TIDMTGR

RNS Number : 2002M

Tirupati Graphite PLC

17 September 2021

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this information is considered to be in the public domain.

17 September 2021

Tirupati Graphite plc ('Tirupati' or the 'Company')

Final Results

Tirupati Graphite plc, the fully integrated, revenue generating, specialist graphite producer and graphene and advanced materials developer, is pleased to announce its Final Results for the year ended 31 March 2021. A copy of the Report and Accounts will be available shortly on the Company's website, www.tirupatigraphite.co.uk.

HIGHLIGHTS - DURING & POST PERIOD

Madagascar operations further strengthen value building from primary flake graphite projects

   --    Sahamamy 3,000 tpa plant achieves 57% operating margins, up from 48% in the previous year. 

-- Vatomina 9,000 tpa plant commissioned in September 2021, production now ramping up to full capacity.

-- Construction activities for second 18,000 tpa module at Sahamamy underway which will uplift production capacity to 30,000 tpa by Q1/Q2 2022, 10x from the previous year that is set to grow to 84,000 tpa by 2024.

-- Buyers for the Company's high-quality flake graphite from Madagascar including large corporates from the US, EU and Asia are lined up with market development activities ongoing in advance of Company's expanding production.

-- Company's transition to renewable energy to substantially meet its energy needs commenced with development of its first hydro power project at Sahamamy, affirming its commitment to green energy and sustainability.

-- Company well positioned to benefit from post pandemic recovery and capture economies of scale as it increases production capacities from its Madagascan projects.

Financial Highlights

-- Revenues of GBP1,123,426 and Operating Profits of GBP635,342, representing 57% operating margins.

-- Negative EBITDA marginally higher at GBP(896,239) compared to GBP(684,872) in 2020, despite extensive corporate and business development and accelerated project development activities post admission.

-- Successfully raised gross proceeds of GBP6 million at 45p per share at IPO in December 2020 and a further GBP10 million at 90p per share in April 2021. The Company is now fully funded through to end of 2022 for its stage 1 developments across its portfolio of business units (see RNS dated 16 April 2021).

-- Emphasis remains on controlling CAPEX and OPEX to maintain its demonstrated low-cost advantage, generating early revenues to minimise pre-production investments and maximising margins from operations.

Speciality graphite and graphene & technology divisions under TSG continue to evolve

-- 1,200 tpa plant at the Patalganga project continued to develop and deliver niche expandable graphite products for a variety of applications, continuing to create new markets and buyers ahead of the large scale speciality graphite project coming into production in 2H 2022.

-- Spheroidization technology evolved in collaboration with a German equipment manufacturer with yields of up to 68% as compared to average c.35% using existing Chinese manufacturing technologies.

-- Company's non-energy intensive, zero hydro-fluoric acid purification technology for its high-purity graphite continues to receive significant interest from buyers for its green and sustainability advantages.

-- First stage development at Tirupati Graphene and Mintech Research Centre ("TGMRC") the Company's state-of-the-art R&D and technology centre commissioned enabling graphene manufacturing, advanced materials developments and mineral processing technology consultancy activities to advance and come into first revenues.

-- TGMRC developed ground-breaking graphene-aluminium composite ("Al-Gr Composite") and is working with a suite of companies including a FTSE 100 company engaged in the manufacturing of conductors for advanced applications including aerospace, green mobility, sub-sea transmission etc.

Highly favourable current and long-term demand profile across business units

-- UBS suggests a 700% growth in demand for flake graphite to 5.9 million tonnes per year by 2030.

-- Graphite designated as a critical raw material by US and EU, making it a key contributor to the green energy transition and electrification of mobility.

-- Diverse applications for graphite including thermal management in electronics, fire safety, metal manufacturing and forming, fuel cells, polymers, composites and in other advanced materials.

-- Graphene is leading the development of 2D and advanced materials and set to fuel the upcoming Advanced Materials Revolution.

Continued corporate evolution focussed on the Environment, Sustainability and Governance

-- Admitted to the official list of quoted companies on the main market of the LSE and accredited with the Green Economy Mark for companies who contribute to climate change mitigation and adaptation, waste and pollution reduction, and the circular economy.

-- Active member and regular contributor of the Quoted Companies Alliance; Critical Materials Association; and The Graphene Council.

-- The Company has voluntarily adopted the QCA Code for Corporate Governance as far it is practicable given its size and stage and Corporate Governance Report is included in the Annual Report.

-- The Company has also voluntarily adopted the GRI standards for ESG reporting and will be releasing its maiden Sustainability Report adhering to the GRI standards in the coming weeks.

-- Kept shareholders and markets informed of significant developments of the Company through regular RNS's, road shows, investor meetings, conferences and other investor networking platforms

Raised profile as a sustainable, high-quality, technologically advanced ex-China source for flake graphite to global customers

   --    Reach registration accorded for Company's suite of expandable graphite products in the EU 

-- Marketing MOU signed with Hanwa Co. LTD., a leading Japan-based global trading and investment company and one of the larger traders of battery chemicals and steel products in the Asian region

-- Status as a sustainable supplier of flake graphite continues to develop as buyers start to recognise the Company's proprietary environmentally friendly processes compared to peers, provided critical advantage and access to new markets for its suite of primary and specialty graphite products

Focused on enhancing the Company's global resource base and diversifying supply of high-quality graphite

-- Commenced Stage II Exploration and Drilling Programme in Madagascar targeted at upgrading current Mineral Resource Statement, anticipated to complete by end of 2021.

-- Signed agreement to acquire two advanced-stage, high-grade, complementary graphite projects in Mozambique from ASX listed Battery Minerals Ltd, adding c.6x of JORC (2012) Resources and c.12x of contained graphite.

Key appointments made to strengthen and support rapid growth of the Company

   --    Appointed additional independent Non-Executive Director, Mr. Lincoln Moore. 

-- Appointed several eminent technocrats and scientists specialising in the fields of flake graphite, speciality graphite, graphene and advanced materials and mineral processing technology and over 30 engineers, geologists, and specially trained technicians across all three business units.

CHAIRMAN'S STATEMENT

First, may I extend a very warm welcome to the hundreds of new shareholders in our Company, and hundreds of stakeholders too, the Tirupati Graphite ("TG") family has grown from strength to strength in this eventful year. It is also my privilege to present to you the first Annual Report as a quoted company and the fourth since inception. We find ourselves to be fortunate - being in the right space at the right time - contributing to the global cause of mitigating the risks of climate change.

The year gone by was monumental, providing us the opportunity to extend our gratitude to the Financial Conduct Authority ("FCA") and The London Stock Exchange Group ("LSE"), and all of our advisors who helped us complete the process for admission of our ordinary shares on the main board of the LSE. The successful capital raise at our Initial Public Offering ("IPO") paved the way and the oversubscribed follow-on placing completed in April 2021 further strengthened our resolve and conviction to fast-track the development of our three business divisions in Madagascar and India. We stand tall and the Company is proud to be the only fully integrated graphite producer and developer publicly quoted in London.

During the year under review, I am pleased to report that considerable progress was made towards achieving our goal of becoming the pre-eminent supplier of sustainable graphite, graphene and advanced materials. Our focus on graphite and graphene is strategic, based not only on our team's track record of working in the sector for decades, but also on what we believe to be a highly favourable long-term demand profile of a critical material that is a substantial contributor to the global clean energy revolution and therefore, an opportunity for us to become a contributor to the evolution and advancement of new age materials for a greener globe.

You do not have to look far to see just how ubiquitous and important graphite has become to our everyday lives. Not only is it central to the green energy transition and electrification of mobility, but it is also increasingly used in the fire safety, thermal management, composites and advanced materials industries amongst many others, helping to reduce emissions, increase energy efficiency and reduce fire hazards.

According to a report by Battery Metals Review, most commentators are forecasting electric vehicles ('EV') sales to be in the range between 30-40 million per year by 2030, from the circa 2 million EVs sold in 2019 resulting in an 1100% increase in current flake demand for batteries to c.3.1 million tonnes per year by 2030. And that is for usage in batteries alone. Factoring other industries into the equation and the figure is likely to be substantially higher with the likes of UBS suggesting a 7x growth in demand to 5.9 million tonnes per year by 2030.

Notably in our opinion, not all graphite projects currently in production produce sustainable high-quality flake graphite. Much of the current volumes used in electric vehicles reaching the market comes from mines in China which tend to use significant amounts of hydrofluoric acid in their processing methods to produce high purity grades of graphite, a practice which we believe is counter to global sustainability goals in the long term.

As we have successfully demonstrated at our two Madagascan projects, Sahamamy and Vatomina, the Company is able to produce large flake, high-quality graphite using unique and importantly sustainable processing techniques which not only means that our graphite is greener, but that we can deliver it at very high margins. With our first 9,000 tpa module at Vatomina now commissioned at the upgraded capacity, and having raised additional funds in April 2021, we are accelerating our development plans and anticipate total capacity across both projects to reach 30,000 tpa by Q1/Q2 2022. This will represent a ten-fold increase since becoming a listed company in December 2020.

Concurrently, we have been pushing ahead with the redevelopment of the existing hydro power facilities in Madagascar which is targeted to meet most of the power requirements for the current Sahamamy operations. We have also initiated the studies on the use of renewable energy which is aimed at substantially powering our projects in Madagascar when we reach the 30,000 tpa capacity build out under our medium-term development plan ("MTDP").

In addition to our significant achievements under our existing development plans, the icing on the cake for us was entering into a conditional acquisition agreement for the Montepuez and Balama Central projects from ASX listed Battery Minerals Ltd. The acquisition requires approval from shareholders of Battery Minerals Ltd as well as approval by the Ministry of Mineral Resources and Energy in Mozambique. The Montepuez Project is a construction ready project with substantial reserves and resources, while the Balama Central Project is an advanced feasibility stage project with a combined JORC Code (2012) resources of c. 152 million tonnes @ 8.5% TGC. Post completion of the acquisition, the projects will provide us with additional resources to expand and diversify our supply of high-quality graphite as the markets evolve driven by growing demand from EV and other segments. The other advantages of the acquisition for us include diversification of our country risks; access to higher grade deposits; and a complementary type of graphite (i.e. more of the smaller flake variety) which is demanded by the EV sector. The acquisition demonstrates our team's ability to achieve our stated strategic objectives both operationally and corporately. The team are now working with the vendors side to complete the acquisition and have already began re-working the development plans for Montepuez using our in-house expertise and experience; it is our intention to advance into construction and first production in the shortest available time to take advantage of the favourable tailwinds of the graphite markets. We will continue to update the market on the progress of the acquisition and developments as they advance.

Our Patalganga project continues to evolve at a good pace. We continue to create new markets for our range of expandable graphite products and provide the backbone for the creation of markets for our larger downstream specialty graphite project which is under construction. The integrated, multi-product speciality graphite project will provide throughput of all variants required for high-tech graphite applications, thus making us one of the very few companies globally, which can boast the capabilities of providing 'any type of graphite' required to our customers. We have continuously differentiated and evolved our processing technologies for these niche products, distinguishing our manufacturing processes from the conventional processes used by most of the current Chinese sources of specialty graphite, minimising our footprint on the environment and ensuring our projects are sustainable.

In tandem with the growing expectations on sustainable supply chains and the opportunities this presents, we see ourselves evolving as a frontrunner in the energy storage arena, alongside fire safety and thermal management and composites and advanced materials applications of speciality graphite products.

Lastly, but not least, our Graphene and Mintech Research Centre which is our state-of-the-art R&D and technology centre designed to house our manufacturing facilities of graphene and other advanced materials, has completed the first stage development; this is a commendable achievement that truly sets us apart from any other company in the UK and possibly the world. This division of the Company has been making huge strides forward including the creation of manufacturing capabilities for Graphene Oxide ("GO") and Reduced Graphene Oxide ("rGO") at a significant and commercially viable kilogram per day scale; taken on a number of consultancy engagements for process development projects; and has made its first significant in-roads into the new world of metals and 2D composite materials.

The successful development of our ground-breaking aluminium graphene composite ("Al-Gr Composite"), which has the potential to replace copper in many weight-sensitive applications, puts us into the category of other advanced materials technology companies which is an achievement that every stakeholder should take pride in. It is also testimony to the leading efforts and capabilities of the Company in the world of advanced materials. Not surprisingly, we have been receiving a lot of interest for our Al-Gr Composite product and we are now working with a suite of companies to develop it further and pave the way to commercialisation.

To conclude, I again share our principles of value creation, which we have adopted since inception of our Company, and which continue to remain our guiding principles:

   --     Value creation for the planet and for future generations: 

By developing unique materials which have many 'green' applications contributing towards a more sustainable and greener planet for future generations and developing technologies and processes to minimise emission and waste generation.

   --     Value creation for our employees: 

By providing opportunities for performance and learning, achieving corporate goals and personal development, to inspire quality delivery on the objectives and values we strive for.

   --     Value creation for the local communities we operate in: 

By looking after our employees and their families and providing healthcare, education and recreational facilities and support for local communities, helping bring communities together and improving their general quality of life.

   --     Value creation for our shareholders: 

Through well considered and crafted business strategies and plans, implemented with persistence and determination, and adopting a culture of cost prudence, hard work, and delivering on targets.

You will observe that in our journey to date, we have performed on each of the four pillars of value creation we set for ourselves at the outset:

   1)    Providing materials for the green economy and developing novel new age materials; 
   2)    Nurturing human capital and developing a team that delivers; 
   3)    Improving the quality of life of thousands of people in the communities around us; and 

4) Delivering on a prudent business plan and creating values for our shareholders reflected in our share price growth.

We are proud of our long history of innovation, our reputation as a respected, well-governed and safe place to work, and the role our products play in the green revolution. At the heart of this success is our team spirit of 'together we can and will achieve our goals'. As the Company continues to grow at a monumental pace, we look forward to maintaining this ethos and upholding our sustainable values to deliver measurable success on every level be it economic, social, or environmental.

Shishir Poddar

Executive Chairman & Managing Director

17 September 2021

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2021

 
 
                                                                                             2021              2020 
                                                                                              GBP               GBP 
                                                                    Notes 
-----------------------------------------------------------------  ------  ----------------------  ---------------- 
 Continuing operations 
-----------------------------------------------------------------  ------  ----------------------  ---------------- 
 Revenue                                                              6                 1,123,426           793,577 
=================================================================  ======  ======================  ================ 
 Cost of Sales                                                                          (488,083)         (411,899) 
-----------------------------------------------------------------  ------  ----------------------  ---------------- 
 Gross profit                                                                             635,343           381,678 
=================================================================  ======  ======================  ================ 
 
 Administrative expenses                                              7               (1,737,304)       (1,193,650) 
 
 Operating loss                                                                       (1,101,961)         (811,972) 
 Finance costs                                                        9                 (147,151)          (46,003) 
 
 Loss before income tax                                                               (1,249,112)         (857,975) 
 Income tax                                                          10                  (27,827)          (54,767) 
 
 
 Loss for the year attributable to owners of the Company                              (1,276,939)         (912,742) 
=================================================================  ======  ======================  ================ 
 
   Other comprehensive income: 
   Items that may be reclassified to profit or loss: 
=================================================================  ======  ======================  ================ 
 Exchange differences on translation of foreign operations                              (417,693)           (1,382) 
=================================================================  ======  ======================  ================ 
 
 Total comprehensive loss for the year attributable to the Group                      (1,694,632)         (914,124) 
-----------------------------------------------------------------  ------  ----------------------  ---------------- 
 
 
 Earnings per share attributable to owners of the Company                         Pence per share   Pence per share 
 From continuing operations: 
 Basic                                                               11                    (2.61)            (1.53) 
 Diluted                                                             11                    (2.37)            (1.53) 
 
 

The accompanying accounting policies and notes are an integral part of these financial statements

Consolidated and Company Statement of Financial Position

As at 31 March 2021

 
                                                                   Group                      Company 
==============================================  ======  ==========================  ========================== 
                                                            2021          2020          2021          2020 
==============================================  ======  ============  ============  ============  ============ 
                                                             GBP           GBP           GBP           GBP 
==============================================  ======  ============  ============  ============  ============ 
                                                 Notes 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 Non-current assets 
 Investments in subsidiaries                      13               -             -     3,539,448     3,539,448 
 Property, plant and equipment                    14       3,020,142     1,980,635       201,725       544,209 
 Deferred tax                                                 21,182        49,422             -             - 
 Deposits                                                      1,872         2,121             -             - 
 Intangible assets                                12       3,682,354     3,691,243        40,970       153,001 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 Total non-current assets                                  6,725,550     5,723,421     3,782,143     4,236,658 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Current assets 
 Inventory                                        16         461,093       150,105       212,581             - 
 Trade and other receivables                      15       1,102,868       409,309     5,547,806     2,709,828 
 Cash and cash equivalents                                 1,644,189        46,640     1,491,454        34,955 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 Total current assets                                      3,208,150       606,054     7,251,841     2,744,783 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Current liabilities 
 Trade and other payables                         17         445,273       427,871       219,780       433,355 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 Total current liabilities                                   445,273       427,871       219,780       433,355 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Net current assets                                        2,762,877       178,183     7,032,061     2,311,428 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Non-current liabilities 
==============================================  ======  ============  ============  ============  ============ 
 Borrowings                                       19       1,283,000       810,000     1,283,000       810,000 
==============================================  ======  ============  ============  ============  ============ 
 Other payables                                   17          23,864       817,388             -       779,621 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 Total non-current liabilities                             1,306,864     1,627,388     1,283,000     1,589,621 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 NET ASSETS                                                8,181,563     4,274,216     9,531,204     4,958,465 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Equity 
==============================================  ======  ============  ============  ============  ============ 
 Share capital                                    20       1,871,084     1,498,132     1,871,084     1,498,132 
==============================================  ======  ============  ============  ============  ============ 
 Share premium account                                    10,426,988     5,328,517    10,426,988     5,328,518 
==============================================  ======  ============  ============  ============  ============ 
 Warrant reserve                                  21         130,557             -       130,557             - 
==============================================  ======  ============  ============  ============  ============ 
 Foreign exchange reserve                                  (414,546)         3,147             -             - 
==============================================  ======  ============  ============  ============  ============ 
 Retained losses                                         (3,832,520)   (2,555,580)   (2,897,425)   (1,868,185) 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 
 Equity attributable to owners of the Company              8,181,563     4,274,216     9,531,204     4,958,465 
==============================================  ======  ============  ============  ============  ============ 
 
 TOTAL EQUITY                                              8,181,563     4,274,216     9,531,204     4,958,465 
----------------------------------------------  ------  ------------  ------------  ------------  ------------ 
 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company statement of comprehensive income.

The loss for the parent company for the year was GBP1,029,240 (2020: GBP634,880).

The accompanying accounting policies and notes are an integral part of these financial statements.

The financial statements were approved by the Board of Directors on 17 September 2021 and signed on its behalf by:

Mr Shishir Poddar

Executive Chairman and Managing Director

Company registration number: 10742540

Consolidated Statement of Changes in Equity

For the year ended 31 March 2021

 
                    Share capital   Share premium       Foreign        Share warrants    Retained losses      TOTAL 
                                                       exchange           reserve                             EQUITY 
                                                        reserve 
                         GBP             GBP              GBP               GBP                GBP             GBP 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 Balance at 1 
  April 2019            1,470,275       5,024,524             4,714                  -       (1,642,839)     4,856,674 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 Total 
 comprehensive 
 income: 
                   ==============  ==============  ================  =================  ================  ============ 
 Loss for the 
  period                        -               -                 -                  -         (912,742)     (912,742) 
                   ==============  ==============  ================  =================  ================  ============ 
 Forex exchange 
  loss                          -               -           (1,567)                  -                 -       (1,567) 
                   ==============  ==============  ================  =================  ================  ============ 
 Transactions 
 with owners: 
                   ==============  ==============  ================  =================  ================  ============ 
 Shares issued             27,857         353,994                 -                  -                 -       381,851 
                   ==============  ==============  ================  =================  ================  ============ 
 
 Share 
  application 
  money                         -        (50,000)                 -                  -                 -      (50,000) 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 Balance at 31 
  March 2020            1,498,132       5,328,518             3,147                  -       (2,555,581)     4,274,215 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 Total 
 comprehensive 
 income: 
                   ==============  ==============  ================  =================  ================  ============ 
 Loss for the 
  period                        -               -                 -                  -       (1,276,940)   (1,276,940) 
                   ==============  ==============  ================  =================  ================  ============ 
 Forex exchange 
  loss                          -               -         (417,693)                  -                 -     (417,693) 
                   ==============  ==============  ================  =================  ================  ============ 
 
 Transactions 
 with Equity 
 owners: 
                   ==============  ==============  ================  =================  ================  ============ 
 Shares issued            372,952       5,098,470                 -                  -                 -     5,471,422 
                   ==============  ==============  ================  =================  ================  ============ 
 
 
 Warrant charge                 -               -                 -            130,557                 -       130,557 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 Balance at 31 
  March 2021            1,871,084      10,426,988         (414,546)            130,557       (3,832,521)     8,181,563 
-----------------  --------------  --------------  ----------------  -----------------  ----------------  ------------ 
 

The accompanying accounting policies and notes are an integral part of these financial statements.

Share capital - Represents the nominal value of the issued share capital.

Share premium account - Represents amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue of shares.

Retained earnings - Represents accumulated comprehensive income for the year and prior periods.

Foreign exchange reserve - Represents exchange differences arising from the translation of the financial statements of foreign subsidiaries and the retranslation of monetary items forming part of the net investment in those subsidiaries.

Share warrant reserve - Represents reserve for equity component of warrants issued as per IFRS 2 share-based payments.

Company Statement of Changes in Equity

For the year ended 31 March 2021

 
                                Share capital   Share premium   Share warrants reserve   Retained losses      TOTAL 
                                                                                                              EQUITY 
                                     GBP             GBP                 GBP                   GBP             GBP 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 
 Balance at 1 April 2019            1,470,275       4,974,524                        -       (1,233,304)     5,211,495 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 Total comprehensive income: 
                               ==============  ==============  =======================  ================  ============ 
 Loss for the period                        -               -                        -         (634,881)     (634,881) 
                               ==============  ==============  =======================  ================  ============ 
 Transactions with owners: 
                               ==============  ==============  =======================  ================  ============ 
 Shares issued                         27,857         353,994                        -                 -       381,851 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 
 Balance at 31 March 2020           1,498,132       5,328,518                        -       (1,868,185)     4,958,465 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 Total comprehensive income: 
                               ==============  ==============  =======================  ================  ============ 
 Loss for the period                        -               -                        -       (1,029,240)   (1,029,240) 
                               ==============  ==============  =======================  ================  ============ 
 
 Transactions with Equity 
 owners: 
                               ==============  ==============  =======================  ================  ============ 
 Shares issued                        372,952       5,098,470                        -                 -     5,471,422 
                               ==============  ==============  =======================  ================  ============ 
 
 
 Warrant charge                             -               -                  130,557                 -       130,557 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 
 Balance at 31 March 2021           1,871,084      10,426,988                  130,557       (2,897,425)     9,531,204 
-----------------------------  --------------  --------------  -----------------------  ----------------  ------------ 
 

The accompanying accounting policies and notes are an integral part of these financial statements.

Share capital - Represents the nominal value of the issued share capital.

Share premium account - Represents amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue of shares.

Retained earnings - Represents accumulated comprehensive income for the year and prior periods.

Share warrant reserve - Represents reserve for equity component of warrants issued as per IFRS 2 share-based payments.

Consolidated Statement of Cash Flows

For the year ended 31 March 2021

 
                                                             2021          2020 
==================================================   ============  ============ 
                                                              GBP           GBP 
--------------------------------------------------   ------------  ------------ 
 Cash used in operating activities 
 Loss for the year                                    (1,276,940)     (912,742) 
 Adjustment for: 
 Depreciation                                             205,723       127,100 
 Convertible loan note costs ("CLN")                       21,910        56,700 
 Share based payments expense                              49,627             - 
 Finance costs                                            147,151        46,003 
 Income tax                                              (27,827)      (54,767) 
 Working capital changes: 
 Increase in inventories                                (310,987)      (93,604) 
 (Increase)/Decrease in receivables                     (693,559)        21,935 
 Increase/(Decrease) in payables                           17,402     (274,112) 
---------------------------------------------------  ------------  ------------ 
 Net cash used in operating activities                (1,867,500)   (1,083,487) 
---------------------------------------------------  ------------  ------------ 
 
 Cash flows from investing activities: 
 Purchase of tangible assets                          (1,039,507)     (846,229) 
 Purchase of other assets                                  28,489      (18,045) 
 Net advances given                                     (586,700)       137,091 
---------------------------------------------------  ------------  ------------ 
 Net cash from investing activities                   (1,597,718)     (727,183) 
---------------------------------------------------  ------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from Shares issued (net of costs)             5,552,352       331,851 
 Proceeds from issue of Convertible loan notes            473,000       810,000 
 Cost of issue of Convertible loan notes                 (21,910)      (56,700) 
 Finance cost                                           (147,151)      (46,003) 
 Increase / (decrease) in long term liabilities         (793,524)       773,481 
---------------------------------------------------  ------------  ------------ 
 Net cash from financing activities                     5,062,767     1,812,629 
---------------------------------------------------  ------------  ------------ 
 Net increase in cash and cash equivalents              1,597,549         1,959 
===================================================  ============  ============ 
 Cash and cash equivalents at beginning of period          46,640        44,681 
---------------------------------------------------  ------------  ------------ 
 Cash and cash equivalents at end of period             1,644,189        46,640 
---------------------------------------------------  ------------  ------------ 
 

The accompanying accounting policies and notes are an integral part of these financial statements.

Net advances - Represents the net advances given to the suppliers of machinery for supply of equipment for Madagascar projects of the Company

Company Statement of Cash Flows

For the year ended 31 March 2021

 
                                                          2021        2020 
===============================================   ============  ========== 
                                                           GBP         GBP 
-----------------------------------------------   ------------  ---------- 
 Loss for the year                                 (1,029,240)   (634,880) 
 Adjustment for: 
 Increase in inventories                             (212,580)           - 
 Foreign exchange loss                                       -       9,621 
 Share based payments                                   49,627           - 
 CLN issuance cost                                      21,910           - 
 Finance costs                                         147,151      46,003 
 Working capital changes: 
 Increase in receivables                           (2,837,978)   (616,060) 
 (decrease)/Increase in payables                     (213,576)     456,799 
------------------------------------------------  ------------  ---------- 
 Net cash used in operating activities             (4,074,686)   (738,517) 
------------------------------------------------  ------------  ---------- 
 
 Cash flows from investing activities: 
 (Purchase)/sale of tangible assets                    342,484   (333,809) 
 (Purchase)/sale of intangible assets                  112,031    (36,159) 
------------------------------------------------  ------------  ---------- 
 Net cash from investing activities                    454,515   (369,968) 
------------------------------------------------  ------------  ---------- 
 
 Cash flows from financing activities 
 Shares issued                                       5,552,352     381,851 
 Proceeds from issue of convertible loan notes         473,000     810,000 
 CLN issue cost                                       (21,910)    (56,700) 
 (decrease) in long term liabilities                 (779,621)           - 
 Finance costs                                       (147,151)           - 
-----------------------------------------------   ------------  ---------- 
 Net cash from financing activities                  5,076,670   1,135,151 
------------------------------------------------  ------------  ---------- 
 
 Net increase in cash and cash equivalents           1,456,499      26,666 
================================================  ============  ========== 
 Cash and cash equivalents brought forward              34,955       8,289 
------------------------------------------------  ------------  ---------- 
 Cash and cash equivalents carried forward           1,491,454      34,955 
------------------------------------------------  ------------  ---------- 
 

The accompanying accounting policies and notes are an integral part of these financial statements.

Notes to the Financial Statements

   1.    General information 

Tirupati Graphite plc (the "Company") is incorporated in England and Wales, under the Companies Act 2006. The registered office address is given on Company Information page.

The Company is a public company, limited by shares. On 14 December 2021 the ordinary shares of the Company were admitted on the official list of the FCA and to trading on the main market of the London stock exchange through standard listing.

The principal activities of the Company and its subsidiaries (the "Group") and the nature of the Group's operations are set out in the Strategic Report.

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

   2.    Adoption of new and revised International Financial Reporting Standards (IFRSs) 

New standards

The Group and Company have adopted all recognition, measurement, and disclosure requirements of IFRS, including any new and revised standards and Interpretations of IFRS, in effect for annual periods commencing on or after 1 April 2020. The adoption of these standards and amendments did not have any material impact on the financial result of position of the Group and Company.

Standards which are in issue but not yet effective:

At the date of authorisation of these financial statements, the following Standards and Interpretation, which have not yet been applied in these financial statements, were in issue but not yet effective.

 
 Standard or       Description                                  Effective 
  interpretation                                                 date 
 IAS 1             Amendments - Classification of Liabilities   1 January 
                    as Current or Non-Current                    2023 
                  -------------------------------------------  ----------- 
 IAS 16            Amendments - Property, Plant and              1 January 
                    Equipment                                     2022 
                  -------------------------------------------  ----------- 
 IAS 8             Amendments - Definition of Accounting         1 January 
                    Estimates                                     2023 
                  -------------------------------------------  ----------- 
 IAS 1             Amendments - Disclosure of Accounting        1 January 
                    Policies                                     2023 
                  -------------------------------------------  ----------- 
 IFRS              Annual improvements to IFRS Standards        1 January 
                    2018-2020                                    2022 
                  -------------------------------------------  ----------- 
 

The Group and Company have not early adopted any of the above standards and intends to adopt them when they become effective.

   3.    Significant accounting policies 

Basis of preparation

These consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with the requirements of the Companies Act 2006.

The financial statements have been prepared on the historical cost basis, except for financial instruments that are measured at the fair values at the end of the reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4.

The principal accounting policies adopted are set out on the following pages.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review and Strategic Report Sections. The financial position of the Group and the Company, their cash flows and liquidity positions are contained in the financial statements. The expected evolution of the business and significant post year end events are also described in the business review and strategic reports. 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 credit and liquidity risk.

At the beginning of the year under reporting, the Company was a private entity with a small operation developing its business as described in the business review section, and was incurring nett losses at the Group level. It was in the process to seek admission on the standard segment of the London Stock Exchange and during the year, the Company achieved success in its efforts with a successful IPO raising gross proceeds of GBP6,000,000 to pursue further investments and creation of additional capacities to grow its business. Post year end, the Company further raised gross proceeds of GBP10,000,000 to meet its investments and working capital needs. Post its IPO, the Group progressed development of 3X additional flake graphite production capacity which was fully commissioned in early September 2021 post year end, enhancing its installed capacity from the previous 3,000 tpa to 12,000 tpa. It further remains funded for its investment needs for the next additional capacity under construction being 18,000 tpa which is expected to complete and commission in Q1/Q2 2022. From the operations of the 3,000 tpa capacity existing in the year under review, the Company generated gross Profits of GBP635,342 in spite of lower capacity utilisation, which it expects to improve further with the impacts of the pandemic expected to recede and additionally, for the second half of the current year, additional capacity of 9,000 tpa shall be operational.

Taking in to account the comments above, the Directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, given its current cash resources, installed capacities and operations which now have broken the threshold for the Company to meet all its non-investment cash needs from revenues and additional capacities being built by the Company for which it remains fully funded and which when completed, are expected to add further additional operating cash flows.

Should the Company not be unable to meet its investment needs from the internal accruals coupled with its current cash resources and not raise additional funds in the foreseeable future for its investment plans, the Directors would implement delays in investment for additional capacities and / or cost and cash saving measures and continue to generate revenues in order to meet its liabilities as they fall due. Therefore, they continue to adopt the going concern basis of accounting in preparing the financial statements.

Notwithstanding the loss incurred during the year under review, the Directors have prepared and reviewed a cash flow forecast including consideration of the impact of COVID-19. The forecast contains certain assumptions about the level of future sales and margins achievable. The Directors have considered various future scenarios in their forecasting to enable them to adequately consider whether the Group has adequate resources to continue in operational existence and remain of the view that the Company has adequate cash resources, business prospects and access to capital markets to remain a going concern.

Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

The Group consists of Tirupati Graphite plc and its wholly owned subsidiaries Tirupati Resources Mauritius, Tirupati Madagascar Ventures and Establissements Rostaing.

In the parent company financial statements, investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Tirupati Graphite plc and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 March 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances, and unrealised gains on transactions between Group companies are eliminated on consolidation.

Segment reporting

An operating segment is a component of the Group that engages in business activity from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with the Group's other components. All operating segments' operating results, for which discrete financial information is available, are reviewed regularly by the Group's Board to make decisions about resources to be allocated to the segment and assess its performance. The Group reports on a three-segment basis - Holding Companies Expenses, Mining Exploration and Development and Graphite Mining Extraction.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15 at either a point in time of over time, depending on the nature of the goods or services and existence of acceptance clauses.

Revenue from the sale of goods is recognised when delivery has taken place and the performance obligation of delivering the goods has taken place. The performance obligation of products sold are transferred according to the specific delivery terms that have been formally agreed with the customer, generally upon delivery when the bill of lading is signed as evidence that they have accepted the product delivered to them.

Foreign currencies

For the purposes of the consolidated financial statements, the results and financial position of each Group company are presented in pounds sterling, which is the functional currency of the Company. At balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Income and expense items are translated at the average exchange rates for the period.

Taxation

Income tax represents the sum of current tax and deferred tax.

Current tax

Current tax is based on taxable profit or loss for the year. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Assets Under Construction

All expenditure on the construction, installation or completion of infrastructure facilities is capitalised as construction in progress within "Assets Under Construction". Once production starts, all assets included in "Assets Under Construction" will be transferred into "Property, Plant and Equipment". It is at this point that depreciation/amortisation commences over its useful economic life.

Assets Under Construction are stated at cost. The initial cost comprises transferred Mining Exploration and Evaluation assets, construction costs, infrastructure facilities, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and, for qualifying assets and borrowing costs. Costs are capitalised and categorised as construction in progress.

Property, Plant and Equipment

Property, Plant and Equipment in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognised impairment loss. Costs includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method, on the following bases:

Plant and machinery 10%-25% per annum

Infrastructure and fixtures 10%-25% per annum

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of Property, Plant and Equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.

Development costs

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated:

-- the technical feasibility of completing the intangible asset so that it will be available for use or sale;

   --     the intention to complete the intangible asset and use or sell it; 
   --     the ability to use or sell the intangible asset; 
   --     how the intangible asset will generate probable future economic benefits; 

-- the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

-- the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Mining Exploration and Evaluation

Mining Exploration and Evaluation costs are carried forward in respect of areas of interest where the consolidated entity's rights to tenure are current, and where these costs are expected to be recouped through successful development into production from the area of interest or by sale or disposal of the project. Alternatively, these costs are carried forward while active and significant exploration and evaluation costs are continuing in relation to the areas of interest and it is too early to make reasonable assessment of the existence or otherwise of economical production from the area of interest. When the area of interest is abandoned, exploration and evaluation costs previously capitalised pertaining to the area of interest are impaired.

Costs incurred by the Company on behalf of its subsidiaries and associated with exploration and evaluation activities are capitalised on a project-by-project basis pending commencement of production from the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If the exploration and evaluation activities lead to economic production from the project, the related expenditures will be written-off over the estimated life (useful economic life) of the project on a unit of production basis. Impairment reviews are carried out regularly by the Directors of the Company. Where a project is abandoned, or is considered to be of no further commercial value, the related costs will be written off to the Statement of Comprehensive Income.

The recoverability of these costs is dependent upon the exploration and evaluation activities successfully transitioning into production from the project, the ability of the Group to obtain necessary financing to complete the development of the project and derive future profitable production or proceeds from the sale or disposal of the project.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Investments

Investments in subsidiaries are held at cost less any impairment.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Initial recognition and measurement

The Group applies IFRS 9 "Financial Instruments" and elected the simplified approach method.

The Group classifies its financial assets in the following categories: loans and receivables and fair value through profit and loss. The classification depends on the nature of the assets and the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition and this designation at every reporting date.

Loans and receivables

Loans and receivables are non -- derivative financial assets with fixed or determinable payments that are not quoted in an active market. The principal financial assets of the Company are loans and receivables, which arise principally through the provision of goods and services to customers (e.g. trade receivables) but also incorporate other types of contractual monetary assets. They are included in current assets, except for maturities greater than twelve months after the balance sheet date. These are classified as non-current assets.

The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the Consolidated Statement of Financial Position.

Financial assets are measured upon initial recognition at fair value plus transaction costs directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss. Other financial assets are classified into the following specified categories: financial assets as "at fair value through profit and loss" and "loans and receivables". The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

The fair value of the liability portion of a convertible bond is determined using a market rate of interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders' equity, net of income tax effects.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents in the consolidated cash flow statement.

Financial assets - impairment

The Group assesses on a forward-looking basis the expected credit losses associated with its instruments carried at amortized cost and Fair Value Through Profit or Loss ("FVTPL"). The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Non-financial assets - impairment

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets, including Goodwill, to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Provision is made for any impairment and immediately expensed in the period.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial liabilities and equity instruments issued by the Group

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issued costs.

Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised costs, using the effective interest rate method.

Borrowings

These financial liabilities are all non-interest bearing and are initially recognised at amortised costs and include the transaction costs directly related to the issuance. The transaction costs are amortised using the effective interest rate method over the life of the liability.

Financial liabilities at Fair Value Through Profit or Loss ("FVTPL")

Financial liabilities at FVTPL comprise of the Company's convertible loan notes payable. Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration that may be paid by an acquirer as part of a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL.

A financial liability is classified as held for trading if:

   --     it has been incurred principally for the purpose of repurchasing it in the near term; or 

-- on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

   --     it is a derivative that is not designated and effective as a hedging instrument. 

A financial liability other than a financial liability held for trading or contingent consideration that may be paid by an acquirer as part of a business combination may be designated as at FVTPL upon initial recognition if:

-- such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

-- the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

-- it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the 'other gains and losses' line item in the income statement.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, as set out above, with interest expense recognised on an effective yield basis.

Share based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and condition of equity settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

As a result of the increase in share price and the impact of the estimation of share-based payments the Group has now recognised an expense for the outstanding share options and warrants.

   4.    Critical accounting estimates and judgements 

The preparation of financial statements in conformity with adopted IFRSs requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or action, actual results ultimately may differ from those estimates.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

   a)     Impairment of assets 

The Company is required to test, on an annual basis, whether its non-current assets have suffered any impairment. Determining whether these assets are impaired requires an estimation of the value in use of the cash-generating units to which the assets have been allocated. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate the present value. Subsequent changes to the cash generating unit allocation or to the timing of cash flows could impact on the carrying value of the respective assets.

The Company assessed the recoverability of intragroup receivables, and it does not require any impairment adjustment in current financial year.

   5.    Segmental analysis 

The Management believes, under IFRS 8 - "Segmental Information", the Group operated in three primary business segments in 2021, being Holding Companies Expenses, Mining Exploration and Development and Graphite Mining Extraction.

Segmentation by continuing businesses

Segment results

 
                                       2021          2020 
                                       GBP           GBP 
------------------------------------  ------------  ---------- 
 Revenue to external customers 
------------------------------------  ------------  ---------- 
  Graphite Mining Extraction           1,123,426     793,577 
 
 (Loss) before income tax 
------------------------------------  ------------  ---------- 
 Holding Companies Expenses            (1,002,218)   (609,868) 
 Mining Exploration and Development    (239,555)     (193,042) 
 Graphite Mining Extraction            (14,957)      (55,065) 
 
 Net assets/(liabilities) 
------------------------------------  ------------  ---------- 
 Holding Company Expenses              9,120,707     5,440,186 
 Mining Exploration and Development    (698,823)     (193,749) 
 Graphite Mining Extraction            (237,415)     (573,146) 
------------------------------------  ------------  ---------- 
 
 

Segmentation by geographical area:

 
                                  2021          2020 
                                  GBP           GBP 
-------------------------------  ------------  ---------- 
 Revenue to external customers 
-------------------------------  ------------------------ 
 UK                               1,123,019     793,577 
 Mauritius                        -             - 
 Madagascar                       407           - 
 
 (Loss) before income tax 
-------------------------------  ------------  ---------- 
 UK                               (1,036,857)   (634,881) 
 Mauritius                        785           (20,079) 
 Madagascar                       (220,658)     (261,079) 
 
 Net assets 
-------------------------------  ------------  ---------- 
 UK                               9,534,110     5,593,346 
 Mauritius                        159,159       189,322 
 Madagascar                       (1,508,800)   (530,416) 
-------------------------------  ------------  ---------- 
 
 
   6.    Revenue from contracts with customers 

The Group derives revenue from the transfer of goods at a point in time in the following major product lines and geographical regions:

 
 2021                      USA      Europe    India     Total 
 Revenue from external 
  customers                19,565   211,584   892,277   1,123,426 
 Timing of recognition: 
------------------------  -------  --------  --------  ---------- 
 At a point in time        19,565   211,584   892,277   1,123,426 
------------------------  -------  --------  --------  ---------- 
 
 
 2020                      USA      Europe    India     Total 
 Revenue from external 
  customers                41,022   122,408   630,147   793,577 
 Timing of recognition: 
------------------------  -------  --------  --------  -------- 
 At a point in time        41,022   122,408   630,147   793,577 
------------------------  -------  --------  --------  -------- 
 
   7.    Expenses by nature 
 
                                                              2021       2020 
                                                              GBP        GBP 
 
 The following items have been included 
  in arriving at operating loss 
 Depreciation                                                 205,723    127,100 
 Net foreign exchange loss                                    (22,058)   1,382 
 PR/IR Expenses                                               119,181    65,881 
 Professional Fees                                            55,421     90,910 
 Auditor's remuneration has been included 
  in arriving at operating loss as follows: 
            Fees payable to the Company's auditor and 
             their associates for the audit of the Parent 
             Company and consolidated financial statements    45,000     33,209 
            Fees payable to the Company's auditor and 
             its associates for other services: 
            Corporate finance services                        50,000     - 
 
   8.    Employee information 

The average monthly number of employees (including Executive Directors) was:

 
                                               2021        2020 
 Number of employees for the year:             203         150 
 
                                               GBP         GBP 
--------------------------------------------  ----------  -------- 
 Wages & salaries (for the above employees)    930,707     380,892 
 Social security costs                         12,521      7,122 
 Share based payments                          68,739      - 
--------------------------------------------  ----------  -------- 
                                               1,011,967   388,014 
--------------------------------------------  ----------  -------- 
 

Directors' remuneration and transactions

 
                                               2021      2020 
                                               GBP       GBP 
 Directors' remuneration 
 Emoluments and fees                           634,849   324,000 
--------------------------------------------  --------  -------- 
 
                                               GBP       GBP 
--------------------------------------------  --------  -------- 
 Remuneration of the highest paid director: 
 Emoluments and fees                           240,000   180,000 
 Payment in lieu of retirement benefits        24,000    - 
 Bonus                                         198,000   - 
 Share based payments                          20,507    - 
--------------------------------------------  --------  -------- 
 

Refer to Directors Remuneration Report for further information in respect of Directors' remuneration.

   9.    Finance cost 
 
                     2021      2020 
                     GBP       GBP 
 
 Interest Expense    147,151   46,003 
------------------  --------  ------- 
 

10. Income tax

 
                                                 2021          2020 
                                                 GBP           GBP 
                                                ============  ========== 
 Total current tax                               -             - 
                                                ============  ========== 
 
 Deferred tax charged to the income statement    27,827        54,767 
                                                ------------  ---------- 
 Total                                           27,827        54,767 
                                                ============  ========== 
 
 The tax assessed for the period is different 
  from the standard rate of income tax, as 
  explained below: 
                                                ============  ========== 
 Loss before tax on continuing operations        (1,249,113)   (857,975) 
                                                ============  ========== 
 Loss before tax multiplied by the standard 
  rate of income tax of 20%                      (249,823)     (171,595) 
                                                ============  ========== 
 Tax losses carried forward                      221,996       116,828 
                                                ============  ========== 
 Adjustments to tax charge in respect of         -             - 
  prior periods 
                                                ============  ========== 
 
 Tax (credit)/charge for period                  27,827        54,767 
----------------------------------------------  ------------  ---------- 
 Total tax losses carried forward on which 
  no DTA has been recognized                     2,660,796     1,175,112 
                                                ============  ========== 
 

The Group has tax losses available to be carried forward and used against trading profits arising in future periods of GBP2,660,796 (2020: GBP1,175,112). A deferred tax asset of GBP532,159 (2020: GBP235,022) calculated at a weighted average rate of 20% has not been recognised in respect of the tax losses carried forward on the basis that there is insufficient certainty over the level of future profits to utilise against this amount.

11. Earnings per share

Basic and diluted

Earnings per share is calculated by dividing the loss attributable to the equity holders of the Company by the weighted average number of Ordinary shares in issue during the period.

 
                                               2021          2020 
 Continuing operations: 
--------------------------------------------  ------------  ----------- 
 Loss attributable to equity holders of 
  the Company (GBP)                            (1,694,632)   (912,742) 
 Weighted average number of ordinary shares 
  in issue                                     64,883,546    59,756,437 
============================================  ============  =========== 
 Loss per share (pence)                        (2.61)        (1.53) 
--------------------------------------------  ------------  ----------- 
 
 
                                               2021         2020 
 Diluted number of ordinary shares in issue    71,357,375   59,756,437 
============================================  ===========  =========== 
 

Given the loss for the year, the diluted earnings per share was the same as basic earnings per share as this would otherwise be dilutive.

12. Intangible Assets

 
 Group                Exploration assets 
 Cost                 GBP 
 At 1 April 2019      3,902,234 
 Additions            135,766 
 Impairment           (346,756) 
 At 1 April 2020      3,691,243 
 Additions            - 
 Forex Change         8,889 
-------------------  ------------------- 
 At 31 March 2021     3,682,354 
-------------------  ------------------- 
 
 
 Accumulated amortisation 
 At 1 April 2019              - 
 Charge for the year          - 
 At 1 April 2020              - 
 Charge for the year          - 
--------------------------   ---------- 
 At 31 March 2021             - 
 
 Net book value 
 At 1 April 2019              3,902,234 
 At 1 April 2020              3,691,243 
 At 31 March 2021             3,682,354 
---------------------------  ---------- 
 

Intangible assets comprise exploration and evaluation costs. Exploration and evaluation assets are all internally generated, except for those acquired at fair value as part of a business combination.

Exploration and evaluation assets have no useful economic life per IFRS 6 and are tested for impairment annually.

13. Investments

 
 Company               Shares in group undertaking 
 
 Cost                 GBP 
 At 1 April 2019      3,539,448 
 At 1 April 2020      3,539,448 
 At 31 March 2021     3,539,448 
-------------------  ----------------------------- 
 
 Net book value 
==================   ============================= 
 At 1 April 2019      3,539,448 
===================  ============================= 
 At 1 April 2020      3,539,448 
-------------------  ----------------------------- 
 At 31 March 2021     3,539,448 
-------------------  ----------------------------- 
 

The Company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

 
 Tirupati Resources Mauritius 
 Registered: C/o Alliance Financial Services Ltd, Level 2, Standard 
  Chartered Tower, Cybercity, Ebene, Republic of Mauritius 
 Nature of business: Holding and administrative 
  entity 
                                                              % 
----------------------------------------------------------  ---------- 
 Class of share                                               Holding 
 Ordinary shares                                                 100* 
----------------------------------------------------------  ---------- 
 

*Tirupati Resources Mauritius is liquidated on 28(th) May 2021 and the shares are transferred to Tirupati Graphite Plc

 
 Tirupati Madagascar Ventures 
 Registered: Mining Business Center, Box No - 5, Lot K 7, Mamory, 
  Ivato, Antananarivo 105, Madagascar 
 Nature of business: Evaluation and exploration 
  of mining operations 
                                                       % 
---------------------------------------------------  --------------- 
 Class of share                                        Holding 
 Ordinary shares                                                 98* 
---------------------------------------------------  --------------- 
 

*indirectly through Tirupati Resources Mauritius. Tirupati Resources Mauritius was liquidated on 28(th) May 2021 and the shares have been transferred to Tirupati Graphite Plc

 
 Establissements Rostaing 
 Registered: Lot II N 95 SB BIS E, Ambatobe, Antananarivo 103, 
  Madagascar 
 Nature of business: Graphite mining extraction 
                                                      % 
--------------------------------------------------  ------------- 
 Class of share                                       Holding 
 Ordinary shares                                             100* 
--------------------------------------------------  ------------- 
 

* 95% held indirectly by Tirupati Resources Mauritius. Tirupati Resources Mauritius is liquidated on 28(th) May 2021 and the shares are transferred to Tirupati Graphite Plc

14. Property, plant and equipment

 
  Group              Plant and    Infrastructure     Assets under          Development           Total 
                      Machinery    & Fixtures         construction          costs 
                     GBP          GBP                GBP                                         GBP 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 Cost 
                    ===========  =================  ====================  ====================  ==================== 
 At 1 April 2019     773,167      82,518             219,561               220,400               1,295,646 
                    ===========  =================  ====================  ====================  ==================== 
 Additions           476,457      34,301             138,762               323,809               973,329 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 At 1 April 2020     1,249,624    116,819            358,323               544,209               2,268,975 
                    ===========  =================  ====================  ====================  ==================== 
 Additions           735,950      294,976            217,210               -                     1,248,136 
                    ===========  =================  ====================  ====================  ==================== 
 Reclassification    -            -                  544,209               (544,209)             - 
                    ===========  =================  ====================  ====================  ==================== 
 At 31 March 
  2021               1,985,574    411,795            1,119,742             -                     3,517,111 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 
 Accumulated depreciation and impairment 
 At 1 April 2019     151,263                 9,977                     -   -                     161,240 
                    ===========  =================  ====================  ====================  ==================== 
 Depreciation        103,098      24,002                               -   -                     127,100 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 At 1 April 2020     254,361      33,979                               -   -                     288,340 
                    ===========  =================  ====================  ====================  ==================== 
 Depreciation        146,893      58,830             -                     -                     205,723 
                    ===========  =================  ====================  ====================  ==================== 
 At 31 March 
  2021               401,254      92,809             -                     -                     494,063 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 
 Carrying amount 
                    ===========  =================  ====================  ====================  ==================== 
 As at 1 April 
  2020               995,263      82,840             358,323               544,209               1,980,635 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 As at 31 March 
  2021               1,584,320    318,986            1,119,742             -                     3,023,048 
------------------  -----------  -----------------  --------------------  --------------------  -------------------- 
 
  Company                                                                  Assets under          Total 
                                                                            construction 
                                                                            GBP                   GBP 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 Cost                                                                      GBP 
                                                    ====================  ====================  ==================== 
 At 1 April 2019                                                           220,400               220,400 
                                                    ====================  ====================  ==================== 
 Additions                                                                 323,809               323,809 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 At 1 April 2020                                                           544,209               544,209 
                                                    ====================  ====================  ==================== 
 Transfer to Subsidiary                                                    (339,578)             (339,578) 
                                                    ====================  ====================  ==================== 
 At 31 March 2021                                                          204,631               204,631 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 
 At 1 April 2019                                                           -                     - 
                                                    ====================  ====================  ==================== 
 Depreciation                                                              -                                       - 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 At 1 April 2020                                                                             -                     - 
                                                    ====================  ====================  ==================== 
 Depreciation                                                                                -                     - 
                                                    ====================  ====================  ==================== 
 At 31 March 2021                                                                            -                     - 
--------------------------------------------------  --------------------  --------------------  -------------------- 
                                                                                             - 
                                                    ====================  ====================  ==================== 
 Carrying amount 
                                                    ====================  ====================  ==================== 
 As at 1 April 2020                                                        544,209               544,209 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 As at 31 March 202!                                                       204,631               204,631 
--------------------------------------------------  --------------------  --------------------  -------------------- 
 

15. Trade and other receivables

 
                          Group                 Company 
                          2021        2020      2021        2020 
                          GBP         GBP       GBP         GBP 
 Trade receivables        721,534     208,476   566,646     208,476 
 Other debtors            381,334     217,693   87,846      103,764 
 Amounts owed by group 
  undertakings            -           -         4,893,314   2,397,588 
 Prepayments              -           7,887     -           - 
                          1,102,868   409,309   5,547,806   2,709,828 
-----------------------  ----------  --------  ----------  ---------- 
 

In the Directors' opinion, the carrying amounts of receivables is considered a reasonable approximation of fair value. The Group monitors on a monthly basis the receivable balance and makes impairment provisions when debt reaches a certain age. There are no significant known risks as at 31 March 2021.

16. Inventories

 
                                     Group 
                                     2021      2020 
 Cost and net book value             GBP       GBP 
 Raw materials and consumables       222,352   57,600 
 Finished and semi-finished goods    26,160    92,505 
 Goods in Transit                    212,580   - 
                                     461,092   150,105 
----------------------------------  --------  -------- 
 

17. Trade and other payables

Current:

 
                              Group               Company 
                              2021      2020      2021      2020 
                              GBP       GBP       GBP       GBP 
 Trade payables               403,361   272,407   146,213   135,362 
 Social security and other 
  taxes                       3,422     25,044    -         25,044 
 Other payables               -         11,229    -         5,770 
 Amounts due from group       -         -         35,077    163,566 
 Accruals                     38,490    119,191   38,490    103,613 
                              445,273   427,871   219,780   433,355 
---------------------------  --------  --------  --------  -------- 
 

In the Directors' opinion, the carrying amount of payable is considered a reasonable approximation of fair value.

Non-current:

 
                              Group               Company 
                              2021     2020       2021   2020 
                               GBP       GBP      GBP      GBP 
 Director's remuneration           -   632,015*      -   632,015 
===========================  =======  =========  =====  ======== 
 Management Salary Payable         -    147,606      -   147,606 
===========================  =======  =========  =====  ======== 
 Lease liability              23,864     37,767      -         - 
---------------------------  -------  ---------  -----  -------- 
                              23,864    817,388      -   779,621 
---------------------------  -------  ---------  -----  -------- 
 

*In 2020 it was considered as Non-Current as payment was deferred till successful capital raise through public issue. Due to the uncertain nature of this activity the company thought it was prudent to treat it as Non-current.

18. Provisions

No provisions have existed within the financial year or persist at year end.

19. Borrowings

During this financial year the Company raised further GBP513k through a convertible loan note instrument ("CLN"). In the year ended 31(st) March 2021, CLNs GBP40k were converted in the equity. Interest on the CLN is chargeable at 12%.

 
                               2021      2020 
-----------------------  ----------  -------- 
 Within one year                  -         - 
 Between 2 and 5 years    1,283,000   810,000 
-----------------------  ----------  -------- 
                          1,283,000   810,000 
-----------------------  ----------  -------- 
 

The loan notes shall be redeemed by the Company, at any time after the first anniversary of an Initial Public Offering up to the Maturity Date or by the Noteholder or the Company, on the Maturity Date being the 31 May 2022.

Conversion can be made 15 Business Days after the date of completion of a successful Initial Public Offering to convert all of the Notes outstanding into fully paid Ordinary Shares at a price equal to the price per Share paid by investors participating in the Initial Public Offering.

20. Share capital

 
                                  2021        2021         2020        2020 
                                Number         GBP       Number         GBP 
=========================  ===========  ==========  ===========  ========== 
 
 Allotted, called up and 
  fully paid 
 Ordinary shares of 2.5p 
  each                      74,843,323   1,871,084   59,925,243   1,498,131 
 
 

Shares were issued during the year as follows:

 
                                    Cost of issue   Number of shares 
                                        (GBP)            issued 
---------------------------------  --------------  ----------------- 
 Shares issued from a placing on 
  15 July 2020                                  -            995,757 
 Shares issued from a placing on 
  04 August 2020                                -            500,100 
                                   ==============  ================= 
 Shares issued from a placing on 
  14 December 2020                        967,103         13,333,334 
                                   ==============  ================= 
 Shares issued from a placing on 
  26 January 2021                               -             88,889 
                                   ==============  ================= 
                                          967,103         14,918,080 
                                   --------------  ----------------- 
 

21. Share based payments & warrant reserve

During the first two years after incorporation of the Company, with the consent of its Board and senior management team, the Company adopted a minimal approach to incentives and provided no bonuses to the executive management team or the Board. However, to show the appreciation of the Company, the Board was provided with an annual incentive package in the form of warrants to subscribe for equity shares of the Company at a premium to the prices at which Ordinary Shares have been subscribed when the Company raised equity in the relevant period. The Company has also provided broker warrants to Optiva, on a success basis, for the fundraising activities executed by it prior to Admission. In addition to this, the Company has also issued warrants to some CLN subscribers for funds raised before admission of the Company to the LSE.

All warrants are equity-settled, in accordance with IFRS 2, by award of warrants to acquire ordinary shares or award of ordinary shares. 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.

Following are the key assumptions used to estimate the fair value of the warrants issued:

   a)     Expected Volatility: 20% 
   b)    Contractual Life of the warrant: 3 years 
   c)     Risk free interest rate: 0.38% p.a. 

Following warrants over ordinary shares have been granted by the Company and are outstanding as on 31 March 2021:

 
                                                             Number of warrants 
                          Expiry Date       Exercise Price     exercisable and 
     Grant Date                                 (GBP)            outstanding 
 31 December 2017     30 June 2021             0.300                  1,000,000 
                     ------------------  -----------------  ------------------- 
 13 September 2018    13 November 2021         0.200                    376,509 
                     ------------------  -----------------  ------------------- 
 31 December 2018     31 December 2021         0.400                  1,520,000 
                     ------------------  -----------------  ------------------- 
 31 March 2019        31 March 2022            0.400                    480,000 
                     ------------------  -----------------  ------------------- 
 31 December 2019     31 December 2022         0.400                  1,620,000 
                     ------------------  -----------------  ------------------- 
 26 February 2020     26 February 2023         0.675                     36,000 
                     ------------------  -----------------  ------------------- 
 31 March 2020        31 March 2023            0.400                    960,000 
                     ------------------  -----------------  ------------------- 
 15 June 2020         15 June 2023             0.675                    222,222 
                     ------------------  -----------------  ------------------- 
 15 June 2020         15 June 2023             0.900                    222,222 
                     ------------------  -----------------  ------------------- 
 30 June 2020         30 June 2023             0.675                     22,800 
                     ------------------  -----------------  ------------------- 
 16 July 2020         12 August 2022           0.525                     41,143 
                     ------------------  -----------------  ------------------- 
 14 December 2020     14 December 2023         0.450                    170,329 
                     ------------------  -----------------  ------------------- 
 14 December 2020     14 December 2023         0.675                    113,553 
                     ------------------  -----------------  ------------------- 
                                                     Total            6,784,778 
                                                            ------------------- 
 

Though the Company had committed to provide these warrants to the parties mentioned in the table below since financial year 2017-18, the warrant instrument under which these warrants are approved was finalized and formally approved by the board in the current financial year the warrant reserve was created first time in the current financial year, as the charge relating to previous periods was immaterial to the Company.

 
                                                   Number of   Warrant reserve 
                                                    warrants               GBP 
 Warrants issued to                              outstanding 
 
 Brokers                                             760,334            16,457 
 Members of the Board & executive management       5,580,000            68,739 
 CLN Investors                                       444,444            45,361 
 Total                                             6,784,778           130,557 
---------------------------------------------  -------------  ---------------- 
 

22. Financial instruments

Financial risk management

The Group has exposure to the following risks from its use of financial instruments:

   --     Capital risk management 
   --     Market risk 
   --     Credit risk 
   --     Liquidity risk 
   --     Currency risk 

This note presents information about the Group's exposure to each of the above risks, the Group's management of capital, and the Group's objectives, policies and procedures for measuring and managing risk.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The Group Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders as well as sustaining the future development of the business. In order to maintain or adjust the capital structure, the Group may adjust dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The capital structure of the Group consists of net debt, which includes loans, cash and cash equivalents, and equity attributable to equity holders of the parent, comprising issued capital and retained earnings.

Fair value of financial assets and liabilities

 
                              Valuation,     Book value   Fair value   Book value   Fair value 
                             Methodology        2021         2021         2020         2020 
                            and hierarchy       GBP          GBP          GBP          GBP 
=========================  ===============  ===========  ===========  ===========  =========== 
 Financial assets 
 Cash and cash 
  equivalents                    (a)          1,644,189    1,644,189       46,640       46,640 
 Loans and receivables, 
  net of impairment              (a)            720,628      720,628      409,309      409,309 
=========================  ===============  ===========  ===========  ===========  =========== 
 
 Total at amortised 
  cost                                        2,364,817    2,364,817      455,949      455,949 
==========================================  ===========  ===========  ===========  =========== 
 
 
   Financial liabilities 
 Trade and other 
  payables                       (a)            448,633      448,633    1,245,259    1,245,259 
 Borrowings and 
  provisions                     (a)          1,283,000    1,283,000      810,000      810,000 
 Lease Liabilities               (a)             23,864       23,864 
 
 Total at amortised 
  cost                                        1,755,497    1,755,497    2,055,259    2,055,259 
------------------------------------------  -----------  -----------  -----------  ----------- 
 

Valuation, methodology and hierarchy

(a) The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables and deferred income, and Borrowings are all stated at book value. All have the same fair value due to their short-term nature.

Market risk

Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the Group's investment objectives. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies operate.

Credit risk

Credit risk is the risk that counterparties to financial instruments do not perform their obligations according to the terms of the contract or instrument. The Group is exposed to counterparty credit risk when dealing with its customers and certain financing activities.

The immediate credit exposure of financial instruments is represented by those financial instruments that have a net positive fair value by counterparty at 31 March 2021. The Group considers its maximum exposure to be:

 
                                             2021        2020 
                                             GBP         GBP 
 
 Financial assets 
 Cash and cash equivalents                   1,644,189   46,640 
 Loans and receivables, net of impairment    1,102,868   409,309 
------------------------------------------  ----------  -------- 
                                             2,747,058   455,949 
------------------------------------------  ----------  -------- 
 

All cash balances are held with an investment grade bank who is our principal banker. Although the Group has seen no direct evidence of changes to the credit risk of its counterparties, the current focus on financial liquidity in all markets has introduced increased financial volatility. The Group continues to monitor the changes to its counterparties' credit risk.

Liquidity risk

Liquidity risk is the risk the Group will encounter difficulty in meeting its obligations associated with financial liabilities as they fall due. The Board are jointly responsible for monitoring and managing liquidity and ensures that the Group has sufficient liquid resources to meet unforeseen and abnormal requirements. The current forecast suggests that the Group has sufficient liquid resources.

Available liquid resources and cash requirements are monitored using detailed cash flow and profit forecasts these are reviewed at least quarterly, or more often as required. The Directors decision to prepare these accounts on a going concern basis is based on assumptions which are discussed in the going concern note above.

The following are the contractual maturities of financial liabilities:

 
                    Carrying    Contractual   6 months   6 to 12   1 to 2   2 to 5 
                    amount      cash flows    or less    months    years    years 
 31 March 
  2021              GBP         GBP           GBP        GBP       GBP      GBP 
 
 Non-derivative 
  financial 
  liabilities 
 Trade and 
  other payables    445,273     -             445,273    -         -        - 
 Borrowings         1,283,000   -             -          -         -        1,283,000 
 
 
 

Cash flow management

The Group produces an annual budget which it updates quarterly with actual results and forecasts for future periods for profit and loss, financial position and cash flows. The Group uses these forecasts to report against and monitor its cash position. If the Group becomes aware of a situation in which it would exceed its current available liquid resources, it would apply mitigating actions involving reduction of its cost base. The Group would also employ working capital management techniques to manage the cash flow in periods of peak usage.

Currency risk

The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant Group entity. The Group's primary currency exposure is to US Dollar, which is the currency of all intra-group transactions as well as denomination of selling price of the products. The group also has some exposure to Malagasy ariary due to its operating subsidiaries in Madagascar.

Considering the natural hedge available the Group currently doesn't hedge the currency risk. The Group's and Company's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.

 
                              USD         MGA         USD         MGA 
 Group                         2021        2021        2020        2020 
                              GBP         GBP         GBP         GBP 
 
 Cash and cash equivalents    90,236      66,118      49,519      2,574 
 Trade & other receivables    522,400     489,622     354,214     95,255 
 Trade & other payables       (151,353)   (301,816)   (163,566)   (147,662) 
---------------------------  ----------  ----------  ----------  ---------- 
 Net Exposure                 461,283     253,924     240,167     (49,833) 
---------------------------  ----------  ----------  ----------  ---------- 
 
 
                              USD         USD 
 Company                       2021        2020 
                              GBP         GBP 
 
 Cash and cash equivalents    3,619       28,475 
 Loans to subsidiaries        4,893,314   2,353,713 
 Trade & other receivables    522,400     354,214 
 Trade & other payables       (151,353)   (163,566) 
---------------------------  ----------  ---------- 
 Net Exposure                 5,267,980   2,572,836 
---------------------------  ----------  ---------- 
 

Sensitivity Analysis

As shown in the table above, the Group is primarily exposed to changes in the GBP:USD & GBP:MGA exchange rates. The table below shows the impact in GBP on pre-tax profit and loss of a 10% increase/ decrease in the GBP to USD exchange rate, holding all other variables constant. Also shown is the impact of a 10% increase/decrease in the GBP to MGA exchange rate, being the other primary currency exposure.

 
 2021                                      Group   Company 
                                           GBP     GBP 
 
 GBP:USD exchange rate increases by 10%    532     53,071 
 GBP:USD exchange rate decreases by 10%    (592)   (64,864) 
 
 
 GBP:MGA exchange rate increases by 10%   (51,402)   - 
 GBP:MGA exchange rate decreases by 10%   57,183     - 
 
 
 2020                                      Group     Company 
                                           GBP       GBP 
 
 GBP:USD exchange rate increases by 10%    934       22,055 
 GBP:USD exchange rate decreases by 10%    (1,031)   (45,453) 
 
 
 GBP:MGA exchange rate increases by 10%   (36,223)   - 
 GBP:MGA exchange rate decreases by 10%   40,034     - 
 

23. Related party transactions

Tirupati Carbons and Chemical Pvt Limited (TCCPL) is an entity incorporated in India. The Company is connected to TCCPL in that both Shishir Poddar and Hemant Poddar were both directors and shareholders of TCCPL during the year. At year end, included within debtors was an amount of Nil (2020: GBP135,005) and revenue recorded for the year of GBP46,090 (2020: GBP101,659) from TCCPL.

Tirupati Speciality Graphite Private Limited (TSG) is an entity incorporated in India. The Company is connected to TSG in that both Shishir Poddar and Hemant Poddar were both directors and shareholders of TSG during the year. At year end, a net amount was receivable of GBP250,656 (2020 - GBP73,723) and revenue of GBP238,602 (2020 - GBP291,662) from TSG.

Haritmay Ventures LLP (HV) is an entity incorporated in India and engaged in manufacturing proprietary tailor made flake graphite processing machinery and equipment which the Company uses in its projects. The Company is connected to HV in that Shishir Poddar is partner and shareholder of HV during the year. At year end, a net amount was receivable of GBP72,552 (2020 - Nil) and revenue of Nil (2020 - Nil) from HV.

Optiva Securities Limited is an entity incorporated in the United Kingdom. The Company is a stock brokerage firm connected to the Company being the sole broker of the Company and Christian Gabriel St.John-Dennis one of the directors of the Company and holding a position with Optiva Securities Limited during the year. At year end, the Company incurred brokerage and consultancy fees, business development fees of GBP378,402 (2020- GBP50,894).

24. Events after the reporting period

In April 2021, the Company completed a placing of 11,111,111 ordinary shares of GBP0.025 each in the Company at a price of GBP0.90 per share with institutional and other investors to raise an aggregate gross amount of GBP10 million (the "Placing"). The net proceeds of the Placing will primarily be used to expedite and accelerate the Company's modular MTDP.

In September 2021 the Company commissioned its second flake graphite mining and processing facility at the Vatomina project increasing its installed capacity from 3,000 tpa to 12,000 tpa. This shall materially change the Company's trading position.

In June 2021, the Group decided to dissolve the intermediary company - Tirupati Resources Mauritius in Mauritius and bring the Madagascan subsidiaries directly under Tirupati Graphite Plc. This will reduce administrative costs and management time the Group needed to spend to keep this holding company floating.

In August 2021, the Company entered into a binding agreement subject to certain conditions precedent, for acquisition of Mozambique based graphite projects from ASX listed Battery Minerals Limited. The consideration payable by the Company on completion is a total sum of AU$ 12.5 million of which AU$ is to be settled in cash and AU$11.5 in ordinary shares of the Company. The Acquisition is subject, amongst other things, to the mandatory shareholder approval of Battery Minerals and approval of the transaction by the Ministry of Mineral Resources and Energy in Mozambique.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

** ENDS **

For further information, please visit www.tirupatigraphite.co.uk or contact:

 
 Tirupati Graphite Plc 
  Puruvi Poddar                           +44 (0) 20 3984 9894 
 Optiva Securities Limited (Broker) 
  Daniel Ingram                           +44 (0) 20 3137 1902 
                                         ---------------------------- 
 St Brides Partners Ltd (Financial PR)    info@stbridespartners.co.uk 
  Isabel de Salis / Oonagh Reidy 
                                         ---------------------------- 
 

Notes

Tirupati Graphite Plc is a revenue-generating, multi-asset, multi-jurisdictional, fully integrated producer and developer of high-grade natural flake graphite, speciality graphite and graphene and graphene enhanced advanced materials. With a unique set of properties, graphite has diverse applications with multiple growth streams and graphene forms the new generation of 2D and advanced materials. The Company places a special emphasis on "green" applications, including renewable energy and energy efficiency, energy storage, thermal management, and advanced materials development, and is committed to ensuring its operations are sustainable as well.

The Company's operations include primary mining and processing in Madagascar, where the Company operates two key projects, Sahamamy and Vatomina; 12,000 tpa of high-quality flake graphite concentrate with up to 96% purity is the current capacity of these projects and flake graphite being produced is sold to customers globally. The projects are under staged development and total capacity is planned to increase to 84,000 tpa by 2024 as per the Company's modular medium-term development plan.

In India, through Tirupati Speciality Graphite Private Limited ('TSG'), with whom the Company has a binding acquisition agreement subject to regulatory approvals, Tirupati is developing a suite of speciality graphite for use in hi-tech applications like lithium-ion batteries, fire retardants, thermal management, and composites. Its current operations include the 1,200 tpa Patalganga Project, focused on manufacturing the Company's trademarked expandable graphite products CARBOFLAMEX(R) and GrafEN 45545(TM). TSG is further developing 30,000 tpa specialty graphite project in two equal size modules and has developed unique green processing technologies for manufacturing these advanced materials.

TSG is also developing the Tirupati Graphene and Mintech Research Centre ('TGMRC'), a state-of-the-art R&D centre focussed on manufacturing graphene, developing its applications and advanced materials using graphene, and further providing environmentally friendly technologies consultancy for mineral processing. Commercial operations commenced in July 2021 having completed Stage 1 of the centre's development plan.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

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September 17, 2021 10:59 ET (14:59 GMT)

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