance
including remuneration policies and the Group’s own risk assessment that irregularities might occur as a
result of fraud or error. From our sector experience and through discussions with the directors, we obtained
an understanding of the legal and regulatory framework applicable to the Group focusing on laws and
regulations that could reasonably be expected to have a direct material effect on the financial statements,
such as provisions of the Companies Act 2006, UK tax legislation, London Stock Exchange rules and
regulations, Madagascar and Mozambique company law and tax laws or those that had a fundamental effect
on the operations of the Group.
 We made enquiries of the directors and management concerning the Group’s policies and procedures
relating to:
o Identifying, evaluating, and complying with the laws and regulations and whether they were aware of
any instances of non-compliance;
o Detecting and responding on the risks of fraud and whether they had any knowledge of actual or
suspected fraud; and
o The internal controls established to mitigate risks related to fraud or non-compliance with laws and
regulations.
• We assessed the susceptibility of the Group’s and Parent Company’s financial statements to material
misstatement, including how fraud might occur by evaluating management’s incentives and opportunities
for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an
evaluation of the risk of management override of controls. We determined that the principal risks were
related to posting inappropriate journal entries creating fictitious transactions to improve financial
performance, and management bias in accounting estimates specific to impairment of PPE assets,
acquisition accounting for Suni, impairment of investment in subsidiary and related party receivables and
provision for restoration costs.

Tirupati Graphite plc
Independent Auditor’s Report
to the Members of Tirupati Graphite Plc
73 | Page
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through review of the minutes of the Board of directors’
meetings,
• we reviewed financial statement disclosures to supporting documentation to assess compliance with
applicable laws and regulations expected to have a direct impact on the financial statements,
• we performed testing of journal entries, including those processed late for financial statements
preparation, those posted by infrequent or unexpected users, those posted to unusual account
combinations,
• we evaluated the business rationale of significant transactions outside the normal course of business and
reviewed accounting estimates for bias,
• we made enquiries of management around actual and potential litigation and claims,
• we challenged the assumptions and judgments made by management in relation to significant
accounting estimates,
• we obtained confirmations from third parties to confirm existence of certain balances, and
• we communicated relevant laws and regulations and potential fraud risks to all engagement team
members and remained alert to any indication of fraud or non-compliance with laws and regulations
throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission, or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other requirements
We were appointed by the Group on 22 April 2024 to audit the financial statements of the Group for the year-
ended 31 March 2024. We did not provide non-audit services which are prohibited by the FRC’s Ethical
Standard to the Group, and we remain independent of the Group in conducting our audit.
Our opinion is consistent with the additional report to the Board of directors.
Use of our report
This report is made solely to the Group’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Group’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 Group and the Group’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Edmund Cartwright, FCCA FMAAT (Senior Statutory Auditor)
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
London, United Kingdom
Date: 11th July 2025

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
74 | Page
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
Revenue
6
4,903,856
2,890,010
Cost of sales
7
(4,389,010)
(1,531,349)
Depreciation of operating assets
(1,496,616)
(1,024,564)
Administrative expenses
9
(4,093,256)
(2,440,366)
Impairment charge
16
(798,871)
-
Gain on bargain purchase
5
6,135,915
-
Finance income - interest
8
204,525
-
Finance costs
11
(402,585)
(251,641)
Income tax expense
12
(77,171)
(9,775)
Loss for the year attributable to owners of the
Company
Items that may be reclassified to profit or loss:
operations
1,133,833
(1,381,371)
share
share
From continuing operations:
Basic and Diluted (pence)
13
The accompanying accounting policies and notes are an integral part of these financial statements.
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to
present the Company statement of comprehensive income. The loss for the Company for the year was
£3,903,990 (2023: £1,032,736).

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
75 | Page
Consolidated and Company Statement of Financial Position
As at 31 March 2024
Group
Company
2024
2023
£
£
-
-
Investments in subsidiaries
15
Property, plant and equipment
16
18,982,921
Deferred tax
26
-
74,046
-
Deposits
-
40,970
Intangible assets
14
Inventory
18
Trade and other receivables
17
Cash at bank
Trade and other payables
19
Borrowings
21
-
703,000
-
received, allotment due
Borrowings
21
Lease liability
19
Total non-current liabilities
1,888,666

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
Share capital
22
Share premium account
Warrant reserve
23
Foreign exchange reserve
Retained losses
Equity attributable to owners of the
Company
The accompanying accounting policies and notes are an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 11
th
July, 2025 and signed on its
behalf by:
Mark Rollins
Executive Chairman
Company registration number: 10742540

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
77 | Page
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
Attributable to the owners of the company
2022
2,173,497
19,975,356
(776,208)
130,557
(5,756,006)
15,747,196
Loss for the
period
(2,367,685)
(2,367,685)
Other
Comprehensive
Income: exchange
translation loss on
foreign operations
-
-
(1,381,371)
-
-
(1,381,371)
-
(2,367,685)
Transactions with
owners:
Shares issued
362,698
4,487,302
4,850,000
Adjustment to
Warrant reserve
-
319
-
(14,492)
14,173
-
Loss for the year
(13,213)
Other
Comprehensive
Income: Exchange
translation gain on
foreign operations
1,133,833
-
-
comprehensive
income {loss) for
the year:
-
(13,213)
1,120,619
Transactions with
owners:
Shares issued
571,286
4,356,480
-
-
-
The accompanying accounting policies and notes are an integral part of these financial statements.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
78 | Page
Share capital – Represents the nominal value of the issued share capital.
Share premium account – Represents amounts received in excess of the nominal value on
the issue of share capital less any costs associated with the issue of shares. During the year,
£82,580 (2023: £250,000) was adjusted as share issue expenses against share premium.
Retained losses – Represents accumulated comprehensive income for the year and prior years
excluding currency translation.
Foreign exchange reserve – Represents exchange differences arising from the translation of
the financial statements of foreign subsidiaries and the retranslation of monetary items
forming part of the net investment in those subsidiaries.
Share warrant reserve – Represents reserve for equity component of warrants issued as per
IFRS 2 share-based payments.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
79 | Page
Company Statement of Changes in Equity
For the year ended 31 March 2024
Attributable to equity shareholders
Share
capital
Share
premium
Share
warrants
reserve
Retained
losses
TOTAL
EQUITY
£ £ £ £ £
Balance at 1 April
2022 2,173,497 19,975,356 130,557 (4,297,566) 17,981,843
Loss for the period
- -
-
(1,032,736)
(1,032,736)
Total comprehensive
income (loss)
- - - (1,032,736) (1,032,736)
Transactions with
owners:
Shares issued
362,698
4,487,302
-
-
4,850,000
Adjustment to warrant
reserve
-
319
(14,492)
14,173
-
Balance at 31 March
2023
2,536,195 24,462,976 116,065 (5,316,129) 21,799,107
Loss for the year
-
-
-
(3,903,990)
(3,903,990)
Total comprehensive
loss
- - - (3,903,990) (3,903,990)
Transactions with
owners:
Shares issued
571,286
4,356,480
-
-
4,927,766
Balance at 31 March
2024 3,107,482 28,819,456 116,065 (9,220,120) 22,822,884
The accompanying accounting policies and notes are an integral part of these financial
statements.
Share capital – Represents the nominal value of the issued share capital.
Share premium account – Represents amounts received in excess of the nominal value on
the issue of share capital less any costs associated with the issue of shares. During the year,
£82,580 (£250,000) was adjusted as share issue expenses against share premium reserves.
Retained losses – Represents accumulated comprehensive income for the year and prior
years.
Share warrant reserve – Represents reserve for equity component of warrants issued as per
IFRS 2 share-based payments.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
80 | Page
Consolidated Statement of Cash Flows
For the year ended 31 March 2024
Notes
Adjustment for:
Depreciation
16
1,522,873
1,267,227
Impairment
16
798,871
-
Finance income
8
(204,525)
Gain on bargain purchase
5
(6,135,915)
-
Convertible loan note issue costs
-
93,125
Lease interest
-
3,334
Finance costs
11
402,585
251,641
Unrealised forex loss / (gain)
-
(41,054)
( Increase ) /decrease in inventories
176,633
(654,284)
( Increase ) /decrease in receivables
1,761,650
(1,566,964)
Increase/(decrease) in payables
242,665
861,019
Increase/(decrease) in deferred tax & other assets
79,139
( 15,874 )
Purchase of tangible assets
(648,839)
(2,797,818)
Acquisition of subsidiary
5
-
Advance for subsidiary acquisition
17
-
(2,632,525)
Recovery of advance to seller
-
Proceeds from shares issued (net of costs)
22
1,187,460
4,750,000
Proceeds from issue of convertible loan notes (net of
costs) (see below note)
21
-
1,769,375
Share application money received pending allotment
703,000
-
Finance Income
204,525
-
Short term borrowings raised
203,830
-
Lease repayments
(4,914)
(10,087)
Finance cost paid
(402,585)
(168,496)
Net
(
decrease
)
in cash and cash equivalents
Effects of exchange rates on cash and cash equivalents
27,320
14,382
Cash and cash equivalents at beginning of period
289,338
1,534,023
The accompanying accounting policies and notes are an integral part of these financial statements.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
81 | Page
Note: Reconciliation of Convertible Loan Notes:
2024
2023
Opening Balance as on 1
st
April
2,771,500
Issued during the year
-
1,862,500
-
(100,000)
Closing Balance as on 31
st
March
2,771,500
-
1,862,500
-
(93,125)
-
1,769,375

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
82 | Page
Company Statement of Cash Flows
For the year ended 31 March 2024
2024 2023
£ £
Loss for the year (3,903,990) (1,032,736)
Adjustment for:
Provision
s,
including
advance
s
to subsidiaries
3,129,426
-
Unrealized
f
orex
l
oss / (
g
ain)
-
20,675
CLN issuance cost
-
93,125
Finance costs
402,585
251,641
Working capital changes:
Increase/(decrease) in receivables
(
1,
584,771
)
(87,712)
Increase/(decrease) in payables
608,736
319,244
Net cash from (used in) operating activities (1,348,014) (435,763)
Cash flows from investing activities:
Advance towards asset purchase**
1,529,150
(2,632,525)
Loans to Subsidiaries
(1
64,
494)
(4,634,505)
Investment in subsidiaries
(
1,533,155
)
(20,325)
Net cash (used in) investing activities (168,499) (7,287,355)
Cash flows from financing activities*
Shares issued
22
1,187,460
4,750,000
Proceeds from issue of convertible loan notes
21
-
1,769,375
Finance costs
(402,585)
(168,496)
Share application money
re
ceived
p
ending allotment
703,000
-
Net cash from financing activities 1,487,875 6,350,879
Net (decrease) in cash and cash equivalents (28,638) (1,372,239)
Effects of exchange rates on cash and cash equivalents
(113)
(2,831)
Cash and cash equivalents brought forward 130,340 1,505,410
Cash and cash equivalents carried forward 101,589 130,340
The accompanying accounting policies and notes are an integral part of these financial statements.
*For reconciliation of cash and non-cash items from financing activities refer Note 21
(borrowings) and note 22 (share capital).
**Advance towards asset purchase is for advance paid towards Suni Resources prior to its
acquisition completing.
Note: Reconciliation of Convertible Loan Notes: as per Group Note above.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
83 | Page
Notes to the Financial Statements
1. General Information
Tirupati Graphite plc (the “Company”) is incorporated in England and Wales, under the
Companies Act 2006 and domiciled in the UK. The registered office address and principal
place of business is Eastcastle House 27/28, Eastcastle Street, London, W1W 8DH, UK.
The Company is a public company, limited by shares. The ordinary shares of the Company
are admitted on the official list of the FCA and to trading on the main market of the London
Stock Exchange through a standard listing.
The principal activities of the Company are as a holding and management company for its
subsidiaries (together, the “Group”) which undertake graphite mining and related activities
and it also undertakes marketing, trading and support activities for the Group. The Company
is the parent entity of the Group.
These consolidated financial statements are presented in pounds sterling which is considered
the currency of the primary economic environment in which the Company operates, since the
Group’s activities are predominantly at the development stage and sterling is the main
currency of the Group’s financing.
2. Adoption of new and revised UK adopted IAS New Standards
The Group and Company have adopted all recognition, measurement, and disclosure
requirements of IFRS, including any new and revised Standards and Interpretations of IFRS,
in effect for annual periods commencing on or after 1 April 2023. The following IFRS or
IFRIC interpretations were effective for the first time for the financial year beginning 1 April
2023. Their adoption has not had a material impact on the disclosures or on the amounts
reported in this financial information:
Standards/interpretations
Description
- (Making Materiality Judgements)
Accounting Estimates and Errors
estimates
IAS 12 Deferred Taxation
Amendments - Deferred Tax related to
Transaction
New standards and amendments which are in issue but not yet effective:
At the date of authorisation of these financial statements, the following Standards and
Interpretations were in issue and will be effective for the first time in the period beginning 1
April 2024. The Group and Company will adopt these amendments in its next financial
statements. These are not expected to have a material impact on the Group.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
84 | Page
Standard or interpretation
Description
IAS 1 Presentation of Financial Statements
Amendments – Classification of
Liabilities as Current or Non - Current
IAS 1 Presentation of Financial Statements
Amendment- Non-Current liability with
covenants
IFRS 16 Leases
Amendments- Liability in a sale and
leaseback transaction
Financial Instruments: Disclosure
arrangements
The Group and Company have not early-adopted any of the above standards and intend to
adopt them when they become effective.
3. Significant Accounting Policies
Basis of Preparation
These consolidated financial statements have been prepared in accordance with UK-adopted
international accounting standards (UK-adopted IAS) and in accordance with the
requirements of the Companies Act 2006.
The financial statements have been prepared on the historical cost basis, except for certain
financial instruments that are measured at amortised cost at the end of the reporting period.
Historical cost is generally based on the fair value of the consideration given in exchange for
goods and services.
The preparation of financial statements in conformity with UK-adopted IAS requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement
in the process of applying the accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements, are disclosed in Note 4.
The principal accounting policies adopted are set out on the following pages.
Going Concern
The financial statements are prepared on a going concern basis of accounting, which the
Board considers reasonable taking account of key factors and uncertainties described in this
Note.
The Group’s business activities, together with the factors likely to affect its future
development, performance and position are set out in the Strategic Report. The financial
position of the Group and the Company, their cash flows and liquidity positions are disclosed
in the financial statements. The expected evolution of the business and significant post year
end events are also described in the Strategic Report. In addition, the Annual Report discloses
the Group’s objectives, policies and processes for managing its business and capital, its
financial risk management objectives; details of its financial instruments; and its exposure to
liquidity risk.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
85 | Page
Since the reporting date, the Group experienced an extended period of financial distress
during which production and therefore revenues were intermittent and the Group was late in
settling various creditors. From January 2025, a new Board was in place and new financing
has been raised, with amendments agreed to the maturity and terms of existing financing and
payment plans agreed with several larger creditors.
Following the steps implemented in the first five months of 2025, the remaining material
uncertainty to continuing as a going concern is now considered to be the conversion of the
2019 and 2025 CLNs before their final maturity dates. These instruments have a final
maturity date (as amended) of 31 December 2025. The Company can elect to convert these
CLNs to ordinary shares of the Company, provided that the shares will be able to be admitted
to trading. This is conditional on shareholder resolutions providing authority for the issue of
the conversion shares, the Company’s ordinary shares resuming trading on the LSE, which
will require the Company to be become compliant again with its obligations for filing of
accounts, and the approval by the FCA of a prospectus for the issue of the new shares.
At the date of approval of these financial statements, the Directors consider that it is
reasonable to assume satisfactory outcomes to each of the above milestones. Were the
Company unable to require conversion to equity of the 2019 and 2025 convertible loan notes
prior to their 31 December 2025 final maturity dates, and unable to alternatively meet its cash
flow needs from its current revenue resources, the Company would need to seek further
financing. While the Company has been successful in raising finance in 2025, which provides
confidence in the ability to access capital markets when required, there is no guarantee that
future financing initiatives would be successful.
The Company notes that even though the above assumptions are considered reasonable, there
can be no certainty that the Company would definitely achieve the milestones described above
and not all are within the full control of the Directors, and the auditors refer to that uncertainty
in their audit report.
Overall, taking into account the comments above, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in operational existence
for the foreseeable future. For these reasons, the Directors continue to adopt the going
concern basis in preparing the financial statements.
Basis of Consolidation
Subsidiaries are all entities over which the Group has effective control. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary. Acquisitions are accounted for as a
business combination under IFRS 3 when they meet the criteria for recognition as a business,
with inputs and processes capable of creating outputs on a standalone basis. In a business

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
86 | Page
combination, the acquired assets and liabilities are initially recorded at fair values based on an
assessment of value in use or market value. Any excess of fair value of the consideration at
the acquisition date over the aggregate fair value of the net assets acquired represents
goodwill, while a negative difference represents a bargain purchase gain, which is recognised
immediately in the income statement.
The Group currently consists of Tirupati Graphite plc and its wholly owned subsidiaries
Tirupati Madagascar Ventures SARL, Establissement Rostaing SARL, Suni Resources SA,
which was acquired on 1 April 2024, and Suni Balam Central SA which was incorporated on
1 September 2023.
In the Company financial statements, investments in subsidiaries are accounted for at cost less
impairment.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring the accounting policies used into line
with those used by other members of the group.
All intra-group transactions, balances, and unrealised gains on transactions between Group
companies are eliminated by accounting for resulting foreign exchange difference in Other
Comprehensive Income and foreign exchange reserve on consolidation.
Segment Reporting
The Group's chief operating decision makers are considered to be the Board and senior
management who have determined that the Group has only one operating segment, graphite
mining extraction activities, and one geographical segment, Madagascar and Mozambique, as
all the activities are closely linked and monitored as a single segment. Its corporate office in
London, UK which supports these activities is not seen as a separate reporting segment.
Therefore results, assets and liabilities of the operating segment are the same as presented in
the Group’s primary statements.
Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable and
represents amounts receivable for goods or services supplied in the course of ordinary
business, stated net of discounts, returns and value added taxes.
The Group conducts its sale of goods either on a Free on Board (FOB) or Cost Insurance
Freight (CIF) basis, under industry-standard Incoterms. Under these Incoterms as per Uniform
Customs and Practices, the point of transfer of control and risk for the goods sold to the buyer
is when the goods are loaded on the ship and a bill of lading supplied. Thus, the point of
revenue recognised by the Group is when goods have been duly sealed in containers for
transportation and charge of the containers is transferred to the shipping line who issue the
relevant shipping document as the goods are loaded on the ship. In respect of sales on a CIF
basis, as the obligations to pay for transportation and insurance are satisfied at the point of
loading, attributable elements of revenue are also recognised on receipt of shipping
documents.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
87 | Page
Foreign Currencies
For each entity, the Group determines the functional currency, and items included in the
consolidated financial statements of each entity are recorded using that functional currency.
The Group’s financial statements are presented in Pounds sterling, which is also the
Company’s functional currency. The functional currency of the subsidiaries in Madagascar or
Mozambique are the respective local currencies.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date
of the transaction. Foreign exchange differences arising on translation are recognised in profit
or loss. For the purpose of consolidation, the year-end assets and liabilities are converted at
closing rate. All income statement items are converted using average rates for the year. The
difference arising on such is passed through Other Comprehensive Income and Foreign
Exchange Reserves. Translation differences arising on inter-company loans which form part
of the net investment in a subsidiary are also recorded through Other Comprehensive Income
and Foreign Exchange Reserves.
Taxation
Income tax represents the sum of current tax and deferred tax.
Current tax
Current tax is based on taxable profit or loss for the year. Taxable profit or loss differs from
net profit or loss as reported in the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.
A provision is recognised for those matters for which the tax determination is uncertain, but it
is considered probable that there will be a future outflow of funds to a tax authority. The
provisions are measured at the best estimate of the amount expected to become payable. The
assessment is based on the judgement of professionals within the Company supported in
certain cases based on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the balance sheet
liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled, or the asset is realised based on tax laws and rates that have been enacted or
substantively enacted at the reporting date.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
88 | Page
Property, Plant and Equipment
Property, Plant and Equipment (PP&E) is recognised at cost less accumulated depreciation
and any recognised impairment loss. Cost includes borrowing costs capitalised for major
assets under construction.
Depreciation of these assets commences when the assets are ready for their intended use and
is recognised so as to write off the cost of assets (other than freehold land and properties
under construction) less their residual values over their useful lives, using the straight-line
method, on the following bases:
Processing and power equipment 10% per annum
IT equipment 20-25% per annum
Furniture and fittings 10-20% per annum
Vehicles and spares 10-30% per annum
Mine developments assets, including infrastructure development are recognised as a separate
category. Depreciation of mine development costs will be on a unit of production basis once
the mines are more fully developed, based on the proportion that current period production
bears to reserves. However, pending full development and categorisation of reserves, mine
development costs including Infrastructure costs are being depreciated on a straight-line basis
at 10% per annum, which is expected to be a conservative basis for the time being.
The estimated useful lives, residual values and depreciation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis.
All expenditure on the construction, installation or completion of facilities is capitalised as
construction in progress within “Assets Under Construction”. Once production starts at a
project that was under construction, all assets included in “Assets Under Construction” are
transferred into “Property, Plant and Equipment”. It is at this point that
depreciation/amortisation commences.
An item of PP&E is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. The gain or loss arising on the disposal
or scrappage of an asset is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in income.
Impairment of PP&E
At each balance sheet date, the Group reviews the carrying amounts of its capitalised PP&E
and mine development assets, to determine whether there is any indication that these assets
have suffered an impairment. If any such indication exists, the recoverable amount of the
asset is estimated to determine the extent of the impairment loss (if any). Provision is made
for any impairment and immediately expensed in the period. Assets are assessed for
impairment within Cash-Generating Units which typically comprise individual concession or
licence areas.
The recoverable amount is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not
been adjusted.

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Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
89 | Page
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense immediately.
Mining Exploration and Evaluation
The Company carries out exploration and evaluation activities to determine if resources are
present and warrant further evaluation expenditure with the potential to result in an economic
development. The amount of expenses incurred are currently not material in amount and
Group currently charges such costs to the income statement and does not recognise separate
assets under IFRS 6.
Intangible assets
If the Group acquires new concessions and/or rights to explore (other than in a business
combination) any excess of the consideration over the capitalised assets is treated as
intangible exploration asset or mine development asset, depending on the stage of activity,
representing rights under the applicable concession or licence. Impairment in the value of
intangible exploration assets is assessed at least annually by reference to the resource volumes
evaluated and plans to progress further exploration, evaluation or development studies. When
an applicable exploration and evaluation-stage asset enters the development stage, the costs
are reclassified to mine development asset and subsequently assessed for impairment along
with PP&E, as above.
An intangible asset is derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains or losses arising from derecognition of an intangible
asset, measured as the difference between the net disposal proceeds and the carrying amount
of the asset, are recognised in profit or loss when the asset is derecognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition. Cost is calculated
using the weighted average method in respect of finished product and mined ore, and on a
FIFO basis in respect of materials and supplies. Net realisable value represents the estimated
selling price less all estimated costs of completion and costs to be incurred in marketing,
selling and distribution.
Investments
Investments in subsidiaries are held at cost less any impairment.
Financial Instruments
Initial recognition and measurement
The Group applies IFRS 9 “Financial Instruments” and has elected to apply the simplified
approach method.
The Group classifies its financial assets in the following categories: loans and receivables and
fair value through profit and loss. The classification depends on the nature of the assets and
the purpose for which the assets were acquired. Financial assets are measured upon initial

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
90 | Page
recognition at fair value plus transaction costs directly attributable to the acquisition of the
financial assets. The financial assets are subsequently measured at amortised cost.
Loans and Other Receivables
The principal financial assets of the Group are loans and trade receivables, which arise
principally through the provision of goods and services to customers but also incorporate
other types of contractual monetary assets. Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than twelve months after the balance
sheet date, which are classified as non-current assets.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and other
short-term highly liquid investments with maturities of three months or less. Bank overdrafts
that are repayable on demand and form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents in the consolidated cash flow statement.
Financial assets - impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its
instruments carried at amortized cost and FVTPL. The impairment methodology applied
depends on whether there has been a significant increase in credit risk. For trade receivables,
the Group applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
Financial liabilities and equity instruments issued by the Group
Financial liabilities and equity instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of its liabilities. Equity
instruments issued by the Group are recorded at the proceeds received, net of direct issued
costs.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at
amortised costs, using the effective interest rate method.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a
contract conveys the right to control the use of an identified asset, the Group uses the
definition of a lease in IFRS 16.
The Group recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of use asset is initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the end of the lease term, unless the lease transfers ownership of the
underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset
reflects that the Group will exercise a purchase option. In that case the right-of-use asset will
be depreciated over the useful life of the underlying asset, which is determined on the same
basis as those of property and equipment. In addition, the right-of-use asset is periodically

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
91 | Page
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
liability.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the
Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate based on the rate at it which has secured
borrowing and makes certain adjustments to reflect the terms of the lease and type of the asset
leased. The lease liability is measured at amortised cost using the effective interest method. It
is re-measured when there is a change in future lease payments.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount
of the right-of-use asset has been reduced to zero.
Borrowings
Financial liabilities are recognised at amortised cost and include the transaction costs directly
related to the issuance. The transaction costs are amortised using the effective interest rate
method over the life of the liability.
Convertible Loan Notes (CLNs) are recorded at their issue price. Any interest due on these
CLNs is recorded on an accruals basis. On conversion/redemption the face value of converted
CLNs is reduced from the total carried value. For CLN issues to date, the convertibility
offering within the instrument is not assessed as a separate derivative component in exchange
of a lesser coupon as it has not been considered to be material to the financial statement.
Other financial liabilities
Other financial liabilities are initially measured at fair value, net of transaction costs. Other
financial liabilities are subsequently measured at amortised cost using the effective interest
method, as set out above, with interest expense recognised on an effective yield basis.
Share based payments
Equity-settled share-based payments are measured at fair value at the date of grant by
reference to the fair value of the equity instruments granted using the Black-Scholes model.
The fair value determined at the grant date is expensed on a straight-line basis over the
vesting period, based on the estimate of shares that will eventually vest. A corresponding
adjustment is made to equity.
When the terms and conditions of equity settled share-based payments at the time they were
granted are subsequently modified, the fair value of the share-based payment under the
original terms and conditions and under the modified terms and conditions are both
determined at the date of the modification. Any excess of the modified fair value over the
original fair value is recognised over the remaining vesting period in addition to the grant date
fair value of the original share-based payment. The share-based payment expense is not
adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised immediately.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
92 | Page
4. Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with UK adopted IAS requires the use
of estimates and judgements. These are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
Estimates
Estimates and assumptions may affect the reported amounts of assets and liabilities at the date
of the financial statements and the reported amounts of sales and expenses during the
reporting period. Key estimates include the useful economic lives of plant and equipment; the
recoverable amount of assets, including intangible assets in respect of exploration and
exploitation rights; resource volumes and cost to extract resource used in assessments of
impairment and recoverability; and fair values of assets and liabilities used in business
combination accounting.
Estimates and assumptions concern the future; the resulting accounting estimates will, by
definition, therefore seldom equal the actual results. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial period are described below.
Depreciation and Amortisation
Depreciation and amortisation rates for mine development costs normally depend on estimates
of reserves to be produced. At present, the Group recognises only Resources and no Reserves
at its Madagascar mines. The Group has therefore adopted a flat 10% annual rate of
amortisation for the Mine Development Assets to date and until Reserves are established as a
basis for depreciation.
Estimates in impairment models
Impairment testing requires an estimation of the value in use of the cash-generating units to
which the assets have been allocated. The value in use calculation requires estimates of the
future cash flows expected to arise from the cash-generating unit and a suitable discount rate
to calculate the present value. The cash flow models incorporate estimates of future
production, graphite prices and costs. Estimates of future production are informed by graphite
resources estimates made under JORC 2012 standards, internally and using external
experts. Future graphite prices are management estimates and depend on produced qualities,
demand and supply, innovation and development of the energy transition globally and
geopolitical factors affecting trade and tariffs, among other factors. Future costs levels may
vary according to the market factors, ore qualities and yields as well as inflation. Subsequent
changes to the quantum or to the timing of cash flows could impact on the carrying value of
the respective assets.
Intangible exploration assets relate to consideration for the licence or concession on
acquisition of the assets. Such assets currently have an indefinite useful life as the Group has a
right to renew exploration licences. Management tests for impairment annually whether
exploration projects have future economic value in accordance with this accounting policy.
Fair valuations in respect of business combinations
In a business combination, the Group is required to value the consideration provided and the
fair valuation of the assets and liabilities acquired. Asset valuations will depend on similar
estimates and models of future cash generating potential as described under Recoverability of
assets above. In addition, the Group has had to estimate the likely timing and percentage
recovery of VAT receivables as part of the Suni Resources acquisition.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
93 | Page
Judgements
As well as relying on estimates and assumptions, the Directors make judgements to define
appropriate accounting policies and to apply to certain transactions and evaluations, including
when the effective IFRS standards and interpretations do not specifically deal with the related
accounting issues. Key areas of judgements are described in more detail below.
Business combinations
The determination of whether an acquisition of new licences, assets and related attributes
represents a business combination under IFRS 3 (required to be accounted for at the fair value
of the assets and liabilities acquired) or a series of asset purchases to be accounted for at the
allocated cost of acquisition of the separable assets plus the liabilities assumed, is a judgement
as to whether the component parts represent an inter-related set of processes forming a
business, or not. The Directors concluded that the acquisition of Suni Resources SA in April
2023, to create a presence across two new concession areas in Mozambique, represented a
business combination under IFRS 3. At the time of acquisition, definitive feasibility studies
had been completed by the vendor for the Montepuez project as a basis for the development
consents already obtained, the required processes and facilities needed for the project and as
support for potential project financing. These will now require updating, but provide a
significant contribution towards a project investment decision.
Impairment of assets
As well as the use of estimates, the process of determining whether there is an indication of
impairment or calculating any impairment requires critical judgement, including the Group’s
intention to proceed with future work programmes, the likelihood of licence or concession
renewal or extensions , whether sufficient data exists to indicate that the carrying amount of
an asset is unlikely to be recovered in full and the success or otherwise of future mine
development strategies.
Resources
Estimates of reserves and resources under JORC criteria requires the exercise of technical
judgements, including ore volumes, recovery factors, plant efficiency, all of which may affect
estimates of future cash flows.
Receivables
The recoverability of receivables, including VAT recoverable balances and in the Company
accounts, intragroup receivables, has to be assessed at each reporting date. The recoverability
of VAT requires judgement on the extent of any potential disallowances and or non payment
by the relevant authorities when claims are reviewed, though the Group’s experience is that
while delay in payment is common, disallowances are ultimately not material and accordingly
no impairment of the receivables has been recognised.
Provision for restoration costs
The Group undertakes certain work for rehabilitating end-of-life production sites and related
production facilities at the same time as production. To date, restoration and rehabilitation
costs have been charged to income as incurred. The Group takes note of the regulations set
out by the Malagasy Government and the environmental conditions within the mining permit,
which covers the Group’s obligations towards restoration and rehabilitation. The Directors do
not currently consider that any material further asset retirement provision Is presently
required because the project areas in Madagascar are unlikely to incur a material cost for
restoration work for activities to date. In addition, rehabilitation and restoration of mining
areas is an ongoing activity. In line with the requirements of the licence, the Group has
already incurred costs relating to the construction of anti-erosion infrastructures, dam
cleaning, soil restoration and some reforestation of areas. Following limited production to
date, the Group’s operations are expected to significantly increase in future years and the

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
94 | Page
Group will therefore undertake annually a more detailed analysis of environmental and
restoration obligations, likely costs and the need for a provision for restoration costs.
5. Business Combination
On 1 April 2023 the Company completed the acquisition from Battery Minerals Limited
(“BAT”) of the entire equity capital of Suni Resources SA (“Suni”) a private company
incorporated in Mozambique. The acquisition has been accounted for as a business
combination, as it was considered to qualify as a standalone business under the criteria set out
in IFRS 3.
Suni owns two graphite projects with approval for development and production being the
Montepuez Project with a mining licence over an area of 3,667 hectares and the Balama
Central Project, which has a mining licence over 1,543 hectares.
Both projects have licences permitting build out, to an annual production of 100,000 tonnes
(in 2 stages of 50,000 tonnes each ) and 58,000 tonnes of flake graphite, per annum,
respectively. At the date of acquisition and to the date of this Report, both concessions are in
force majeure due to security issues in that part of the country.
Under the terms of the SPA and IP Assignment as amended, the total aggregate consideration
for the acquisition was satisfied as follows:
 The issue of 12,065,500 ordinary shares of the Company in two tranches as follows:
o 5,518,944 ordinary shares issued at Completion; and
o 6,546,556 ordinary shares issued on the eight month anniversary of
Completion;
 The payment of AUD500,000 (c.£0.27 million) in cash paid by the Company to BAT
on 25 January 2023 pursuant to the IP Assignment.
 Payment of a sum of AUD$2,375,000 (c.£1,260,150) to facilitate the payment of
Capital Gains Tax by BAT in connection with the disposal of Suni;
 Payment of AUD5,428 (£2,932) in cash.
The acquisition included shareholder debt advanced by BAT to Suni Resources S.A., certain
IP in relation to development studies and resource estimates, as well as the assets of Suni
including:
 All infrastructure and assets on the ground at the Montepuez Project including (i) a
100 person base camp facility, (ii) the developed construction site for setting up the
proposed processing facilities (iii) the well-constructed tailing dam, and (iv) a mobile
crusher unit with capacity sufficient for the first 50,000 tons.
 Long term VAT receivable balances; and
 Bank deposits pledged for the issue of guarantees in connection with the projects and
obligation of Suni to enter the production phase within a certain time period.
The purchase consideration, including the shares of the Company valued at the share price on
the acquisition date (i.e. 31 pence per share), and the evaluated fair valuations of assets and
liabilities acquired, are as in the table below. These amounts reflect certain revisions to
provisional estimates made by the Company.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
95 | Page
1
Purchase consideration:
Cash paid
1,533,081
Equity issued
3,740,305
(A)
2
Net assets of Suni:
Fair value of concessions and related property plant & equipment
9,498,602
Bank Deposits
1,809,278
VAT receivable (fair value)
858,328
Other receivables
142,420
Cash & Bank
79,086
Payables
(978,413)
(B)
Bargain purchase gain
(B-A)
The bargain purchase gain has been recognised in net income in the period.
Net cash Outflow on Suni acquisition:
Particulars
Amount GBP
Cash paid
1,533,081
Net outflow
1,453,995
6. Revenue from Contracts with Customers
The Group and the Company derive revenue from customers in the following geographical
regions:
1,042,251
606,880
3,254,725
1,042,251
606,880
3,254,725
2023
USA
Europe
Asia
Total
40,289
717,786
2,131,935
2,890,010
At a point in time
40,289
717,786
2,131,935
2,890,010

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
96 | Page
Following customers constituted more than 10% of the revenue, their respective
share of revenue is mentioned below:
2024
2023
£
£
Customer A
Customer B
791,583
471,867
Customer C
580,494
408,780
Customer D
369,405
339,710
Customer E
329,826
292,414
Revenues of approximately £3,548,930 (2023: £2,408,580) are derived from 5 customers who
each account for greater than 10% of the Group’s and Company’s total revenues.
7. Cost of Sales
Cost of sales comprises:
2023
£
Expenses included in Cost of Sales:
Mining & Processing Costs
1,512,563
Human Resource Costs
326,783
Logistics, Utilities & Plant Admin Costs
368,061
Decrease / (Increase) in Inventory of Inputs
(676,058)
1,531,349
8. Finance Income
Finance income comprises interest earned on bank deposits (classified within receivables)
which secure certain guarantees of licence obligations in Mozambique.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
97 | Page
9. Expenses
2024
2023
£
£
loss:
Depreciation on other assets
Net foreign exchange loss /(gain)
PR/IR Expenses
Professional Fees
Insurance
Director Emoluments
Management Salaries
Brokerage
R&D Exploration Expenses
Other Admin Expenses
loss as follows:
Fees payable to the Company’s auditor and their associates for the
audit of the Company and consolidated financial statements
10. Employee Information
The average monthly number of employees (including Executive Directors) was:
2024
2023
Number of employees for the year:
Wages & salaries (for the above employees)
Social security costs

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
98 | Page
Directors’ remuneration and transactions
2024
2023
£
£
Emoluments, fees and payment in lieu of pension contributions
£
£
Emoluments and fees
Payment in lieu of retirement benefits
30,000
30,000
Refer to Directors Remuneration Report for further information in respect of Directors’
remuneration.
11. Finance Cost
2024
2023
£
£
Interest Expense
12. Income Tax
2023
£
At the standard small companies rate of UK corporation tax of
19% (2023: weighted average rate of 19.5%)
Minimum tax in Madagascar
-
9,775
Expenses not deductible for tax purposes
27,425
47,812
Tax losses carried forward (deferred tax not recognised)
1,084,748
411,980
Unrealised profit eliminated on consolidation
41,499
Book profit on acquisition, not taxable
(1,165,824)
Short term timing differences
77,171
-
Analysed as:
Deferred tax (credit)/charge
77,171
-
Current tax charge
9,775
The Group has tax losses available to be carried forward and used against profits arising in
future periods of £12.1 million (2022: £6.4 million). The Company has tax losses of £5.7
million (2023: £4.8 million) to carry forward against future profits. The Directors have not
recognised a deferred tax asset on the losses to date due to the uncertainty of recovery.
Factors that may affect future tax charges:
The UK corporation tax at the standard rate for the year is 19.0% (2023: 19.0%)
On 1 April 2023, the corporation tax rate increased to 25% for companies with profits of over
£250,000. A small profits rate was introduced for companies with profits of £50,000 or less,

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
99 | Page
who will continue to pay corporation tax at 19%. Companies with profits between £50,000
and £250,000 will pay tax at the main rate reduced by a marginal relief, providing a gradual
increase in the effective corporation tax rate.
13. Earnings Per Share
Basic and diluted
Earnings per share is calculated by dividing the loss attributable to the equity holders of the
Company by the weighted average number of Ordinary shares in issue during the period.
2023
Loss attributable to equity holders of the Company (£)
(2,367,685)
Weighted average number of ordinary shares in issue
91,466,033
(2.59)
The dilutive instruments like warrants and convertible loan notes issued by the Company are
resulting in anti-dilutive effect on EPS. Hence diluted EPS is shown as equal to basic EPS
following IFRS requirements.
14. Intangible Assets
At 1 April 2022
3,571,196
Forex Change
27,869
At 1 April 2023
3,599,065
Forex Change
(30,447)
At 31 March 2024
3,568,618
At 1 April 2021
-
Charge for the year
-
At 1 April 2022
-
Charge for the year
-
At 31 March 2023
-
Net book value
£
At 1 April 2022
3,571,196
At 1 April 2023
3,599,065
At 31 March 2024
3,568,618
Intangible assets comprise allocations of purchase consideration to rights under mining
concessions and licences, including rights to explore.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
100 | Page
Intangible assets were assessed for impairment as at 31 March 2024, including consideration
of potential impairment indicators such as:
 Risk to the Group’s right to explore and/or risk of the expiry in the near future without
renewal;
 Absence of planned and budgeted further exploration or evaluation;
 Whether any decision has been taken to discontinue exploration and evaluation in an
area due to the absence of a commercial level of reserves; and
 Whether sufficient data now exists to indicate that the book value will not be fully
recovered from future development and production.
Following their assessment, the Directors concluded that no impairment charge was required
at 31 March 2024.
15. Investments
At 1 April 2022
3,901,023
Addition
20,325
At 1 April 2023
3,921,348
Addition (see Note 5)
5,437,731
Reclassification of loans
14,545,000
The Company’s investments at the reporting date in the share capital of other companies
include the following:
Subsidiaries
Registered: Lot II N 95 SB BIS E, Ambatobe , Antananarivo 103, Madagascar
Nature of business: Graphite mining extraction
%
Class of share
Holding
Ordinary shares
98*
*Balance 1% each is held by Mr. S. Poddar & Mr. H. Poddar respectively on behalf of the
Company.
Registered: Lot II N 95 SB BIS E, Ambatobe, Antananarivo 103, Madagascar
Nature of business: Graphite mining extraction
%
Class of share
Holding
Ordinary shares
95*

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
101 | Page
Maputo
Nature of business: Graphite mining extraction
%
Class of share
Holding
Ordinary shares
99.9997
Balance 0.0003% is held by Mr. S. Poddar on behalf of the Company.
16. Property, Plant and Equipment
Group
Plant and
£
£
£
£
At 1 April 2022
5,778,410
Additions
2,758,118
Reclassification
-
At 1 April 2023
8,536,528
Additions
-
Resources
Retranslations
Reclassification
753,804
At 31 March 2024
9,143,034
At 1 April 2022
883,895
expense
At 1 April 2023
1,874,020
Retranslations
expense
Impairment
798,871
At 31 March 2024
3,667,561
As at 1 April 2023
6,662,508

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
102 | Page
Impairment tests were conducted as at the balance sheet date for each cash generating
unit. The recoverability of each CGU was assessed in relation to value in use based on
discounted cash flow models and the Board’s assessment of future use of component assets.
The impairment tests were conducted using a post tax discount rate of 12% p.a., current
market graphite prices and with future production based on volumes of indicated resource and
a part of inferred resource. For the concessions in Madagascar: (i) the assessment for
Vatomina shows a substantial headroom even under significantly higher discount rate
sensitivity; and (ii) for Sahamamy, at 31 March 2024, a provision of £798,871 was recognised
for impairment of the Sahamamy asset as a result of mining operations being placed on a care
and maintenance basis as at that date, pending further evaluation of the mine development
strategy which is likely to involve different areas of the concession. Accordingly, certain
assets in respect of the development of the existing mining area were considered impaired
although value is recognised in other existing facilities. In respect of Mozambique
concessions, an NPV based model would show significantly higher value than the fair values
recognised at acquisition in April 2023, and the Directors concluded that those initial
assessments of value of the pre-development assets were not impaired as a result of any
subsequent events.
17. Trade and Other Receivables
Trade receivables
Advance for Capex
VAT Receivable
8,885
7,451
Other debtors
-
-
Prepayments
-
16,424
Amounts owed by group undertakings
Advance for acquisition - to vendor*
acquisition*
21,213,389
*Note: Amount advanced to Battery Minerals Limited in terms of agreements entered into for
payment of capital gains tax by the vendor so as to facilitate the completion of the acquisition.
The amount advanced to Suni was to secure placement of a bank guarantee.
VAT receivables include £1,698,923 in respect of recoverable Madagascar VAT and
£858,328 in respect of recoverable Mozambique VAT (the latter measured at fair value at
acquisition; face value £ 1,529,997). The full recovery of these balances may take more than
one year, but there is no track record of material disallowances.
Amount owed by Group Companies for FY 2024 is net of an impairment provision
of £2,801,426 against inter-company receivable from ER, based on an assessment of the
recoverable amount of the loan balances owed by the subsidiary concerned within a
reasonable timeframe.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
103 | Page
Trade receivables are amounts due from customers for goods sold in the ordinary course of
business. They are generally due for settlement within 30-60 days and therefore are all
classified as current. Trade receivables are recognised initially at the amount of consideration
that is unconditional. The Group holds the trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at amortised cost using the
effective interest method. All sales of the ompany are in USD.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables. To measure the expected
credit losses, trade receivables have been grouped based on the days past due.
At 31 March 2024
Current
More than 30
days
Days
days
£
£
£
£
£
Expected loss rate
0%
0%
0%
80%
0%
-
-
-
-
receivables
Loss allowance
-
-
-
-
-
At 31 March 2023
Current
More than 30
days
Days
days
£
£
£
£
£
Expected loss rate
0%
0%
0%
80%
0%
-
-
-
-
receivables
Loss allowance
-
-
-
-
-
Trade receivables are provided for when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, the
failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due. As explained in Note 22,
a related party receivable balance due from Haritmay Ventures LLP was fully provided
against in 2024. Aside from that balance, there are no significant known risks, and therefore
no provision is made as at 31 March 2024 and 31 March 2023.
18. Inventories
£
Raw materials and consumables
Finished and semi - finished goods

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
104 | Page
19. Trade and Other Payables
Current:
Company
2023
2024
£
£
Trade payables
1,084,991
Social security and other taxes
Accruals
550,9 0 4
1,684, 808
735,440
In the Directors’ opinion, the carrying amount of payables is considered a reasonable
approximation of fair value.
Non-current:
2023
2023
£
£
Lease liability
26,166
31,080
-
-
The Company has taken land on lease for the Vatomina project for 18 years hence, there is no
current maturity.
20. Provisions
No provisions were recognised as at 31 March 2024 or 2023.
21. Borrowings
The Company has issued two series of convertible loan notes, the 2019 CLNs and 2022 CLNs
both carrying coupon of 12% payable half yearly and convertible at the holders’ option at
issue price as defined in the underlying instrument, key terms thereof being as below:
Term
CLN2019
CLN2022
Coupon
12% payable half yearly
12% payable half yearly
Maturity
31 December 2024, as amended from
Conversion
At the holders’ option – see Note 28
At the holders’ option
£0.90 for year 3

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
105 | Page
See Note 26 regarding amendments agreed to the terms and maturities of the CLNs since 31
March 2024.
Maturities as at 31 March 2023 (See also Note 26)
Within one year
909,000
909,000
Between 2 and 5 years
1,862,500
1,862,500
The loan notes may be redeemed by the Company at any time up to their maturity.
The following table shows changes in borrowings. During FY23 the Company received a
conversion notice for £100,000 of 2019 CLNs which were converted into equity. The
Company raised gross proceeds of £1,862,500 under the 2022 CLN in the year ended 31
March 2023 with transaction costs incurred of £93,125.
2024
2023
Opening Balance as on 1
st
April
2,771,500
Issued during the year
-
1,862,500
-
(100,000)
Closing Balance as on 31
st
March
2,771,500
The loan notes may be redeemed by the Company at any time up to the Maturity.
FY24 consolidated borrowings also include £203,830 of short-term working capital advance
from local banks in Madagascar.
22. Share Capital
2023
2023
Number
£
Ordinary shares of 2.5p each
124,299,220
3,107,482
101,447,768
2,536,195

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
106 | Page
Table showing allotments during FY 24:
Particulars
Issue
Shares
share £
£
19
th
Apr
Consideration – 1
2023
2,018,944
0.31
625,873
19
th
Apr
Consideration – 2
2023
3,500,000
0.31
1,085,000
01
st
Dec
Interest
2023
1,285,952
0.175
225,042
18
th
Dec
Consideration – 3
2023
6,546,556
0.31
2,029,432
17
th
Jan
Issue of Shares
2024
9,500,000
0.11
1,045,000
Net proceeds of shares issues were reduced by £82,580 of issue expenses.
23. Options / Warrants over Ordinary Shares
The tables below detail of options or warrants giving the right to subscribe for new ordinary
shares of the Company which have been issued principally to directors as part of their
remuneration package and to brokers, on a success fee basis, for the fundraising activities. No
warrants or options were issued in the year ended 31 March 2024.
All warrants / options are equity-settled. The fair value of these awards has been calculated at
the date of grant of the award. The fair value of the warrants granted was calculated using a
Black-Scholes model. Changes in the assumptions can affect the fair value estimate of a
Black-Scholes model.
The following were the key assumptions used to estimate the fair value of the options issued
in previous years:
1. Expected Volatility: 20%
1. Contractual Life of the warrant: 3 years
1. Risk free interest rate: 0.38% p.a.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
107 | Page
The following options over ordinary shares are outstanding at 31 March 2024:
0.30
1,000,000
2017
2025
0.40
1,520,000
2018
2025
31 March 2019
31 March 2025
0.40
320,000
0.40
1,620,000
2019
2025
31 March 2020
31 March 2025
0.40
480,000
20 April 2021
20 April 2024
1.35
222,222
Optiva Securities Limited was eligible for issue of following share warrants during FY2023,
but these have not yet issued. The Company had not accounted for these options granted in
2023 as they had not been formally issued and the cost of such warrant is not material.
Eligibility Date
Expiry Date
Exercise Price
0.350
714,285
2022
2025
08 August 2022
08 August 2025
0.900
103,472
Total
817,757
The following table details changes in the aggregate of options outstanding:
2024
2023
Opening Balance as on 1
st
April
5,913,348
6,630,491
Expired during the year
-
(717,143)
Closing Balance as on 31
st
March
In FY23, 640,000 warrants issued to management executives and 77,143 to brokers expired.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
108 | Page
24. Financial Instruments
Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
● Capital risk management
● Market risk
● Credit risk
● Liquidity risk
● Currency risk
This note presents information about the Group’s exposure to each of the above risks, the
Group’s management of capital, and the Group’s objectives, policies and procedures for
measuring and managing risk.
The Board of Directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced
by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group’s activities.
The Group Audit Committee oversees how management monitors compliance with the
Group’s risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group.
Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders as well as sustaining the future
development of the business. In order to maintain or adjust the capital structure, the Group
may adjust dividends paid to shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
The capital structure of the Group consists of net debt, which includes loans, cash and cash
equivalents, and equity attributable to equity holders of the company, comprising issued
capital and retained earnings.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
109 | Page
Fair value of financial assets and liabilities for the Group:
value
Fair value
2023
2023
£
£
equivalents
(a)
289,338
289,338
Loans and
receivables, net of
impairment
(a)
4,755,629
4,542,402
5,044,967
4,831,740
Trade and other
payables
(a)
Borrowings
(a)
2,771,500
2,771,500
Lease Liabilities
(a)

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
110 | Page
Fair value of financial assets and liabilities for the Company
Book value
Fair value
2023
2023
£
£
Cash and cash equivalents
(a)
101,589
101,589
130,340
130,340
Loans and receivables, net of
impairment
(a)
18,181,893
18,181,893
21,213,389
21,213,389
21,343,729
21,343,729
Trade and other payables
(a)
Borrowings
(a)
Valuation, methodology and hierarchy
The carrying amounts of cash and cash equivalents, trade and other receivables, trade and
other payables, and Borrowings are all stated at book value. All have the same fair value due
to their short-term nature except VAT receivables have been discounted at 12% p.a. for 2
years.
Credit risk
Credit risk is the risk that counterparties to financial instruments do not perform their
obligations according to the terms of the contract or instrument. The Group is exposed to
counterparty credit risk when dealing with its customers and certain financing activities.
The immediate credit exposure of financial instruments is represented by those financial
instruments that have a net positive fair value by counterparty at 31 March 2024.
The Group considers its maximum exposure to be:
2024
2023
£
£
Cash and cash equivalents
185,968
289,338
Loans and receivables, net of impairment
5,380,805
4,755,629
5,566,773
5,044,967

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
111 | Page
The Company considers its maximum exposure to be:
Cash and cash equivalents
101,589
Loans and receivables, net of impairment
18,181,893
18,283,481
All cash balances are held with an investment grade bank who is our principal banker.
Although the Group has seen no direct evidence of changes to the credit risk of its
counterparties, the current focus on financial liquidity in all markets has introduced increased
financial volatility. The Group continues to monitor the changes to its counterparties’ credit
risk.
Liquidity risk
Liquidity risk is the risk the Group will encounter difficulty in meeting its obligations
associated with financial liabilities as they fall due. The Board is responsible for monitoring
and managing liquidity and ensures that the Group has sufficient liquid resources to meet
unforeseen and abnormal requirements.
Available liquid resources and cash requirements are monitored using detailed cash flow
forecasts. The Directors decision to prepare these accounts on a going concern basis is based
on assumptions which are discussed in the Note 3 above.
Where the Group becomes aware of a situation in which it would exceed its current available
liquid resources, it would apply mitigating actions potentially involving new financing,
working capital management and reduction of its cost base.
The following are the contractual maturities of financial liabilities for the Group:
Trade and other
payables
2,757,703
Borrowings
Lease Liability
Trade and other
payables
Borrowings
Lease Liability

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
112 | Page
The following are the contractual maturities of financial liabilities for the Company:
Trade and other
payables
Borrowings
3,151,888
991,184
2,160,704
Trade and other
payables
735,440
735,440
Borrowings
3,485,379
1,100,562
The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange
risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the functional currency of the relevant Group entity. The
Group’s primary currency exposure is to US Dollar, which is the currency of all intra-group
transactions as well as denomination of selling price of the products. The Group also has
some exposure to Malagasy Ariary (MGA) and Mozambican Meticals (MZN) due to its
operating subsidiaries in those countries as some costs are based in local currency. FX rates as
per Xe.com as on 31 March 2024 were as follows:
MGA to GBP: 5514.13 to 1
MZN to GBP: 80.6399 to 1
USD to GBP: 1.2623 to 1
The Group currently does not hedge currency risk. The Group’s and Company’s exposure to
foreign currency risk at the end of the reporting period is summarised below. All amounts are
presented in GBP equivalent.
2024
2023
Cash and cash equivalents
Trade & other receivables
Trade & other payables

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
113 | Page
2024
2023
Cash and cash equivalents
Trade & other receivables
Trade & other payables
2024
2023
Cash and cash equivalents
Trade & other receivables
Trade & other payables
2023
Cash and cash equivalents
Loans to subsidiaries
Trade & other receivables
Trade & other payables
Sensitivity Analysis
As shown in the table above, the Group is primarily exposed to changes in the GBP:USD &
GBP:MGA exchange rates. The table below shows the impact in GBP on pre-tax profit and
loss of a 10% increase/ decrease in the GBP to USD exchange rate, holding all other variables
constant. Also shown is the impact of a 10% increase/decrease in the GBP to MGA exchange
rate, being the other primary currency exposure.
Group
Company
£
£
GBP:USD exchange rate increases by 10%
386,693
33,315
GBP:USD exchange rate decreases by 10%
GBP:MGA exchange rate increases by 10%
319,467
-
GBP:MGA exchange rate decreases by 10%
2023
Group
Company
£
£
GBP:USD exchange rate increases by 10%
82,079
2,070,112
GBP:USD exchange rate decreases by 10%
GBP:MGA exchange rate increases by 10%
31,068
-
GBP:MGA exchange rate decreases by 10%

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
114 | Page
25. Related Party Transactions
PranaGraf Materials and Technologies Private Limited (“Pranagraf”, formerly known as
Tirupati Speciality Graphite Private Limited) is an entity incorporated in India. Pranagraf was
previously connected to the Company in that both Shishir Poddar and Hemant Poddar were
directors and shareholders of Pranagraf during the periods covered by this Report and Mr S
Poddar was formerly the Group’s CEO. Pranagraf was formerly used by Mr S Poddar as a
channel for provision of services and materials to the Group. Mr S Poddar has denied access
to the Group to its previous accounting systems and data which were controlled by Praragraf.
At 31 March 2024, the Company owed certain amounts to Pranagraf (included within
creditors) in respect of purchased capital goods and consumables and fees for services
supposedly provided by Pranagraf. The precise amounts owing as at 31 March 2024 but more
particularly in respect of subsequent periods are disputed, and/or require further investigation
as to the validity of charges invoiced, including further assessment of whether certain services
were actually performed or were provided at inflated prices. Of the amounts claimed by
Pranagraf, approximately £0.1 million was a balance (which is provided for) as at 31 March
2024. Pranagraf notes that the total of invoices and claims in respect of the year ended 31
March 2024 was approximately £0.8 million and total payments to Pranagraf in the year were
approximately £0.8 million.
Haritmay Ventures LLP (HV) is an entity incorporated in India and engaged in manufacturing
graphite processing machinery and equipment which the Group has used in its projects. The
Company was formerly connected to HV in that Shishir Poddar is a shareholder of HV. At 31
March 2024, a net amount of £287,039 (2023: £287,039) was receivable from HV. In view of
the uncertainty around recovery of that amount, the receivable balance has been fully
provided against.
Optiva Securities Limited is a United Kingdom stock brokerage firm that has provided
broking services to the Company. Optiva is connected to the Company as Mr Christian
St.John-Dennis was one of the directors of the Company for part of the year and also holds a
position with Optiva Securities Limited. For the year ended 31 March 2024, Optiva were paid
£100,430 in respect of retainers, fees for renegotiation of CLN terms and equity placing
commissions.
26. Deferred Tax Assets
2024
2023
Brought forward DTA
74,076
75,242
Forex
-
(1,196)
Carried forward DTA
-
74,076
27. Capital Commitments
There were no significant capital commitments as at 31 March 2024 or 2023.

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
115 | Page
28. Events after the Reporting Period
Since 31 March 2024 the Group has experienced a period of financial distress and a re-
structuring and re-financing including the following actions and events:
1. Suspension & resumption of production: during calendar year 2024 production from
the Group’s mines in Madagascar was intermittent due to lack of funding for operating
costs and operational issues. Production was resumed in February 2025 following the
change in leadership of the Company.
2. Suspension of Listing: the Company’s shares were suspended from trading on the
London Stock Exchange in August 2024. It is anticipated that the listing will be
restored and share trading will resume once the Company is in compliance with its
continuing obligations for disclosure, which is principally conditional on bringing up
to date the filing of financial statements, which have been delayed for reasons
explained elsewhere in this Report.
3. Board Changes: as more fully explained in the Chairman’s Statement and Directors’
Report, a shareholder group requisitioned a general meeting and successfully
petitioned for changes to the composition of the Company Board in late 2024. This
initiative was undertaken due to the high risk of financial failure of the Group and
poor governance, in the view of the shareholders. Following the Board changes, the
contract of the former CEO was terminated in February 2025 and new management
installed.
4. Accounting systems: the Group lost access to its accounting and most data systems in
early 2025 following the termination of the CEO, as he withheld administrative rights
to the systems and support from previous outsourced service provider companies in
India controlled by him. The Company has had to implement a new accounting system
in early 2025, which is now largely completed. The Company initiated legal actions to
force the handover of the administrative rights to its systems, and while the Company
has reserved its rights, any such action would likely take time to yield results, if
pursued.
5. Late filing of accounts: as a result of the financial distress of the Company in 2024 and
then the loss of access to accounting systems in early 2025, the Company has been late
in filing its financial statements for the year ended 31 March 2024 with the relevant
regulator, Companies House.
6. Equity issues: in May 2024, 5,209,090 ordinary shares of the Company with nominal
value of £0.025 each were issued to various directors and executives in lieu of salary.
In January 2025, 9,053,110 ordinary shares of the Company of nominal value of
£0.025 each were issued to certain directors in lieu of salary.
7. The Company received, on 27 May 2025, notice of application for pre litigation
mediation filed at the behest of Pranagraf Material & Technologies Pvt. Ltd seeking
resolution of payment of certain invoices and claims for services and reimbursements -
see Note 25, Related Parties. The Company has responded noting that the application
is not in accordance with the governing law and jurisdiction requirements of
the service agreement concerned.
8. Re-financing: in 2025, the Company has launched a number of restructuring and
financing measures:
1. The Company has received subscriptions for £4.5 million of new convertible
loan notes (“2025 CLNs”). The 2025 CLNs are convertible at the option of the

Tirupati Graphite plc
Group and Company Financial Statements
Annual Report and Financial Statements
period ended 31 March 2024
116 | Page
holder and by the Company, when the conversion shares can be admitted to
trading. Conversion will be at a share price of 3.75 pence per ordinary share
and can be elected once: (i) the Company has received approval from
shareholders in a general meeting for the issue of the conversion shares; (ii)
listing of the Company’s ordinary shares on the LSE is resumed and the
present suspension is lifted, which requires filing of the 31 March 2024 annual
report and audited financial statements, as well as the 30 September 2024 half
year accounts; and (iii) approval is received for the required prospectus for
issue of the new conversion shares. The 2025 CLNs carry no coupon unless the
prospectus is not approved by 31 July 2025, in which case interest of 12% per
annum from the issue date would apply, which the Company may elect to pay
in the form of additional shares. The 2025 Notes have a final maturity date of
31 December 2025 in the event that conversion has not occurred. On
conversion, noteholders will receive one warrant to subscribe for an ordinary
share in the Company at 3.75 pence per share for each conversion share
received. In the event that the Company’s share price exceeds a threshold of
11.25 pence per share for a defined period in 2025, warrant holders who elect
to exercise their warrants within a 30 day period will receive a further warrant,
on a 1 for 2 basis, to subscribe for ordinary shares at 15 pence per share.
2. The Company has received approval from the required majority of the holders
of its 2019 issue of CLNs to amend the terms to require conversion of those
Notes to ordinary shares, at a conversion price of 3.75 pence per ordinary
share, subject to similar conditions as for the conversion of the 2025
CLNs. The final maturity date of the 2019 CLNs was amended to 31
December 2025 and interest increased to 16% per annum, which the Company
may elect to pay in the form of ordinary shares.
3. The Company has received approval from the required majority of the holders
of its 2022 issue of CLNs to amend the terms to extend the final maturity date
of the 2022 CLNs to 26 July 2026 and interest increased to 16% per annum for
the period to 26 July 2025, which the Company may elect to pay in the form of
ordinary shares, and to 15% per annum (in cash) thereafter.
4. The Company reached agreement with certain creditors to settle amounts
owing according to various individual payment plans. Not all such creditors
have formal payment plans agreed with the Group, and in respect of certain
creditors payments are continuing to be made to spread settlements over an
extended period without any such formal agreement in place.