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1 General information
Total Graphite Plc (the \u201cCompany\u201d), formerly known as Tirupti Graphite Plc until the name was changed on 24 April 2026. The Company is
incorporated in England and Wales under the Companies Act 2006 and is domiciled in England and Wales. The registered office address is
Eastcastle House 27/28, Eastcastle Street, London, W1W 8DH, The Group's operations are based at the Vatomina mine at Savalaina in
Madagascar, the Sahamamy mine in Madagascar, and the Montepuez Project and Balama Central Project in Mozambique.
The Company is a public company, limited by shares. The ordinary shares of the Company are admitted to the Equity Shares (Transition)
Category of the Official List, under the UK Listing Rules and to trading on the main market of the London Stock Exchange (\u201cLSE\u201d). The
principal activity of the Company are as a holding and management company providing marketing, trading of graphite and related products
and support services for its subsidiaries (together, the \u201cGroup\u201d). The principal activity of the subsidiaries is that of the operation and
development of graphite mines in Madagascar and Mozambique.
The Consolidated Financial Statements are presented in pounds sterling (rounded to the nearest \u00a31,000, for convenience), which is
considered the currency of the primary economic environment in which the Company operates. The Group\u2019s income is denominated in US
Dollars, however as the activities are predominantly at the development stage and the pound sterling is the main currency of the Group\u2019s
financing, the functional currency this is deemed to be the functional currency.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-287": { "value": "Total Graphite Plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-289": { "value": "Total Graphite Plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-292": { "value": "Total Graphite Plc", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-291": { "value": "Tirupti Graphite Plc", "dimensions": { "concept": "ifrs-full:ExplanationOfChangeInNameOfReportingEntityOrOtherMeansOfIdentificationFromEndOfPrecedingReportingPeriod", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-283": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-285": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-284": { "value": "Eastcastle House 27/28, Eastcastle Street, London, W1W 8DH,", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-279": { "value": "Eastcastle House 27/28, Eastcastle Street, London, W1W 8DH", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-286": { "value": "public company, limited by shares", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-214": { "value": "
2 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. 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-256": { "value": "2 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. 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.", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-212": { "value": "
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 report. However the Directors acknowledge that the circumstances as detailed below indicates a
material uncertainty that may cast significant doubt on the Company\u2019s and Group\u2019s ability to continue as a going concern.. The Directors
have prepared cash flow projections for the period to 31 October 2027 which show that the Company and the Group can continue to meet
their ongoing liabilities as they fall due. The Group\u2019s 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 at 31 March 2026, their
cash flows and liquidity positions are disclosed in the financial statements. As at 31 March 2026, the Group had available cash of \u00a30.28
million. As at 24 July 2026 the Group had an available cash balance of \u00a31m.
The Group reported a loss after tax for the year ended 31 March 2026 of \u00a35.9m (2025: \u00a35.9m). The expected evolution of the business and
significant post year end events are described in this Annual Report including within the Strategic Report. In addition, the Annual Report
discloses the Group\u2019s 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.
Through the last few years, the Group experienced extended periods of financial distress during which production and therefore revenues
were intermittent and the Group continued to be late in settling various liabilities to creditors. During the year new financing was raised, with
amendments agreed to the maturity and terms of existing financing and payment plans agreed with a number of creditors, which stabilised
the Company and Group. The Company\u2019s strategy and plans as set out in this Annual Report will require additional funds to be raised. The
Company is in advanced discussions with a number of potential counterparties in order to raise the necessary funds to progress its plans.
However there remains a risk that the Company may not be able to raise the required funds in the time required.
The Board also recognises that the amended final maturity date of the 2022 Convertible Loan Notes, of \u00a31.92 million plus accrued interest,
falls due 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 a strong track record in raising funds.
Should the Company not be able to raise the required funding and/or make alternative arrangements with the relevant providers of finance it
would likely become insolvent. Overall, taking into account all relevant factors, 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfUncertaintiesOfEntitysAbilityToContinueAsGoingConcern", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-217": { "value": "
3 Adoption of new and revised standards
The Group and Company have adopted all recognition, measurement, and disclosure requirements of UK-adopted International Accounting
Standards, including any new and revised Standards and Interpretations of IFRS, in effect for annual periods commencing on or after 1 April
2025.
The following UK-adopted International Accounting Standards or IFRIC interpretations were effective for the first time for the financial year
beginning 1 April 2025. Their adoption has not had a material impact on the disclosures or on the amounts reported in this financial
information:
Lack of Exchangeability - Amendments to IAS 21.
The following amendments are effective for the annual reporting period beginning 1 April 2026:
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7
Financial Instruments: Disclosures); and Contracts Referencing Nature - dependent Electricity (Amendments to IFRS 9 and IFRS 7).
The following standards and amendments are effective for the annual reporting period beginning 1 April 2027:
IFRS 18 Presentation and Disclosure in Financial Statements; and
IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The Group is currently assessing the effect of these new accounting standards and amendments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-290": { "value": "4 Accounting policies 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 de-consolidated 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 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. At 31 March 2026, the Group consists of Total Graphite Plc the parent, and its wholly owned subsidiaries, Tirupati Madagascar Ventures Sarl, Establissements Rostaing Sarl, Suni Resources S.A, Suni Balama Central S.A, and TGF Limited which was incorporated during the year in March 2026. In the Company financial statements, investments in subsidiaries are accounted for at cost less impairment. All financial statements are made up to 31 March. 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 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, being 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 activities in the UK merely support these activities and are not seen as a separate reporting segment. Therefore results, assets and liabilities of the operating segment are the same as presented in the Group\u2019s 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. The Group provides customers with a right of return under standard commercial terms. Where a contract contains a right of return, the consideration received or receivable is variable. Revenue is recognised only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. A refund liability is recognised for the consideration received or receivable that the Group expects to refund to its customers. The liability is measured at the gross transaction price of the goods expected to be returned, calculated using either the expected value method or the most likely amount method based on historical data. At the end of each reporting period, the Group updates its assessment of expected returns and adjusts the refund liability accordingly, with a corresponding adjustment to revenue. Refund liabilities are presented within current liabilities in the Statement of Financial Position and are not netted against trade receivables. A right-of-return asset is recognised for the Group's right to recover products from customers upon settling the refund liability. The asset is initially measured by reference to the former carrying amount of the product (typically inventory cost) less any expected costs to recover the products, including any potential decreases in the value of the returned products. Following the year end, the Company established a speciality graphite trading business as noted in the Chairman's Statement and an appropriate accounting policy will be developed going forwards. Foreign currencies For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are recorded using that functional currency. The Group\u2019s consolidated financial statements are presented in Pounds sterling, which is also the Company\u2019s functional currency, which is considered the currency of the primary economic environment in which the Company operates, since sterling is the main currency of the Group\u2019s financing and the Group\u2019s assets are predominantly at the development stage, notwithstanding that the Company\u2019s revenues are mainly in US dollars. The functional currency of the subsidiaries in Madagascar and 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 the Foreign Currency Translation Reserve. 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 the Foreign Currency Translation Reserve. 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 generally represents intangible exploration asset or mine development costs, depending on the stage of activity, and including the value of rights under the applicable licence concession. Where a concession is held on a renewable basis, is is initially recorded as an intangible asset and will be transferred to mining properties on commencement of commercial production, at which point it will be amortised on the same basis as mining properties for that site. 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 substantially reaches the development stage, the costs are reclassified to mine development asset and subsequently assessed for impairment along with PP&E, as above. The decision to move the asset from the exploration to the development stage will be made by management based on feasability studies, a review of the available resources and the commercial viability of the project to move to production subject to obtaining the necessary licences. 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. Exploration and evaluation costs The Group 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. 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 (nil for 2026 and 2025). 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:
Asset description
Asset class
Depreciation rate
Processing and power equipment
Mine development assets
10% per annum
IT equipment
Plant and machinery
20-25% per annum
Furniture and fittings
Plant and machinery
10-20% per annum
Vehicles and spares
Plant and machinery
10-30% per annum
Buildings
Mine development assets
2-5% 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 development 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 and depreciated once the facility is being utilised. The assets capitalised relate to projects in Mozambique relating to graphite production facilities that are not currently being utilised and will be transferred to the appropriate asset class, once production commences. An item of PP&E is de-recognised 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 the income statement. Impairment of non-current assets 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 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. 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. 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, supplies and spare parts. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Taxation The tax expense represents the sum of the tax currently payable and deferred 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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income. 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. No tax provision is required in respect of the only items of other comprehensive income which arise only on consolidation and are not taxable and/or represent differences between book and tax bases covered by available tax losses. Financial Instruments Initial recognition and measurement The Group applies IFRS 9 \u201cFinancial Instruments\u201d and has elected to apply the simplified approach method. The classification of financial assets depends on the nature of the assets and the purpose for which the assets were acquired. Financial assets are measured upon initial 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 receivables The principal financial assets are loans, trade receivables, which arise principally through the provision of goods and services to customers, other receivables such as tax balances and 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. Restricted cash comprises bank deposits 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 are not included as available cash and cash equivalents because in practice they are being used as security, so do not represent available liquidity. Investments Investment in subsidiaries are included at cost less impairment. Financial assets - impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with its instruments carried at amortised cost and fair value through profit and loss. 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 cost, 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 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\u2019s 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 re-measured 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 (\u201cCLNs\u201d) 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 has not been assessed as a separate derivative component in exchange of a lesser coupon as it has not been considered to be material to the financial statements. 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. Share capital and reserves 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. Retained losses represents accumulated comprehensive income for the year and prior years excluding currency translation. Foreign currency translation 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 the reserve for the equity component of warrants issued as per IFRS 2 share-based payments. Merger reserve represents the merger of a subsidiary on a share exchange basis, acquiring greater than 90% of the entire issued share capital of the target company. Restoration provision The Group takes note of the regulations set out by the government requirements and the environmental conditions within the mining permits in the countries in which it operates in respect of site restoration and rehabilitating end-of-life production sites. Some work, such as construction of anti-erosion infrastructures, dam cleaning, soil restoration and some reforestation of areas, is undertaken on an ongoing basis. Provision for future mine restoration and related costs in Madagascar of \u00a30.2 million (2025: \u00a30.2 million) has been recognised in 2026 based on initial estimates of the existing obligations for remediation of tailings facilities, re-planting at the mine sites and similar, the timing of which will depend on future life of mine plans. The new Board expects to undertake a more extensive review and quantification of potential restoration obligations in respect of its Madagascar and Mozambique mine sites. Accounting judgements and key sources of estimation uncertainty 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 considered 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 revenue and expenses during the reporting period. Key estimates include the useful economic lives of PP&E; 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, and the portion of those totals represented by current period production. 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. This was considered conservative in view of the low production levels in 31 March 2026. 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 and of the fair value. These valuations 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 standards, internally and using external experts. Future graphite prices are management estimates and depend on global produced quantities and 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 such as fuel prices, 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 for the future and models of future cash generating potential as described under Estimates in impairment models above. 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 UK-adopted IAS 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. 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\u2019s intention to proceed with future work programmes, the likelihood of licence, concession and permit 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. There was no impairment identified in 2026 or 2025. Resources Estimates of reserves and resources under JORC 2012 standards requires the exercise of technical judgements, including ore volumes, recovery factors, plant efficiency, all of which may affect estimates of future cash flows. Details in relation to the latest JORC reserves are given in the business review section of the report. Receivables The recoverability of receivables, including VAT recoverable and intragroup receivables, in both the Company and Group these are 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\u2019s experience is that while delay in payment is common, disallowances are ultimately not material and accordingly no impairment of the receivables has been recognised. The non UK VAT in the Group amounted to \u00a31.02 million (2025: \u00a31.8 million). In relation to intragroup balances as disclosed in note 14 of \u00a34.669 million (2025: \u00a33.104 million) due to the Parent Company, these are assessed for recovery under IFRS9. Based on a review of recoverability the expected credit loss (ECL) was assessed at \u00a32.8 million in 2024, based on a reassement of the recoverability no additional provision was required in 2025 or 2026. Provision for restoration costs The Group takes note of the regulations set out by the government requirements and the environmental conditions within the mining permits in the countries in which it operates in respect of site restoration and rehabilitating end-of-life production sites. Some work, such as construction of anti-erosion infrastructures, dam cleaning, soil restoration and some reforestation of areas, is undertaken on an ongoing basis. Provision for future mine restoration and related costs in Madagascar of \u00a3201,000 (2025: \u00a3201,0000) has been recognised at 31 March 2026 based on initial estimates of the existing obligations for remediation of tailings facilities, re-planting at the mine sites and similar, the timing of which will depend on future life of mine plans. The new Board expects to undertake a more extensive review and quantification of potential restoration obligations in respect of its Madagascar and Mozambique mine sites. Estimation of credit losses and inpairment of investments Management make judgements in relation to the future recoverability of receivables, In relation to the parent Company there are substantial loans outstanding and investments made into the subsidiaries as detailed in note 14. The management has used the guidance as noted in IFRS9 to make judgements in relation to the future risk of default, the ability of the Company to achieve its production targets and achieve a sufficient level of profits to repay the loans, inherent in this model are a number of judgements. The management estimated that no additional provision was required in the current year to that already provided A provision of \u00a32.8 milliion has been carried forward from earlier years.. (2025 \u00a32.8 million). Classification of amounts due from group undertakings from the Company's subsidiary Tirupati Madagascar Ventures Sarl (\"TMV\") which operates the Vatomina mine The receivable from the Company's subsidiary TMV is included within current assets at 31 March 2026, on the basis that it is repayable on demand and as at that date, was expected to be recovered within 12 months. Post year end events including the decision to pause Vatomina's production, which was taken in June 2026, indicate that the receivable will not be fully recovered within 12 months of the year end, which may potentially impact the future classification of the balance.", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-215": { "value": "
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 de-consolidated 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 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.
At 31 March 2026, the Group consists of Total Graphite Plc the parent, and its wholly owned subsidiaries, Tirupati Madagascar Ventures
Sarl, Establissements Rostaing Sarl, Suni Resources S.A, Suni Balama Central S.A, and TGF Limited which was incorporated during the
year in March 2026.
In the Company financial statements, investments in subsidiaries are accounted for at cost less impairment. All financial statements are made
up to 31 March. 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 on consolidation.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-216": { "value": "
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, being 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 activities in the UK merely support these activities and are
not seen as a separate reporting segment. Therefore results, assets and liabilities of the operating segment are the same as presented in the
Group\u2019s primary statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-218": { "value": "
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.
The Group provides customers with a right of return under standard commercial terms. Where a contract contains a right of return, the
consideration received or receivable is variable. Revenue is recognised only to the extent that it is highly probable that a significant reversal
in the amount of cumulative revenue recognised will not occur. A refund liability is recognised for the consideration received or receivable
that the Group expects to refund to its customers. The liability is measured at the gross transaction price of the goods expected to be returned,
calculated using either the expected value method or the most likely amount method based on historical data. At the end of each reporting
period, the Group updates its assessment of expected returns and adjusts the refund liability accordingly, with a corresponding adjustment to
revenue. Refund liabilities are presented within current liabilities in the Statement of Financial Position and are not netted against trade
receivables. A right-of-return asset is recognised for the Group's right to recover products from customers upon settling the refund liability.
The asset is initially measured by reference to the former carrying amount of the product (typically inventory cost) less any expected costs to
recover the products, including any potential decreases in the value of the returned products.
Following the year end, the Company established a speciality graphite trading business as noted in the Chairman's Statement and an
appropriate accounting policy will be developed going forwards.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-257": { "value": "Foreign currencies For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are recorded using that functional currency. The Group\u2019s consolidated financial statements are presented in Pounds sterling, which is also the Company\u2019s functional currency, which is considered the currency of the primary economic environment in which the Company operates, since sterling is the main currency of the Group\u2019s financing and the Group\u2019s assets are predominantly at the development stage, notwithstanding that the Company\u2019s revenues are mainly in US dollars. The functional currency of the subsidiaries in Madagascar and 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 the Foreign Currency Translation Reserve. 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 the Foreign Currency Translation Reserve. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-219": { "value": "
For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are recorded
using that functional currency. The Group\u2019s consolidated financial statements are presented in Pounds sterling, which is also the Company\u2019s
functional currency, which is considered the currency of the primary economic environment in which the Company operates, since sterling is
the main currency of the Group\u2019s financing and the Group\u2019s assets are predominantly at the development stage, notwithstanding that the
Company\u2019s revenues are mainly in US dollars. The functional currency of the subsidiaries in Madagascar and Mozambique are the respective
local currencies.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-220": { "value": "
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 generally represents intangible exploration asset or mine development costs, depending on the stage of activity, and
including the value of rights under the applicable licence concession.
Where a concession is held on a renewable basis, is is initially recorded as an intangible asset and will be transferred to mining properties on
commencement of commercial production, at which point it will be amortised on the same basis as mining properties for that site.
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
substantially reaches the development stage, the costs are reclassified to mine development asset and subsequently assessed for impairment
along with PP&E, as above. The decision to move the asset from the exploration to the development stage will be made by management
based on feasability studies, a review of the available resources and the commercial viability of the project to move to production subject to
obtaining the necessary licences.
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-223": { "value": "
Exploration and evaluation costs
The Group 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExplorationAndEvaluationExpenditures", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-258": { "value": "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 (nil for 2026 and 2025). 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:
Asset description
Asset class
Depreciation rate
Processing and power equipment
Mine development assets
10% per annum
IT equipment
Plant and machinery
20-25% per annum
Furniture and fittings
Plant and machinery
10-20% per annum
Vehicles and spares
Plant and machinery
10-30% per annum
Buildings
Mine development assets
2-5% 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 development 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 and depreciated once the facility is being utilised. The assets capitalised relate to projects in Mozambique relating to graphite production facilities that are not currently being utilised and will be transferred to the appropriate asset class, once production commences. An item of PP&E is de-recognised 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 the income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-221": { "value": "Cost includes borrowing costs capitalised for major assets under construction (nil for 2026 and 2025). ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-222": { "value": "
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:
Asset description
Asset class
Depreciation rate
Processing and power equipment
Mine development assets
10% per annum
IT equipment
Plant and machinery
20-25% per annum
Furniture and fittings
Plant and machinery
10-20% per annum
Vehicles and spares
Plant and machinery
10-30% per annum
Buildings
Mine development assets
2-5% 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
development 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 and depreciated once the facility is being utilised.
The assets capitalised relate to projects in Mozambique relating to graphite production facilities that are not currently being utilised and will
be transferred to the appropriate asset class, once production commences.
An item of PP&E is de-recognised 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 the income statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-259": { "value": "
Impairment of non-current assets
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 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.
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-260": { "value": "
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, supplies and spare parts.
Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling
and distribution.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-224": { "value": "
Taxation
The tax expense represents the sum of the tax currently payable and deferred 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.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the
reporting date in the countries where the Group operates and generates taxable income.
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.
No tax provision is required in respect of the only items of other comprehensive income which arise only on consolidation and are not
taxable and/or represent differences between book and tax bases covered by available tax losses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-261": { "value": "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. No tax provision is required in respect of the only items of other comprehensive income which arise only on consolidation and are not taxable and/or represent differences between book and tax bases covered by available tax losses. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-280": { "value": "Financial Instruments Initial recognition and measurement The Group applies IFRS 9 \u201cFinancial Instruments\u201d and has elected to apply the simplified approach method. The classification of financial assets depends on the nature of the assets and the purpose for which the assets were acquired. Financial assets are measured upon initial 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 receivables The principal financial assets are loans, trade receivables, which arise principally through the provision of goods and services to customers, other receivables such as tax balances and 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. Restricted cash comprises bank deposits 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 are not included as available cash and cash equivalents because in practice they are being used as security, so do not represent available liquidity. Investments Investment in subsidiaries are included at cost less impairment. Financial assets - impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with its instruments carried at amortised cost and fair value through profit and loss. 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 cost, 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 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\u2019s 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 re-measured 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 (\u201cCLNs\u201d) 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 has not been assessed as a separate derivative component in exchange of a lesser coupon as it has not been considered to be material to the financial statements. 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-262": { "value": "Initial recognition and measurement The Group applies IFRS 9 \u201cFinancial Instruments\u201d and has elected to apply the simplified approach method. The classification of financial assets depends on the nature of the assets and the purpose for which the assets were acquired. Financial assets are measured upon initial 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 receivables The principal financial assets are loans, trade receivables, which arise principally through the provision of goods and services to customers, other receivables such as tax balances and 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. Restricted cash comprises bank deposits 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 are not included as available cash and cash equivalents because in practice they are being used as security, so do not represent available liquidity. Investments Investment in subsidiaries are included at cost less impairment. Financial assets - impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with its instruments carried at amortised cost and fair value through profit and loss. 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-225": { "value": "
Loans and receivables
The principal financial assets are loans, trade receivables, which arise principally through the provision of goods and services to customers,
other receivables such as tax balances and 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-226": { "value": "
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. Restricted cash comprises bank deposits 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 are not included as available cash and cash
equivalents because in practice they are being used as security, so do not represent available liquidity.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-227": { "value": "
Investments
Investment in subsidiaries are included at cost less impairment.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-228": { "value": "
Financial assets - impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with its instruments carried at amortised cost and fair
value through profit and loss. 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-229": { "value": "
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.
Share capital and reserves 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. Retained losses represents accumulated comprehensive income for the year and prior years excluding currency translation. Foreign currency translation 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 the reserve for the equity component of warrants issued as per IFRS 2 share-based payments. Merger reserve represents the merger of a subsidiary on a share exchange basis, acquiring greater than 90% of the entire issued share capital of the target company", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-263": { "value": "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 cost, 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 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\u2019s 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 re-measured 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 (\u201cCLNs\u201d) 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 has not been assessed as a separate derivative component in exchange of a lesser coupon as it has not been considered to be material to the financial statements. 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. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-230": { "value": "
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-231": { "value": "
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
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\u2019s 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 re-measured 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-232": { "value": "
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 (\u201cCLNs\u201d) 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 has not been assessed as a separate derivative component in exchange of a lesser coupon as it has not been
considered to be material to the financial statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-233": { "value": "
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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-234": { "value": "
Restoration provision
The Group takes note of the regulations set out by the government requirements and the environmental conditions within the mining permits
in the countries in which it operates in respect of site restoration and rehabilitating end-of-life production sites. Some work, such as
construction of anti-erosion infrastructures, dam cleaning, soil restoration and some reforestation of areas, is undertaken on an ongoing basis.
Provision for future mine restoration and related costs in Madagascar of \u00a30.2 million (2025: \u00a30.2 million) has been recognised in 2026 based
on initial estimates of the existing obligations for remediation of tailings facilities, re-planting at the mine sites and similar, the timing of
which will depend on future life of mine plans.
The new Board expects to undertake a more extensive review and quantification of potential restoration obligations in respect of its
Madagascar and Mozambique mine sites.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-235": { "value": "
Accounting judgements and key sources of estimation uncertainty
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 considered 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 revenue and expenses during the reporting period. Key estimates include the useful economic lives of PP&E; 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, and the portion of
those totals represented by current period production. 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. This was considered conservative in view of the low production levels in 31 March 2026.
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 and of the
fair value. These valuations 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 standards, internally and using external
experts. Future graphite prices are management estimates and depend on global produced quantities and 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 such as fuel prices, 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 for the future and models of future cash generating potential as described under
Estimates in impairment models above.
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 UK-adopted IAS 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.
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\u2019s intention to proceed with future work programmes, the likelihood of licence, concession
and permit 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. There was no impairment identified in 2026 or 2025.
Resources
Estimates of reserves and resources under JORC 2012 standards requires the exercise of technical judgements, including ore volumes,
recovery factors, plant efficiency, all of which may affect estimates of future cash flows. Details in relation to the latest JORC reserves are
given in the business review section of the report.
Receivables
The recoverability of receivables, including VAT recoverable and intragroup receivables, in both the Company and Group these are 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\u2019s experience is that while delay in payment is common, disallowances are
ultimately not material and accordingly no impairment of the receivables has been recognised. The non UK VAT in the Group amounted to
\u00a31.02 million (2025: \u00a31.8 million).
In relation to intragroup balances as disclosed in note 14 of \u00a34.669 million (2025: \u00a33.104 million) due to the Parent Company, these are
assessed for recovery under IFRS9. Based on a review of recoverability the expected credit loss (ECL) was assessed at \u00a32.8 million in 2024,
based on a reassement of the recoverability no additional provision was required in 2025 or 2026.
Provision for restoration costs
The Group takes note of the regulations set out by the government requirements and the environmental conditions within the mining permits
in the countries in which it operates in respect of site restoration and rehabilitating end-of-life production sites. Some work, such as
construction of anti-erosion infrastructures, dam cleaning, soil restoration and some reforestation of areas, is undertaken on an ongoing basis.
Provision for future mine restoration and related costs in Madagascar of \u00a3201,000 (2025: \u00a3201,0000) has been recognised at 31 March 2026
based on initial estimates of the existing obligations for remediation of tailings facilities, re-planting at the mine sites and similar, the timing
of which will depend on future life of mine plans. The new Board expects to undertake a more extensive review and quantification of
potential restoration obligations in respect of its Madagascar and Mozambique mine sites.
Estimation of credit losses and inpairment of investments
Management make judgements in relation to the future recoverability of receivables, In relation to the parent Company there are substantial
loans outstanding and investments made into the subsidiaries as detailed in note 14. The management has used the guidance as noted in
IFRS9 to make judgements in relation to the future risk of default, the ability of the Company to achieve its production targets and achieve a
sufficient level of profits to repay the loans, inherent in this model are a number of judgements. The management estimated that no additional
provision was required in the current year to that already provided
A provision of \u00a32.8 milliion has been carried forward from earlier years.. (2025 \u00a32.8 million).
Classification of amounts due from group undertakings from the Company's subsidiary Tirupati Madagascar Ventures Sarl
(\"TMV\") which operates the Vatomina mine
The receivable from the Company's subsidiary TMV is included within current assets at 31 March 2026, on the basis that it is repayable on
demand and as at that date, was expected to be recovered within 12 months. Post year end events including the decision to pause Vatomina's
production, which was taken in June 2026, indicate that the receivable will not be fully recovered within 12 months of the year end, which
may potentially impact the future classification of the balance.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-236": { "value": "
5 Revenue
The Group and the Company derive revenue from customers in the following geographical
regions:
2026
2025
\u00a3000
\u00a3000
USA
29
135
Europe
426
31
Asia
1,201
1,370
Africa
9
39
1,665
1,575
Three customers constituted more than 10% of the revenue, their respective share of revenue is
as follows:
2026
2025
\u00a3000
\u00a3000
Customer A
548
439
Customer B
363
288
Customer C
232
252
1,143
979
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-237": { "value": "
6 Cost of sales
Cost of sales comprises:
2026
2025
\u00a3000
\u00a3000
Mining & Processing Costs
1,050
693
Human Resource Costs
323
331
Logistics, Utilities & Plant Admin Costs
797
554
(Increase) / decrease in inventory
(63)
700
2,107
2,278
", "dimensions": { "concept": "ifrs-full:DisclosureOfCostOfSalesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-238": { "value": "
7 Administrative expenses
Administrative expenses comprises:
2026
2025
\u00a3000
\u00a3000
Depreciation on other assets
100
95
Net foreign exchange loss
48
55
Professional fees and service providers
1,035
448
Insurance
99
68
Director emoluments
402
694
Management salaries
966
691
Brokerage
-
83
Bank charges
65
70
Travel expenses
77
14
Guest house & camp
37
43
Security expenses
80
70
Rents & land expenses
52
96
Office expenses
351
185
Provisions*
-
499
Other admin expenses
186
256
3,498
3,367
*Provisions principally represent amounts provided against unresolved claims received from certain suppliers and provisions against certain
receivables not yet collected. There was no movement in provisions in the year (see contingent liabilities note 26 for further details).
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-264": { "value": "7 Administrative expenses
Administrative expenses comprises:
2026
2025
\u00a3000
\u00a3000
Depreciation on other assets
100
95
Net foreign exchange loss
48
55
Professional fees and service providers
1,035
448
Insurance
99
68
Director emoluments
402
694
Management salaries
966
691
Brokerage
-
83
Bank charges
65
70
Travel expenses
77
14
Guest house & camp
37
43
Security expenses
80
70
Rents & land expenses
52
96
Office expenses
351
185
Provisions*
-
499
Other admin expenses
186
256
3,498
3,367
*Provisions principally represent amounts provided against unresolved claims received from certain suppliers and provisions against certain receivables not yet collected. There was no movement in provisions in the year (see contingent liabilities note 26 for further details). 8 Auditors' remuneration
Fees payable to the Company\u2019s auditor and their associates for the audit of the Company and
2026
2025
consolidated financial statements:
\u00a3000
\u00a3000
Current years audit
145
145
Prior year's audit
140
62
Fees payable to local auditors for statutory audits of subsidiaries
6
3
291
210
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-239": { "value": "
9 Staff number and costs
Group
The aggregate remuneration comprised:
2026
2025
\u00a3000
\u00a3000
Directors' emoluments (including payments in lieu of pensions)
402
694
Employee wages and salaries (including management salaries)
1,242
1,610
Employer social tax and national insurance
33
19
Contributions to UK defined contribution pension schemes
7
2
1,684
2,325
2026
2025
The average number of employees (including Directors) was:
281
343
Remuneration of the highest paid director:
2026
2025
\u00a3000
\u00a3000
Emoluments and fees
124
266
Payment in lieu of retirement benefits
8
25
132
291
Further details in relation to Directors remuneration and wages and salaries is given in the Remuneration Report.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-265": { "value": "9 Staff number and costs
Group
The aggregate remuneration comprised:
2026
2025
\u00a3000
\u00a3000
Directors' emoluments (including payments in lieu of pensions)
402
694
Employee wages and salaries (including management salaries)
1,242
1,610
Employer social tax and national insurance
33
19
Contributions to UK defined contribution pension schemes
7
2
1,684
2,325
2026
2025
The average number of employees (including Directors) was:
281
343
Remuneration of the highest paid director:
2026
2025
\u00a3000
\u00a3000
Emoluments and fees
124
266
Payment in lieu of retirement benefits
8
25
132
291
Further details in relation to Directors remuneration and wages and salaries is given in the Remuneration Report.", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-240": { "value": "
10 Finance income and costs
2026 2025
\u00a3 000 \u00a3 000
Finance income
Interest income
66
150
Finance costs
Interest expense
(887)
(664)
Net finance costs
(821)
(514)
Finance income includes interest earned on bank deposits which secure guarantees of licence obligations in Mozambique.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-266": { "value": "10 Finance income and costs
2026 2025
\u00a3 000 \u00a3 000
Finance income
Interest income
66
150
Finance costs
Interest expense
(887)
(664)
Net finance costs
(821)
(514)
Finance income includes interest earned on bank deposits which secure guarantees of licence obligations in Mozambique.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-267": { "value": "11 Income tax
Tax charged in the income statement
2026 2025
\u00a3 000 \u00a3 000
Current taxation
Income tax
20
71
The tax on loss before tax for the year is higher than the standard rate of tax in United Kingdom of 25% (2025 - higher than the standard rate of tax in United Kingdom of 19% at the small companies rate). The differences are reconciled below:
2026 2025
\u00a3 000 \u00a3 000
Loss before tax
(5,921)
(5,813)
Corporation tax at standard rate - 25% (2025: smaller companies rate -19%)
(1,480)
(1,104)
Effect of expenses not deductible in determining taxable profit
47
104
Tax losses carried forward (deferred tax not recognised)
1,330
1,779
Unrealised gains eliminated on consolidation
-
(770)
Increase from effect of foreign tax rates
103
-
Fixed tax liability arising in subsidiaries
20
62
Total tax charge
20
71
Deferred tax Unutilised taxation losses arising in the Group of \u00a321.8 million (2025: \u00a321.1 million). Unutilised tax losses arising in the UK amount to \u00a310.8 million (2025: \u00a38 million).
Unrecognised deferred taxation assets
2026
2025
\u00a3000
\u00a3000
Taxation losses - Group
4,937
7,655
Taxation losses - Parent
2,723
1,500
The unrecognised taxable losses have been carried forward as the Directors are uncertain if there will be sufficient taxable profits in the foreseeable future to offset the losses incurred.", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-241": { "value": "
Deferred tax
Unutilised taxation losses arising in the Group of \u00a321.8 million (2025: \u00a321.1 million). Unutilised tax losses arising in the UK amount to
\u00a310.8 million (2025: \u00a38 million).
Unrecognised deferred taxation assets
2026
2025
\u00a3000
\u00a3000
Taxation losses - Group
4,937
7,655
Taxation losses - Parent
2,723
1,500
The unrecognised taxable losses have been carried forward as the Directors are uncertain if there will be sufficient taxable profits in the
foreseeable future to offset the losses incurred.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-242": { "value": "
12 Intangible assets
Group
Sahamamy
licence
concession Total
\u00a3 000 \u00a3 000
Cost or valuation
At 1 April 2024
3,569
3,569
Currency translation
(293)
(293)
At 31 March 2025
3,276
3,276
At 1 April 2025
3,276
3,276
Currency translation
293
293
At 31 March 2026
3,569
3,569
Amortisation
At 1 April 2024
-
-
At 31 March 2025
-
-
At 1 April 2025
-
-
At 31 March 2026
-
-
Carrying amount
At 31 March 2026
3,569
3,569
At 31 March 2025
3,276
3,276
At 31 March 2024
3,569
3,569
Intangible assets comprise allocations of purchase consideration to rights under mining concessions and licences, including rights to explore.
The licence relates to the Sahamamy project located in Madagascar, further information in relation to the licence is given in the Business
Review.
Currently Sahamamy is not operational and the Company is actively considering ways to accelerate development and restart production. The
carrying value of these intangible assets together with the relevant property, plant and equipment of \u00a33.5m (2025: \u00a33.8m) which together
comprise the Sahamamy project, were assessed for impairment as at 31 March 2026 through a consideration of the FVLCD of these assets.
The key assumptions used include a long term estimated graphite price of $900 per tonne, a discount factor of 15% (based on a combination
of the risk free rate, country risk premium and the stage of the project) and forecast cost structure (based on experience at both Sahamamy
and Vatomina). The cash flow projections used to consider the FVLCD cover a period of 12 years, which is considered appropriate as mining
projects are long term, capital intensive projects.
The fair values for Sahamamy is estimated based on indicated and inferred resources.
As part of the assessment a range of sensitivities were considered including a 10% reduction in forecast sales price, a 10% reduction in
forecast production volumes, a 10% increase in forecast costs, and a 10% increase in the discount factor none of which indicated an
impairment.
The estimated breakeven (i.e. no impairment indicated) graphite sales price assumption the impairment test based on internal conservative
models for Sahamamy $785 per tonne. This model do not take into account, potential upsides from potential plant expansions, increased
mine life from existing resources and/or exploration potential, efficient gains, cost saving initiatives (including the potential use of renewable
energy sources such as hydropower and solar) or the expected demand driven increases in graphite prices from the global energy transition.
The estimated breakeven (i.e. no impairment indicated) discount factor assumption the impairment test based on internal conservative models
for is Sahamamy 27%.
Following their assessment, on the basis that the Company considers the Sahamamy project to have significant potential, has three licences to
grow the footprint under application, is actively seeking ways to accelerate development and the estimated value is above the carrying value,
the Directors concluded that no impairment charge was required for the year ended 31 March 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-268": { "value": "12 Intangible assets
Group
Sahamamy
licence
concession Total
\u00a3 000 \u00a3 000
Cost or valuation
At 1 April 2024
3,569
3,569
Currency translation
(293)
(293)
At 31 March 2025
3,276
3,276
At 1 April 2025
3,276
3,276
Currency translation
293
293
At 31 March 2026
3,569
3,569
Amortisation
At 1 April 2024
-
-
At 31 March 2025
-
-
At 1 April 2025
-
-
At 31 March 2026
-
-
Carrying amount
At 31 March 2026
3,569
3,569
At 31 March 2025
3,276
3,276
At 31 March 2024
3,569
3,569
Intangible assets comprise allocations of purchase consideration to rights under mining concessions and licences, including rights to explore. The licence relates to the Sahamamy project located in Madagascar, further information in relation to the licence is given in the Business Review. Currently Sahamamy is not operational and the Company is actively considering ways to accelerate development and restart production. The carrying value of these intangible assets together with the relevant property, plant and equipment of \u00a33.5m (2025: \u00a33.8m) which together comprise the Sahamamy project, were assessed for impairment as at 31 March 2026 through a consideration of the FVLCD of these assets. The key assumptions used include a long term estimated graphite price of $900 per tonne, a discount factor of 15% (based on a combination of the risk free rate, country risk premium and the stage of the project) and forecast cost structure (based on experience at both Sahamamy and Vatomina). The cash flow projections used to consider the FVLCD cover a period of 12 years, which is considered appropriate as mining projects are long term, capital intensive projects. The fair values for Sahamamy is estimated based on indicated and inferred resources. As part of the assessment a range of sensitivities were considered including a 10% reduction in forecast sales price, a 10% reduction in forecast production volumes, a 10% increase in forecast costs, and a 10% increase in the discount factor none of which indicated an impairment. The estimated breakeven (i.e. no impairment indicated) graphite sales price assumption the impairment test based on internal conservative models for Sahamamy $785 per tonne. This model do not take into account, potential upsides from potential plant expansions, increased mine life from existing resources and/or exploration potential, efficient gains, cost saving initiatives (including the potential use of renewable energy sources such as hydropower and solar) or the expected demand driven increases in graphite prices from the global energy transition. The estimated breakeven (i.e. no impairment indicated) discount factor assumption the impairment test based on internal conservative models for is Sahamamy 27%. Following their assessment, on the basis that the Company considers the Sahamamy project to have significant potential, has three licences to grow the footprint under application, is actively seeking ways to accelerate development and the estimated value is above the carrying value, the Directors concluded that no impairment charge was required for the year ended 31 March 2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-281": { "value": "12 Intangible assets
Group
Sahamamy
licence
concession Total
\u00a3 000 \u00a3 000
Cost or valuation
At 1 April 2024
3,569
3,569
Currency translation
(293)
(293)
At 31 March 2025
3,276
3,276
At 1 April 2025
3,276
3,276
Currency translation
293
293
At 31 March 2026
3,569
3,569
Amortisation
At 1 April 2024
-
-
At 31 March 2025
-
-
At 1 April 2025
-
-
At 31 March 2026
-
-
Carrying amount
At 31 March 2026
3,569
3,569
At 31 March 2025
3,276
3,276
At 31 March 2024
3,569
3,569
Intangible assets comprise allocations of purchase consideration to rights under mining concessions and licences, including rights to explore. The licence relates to the Sahamamy project located in Madagascar, further information in relation to the licence is given in the Business Review. Currently Sahamamy is not operational and the Company is actively considering ways to accelerate development and restart production. The carrying value of these intangible assets together with the relevant property, plant and equipment of \u00a33.5m (2025: \u00a33.8m) which together comprise the Sahamamy project, were assessed for impairment as at 31 March 2026 through a consideration of the FVLCD of these assets. The key assumptions used include a long term estimated graphite price of $900 per tonne, a discount factor of 15% (based on a combination of the risk free rate, country risk premium and the stage of the project) and forecast cost structure (based on experience at both Sahamamy and Vatomina). The cash flow projections used to consider the FVLCD cover a period of 12 years, which is considered appropriate as mining projects are long term, capital intensive projects. The fair values for Sahamamy is estimated based on indicated and inferred resources. As part of the assessment a range of sensitivities were considered including a 10% reduction in forecast sales price, a 10% reduction in forecast production volumes, a 10% increase in forecast costs, and a 10% increase in the discount factor none of which indicated an impairment. The estimated breakeven (i.e. no impairment indicated) graphite sales price assumption the impairment test based on internal conservative models for Sahamamy $785 per tonne. This model do not take into account, potential upsides from potential plant expansions, increased mine life from existing resources and/or exploration potential, efficient gains, cost saving initiatives (including the potential use of renewable energy sources such as hydropower and solar) or the expected demand driven increases in graphite prices from the global energy transition. The estimated breakeven (i.e. no impairment indicated) discount factor assumption the impairment test based on internal conservative models for is Sahamamy 27%. Following their assessment, on the basis that the Company considers the Sahamamy project to have significant potential, has three licences to grow the footprint under application, is actively seeking ways to accelerate development and the estimated value is above the carrying value, the Directors concluded that no impairment charge was required for the year ended 31 March 2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-288": { "value": "12 Intangible assets
Group
Sahamamy
licence
concession Total
\u00a3 000 \u00a3 000
Cost or valuation
At 1 April 2024
3,569
3,569
Currency translation
(293)
(293)
At 31 March 2025
3,276
3,276
At 1 April 2025
3,276
3,276
Currency translation
293
293
At 31 March 2026
3,569
3,569
Amortisation
At 1 April 2024
-
-
At 31 March 2025
-
-
At 1 April 2025
-
-
At 31 March 2026
-
-
Carrying amount
At 31 March 2026
3,569
3,569
At 31 March 2025
3,276
3,276
At 31 March 2024
3,569
3,569
Intangible assets comprise allocations of purchase consideration to rights under mining concessions and licences, including rights to explore. The licence relates to the Sahamamy project located in Madagascar, further information in relation to the licence is given in the Business Review. Currently Sahamamy is not operational and the Company is actively considering ways to accelerate development and restart production. The carrying value of these intangible assets together with the relevant property, plant and equipment of \u00a33.5m (2025: \u00a33.8m) which together comprise the Sahamamy project, were assessed for impairment as at 31 March 2026 through a consideration of the FVLCD of these assets. The key assumptions used include a long term estimated graphite price of $900 per tonne, a discount factor of 15% (based on a combination of the risk free rate, country risk premium and the stage of the project) and forecast cost structure (based on experience at both Sahamamy and Vatomina). The cash flow projections used to consider the FVLCD cover a period of 12 years, which is considered appropriate as mining projects are long term, capital intensive projects. The fair values for Sahamamy is estimated based on indicated and inferred resources. As part of the assessment a range of sensitivities were considered including a 10% reduction in forecast sales price, a 10% reduction in forecast production volumes, a 10% increase in forecast costs, and a 10% increase in the discount factor none of which indicated an impairment. The estimated breakeven (i.e. no impairment indicated) graphite sales price assumption the impairment test based on internal conservative models for Sahamamy $785 per tonne. This model do not take into account, potential upsides from potential plant expansions, increased mine life from existing resources and/or exploration potential, efficient gains, cost saving initiatives (including the potential use of renewable energy sources such as hydropower and solar) or the expected demand driven increases in graphite prices from the global energy transition. The estimated breakeven (i.e. no impairment indicated) discount factor assumption the impairment test based on internal conservative models for is Sahamamy 27%. Following their assessment, on the basis that the Company considers the Sahamamy project to have significant potential, has three licences to grow the footprint under application, is actively seeking ways to accelerate development and the estimated value is above the carrying value, the Directors concluded that no impairment charge was required for the year ended 31 March 2026.", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-269": { "value": "
13 Property, plant and equipment
Group
Mine Assets not
development Plant and utilised in
assets machinery production Total
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cost or valuation
At 1 April 2024
6,489
9,143
8,692
24,324
Additions
64
41
-
105
Disposals
-
(487)
-
(487)
Currency translation
(242)
(464)
71
(635)
At 31 March 2025
6,311
8,233
8,763
23,307
At 1 April 2025
6,311
8,233
8,763
23,307
Additions
95
72
46
213
Disposals
-
(23)
-
(23)
Currency translation
99
126
197
422
At 31 March 2026
6,505
8,408
9,006
23,919
Depreciation
At 1 April 2024
758
3,668
-
4,426
Charge for year
300
960
-
1,260
Eliminated on disposal
-
(332)
-
(332)
Currency translation
(202)
(712)
-
(914)
At 31 March 2025
856
3,584
-
4,440
At 1 April 2025
856
3,584
-
4,440
Charge for the year
308
956
-
1,264
Currency translation
66
341
-
407
At 31 March 2026
1,230
4,881
-
6,111
Carrying amount
At 31 March 2026
5,275
3,527
9,006
17,808
At 31 March 2025
5,455
4,649
8,763
18,867
At 31 March 2024
5,731
5,475
8,692
19,898
Mine development assets include a Right of Use Asset with a carrying value of \u00a394,000 (2025: \u00a354,000) including accumulated depreciation
of \u00a321,000 (2025: \u00a313,000) at 31 March 2026.
At each balance sheet date the Directors are required to consider whether the property, plant and equipment, comprising, mining
development assets, plant and machinery and assets not utilised in production have suffered any impairment. Assets not utilised in production
principally relate to the Montepuez project in Mozambique. The Company is actively considering ways to accelerate development of each
project. These carrying values of property plant and equipment were assessed for impairment as at 31 March 2026 through a consideration of
the fair value less costs to sell of the relevant assets. The key assumptions used include a long term estimated graphite price of $900 per
tonne, a discount factor (based on a combination of the risk free rate, country risk premium and the stage of the project, of 12% for Vatomina
and, 15% for Montepuez and Balama Central) and forecast cost structures (based on experience at Vatomina for Montepuez and Balama
Central based on feasibility studies). The cash flow projections used to consider the fair value less costs to sell cover a period of 12 years for
Vatomina, and 25 years for Montepuez, which are considered appropriate as mining projects are long term, capital intensive projects.
The fair values for Vatomina and Sahamamy are estimated based on indicated and inferrered resources, whilst Montepuez is based on
measured and indicated resources and Balama Central is based in indicated resources only
As part of the assessment a range of sensitivities were considered including a 10% reduction in forecast sales price, a 10% reduction in
forecast production volumes, a 10% increase in forecast costs, and a 10% increase in the discount factor none of which indicated an
impairment.
The estimated breakeven (i.e. no impairment indicated) graphite sales price assumption the impairment test based on internal conservative
models for Vatomina is $695 per tonne, Montepuez (phase 1 only of a potential 3 phases) $800 per tonne and for Balama Central $700 per
tonne. These models do not take into account, potential upsides from potential plant expansions, increased mine life from existing resources
and/or exploration potential, efficient gains, cost saving initiatives (including the potential use of renewable energy sources such as
hydropower and solar) or the expected demand driven increases in graphite prices from the global energy transition.
The estimated breakeven (i.e. no impairment indicated) discount factor assumption the impairment test based on internal conservative models
for Vatomina is 36%, Montepuez (phase 1 only of a potential 3 phases) 20% and for Balama Central 27%.
Following the assessment, on the basis that the Company considers each project to have significant potential, that the Company is actively
seeking ways to accelerate development of each asset and that the estimated values are above the relevant carrying values, the Directors
concluded that no impairment charges were required for the year ended 31 March 2026.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-243": { "value": "
14 Investments
Summary of the Company investments
Company
Registered location
Business activity
Class of share
Shareholding %
Tirupati Madagascar Ventures Sarl
Lot II N 95 SB BIS E,
Graphite mining
Ordinary shares
98% Note (a)
Ambatobe, Antananarivo
103, Madagascar
Establissements Rostaing Sarl
Lot II N 95 SB BIS E,
Graphite mining
Ordinary shares
95% Note (b)
Ambatobe, Antananarivo
103, Madagascar
Suni Resources, S.A.
Av. Julius Nyrere, n.\u00ba
Graphite mining
Ordinary shares
99.99% Note (c)
4000,
Edif\u00edcio Solar das
Ac\u00e1cias, n.\u00ba 5 e 6, Cidade
de Maputo, Mozambique
Suni Balama Central, S.A.
Av. Julius Nyrere, n.\u00ba
Graphite mining
Ordinary shares
99.98% Note (d)
4000,
Edif\u00edcio Solar das
Ac\u00e1cias, n.\u00ba 5 e 6, Cidade
de Maputo, Mozambique
TGF Limited
PO Box 451, Market
Building, Fountain Street,
St Peter Port, Guernsey,
GY1 3GX.
Dormant Ordinary shares 100% Note (e)
a) Balance 1% each is held by Mr. S. Poddar & Mr. H. Poddar respectively on behalf of the Company.
b) Balance 5% is held by Mr. S. Poddar on behalf of the Company.
c) Balance 0.0003% is held by Mr. S. Poddar on behalf of the Company.
d) Balance 0.022% is held by Mr. S. Poddar and Ms P. Poddar on behalf of the Company.
e) The Company was incorporated on 20 May 2025.
Investments and amounts due from subsidiaries
Shares in group Loans due from
undertakings group Total
undertakings
Cost
\u00a3'000
\u00a3'000
\u00a3'000
1 April 2024
9,359
17,346
26,705
Addition
-
971
971
31 March 2025
9,359
18,317
27,676
Addition
-
278
278
Currency retranslation
-
(588)
(588)
31 March 2026
9,359
18,007
27,366
Impairment provision
1 April 2024 and 1 April 2025
-
2,801
2,801
Impairment provision
-
-
-
31 March 2025 and 31 March 2026
-
2,801
2,801
31 March 2026
9,359
15,206
24,565
31 March 2025
9,359
15,516
24,875
31 March 2024
9,359
14,545
23,904
The investments together with the loans represent the investments into the subsidiaries and in the opinion of the Directors the aggregate value
of the investments in the subsidiaries is not less than the amount shown in these financial statements. The Directors review the intercompany
borrowings on a regular basis, together with the associated cash flow forecasts of each company, and assess under the expected credit loss
(ECL) model as required by IFRS 9.
The Company has applied IFRS 9 in the current period and estimates that there is charge to the ECL calculated of \u00a3Nil (2025: \u00a3Nil) on the
receivables from the subsidiaries. The total ECL as at 31 March 2026 is \u00a32,801,000 (2025: \u00a32,801,000).
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-270": { "value": "14 Investments
Summary of the Company investments
Company
Registered location
Business activity
Class of share
Shareholding %
Tirupati Madagascar Ventures Sarl
Lot II N 95 SB BIS E,
Graphite mining
Ordinary shares
98% Note (a)
Ambatobe, Antananarivo
103, Madagascar
Establissements Rostaing Sarl
Lot II N 95 SB BIS E,
Graphite mining
Ordinary shares
95% Note (b)
Ambatobe, Antananarivo
103, Madagascar
Suni Resources, S.A.
Av. Julius Nyrere, n.\u00ba
Graphite mining
Ordinary shares
99.99% Note (c)
4000,
Edif\u00edcio Solar das
Ac\u00e1cias, n.\u00ba 5 e 6, Cidade
de Maputo, Mozambique
Suni Balama Central, S.A.
Av. Julius Nyrere, n.\u00ba
Graphite mining
Ordinary shares
99.98% Note (d)
4000,
Edif\u00edcio Solar das
Ac\u00e1cias, n.\u00ba 5 e 6, Cidade
de Maputo, Mozambique
TGF Limited
PO Box 451, Market
Building, Fountain Street,
St Peter Port, Guernsey,
GY1 3GX.
Dormant Ordinary shares 100% Note (e) a) Balance 1% each is held by Mr. S. Poddar & Mr. H. Poddar respectively on behalf of the Company. b) Balance 5% is held by Mr. S. Poddar on behalf of the Company. c) Balance 0.0003% is held by Mr. S. Poddar on behalf of the Company. d) Balance 0.022% is held by Mr. S. Poddar and Ms P. Poddar on behalf of the Company. e) The Company was incorporated on 20 May 2025.
Investments and amounts due from subsidiaries
Shares in group Loans due from
undertakings group Total
undertakings
Cost
\u00a3'000
\u00a3'000
\u00a3'000
1 April 2024
9,359
17,346
26,705
Addition
-
971
971
31 March 2025
9,359
18,317
27,676
Addition
-
278
278
Currency retranslation
-
(588)
(588)
31 March 2026
9,359
18,007
27,366
Impairment provision
1 April 2024 and 1 April 2025
-
2,801
2,801
Impairment provision
-
-
-
31 March 2025 and 31 March 2026
-
2,801
2,801
31 March 2026
9,359
15,206
24,565
31 March 2025
9,359
15,516
24,875
31 March 2024
9,359
14,545
23,904
The investments together with the loans represent the investments into the subsidiaries and in the opinion of the Directors the aggregate value of the investments in the subsidiaries is not less than the amount shown in these financial statements. The Directors review the intercompany borrowings on a regular basis, together with the associated cash flow forecasts of each company, and assess under the expected credit loss (ECL) model as required by IFRS 9. The Company has applied IFRS 9 in the current period and estimates that there is charge to the ECL calculated of \u00a3Nil (2025: \u00a3Nil) on the receivables from the subsidiaries. The total ECL as at 31 March 2026 is \u00a32,801,000 (2025: \u00a32,801,000).", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-244": { "value": "
15 Inventories
Group Group Company Company
2026 2025 2026 2025
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Raw materials and consumables
399
392
-
-
Finished and semi finished goods
167
111
-
-
566
503
-
-
No provisions have been made against the cost of inventories (2025: \u00a3nil).
The movement in inventories recognised as a credit in the income statement \u00a363,000 (2025: expense \u00a3700,000) see note 6.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInventoriesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-271": { "value": "
16 Trade and other receivables
Group
Group
Company
Company
2026
2025
2026
2025
Non-current
\u00a3000
\u00a3000 \u00a3000 \u00a3000
Deposits
19
42
- -
19
42
- -
Current
Group Group Company Company
2026 2025 2026 2025
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Trade receivables
185
89
56
12
Amounts due from group undertakings
-
-
4,669
3,104
Other receivables
3,594
2,242
2,255
62
3,779
2,331
6,980
3,178
Other receivables includes:
(a) VAT receivables of \u00a30.6 million (2025: \u00a31.2 million) in respect of Madagascar VAT which is considered to be fully recoverable, due to
the track record of VAT recovery.
(b) VAT receivables of \u00a30.67 million (2025: \u00a30.85 million) in respect of Mozambique VAT, which represents a gross amount of \u00a31.3m
(2025: \u00a31.5m) net of provisions against uncertainty of timing and recovery. The Directors consider that no further provision is required as at
31 March 2026.
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. They are generally due for settlement
within 15-45 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 US Dollars.
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.
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 18, a related party receivable balance due from Haritmay
Ventures LLP of \u00a3287,000 was fully provided against in 2024. See Note 18 regarding disputed balances with Pranagraf, formerly a related
company, in respect of both payable and receivable balances, which includes a receivable balance of \u00a388,000 fully provided against in the
prior year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-272": { "value": "
17 Trade and other payables
Current
Group Group Company Company
2026 2025 2026 2025
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Trade payables
1,949
1,753
1,085
956
Accrued expenses
1,775
1,478
1,389
1,186
Other taxes payable
205
186
-
31
Advance payments from customers
-
204
-
204
3,929
3,621
2,474
2,377
Group
Group
Company
Company
2026
2025
2026
2025
Non-current
\u00a3000
\u00a3000
\u00a3000
\u00a3000
Lease liability
74
37
- -
74
37
- -
The lease liabilty relates to leases over land in relation to the Vatomina project for 18 years hence.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-245": { "value": "
18 Related party transactions
Remuneration of key management personnel
The total amount remaining unpaid with respect to remuneration of key management personnel amounted to \u00a3682,756 in the current year
(2025: \u00a3349,598). Further information about the remuneration of the individual Directors is set out in the audited section of the report on
directors\u2019 remuneration on pages 37-39.
In addition to the Directors other key management personnel are Arun Somani appointed as CEO in October 2025, Thomas Hill who was
appointed as Group CFO on the 1 April 2026 and subsequently as a Finance Director on 3 June 2026, and Andrew Wright who was
appointed as a non-executive Director on 3 June 2026.
Related party transactions
a)
The transactions between the Parent Company and the subsidiaries comprised the following:
\u2022 Purchases of graphite \u00a31,162,000 (2025: \u00a31,100,000).
\u2022 Procurement of goods recharged to subsidiaries \u00a332,000 (2025: \u00a3500,000).
\u2022 Funding provided to subsidiaries \u00a3245,000 (2025: \u00a3318,000).
The balances due from the subsidiaries are disclosed in notes 14 and 16.
b)
During the year the following transactions were carried out with company in which Mr Christian St. John Dennis is a Director.
Optiva Securities Limited (\u201cOptiva\u201d) is a United Kingdom stock brokerage firm that has provided broking services to the Company. For the
year ended 31 March 2026 Optiva charged \u00a3317,000 (2025: \u00a393.205) in respect of retainers, commissions and advisory fees. Optiva also
holds certain interests in Ordinary shares and convertible loan notes of the Company, as disclosed in the Directors\u2019 Report.
c)
Certain directors have holdings or an interest in ordinary shares and convertible loan notes of the Company, as disclosed in the Directors\u2019
Report, in addition certain current and former directors have provided loans to the Company as disclosed in note 19.
d)
PranaGraf Materials and Technologies Private Limited (\u201cPranagraf\u201d) 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, Shishir Poddar was
formerly the Company\u2019s CEO and director and Hemant Poddar was 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\u2019s employment with the Company. they withheld access, and continue to do
so. Due to the inability to access the prior period records the Company reconstructed its accounting records.
See Note 26 regarding claims from PranaGraf.
There were no purchases or sales between the Group and Pranagraf during the current year (2025: purchase invoices and
claims of \u00a30.5m; sales of \u00a30.4million).
Haritmay Ventures LLP (\u201cHaritmay\u201d) 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 31 March 2026
and 31 March 2025, a net amount of \u00a3287,039 was receivable from Haritmay. In view of the uncertainty around recovery of that amount, the
receivable balance was fully provided against in the year ended 31 March 2024. In January 2025, the Company issued a legal notice to
Haritmay for the repayment of the \u00a3287,039. 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 the Company\u2019s 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.
e)
Advance Graphite Materials Private Limited (\u201cAGM\u201d) is an Indian company involved in graphite trading and processing. AGM is
majority-owned and controlled by Mr. Hemant Poddar, a former non-executive director and a significant shareholder of the Company.
During the year ended 31 March 2026 AGM purchased \u00a3nil of flake graphite from the Group (2025: \u00a362,500) on an arm\u2019s length term.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-273": { "value": "18 Related party transactions Remuneration of key management personnel The total amount remaining unpaid with respect to remuneration of key management personnel amounted to \u00a3682,756 in the current year (2025: \u00a3349,598). Further information about the remuneration of the individual Directors is set out in the audited section of the report on directors\u2019 remuneration on pages 37-39. In addition to the Directors other key management personnel are Arun Somani appointed as CEO in October 2025, Thomas Hill who was appointed as Group CFO on the 1 April 2026 and subsequently as a Finance Director on 3 June 2026, and Andrew Wright who was appointed as a non-executive Director on 3 June 2026. Related party transactions a) The transactions between the Parent Company and the subsidiaries comprised the following: \u2022 Purchases of graphite \u00a31,162,000 (2025: \u00a31,100,000). \u2022 Procurement of goods recharged to subsidiaries \u00a332,000 (2025: \u00a3500,000). \u2022 Funding provided to subsidiaries \u00a3245,000 (2025: \u00a3318,000). The balances due from the subsidiaries are disclosed in notes 14 and 16. b) During the year the following transactions were carried out with company in which Mr Christian St. John Dennis is a Director. Optiva Securities Limited (\u201cOptiva\u201d) is a United Kingdom stock brokerage firm that has provided broking services to the Company. For the year ended 31 March 2026 Optiva charged \u00a3317,000 (2025: \u00a393.205) in respect of retainers, commissions and advisory fees. Optiva also holds certain interests in Ordinary shares and convertible loan notes of the Company, as disclosed in the Directors\u2019 Report. c) Certain directors have holdings or an interest in ordinary shares and convertible loan notes of the Company, as disclosed in the Directors\u2019 Report, in addition certain current and former directors have provided loans to the Company as disclosed in note 19. d) PranaGraf Materials and Technologies Private Limited (\u201cPranagraf\u201d) 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, Shishir Poddar was formerly the Company\u2019s CEO and director and Hemant Poddar was 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\u2019s employment with the Company. they withheld access, and continue to do so. Due to the inability to access the prior period records the Company reconstructed its accounting records. See Note 26 regarding claims from PranaGraf. ) There were no purchases or sales between the Group and Pranagraf during the current year (2025: purchase invoices and claims of \u00a30.5m; sales of \u00a30.4million). Haritmay Ventures LLP (\u201cHaritmay\u201d) 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 31 March 2026 and 31 March 2025, a net amount of \u00a3287,039 was receivable from Haritmay. In view of the uncertainty around recovery of that amount, the receivable balance was fully provided against in the year ended 31 March 2024. In January 2025, the Company issued a legal notice to Haritmay for the repayment of the \u00a3287,039. 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 the Company\u2019s 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. e) Advance Graphite Materials Private Limited (\u201cAGM\u201d) is an Indian company involved in graphite trading and processing. AGM is majority-owned and controlled by Mr. Hemant Poddar, a former non-executive director and a significant shareholder of the Company. During the year ended 31 March 2026 AGM purchased \u00a3nil of flake graphite from the Group (2025: \u00a362,500) on an arm\u2019s length term.", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-246": { "value": "
19 Loans and borrowings
Group and Group and
Company Company
2026
2025
\u00a3000
\u00a3000
Current loans and borrowings
2019
CLN
- 909
2022
CLN
1,917
25
2025
CLN series 1
-
1,560
2024
CLN
50
-
Promissory note
-
318
Other loans
187
237
Total current loans and borrowings
2,154
3,049
Due one - two years Group and Group and
Company Company
2026
2025
\u00a3000
\u00a3'000
2022
CLN
- 1,862
2024
CLN
-
50
Total non-current loans and borrowings - 1,912
Total borrowings
2,154
4,961
Movements in Company and Group borrowings Group and Group and
Company Company
2026
2025
\u00a3000
\u00a3000
Balance at 1 April
4,961
2,975
CLN's issued
3,935
50
Other loans
-
262*
Promissory note
(318)
318
Advances for CLN
-
1,560
CLNs converted into equity (including interest)
(7,454)
-
Interest accrued converted into equity included above
1,030
-
Loan repayments
-
(204)
Balance at 31 March
2,154
4,961
* \u00a350,000 of the loans brought forward were converted into a CLN during 2026. All of the borrowings described above are unsecured and rank pari passu as unsecured obligations of the Company. The Company issued a total of 463,986,504 new ordinary shares on the 26 March 2026, in settlement of the liabilities of the CLNs totallin \u00a37.454 million (including accrued interest) as follows: \u2022 The Company issued new ordinary shares of 44,525,890 for the existing 2019 CLN, series in aggregate converting \u00a31.161million liabilities, including accrued interest, to equity. \u2022 In addition to the 2025 Series 1 CLNs outstanding at the start of the year further funds of \u00a32.94 million were received during the year f 2025 Series 1 CLNs. The Company issued new ordinary shares of 334,526,791 for the 2025 Series 1 in aggregate converting \u00a35.02 million o liabilities, including accrued interest, to equity. \u2022 Funds of \u00a30.26 million were received during the year for 2025 Series 2 CLNs. The Company issued new ordinary shares of 18,400,674 fo the 2025 Series 2 CLNs in aggregate converting \u00a30.276 million of liabilities, including accrued interest, to equity. \u2022 Funds of \u00a30.735 million were received during the year for bridge CLNs. The Company issued new ordinary shares of 66,533,149 for th bridge CLNs in aggregate converting \u00a30.997 million of liabilities, including accrued interest, to equity. The terms of the convertible loan notes have been amended during the year as follows:
Changes to the 2019 CLN terms
Term
2019
CLN terms as at 1 April 2025
during the year and as at 31 March
2026
Coupon
12% payable half yearly
Interest amended to 16% per annum
with backdated effect from 1 July
2024.
Interest to be rolled up in the
principal amount due at conversion
or redemption. At the election of the
Company, that interest could be paid
in Ordinary Shares at conversion or
redemption, calculated at 3.75p per
ordinary share to 30 June 2025 and
2.5 pence thereafter
Maturity
31 December 2024, as previously
amended from original 3 years from 31 March 2026
issue date
Conversion
At the holders\u2019 option
Additionally at the Company\u2019s
option as soon as the resulting shares
could be admitted to trading
Conversion price
45p per ordinary share
2.5p per ordinary share
Changes to the 2022 CLN terms
Term
2022
CLN terms as at 1 April 2025
during the year and as at 31 March
2026
Coupon
12% payable half yearly.
Interest amended to 16% per annum
with backdated effect from July2024
to 26 July 2025 and to 15% per
annum from 27 July 2025 onwards
Maturity
3 years from date of issue
31 March 2027
Conversion
At the holders\u2019 option
At the holders\u2019 option
Conversion price
60p per Ordinary Share year, 75
3.75 pence per ordinary share
pence year, 2 and 90 pence year 3
Changes to the 2024 CLN terms
Term
2024
CLN terms as at 1 April 2025
during the year and as at 31 March
2026
Coupon
12% payable half yearly. The
Company may elect to pay interest or No changes
principal amount due in ordinary
shares at a 10% discount to the recent
trading price
Maturity
3 years from date of issue
Conversion
At the holders\u2019 option
Conversion price
3.75p per share
2025
Series 1 CLN terms as at 1
Changes to the 2025 Series 1 CLN
Term April 2025 and on issue during the terms during the year and as at 31
year prior to changes March 2026
Coupon
12% payable half yearly.
12% payable half yearly
Maturity
31 December 2025
31 March 2026
Conversion
At the holders\u2019 option
Additionally at the Company\u2019s
option as soon as the resulting shares
could be admitted to trading
Conversion price
3.75p per ordinary share
1.5p per ordinary share
Warrants
1 warrant exercisable at 3.75p per
2 warrants exercisable at 3.75p for
ordinary share issued on conversion every 5 shares issued on conversion
2025
Series 2 CLN terms on issue
Changes to the 2025 Series 2 CLN
Term during the year terms during the year and as at 31
March 2026
Coupon
12% payable half yearly
12% payable half yearly
Maturity
31 December 2025
31 March 2026
Conversion
At the holders\u2019 option
Additionally at the Company\u2019s
option as soon as the resulting shares
could be admitted to trading
Conversion price
3.75p per ordinary share
1.5p per ordinary share
Warrants
1 warrant exercisable at 3.75p per
2 warrants exercisable at 3.75p for
ordinary share issued on conversion every 5 shares issued on conversion
Term
2025
Series 3 CLN / Bridge CLN
2025
Series 3 CLN / Bridge CLN
terms on issue during the year terms as at 31 March 2026
Coupon
10% per month payable in ordinary
No changes
shares on conversion
Maturity
31 March 2026
Conversion
At the holders\u2019 option. Additionally
at the Company\u2019s option as soon as
the resulting shares could be
admitted to trading
Conversion price
1.5p per ordinary share
Warrants
1 warrant exercisable at 3.75p per
ordinary share issued on conversion
The balance of the promissory note was repaid at maturity in May 2025.
Other loans were received which carry interest at 12%. The amounts concerned are as follows:
Group and Company
Maturity
Group and Group and
Company Company
2026
2025
\u00a3
\u00a3
M Lynch-Bell (former director)
See below*
- 50,000
M Lynch-Bell (former director)
On demand
8,000
8,000
A Bath (former director)
On demand
130,000
130,000
P Poddar (former director)
On demand
49,800
49,800
187,800
237,800
*This loan due to M Lynch-Bell was converted into a Convertible Loan Note during the year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-247": { "value": "
20 Cash and cash equivalents
Group Group Company Company
2026 2025 2026 2025
\u00a3 000 \u00a3 000 \u00a3 000 \u00a3 000
Cash at bank
277
172
22
126
Cash and cash equivalents in statement of cash flows
277
172
22
126
Restricted cash
1,723
1,777
- -
Restricted cash comprises bank deposits 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 are not included as available cash equivalents because in practice they are being
used as security, so do not represent available liquidity.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-248": { "value": "
21 Loss per ordinary share
2026
2025
Loss attributable to equity holders of the Company (\u00a3\u2019000)
(5,941)
(5,884)
Weighted average number of ordinary shares in issue
148,379,006
131,159,881
Loss per share (pence)
(4.00)
(4.49)
The calculation of basic and diluted loss per share from continuing operations is based upon the loss from continuing operations for the
financial year of \u00a35,941,000 (2025: \u00a35,884,000), divided by the weighted average number of ordinary shares in issue in the period. The
dilutive instruments comprising all the warrants and convertible loan notes issued by the Company have an anti-dilutive effect on loss per
share. The weighted average number of ordinary shares for calculating the basic loss per share in 2026 and 2025 is shown below.
Full details of warrants and share options issued after the year end are detailed in the events after the reporting period in note 29. In total
54,483,333 warrants and 26,000,000 share options were agreed to be issued. This subsequent issuance introduces potential future dilution,
which could alter future earnings per share calculations but does not impact the current period\u2019s reporting.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-249": { "value": "
22 Notes to the cash flow statement
Group
Group
Company
Company
2026
2025
2026
2025
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
Loss for the year
(5,941)
(5,884)
(3,226)
(3,010)
Adjusted for:
Finance income
(66)
(150)
-
-
Finance expenses
887
664
865
531
Directors remuneration settled by issue of equity
-
323
-
323
Increase in restricted cash
54
32
- -
Depreciation and amortisation of fixed assets
1,264
1,260
-
-
Increase in provisions
-
201
-
-
(Increase)/decrease in inventories
(63)
707
-
-
Ddecrease/(increase) in receivables
484
336
(1,642)
459
Gain/(loss) on disposal
(4)
64
-
-
Increase in trade and other payables
236
865
216
1,033
(Decrease)/increase in deposits
23
(12)
-
-
Foreign Exchange - loans subsidiary
-
-
588
-
Cash outflow from operations
(3,126)
(1,594)
(3,199)
(664)
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-250": { "value": "
23 Share capital
Issued and fully paid
Number
\u00a3000
At 31 March 2026 - Ordinary shares of 1p each 762,447,924 7,625
At 31 March 2026 - Deferred shares of 1.5p each 138,561,420 2,709
9,704
At 31 March 2025 - Ordinary shares of 2.5p each
138,561,420
3,465
On 6 January 2026 after a successful passing of a resolution at a General Meeting, the existing shares with a nominal value of 2.5p were
sub-divided with each existing ordinary share of 2.5p divided into one new ordinary share of 1p a total of 136,561,420 shares (\"New
Ordinary Shares\") and one deferred share of 1.5p a total of 138,561,420 shares (\"Deferred Shares\") each such Deferred Share having no
voting or dividend rights. Each ordinary share carries 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.
The New Ordinary Shares became effective on the 14 January 2026.
During the year a total of 623,886,504 new ordinary shares (of 1 pence each) were issued on 27 March 2026 as follows:
(a) The Company issued 159,900,000 shares by successfully completing a placing at a price of 1.5p resulting in proceeds of \u00a32,398,500. For
every two shares issued the Company issued 1 warrant to subscribe for an ordinary share at an exercise price of 3.75 pence with a two year
life.
(b) The Company issued 463,986,504 shares satisfied by the conversion of Company debt amounting to \u00a37,453,000 at an average share price
of 1.6p a share as set out below. Additionally 207,704,135 warrants were issued to CLN holders as set out in note 24, at an exercise price of
3.75 pence with a two year life:
(i) The Company issued new ordinary shares of 44,525,890 for the existing 2019 CLN, series in aggregate converting \u00a31.161 million of
liabilities, including accrued interest, to equity.
(ii) In addition to the 2025 series 1 CLNs outstanding at the start of the year further funds of \u00a32.94 million were received during the year for
2025 Series 1 CLNs. The Company issued new ordinary shares of 334,526,791 for the existing 2025 Series 1 in aggregate converting \u00a35.02
million of liabilities, including accrued interest, to equity.
(iii) Funds of \u00a30.26 million were received during the year for 2025 Series 2 CLNs. The Company issued new ordinary shares of 18,400,674
for the 2025 Series 2 CLNs in aggregate converting \u00a30.276 million of liabilities, including accrued interest, to equity.
(iv) Funds of \u00a30.735 million were received during the year for bridge CLNs. The Company issued new ordinary shares of 66,533,149 for the
bridge CLNs in aggregate converting \u00a30.998 million of liabilities, including accrued interest, to equity.
The above share issues were implemented through a cash box structure, whereby the Company incorporated a new subsidiary (TGF Limited)
in the year, which issued redeemable preference shares to both the subscribers for the placing and the relevant CLN holders. These
redeemable preference shares were then acquired by the Company for shares, which were then distributed to the subscribers and CLN
holders. The redeemable preference shares were then redeemed by TGF Limited resulting in the Company receiving the proceeds of the
placing and extinguishing the liabilities as noted above.
As part of the cash box structure, prior to the issue of the preference shares, 11% of the share capital of TGF Limited was issued for
consideration of \u00a311 to Optiva Securities Limited. This 11% was acquired by the Company for \u00a311 as part of the agreement to acquire the
redeemable preference shares.
As the Company issued shares as part of a transaction to increase its ownership of TGF Limited from 89% to 100%, under the Companies
Act, merger relief should be applied and accordingly the difference between the net proceeds and the nominal value of the shares has been
accounted for as a Merger Reserve.
The rights attaching to the shares are detailed in the Directors report on page 31.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-251": { "value": "
24 Options and Warrants over Ordinary Shares
On 27 March 2026, a total of 207,704,135 warrants were issued as part of the conversion of Convertible Loan Notes (\"CLN warrants\") into
equity as follows:
2025 S1 Conversion 133,810,716 warrants
2025 S2 Conversion 7,360,270 warrants
2025 S3 Conversion 66,533,149 warrants
The CLN warrants have an exercise price of 3.75p and expire on 27 March 2028.
The warrants issued to the investors in relation to the placing that raised \u00a32,398,500 amounted to 79,950,000 warrants (\"the placing
warrants\") at 3.75p and expire on 27 March 2028.
The weighted average remaining contractual life of options and warrants outstanding as at 31 March 2026 was therefore twenty four months.
All warrants and share 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 warrants issued in the year:
\u25cf Expected volatility: 70%
\u25cf Contractual life of the warrant: 24 months
\u25cf Risk free interest rate: 3.75% p.a.
\u25cf The share price at the date of grant was 1.52p
\u25cf Expectd dividend yield is nil during the contractual life of the warrant.
The fair value was calculated as \u00a3661,000. As this was part of a transaction that involved the issue of shares as well as the conversion of
CLN's. the fair value has been shown as an apportionment of the merger reserve completed as further explained in the share capital note 23.
The Company had obligations arising from the financing transactions completed during the year ended 31 March 2026 to issue warrants to
advisors in connection with the various fundraises completed during the year. This obligation was satisfied by the issue of warrants on 13
May 2026 as detailed in note 29.
In addition, as at 31 March 2025, advisors had rights to a total of 857,757 warrants which had not been issued, but of those, rights to 817,757
warrants have since expired, leaving as at 31 March 2026 an outstanding right created in August 2024 to 40,000 warrants to be granted, with
an exercise price of 3.75 pence per share and an expiry date of August 2027. This obligation was satisfied by the issue of warrants on 13 May
2026 as detailed in note 29.
The following table details changes in the aggregate of warrants and share
2026
2025
options outstanding in the year:
Number
Number
1 April
4,140,000
5,162,222
Expired
(4,100,000)
(1,022,222)
Granted
287,654,135
-
31 March
287,694,135
4,140,000
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-274": { "value": "25 Financial instruments Financial risk management The Group has exposure to the following risks from its use of financial instruments: \u25cf Market risk \u25cf Credit risk \u25cf Liquidity risk \u25cf Currency risk This note presents information about the Group\u2019s exposure to each of the above risks, the Group\u2019s management of capital, and the Group\u2019s objectives, policies and procedures for measuring and managing risk. Market Risk 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 as nominal value due to their short-term nature. Capital Risk Management The Board of Directors has overall responsibility for the establishment and oversight of the Group\u2019s risk management framework. The Group\u2019s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits an controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect change s market conditions and the Group\u2019s activities. The Audit Committee oversees how management monitors compliance with the Group\u2019s risk management policies and procedures an reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the retur n stakeholders as well as sustaining the future development of the business. In order to maintain or adjust the capital structure, the Group ma 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, convertible loan notes, cash and cash equivalents, and eq ui attributable to equity holders of the company, comprising issued capital and retained earnings. Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future commer ci transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant Group ent it The Group\u2019s primary currency exposure is to US Dollar, which is the currency of all intra-group transactions as well as denominatio n selling price of the products. The Group also has some exposure to Malagasy Ariary (MGA) and Mozambican Meticals (MZN) due to i operating subsidiaries in those countries as some costs are based in local currency. Exchange conversion rates for one pound on 31 March 2026 and 31 March 2025 were as follows: MGA to GBP: 5,637 (2025: 6,006) MZN to GBP: 84,636 (2025: 82,462) USD to GBP: 1.317 (2025: 1.294) The Group currently does not hedge currency risk. The Group\u2019s and Company\u2019s exposure to foreign currency risk at the end of the repor tin period is summarised below. All amounts are presented in GBP equivalent. Group
2026
2026
2026
2025
2025
2025
US$000
MGA000
MZN000
US$000
MGA000
MZN000
Cash and cash equivalents
6
261
-
120
33
2
Trade and other receivables
56
966
36
100
1,362
620
Restricted cash
-
-
1,723
-
- 1,777
Trade and other payables
(718)
(1,023)
(134)
(521)
(1,421)
(71)
Net exposure in GBP equivalent
(656)
204
1,625
(301)
(26)
2,328
Company
2026
2025
US$000
US$000
Cash and cash equivalents
12
109
Trade and other receivables
56
55
Loans to subsidiaries (current)
4,669
3,104
Loans to subsidiaries (non-current)
15,206
15,516
Trade and other payables
(718)
(1,056)
Net exposure in GBP equivalent
19,225
17,728
Sensitivity Analysis As shown in the table above, the Group is primarily exposed to changes in the GBP:USD and GBP:MGA exchange rates. The table below shows the impact in GBP on pre-tax loss/ profit 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.
Sensitivity analysis
Group
Group
Company
Company
2026
2025
2026
2025
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
GBP:USD exchange rate increases by 10%
66
368
401
35
GBP:USD exchange rate decreases by 10%
(66)
(368)
(401)
(35)
GBP:MGA exchange rate increases by 10%
20
423
- -
GBP:MGA exchange rate decreases by 10%
(20)
(389)
- -
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 2026. The Group and Company considers its maximum exposure to be:
Financial assets
Group
Group
Company
Company
2026
2025
2026
2025
\u00a3000
\u00a3000
\u00a3000
\u00a3000
Cash and cash equivalents
277
172
22
126
Amounts owed by group undertakings
-
-
4,669
3,104
Loans, and receivables net of impairments
3,798
2,079
2,311
74
Restricted cash
1,723
1,777
-
-
5,798
4,028
7,002
3,304
All cash balances are held with investment grade banks. Although the Group has seen no direct evidence of changes to the credit risk of its counterparties, it continues to monitor the changes to its counterparties\u2019 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 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 2. In the event that the Group became aware of a situation in which it could exceed its 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 and Company:
Group - Financial liabilities
2026
2026
2026
2026
2025
2025
2025
2025
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
Carrying Within one One to two Two to five Carrying Within one One to two Two to five
value year years years value year years years
Trade and other payables
3,929
3,929
-
-
3,621
3,621
-
-
Borrowings
2,154
2,154
-
-
4,961
3,049
-
1,912
Lease liability 74 - 74 -
37
-
37
-
6,157
6,083
74
-
8,619
6,670
37
1,912
Company - Financial liabilities
2026
2026
2026
2026
2025
2025
2025
2025
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
Carrying Within one One to two Two to five Carrying Within one One to two Two to five
value year years years value year years years
Trade and other payables
2,474
2,474
-
-
2,377
2,377
-
-
Borrowings
2,154
2,154
-
-
4,961
3,049
-
1,912
4,628
4,628
-
-
7,338
5,426
- 1,912
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-252": { "value": "
Market Risk
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 as nominal value due to their short-term nature.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-253": { "value": "Capital Risk Management The Board of Directors has overall responsibility for the establishment and oversight of the Group\u2019s risk management framework. The Group\u2019s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect change market conditions and the Group\u2019s activities. The Audit Committee oversees how management monitors compliance with the Group\u2019s risk management policies and procedures reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the retur stakeholders as well as sustaining the future development of the business. In order to maintain or adjust the capital structure, the Group 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, convertible loan notes, cash and cash equivalents, and eq attributable to equity holders of the company, comprising issued capital and retained earnings. Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future commer transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant Group ent The Group\u2019s primary currency exposure is to US Dollar, which is the currency of all intra-group transactions as well as denominatio selling price of the products. The Group also has some exposure to Malagasy Ariary (MGA) and Mozambican Meticals (MZN) due to operating subsidiaries in those countries as some costs are based in local currency. Exchange conversion rates for one pound on 31 March 2026 and 31 March 2025 were as follows: MGA to GBP: 5,637 (2025: 6,006) MZN to GBP: 84,636 (2025: 82,462) USD to GBP: 1.317 (2025: 1.294) The Group currently does not hedge currency risk. The Group\u2019s and Company\u2019s exposure to foreign currency risk at the end of the repor period is summarised below. All amounts are presented in GBP equivalent. Group
2026
2026
2026
2025
2025
2025
US$000
MGA000
MZN000
US$000
MGA000
MZN000
Cash and cash equivalents
6
261
-
120
33
2
Trade and other receivables
56
966
36
100
1,362
620
Restricted cash
-
-
1,723
-
- 1,777
Trade and other payables
(718)
(1,023)
(134)
(521)
(1,421)
(71)
Net exposure in GBP equivalent
(656)
204
1,625
(301)
(26)
2,328
Company
2026
2025
US$000
US$000
Cash and cash equivalents
12
109
Trade and other receivables
56
55
Loans to subsidiaries (current)
4,669
3,104
Loans to subsidiaries (non-current)
15,206
15,516
Trade and other payables
(718)
(1,056)
Net exposure in GBP equivalent
19,225
17,728
Sensitivity Analysis
As shown in the table above, the Group is primarily exposed to changes in the GBP:USD and GBP:MGA exchange rates. The table below
shows the impact in GBP on pre-tax loss/ profit 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.
Sensitivity analysis
Group
Group
Company
Company
2026
2025
2026
2025
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
GBP:USD exchange rate increases by 10%
66
368
401
35
GBP:USD exchange rate decreases by 10%
(66)
(368)
(401)
(35)
GBP:MGA exchange rate increases by 10%
20
423
- -
GBP:MGA exchange rate decreases by 10%
(20)
(389)
- -
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-254": { "value": "
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 2026.
The Group and Company considers its maximum exposure to be:
Financial assets
Group
Group
Company
Company
2026
2025
2026
2025
\u00a3000
\u00a3000
\u00a3000
\u00a3000
Cash and cash equivalents
277
172
22
126
Amounts owed by group undertakings
-
-
4,669
3,104
Loans, and receivables net of impairments
3,798
2,079
2,311
74
Restricted cash
1,723
1,777
-
-
5,798
4,028
7,002
3,304
All cash balances are held with investment grade banks. Although the Group has seen no direct evidence of changes to the credit risk of its
counterparties, it continues to monitor the changes to its counterparties\u2019 credit risk.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-255": { "value": "
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
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 2.
In the event that the Group became aware of a situation in which it could exceed its 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 and Company:
Group - Financial liabilities
2026
2026
2026
2026
2025
2025
2025
2025
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
\u00a3000
Carrying Within one One to two Two to five Carrying Within one One to two Two to five
value year years years value year years years
Trade and other payables
3,929
3,929
-
-
3,621
3,621
-
-
Borrowings
2,154
2,154
-
-
4,961
3,049
-
1,912
Lease liability 74 - 74 -
37
-
37
-
6,157
6,083
74
-
8,619
6,670
37
1,912
Company - Financial liabilities
2026
2026
2026
2026
2025
2025
2025
2025
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
\u00a3'000
Carrying Within one One to two Two to five Carrying Within one One to two Two to five
value year years years value year years years
Trade and other payables
2,474
2,474
-
-
2,377
2,377
-
-
Borrowings
2,154
2,154
-
-
4,961
3,049
-
1,912
4,628
4,628
-
-
7,338
5,426
- 1,912
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-275": { "value": "
26 Contingent liabilities
(a) Prior director claims
The Company has received correspondence in late 2025 seeking to recover sums totalling \u00a3923,843 plus interest in respect of alleged monies
due in respect of unpaid directors' fees and remuneration from Mr S Poddar and Ms P Poddar. The Company has not accepted those claims
and has responded accordingly. The Company may also have counter claims. The Company has provided in the financial statements as at 31
March 2026 and 31 March 2025 for a best estimate of an amount which may ultimately be settled in respect of such claim.
(b) Pranagraf claims
PranaGraf Materials and Technologies Private Limited (\u201cPranagraf\u201d) 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, Shishir Poddar was formerly
the Company\u2019s CEO and director and Hemant Poddar was 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\u2019s employment with the Company. they withheld access, and continue to do so. Due to
the inability to access the prior period records the Company reconstructed its accounting records.
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; (ii) a significant component of the services purportedly provided during 2024 were not, in fact, provided by Pranagraf
and (iii) Prangraf is in breach of the service agreement by withholding data and systems access belonging to the Company. The parties have
exchanged legal notices and replies, and the dispute remains ongoing, with potential proceedings under consideration.
At 31 March 2026 and 31 March 2025, the Company has made provision for certain claims invoiced by Pranagraf representing an estimate of
those amounts it expects could ultimately be payable. The position takes into account a receivable for graphite sales in 2024 which forms part
of the disputed overall balance with Pranagraf. The precise net amounts owing as at 31 March 2026 and 31 March 2025, 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.
", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-276": { "value": "
27 Provisions
Group
Abandonment and restoration costs
The Group takes note of the regulations set out by the government requirements and the environmental conditions within the mining permits
in the countries in which it operates in respect of the Group\u2019s obligations for restoration and rehabilitation.
A provision of \u00a3201,000 (2025: \u00a3201,000) has been recognised for restoration at Madagascar based on initial estimates of the existing
obligations for remediation of tailings facilities, and re-planting and restoration at the mine site. The timing of the restoration will depend on
future life of mine plans which are being finalised.
The Board plans to undertake a more extensive review and quantification of potential restoration obligations in respect of the Madagascar
and Mozambique mine sites.
", "dimensions": { "concept": "ifrs-full:DisclosureOfProvisionsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-277": { "value": "
28 Commitments
The Group and Company had no significant capital commitments as at 31 March 2026 or 31 March 2025.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } }, "fact-278": { "value": "
29 Events after the reporting period
(a) Issue of warrants to advisors
On 13 May 2026 as part of remuneration for their services, the Company has issued to Optiva Securities Limited, AlbR Capital Limited, and
MUSST Investments LLP, a total of 20,483,333 warrants to subscribe for new Ordinary Shares in connection with the Company's
fundraisings completed prior to 31 March 2026 (the \"Advisor Warrants\").
Advisor
Number of warrants
Exercise price (pence)
Expiry
MUSST Investments LLP
40,000
3.75
10 August 2027
AlbR Capital Limited^
1,112,000
1.5
12 May 2028
Optiva Securities Limited
5,464,000
1.5
12 May 2028
Optiva Securities Limited*
1,333,333
1.5
12 May 2028
AlbR Capital Limited^
400,000
1.5
27 March 2029
Optiva Securities Limited
2,540,000
1.5
27 March 2029
AlbR Capital Limited^
1,240,000
1.5
27 March 2029
Optiva Securities Limited
8,354,000
1.5
27 March 2029
^ At the request of AlbR Capital Limited, warrants totalling 2,752,000 will be issued to certain employees of AlbR Capital Limited.
* The warrants will vest at 50% if the share price trades on a 10-day volume weighted average price (\u201cVWAP\u201d) at 3.0p, and 50% if it trades
on the same terms at 4.5p.
C G St. John Dennis is a Director of Optiva Securities Limited, (see related party note).
(b) Issue of Restructuring Warrants
In lieu of any cash bonuses for the period from late 2024 to 31 March 2026, on 24 April 2026 the Company announced that it intended to
award warrants on a one-off basis in recognition of the exceptional contribution made by key leadership figures involved in the significantly
advanced turnaround, and process for the relisting of the Company (the \"Restructuring Warrants\"). This one-off award of warrants would be
fully-conditional on positive share price performance, as set out below:
Name
Title
Number of warrants
Christian Dennis
Non-Executive Director - Chairman
8,000,000
James Nieuwenhuys
Former Non-Executive Director
8,000,000
Mark Rollins
Former Non-Executive Chairman
8,000,000
Peter Thomas
Former interim Chief Financial Officer
8,000,000
Michael Lynch-Bell
Former Non-Executive Director
2,000,000
Total
34,000,000
These warrants have an exercise price of 1.5p, vest as to 50% if the share price trades above 200% of exercise price on a 10 day VWAP
basis, with the balance vesting if the shares trade above 300% of the exercise price on a 10 day VWAP basis. These warrants will expire 3
years after grant.
The issue and exercise of the restructuring warrants are subject to the Company having the necessary approvals and authorities in place.
(c) Issue of share options to employees
To assist with the motivation, retention and alignment of key employees with shareholders, under the Company's Employee Share Option
Plan (\"CSOP\") rules adopted by shareholder resolution at the Company's August 2026 AGM, the Company has granted non-tax advantaged
options over 26,000,000 shares, conditional on positive share price performance, to employees including Person Discharging Managerial
Responsibilities (PDMRs) on 24 April 2026 as set out below:
Name
Title
Number of warrants
Arun Somani (CEO)
Chief Executive Officer
5,000,000
Thomas Hill (CFO)
Chief Financial Officer
5,000,000
Other group employees
16,000,000
Total
26,000,000
These share options have an exercise price of \u00a30.015, vest as to 50% if the share price trades above 200% of the exercise price on a 10 day
VWAP basis, with the balance vesting if the shares trade above 300% of the exercise price on a 10 day VWAP basis. Should the options vest
the holder will normally have 90 days to exercise the options. These options are subject to continual employment and will expire 5 years after
grant.
(d) Issue of shares in relation to conversion of CLNs and to advisors
On the 23 July 2026 the Company announced the issue of 5,958,863 new ordinary shares (\u201cShares\u201d) in respect of the conversion of 2022
CLNs and to an advisor. The shares were subsequently admitted to trading on 28 July 2026.
The shares issued comprised:
\u2022 4,397,000 Shares issued at 1.5p to Optiva Securities Limited in lieu of commissions owed for fundraising activity C G St. John-Dennis ia a
director of Optiva Securities Limited (see related party transactions note).
\u2022 1,561,863 ordinary shares issued at 3.75p for conversion of \u00a350,000 CLN 2022 Notes and related accrued interest following receipt of a
noteholder\u2019s conversion notice.
The total issued share capital after the issue is 768,406,787 ordinary shares.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:2138006PQV9F72H17783", "period": "2025-04-01T00:00:00/2026-04-01T00:00:00" } } } }