Notes to the Condensed Financial Statements

Tirupati Graphite plc (the "Company") is incorporated in England and Wales, under the Companies Act 2006 and domiciled in the United Kingdom. The registered office is Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.

The Company is a public company, limited by shares. The ordinary shares of the Company are listed under the equity companies Transition Category of the FCA listing rules and to trading on the main market of the London Stock Exchange main market, although currently suspended.

The principal activities of the Company and its subsidiaries (the "Group") graphite mining and related activities. The Company is the parent company of the Group.

These consolidated condensed financial statements are presented in pounds sterling since that is the currency of the primary economic environment in which the Group and Company operate.

2.     Significant Accounting Policies and Basis of Preparation

The condensed financial statements for the six-month period ended 30 September 2024 have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting, as adopted by UK, and the requirements of the Disclosure and Transparency Rules (DTR) of the Financial Conduct Authority (FCA) in the United Kingdom as applicable to interim financial reporting.

The condensed financial statements represent a 'condensed set of financial statements' as referred to in the DTR issued by the FCA. Accordingly, they do not include all the information required for a full annual financial report and are to be read in conjunction with the Group's financial statements for the year ended 31 March 2024, which were prepared in accordance with UK-adopted international accounting standards ("IAS") and in conformity with the requirements of the Companies Act 2006. The condensed financial statements are unaudited and do not constitute statutory accounts as defined in the Companies Act 2006. Financial information for the year ended 31 March 2024 was derived from the statutory accounts for the year ended 31 March 2024, a copy of which has been delivered to Companies House. The Independent auditor's report on these accounts was unqualified, with emphasis of matter relating to material uncertainties with regards to going concern.

The significant accounting policies adopted in the 2024 half-yearly financial report are the same as those adopted in the Group's Annual Report and Accounts as at 31 March 2024.

Going Concern

The condensed financial statements are prepared on a going concern basis of accounting, which the Board considers reasonable taking account of key factors and uncertainties described in this note. The Directors consider the going concern assessment period to be the 12 months from approval of these interim financial statements and the Board has reviewed cash flow projections to that date and for an additional three months thereafter.

Through 2024 and 2025, the Group experienced extended periods of financial distress during which production and therefore revenues were intermittent and the Group was late in settling various creditors. From January 2025, a new Board was in place and new financing has been raised, with amendments agreed to the maturity and terms of existing financing and payment plans agreed with several larger creditors.

Following the steps implemented in 2025, the remaining material uncertainties to continuing as a going concern are now considered to be the closing of the conditional share Placing undertaken in December 2025 and the conversion of the 2019 and 2025 Series 1,2 and 3 Convertible loan notes ("CLNs") to equity before their final maturity dates. These CLN instruments have a final maturity date (as amended in certain cases) of 31 March 2026.  See Note 20 regarding events since 31 March 2025 including the issue of Series 1,2, and 3 CLNs, the conditional Placing, shareholder approvals and CLN amendments completed so far, which satisfy certain of the conditions to closing of the Placing and conversion of the CLNs.  The remaining conditions to be satisfied for closing the conditional Placing and for the Company to be able to issue the conversion notices for the 2019 and 2025 Series 1,2 and 3 CLNs to ordinary shares of the Company comprise (i) the Company's ordinary shares resuming trading on the LSE, which will require the Company to be become compliant with its obligations for financial reporting,  requiring the filing of financial statements for the year ended 31 March 2025  and subsequent unaudited half year statements to 30 September 2025; and (ii) the approval by the FCA of a prospectus for the issue of the new conversion and Placing shares. To that end, a draft Prospectus has been submitted to the FCA for review, but cannot be completed until the company's financial reporting obligations are up to date.   The long stop date for satisfaction of the conditions under the Placing Agreement is currently 31 March 2026. There may also be a risk that certain investors default under their obligations under binding placing letters they entered into with the placing agent.

The Board also recognises that the amended final maturity date of the 2022 convertible loan note, of £1.92 million plus accrued interest, falls shortly after the 12 month period, on 31 March 2027, which will require redemption in cash unless noteholders have served notice to convert their holding to ordinary shares of the Company prior to that date. To the extent that conversion has not been elected by the noteholders, and redemption in cash at final maturity by the Company is required, the Directors may seek to re-finance such outstanding notes or, if only required in part, redeem out of forecast available cash resources. The Directors consider that re-financing that amount, to the extent required after conversion elections made, would be reasonable to assume, noting that the Company has raised or received financing commitments for £7.9 million in 2025.

At the date of approval of these interim financial statements, the Directors consider that it is reasonable to assume satisfactory outcomes to each of the above milestones. Were the Company unable to close the Placing and require conversion to equity of the 2019 and 2025 CLNs prior to their 31 March 2026 final maturity dates, it would be unlikely to be able to meet its cash flow needs from revenue. Therefore, if the Company was unable to raise additional finance and / or make alternative arrangements with the relevant providers of finance it would likely become insolvent.

The Company notes that even though the above assumptions are considered reasonable, there are material uncertainties as to whether the Company can achieve the milestones described above and, in particular, the Prospectus approval requirement is not within the full control of the Directors.

Overall, taking into account the comments above, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.  For these reasons, the Directors continue to adopt the going concern basis in preparing the interim financial statements.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of estimates and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. The critical estimates and judgements for these interim financial statements  are considered to be the same as for the Group's financial statements for the year ended 31 March 2024.

The comparative data for 2023 reflect the completion, on 1 April 2023, of the Company's acquisition from Battery Minerals Limited ("BAT") of the entire equity capital of Suni Resources SA ("Suni")  a private company incorporated in Mozambique. The acquisition has been accounted for as a business combination, as it was considered to qualify as a standalone business under the criteria set out in IFRS 3.

Suni owns two graphite projects with approval for development and production being the Montepuez Project with a mining licence over an area of 3,667 hectares and the Balama Central Project, which has a mining licence over 1,543 hectares.

Both projects have licences permitting build out, to an annual production of 100,000 tonnes (in 2 stages of 50,000 tonnes each ) and 58,000 tonnes of flake graphite, per annum, respectively (with certain additional permits still to be obtained in the case of Balama). At the date of acquisition and since, both concessions have been in force majeure due to security issues in that part of the country.

Under the terms of the SPA and IP Assignment as amended, the total aggregate consideration for the acquisition was satisfied as follows:

●     The issue of 12,065,500 ordinary shares of the Company in two tranches as follows:

o  5,518,944 ordinary shares issued at Completion; and

o  6,546,556 ordinary shares issued on the eight month anniversary of Completion;

●     The payment of AUD500,000 (c.£0.27 million) in cash paid by the Company to BAT on 25 January 2023 pursuant to the IP Assignment.

●     Payment of a sum of AUD$2,375,000 (c.£1,260,150) to facilitate the payment of Capital Gains Tax by BAT in connection with the disposal of Suni;

●     Payment of AUD5,428 (£2,932) in cash.

The acquisition included shareholder debt advanced by BAT to Suni Resources S.A., certain IP in relation to development studies and resource estimates, as well as the assets of Suni including:

●     All infrastructure and assets on the ground at the Montepuez Project including (i) a 100 person base camp facility, (ii) the developed construction site for setting up the proposed processing facilities (iii) the well-constructed tailing dam, and (iv) a mobile crusher unit with capacity sufficient for the first 50,000 tons.

●     Long term VAT receivable balances; and

●     Bank  deposits pledged for the issue of guarantees in connection with the projects and obligation of Suni to enter the production phase within a certain time period.

The purchase consideration, including the shares of the Company valued at the share price on the acquisition date (i.e. 31 pence per share), and the evaluated fair valuations of assets and liabilities acquired, are as in the table below. The finally assessed fair valuations and bargain purchase gain were adjusted from the provisional figures presented in the Group's September 2023 half year financial statements; hence the comparative data for 2023 have been adjusted to conform to the amongst recognised in the full year financial statements to 31 March 2024.

The bargain purchase gain has been recognised in net income in the period of acquisition.

Net cash outflow on Suni acquisition:

The Group and the Company derive revenue from external customers from the transfer of goods at a point in time in the following major geographical regions:

The following customers constituted more than 10% of the revenue, their respective share of revenue is mentioned below:

Basic and diluted

(Loss) / earnings per share is calculated by dividing the loss attributable to the equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period.

The dilutive instruments including warrants and CLNs issued by the company are resulting in anti-dilutive effect on EPS. Hence diluted EPS is shown as equal to basic EPS following IFRS requirements.

Intangible assets comprise allocations of purchase consideration to rights under mining concessions and licences, including rights to explore, principally the Sahamamy concession.  Following their assessment, the Directors concluded that no impairment charge was required as at 30 September 2024.

See Note 20 regarding the restatement of 31 March 2024 PP&E balances.

Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement within 30-60 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. All sales of the company are in USD.

Trade receivables are provided for when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 120 days past due.

VAT receivables include £1.2 million in respect of recoverable Madagascar VAT and £0.9 million in respect of recoverable Mozambique VAT (the latter measured at fair value at acquisition; face value £1.5 million). The timing of recovery of these balances is uncertain, but there is no track record of material disallowances and therefore the Directors consider that no further provision is required as at 31 March 2025.

The bank deposits included within receivables are restricted cash held as security for bank guarantees issued in Mozambique against licence work obligations. The bank deposits are available at short notice to the Group but not included as available cash equivalents because in practice they are being used as security, so do not represent liquidity available to the Group..

Current:

Non-current:

There were no significant capital commitments as at 30 September 2024 or 2023.

During the six months to 30 September 2024, the Company issued £50,000 of convertible loan notes ("2024 CLN") with maturity dates in the period 1 February 2027 to 1 April 2027. The 2024 CLN is convertible to Ordinary Shares in the Company at the option of the noteholders at a share price of 3.75 pence per share. Interest is payable at 12% per annum, half yearly. The Company may elect to pay any interest or principal amount due in Ordinary Shares at a 10% discount to the recent trading price.

The Company also issued a Note bearing interest at 17% pa in June 2024 in satisfaction for cancelling advances for prepaid graphite deliveries received from a customer in the year.

As at 30 September 2024, the Company had in issue two other series of convertible loan notes: 2019 CLNs and 2022 CLNs, then both carrying a coupon of 12% payable half yearly and convertible at the holders' option at the conversion price. Key terms thereof as at 30 September 2024 were as below. However, see also Note 20 regarding subsequent amendments  to the terms specified below.

The convertible loan notes can also be redeemed by the Company, at any time up to the maturity date.

As at 30 September 2024, the Company had in issue 129,508,310 ordinary shares with par value 2.5 pence each (2023: 124,299,220).  In the six months ended 30 September 2024, the Company issued 5,209,090 ordinary shares in lieu of remuneration to certain directors and managers at an issue price of 11 pence per share.

The Company granted a right in August 2024 to 40,000 warrants to a broker, with an exercise price of 0.0375 pence per share and an expiry date of August 2027. The Company had not accounted for those 40,000 warrants in 2024 as they have not yet been issued and the cost of such warrants is not material.

PranaGraf Materials and Technologies Private Limited ("Pranagraf", formerly known as Tirupati Speciality Graphite Private Limited) is an entity incorporated in India. Pranagraf was previously connected to the Company in that both Shishir Poddar and Hemant Poddar were directors and shareholders of Pranagraf during the periods covered by this Report, Shishir Poddar was formerly the Company's CEO and director and Hemant Poddar is also a former non executive director of the Company. Ms. P Poddar is also understood to be a director of Pranagraf and is a former Director of the Company. Pranagraf was formerly used by Mr. S Poddar as a channel for provision of services and procurement, including accountancy and IT services, and materials to the Group. Mr S Poddar and Pranagraf have, since January 2025, denied access to the Group to its previous accounting systems and data which were administered by Mr. Poddar and Pranagraf, following the termination of Mr. S Poddar's employment with the Company.

Pranagraf linked the systems access to outstanding payments which the Company disputes and are also subject to verification due to conflicts of interest involving the former common directors. Pranagraf has denied all allegations and claimed that the Company owes it US$662,090 for services rendered, goods supplied, and business expenses. The Company has counter-claimed that (i) Pranagraf owes monies in respect of unpaid graphite sales; and (ii) a significant component of the services purportedly provided during 2024 were not, in fact, provided by Pranagraf.  The parties have exchanged legal notices and replies, and the dispute remains ongoing, with potential proceedings under consideration. 

At 30 September 2024, the Company has made provision for certain claims by Pranagraf representing an estimate of those amounts it expects could ultimately be payable. The precise net amounts owing as at 30 September 2024 are disputed, and/or require further investigation as to the validity of charges invoiced, including further assessment of whether certain services were actually performed or may have been provided at inflated prices.

During the six months ended 30 September 2024, sales to PranaGraf by the Company were £0.4 million and the Group also purchased various equipment and spares worth approximately £0.1 million  from PranaGraf.

Haritmay Ventures LLP ("Haritmay") is an entity incorporated in India which was engaged in manufacturing graphite processing machinery and equipment, some of which the Group used in its projects. The Company was formerly connected to Haritmay in that former CEO and significant shareholder Shishir Poddar is a controlling shareholder of Haritmay and Ms P Poddar is also a shareholder. As at 30 September 2024, a net amount of £287,039 (2023: £287,039) was receivable from Haritmay. In view of the uncertainty around recovery of that amount, the receivable balance has been fully provided against. In January 2025, the Company issued a legal notice to Haritmay  for the repayment of the £287,039. Haritmay has formally denied liability, asserting that the balance represents advances for machinery ordered by the Group between December 2022 and February 2023 which was partially manufactured and that production was halted at Tirupati's instruction owing to financial constraints. No contract or purchase order has been provided to support these claims. Haritmay claims to maintain possession of the unfinished machinery and reports ongoing storage costs. The Group has no requirement for any machinery which Haritmay purports was ordered and partly manufactured.

1.    Conversion price amended to 2.5 pence per Ordinary Share;

2.    Final Maturity Date amended to 31 March 2026;

3.    Conversion at the option of the noteholder or the Company. Issue of a conversion notice by the Company is subject to the conversion shares being able to be admitted to trading and approval of a Prospectus on the same basis as described above for the 2025 CLN. Holders of the 2019 CLN have agreed to the issue of conversion shares by way of an exchange of the CLN for redeemable shares of TGF Limited which in turn will be exchanged for ordinary shares in the Company;

4.    Interest amended to 16% per annum with backdated effect from 1 July 2024. Interest is to be rolled up in the principal amount due at conversion or redemption. At the election of the Company, that interest may be paid in Ordinary Shares at conversion or redemption, calculated at 3.75 pence per Ordinary Share to 30 June 20225 and 2.5 pence thereafter.

The terms of the 2022 issue of £1,862,500 convertible loan notes have been amended as follows:

5.    Conversion price amended to 3.75  pence per ordinary share;

6.    Final Maturity Date amended to 31 March 2027;

7.    Interest amended to 16% per annum with backdated effect from July 2024 to 26 July 2025 and to 15% per annum from 27 July 2025 onwards. Interest is to be rolled up in the principal amount due at conversion or redemption. At the election of the Company, interest to 26 July 2025 may be paid in Ordinary Shares at conversion or redemption, calculated at 3.75 pence per Ordinary Share.

e.    2025 Series 3 Convertible Loan Note issue ("2025 Series 3 CLN"): the Company completed the issue of £0.74 million of 2025 Series 3 CLN in December 2025.  The principal terms of the Series 3 2025 CLN are as follows: 

1.    Final maturity 31 March 2026;

2.    Conversion price 1.5p per ordinary share;

3.    Interest at 10% per month payable in ordinary shares at conversion;

4.    For each conversion share issued, the noteholder will also receive 1 warrant to subscribe for an ordinary share at 3.75 pence;

5.    Conversion at the option of the noteholder and at the election of the Company subject to the same conditions as for the 2025 Series 1 CLN noted above, with the same arrangement for conversion involving TGF Limited having been agreed.

f.     Share Sub-division: at a General Meeting in January 2026 shareholders approved a resolution to reduce the nominal value of the ordinary shares of the Company by way of a sub division of the issued share capital such that each ordinary share is sub-divided into one new ordinary share of 1.0 pence par value and one deferred share of 1.5 pence par value.  The deferred shares have no significant rights attached to them and carry no right to vote or participate in a distribution of surplus assets and will not be admitted to listing or trading.

g.    Share Placing ("Placing"): the Company received commitments in December 2026 for £2.4 million by way of a conditional placing of new ordinary shares issued at 1.5 pence per share. The Placing is conditional on: the Sub-division and authorising resolution for the share issue being approved by shareholders, which approval were obtained at the aforementioned General Meeting in January 2026; on the amendments to the 2019 and 2025 Series 1 and 2 CLNs described above  having been approved by the requisite majority of noteholders, which has also been satisfied, and on the Placing shares being able to be admitted to trading which requires satisfaction of the same conditions as for the prospectus and re-listing as noted for conversion of the  2025 Series 1 and 2 CLNs described above.

h.    Warrants: the Company has obligations to issue 9.582 million warrants to brokers under fee arrangements for the financing transactions completed after the 31 March 2025 year end, all exercisable at 3.75 pence per share and with a three year duration. Out of that total, 5.464 warrants are due to Optiva Securities Limited. Rights to additional broker warrants exercisable at 1.5 pence per share will be triggered by the completion of the Placing referred to above.

i.      Director loans: £0.05 million of loans from directors have been exchanged for additional 2022 CLNs.

j.      Site restoration provision: the Group recognised site restoration provisions in respect of the Madagascar licences of £0.2 million in the second half of 2025.

k.     Potential legal proceedings: the Company has received correspondence in late 2025 seeking to recover sums totalling £0.9 million plus interest in respect of alleged monies due in respect of unpaid directors' fees and remuneration from S Poddar and P Poddar. The Company has not accepted those claims, and has  responded accordingly. The Company also has counter claims.  The Company has provided in the accounts for a best estimate of an amount which may ultimately be settled in respect of such claims.

20.       Prior Period Restatement

The comparative amounts as at 31 March 2024 in respect of Group (but not Company) PP&E and Receivables have been restated to reclassify an adjustment for the fair valuation of balances acquired with Suni Resources which related to receivables. The restatement as at 31 March 2024 has no impact on the prior period results or on total assets or net equity at 31 March 2024.