Registration number: 10742540
Total Graphite Plc
(Formerly Tirupati Graphite Plc)
Annual Report and Consolidated Financial Statements
For the Year Ended 31 March 2026
Total Graphite Plc
Contents
Company Information 1
Strategic Report 2 to 24
Chairman's statement 2
Business review 4
Financial performance 14
Our strategy and business model 15
Principal risks and uncertainties 16
Non-financial and sustainability information statement 20
Directors' Section 172 statement 22
Corporate social responsibility 24
Corporate Governance 25 to 39
Directors Report 30
Statement of Directors' Responsibilities 36
Annual remuneration report 37
Independent Auditor's Report 40 to 46
Consolidated Income Statement and Statement of Comprehensive Income 47
Consolidated Statement of Financial Position 48
Company Statement of Financial Position 49
Consolidated Statement of Changes in Equity 50
Company Statement of Changes in Equity 51
Consolidated Statement of Cash Flows 52
Company Statement of Cash Flows 53
Notes to the Financial Statements 54 to 82
Total Graphite Plc
Company Information
Chairman
C G St. John-Dennis
Directors
T R Hill
A J Nieuwenhuys
C G St. John-Dennis
A R H Wright
Registered office
& Company number
27-28 Eastcastle Street
London
W1W 8DH
Company number :10742540
Solicitors
Gowling WLG LLP
4 More London Pl.
London
SE1 2AU
Registrar
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
Company Secretary
MSP Corporate Services Limited
27-28 Eastcastle Street
London
W1W 8DH
Financial Advisor
AlbR Capital Limited 3rd
Floor, 80 Cheapside, London
EC2V 6EE
Statutory Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Page 1
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026
Chairman's statement
The year ended 31 March 2026 marked a defining period in Total Graphite's evolution.
During the year we successfully restored the Company's listing on the London Stock Exchange, strengthened the balance sheet through a
significant recapitalisation, recommenced operations in Madagascar and established a clear strategic direction for the business. Whilst
considerable work remains, I believe we have successfully completed the stabilisation phase of our turnaround and are now entering the next
stage of the Company's development. Our focus is now shifting from rebuilding the Company to building the business. The past eighteen
months required decisive action. The Board and management team inherited a business facing significant operational, financial and
governance challenges. Considerable effort has therefore been directed towards restoring stability, strengthening governance, rebuilding
investor confidence and creating a platform capable of supporting sustainable long-term growth. The successful restoration of trading of the
Company shares in March 2026 represented an important milestone in that process. Together with the recapitalisation of the business and the
conversion of significant liabilities into equity, it provided a much stronger financial platform from which management could recommence
operations and begin implementing the next phase of our strategy.
The Vatomina Platform
The restart of production at Vatomina following the restoration of trading represented an important operational milestone. However, the
Board has always viewed Vatomina as considerably more than simply the Group's first producing mine. Vatomina is the operational platform
upon which Total Graphite intends to build a vertically integrated graphite materials business. The project provides the operational expertise,
customer relationships, product qualification and, over time, the cash flow foundation from which we intend to develop the Group's broader
portfolio of graphite assets and downstream value-added opportunities. This distinction is important. Our objective is not simply to maximise
production from a single operation. It is to establish a reliable, efficient and scalable operating platform capable of supporting the Company's
broader strategic ambitions.
From Restart to Optimisation
The recommencement of production at Vatomina was never viewed by the Board as the completion of the turnaround process. Rather, it
marked the beginning of the optimisation phase. Restarting operations under production conditions has provided management with valuable
operational data and practical experience that could not have been obtained during planning alone. As part of this an independent technical
review has identified a number of operational and geological workstreams including drilling, mine planning, ore handling, plant
configuration, processing efficiency and supporting infrastructure, designed to improve operational performance. Production has been
temporarily paused whilst these workstreams are completed. The Board believes that investing time and capital in improving the operating
platform today has the potential to deliver materially stronger production volumes, improved operating reliability and enhanced project
economics over the longer term. While this approach requires patience, we believe it represents the most effective way of creating a
sustainable and profitable business rather than pursuing short-term production targets.
Building Value Across the Graphite Value Chain
The Board has continued to refine the Company's long-term strategy throughout the year. Our ambition extends beyond becoming a larger
graphite producer. Our objective is to develop Total Graphite into a vertically integrated graphite materials business capable of creating value
across the graphite value chain. We believe this strategy will be built upon five interconnected pillars:
- First, the continued optimisation and development of the Vatomina Platform.
- Second, the future expansion of production through the adjacent Sahamamy project, leveraging the infrastructure, operational knowledge
and management capability already established in Madagascar.
- Third, the long-term development of our significant Mozambique graphite portfolio, which provides substantial resource scale and strategic
optionality.
- Fourth, the continued expansion of our graphite trading business, strengthening customer relationships and broadening our commercial
reach.
- Finally, the progressive development of downstream value-added graphite products, where we believe the Company can generate
higher-quality earnings and participate more fully in global battery materials and industrial supply chains. Each of these initiatives is
intended to support the others. They are not independent projects, but components of a single long-term strategy designed to build a stronger
and more resilient business.
A Changing Market
The global graphite market continues to evolve rapidly. Natural graphite has become recognised as one of the world's most strategically
important critical minerals, driven by accelerating demand from battery manufacturing, electrification and energy security initiatives. At the
same time, governments and industrial consumers are increasingly seeking to diversify supply chains beyond traditional sources of supply.
The Board believes these structural trends provide a favourable long-term backdrop for Total Graphite's strategy. While the Company
remains at an important stage in its development, we believe our combination of producing assets, development projects, trading capability
and downstream ambitions provides a differentiated platform from which to participate in these long-term market opportunities.
Page 2
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Chairman's statement
Looking Ahead
The Board fully recognises that investors will ultimately judge us by our ability to deliver. We therefore remain focused on executing the
optimisation programme at Vatomina, improving operational performance, strengthening customer relationships and progressing the broader
development of the Group's portfolio in a disciplined and financially responsible manner .Following the year end we also commenced a
Portfolio Optimisation Review to ensure that each asset within the Group contributes appropriately to the Company's long-term strategy and
that capital is allocated where it can generate the greatest value for shareholders. We recognise that our vision will take time to realise.
However, I believe the Company today is fundamentally stronger than it was twelve months ago. We have rebuilt the Board and management
team, restored our market listing, strengthened the balance sheet and established a clear strategic direction.
The past eighteen months have been about rebuilding the Company. The period ahead is about realising the potential of the platform
we have created.
The Board remains confident in the long-term opportunity before us and looks forward to updating shareholders as we continue to execute
our strategy with discipline, focus and a commitment to creating sustainable long-term value. On behalf of the Board, I would like to thank
our employees, shareholders, customers, suppliers and business partners for their continued support throughout this important period in the
Company's development.
C G St. John-Dennis
Chairman
30 July 2026
Page 3
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review
In the following section, the terms “we,” “our,” “our/your Company” “TG”and “us” may refer, as the context requires, to Total Graphite Plc
(the “Company”) or collectively to Total Graphite Plc and its subsidiaries (the “Group”).
Overview
The Group is a specialist natural graphite producer which has developed operations in Madagascar and projects in Mozambique since
formation in 2017 and following its IPO on the London Stock Exchange in December 2020. Natural flake graphite is a globally recognised
and designated “critical mineral”, for the role it plays in the energy transition, as a key element required for energy storage and battery
technology.
In Madagascar, the Group owns the Vatomina and Sahamamy concessions, providing approximately 33 square kilometres of flake graphite
mining permits.
The Group produced 2,964 Mt of graphite during the year ended 31 March 2026 (2025: 2,169 Mt). This was well below the potential of the
Group’s assets, due to the inefficient and intermittent operation of only the Vatomina project during the first half of the operational
turnaround, started in February 2025. Operations at Vatomina were paused in September 2025 to allow for installation of additional
equipment at the plant, refurbishment and replacement of a number of key plant operational items and restarted at the end of March 2026
following a fundraise. The Sahamamy project has remained on care and maintenance since April 2024.
The Group also holds two flake graphite mineral concessions in Mozambique; the Montepuez and the Balama Central projects.
● Montepuez: is a development project with a Definitive Feasibility Study (“DFS”) showing a NPV of US$146 million that was completed
in 2017 and permits in place to build a 100,000tpa graphite operation. Previously constructed infrastructure remains in place including a
mining camp, TSF and mobile crusher; and
● Balama Central: is a large-scale potential project with a pre-feasibility study completed by the previous owner that showed a NPV of
US$177 million, which now requires updates, and with most permits in place for a 58,000tpa operation.
The Mozambique projects were inactive during the year, with previous force majeure declarations continuing, due to insurgency activity in
the region. However, post the year ended 31 March 2026, a site visit took place in mid May 2026, and the intention to update the feasibility
studies across the Mozambique projects was announced in early May 2026.
As part of this the Group also holds a pre-feasibility study for the development of an anode material facility to be located in the United
States, completed in 2017 (the “Anode PFS”). This potential facility, which envisaged the use of flake graphite supplied from the Montepuez
project, represents an opportunity for the Company to move forward its ambitions to become a vertically-integrated graphite materials
business, directly servicing energy transition markets. The key points from the PFS were:
• US Anode PFS provides an NPV of US$377 million at a 10% discount rate, with an IRR of 76.5% and a project payback period of
approximately 1.5 years;
• US Anode PFS envisaged capital expenditure of US$48 million, with the US facility location selected as Reno, Nevada, providing
proximity to major US and Asian battery manufacturers; and
• Consolidated economics of the Montepuez DFS and US Anode PFS completed in 2017 are very robust: combined NPV of US$523 million,
IRR of 36.2%, and projected payback of 3 years over a 30-year project life.
Total Graphite plans to commission updated feasibility studies to reflect current market conditions and an optimised Montepuez mine plan.
Graphite markets
Natural graphite is a versatile mineral, having over 150 applications. Traditionally, graphite has been extensively used in refractories,
crucibles, brakes and lubricants, however, its consumption has significantly grown in the last few decades, given its high application in areas
such as lithium-ion batteries, battery energy storage systems, nuclear applications, flame retardants, and more. Given the unique properties of
graphite it is an irreplaceable constituent in these applications. The long-term demand profile of graphite continues to remain highly
favourable, and the total expected addressable market continues to grow. This growth is driven both by a stable growth in the traditional
applications, driven primarily by steelmaking and automotive applications, as well as exponential growth driven by new applications.
Significant application growth in certain areas stem from graphite’s key role in electric vehicle manufacture, as the largest material
constituent of lithium ion (“Li-ion”) batteries, as well as in large-scale stationary battery storage, thermal management in electronics, fire
safety, metal manufacturing and forming, polymers, composites and other advanced materials.
Page 4
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Graphite markets (continued)
Given the requirement for graphite in these applications, securing sources of natural graphite for these industries is not only critical for
businesses, but is also essential for national security and economic growth. As a result, graphite has been classified as a ‘Critical Mineral’ by
major international governments. This continues to impact significantly on the graphite market, as customers of graphite have a strategic
incentive to secure long term supply from politically favourable geographies. Total Graphite Plc is well poised to capitalise on this market
dynamic.
China still dominates the global market for advanced graphite, it currently controls 99% of spherical graphite production and about 74% to
90% of anode active material production, and has historically been the largest miner, processor and consumer of graphite. However, China
has seen huge domestic graphite consumption driven by its fast growing lithium-ion battery industry. This, together with political and
resilience considerations, has created a significant market opportunity for ex-China producers of flake graphite, such as Total Graphite Plc.
Additionally, China has placed significant restrictions on the export of graphite, and an outright ban on the export of purified graphite in
some instances. This has posed supply chain challenges for existing and prospective international customers. As a result, the stance of
governments around the world is to develop and incentivise domestic and non-China supply, and re-orient their supply chains.
Although the export restrictions by China were relaxed in November 2025 for a period of one year until 27 November 2026, these relaxations
have been selective in nature and exports out of China continue to remain a fraction of what they were only a few years ago. This has
increased the market adoption of African flake graphite and has been a huge positive for companies such as Total Graphite that are building
an African based supply chain for flake graphite.
While the market opportunity is clear, real challenges are faced with the supply. Graphite mines are slow to develop from discovery to
production and often producers then face technical and operational challenges. Indeed, the number of new mines that have come into
production in the past several years is very few. Total production of graphite outside of China is estimated to have reduced China’s
dominance of flake graphite production by only 2% between 2018 to 2025.
As an indication of demand, Benchmark Minerals Intelligence reported in October 2024 that a total of 537 gigawatt hours (GWh) of planned
battery capacity has been added to the US pipeline since the 2021 Inflation Reduction Act was passed, to reach 1,290.6 GWh of planned
capacity by 2030. As sales of electric vehicles also continue to grow, demand for critical components like natural graphite is forecast to be
strong over the next decade.
Flake graphite markets are therefore poised to grow as demand from the energy transition continues to grow. As an established producer of
flake graphite in Madagascar, with large-scale potential development projects in Mozambique, the Group is in a strong position to serve these
markets from its expanded and new production sources. In doing so, Total Graphite will seek to become a stable and reliable preferred
supplier of choice for customers.
The broader market for specialised, downstream graphite is undergoing significant growth.
With the global market for expandable graphite growing at a CAGR of 8%, the total global consumption for this product is expected to cross
over 100,000 tonnes per annum by 2030. While China remains the largest producer, new expandable graphite production has been
commissioned in India, Japan and Germany in the last several years. These new sources are now catering to the non-China demand for
expandable graphite.
The global shift towards halogen-free flame-retardant solutions is a major factor driving demand, alongside rapidly expanding applications in
thermal management materials, EMI shielding, and flexible graphite foils for gaskets and sealing systems. The electronics and energy storage
segment is projected to dominate the market in volume terms, fuelled by the escalating need for advanced thermal management and
conductive materials in high-performance electronics, batteries, and renewable energy systems. Looking ahead, tightening building fire
safety codes in Europe and Asia, the proliferation of EV battery thermal runaway protection systems, and growth in industrial sealing
applications all point to sustained demand. Supply chain diversification away from China further strengthens the outlook for vertically
integrated producers outside the dominant supply geography.
As newer production from Africa has been brought to the market in the last few years, we observe a trend of “premiumisation” in the
graphite industry, with a number of large scale industrial users moving towards higher purity and more processed grades for better
performance. This has led to a rapid growth in demand of purified graphite with carbon content above 96%. The market for purified graphite
is growing rapidly due to the boom in electric vehicle (EV) batteries, semiconductors, and solar panels. The global industry is projected to
reach $23.9 billion by 2033, growing at an average annual rate of 7.8%.
Page 5
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Graphite markets (continued)
Purified natural flake graphite is increasingly displacing synthetic graphite in applications where it was previously the only option, thanks to
advances in purification and modification techniques that yield superior crystallinity, thermal conductivity, and cost-effectiveness. Over the
next 3-5 years, demand is expected to accelerate further as tightening fire safety and thermal performance standards in electronics,
automotive, and industrial sectors favour high-purity natural graphite grades.
Another flake graphite derived material undergoing significant growth is micronised graphite, made up of fine-particle natural flake graphite
typically below 20 microns. This segment has seen steadily growing demand across a diverse set of applications including polymer and
plastics additives, high-performance coatings, lubricants, conductive inks, and friction materials. Its fine particle size enhances performance
in specialised applications like plastics and coatings.
Over the next 3-5 years, growth is forecast by increasing adoption of micronised graphite in advanced coatings for automotive and aerospace
components, rising demand for conductive fillers in polymer composites for the electronics sector, and expanding industrial lubricant
applications in regions undergoing rapid manufacturing scale-up. Producers capable of delivering consistent particle size distributions and
high purity levels from natural flake feedstock are well-positioned to benefit from this broadening demand base.
The growth in each of these segments will have a direct impact on the growth of flake graphite, which serves as an irreplaceable raw material
for each of these products.
Madagascar Graphite Projects
The Group owns and has developed the Vatomina and Sahamamy flake graphite mining projects in Madagascar.
Annual production was 2,964 Mt for the year to 31 March 2026 from just the Vatomina mine (2025: 2,169 Mt, 2024: 7,096 Mt). In the six
months between 1 April and 30 September 2025, the Vatomina operation produced 2,395 Mt (equivalent period in 2024: 915 Mt). Operations
were suspended in mid September 2025 and largely remained suspended pending the planned programme of improvements, and funding to
implement that, until March 2026.
Page 6
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Sahamamy operations and development
The 18,000tpa capacity operation at Sahamamy had been commissioned in February 2023. However, owing to poor mine planning and not
being able to identify higher grade ore zones, and the unprofitable low level of operations, the Sahamamy project was placed on care and
maintenance by April 2024, from which point it has remained, including during the year to 31 March 2026.
Some of the process equipment from the Sahamamy facility has now been taken for use in the Vatomina operation, to increase the
throughput capacity there, as part of the implementation of the turnaround strategy implemented by the new management over the course of
2025. This included the relocation of two pre-concentration units (“PCUs”) from Sahamamy to increase ore treatment and production
capacity at the Vatomina project, one ball mill, a flotation cell and centrifuge, as well as a large graphite dryer unit, which will therefore all
require replacement for a future Sahamamy resumption of production.
As noted in the prospectus issued in March 2026 applications for three additional licences around the Sahamamy Project have been
submitted, acknowledged, and are pending review and a decision on approval with the mining ministry (BCMM):
Permit no. 37407- Vohitranivona (7.03sq km)
Permit no. 37414- Sahamamy (0.78sq km)
Permit no. 37413- Sahamamy (1.17 sq km)
Preliminary reconnaissance of these permits indicates the potential for high grades in quality and resources of graphite. The Group hopes to
commence re-activation and re-development works at Sahamamy in 2026, although this will likely require additional sources of finance
and/or a joint venture partner to be introduced to the project to ensure that adequate funding is available.
Vatomina Operations & Development
At the start of the period the Vatomina project had production facilities with a theoretical 12,000tpa capacity. During the operational
turnaround, involving the commencement of large scale re-orientation of the Vatomina project’s mining areas and processing
pre-concentration units, the project operated intermittently during the year to 31 March 2026. Vatomina’s production capacity was
significantly under-utilised as it could not be operated with a positive operating margin. Issues stemmed from poor governance for most of
the period up until the end of 2024, with minimal exploration having taken place since 2020, and negligible formal mine planning practices
were carried out, leading to poor identification of adequate grade ore zones for mining and poor quality ore fed into the process plant.
Degraded and poorly maintained tailings storage facilities and the low operational effectiveness of plant and equipment resulted in the
intermittent pumping of graphite concentrate from PCUs to the final concentration unit (“FCU”). The primary tailings facilities had to be
regularly cleaned manually utilising mining equipment. Significant spare part shortages persisted throughout the period due to the financial
position of the Group and long lead times in some instances. During the year, supply chains have were reconfigured to new suppliers.
Additionally, the mining fleet could not be maintained at an optimal operating level and experienced frequent breakdowns because of spare
parts being unavailable.
New management advanced an improvement programme during the year, including reconfiguration of the PCU setup on the project, to
upgrade the mining and processing capacity of the project to 18,000tpa. Key deliverables and steps taken in 2025 and early 2026 to drive the
operational improvement include:
● Mine planning drilling was initiated in order to better identify higher grade ore for mining in suitable mineralised areas.
● Grinding media and liners in ball mills were identified as inappropriate and the decision taken to change to a more efficient type to
improve performance of the ball mills, increase recoveries and reduce power drawn.
● Additional articulated dump trucks ("ADTs") were leased, and added to the mining fleet to optimise the mine development through more
efficient overburden stripping and transportation of ore to the PCUs.
● A new mining area, named “BK6”, was developed and commissioned following the construction of a 2.5km road and removal of
overburden material after March 2025. This area demonstrates shallow mineralisation and has graphite grades of around 3-4%. However,
deeper zones at BK6 showed higher clay content and that will require installation of vibratory screens to enhance the separation process at
the PCUs, in order to achieve desired product quality.
● Two PCUs were relocated from the Sahamamy project to the BK6 pit referred to above, and installation and commissioning of these units,
PCU3, and PCU4, was completed in June and August 2025, respectively, following the construction of slurry and water pumping systems
and the necessary tailings storage facilities.
● A larger 3.5tph dryer transferred from Sahamamy was installed and commissioning was completed in the last quarter of the year. This adds
to the previously existing dryer at the FCU and raises drying capacity to 4.5tph.
● Changes were made in production planning, logistics and shipment scheduling.
● Procurement and supply chain management procedures were introduced to support timely availability of spare parts and consumables on
site to support continuous uninterrupted production.
Production levels varied during the period, impacted significantly by adverse weather and periods of continuous heavy rainfall with
operations being suspended in September 2025 until the operation restarted post fundraise at the end of March 2026.
Page 7
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Key operating results from Madagascar Operations:
Particulars Unit 2026 2025
Total production Mt 2,964 2,169
Mining & Processing costs £'000 1,050 693
Human resources costs £'000 323 331
Logistics utilities & plant admin costs £'000 797 554
(Increase)/decrease in inventory £'000 (63) 700
Total costs of production for units sold (excluding depreciation) £'000 2,107 2,278
Cost per Mt of production (units sold excluding depreciation) £ 779 1,017
Total sales volume Mt 2,706 2,240
Total revenues £'000 1,665 1,575
Average selling price per Mt of production US$/£ per Mt 829/615 899/703
Key takeaways from the operating results above for the year ended 31 March 2026 can be summarised below:
● Total production during the year increased by 37%;
● Realised average selling price per tonne of graphite sold was £615 per tonne (2025: £703 per tonne).based on revenues received of £1,665
million (2025: £1.575 million).
● The operating margins for the year, even before depreciation, were negative, with high unit cost, principally due to the intermittent and low
levels of production, combined with significant fixed or semi-fixed costs.
Vatomina Production ramp-up challenges and remediation
Since Vatomina mining operations restarted in February 2025, the Group witnessed a number of challenges with the mine plan, mining
equipment, facilities and infrastructure available, as well as adverse weather, which impacted and delayed the planned ramp up of production
during the period. Whilst this led the Company to miss its targeted production rates for 2026, the plan outlined below provides renewed
support for the planned ramp up.
Adverse weather, with high rainfall levels this year, delayed relocation and installation of PCUs and the larger dryer from Sahamamy, as well
as making mine roads impassable at times. A total of 48 mining days were lost to weather conditions from May to August 2025. The wet
conditions demonstrated that the fleet of mining vehicles was in poor condition, leading to numerous breakdowns, but also insufficient in
total capacity to sustaining ore feed at the required levels. The lack of a proper life of mine plan, supported by drilling data and an up to date
geological model, has led to ore grade mined over years being below the 3% target level. The Company is seeking to address this through a
phased drilling and mine planning programe.
Additionally the Company has bought in mining and geological speccialist support to identify more efficient and effective mining methods.
On the processing front, unplanned downtime due to non-availability of spare parts, sub-optimal performance of ball mills, poor classifier
performance due to regular shaft cracking, plus insufficient drying capacity together all reduced volumes processed and impacted the
consistency of the final product grade quality.
The Group therefore embarked on a further series of remediation steps from the end of August 2025 to address each of the above issues,
including:
○ flattening and re-profiling of three mine haul roads with routes to be further optimised to reduce tramming distances and render the roads
more usable during the rainy season;
○ additional excavators leased with 60% greater capacity than the existing mine excavators;
○ shipments to restock spares and equipment inventory;
○ replacing slurry and water pumps with larger units;
○ monitoring the efficiency of grinding media, adjusting level as necessary;
○ having mineralogical and flotation tests conducted on high clay ore; and
○ adjusting flotation reagent and sodium silicate dosing rates based on test work results.
Page 8
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Mozambique projects
The Mozambique portfolio consists of two graphite projects. The Montepuez project, consisting of two deposits, Elephant and Buffalo, is
located in Cabo Delgado province in Northern Mozambique. The project has permits in place to build a 100,000tpa graphite operation and
some of the required construction has already been undertaken. The Balama Central project is a pre-feasibility study stage with most permits
in place for a 58,000tpa operation.
The two graphite projects have mineral resources of over 152 million tonnes at 8.5% total graphite content (“TGC”). The Mozambique
projects complement the Group’s predominantly large and medium flake graphite output from its Madagascan operations by providing a
large resource of anode-suitable smaller flake material for future supply to energy transition market segments.
At Montepuez, there is already a 100-person accommodation camp, a significant tailings storage facility constructed and road and culvert
infrastructure in place. A mobile crusher is available at the site as well, with sufficient capacity to meet the ore feed for a 30,000-50,000
tonnes per annum processing facility that is being considered as the first stage of development for the project.
At present both projects are in force majeure due to insurgencies in the Cabo Delgado province of the country, although the
insurgency-related security issues have not directly impacted the project facilities.
The security situation has showed signs of improvements following governmental and international intervention, with other certain
commercial groups operating more consistently and re-committing themselves to the development of large-scale projects in the region. The
situation has meant that further work on the projects have been on hold. However the Group plans to restart work through updates to the
feasability studies including site-visits and preparatory work for development, ahead of a final investment decision being taken for
construction.
During May 2026 the Company's local team together with local auditors visited the site to assess the current status ahead of appointung
consultants to update the DFS.
Both of the projects have potential for further exploration and resource expansion thereby increasing the life of mines and possible
production levels.
Statement of Resources
The below table presents the Mineral Resources of the Total Graphite Group’s Mineral Assets as of 30 September 2025, reported in
accordance with the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves, the JORC Code, 2012
Edition (“JORC”).
The figures are extracted from a Competent Persons’ Report including updated Mineral Resources Estimates of the Group’s projects with the
effective date of 30 September 2025 provided by SRK Mining Services (India) Private Limited (“SRK”).
Mineral Resources Statement for Total Graphite’s Mineral Assets, 30
September 2025
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Vatomina Measured - - -
Indicated 1.6 3.8 60
Sub-total 1.6 3.8 60
Inferred 4.4 3.8 170
Total resources 6.0 3.8 230
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Sahamamy Measured - - -
Indicated 1.2 4.0 50
Sub-total 1.2 4.0 50
Inferred 5.2 4.3 220
Total resources 6.4 4.2 270
Page 9
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Elephant (Montepuez) Measured 5.3 8.3 440
Indicated 29.6 8.1 2,400
Sub-total 34.9 8.1 2,840
Inferred 33.9 6.8 2,310
Total resources 68.8 7.5 5,150
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Buffalo (Montepuez0 Measured 5.5 9.0 500
Indicated 16.5 10.3 1,700
Sub-total 22.0 10.0 2,200
Inferred 19.7 8.9 1,750
Total resources 41.7 9.5 3,950
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Balama Central Measured - - -
Indicated 50.1 7.7 3,860
Sub-total 50.1 7.7 3,860
Inferred 7.8 9.0 700
Total resources 57.9 7.9 4,560
Deposit
Resource
classification
Tonnes (Mt) Grade (% TGC) Contained Graphite (Kt)
Group Total Measured 11.0 8.7 940
Indicated 99.0 8.2 8,070
Sub-total 110.0 8.2 9,010
Inferred 71.0 7.3 5,150
Total resources 181.0 7.8 14,160
Madagascar Resources
As of 30 September 2025, the combined Madagascar Mineral Resources of Sahamamy and Vatomina are estimated to be 12.40 Mt of
material, with average grading 4.0% TGC. The net change in the Mineral Resources when compared to 31 March 2020, the effective date of
the previously compiled Competent Persons Report for the projects, is a tonnage decrease of 13.1 Mt and an absolute grade decrease of 0.4%
TGC. These changes are due to depletion of about 1.90 Mt of mineralised material, change in the geological model, and changed economic
assumptions for the conceptual open pit to define the Mineral Resources. SRK commented that the change for the inferred category resulted
in volumes being downgraded to unclassified category, owing to the failed reconciliation, data quality and non-adherence with the protocols
and standards required for Public Reports, as the term is defined in the JORC Code, in recent years. This is principally due to poor quality
data and reconciliation procedures in recent years under the previous leadership of the Group. We intend to professionalise the collection and
analysis of geological data to follow JORC standards, as well as undertake further exploration in due course, which we anticipate may permit
certain volumes to be re- classified again.
As of 30 September 2025, Vatomina Mineral Resources are estimated to be 6.0 Mt of material, grading 3.8% TGC, considering a 2% TGC
cut-off grade. The net change in the Mineral Resources when compared to 31 March 2020 is a tonnage decrease of 12.2 Mt and an absolute
grade decrease of 0.80% TGC. These changes are due to depletion of about 0.9 Mt of mineralised material, change in the geological model
and the changed economic assumption for the conceptual open pit to define the Mineral Resources.
As of 30 September 2025, Sahamamy Mineral Resources are estimated to be 6.4 Mt of material, grading 4.2% TGC, considering a 2% TGC
cut-off grade. The net change in the Mineral Resources when compared to 31 March 2020 is a tonnage decrease of 0.7 Mt and an absolute
grade decrease of 0.0% TGC. These changes are due to depletion of about 1.0 Mt of mineralised material and the changed economic
assumption for the conceptual open pit to define the Mineral Resources.
Page 10
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
The following notes apply to the Mineral Resource statements:
● The statements above have been classified in accordance with the Definitions and Guidelines specified in The Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (the JORC Code) by Mr Shameek Chattopadhyay
(MAusIMM), a Director and Principal Consultant Resource Geology at SRK who is a Competent Person as is defined by the JORC Code,
and who has consented to the release of this data and reference to them as a Competent Person.
● Mineral Resources are reported with reasonable prospects for eventual economic extraction, by applying appropriate technical and
economic assumptions.
● Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal
content.
● Tonnages are reported in metric units, grades in percent graphitic carbon (TGC%) and grades are rounded appropriately.
● Mineral Resources are not Ore Reserves and do not have demonstrated economic viability, nor have any mining modifying factors been
applied.
● The Mineral Resource Estimate was constrained by the lithological wireframes, and a conceptual pit shell defined by the following
assumptions: Graphite Concentrate price of US$ 950/t; overall slope angles of 30 degrees; a mining recovery of 95%; a mining dilution of
5%; a base case mining cost of US$ 1.5/t of ore; dry processing cost US$ 6.6/t of ore, and 5% mass yield; without considering revenues from
other elements.
Madagascar Exploration Targets
At Vatomina, SRK estimates an Exploration Target of about 18-20 Mt of graphite mineralisation with an average grade ranging between
4-5% TGC. The potential quantity and grades reported as exploration targets are in addition to the already reported Mineral Resources. These
exploration estimates are based on the geological models and mapping and auger drilling results, which have been provided by the Company.
The potential quantity and grade are conceptual in nature; there has been insufficient exploration to estimate a Mineral Resource and it is
uncertain if further exploration will result in the estimation of a Mineral Resource. This includes about 10.5Mt of the previously reported
Inferred Mineral Resources, which has not been considered for the reporting of Mineral Resources in 2025, owing to the failed
reconciliation, poor data quality and non-adherence with the protocols and standards, as noted above.
At Sahamamy, as of 30 September 2025, in addition to the areas where Mineral Resources have been reported, a conceptual geological
model has been prepared based on auger drilling and geological mapping. SRK has reviewed this model and based on this estimates the
Exploration Target of about 3-5 Mt of graphite mineralisation with an average grade ranging between 4-5% TGC.
The potential quantity and grades reported herein, are in addition to the already reported Mineral Resources. These estimates are based on the
conceptual geological models based on the geological mapping and auger drilling results, which have been furnished by Tirupati for review.
The potential quantity and grade are conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource and that
it is uncertain if further exploration will result in the estimation of a Mineral Resource.
Page 11
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
Location map of projects in Mozambique
Mozambique
Montepuez
As of 30 September 2025, SRK’s resource estimates for the Elephant and Buffalo deposits of the Montepuez project, total 110.5 Mt at 8.3%
TGC for 9.1 Mt of contained graphite, including 56.9 Mt of Measured and Indicated Mineral Resources at 8.8% TGC for 5.0 Mt of contained
graphite. The Mineral Resource uses a 2.5% TGC cut-off grade, constrained by geological wireframes and an optimised pit shell based on a
USD 800/t concentrate price.
The following table summarises the Mineral Resource Statement for the Buffalo deposit of the Montepuez project, as of 30 September 2025
considering 2.5% TGC cut-off grade.
Montepuez Graphite Project, Buffalo Deposit Mineral Resource, 30 September 2025
Resource classification Material Tonnes (Mt) Grade (% TGC)
Measured Primary 2.1 9.20
Measured Weathered 3.4 8.80
Indicated Primary 16.3 10.40
Indicated Weathered 0.2 7.70
Inferred Primary 19.6 8.90
Inferred Weathered 0.1 8.30
Total mineral resources 41.7 9.50
Page 12
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Business review (continued)
The following table summarises the Mineral Resource Statement for the Elephant deposit of the Montepuez project, as of 30 September 2025
considering 2.5% TGC cut-off grade.
Montepuez Graphite Project, Elephant Deposit Mineral Resource, 30 September
2025
Resource classification Material Tonnes (Mt) Grade (% TGC)
Measured Primary 2.7 8.30
Measured Weathered 2.6 8.30
Indicated Primary 29.3 8.20
Indicated Weathered 0.3 5.90
Inferred Primary 30.3 6.90
Inferred Weathered 3.6 6.20
Total mineral resources 68.8 7.50
Balama Central
The following table summarises the Mineral Resource Statement for the Balama Central project as of 30 September 2025 considering 2.5%
TGC cut-off grade.
Balama Central Deposit Mineral Resource, 30 September 2025
Resource classification Material Tonnes (Mt) Grade (% TGC)
Measured Primary - -
Measured Weathered - -
Indicated Primary 39.3 7.60
Indicated Weathered 10.8 8.10
Inferred Primary 5.9 8.90
Inferred Weathered 1.9 9.20
Total mineral resources 57.9 7.90
Page 13
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Financial performance
Key operating results from operations:
Particulars 2026 2025
Annual sales £'000 1,665 1,575
Total sales volume Mt 2,706 2,240
Annual production Mt 2,964 2,169
Total cost of production £/Mt 779 1,017
Average selling price US$/£ per Mt 829/615 899/703
Borrowings £'000 2,154 4,961
The Company has again performed relatively well given the difficult trading conditions which has been hampered by lack of funds during the
year. Only one site was in operation in the year under review at Vatomina which produced 2,964Mt for five and a half months until mid
September 2025. This is well below its enhanced productive capacity of 18,000Mt per annum.
Since March 2026 with the injection of new finance and reconfiguration of existing loans the plant was re-opened in March 2026.
Annual production was above that of last year at 2,964Mt (2025: 2,169Mt), as were the annual sales at 2,706Mt (2025: 2,240Mt). However
due to the reduction in the US$ dollar price that was achievable per million tonnes dropping to an average of US$829 (2025: US$899), the
sales value only increased by £90,000. The price of graphite has seen a decrease in recent times due to oversupply and the use of synthetic
products from China, however the underlying demand remains strong.
Despite the low and intermittent production the Company has controlled its costs of production which have reduced from £1,017 per Mt in
2025 to £779 per Mt. As a result the Company is currently showing a gross loss of £442,000 (2025: £703,000) excluding depreciation as the
cost exceeds the current selling price.
Although cost remains above the achieved sales price, the cost per million tonnes is expected to decrease as a number of the costs are largely
fixed in nature and as production ramps up the average cost of production is expected to fall, moving the Company into gross profit.
Administrative costs have remained in line with 2025 at £3.5 million. The principal expenses were as follows:
• Management salaries £1.0 million (2025: £0.7 million). During the year the salaries have increased due to management reorganisations.
• Professional fees and services, have increased from £448,000 to £1,035,000, due to the increased use of external resources in the period.
• In the prior period provisions were made of £499,000, principally for amounts due from firms related to the former Directors of the
Company. No further provisions were made in 2026 and the situation remains unresolved.
The overall level of debt as of the end of 2026 stood at £2.2 million (2025: £5.0 million), with overall gearing reducing significantly. The
reduction has been achieved by a restructuring of debt to equity and the raising of additional funds from a placing which was completed in
March 2026. A combination of these two factors enabled the Company to reduce its debt significantly by £2.8 million as reported at 31
March 2026.
T Hill
Chief Financial Officer
30 July 2026
Page 14
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Our strategy and business model
Our strategy and business model
Our business model strategy consist principally of two elements to continue to grow and expand our base operations in Madagascar and
Mozambique, and to add value by generating linked revenue streams. In addition to the above, the Company is always evaluating other
projects and opportunities to complement existing operations with potential acquisitions and joint ventures.
Total Graphite plans to operate a vertically integrated mine-to-materials business model, pairing primary extraction in Madagascar and
Mozambique with downstream trading and processing. The strategy bridges natural flake mining with the energy transition specifically
targeting electric vehicle (EV) battery anodes.
The core principles of the business strategy operate across three key revenue and supply streams as follows:
• Upstream Mining: Total Graphite extracts natural flake graphite at its Vatomina project in Madagascar, producing up to 97% Carbon purity,
and has a 18,000tpa capacity. It is continuing to develop its other site in Madagascar and its sites in Mozambique subject to further funding
and the resolution of political unrest in Mozambique which has resulted in operations in Mozambique being suspended. The Company is
actively seeking to raise further funds and with the unrest in Mozambique easing are hopeful that operations will commence in the near term.
• Value-Added Materials Trading: The Company is planning to expand operations in a downstream trading business for speciality graphite
materials, business that supplies downstream processed products, such as battery anode materials, expandable graphite, and colloidal
graphite. This allows them to generate near-term cash flow without building heavy refining plants.
• Future Downstream Integration: Trading provides the market insights and customer base required to transition raw flake graphite into
advanced specialty forms like spherical, expandable, and ultra-high-purity graphite for global energy markets. The trading arm helps the
Company establish deep customer relationships and product qualifications. Ultimately, Total Graphite aims to supply these downstream
production lines using its own natural flake graphite, bridging the gap from mine to end-user.
Page 15
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Principal risks and uncertainties
This section describes the principal risks and uncertainties of the Group’s business. The Board is committed to implementing a proper risk
identification and review process, including both “bottom-up” risk analysis from the operating subsidiaries and “top-down” consideration
from the Board and management.
Capital and funding risk
Risk/Uncertainty
As set out in the business review the Company's strategy and plans will require additional funds to be raised.
There can be no guarantee that the Company will be successful in raising new finance. Access to capital may also depend on market
conditions.
Mitigation
The Company is in advanced discussions with a number of potential counterparties and is expects that the necessary funding will be available
within the required timeframe.
Competition risk
Risk/Uncertainty
There can be potential threats from process innovation that may make competitors equally or more cost competitive. Production growth of
synthetic graphite could impact negatively on prices of natural flake graphite. Development of new battery chemistries or new technological
breakthroughs in industrial end-user markets could impact global natural flake graphite demand.
Mitigation
Efforts to increase volume and find unit cost reductions from the Company's current producing Madagascar location and planned production
in Mozambique are aimed to operate on a low-cost basis to support and build market share.
Natural flake graphite is forecast to remain a significant component of electric vehicle batteries across different chemistries. The Company is
also serving an increased diversity of industrial markets and evaluating downstream product production capabilities in order to broaden its
markets.
Availability of utilities: power and water resources
Risk/Uncertainty
There is no grid power availability at the locations of the Group’s projects and we rely on our own sources for power generation for the
round-the-clock operations. Breakdowns in generation sets may adversely affect production. The consequences of conflict in the middle east
and heightened international oil prices results in increased costs for the Vatomina operation with local diesel prices rising, although
remaining readily available.
Surface water is used for process water requirements. Insufficient water availability may impact the processing plants. There is also a risk of
contamination from the projects’ tailing storage facilities (“TSF”) and contamination from the Final Concentration Units (“FCU”).
Mitigation
The Group has set up diesel power generation units across various electrical consumption points and intends to strengthen its set of backup
power generation units to mitigate any production loss from generator breakdowns, as well as continue to develop it hydro power facilities.
Recycling of water resources is extensively used in Vatomina.
The Group drilled and established a number of bore wells for the communities around its projects, ensuring greater access to safe and clean
drinking water through the provision of various sources and monitoring of storage and production facility integrity to detect and remedy any
leaks that may occur.
Measures are in place to regularly raise the TSF walls and maintain diversion channels from the FCU.
Page 16
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Principal risks and uncertainties (continued)
Standing of Concession Agreements
Risk/Uncertainty
The Company is bound by obligations under all licences and permits it holds at the subsidiary level for it projects and concessions. Failure to
meet those obligations can risk our ownership and ability to operate within those projects and concessions.
Failure to meet obligations can extend to include but are not limited to late or missed taxation payments, project delivery delays, social and
local governance disruptions. The Mozambique projects are required to progress to production within a defined timeframe. Failure to do so,
unless due to force majeure declarations, may impact the Company's ability to hold the concessions.
Mitigation
The management of the Company utilises a communication strategy so that all pertinent obligations under all of its projects’ licences and
permits at its various concessions are understood so that they can be constantly monitored for compliance. The restructured management
enables it to better understand and meet financial-based obligations across the jurisdictions that host its projects.
Adverse Weather Conditions
Risk/Uncertainty
The Company faced adverse weather during the period which resulted in it being necessary to pause mining operations while waiting for
water to recede, mine road conditions to improve and in the interests of health and safety. The Company may face production losses due to
such adverse weather conditions in the future.
Mitigation
Infrastructure improvements have been made during 2026 and further improvements are planned. Additional mining equipment should
permit the build-up of ore stockpiles to reduce the impact of mining interruptions due to rainfall. The implementation of the split processing
flowsheet into two parts by the introduction of pre-concentration units near the mine that pump initially processed material to the final
concentrate units, means the Company reduces road-dependent, transportation.
Climate change and related risks
Risk/uncertainty
Climate change may cause an increase in frequency of adverse weather events and unforeseen disruptions to parts of the Company’s supply
chains as well as at the location of various customers beyond the Company’s control, that could impact graphite demand and/or the ability of
the Company to make sales.
Requirements to reduce carbon emissions may require changes in fuel consumption for power generation and enhanced reporting measures in
line with legislation which could lead to increased costs.
Mitigation
Climate change mitigation is a major driver of the Company’s mission with demand for graphite growing significantly from the electric
vehicle and battery storage sectors forecast to continue to grow significantly, therefore representing an opportunity for the Company to be
part of the solution and global mitigation response.
At the project level the Company has initiated work to reduce its long term consumption of fossil fuels with the potential use of an existing
hydropower plant in Madagascar that has potential to grow in capacity, and is actively assessing solar power options. The Company will
consider further measures for increased deployment of renewable energy across its projects to target reduced carbon emissions and reduced
costs over the longer term, as well as to align with legislative and industry guidance.
Geological risks
Risk/uncertainty
Geological risks relate to the grade of ore being mined and potential impurities encountered in under-explored areas of the concessions, as
well as the extent of ore deposits. The targetted project head grade at TGC in Madagascar is c.3% which varied during the period as different
grades of ore were intercepted.
Mitigation
The Group is currently carrying out a drill programme at Vatomina with the objective of increasing geological understanding to support a
robust mining plan going forward. It plans to employ grade control drilling and develop and maintain updated and independently verified
mineral resource estimates, as well as using external experts where required, and establish detailed mine plans to promote the mining of
economic grades of graphite across its concessions.
Page 17
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Principal risks and uncertainties (continued)
Supply chain
Risk/uncertainty
The current operations are located in lesser developed areas with limited availability of spares, reagents and consumables.
Mitigation
The Company has increased the inventory of required spares, consumables and reagents required to keep the plant operating optimally. Over
the course of 2025 and 2026 the Company’s suppliers were reconfigured away from related parties of previous directors and new suppliers
were sourced.
Customer specification and product quality risks
Risk/uncertainty
There is demand from customers for higher grade, specialist flake products that the Company can produce and sell. This requires consistent
production performance to meet market demand. Specific requirements of various customers mean that produced and shipped flake graphite
must align with the characteristics demanded by customers for their commercial end use. This requires stringent quality analysis.
Mitigation
To ensure the grade and quality specification expectations of our customers are met, we use advanced analytics and quality control systems
and equipment in on-site laboratories.
Volatility of Commodity Prices
Risk/uncertainty
The prices and demand for the Company’s products may remain volatile/uncertain and could be influenced by global economic conditions.
Volatility in commodity prices and demand may adversely affect earnings, cash flow and reserves.
Mitigation
The Company has a wide range of customers with different end-applications.
Environmental
Risk/uncertainty
The Group’s current principal activities in Madagascar involve ore mining and its processing that are expected to have an impact on the
environment, while the development of the Company’s Mozambique graphite projects are expected to have similar impacts. Land and
vegetation is disrupted as a result of mining activities and particularly in cases of advanced exploration or mine development proceeds,
production sites and plants. Its activities are or will be subject to in-country national and local laws and regulations regarding environmental
hazards. Air pollution takes place from the burning of fossil fuels for powering vehicles and equipment used in the production of graphite.
Pollution of waterways and soil around the projects can take place at tailing dams and similar infrastructure if not monitored and maintained
sufficiently.
Mitigation
The Group conducts thorough environmental impact assessments before starting projects to identify potential environmental risks and
develop mitigation strategies. However the Directors acknowledge that an updated comprehensive review of the rehabilitation obligations
including an external review and quantification of the Group's potential rehabilitation obligations is required. The Group continuously
engages in measures related to environmental improvements. Water Management: Implementing closed-loop water circuits and advanced
filtration systems to recycle and treat wastewater, minimising water consumption and preventing contamination of local water resources.
Land Reclamation: Restoring mined land to its natural state or repurposing it for agriculture or recreation through soil restoration,
reforestation, and creating artificial lakes. Community Engagement and Development: Working closely with local communities, addressing
their needs, and ensuring mining activities provide economic and social benefits.
The Group seeks to grow its renewable energy power generation capabilities in order to reduce reliance on fossil fuels and mitigate its
environmental footprint.
Health. safety and environmental issues
Risks/uncertainty
The Group’s mining and processing operations involve the risk of personal injury as a result of the activities conducted at its project sites.
Mitigation
All members of staff at project site locations are briefed on health and safety considerations and provided with a standard level of first aid
training.
Page 18
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Principal risks and uncertainties (continued)
Geopolitical, Regulatory and Sovereign risk
Risk/uncertainty
The primary flake graphite projects are located in Madagascar and Mozambique, which are therefore subject to risks associated with
operating in a foreign jurisdiction and compliance obligations. Mozambique experienced safety and security issues that started in 2020
following an insurgency. Security concerns have continued to some extent. Our projects in Mozambique are in force majeure following
disruptions caused by the insurgency in Northern Mozambique and more recent political unrest, with a risk this continues.
Mitigation
Madagascar has a mining code that promotes security of tenure by providing mining permits that extend for up to 40 years in length from the
date of issue that are renewable at the permit holder’s choice, and has been a stable jurisdiction in the Company’s experience since 2017,
with no history of any disruptions to operations by any previous national or local governments with which we consider that we hold good
relationships.
In Mozambique, the Group maintains a dialogue with the relevant authorities regarding the security situation and status of the projects.
Page 19
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Non-financial and sustainability information statement
As required by The Companies (strategic report) (climate related financial disclosure) Regulations 2022 (CFD), and the listing rule UKLR
6.6.6R, the Company's actions have been mapped against the recommendations as developed by the task force on climate-related financial
disclosures (TCFD).
The report focuses on the two trading subsidiaries based in Madagascar as operations in Mozambique are currently suspended, these are
included within the consolidated accounts of the parent. The parent is not material to consider under CFD and TCFD as it operates as an
administrative hub managing the trades of the subsidiaries and there is little impact from climate change.
As part of the review the Company has considered the overall risks and opportunities arising from the impacts of climate change. The mining
industry is highly dependent on physical conditions to be able to operate effectively, and as such, future variations in weather patterns
globally with climate change will increase vulnerability to operational and supply chain disruptions. Machinery used for mining, processing
and transportation is also highly reliant on fossil fuels as a source of energy, making the industry carbon intensive and highly exposed to risk
of change and adaption to new working practices.
The Company has been operating in extreme climatic conditions due to the location of the subsidiary companies and has adapted its
procedures to those, but it is in the process of assessing further changes that may occur that would negatively impact the operations of the
Company.
The climate change disclosures fall under four thematic pillars, governance, strategy, risk management, and metrics and targets. The
Company has mapped its compliance with the recommendations below, and its future plans to enhance its compliance and reporting in each
area in order to manage potential risks for the business.
The Company is in the process of developing a fuller understanding of the emerging and changing effects that climate change may have on
the Company. Currently, there is no formal process in place yet for the Board of Directors to monitor and oversee progress against
Greenhouse Gas (GHG) emissions and climate goals and targets. This governance process will be established once the GHG and climate
related targets have been set, and monitoring, governance and reporting programs have been established. The Company is aiming to establish
its metrics and targets to fully comply with the requirements of CFD and TCFD during 2026/27.
The Company has not complied in all respects with the disclosures under the CFD, TCFD regulations and accounting standards in particular
those relating to stress testing of the resilience of the Company to a change in climatic conditions from a base level of 1.5c, setting of specific
metrics and targets in relation to monitoring of the effects of climate change on the Company performance, and disclosure of GHG
emissions.
Governance
To date, the Board has exercised oversight of climate-related risks and strategies. The Board has seen a number of changes in the past two
years and with a more settled structure, the Board will review whether or when it may be effective to establish a separate Sustainability
Committee or to delegate certain risk-related matters to the Audit Committee.
Strategy
The Group’s business model and strategy are heavily influenced by expectation that demand for flake graphite will increase significantly in
large part due to factors driven by the energy transition agenda, including growth forecasts for electric vehicles and the need for increased
energy storage capacity globally.
While emissions and the climate impact of the Group’s own operations have the potential to grow as the operations develop further, the
Group has certain strategies to mitigate and reduce potential impacts. These include expansion of existing renewable energy sources such as
hydroelectric, and others, to reduce the long term requirement of fossil fuel requirements for power generation.
Improving the quality of tailings management systems will also be a continued significant factor for management to evolve as production
grows across the Group’s projects, as will the safe and appropriate rehabilitation of land on an ongoing basis and for end of mine purposes.
Although the Company is at an early stage in its development of it's climate change policies, the development of which has been affected by
the current lack of funding and partial closure of operations, it is looking to set broad targets for the reduction of its emmssions. Based on the
guidance provided by the Intergovernmental Panel on Climate Change (IPCC) and other government bodies the Company is looking to adopt
and develop short term goal based on a time framce of up to five years, and meduim term targets for a period of from five to ten years.
The principal short term risks, as identified by management, relate to physical risks as detailed below, these are assessed to become more
extreme. However the Company already operates in a challenging environment and has a number of strategies to already in place which need
to be reviewed and refined. In order to move to a more environmentally friendly extractive business model, the Company is aiming to use
more renewable energy resources. The Company will explore the opportunity to decrease costs to the Company, by the use of more efficient
technologies in conjuction with accessing goveernment grants..
Page 20
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Non-financial and sustainability information statement (continued)
Risk Management
As stated the Company opersates in a challenging environment and the key risks as noted below have been known for a number of years, but
the issues are envisaged to increase in scale and incidence. The Board has recently been reorganised and will be looking to appoint a
committee to oversee and monitor in a structured way the key risks as they evolve and processes to be put in place to monitor and mitigate
the issues that will arise.
In terms of quantifying risks the Company will assess each risk based on the potential cost/benefit to the Company. The cost is based
judgementally on the estimated impact, for example closure of the mine or benefits from cost savings that may be made from introducing
new working practices or equipment. The transitional risks together with the physical factors such as those noted below are deemed as more
important in the assessment process. The risks and opportunities are assessed at board level as part of the overall strategy for the Company.
Physical risks
The risks identified below are both seen as shorter term risks
• Availability and use of surface water for graphite processing is an essential requirement and so a potential shortfall of its availability is
identified as a risk of reduced operational and financial performance. Water use is continuously measured and availability is monitored.
Creation of additional water storage and transportation facilities is also an ongoing action item as a result to track and supply operations
suitably.
• Higher rainfall levels could cause more disruption to operations. Road and project infrastructure are evaluated for integrity and safety to
ensure they are suitable for use. Mitigation measures have involved the introduction of processing at the mine-pit head and slurry-pumping
systems directed towards the main processing units to reduce reliance of vehicles on roads, and the stockpiling of mined ore is intended to
insulate operations during periods of adverse weather.
Transitional risks
For the risks and opportunities identified below it is uncertain as to the exact financial effect or the time scale in relation to various risk
factors identified, but they are currently determined as a medium terms risk being in excess of 3 years.
• The regulations in the country may change, which results in additional administrative costs and also impacts future production and costs.
The Company may benefit from the use of government grants, incentives and support to switch to low carbon equipment. The companies
based abroad may have tighter regulations to adhere to over time. In terms of strategy the Company will aim to move to more carbon neutral
energy platforms and purchase more environmentally friendly machinery as access to capital allows.
• Increased reporting requirements, the use of resources internally and possibly externally to meet reporting requirements. There would be
greater awareness of the challenges facing the Company and the wider community with regard to climate change. There could also be
reputational damage if the Company is not seen to be acting responsibly. The Company could be at risk to climate-related legal action,
reputational issues (social licence to operate) and investor risk which could materialise as increased costs, longer permitting delays, higher
interest loans, or reduced access to capital. As noted above the Company is placing a greater priority on this aspect, and will liaise with
external consultants as required. This is seen as a shorter term risk and the Company will be looking at refining its policies in 2026/2027.
Metrics and Targets
The Group will target to reduce the energy intensity of its own operations over time, but has not so far set any targets in relation to the
reduction in emissions at present. As part of its normal commercial operations it does monitor diesel/energy usage and will look to introduce
a more comprehensive set of sustainability metrics across areas such as:
● Diesel, LPG and overall energy usage, in aggregate and in relation to production volumes;
● Restoration activities completed, and obligations created;
● Water quality measures; and
● Use of by-product clay-based impurities and sand for constructive purposes.
The Company is in the process of refining the data already being collected from production in order to prepare the necessary reports going
forward in order to provide metrics and monitor progress towards its climate related targets.
Greenhouse Gas Emissions
Due to the historic challenges as a result of the lack of information available, as more fully explained note 26, the Company did not have in
place the necessary sytems and procedures to gather sufficient relevant and reliable information in order to comply with the requirements in
relation to the reporting of Greenhouse gas (GHG) emissions.
The Company is in the process of putting procedures in place in order to comply with the Streamlined Energy and Carbon Reporting (SECR)
regulations. The relevant disclosures will be included in the 2027 Annual Report.
Page 21
Total Graphite Plc
Strategic Report for the Year Ended 31 March 2026 (continued)
Directors' Section 172 statement
Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006.
Section 172 (1) of the Companies Act obliges the directors to promote the success of the Company for the benefit of the Company’s
members as a whole.
The Act requires that the directors act in good faith when promoting the success of the Company and in doing so, have regard (amongst other
things) to:
a) the likely consequences of any decision in the long term;
b) the interests of the Company’s employees;
c) the need to foster the Company’s business relationship with suppliers, customers and others;
d) the impact of the Company’s operations on the community and environment;
e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly as between members of the Company.
The success of the Company is dependent on the success of its Group, including its operating subsidiaries. Accordingly, where appropriate,
the description in this section relates to the Group as a whole.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to become a multi-project producer and
developer of the critical mineral, natural flake graphite.
Decision-making
Key decisions taken by the directors during the year to 31 March 2026, with regard to the matters set out in section 172(1) and the significant
outcomes achieved in that regard, included:
● Board composition: The restructured Board enabled the Board to embark on re-financing initiatives and to restart the Group’s mining
operations in early 2025, which had been suspended after intermittent production through 2024. Due to the challenges which faced the
operational turnaround the Board’s composition remained the same during the year ended 31 March 2026. The Board appointed an
experienced interim Chief Financial Officer (CFO) among other appointments to oversee the financial restructuring of the Company and
work toward the restoration of trading on the LSE, achieved in late March 2026. The interim CFO departed the Company shortly after the
end of the period, following the appointment of a new CFO and the successful publication of the delayed annual accounts and reports, and
restoration of trading of the Company’s shares on the LSE.
● Financing and liquidity management: The Board decided on a number of re-financing and financial re-structuring measures in 2025 to
improve liquidity, provide flexibility on share issues by re-denominating the share capital to one pence shares in early 2026, permit the
restart of operations and enable settlement of key overdue creditor balances which had placed the solvency of the Company at risk.
Subscriptions were received for a new convertible loan note, conditionally convertible to equity at the Company’s election, as described
elsewhere in this Report. Amendments were proposed and agreed to existing convertible loan notes. Settlements and/or re-scheduled
payment terms were agreed with a number of the most significant creditors. The new Board, maintained a close review of the liquidity
projections and ensured they were regularly updated.
● Operations: The Board decided to restart production at the Vatomina mine in Madagascar on 1 February 2025 and approved and
commenced implementation of a plan for the rest of 2025 to increase production levels, including the relocation of certain facilities from the
Sahamamy mine to Vatomina. A new mine area was developed and brought into production post year end. A further programme of
improvements was developed and approved in September 2025 and production was restarted in April 2026 following the completion of
fundraising in March 2026.
● Financial Reports: The Board approved a plan in early 2025 to implement a new accounting system to replace the previous system for
which the former CEO had withheld access and administrative rights. Delayed Annual Reports and Financial Statements for the years ended
31 March 2024 and 31 March 2025 were published during the year and an AGM and General Meeting were held for shareholders to receive
them and vote on certain resolutions vital to advancing the ongoing turnaround.
● Litigation and disputes: The Board considered key strategies including the consideration of litigation relating to the ongoing dispute with
the outsourced service provider controlled by the former CEO, the former CEO himself and other related companies.
Outlook towards Shareholders
The Board took steps in 2025/26 to provide credible and transparent external communications for stakeholders to keep them informed as to
the status of the ongoing operational turnround and progress of production ramp-up at Vatomina.
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Strategic Report for the Year Ended 31 March 2026 (continued)
Directors' Section 172 statement (continued)
Outlook towards its Employees
The Group’s employees have continued to serve the Group well with determination and commitment through the difficult times covered by
this Report. With new management, restructured finances and brighter prospects, the Board expects to be able to develop a much healthier
relationship with employees, and to reward them fairly as key enablers of the Group’s future plans and success. The Board is committed to
implementing effective health and safety policies and practices.
Developing relationships with the community and other stakeholders
The Group engages with the communities local to its operations with the goal of improving the quality of life and opportunities for local
people. A dedicated ongoing programme for community development is in place.
The Group continues to engage with other stakeholders, including but not limited to prospective customers, suppliers, and service providers
in implementation of its business plan developing long term relationships.
Governmental Relations
During the period, the Company worked closely with the relevant Madagascar and Mozambique government Ministries and departments to
ensure mutually beneficial relationships with its partners and host nations.
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Strategic Report for the Year Ended 31 March 2026 (continued)
Corporate and social responsibility
Overview
The Company intends to undertake extensive stakeholder engagement and commitment in relation to our corporate and social responsibilities
placing an emphasis on communities in the vicinity of our operations.
In doing so it performs various activities for sustainably improving the quality of life of the communities it operates in. These measures
include activities in the fields of infrastructure development and providing access roads, facilitating drinking water facilities and
development, health services, promoting sports and education. For example, the Group has a health centre at both of its Madagascar projects,
has built a new school building at Sahamamy, and built an extensive road network among others which significantly enhanced accessibility
to new agricultural areas.
The Group manages erosion as a result of its operations including the principal affected areas which are: downstream of the PCUs and
operating zones; dams and settling basins. the dam basin of the treatment plant; the discharge canal bank. The measures taken against these
erosions involve the digging of diversion trenches combined with biological protection measures: grass cover; protection by phasing in big
bag and bamboo reinforcement; bamboo protection; plant cover by the Tsimialamaina species; installation of fascines following contour
lines; and extensive tree planting in all worked out areas.
Human rights, anti corruption and bribery
Whilst the Company does not have a specific human rights policy, it does have policies such as Equal Opportunities and an Anti-bribery
policy that adhere to internationally proclaimed human rights principles. These are communicated to staff when the join the organisation, and
are monitored at a local level with any issues reported to the Board.
Employment policies and diversity
The Company has an equality and diversity policy and has communicated it to its employees in a formal manner after consultation. It is fully
supported by senior management and employee representatives. The policy is monitored and reviewed annually to ensure that equality and
diversity is continually promoted in the workplace.
The aim is to ensure that all employees and job applicants are given equal opportunity and that our organisation is representative of all
sections of society. Each employee will be respected and valued and able to give their best as a result. This policy reinforces our commitment
to providing equality and fairness to all in our employment and not provide less favourable facilities or treatment on the grounds of age,
disability, gender, marriage and civil partnership, pregnancy and maternity, race, ethnic origin, colour, nationality, national origin, religion or
belief, and sexual orientation.
The Company is opposed to all forms of unlawful and unfair discrimination. All employees, no matter whether they are part-time, full-time,
or temporary, will be treated fairly and with respect. The Company will enforce current work practice and work within the spirit of the law.
When selecting candidates for employment, promotion, training, or any other benefit, it will be on the basis of their aptitude and ability.
Diversity and inclusion policies
The Company is continuing to develop its policies on diversity, it sees this as an important aspect in the continuing development of the
Company and will devote more time and resources to this once the business model and trading in the Company is more firmly established. It
is currently in a state of transition and is reorganising a number of aspects of the Company, including its management structure.
Gender diversity Male Female Total
2026 268 13 281
2025 330 13 343
The table above shows the staff employment by gender.
At present there are no women in senior management positions as heads of department (2025: nil), male heads of department excluding
Directors in 2026 were 8 (2025:8).
Report on Payments to Governments
The Company has considered its requirements in accordance with DTR 4.3, and the Extractive Industries Transparency Initiative of which
the UK, Madagascar and Mozambique are implementing countries, and can confirm that no reporting of payments to government is required
as it falls below the exemption limit for disclosure.
This Strategic Report was approved by the Board of Directors on 30 July 2026 and signed on its behalf by:
C G St. John Dennis
Chairman
Page 24
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026
Corporate Governance Statement
The Governance Code which the Company has adopted as its model to apply is the Quoted Companies Alliance (“QCA”) Code (2023),
which is considered most appropriate for a growth-oriented, smaller listed company and is widely adopted by similar companies. As the
Company’s LSE listing is in the Equity Shares (transition) category (formerly a standard category listing), it is not currently required to
comply with the Financial Reporting Council’s UK Corporate Governance Code. The QCA Code requires either compliance with the 10
Principles of the Code or, where a company chooses not to apply, or is unable to apply, a particular Principle (or Principles) it must provide
an explanation for not doing so based on its individual circumstances.
A commentary of the application of the ten Principles of the QCA Code (2023) is provided below. Principles 1 to 5 relate to delivering
growth, Principles 6 to 9 are about maintaining a dynamic management environment, while Principle 10 concerns building trust.
Principle One
: Establish a purpose, strategy and business model which promotes long-term value for shareholders
The Company is engaged in developing an international flake graphite primary mining and processing business. Our purpose is to efficiently
make available to world markets a diversified source of a key mineral for economic development, safely and without harm to the
environment and local communities. The Board considers that the strategy and model is focused and aligned with the market dynamics of the
critical mineral, flake graphite, and that the developing demand for graphite, including as part of the global transition to low carbon energy,
provides significant scope for long term value growth for shareholders. The strategy is more fully explained in the Strategic Report.
Principle Two
: Promote a corporate culture that is based on ethical values and behaviours
The Board aligns with the QCA view that good corporate governance is fundamentally about culture, rather than procedure and, therefore,
about leadership and example.
The Board seeks to maintain the highest standards of integrity in the conduct of the Group’s operations. The Group is committed to providing
a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group’s health
and safety policies and procedures encompass all aspects of the Group’s day-to-day operations.
The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the
Company, its employees and those third parties to which the business engages with.
Principle Three:
Seek to understand and meet shareholder needs and expectations
The Company has continued to regularly inform shareholders of its progress through RNS announcements and presentations and reports. The
Company’s investor relations function also answers shareholder questions via emails sent to the Company and responds to prospective
investors directly and through its advisors and social media. The Company maintains a dedicated email address for any shareholders to
connect to the Company. The Chairman and executive leadership members have held both one-to-one meetings with major shareholders and
group meetings through video conferencing platforms, providing presentations on the Group’s activities, with question and answer sessions.
Board members have frequently joined the management team members on such events and aim to attend annual general meetings for
first-hand interaction with shareholders.
During 2025/26, active engagement with shareholders took place via conversations at General Meetings, presentations and individual
meetings, to hear feedback and answer questions relating to the turnaround and restructuring of the Company. With significant shareholders
holding over 10% of the issued share capital and who have board and/or executive representation in the Company, the Company seeks to
have relationship agreements in place to govern engagement and ensure the Company operates effectively and in the interests of all
shareholders.
Principle Four:
Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for
long-term success
The Group is focussed on developing extensive support for its customers and prospective customers by building sustainable relationships and
providing reliable security of supply, meeting expectations and evolving its operations as needed. The Group also looks to build and maintain
deep engagement with customer leaderships. The extensive engagement is visible in the successful outcomes of business development efforts
with the Group receiving inbound interest and regular orders from its current buyers.
The Group formulated a community outreach programme for its local community in Madagascar and has extensively engaged with the local
community, understanding their needs, and formulating programmes for sustainably improving the quality of their lives. Extensive support
has been provided for health, education, vocational training and skill development and infrastructure access, resulting in a community licence
for development of its projects and gaining support from the community. It also has extensively engaged with the local and regional
Governments and with Governmental authorities providing extensive information on its activities.
The Group aims to build on its experience in Madagascar at its acquired Mozambique projects and commence community outreach
initiatives with local stakeholders as work begins there.
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Corporate Governance Statement (continued)
Principle Five
: Embed effective risk management, internal controls and assurance activities considering both opportunities and threats,
throughout the organisation
The evaluation, mitigation and management of risks is a high priority activity of the Board and executive management at this advanced stage
of the operational and corporate turnaround. The Board and management will collectively work to consider potential risks and mitigate any
of their potential impacts. Ongoing reviews of the in-depth and extensive exercise of risk mapping undertaken will be a standing agenda item
for the Audit Committee and Board.
In order to manage risk the Board will use specialists and consultants as necessary, hold regular meetings with bankers, suppliers and
government officials, delegating authority as required to sub-committees. Using the information received and taking into account longer term
aims and markets assessments, it will take a strategic long term view to balance the risks and rewards in pursuing its goals.
Principle Six
: Establish and maintain the board as a well-functioning, balanced team led by the Chair
The Directors who served in the year and those recently appointed are disclosed below. The Company intends to add additional members to
the Board in independent non-executive capacities where feasible.
We intend to retain a Board that can support and oversee the Executive leadership of the Company and be engaged in formulating high level
strategy in collaboration with the Executive team, while reviewing the performance of the Executive in delivering strategy. The Board will
have a minimum of four formal meetings every year, supplemented by ad hoc meetings and calls as developments require.
During the year eighteen meetings of the Board were held and appropriate decisions taken. A detailed note of the attendance at meetings of
the Board is provided on page 28.
Short biographies of the Board members are available at https://totalgraphite.com/about-us/#ourteam describing their relevant experience and
the skills they bring to Board deliberations. Considering the contributions of individual Board members, as at the year-end, who are all
Non-Executive Directors:
● Mark Rollins, (resigned 3 June 2026) bought experience as a chair and non executive board director, together with extensive experience in
an entrepreneurial environment building companies in and dealing with international commercial, business development and government
relations matters.
● Christian St.John-Dennis (appointed chairman 3 June 2026) is an experienced broker in the mining sector, bringing in particular fund
raising experience and appreciation of investor interests.
● Michael Lynch-Bell, (resigned 3 June 2026) was an experienced accountant, auditor and non executive director, contributing financial and
accounting expertise.
● James Nieuwenhuys has long experience in leading mining organisations, mine development and operations, and long-standing business
experience in Africa.
Additionally two Directors were appointed post year end.
● Thomas Hill, (aqppointed 3 June 2026) is an experienced accountant, and non executive director, contributing financial and accounting
expertise.
●Andrew Wright,(appointed 3 June 2026) is an experienced international lawyer, and has extensive experience in the natural resources
sector.
The current director who is considered independent is Andrew Wright. The Board has considered, when structuring the directors roles and
duties, the number of directors required, and in particular agreed time commitments on an individual basis as noted in their service
agreements.
The Directors are encouraged to attend relevant courses and Company specific seminars as appropriate as part of their time commitment. The
management structure is going through transition, once this is finalised it is the intention of the Board to conduct annual reviews and
appraisals of the Board members.
Mark Rollins was the Chairman and held an executive role, focused on Board and corporate financial matters, immediately following the
change in Board composition in early 2025 and then from April 2026 reverted to a non-executive position, resigning on 3 June 2026, as the
Company plans progressed and a new CFO was appointed.
Christian St.John-Dennis is the current chairman, who took over from Mark Rollins.
The Board has not, so far, considered it helpful to appoint a Senior Independent Director but will review whether that would be appropriate
going forward.
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Corporate Governance Statement (continued)
Principle Seven
: Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary
up-to-date experience, skills and capabilities
The existing Board includes a strong mix of governance, mining operations, commercial and financial skill sets, the expertise and experience
include:
● non-executive members with previous executive and/or non-executive board positions on listed company boards from relevant industry
sectors;
● possess, collectively, relevant experience and achievement in the areas of business of the Company; and
● had at least one qualified accountant as a Director.
Going forward the Board is looking to strengthen diversify and expand its skill sets by recruitment of a new Non Executive Director, that it
considers necessary for the current conduct and evaluation of the Company’s business, including operational mining & technical
non-executive director expertise. The Board will also have access to suitable financial and legal advice where necessary.
Principle Eight:
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Remuneration Committee and the Board reviewed the performance of the Directors working beyond their scope to support the
turnaround during 2025/26, and the Board approved issuance of warrants in recognition of the work completed over the period. These were
announced in May 2026 as noted in the post balance sheet events note 29. In future, the evaluation of performance of any Executive Board
members will be undertaken on an ongoing basis by the Remuneration Committee and recorded as appropriate, with regular feedback
provided to the executives.
Principle Nine:
Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and
culture
It is the Board’s responsibility to establish an effective remuneration policy which is aligned with the Company’s purpose, strategy and
culture, as well as its stage of development. Please refer to the Remuneration Report for a fuller description of remuneration policies and
structure. The annual remuneration report will be put to an advisory shareholder vote.
Principle Ten:
Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant
stakeholders
Continued and effective communication with shareholders and stakeholders remains a high priority, and the Board aims to ensure that all
future communications concerning the Group’s activities are clear, fair, and accurate. Full details of how the Company maintains a dialogue
with shareholders and other stakeholders is set out under Principle Three above.
The Board
Board Objectives and Operations
The key objectives of the Board are as follows:
● Determination of Company strategies and promoting the growth of the Group to enhance shareholder value.
● The agreement of the detailed set of objectives and policies that facilitate the achievement of the Company’s strategies.
● Monitoring the performance of executive management in the delivery of objectives and strategies.
● Monitoring and safeguarding the financial position of the Company and Group to ensure that objectives and strategies are delivered.
● Approval of major capital expenditure and other expenditure, including annual budgets.
● Approving corporate transactions and major acquisitions, divestment, joint ventures and new mining concessions and licences.
● Delegating clear levels of authority to the executive management team. This is represented by the defined system matrix of authorities and
system of internal controls which are reviewed by the Audit Committee.
● Providing the appropriate framework of support and remuneration structures to encourage and enable executive management team
members to deliver the objectives and strategies of the Company.
● Monitoring the risks being entered into by the Company and ensuring that all of these are properly evaluated.
● Approval of annual and interim financial reports, agenda for general meetings and any circulars to shareholders.
A schedule is maintained of matters reserved to the Board for decision.
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Corporate Governance Statement (continued)
Meetings of the Board of Directors
The directors meet regularly and are responsible for formulating, reviewing, and approving the Group’s strategy, budgets, performance,
major capital expenditure, financing and corporate actions, both in formal Board meetings and otherwise to ensure development of the
Company’s business.
All directors have access to advice from independent professionals at the Company’s and Group's expense. Training is available for new and
existing directors as necessary.
The directors’ attendance at board meetings during the year were
as follows:
Director Meeting
Number meetings
attended
% of eligible
attendance
Christian St.John-Dennis Board 18 100
James Nieuwenhuys Board 14 78
Mark Rollins (resigned 3 June 2026) Board 18 100
Michael Lynch-Bell (resigned 3 June 2026) Board 16 89
Thomas Hill (appointed 3 June 2026) n/a n/a n/a
Andrew Wright (appointed 3 June 2026) n/a n/a n/a
In addition to the members on the Board, invitees to meetings of the Board included, as appropriate, advisors and executive management of
the Company.
Internal Controls
The Company has implemented new accounting systems and reviewed and updated its internal controls over the course of 2025 and 2026. In
the prior period it was reliant on a third party provider. The Company now has control of its own accounts systems, emails and domain
throughout the year ended 31 March 2026.
Board Committees
The Audit Committee comprised Mark Rollins (Chair),who resigned on 3 June 2026 and Christian St. John-Dennis, with the CEO and CFO
attending by invitation. The Board recognises that the membership of the Committees is not fully compliant with best practice, and in
particular that the members are not currently all independent non executive directors and some may lack appropriate financial background
suitable for an Audit Committee. The Board plans to address this going forward.
The Remuneration and Nominations Committee has been re-established with Christian St. John-Dennis (Chair), James Nieuwenhuys and
Mark Rollins (resigned on 3 June 2026).
Remuneration and Nominations Committee
A Remuneration and Nominations Committee has been established to review the performance of the Board and executive team on matters
relating to their remuneration, bonus and their terms of service. The Committee will also make recommendations to the Board on granting of
share warrants or other equity-based incentives to the Board and senior management from time to time.
This Committee will provide guidance on remuneration packages to attract, retain and motivate the leadership management team of the
Company and the Group. It will have access to independent advice from the Company’s advisors on all aspects of remuneration and benefits
and terms of service of the Company’s Board and executive management team.
The role of nomination is also currently within the terms of reference of the Committee, including making recommendations to the Board on
candidates for appointment as directors. The Committee met regularly during the year.
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Corporate Governance Statement (continued)
Audit Committee
The terms of reference of the Audit Committee include the following requirements:
● To monitor the integrity of the annual and interim financial statements.
● To review the Group’s internal controls and risk management systems.
● To make recommendations to the Board in relation to internal control matters that require improvement or modification.
● To make recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and to approve
the auditor’s remuneration.
● To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process.
● To establish and monitor whistle blowing and compliance procedures.
No internal audit function has existed to date due to the small size of the Group.
Christian St. John-Dennis is currently the only member of the Committee as Mark Rollins, who was on the committee during the year,
resigned on 3 June 2026. The Company is in the process of reviewing the composition of the various committees.
In July 2025 a meeting was convened and the Committee recommended to the Board the appointment of Moore Kingston Smith LLP as the
new Group auditor for the year ended 31 March 2025.
The Audit Committee also met in March 2026 to consider the financial statements and annual report for the years ended 31 March 2024 and
2025. The Audit Committee subsequently met with the auditors in May 2026 to discuss the planning of the audit for the year ended 31 March
2026, and in July 2026 in relation to this audit.
The external auditors are normally invited to attend meetings of the Audit Committee for most agenda items.
This Governance Report was approved by the Board of Directors and signed on its behalf by:
C St. John-Dennis
Chairman
30 July 2026
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report
The Directors present their report below and the audited annual financial statements for the year ended 31 March 2026. A copy of the Annual
Report may be obtained by shareholders by emailing or writing to the Company Secretary. It is also available to read and download from
www.totalgraphite.com.
Principal Activities
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 “Group”). The principal activity of the subsidiaries is that of the operation and
development of graphite mines in Madagascar and Mozambique.
Strategic Report
Certain matters relevant to the disclosures to be contained in the Directors Report are within the Strategic Report section of the Annual
Report as referenced within the Directors Report. These include the business and financial review, consideration of the likely future
developments of the Group, review of principal risks and uncertainties, Section 172 Statement, the Company’s non-financial and
sustainability statement and, information on financial instruments. Information in relation to corporate governance is provided in the
Corporate Governance Report.
Incorporation and Admission to Trading
The Company was incorporated in England and Wales on 26 April 2017 as a public company. The Company’s ordinary shares are listed in
the equity shares transition category under the UK listing rules and admitted to trading on the London Stock Exchange Main Market. The
listing of the Company’s shares resumed on 24 March 2026 after a period of suspension following delayed publication of annual accounts for
the years ended 31 March 2024 and 31 March 2025.
Results and Dividends
The Consolidated Statement of Comprehensive Income of the Group is set out on page 46. The business and financial review of the results of
the Group for the year ended 31 March 2026 is provided on pages 4-14.
No dividends have been declared for the year ended 31 March 2026 (2025: nil).
Share Capital
Details of the issued share capital, together with details of the movements in the Company’s issued share capital during the year are shown in
note 23 to the financial statements.
As at 31 March 2026, the Company had issued 762,447,924 ordinary shares of £0.01 nominal value. As at the date of this report, the
Company had issued 768,406,787 ordinary shares of £0.01 nominal value each and 138,561,420 deferred shares of £0.015 nominal value
each. 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 deferred shares carry no voting rights or dividend rights and are effectively
have no value.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of
the Articles of Association and prevailing legislation. The directors are not aware of any agreements between holders of the Company’s
shares that may result in restrictions on the transfer of securities or on voting rights. No person has any special rights of control over the
Company’s share capital and all issued shares are fully paid. The Company is a DTR5 Issuer and reports major shareholdings to the market
in accordance with DTR 5.1.2R.
See note 23 to the financial statements regarding changes in share capital and the sub-division of the share capital into new ordinary shares of
1.0 pence par value and deferred shares of 1.5 pence par value during the year.
Issue of Shares
Subject to the provisions of company law and the pre-emption rights described below, the directors are generally authorised to allot shares in
the Company as they think fit (including the grant of options over and warrants in respect of shares).
The Company shall not allot any shares unless they are first offered to members (on the same or more favourable terms as the proposed
allotment) in proportion to their existing shareholdings. These pre-emption rights shall not apply where shares are paid for otherwise than in
cash (including a share-for-share exchange) or if they are allotted or issued pursuant to an employee share scheme. Notwithstanding these
pre-emption rights, the directors may be given by special resolution (passed by a majority of not less than 75% of the members who vote at a
general meeting) the power to allot shares either generally or specifically so that the pre-emption provisions do not apply or apply with such
modifications as the directors may determine.
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Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report (continued)
Financial Instruments
Details of financial instruments are provided in note 25 to the financial statements.
Warrants and Options
Details of options held by Directors during the year are provided below, under Directors’ interests.
The Company had obligations arising from the financing transactions completed during the year ended 31 March 2026 to issue warrants to
advisors amounting to 20,483.333 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 to the above of the 817,757 warrants at the start of the year which had not been issued, 777,757 warrants 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.
Directors
The directors who served during the year ended 31 March 2026 and to the date of this report were as follows:
Director Position Gender Nationality Appointment Resignation
Christian St.John-Dennis
Non-Executive
Director/Chairman****
Male British 11 December 2024 -
James Nieuwenhuys See below ** Male South African 11 December 2024 -
Mark Rolllins See below* Male British 31 December 2024 3 June 2026
Michael Lynch-Bell
Non-Executive
Director
Male British 11 December 2024 3 June 2026
Andrew Wright
Non-Executive
Director
Male British 3 June 2026 -
Thomas Hill See below*** Male British 3 June 2026 -
*Mr Mark Rollins was appointed Executive Chairman on 29 December 2024. Mr Mark Rollins’s role as Chairman transitioned to a
Non-Executive capacity on 1 April 2026.
**Mr James Nieuwenhuys was appointed Non-Executive Director on 11 December 2024, and subsequently appointed as CEO on 18
February 2025 before reverting and continuing as Non-Executive Director from 1 October 2025.
*** Mr Thomas Hill was appointed as CFO from 1 April 2026, and became Finance Director on 3 June 2026.
**** Mr Christian St. John -Dennis was appointed as Chairman on 3 June 2026.
Biographical details of the current Directors are available on the Company’s website: https://totalgraphite.com/about-us/#ourteam.
All Directors are subject to re-election/re-appointment at the first AGM after appointment and subsequently every three years.
Directors’ Interests
The interests of the directors in the shares of the Company as at 31 March 2026 and of the directors of the Company as at the date of this
report, were as follows:
Director Number of warrants
Number of ordinary
shares
Percentage of share
capital (%)*
Christian St.John-Dennis 1,333,333 5,836,744 0.76
James Nieuwenhuys - - -
Mark Rolllins (resigned 3 June 2026) 5,759,998 16,183,592 2.1
Michael Lynch-Bell (resigned 3 June 2026) - 1,466,660 0.2
Thomas Hill (appointed 3 June 2026) - - -
Andrew Wright (appointed 3 June 2026) - - -
Page 31
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report (continued)
* The percentage is based on the enlarged share capital of 768,406,787 shares see note 29.
Warrants isued after the year end are disclosed in note 29.
Convertible Loan Notes (“CLN”) of the Company held by current Directors and those who held office during the year to 31 March 2026 are
as follows:
2022 Notes 2025 Series 1 Notes 2025 Series 2 Notes
2025 CLN's
converted into
ordinary shares
2022 Notes
Director 1 April 2025 £ 1 April 2025 £ 1 April 2025 £ 24 March 2026 £ 31 March 2026 £
Christian St.John-Dennis - 50,000 5,500 (55,500) -
James Nieuwenhuys - - - - -
Thomas Hill - - - - -
Andrew Wright - - - - -
Mark Rolllins 100,000 200,000 16,000 (216,000) 100,000
Michael Lynch-Bell*** - - - - 55,077
Related party shareholdings at 31 March 2026
Shareholder
Number of
Ordinary shares
Optiva Securities* 10,184,132
Inland Global Limited** 125,486,174
* Non-Executive Director, Christian Dennis, is a Director of Optiva Securities.
** CEO, Arun Somani, is a Director of Inland Global Limited.
*** Acquired during the year.
The related party transactions are disclosed in note 18 ,which shows transactions with Company and the Directors and their related parties.
Memorandum and Articles of Association
The Company’s Articles of Association (the ‘Articles’) give the Board the power to appoint directors but require directors to retire and
submit themselves for election by shareholders at the first AGM following their appointment.
The Board of Directors may exercise all the powers of the Company subject to the provisions of relevant statutes, the Company’s
Memorandum of Association and the Articles. The Articles, for instance, contain specific provisions and restrictions regarding the
Company’s power to borrow money. Powers relating to the issuing and buying back of shares are also included in the Articles and such
authorities shall be renewed by shareholders each year at the AGM. The Articles of Association are available on the Company’s website and
Companies House.
Social and community issues
The Corporate and Social Responsibility performance of the Company is detailed on page 24.
Liability of Members Limited
The Company is registered as a public limited company and members liability is limited to the extent of their respective subscription to
shares.
Directors’ Remuneration
Details of the Directors’ remuneration are provided in the Remuneration Report on page 38.
Substantial Shareholdings
As at 31 March 2026 as disclosed in note 23, the Company had in issue 762, 447,924 ordinary shares and at the date of this report as
disclosed in note 29, 768,406,787 ordinary shares. The Company has been advised of the following interests in 3% or more of its issued
share capital:
Page 32
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report (continued)
Shareholder
Number of
Ordinary shares
Percentage (%) at 31 March
2026
Percentage (%) at the date of
this report
Shreya SDL Limited 98,124,384 12.87 12.77
Northern Standard Limited 37,169,950 4.87 4.84
Inland Global Limited* 147,961,060 19.41 19.26
* CEO Arun Somani is a director of Inland Global Limited.
Employment and Diversity
The Company’s Directors and Group employees and service providers are located throughout the regions the Group has a footprint, including
the UK, India, Madagascar and Mozambique. The Group engages local citizens from Madagascar and Mozambique in its operations and is
committed to development of skillsets of not only its Malagasy and Mozambican employees, but also the community around it. The
management and workforce of the Group comprise a mix of gender and nationalities. The Board is satisfied that the Company gives due
regard to cultural and gender diversity and in the event of additions to its own membership or the membership of the senior management
team will consider diversity and inclusion as a relevant factor.
The local management have regular meetings with employees at each location and feedback any suggestions and concerns to the board to
action as appropriate. The management see this as very important as a large number of employees are drawn from the local communities near
the project sites. Once the financial situation of the Company improves the management will review salary and incentive structures generally
for the Company employees.
In respect of employment and diversity as at 31 March 2026, the Company reports the following:
Number of Board
members
Percentage of the
Board (%)
Number of senior
positions on the
Board
Number in
executive
management
Percentage of
executive
management (%)
Men 4 100 4 9 100
Women - - - - -
White British or other
British
3 75 3 3 33.3
Other ethnic group non
British
1 25 1 6 66.7
Company Secretary
The Secretary is MSP Corporate Services Limited, whose address is given at the front of the Annual Report.
Insurance Cover
The Company maintains insurance to cover its directors and officers against the cost of defending themselves against civil legal proceedings
taken against them. To the extent permitted by law the Company also indemnifies its directors and officers. Neither protection applies in the
event of fraud or dishonesty. No insurance claims were made under the policy in the year to 31 March 2026.
Directors' Section 172 statement'
Information on the Directors' Section 172 statement is given on pages 22 and 23.
Resolutions Proposed at General Meeting
The Company will notify details for an Annual General Meeting to be held to consider and vote on resolutions including:
- To receive and adopt this financial report and annual accounts;
- To reappoint directors;
- The reappointment of MKS as Auditor of the Company;
- To authorise the Directors to fix the remuneration of the Auditor;
- To approve the Directors’ Remuneration Report and the Remuneration Policy; and
- To renew the general share issue and buyback authorities.
The Directors consider that all these resolutions are in the best interests of the Company and accordingly will be voting in favour of them and
recommend shareholders to do likewise.
Page 33
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report (continued)
The Company advises the number of disabled persons employed in the Company was nil during the year to 31 March 2026 (2025: nil).
Health and Safety
The Group is committed to providing a safe working environment for all employees and contractors. Group policies are reviewed on a
regular basis to ensure that policies regarding training, risk assessment, safe working and accident management are appropriate. Tool box
safety discussions are held at the start of all shifts by the shift supervisor, to briefly remind the employees of the dangers present in the mine
and plants. There are designated officers responsible for health and safety and all incidents, including near-miss accidents are reported at
appropriate board or executive team meetings and personal protection equipment provided to employees at operational projects.
For the 2026 financial year there were zero lost time injuries hence the LTIFR (Lost Time Injury Frequency Rate) is zero.
The Group maintains a health centre at both its Madagascar projects and is well connected to health infrastructure in the location of its
operations.
The Group records and tracks trends for any and all Lost Time Incidents (“LTIs”). Recordable injuries and incidents resulting in lost time at
the Group’s operations were nil during the period under report. A zero tolerance level has been set for any safety infringement and regular
inspections are undertaken by management to encourage adherence to all safety protocols.
During 2026 the management has continued its ongoing review of general health and safety practices with a view to upgrading existing
systems and equipment in line with the highest industry standards. The Company plans to roll out a behaviour based safety programme, with
the objective of creating positive attitudes to safety in the near term.
Independent Auditor
In July 2025, the previous auditor, Johnsons Chartered Accountants ('Johnsons'), resigned to facilitate the Board’s decision to appoint a new
auditor. Johnsons provided notice that there were no matters in connection with their resignation requiring to be brought to the attention of
members or creditors of the Company. The Board appointed Moore Kingston Smith LLP (“MKS”) as Auditor of the Company to fill the
vacancy thus arising. A resolution to confirm the re-appointment of MKS as Auditor of the Company was proposed and passed at the
Company’s General Meeting held on 5 June 2026.
Events after the reporting period
Details of subsequent events are set out in Note 29 to the financial statements.
In April 2026, the Company appointed Thomas Hill as a new CFO, subsequent to this on 3 June 2026 he was appointed as an Excecutive
Director to continue in that role. Mark Rollins transitioned into a non-executive role as Chairman and resigned together with Michael
Lynch-Bell on 3 June 2026, with Christian St. John -Dennis taking over the role as Chairman.
The Company was renamed Total Graphite Plc on 24 April 2026 to reflect the next step of its development. Directors and key management
figures were issued with warrants for the roles in the restructuring over 2025, and options were issued to employees to provide incentives and
align them with shareholder interests, all exercisable subject to share price performance and tenure terms. The full details of the issue of
warrants and options to directors and employees can be found in Note 24.
Operations were confirmed as restarted at Vatomina in April 2026. Further optimisation work was carried out in the first few months since
the end of March 2026, with additional power generation capability now available on site, tailings and water storage work completed, and a
mine planning drilling campaign commenced to support extension of the life of mine and grade control.
The Company announced its intention to commission updates to the feasibility studies for the Montepuez graphite project in Mozambique,
for an Anode facility to be located in the United States, and the Bahama Central Project which had been produced in 2017.
Standard Payment Terms
The Company's and Group's standard terms of payment for suppliers target payment to be made within 30 to 60 days from the receipt of a
valid and approved invoice, provided that the goods or services have been supplied in accordance with the agreed contractual terms. The
Group seeks to agree any variations to these standard terms with suppliers on a case-by-case basis.
The Director's consider that the actual payment statistics and time scales to pay suppliers do not add any meaningful information as the
operations of the Company were not in accordance with its normal business practices due the suspension of its shares and closure of
operations.
Charitable and political donations
During the year the Company made no charitable contributions or political donations (2025: Both £nil).
Page 34
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Directors Report (continued)
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’s and Group’s 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’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Strategic Report. The financial position of the Group and the Company 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 £0.28
million. As at 24 July 2026 the Group had an available cash balance of £1m.
The Group reported a loss after tax for the year ended 31 March 2026 of £5.9m (2025: £5.9m). 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’s objectives, policies and processes for managing its business and capital, its financial risk management objectives;
details of its financial instruments; and its exposure to liquidity risk.
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’s 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 £1.92 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.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Moore Kingston Smith LLP as auditors of
the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the Board on 30 July 2026 and signed on its behalf by:
.........................................
C G St. John-Dennis
Chairman
Page 35
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each financial year. The directors have prepared the Group and
Company financial statements in accordance with UK adopted International Accounting Standards (UK adopted IAS). Under company law,
the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial statements, the Directors
are required to:
● select suitable accounting policies and then apply them consistently;
● state whether applicable UK adopted IAS have been followed, subject to any material departures disclosed and explained in the financial
statements;
● make judgements and accounting estimates that are reasonable and prudent; and
● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue
in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure
that the financial statements comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence, for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
Responsibility Statement of the Directors in respect of the Annual Report
We confirm that to the best of our knowledge:
1) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
2) the Directors’ Report including the Strategic Report incorporated therein by reference includes a fair review of the development and
performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties that they face.
Disclosure of information to the Independent Auditors
Each of the persons who is a Director of the Company at the date of approval of the Annual Report confirms that:
● So far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditor is unaware; and
● The Director has taken all the steps that he ought to have taken as a Director in order to make himself/herself aware of any relevant audit
information and to establish that the Group and Company’s auditor is aware of that information.
This report was approved by the Board of Directors on 30 July 2026 and signed on its behalf by:
C St.John- Dennis
Chairman
Page 36
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Annual remuneration report
Remuneration Report
This section constitutes a Remuneration Report and sets out the Group’s principles and policies on the remuneration of directors and senior
executives, together with details of directors' remuneration packages for the financial year ended 31 March 2026. There are currently two
members on the committee C St. John-Dennis (chair) and J Nieuwenhuys. M Rollins, who was on the committee in the year, resigned on 3
June 2026.
The Company’s Remuneration and Nominations Committee (the “Committee”) is responsible for overseeing policy on compensation and
reward and for fixing the remuneration of the directors and senior executives. Further details on the Remuneration and Nominations
Committee are contained in the Corporate Governance Report. The Committee was re-established in early 2025 as a Remuneration and
Nominations Committee and has since met several times during the year to consider and approve this Report. Prior to that, its function had
been exercised by the full Board as the previous Committee had not met for some time.
In accordance with the QCA Code 2023, this Remuneration Report will be put to an advisory shareholder vote at the Company’s next annual
general meeting.
Guiding Principles and Policies for Directors’ Remuneration and Benefits
The principles and policies guiding the remuneration and benefits for the Directors include:
● align remuneration with the stage of development of the Company, its growth and performance;
● recognise experience and expertise;
● aim to reward fairly according to the nature of each role and performance;
● retain key executives and attract the best talent;
● correlate with remuneration packages offered by comparable companies; and
● align reward with the interests of shareholders as a whole with the long-term growth of the Group.
Recently, the Committee has had a particular focus on supporting the turnaround strategy of the Company and Group and has, therefore, been
focused especially on recruitment, retention and incentivisation of the key people to achieve that turnaround.
Elements of remuneration and benefits for the Directors and senior management for the year ended 31 March 2026 comprised:
Element Purpose/eligibility Operation
Base remuneration For executive (including part time executive) directors
and senior management, as compensation for services.
Agreed in service contracts, to be reviewed by the
Committee on an annual basis and paid monthly in
arrears. In 2025 and 2026 it was agreed that certain
amounts due would be deferred, to conserve cash and to
align with the turnaround strategy. For 2024, all
Director remuneration was deferred to conserve cash.
Certain amounts due to directors remained outstanding
as at 31 March 2025 and 31 March 2026.
Directors’ fees For non-executive directors as compensation for their
time and advice on Company matters, as agreed in
appointment contracts. Fees for Executive Directors
form part of their base pay.
Fixed on an annual basis, to be paid monthly in arrears.
Certain amounts due for 2025 and 2026 were agreed to
be deferred and settled later.
Bonus Available to executive directors and senior
management, to reward performance and align
objectives and goals with milestones and achievements
driving shareholder value.
Executives are eligible for cash bonuses of up to 50% of
their base salary.
Pension contribution,
or cash amount in lieu
Available to executive directors and qualifying
management.
Either payment to the individual’s personal pension or
payment in lieu of pension where applicable, typically
at the rate of 5% of base salary.
Medical and other
benefits
Medical and other insurance benefits are available to
executive directors and senior management subject to
the Company’s policies at the time.
The Company may at its discretion provide a fixed cash
payment in lieu of these.
Share options and
other equity
instruments
Available to executive directors and senior management
based on performance and contribution, and to
non-executive directors in special circumstances from
time to time.
Allocations to be considered each year based on the
objectives and performance of the Company.
Page 37
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Annual remuneration report (continued)
Following the end of FY2026, the Board, through the Remuneration and Nominations Committee, considered the design and implementation
of a new, equity-based long-term incentive scheme to align executive and senior staff compensation with creation of shareholder value, act as
a retention and incentivisation tool for key executives.
In April 2026, the Company announced the proposed issue of Restructuring Warrants to Directors and key senior management for their roles
in the restructuring of the Company that started in early 2025, and the issue of share options for senior management. See Note 29 for the full
details.
Directors' Remuneration (audited)
Remuneration of directors who served in the year ended 31 March 2026 was as detailed in the table below, which all comprises fixed
elements of pay. Details of the respective dates of service of each individual to which these amounts relate are provided in the Directors’
Report.
Director's remuneration 31
March 2026
Base salary
and fees
Salary in lieu
of pension
Salary in lieu
of benefits
2026 Final
entitlement
Net salary not
paid in the
year
Deferred
amount in
year
Amount
received in
the year
£ £ £ £ £ £ £
C St. John-Dennis 118,500 - - 118,500 (1,402) (94,500) 22,598
J Nieuwenhuys 102,500 6,875 3,150 112,525 (13,509) (32,500) 66,516
M Lynch-Bell (resigned 3 June
2026)
39,000 - - 39,000 - (6,000) 33,000
M Rollins (resigned 3 June
2026)
120,000 8,125 4,200 132,325 (22,499) (37,500) 72,326
Total 380,000 15,000 7,350 402,350 (37,410) (170,500) 194,440
Director's remuneration 31 March 2025
Base salary
and fees
Salary in
lieu of
pension
Salary in
lieu of
benefits
2025 Final
entitlement
Adjustment
share
valuation *
Deferred
amount in
the year
Amount
received in
the year
£ £ £ £ £ £ £
C St. John-Dennis 14,466 - - 14,466 - (9,457) 5,009
J Nieuwenhuys 51,945 2,466 1,050 55,461 - (37,977) 17,484
M Rollins 49,315 2,466 1,050 52,831 - (35,347) 17,484
M Lynch-Bell 95,836 - - 95,836 (37,664) - 58,172
S Podder (resigned 28 January 2025) 265,644 24,904 - 290,548 (130,853) - 159,695
M Erden (resigned 6 February 2025) 7,496 - - 7,496 - (7,496) -
P Podder (resigned 10 December 2024) 111,342 - - 111,342 - (111,342) -
A Bath (resigned 17 November 2024) 63,288 3,164 - 66,452 - (53,065) 13,387
Total 659,332 33,000 2,100 694,432 (168,517) (254,684) 271,231
* Adjustment in relation to share valuation relates to, an issue of ordinary shares to two directors made on 5 January 2025 in settlement of
part of their 2024/25 remuneration, comprising 7,586,450 shares to Mr S. Poddar and 1,466,660 shares to Mr M. Lynch-Bell. Mr Poddar
accepted this share award in deemed satisfaction of £290,548 out of 2024/25 remuneration and £88,875 out of prior year arrears. Mr
Lynch-Bell accepted his share award in deemed satisfaction of £73,333 out of 2024/25 remuneration. For the purpose of the table above,
remuneration receivable in respect of these awards is adjusted to reflect the value of shares received, using a value per share awarded of
£0.244 per Ordinary Share, being the price at which shares are required to be issued under the convertible notes issued coterminously (£0.375
per share) with appropriate discount for factors including coupon payable on the notes and non trading status of the shares at the time.
No bonuses or variable pay have been awarded to Directors in respect of the year ended 31 March 2026 (2025: nil).
Page 38
Total Graphite Plc
Corporate Governance for the Year Ended 31 March 2026 (continued)
Annual remuneration report (continued)
Certain directors and senior executives had part of their entitlement deferred pending an improvement in the Company’s financial position. In
aggregate, the amount owing to Directors in respect of unpaid remuneration for 2026 and prior periods as at 31 March 2026 was £254,416
(2025: £84,222). Amounts due to former directors and senior management unpaid at the year end amounts to £434,341 (2025: £239,276),
excluding amounts claimed as disclosed in note 26.
No share-based payments were awarded to the Directors during the years ended 31 March 2026. In 2025 there were no share based awards
other than those settled in ordinary shares as shown in the table above. There were no changes made to previous awards, accordingly, there
was no charge recorded for share-based payments.
As explained in Note 26 to the financial statements, the Company received correspondence in late 2025 claiming sums totalling £0.924
million plus interest in respect of alleged monies due in respect of unpaid directors' fees, remuneration and compensation on termination in
respect of former directors Mr Shishir Poddar and amounts due up to her termination date for Ms Puruvi Poddar. The Company has not
accepted those claims and has responded accordingly. The Company may also have counter claims.
Total Pension Entitlements (audited)
No pension plan was in place for any director. Certain directors were paid additional amounts in lieu of pension contributions as also detailed
above. During the year to 31 March 2026, the Company paid pension contributions to the UK Government NEST pension scheme in respect
of an employee.
Service contract information
In respect of individual director service contracts and arrangements as at 31 March 2026:
Mr Mark Rollins
had a service contract as Executive Chairman effective from 1 January 2025 with an interim annual base salary of
£200,000, a bonus target of 50% of base linked to certain performance milestones to be set by the Remuneration and Nominations
Committee and Board, 5% of salary in cash in lieu of pension, and a contribution towards health insurance. His base salary was reduced to
£150,000 pa from July 2025. This was revised to £30,000 pa from 1 January 2026 as part of his transition to Non-Executive Chairman. Mr
Rollins resigned as a director on 3 June 2026.
Mr Lynch-Bell
served under a service contract as Non-Executive Chairman from 10 June 2024 to 31 December 2024 and Non-Executive
Director from 1 January 2025 to 14 February 2025 with a fee of £132,000 pa. His contract was amended by agreement in early 2025 and he
served as a non executive director with an interim base fee of £48,000 pa, reducing to £36,000 pa from 1 July 2025. Mr Lynch-Bell resigned
as a director on 3 June 2026.
Mr James Nieuwenhuy
s had a service contract as CEO and director effective from his appointment as CEO effective from 3 January 2025
with an interim base salary of £200,000 pa, a bonus target of 50% of base linked to certain performance milestones to be set by the
Remuneration and Nominations Committee and Board, 5% of salary as cash in lieu of pension, and a contribution towards health insurance.
Mr Nieuwenhuys has a notice period of 6 months. His base salary reduced to £150,000 pa from 1 July 2025 and he became a non executive
director in October 2025 when his salary reduced to £30,000 pa. Mr Nieuwnhuys currently has a notice period of one month.
Mr Christian St. John-Dennis
had a service contract as Non-Executive Director with an interim base fee of £48,000 pa from appointment,
reducing to £36,000 pa from 1 July 2025, plus £6,000 for serving as Chair of the Remuneration Committee. On 1 October 2025 Mr Dennis’
fee was reduced to £30,000 pa. He currently has a notice period of one month.
Payments to Past Directors (audited)
See the 2025 remuneration section above regarding certain claims made for 2025 compensation and in respect of termination during 2025.
This Remuneration Report was approved by the Remuneration and Nominations Committee and by the Board on 30 July 2026 and signed on
its behalf by:
C St. John-Dennis
Chairman of Remuneration and Nominations Committee
Page 39
Total Graphite Plc
Independent Auditor's Report
Qualified opinion
We have audited the financial statements of Total Graphite Plc (the ‘Parent Company’) and its subsidiaries (the Group) for the year ended 31
March 2026 which comprise the Consolidated Income Statement and Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement
of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows, and notes to the financial
statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted International Accounting Standards, and as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion, except for the effects of the matter described in the Basis for qualified opinion section of our report:
• the financial statements give a true and fair view of the state of the Group’s and of the parent company affairs as at 31 March 2026 and of
the Group’s loss for the year then ended;
• the financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;
• the parent company financial statements have been properly prepared in accordance with UK adopted International Accounting Standards
and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion on financial statements
Rehabilitation provision
A provision of £0.2 million in respect of mine rehabilitation costs, has been recognised, as disclosed in note 27 of the financial statements.
We understand that the Board plans to undertake a comprehensive review of the rehabilitation obligations including an external review and
quantification of the Group’s potential rehabilitation obligations over the next twelve months. However, although this review is currently in
progress it is incomplete and together with the absence of an external report we were unable to obtain sufficient appropriate audit evidence
regarding the completeness of the provision. Consequently, we were unable to determine whether an adjustment to this amount was
necessary.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the audit of the financial statements section of our report. We
are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Our approach to the audit
Our group audit was scoped by obtaining an understanding of the group and the parent company and their environment, including the group’s
system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented
a risk of material misstatement.
In order to address the audit risks identified during our planning procedures, the group audit engagement team performed a full scope audit of
the financial statements of the Group and the Parent Company.
As at 31 March 2026 the Group had six components whose transactions and balances are included in the consolidated financial statements of
which four components were assessed as being full scope.
For those components that presented a higher risk of material misstatement or contributed significantly to the overall Group’s results or
financial position, a full scope audit was conducted.
In addition to the Parent Company, Tirupati Madagascar Ventures Sarl, Establissements Rostaing Sarl and Suni Resources S.A. were
assessed as being full scope. Tirupati Madagascar Ventures Sarl and Establissements Rostaing Sarl were audited by Moore Mauritius, and
Suni Resources S.A. was audited by Moore Mozambique, both under the supervision and direction of the group audit engagement team.
For components requiring a full scope audit approach, we evaluated controls by performing walkthroughs over the financial reporting
systems identified as part of our risk assessment, reviewed the financial statements production process and addressed critical accounting
matters. We then undertook substantive testing on significant classes of transactions and material account balances.
Page 40
Total Graphite Plc
Independent Auditor's Report (continued)
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters How our scope addressed this matter
Carrying value of property plant and equipment (PPE) and
intangible assets
Our work included, but was not limited to, the following
procedures:
The Group’s accounting policy in respect of PPE and intangible
assets is set out on pages 56 and 57 respectively.
• obtaining an understanding of management’s process for
assessing the carrying value of PPE and intangible assets and
evaluating the design and implementation of relevant controls.
The carrying value of PPE assets is £17.808 million (2025:
£18.867 million) which comprise plant and machinery, mine
development assets of £5.275 million (2025: £5.455 million) as
well as assets not utilised in production of £9.006 million (2025:
£8.763 million).
• confirming legal title to the relevant mining licences to
supporting documentation.
The carrying value of intangible assets of £3.569 million (2025:
£3.276 million) assets comprise allocations of purchase
consideration to rights under mining concessions and licences,
including rights to explore, principally the Sahamamy concession.
• critically assessing the ability of the Group to physically access
the mine sites in Madagascar and Mozambique considering the
ongoing political situations in both jurisdictions.
Management has performed an impairment review of property
plant and equipment and intangible assets and concluded that no
impairment is required.
• critically assessing management’s impairment assessment which
was based on the Fair Value Less Cost of Disposal ('FVLCD')
assessment.
The assessment of the recoverable amount of the development and
production assets required judgments and estimates by
management regarding the inputs applied in the models including
future graphite prices, production forecasts, estimates of reserves,
operating and development costs and discount rates.
• testing the mathematical accuracy of the valuation model used by
management.
The carrying value of the Group’s PPE and intangible assets was
therefore considered to be a key audit matter.
• critially assessing and challenging the key assumptions
judgements and estimates made by management, including forecast
graphite prices, production output levels, costs associated with
extraction and discount rates.
• evaluating the basis of production forecasts, considered the
historical impact of such activities and evaluated the extent to
which appropriate costs were included in the forecasts.
• performing sensitivity analysis on the impairment model to
establish the impact of possible changes of the key assumptions
and estimates.
• reviewing the adequacy of the disclosures in the financial
statements in accordance with IAS 36.
Based on our procedures performed we are satisfied that that there
was no impairment of development and production assets and that
the associated disclosures included in the financial statements are
appropriate.
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Total Graphite Plc
Independent Auditor's Report (continued)
Key Audit Matters How our scope addressed this matter
Carrying value of investents in shares and loans due from
group undertakings
Our work included, but was not limited to, the following
procedures:
The Group’s accounting policy in respect of investments is set out
on page 58.
• obtaining an understanding of management’s process for
assessing the recoverability of investments and intercompany
balances and evaluating the design and implementation of relevant
controls.
The carrying value of investments in group undertakings is £9.359
million (2025: £9.359 million) and loans due from the group
undertakings held by the Company is £15.206 million (2025:
£15.516 million).
• evaluating the financial position of the subsidiary entities,
including reviewing their latest management accounts and audited
financial statements.
Management has performed an impairment review of carrying
value of investments and loans made to group undertakings.
• critically assessing management’s assumptions and estimates in
determining recoverable value of investments and loans to group
undertakings.
The impairment assessment requires judgments and estimates in
determining recoverable value of investments and loans made to
group undertakings.
• performing sensitivity analysis on the impairment model to
establish the impact of possible changes of the key assumptions
and estimates.
The carrying value of investments and loans in group undertakings
was therefore considered to be a key audit matter.
• assessing the recoverability of intercompany receivable balances
through review of aging analyses, evaluation of the counterparties’
liquidity positions, and inspection of subsequent receipts where
applicable.
• reviewing the adequacy of the disclosures in the financial
statements in accordance with IAS 36 and IFRS 9.
Based on our procedures performed we are satisfied that there was
no impairment of investments and loans due from group
undertakings and the associated disclosures included in the
financial statements are appropriate.
Key Audit Matters How our scope addressed this matter
Going concern (Group and Company) (refer to note 2)
The Group incurred a loss after tax of £5.941 million for the year
ended 31 March 2026 and has cash and cash equivalents of only
£0.277 million available at 31 March 2026.
Our audit work and conclusion in respect of going concern has
been detailed in the ‘Material uncertainty related to going concern’
section of our audit report.
Based on management forecasts, the Group is not expected to be
generating sufficient cash from operations to meet its working
capital requirements for a period of at least twelve months from the
date of these financial statements.
The Directors have prepared cash flow forecasts that show that, in
the absence of additional debt or equity funding the Group and
Company will not be in a position to meet their working capital
requirements in the future and for at least twelve months from the
date of approval of the financial statements. Additional refinancing
will also be required in the event that the 2022 Convertible Loan
Notes are not converted into equity at their maturity date of 31
March 2027.
Whilst the directors are confident that additional funding can be
obtained within this period and have identified potential funders,
there can be no certainty that sufficient additional funding will be
able to be obtained.
Whilst the directors consider that there is a reasonable expectation
that the 2022 Convertible Loan Notes will either be successfully
converted or refinanced this is a matter which is outside of their
full control.
Given that the additional funding has not been secured at the date
of signing of these financial statements, the ability of the Group
and Company to continue as a going concern was considered to be
a significant risk and a key audit matter.
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Total Graphite Plc
Independent Auditor's Report (continued)
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as follows.
Group Parent Company
Overall group materiality £645,000 £580,500
Basis of determining materiality 3% of net assets 3% of net assets restricted to 2.15%
Performance materiality £322,500 £290,250
Rationale for the benchmark applied When determining materiality, we determine an appropriate
percentage of our chosen benchmark, with the choice of an
appropriate benchmark as our starting point. We determined that an
asset based measure of materiality continued to be appropriate..
However we considered that net assets was an appropriate
benchmark. We considered that this was an appropriate benchmark
as the Group and Parent Company have significant payables
including Convertible Loan Notes at 31 March 2026 which may
influence users of the financial statements. As a result we
concluded that net assets is a key financial metric for the users of
the financial statements.
Basis for performance materiality We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes.
We agreed with the Board and Audit Committee that we would report to them misstatements identified during the audit greater than 5% of
overall materiality. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Material uncertainty related to going concern
We draw attention to note 2 to the financial statements on page 54, which describes the Directors’ assessment of the going concern basis of
preparation and the existence of a material uncertainty in relation to that assessment.
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of
accounting included:
• We reviewed management’s going concern assessment paper and the cash flow forecast prepared by management and approved by the
Board.
• We critically assessed the going concern paper and the forecast taking into account key assumptions and various scenarios prepared by
management and the impact they would have on the Company’s and Group’s ability to continue operating as a going concern.
• We performed sensitivity assessments over the key assumptions in the forecast including the impact of severe but plausible scenarios and
severe but unlikely downside scenarios, and extended these beyond the 12 months from the date of approval of these financial statements to
assess the Company’s and Group’s ability to continue as a going concern.
• As part of our sensitivity assessment of these forecasts and scenarios we critically assessed the level of headroom available and the
assumptions used including mitigating actions available to management, graphite prices, discount rate and capital expenditure requirements.
• We compared production forecasts to historical trends and considered the graphite price assumptions against consensus market prices. We
also compared forecast costs with historical expenditure.
•
• We critically assessed the ability of the Company and Group to raise further finance.
• We reviewed the adequacy of the disclosures in the financial statements in respect of going concern against the requirements of
UK-adopted International Accounting Standards.
Page 43
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Independent Auditor's Report (continued)
For the year ended 31 March 2026, the Group reported a loss after tax of £5.941 million and had available cash of £0.277 million at 31
March 2026.
The Directors have assessed the Group’s ability to continue as a going concern for a period of at least twelve months from the date of
approval of these financial statements. As disclosed in note 2, this assessment incorporates the Board’s review of the cash flow forecasts to
that date and assumes the successful conversion or refinancing of the 2022 convertible loan notes prior to their maturity date of 31 March
2027.
While the Directors consider that there is a reasonable expectation that the 2022 Convertible Loan Notes will be successfully converted or
refinanced, a material uncertainty exists as to whether a successful conversion or refinancing, which is a matter which is outside the full
control of the Directors, will occur. The cash flow forecasts also assume the raising of additional debt or equity financing in the short term in
order for the Group and Company to meet their ongoing liabilities as they fall due. These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Emphasis of Matter
We draw attention to the Strategic Report on pages 9 and 19, which describes the uncertainties related to the insurgency issues in
Mozambique. The Group has considered the current security situation, and although the insurgency related security issues have not directly
impacted the project facilities to date, the ultimate outcome, duration, scale, and extent of the conflict remain unpredictable. Accordingly, its
potential impact on the Group and the Company cannot be determined with any certainty. The carrying value of the grosss assets located in
Mozambique are £13.5 million at 31 March 2026.
Our opinion is not modified in respect of this matter.
Other information
The other information comprises all of the information in the Annual Report, other than the financial statements and our auditors’ report
thereon. The Directors are responsible for the other information, which includes reporting based on the Task Force on Climate-related
Financial Disclosures (‘TCFD’) recommendations. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance
thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, our audit opinion is qualified because we were unable to obtain sufficient
appropriate audit evidence regarding the completeness of the rehabilitation provision in respect of the Malagasy and Mozambique mine sites.
We have concluded that where the other information refers to these or to related balances, it may also be materially misstated for the same
reason.
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter referred to in the basis for qualified opinion section of our report, in our opinion, based on the
work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matter referred to in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of
the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or
the Directors’ Report.
In respect solely of the limitation on our work relating to the Malagasy and Mozambique rehabilitation provision, described above:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records had been kept.
Page 44
Total Graphite Plc
Independent Auditor's Report (continued)
Matters on which we are required to report by exception (continued)
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• a corporate governance statement has not been prepared by the Parent Company.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 36, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at:
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to
fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud
identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the Group and Parent Company and considered that
the most significant are the Companies Act 2006, UK adopted International Accounting Standards, the Listing Rules, the Disclosure and
Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the Company complies with these requirements by discussions with management and those charged
with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how
it might occur, by holding discussions with management and those charged with governance.
• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected
non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and
regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative
evidence as required.
Page 45
Total Graphite Plc
Independent Auditor's Report (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
• We evaluated managements’ incentives to fraudulently manipulate the financial statements and determined that the principal risks related to
management bias in accounting estimates and judgemental areas of the financial statements. We challenged the assumptions and judgements
made by management in respect of the significant areas of estimation, as described in the key audit matters section.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance
with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
We were re-appointed by the Board of Directors on 5 June 2026 to audit the financial statements for the year ended 31 March 2026. Our total
uninterrupted period of engagement is two years, covering the year ended 31 March 2025 and the year ended 31 March 2026.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we remain
independent of the Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken for no purpose other than to draw to the attention of the company’s members those matters which we are
required to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility
to any party other than the company and company’s members as a body, for our work, for this report, or for the opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
9 Appold Street
London
EC2A 2AP
30 July 2026
Page 46
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Consolidated Income Statement and Statement of Comprehensive Income for the Year Ended 31
March 2026
| 2026 | 2025 | |||
| Note | £ 000 | £ 000 | ||
| Revenue | 5 | |||
| Cost of sales | 6 | ( | ( | |
| Depreciation of operating assets | ( | ( | ||
| Gross loss | ( | ( | ||
| Administrative expenses | 7 | ( | ( | |
Gain/(loss) on disposal of property, plant and equipment | ( | |||
Operating loss | ( | ( | ||
| Finance income | ||||
| Finance expense | ( | ( | ||
| Total finance cost | 10 | ( | ( | |
| Loss before tax | ( | ( | ||
| Taxation expense | 11 | ( | ( | |
| Loss for the year attributable to the equity holders of the parent | ( | ( | ||
| Loss for the year | ( | ( | ||
| Items that may be reclassified subsequently to the income statement | ||||
| Currency translation differences arising on translations of foreign operations | ( | |||
| Total comprehensive loss attributable to: | ||||
| Equity holders of the parent | ( | ( | ||
| Loss per ordinary share | 21 | |||
| Basic - pence | ( | ( | ||
| Diluted -pence | ( | ( |
The parent Company is claiming the exemption under the Companies Act 2006 s408 not to present it's individual income statement. The
Company made a loss of £3,226,000 in the year (2025: loss of £3,010,000).
The notes on pages 54 to 82 form an integral part of these financial statements.
Page 47
Total Graphite Plc
(Registration number: 10742540)
Consolidated Statement of Financial Position as at 31 March 2026
| 2026 | 2025 | ||
| Note | £ 000 | £ 000 | |
| Assets | |||
| Non-current assets | |||
| Intangible assets | 12 | ||
| Property, plant and equipment | 13 | ||
| Trade and other receivables | 16 | ||
| Current assets | |||
| Inventories | 15 | ||
| Trade and other receivables | 16 | ||
| Restricted cash | 20 | ||
| Cash and cash equivalents | 20 | ||
| Total assets | |||
| Equity and liabilities | |||
| Current liabilities | |||
| Trade and other payables | 17 | ( | ( |
| Loans and borrowings | 19 | ( | ( |
( | ( | ||
| Non-current liabilities | |||
| Lease liability | 17 | ( | ( |
| Provisions | 27 | ( | ( |
| Loans and borrowings | 19 | ( | |
( | ( | ||
| Total liabilities | ( | ( | |
| Equity | |||
| Share capital | 23 | ( | ( |
| Share premium | ( | ( | |
| Merger reserve | 23 | ( | |
| Share warrant reserve | 24 | ( | ( |
| Foreign currency translation reserve | |||
Accumulated profits/losses | |||
Equity attributable to owners of the company | ( | ( | |
| Total equity and liabilities | ( | ( |
Approved by the Board on 30 July 2026 and signed on its behalf by:
C G St. John-Dennis
Chairman
The notes on pages 54 to 82 form an integral part of these financial statements.
Page 48
Total Graphite Plc
(Registration number: 10742540)
Company Statement of Financial Position as at 31 March 2026
Note
2026
£ 000
2025
£ 000
Assets
Non-current assets
Shares in group undertakings
14 9,359 9,359
Loans due from group undertakings
14
15,206 15,516
24,565 24,875
Current assets
Trade and other receivables
16 6,980 3,178
Cash and cash equivalents
20
22 126
7,002 3,304
Total assets
31,567 28,179
Equity and liabilities
Current liabilities
Trade and other payables
17 (2,474) (2,377)
Loans and borrowings
19
(2,154) (3,049)
(4,628) (5,426)
Non-current liabilities
Loans and borrowings
19
- (1,912)
Total liabilities
(4,628) (7,338)
Equity
Share capital
23 (9,704) (3,465)
Share premium
(29,760) (29,489)
Merger reserve
23 (2,153) -
Share warrant reserve
24 (777) (116)
Accumulated losses 15,455 12,229
Total equity
(26,939) (20,841)
Total equity and liabilities
(31,567) (28,179)
Approved by the Board on 30 July 2026 and signed on its behalf by:
.........................................
C G St. John-Dennis
Chairman
The notes on pages 54 to 82 form an integral part of these financial statements.
Page 49
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Consolidated Statement of Changes in Equity for the Year Ended 31 March 2026
| Currency | |||||||
| translation | Share warrant | Accumulated | |||||
| Share capital | Share premium | Merger reserve | reserve | reserve | profits/losses | Total equity | |
| £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | |
| At 1 April 2024 | ( | ( | |||||
| Loss for the year | ( | ( | |||||
Other comprehensive loss | |||||||
| Total comprehensive loss | ( | ( | |||||
New share capital subscribed | |||||||
| At 31 March 2025 | ( | ( |
| Currency | |||||||
| translation | Share warrant | Accumulated | |||||
| Share capital | Share premium | Merger reserve | reserve | reserve | profits/losses | Total equity | |
| £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | |
At 1 April 2025 | ( | ( | |||||
| Loss for the year | ( | ( | |||||
| Other comprehensive loss | ( | ( | |||||
| Total comprehensive loss | ( | ( | ( | ||||
| New share capital subscribed** | |||||||
| Arising on the conversion of the convertible loan | |||||||
notes* | |||||||
| At 31 March 2026 | ( | ( |
*The merger reserve and increase in the warrrant reserve arises on the issue of shares and conversion of convertible loan notes as more fullly explained in note 23 in relation to the merger reserve and note 24 in
relation to the share warrant reserve.
** The increase in the share premuim account of £271,000, is as a result of £799,000 arising as a result of the share issue less £528,000 costs incurred in relation to the share issue and conversion of convertible
loan notes.
The notes on pages 54 to 82 form an integral part of these financial statements.
Page 50
Total Graphite Plc
Company Statement of Changes in Equity for the Year Ended 31 March 2026
Share capital
£ 000
Share premium
£ 000
Merger reserve
£ 000
Share warrant
reserve
£ 000
Accumulated
losses
£ 000
Total
£ 000
At 1 April 2024 3,107 28,819 - 116 (9,219) 22,823
Loss for the year - - - - (3,010) (3,010)
Total comprehensive income
- - - - (3,010) (3,010)
New share capital subscribed
358 670 - - - 1,028
At 31 March 2025
3,465 29,489 - 116 (12,229) 20,841
Share capital
£ 000
Share premium
£ 000
Merger reserve
£ 000
Share warrant
reserve
£ 000
Accumulated
losses
£ 000
Total
£ 000
At 1 April 2025 3,465 29,489 - 116 (12,229) 20,841
Loss for the year
- - - - (3,226) (3,226)
Total comprehensive income
- - - - (3,226) (3,226)
New share capital subscribed**
6,239 271 - - - 6,510
Arising on the conversion of convertible loan notes* - - 2,153 661 - 2,814
At 31 March 2026
9,704 29,760 2,153 777 (15,455) 26,939
*The merger reserve and increase in the warrrant reserve arises on the issue of shares and conversion of convertible loan notes as more fullly explained in note 23 in relation to the merger reserve and note 24 in
relation to the share warrant reserve.
** The increase in the share premuim account of £271,000, is as a result of £799,000 arising as a result of the share issue less £528,000 costs incurred in relation to the share issue and conversion of convertible
loan notes.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Consolidated Statement of Cash Flows for the Year Ended 31 March 2026
| 2026 | 2025 | ||
| Note | £ 000 | £ 000 | |
| Cash flows from operating activities | |||
| Net cash outflow from operating activities | 22 | ( | ( |
| Cash flows from investing activities | |||
| Interest received | 10 | ||
| Acquisitions of property plant and equipment | ( | ||
Proceeds from sale of property plant and equipment | |||
Net cash flows from investing activities | ( | ||
| Cash flows from financing activities | |||
| Proceeds from issue of ordinary shares | |||
| Proceeds from issue of convertible debt | |||
| Loans received | |||
| Interest paid | ( | ( | |
| Loan and lease repayments | ( | ( | |
Costs in relation to share and convertible loan note issues | ( | ||
Net cash flows from financing activities | |||
| Net increase/(decrease) in cash and cash equivalents | ( | ||
| Cash and cash equivalents at 1 April | |||
Effect of exchange rate fluctuations on cash held | |||
| Cash and cash equivalents at 31 March |
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 totalling
£7.454 million (including accrued interest). Further details are disclosed in notes 19 and 22 of the financial statements.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Company Statement of Cash Flows for the Year Ended 31 March 2026
Note
2026
£ 000
2025
£ 000
Cash flows from operating activities
Net cash outflow from operating activities
22
(3,199) (664)
Net cash flow from operating activities (3,199) (664)
Cash flows from investing activities
Loans to subsidiaries
(278) (971)
Cash flows from financing activities
Proceeds from the issue of shares
238 -
Proceeds from issue of convertible debt
3,935 50
Costs of share and convertible loan notes issue
(468) -
Short term borrowings raised
- 2,140
Interest repaid
(14) (531)
Loans repaid (318) -
Net cash flows from financing activities 3,373 1,659
Net (decrease)/increase in cash and cash equivalents
(104) 24
Cash and cash equivalents at 1 April 126 102
Cash and cash equivalents at 31 March
22 126
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 totalling
£7.454 million (including accrued interest). Further details are disclosed in notes 19 and 22 of the financial statements.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026
1 General information
incorporated in England and Wales under the Companies Act 2006 and is domiciled in England and Wales . The registered office address is
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 (“LSE”). 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 “Group”). 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 £1,000, for convenience), which is
considered the currency of the primary economic environment in which the Company operates. The Group’s 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’s
financing, the functional currency this is deemed to be the functional currency.
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’s and Group’s 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’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Strategic Report. The financial position of the Group and the Company 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 £0.28
million. As at 24 July 2026 the Group had an available cash balance of £1m.
The Group reported a loss after tax for the year ended 31 March 2026 of £5.9m (2025: £5.9m). 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’s objectives, policies and processes for managing its business and capital, its financial risk management objectives;
details of its financial instruments; and its exposure to liquidity risk.
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’s 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 £1.92 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.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
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.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
4 Accounting policies (continued)
5 Revenue
The Group and the Company derive revenue from customers in the following geographical
regions:
2026 | 2025 | |
£000 | £000 | |
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 | |
£000 | £000 | |
Customer A | 548 | 439 |
Customer B | 363 | 288 |
| Customer C | 232 | 252 |
1,143 | 979 |
6 Cost of sales
| Cost of sales comprises: | 2026 | 2025 |
£000 | £000 | |
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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
| Administrative expenses comprises: | 2026 | 2025 |
£000 | £000 | |
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 |
| Fees payable to the Company’s auditor and their associates for the audit of the Company and | 2026 | 2025 |
| consolidated financial statements: | ||
£000 | £000 | |
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 |
| Group | ||
| The aggregate remuneration comprised: | 2026 | 2025 |
£000 | £000 | |
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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
2026 | 2025 | |
| The average number of employees (including Directors) was: | 281 | 343 |
| Remuneration of the highest paid director: | 2026 | 2025 |
£000 | £000 | |
Emoluments and fees | 124 | 266 |
| Payment in lieu of retirement benefits | 8 | 25 |
132 | 291 |
| 2026 | 2025 | |
| £ 000 | £ 000 | |
| Finance income | ||
| Interest income | 66 | 150 |
| Finance costs | ||
Interest expense | (887) | (664) |
| Net finance costs | (821) | (514) |
| Tax charged in the income statement | ||
| 2026 | 2025 | |
| £ 000 | £ 000 | |
| Current taxation | ||
| Income tax | 20 | 71 |
| 2026 | 2025 | |
| £ 000 | £ 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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
11 Income tax (continued)
Unrecognised deferred taxation assets | 2026 | 2025 |
£000 | £000 | |
Taxation losses - Group | 4,937 | 7,655 |
| Taxation losses - Parent | 2,723 | 1,500 |
| Group | ||
| Sahamamy | ||
| licence | ||
| concession | Total | |
| £ 000 | £ 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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
12 Intangible assets (continued)
13 Property, plant and equipment
| Group | ||||
| Mine | Assets not | |||
| development | Plant and | utilised in | ||
| assets | machinery | production | Total | |
| £ 000 | £ 000 | £ 000 | £ 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 £94,000 (2025: £54,000) including accumulated depreciation
of £21,000 (2025: £13,000) at 31 March 2026.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
13 Property, plant and equipment (continued)
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.
| 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.º | Graphite mining | Ordinary shares | 99.99% Note (c) | |
4000, | Edifício Solar das | ||||
| Acácias, n.º 5 e 6, Cidade | |||||
| de Maputo, Mozambique | |||||
Suni Balama Central, S.A. | Av. Julius Nyrere, n.º | Graphite mining | Ordinary shares | 99.98% Note (d) | |
4000, | Edifício Solar das | ||||
| Acácias, n.º 5 e 6, Cidade | |||||
| de Maputo, Mozambique | |||||
TGF Limited | PO Box 451, Market | ||||
| Building, Fountain Street, | |||||
| St Peter Port, Guernsey, | |||||
| GY1 3GX. | |||||
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
14 Investments (continued)
| Investments and amounts due from subsidiaries | |||
| Shares in group | Loans due from | ||
| undertakings | group | Total | |
| undertakings | |||
| Cost | £'000 | £'000 | £'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 |
15 Inventories
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| £ 000 | £ 000 | £ 000 | £ 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: £nil).
The movement in inventories recognised as a credit in the income statement £63,000 (2025: expense £700,000) see note 6.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
16 Trade and other receivables
Group | Group | Company | Company | |
2026 | 2025 | 2026 | 2025 | |
Non-current | £000 | £000 | £000 | £000 |
| Deposits | 19 | 42 | - | - |
19 | 42 | - | - |
Current
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| £ 000 | £ 000 | £ 000 | £ 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 £0.6 million (2025: £1.2 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 £0.67 million (2025: £0.85 million) in respect of Mozambique VAT, which represents a gross amount of £1.3m
(2025: £1.5m) 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 £287,000 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 £88,000 fully provided against in the
prior year.
17 Trade and other payables
Current
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| £ 000 | £ 000 | £ 000 | £ 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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
17 Trade and other payables (continued)
Group | Group | Company | Company | |
2026 | 2025 | 2026 | 2025 | |
Non-current | £000 | £000 | £000 | £000 |
| 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.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
18 Related party transactions (continued)
d) (continued)
19 Loans and borrowings
| Group and | Group and | ||
| Company | Company | ||
2026 | 2025 | ||
£000 | £000 | ||
| 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 | ||
£000 | £'000 | ||
2022 | CLN | - | 1,862 |
2024 | CLN | - | 50 |
| Total non-current loans and borrowings | - | 1,912 | |
| Total borrowings | 2,154 | 4,961 | |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
19 Loans and borrowings (continued)
| Movements in Company and Group borrowings | Group and | Group and |
| Company | Company | |
2026 | 2025 | |
£000 | £000 | |
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 |
| 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’ option | Additionally at the Company’s | ||
| option as soon as the resulting shares | ||||
| could be admitted to trading | ||||
Conversion price | 45p per ordinary share | 2.5p per ordinary share | ||
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
19 Loans and borrowings (continued)
| 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’ option | At the holders’ 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’ 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’ option | Additionally at the Company’s | |
| 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’ option | Additionally at the Company’s | |
| 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 | ||
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
19 Loans and borrowings (continued)
| 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’ option. Additionally | |||
| at the Company’s 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 | ||
£ | £ | ||
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.
20 Cash and cash equivalents
| Group | Group | Company | Company | |
| 2026 | 2025 | 2026 | 2025 | |
| £ 000 | £ 000 | £ 000 | £ 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.
21 Loss per ordinary share
2026 | 2025 | |
Loss attributable to equity holders of the Company (£’000) | (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 notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
21 Loss per ordinary share (continued)
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 £5,941,000 (2025: £5,884,000), 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’s reporting.
22 Notes to the cash flow statement
Group | Group | Company | Company | |
2026 | 2025 | 2026 | 2025 | |
£'000 | £'000 | £'000 | £'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) |
23 Share capital
| Issued and fully paid | ||
Number | £000 | |
| 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.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
23 Share capital (continued)
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 £2,398,500. 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 £7,453,000 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 £1.161 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 £2.94 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 £5.02
million of liabilities, including accrued interest, to equity.
(iii) Funds of £0.26 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 £0.276 million of liabilities, including accrued interest, to equity.
(iv) Funds of £0.735 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 £0.998 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 £11 to Optiva Securities Limited. This 11% was acquired by the Company for £11 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.
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 £2,398,500 amounted to 79,950,000 warrants ("the placing
warrants") at 3.75p and expire on 27 March 2028.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
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:
● Expected volatility: 70%
● Contractual life of the warrant: 24 months
● Risk free interest rate: 3.75% p.a.
● The share price at the date of grant was 1.52p
● Expectd dividend yield is nil during the contractual life of the warrant.
The fair value was calculated as £661,000. 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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
25 Financial instruments (continued)
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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
25 Financial instruments (continued)
Sensitivity analysis | Group | Group | Company | Company |
2026 | 2025 | 2026 | 2025 | |
£'000 | £'000 | £'000 | £'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) | - | - |
Financial assets | Group | Group | Company | Company |
2026 | 2025 | 2026 | 2025 | |
£000 | £000 | £000 | £000 | |
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 |
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
25 Financial instruments (continued)
Liquidity risk (continued)
Group - Financial liabilities | 2026 | 2026 | 2026 | 2026 | 2025 | 2025 | 2025 | 2025 |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £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 | 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 |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'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 |
26 Contingent liabilities
(a) Prior director claims
The Company has received correspondence in late 2025 seeking to recover sums totalling £923,843 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 (“Pranagraf”) 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’s 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’s 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.
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
26 Contingent liabilities (continued)
(b) Pranagraf claims (continued)
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.
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’s obligations for restoration and rehabilitation.
A provision of £201,000 (2025: £201,000) 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.
28 Commitments
The Group and Company had no significant capital commitments as at 31 March 2026 or 31 March 2025.
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 (“VWAP”) 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).
The notes on pages 54 to 82 form an integral part of these financial statements.
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Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)
29 Events after the reporting period (continued)
(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 £0.015, 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 (“Shares”) 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:
• 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).
• 1,561,863 ordinary shares issued at 3.75p for conversion of £50,000 CLN 2022 Notes and related accrued interest following receipt of a
noteholder’s conversion notice.
The total issued share capital after the issue is 768,406,787 ordinary shares.
The notes on pages 54 to 82 form an integral part of these financial statements.
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