Total Graphite Plc Regulatory News (TGR)

8 August 2025

Tirupati Graphite plc

('Tirupati' or the 'Company')

Annual General Meeting Result and Auditor appointment

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and supplier of the critical mineral for the global energy transition held its Annual General Meeting ('AGM') at 10:00 am today, 8 August 2025.

AGM Results

Voting on resolutions proposed in the notice of meeting sent to the shareholders and dated 15 July 2025 took place with the results displayed below. Resolution number 6 contained in the Notice of the AGM relating to the re-appointment of the auditors was withdrawn by the Board. That Resolution was withdrawn before being voted on, as the existing auditor has resigned to facilitate the appointment of a new auditor, explained below. 

Details of the votes relating to each resolution are contained in the table below.

Resolutions 15-22, which were Special Resolutions requiring a 75% majority of those voting, were not passed. These resolutions principally relate to the disapplication of pre-emption rights for the issue of new shares, required for the conversion rights under the convertible loan notes (CLNs) to be exercised. In respect of the £4.5 million 2025 CLNs, the Company has in place alternative arrangements permitting the issue of the conversion shares by means of a share for share exchange involving the addition of an intermediate step in the conversion mechanics using shares in a newly incorporated Guernsey subsidiary. As a result, even though the relevant resolutions did not achieve a 75% vote, it is expected that the 2025 CLN will be able to convert to equity as originally planned. Conversion of the 2019 CLN may also be achieved by the same process. Further details of these arrangements will be made available in due course, as will the implications for the 2022 CLN for which conversion may, if needed, be undertaken in a similar way.

Change of Auditor

The Audit Committee and Board have agreed that it would be beneficial to make a change in the Company's auditor. The Company is pleased to report that Moore Kingston Smith LLP, a member firm of the Moore Global network, has agreed to act as the Company's auditor. The previous auditor, Johnsons, have accordingly agreed to step down and tendered their resignation. Johnsons have provided notice under s. 519 of the Companies Act that there are no circumstances connected with their resignation to be brought to the attention of shareholders or creditors. The Board has appointed Moore to serve as auditor until the conclusion of the Company's next AGM.

ENDS

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

About Tirupati Graphite Plc

Tirupati Graphite is a specialist graphite producer and a supplier of the critical mineral for a decarbonised economy and the energy transition, with leading low development capital and operating costs. The Company places a special emphasis on green applications including renewable energy, e-mobility, energy storage and thermal management, and is committed to ensuring its operations are sustainable. 

The Group's operations include primary mining and processing in Madagascar where the Group operates two key projects, Sahamamy and Vatomina, with a combined installed final nameplate production capacity of 36,000tpa, subject to minor capex additions. The Madagascar operations produce high-quality flake graphite concentrate with up to 97% purity and selling to customers globally. 

The Group also holds two advanced stage, world class, natural graphite resources in Mozambique.