Total Graphite Plc

The year ended 31 March 2026 marked a defining period in Total Graphite's evolution.

During the year we successfully restored the Company's listing on the London Stock Exchange, strengthened the balance sheet through a significant recapitalisation, recommenced operations in Madagascar and established a clear strategic direction for the business. Whilst considerable work remains, I believe we have successfully completed the stabilisation phase of our turnaround and are now entering the next stage of the Company's development. Our focus is now shifting from rebuilding the Company to building the business. The past eighteen months required decisive action. The Board and management team inherited a business facing significant operational, financial and governance challenges. Considerable effort has therefore been directed towards restoring stability, strengthening governance, rebuilding investor confidence and creating a platform capable of supporting sustainable long-term growth. The successful restoration of trading of the Company shares in March 2026 represented an important milestone in that process. Together with the recapitalisation of the business and the conversion of significant liabilities into equity, it provided a much stronger financial platform from which management could recommence operations and begin implementing the next phase of our strategy.

The restart of production at Vatomina following the restoration of trading represented an important operational milestone. However, the Board has always viewed Vatomina as considerably more than simply the Group's first producing mine. Vatomina is the operational platform upon which Total Graphite intends to build a vertically integrated graphite materials business. The project provides the operational expertise, customer relationships, product qualification and, over time, the cash flow foundation from which we intend to develop the Group's broader portfolio of graphite assets and downstream value-added opportunities. This distinction is important. Our objective is not simply to maximise production from a single operation. It is to establish a reliable, efficient and scalable operating platform capable of supporting the Company's broader strategic ambitions.

The recommencement of production at Vatomina was never viewed by the Board as the completion of the turnaround process. Rather, it marked the beginning of the optimisation phase. Restarting operations under production conditions has provided management with valuable operational data and practical experience that could not have been obtained during planning alone. As part of this an independent technical review has identified a number of operational and geological workstreams including drilling, mine planning, ore handling, plant configuration, processing efficiency and supporting infrastructure, designed to improve operational performance. Production has been temporarily paused whilst these workstreams are completed. The Board believes that investing time and capital in improving the operating platform today has the potential to deliver materially stronger production volumes, improved operating reliability and enhanced project economics over the longer term. While this approach requires patience, we believe it represents the most effective way of creating a sustainable and profitable business rather than pursuing short-term production targets.

The Board has continued to refine the Company's long-term strategy throughout the year. Our ambition extends beyond becoming a larger graphite producer. Our objective is to develop Total Graphite into a vertically integrated graphite materials business capable of creating value across the graphite value chain. We believe this strategy will be built upon five interconnected pillars:

The global graphite market continues to evolve rapidly. Natural graphite has become recognised as one of the world's most strategically important critical minerals, driven by accelerating demand from battery manufacturing, electrification and energy security initiatives. At the same time, governments and industrial consumers are increasingly seeking to diversify supply chains beyond traditional sources of supply. The Board believes these structural trends provide a favourable long-term backdrop for Total Graphite's strategy. While the Company remains at an important stage in its development, we believe our combination of producing assets, development projects, trading capability and downstream ambitions provides a differentiated platform from which to participate in these long-term market opportunities.

The Board fully recognises that investors will ultimately judge us by our ability to deliver. We therefore remain focused on executing the optimisation programme at Vatomina, improving operational performance, strengthening customer relationships and progressing the broader development of the Group's portfolio in a disciplined and financially responsible manner .Following the year end we also commenced a Portfolio Optimisation Review to ensure that each asset within the Group contributes appropriately to the Company's long-term strategy and that capital is allocated where it can generate the greatest value for shareholders. We recognise that our vision will take time to realise. However, I believe the Company today is fundamentally stronger than it was twelve months ago. We have rebuilt the Board and management team, restored our market listing, strengthened the balance sheet and established a clear strategic direction.

The past eighteen months have been about rebuilding the Company. The period ahead is about realising the potential of the platform we have created.

The Board remains confident in the long-term opportunity before us and looks forward to updating shareholders as we continue to execute our strategy with discipline, focus and a commitment to creating sustainable long-term value. On behalf of the Board, I would like to thank our employees, shareholders, customers, suppliers and business partners for their continued support throughout this important period in the Company's development.

In the following section, the terms “we,” “our,” “our/your Company” “TG”and “us” may refer, as the context requires, to Total Graphite Plc (the “Company”) or collectively to Total Graphite Plc and its subsidiaries (the “Group”).

The Group is a specialist natural graphite producer which has developed operations in Madagascar and projects in Mozambique since formation in 2017 and following its IPO on the London Stock Exchange in December 2020. Natural flake graphite is a globally recognised and designated “critical mineral”, for the role it plays in the energy transition, as a key element required for energy storage and battery technology.

In Madagascar, the Group owns the Vatomina and Sahamamy concessions, providing approximately 33 square kilometres of flake graphite mining permits.

The Group produced 2,964 Mt of graphite during the year ended 31 March 2026 (2025: 2,169 Mt). This was well below the potential of the Group's assets, due to the inefficient and intermittent operation of only the Vatomina project during the first half of the operational turnaround, started in February 2025. Operations at Vatomina were paused in September 2025 to allow for installation of additional equipment at the plant, refurbishment and replacement of a number of key plant operational items and restarted at the end of March 2026 following a fundraise. The Sahamamy project has remained on care and maintenance since April 2024.

The Group also holds two flake graphite mineral concessions in Mozambique; the Montepuez and the Balama Central projects.

The Mozambique projects were inactive during the year, with previous force majeure declarations continuing, due to insurgency activity in the region. However, post the year ended 31 March 2026, a site visit took place in mid May 2026, and the intention to update the feasibility studies across the Mozambique projects was announced in early May 2026.

As part of this the Group also holds a pre-feasibility study for the development of an anode material facility to be located in the United States, completed in 2017 (the “Anode PFS”). This potential facility, which envisaged the use of flake graphite supplied from the Montepuez project, represents an opportunity for the Company to move forward its ambitions to become a vertically-integrated graphite materials business, directly servicing energy transition markets. The key points from the PFS were:

Total Graphite plans to commission updated feasibility studies to reflect current market conditions and an optimised Montepuez mine plan.

Natural graphite is a versatile mineral, having over 150 applications. Traditionally, graphite has been extensively used in refractories, crucibles, brakes and lubricants, however, its consumption has significantly grown in the last few decades, given its high application in areas such as lithium-ion batteries, battery energy storage systems, nuclear applications, flame retardants, and more. Given the unique properties of graphite it is an irreplaceable constituent in these applications. The long-term demand profile of graphite continues to remain highly favourable, and the total expected addressable market continues to grow. This growth is driven both by a stable growth in the traditional applications, driven primarily by steelmaking and automotive applications, as well as exponential growth driven by new applications.

Significant application growth in certain areas stem from graphite's key role in electric vehicle manufacture, as the largest material constituent of lithium ion (“Li-ion”) batteries, as well as in large-scale stationary battery storage, thermal management in electronics, fire safety, metal manufacturing and forming, polymers, composites and other advanced materials.

Given the requirement for graphite in these applications, securing sources of natural graphite for these industries is not only critical for businesses, but is also essential for national security and economic growth. As a result, graphite has been classified as a ‘Critical Mineral' by major international governments. This continues to impact significantly on the graphite market, as customers of graphite have a strategic incentive to secure long term supply from politically favourable geographies. Total Graphite Plc is well poised to capitalise on this market dynamic.

China still dominates the global market for advanced graphite, it currently controls 99% of spherical graphite production and about 74% to 90% of anode active material production, and has historically been the largest miner, processor and consumer of graphite. However, China has seen huge domestic graphite consumption driven by its fast growing lithium-ion battery industry. This, together with political and resilience considerations, has created a significant market opportunity for ex-China producers of flake graphite, such as Total Graphite Plc.

Additionally, China has placed significant restrictions on the export of graphite, and an outright ban on the export of purified graphite in some instances. This has posed supply chain challenges for existing and prospective international customers. As a result, the stance of governments around the world is to develop and incentivise domestic and non-China supply, and re-orient their supply chains.

Although the export restrictions by China were relaxed in November 2025 for a period of one year until 27 November 2026, these relaxations have been selective in nature and exports out of China continue to remain a fraction of what they were only a few years ago. This has increased the market adoption of African flake graphite and has been a huge positive for companies such as Total Graphite that are building an African based supply chain for flake graphite.

While the market opportunity is clear, real challenges are faced with the supply. Graphite mines are slow to develop from discovery to production and often producers then face technical and operational challenges. Indeed, the number of new mines that have come into production in the past several years is very few. Total production of graphite outside of China is estimated to have reduced China's dominance of flake graphite production by only 2% between 2018 to 2025.

As an indication of demand, Benchmark Minerals Intelligence reported in October 2024 that a total of 537 gigawatt hours (GWh) of planned battery capacity has been added to the US pipeline since the 2021 Inflation Reduction Act was passed, to reach 1,290.6 GWh of planned capacity by 2030. As sales of electric vehicles also continue to grow, demand for critical components like natural graphite is forecast to be strong over the next decade.

Flake graphite markets are therefore poised to grow as demand from the energy transition continues to grow. As an established producer of flake graphite in Madagascar, with large-scale potential development projects in Mozambique, the Group is in a strong position to serve these markets from its expanded and new production sources. In doing so, Total Graphite will seek to become a stable and reliable preferred supplier of choice for customers.

The broader market for specialised, downstream graphite is undergoing significant growth.

With the global market for expandable graphite growing at a CAGR of 8%, the total global consumption for this product is expected to cross over 100,000 tonnes per annum by 2030. While China remains the largest producer, new expandable graphite production has been commissioned in India, Japan and Germany in the last several years. These new sources are now catering to the non-China demand for expandable graphite.

The global shift towards halogen-free flame-retardant solutions is a major factor driving demand, alongside rapidly expanding applications in thermal management materials, EMI shielding, and flexible graphite foils for gaskets and sealing systems. The electronics and energy storage segment is projected to dominate the market in volume terms, fuelled by the escalating need for advanced thermal management and conductive materials in high-performance electronics, batteries, and renewable energy systems. Looking ahead, tightening building fire safety codes in Europe and Asia, the proliferation of EV battery thermal runaway protection systems, and growth in industrial sealing applications all point to sustained demand. Supply chain diversification away from China further strengthens the outlook for vertically integrated producers outside the dominant supply geography.

As newer production from Africa has been brought to the market in the last few years, we observe a trend of “premiumisation” in the graphite industry, with a number of large scale industrial users moving towards higher purity and more processed grades for better performance. This has led to a rapid growth in demand of purified graphite with carbon content above 96%. The market for purified graphite is growing rapidly due to the boom in electric vehicle (EV) batteries, semiconductors, and solar panels. The global industry is projected to reach $23.9 billion by 2033, growing at an average annual rate of 7.8%.

Purified natural flake graphite is increasingly displacing synthetic graphite in applications where it was previously the only option, thanks to advances in purification and modification techniques that yield superior crystallinity, thermal conductivity, and cost-effectiveness. Over the next 3-5 years, demand is expected to accelerate further as tightening fire safety and thermal performance standards in electronics, automotive, and industrial sectors favour high-purity natural graphite grades.

Another flake graphite derived material undergoing significant growth is micronised graphite, made up of fine-particle natural flake graphite typically below 20 microns. This segment has seen steadily growing demand across a diverse set of applications including polymer and plastics additives, high-performance coatings, lubricants, conductive inks, and friction materials. Its fine particle size enhances performance in specialised applications like plastics and coatings.

Over the next 3-5 years, growth is forecast by increasing adoption of micronised graphite in advanced coatings for automotive and aerospace components, rising demand for conductive fillers in polymer composites for the electronics sector, and expanding industrial lubricant applications in regions undergoing rapid manufacturing scale-up. Producers capable of delivering consistent particle size distributions and high purity levels from natural flake feedstock are well-positioned to benefit from this broadening demand base.

The growth in each of these segments will have a direct impact on the growth of flake graphite, which serves as an irreplaceable raw material for each of these products.

The Group owns and has developed the Vatomina and Sahamamy flake graphite mining projects in Madagascar.

Annual production was 2,964 Mt for the year to 31 March 2026 from just the Vatomina mine (2025: 2,169 Mt, 2024: 7,096 Mt). In the six months between 1 April and 30 September 2025, the Vatomina operation produced 2,395 Mt (equivalent period in 2024: 915 Mt). Operations were suspended in mid September 2025 and largely remained suspended pending the planned programme of improvements, and funding to implement that, until March 2026.

The 18,000tpa capacity operation at Sahamamy had been commissioned in February 2023. However, owing to poor mine planning and not being able to identify higher grade ore zones, and the unprofitable low level of operations, the Sahamamy project was placed on care and maintenance by April 2024, from which point it has remained, including during the year to 31 March 2026.

Some of the process equipment from the Sahamamy facility has now been taken for use in the Vatomina operation, to increase the throughput capacity there, as part of the implementation of the turnaround strategy implemented by the new management over the course of 2025. This included the relocation of two pre-concentration units (“PCUs”) from Sahamamy to increase ore treatment and production capacity at the Vatomina project, one ball mill, a flotation cell and centrifuge, as well as a large graphite dryer unit, which will therefore all require replacement for a future Sahamamy resumption of production.

As noted in the prospectus issued in March 2026 applications for three additional licences around the Sahamamy Project have been submitted, acknowledged, and are pending review and a decision on approval with the mining ministry (BCMM):

Preliminary reconnaissance of these permits indicates the potential for high grades in quality and resources of graphite. The Group hopes to commence re-activation and re-development works at Sahamamy in 2026, although this will likely require additional sources of finance and/or a joint venture partner to be introduced to the project to ensure that adequate funding is available.

At the start of the period the Vatomina project had production facilities with a theoretical 12,000tpa capacity. During the operational turnaround, involving the commencement of large scale re-orientation of the Vatomina project's mining areas and processing pre-concentration units, the project operated intermittently during the year to 31 March 2026. Vatomina's production capacity was significantly under-utilised as it could not be operated with a positive operating margin. Issues stemmed from poor governance for most of the period up until the end of 2024, with minimal exploration having taken place since 2020, and negligible formal mine planning practices were carried out, leading to poor identification of adequate grade ore zones for mining and poor quality ore fed into the process plant. Degraded and poorly maintained tailings storage facilities and the low operational effectiveness of plant and equipment resulted in the intermittent pumping of graphite concentrate from PCUs to the final concentration unit (“FCU”). The primary tailings facilities had to be regularly cleaned manually utilising mining equipment. Significant spare part shortages persisted throughout the period due to the financial position of the Group and long lead times in some instances. During the year, supply chains have were reconfigured to new suppliers. Additionally, the mining fleet could not be maintained at an optimal operating level and experienced frequent breakdowns because of spare parts being unavailable.

New management advanced an improvement programme during the year, including reconfiguration of the PCU setup on the project, to upgrade the mining and processing capacity of the project to 18,000tpa. Key deliverables and steps taken in 2025 and early 2026 to drive the operational improvement include:

Production levels varied during the period, impacted significantly by adverse weather and periods of continuous heavy rainfall with operations being suspended in September 2025 until the operation restarted post fundraise at the end of March 2026.

Key takeaways from the operating results above for the year ended 31 March 2026 can be summarised below:

Since Vatomina mining operations restarted in February 2025, the Group witnessed a number of challenges with the mine plan, mining equipment, facilities and infrastructure available, as well as adverse weather, which impacted and delayed the planned ramp up of production during the period. Whilst this led the Company to miss its targeted production rates for 2026, the plan outlined below provides renewed support for the planned ramp up.

Adverse weather, with high rainfall levels this year, delayed relocation and installation of PCUs and the larger dryer from Sahamamy, as well as making mine roads impassable at times. A total of 48 mining days were lost to weather conditions from May to August 2025. The wet conditions demonstrated that the fleet of mining vehicles was in poor condition, leading to numerous breakdowns, but also insufficient in total capacity to sustaining ore feed at the required levels. The lack of a proper life of mine plan, supported by drilling data and an up to date geological model, has led to ore grade mined over years being below the 3% target level. The Company is seeking to address this through a phased drilling and mine planning programe.

Additionally the Company has bought in mining and geological speccialist support to identify more efficient and effective mining methods.

On the processing front, unplanned downtime due to non-availability of spare parts, sub-optimal performance of ball mills, poor classifier performance due to regular shaft cracking, plus insufficient drying capacity together all reduced volumes processed and impacted the consistency of the final product grade quality.

The Group therefore embarked on a further series of remediation steps from the end of August 2025 to address each of the above issues, including:

The Mozambique portfolio consists of two graphite projects. The Montepuez project, consisting of two deposits, Elephant and Buffalo, is located in Cabo Delgado province in Northern Mozambique. The project has permits in place to build a 100,000tpa graphite operation and some of the required construction has already been undertaken. The Balama Central project is a pre-feasibility study stage with most permits in place for a 58,000tpa operation.

The two graphite projects have mineral resources of over 152 million tonnes at 8.5% total graphite content (“TGC”). The Mozambique projects complement the Group's predominantly large and medium flake graphite output from its Madagascan operations by providing a large resource of anode-suitable smaller flake material for future supply to energy transition market segments.

At Montepuez, there is already a 100-person accommodation camp, a significant tailings storage facility constructed and road and culvert infrastructure in place. A mobile crusher is available at the site as well, with sufficient capacity to meet the ore feed for a 30,000-50,000 tonnes per annum processing facility that is being considered as the first stage of development for the project.

At present both projects are in force majeure due to insurgencies in the Cabo Delgado province of the country, although the insurgency-related security issues have not directly impacted the project facilities.

The security situation has showed signs of improvements following governmental and international intervention, with other certain commercial groups operating more consistently and re-committing themselves to the development of large-scale projects in the region. The situation has meant that further work on the projects have been on hold. However the Group plans to restart work through updates to the feasability studies including site-visits and preparatory work for development, ahead of a final investment decision being taken for construction.

During May 2026 the Company's local team together with local auditors visited the site to assess the current status ahead of appointung consultants to update the DFS.

Both of the projects have potential for further exploration and resource expansion thereby increasing the life of mines and possible production levels.

The below table presents the Mineral Resources of the Total Graphite Group's Mineral Assets as of 30 September 2025, reported in accordance with the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves, the JORC Code, 2012 Edition (“JORC”).

The figures are extracted from a Competent Persons' Report including updated Mineral Resources Estimates of the Group's projects with the effective date of 30 September 2025 provided by SRK Mining Services (India) Private Limited (“SRK”).

As of 30 September 2025, the combined Madagascar Mineral Resources of Sahamamy and Vatomina are estimated to be 12.40 Mt of material, with average grading 4.0% TGC. The net change in the Mineral Resources when compared to 31 March 2020, the effective date of the previously compiled Competent Persons Report for the projects, is a tonnage decrease of 13.1 Mt and an absolute grade decrease of 0.4% TGC. These changes are due to depletion of about 1.90 Mt of mineralised material, change in the geological model, and changed economic assumptions for the conceptual open pit to define the Mineral Resources. SRK commented that the change for the inferred category resulted in volumes being downgraded to unclassified category, owing to the failed reconciliation, data quality and non-adherence with the protocols and standards required for Public Reports, as the term is defined in the JORC Code, in recent years. This is principally due to poor quality data and reconciliation procedures in recent years under the previous leadership of the Group. We intend to professionalise the collection and analysis of geological data to follow JORC standards, as well as undertake further exploration in due course, which we anticipate may permit certain volumes to be re- classified again.

As of 30 September 2025, Vatomina Mineral Resources are estimated to be 6.0 Mt of material, grading 3.8% TGC, considering a 2% TGC cut-off grade. The net change in the Mineral Resources when compared to 31 March 2020 is a tonnage decrease of 12.2 Mt and an absolute grade decrease of 0.80% TGC. These changes are due to depletion of about 0.9 Mt of mineralised material, change in the geological model and the changed economic assumption for the conceptual open pit to define the Mineral Resources.

As of 30 September 2025, Sahamamy Mineral Resources are estimated to be 6.4 Mt of material, grading 4.2% TGC, considering a 2% TGC cut-off grade. The net change in the Mineral Resources when compared to 31 March 2020 is a tonnage decrease of 0.7 Mt and an absolute grade decrease of 0.0% TGC. These changes are due to depletion of about 1.0 Mt of mineralised material and the changed economic assumption for the conceptual open pit to define the Mineral Resources.

At Vatomina, SRK estimates an Exploration Target of about 18-20 Mt of graphite mineralisation with an average grade ranging between 4-5% TGC. The potential quantity and grades reported as exploration targets are in addition to the already reported Mineral Resources. These exploration estimates are based on the geological models and mapping and auger drilling results, which have been provided by the Company. The potential quantity and grade are conceptual in nature; there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. This includes about 10.5Mt of the previously reported Inferred Mineral Resources, which has not been considered for the reporting of Mineral Resources in 2025, owing to the failed reconciliation, poor data quality and non-adherence with the protocols and standards, as noted above.

At Sahamamy, as of 30 September 2025, in addition to the areas where Mineral Resources have been reported, a conceptual geological model has been prepared based on auger drilling and geological mapping. SRK has reviewed this model and based on this estimates the Exploration Target of about 3-5 Mt of graphite mineralisation with an average grade ranging between 4-5% TGC.

The potential quantity and grades reported herein, are in addition to the already reported Mineral Resources. These estimates are based on the conceptual geological models based on the geological mapping and auger drilling results, which have been furnished by Tirupati for review. The potential quantity and grade are conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource and that it is uncertain if further exploration will result in the estimation of a Mineral Resource.

As of 30 September 2025, SRK's resource estimates for the Elephant and Buffalo deposits of the Montepuez project, total 110.5 Mt at 8.3% TGC for 9.1 Mt of contained graphite, including 56.9 Mt of Measured and Indicated Mineral Resources at 8.8% TGC for 5.0 Mt of contained graphite. The Mineral Resource uses a 2.5% TGC cut-off grade, constrained by geological wireframes and an optimised pit shell based on a USD 800/t concentrate price.

The following table summarises the Mineral Resource Statement for the Buffalo deposit of the Montepuez project, as of 30 September 2025 considering 2.5% TGC cut-off grade.

Montepuez Graphite Project, Buffalo Deposit Mineral Resource, 30 September 2025

The following table summarises the Mineral Resource Statement for the Elephant deposit of the Montepuez project, as of 30 September 2025 considering 2.5% TGC cut-off grade.

The following table summarises the Mineral Resource Statement for the Balama Central project as of 30 September 2025 considering 2.5% TGC cut-off grade.

The Company has again performed relatively well given the difficult trading conditions which has been hampered by lack of funds during the year. Only one site was in operation in the year under review at Vatomina which produced 2,964Mt for five and a half months until mid September 2025. This is well below its enhanced productive capacity of 18,000Mt per annum.

Since March 2026 with the injection of new finance and reconfiguration of existing loans the plant was re-opened in March 2026.

Annual production was above that of last year at 2,964Mt (2025: 2,169Mt), as were the annual sales at 2,706Mt (2025: 2,240Mt). However due to the reduction in the US$ dollar price that was achievable per million tonnes dropping to an average of US$829 (2025: US$899), the sales value only increased by £90,000. The price of graphite has seen a decrease in recent times due to oversupply and the use of synthetic products from China, however the underlying demand remains strong.

Despite the low and intermittent production the Company has controlled its costs of production which have reduced from £1,017 per Mt in 2025 to £779 per Mt. As a result the Company is currently showing a gross loss of £442,000 (2025: £703,000) excluding depreciation as the cost exceeds the current selling price.

Although cost remains above the achieved sales price, the cost per million tonnes is expected to decrease as a number of the costs are largely fixed in nature and as production ramps up the average cost of production is expected to fall, moving the Company into gross profit.

Administrative costs have remained in line with 2025 at £3.5 million. The principal expenses were as follows:

The overall level of debt as of the end of 2026 stood at £2.2 million (2025: £5.0 million), with overall gearing reducing significantly. The reduction has been achieved by a restructuring of debt to equity and the raising of additional funds from a placing which was completed in March 2026. A combination of these two factors enabled the Company to reduce its debt significantly by £2.8 million as reported at 31 March 2026.

Our business model strategy consist principally of two elements to continue to grow and expand our base operations in Madagascar and Mozambique, and to add value by generating linked revenue streams. In addition to the above, the Company is always evaluating other projects and opportunities to complement existing operations with potential acquisitions and joint ventures.

Total Graphite plans to operate a vertically integrated mine-to-materials business model, pairing primary extraction in Madagascar and Mozambique with downstream trading and processing. The strategy bridges natural flake mining with the energy transition specifically targeting electric vehicle (EV) battery anodes.

The core principles of the business strategy operate across three key revenue and supply streams as follows:

This section describes the principal risks and uncertainties of the Group's business. The Board is committed to implementing a proper risk identification and review process, including both “bottom-up” risk analysis from the operating subsidiaries and “top-down” consideration from the Board and management.

As set out in the business review the Company's strategy and plans will require additional funds to be raised.

There can be no guarantee that the Company will be successful in raising new finance. Access to capital may also depend on market conditions.

The Company is in advanced discussions with a number of potential counterparties and is expects that the necessary funding will be available within the required timeframe.

There can be potential threats from process innovation that may make competitors equally or more cost competitive. Production growth of synthetic graphite could impact negatively on prices of natural flake graphite. Development of new battery chemistries or new technological breakthroughs in industrial end-user markets could impact global natural flake graphite demand.

Efforts to increase volume and find unit cost reductions from the Company's current producing Madagascar location and planned production in Mozambique are aimed to operate on a low-cost basis to support and build market share.

Natural flake graphite is forecast to remain a significant component of electric vehicle batteries across different chemistries. The Company is also serving an increased diversity of industrial markets and evaluating downstream product production capabilities in order to broaden its markets.

There is no grid power availability at the locations of the Group's projects and we rely on our own sources for power generation for the round-the-clock operations. Breakdowns in generation sets may adversely affect production. The consequences of conflict in the middle east and heightened international oil prices results in increased costs for the Vatomina operation with local diesel prices rising, although remaining readily available.

Surface water is used for process water requirements. Insufficient water availability may impact the processing plants. There is also a risk of contamination from the projects' tailing storage facilities (“TSF”) and contamination from the Final Concentration Units (“FCU”).

The Group has set up diesel power generation units across various electrical consumption points and intends to strengthen its set of backup power generation units to mitigate any production loss from generator breakdowns, as well as continue to develop it hydro power facilities. Recycling of water resources is extensively used in Vatomina.

The Group drilled and established a number of bore wells for the communities around its projects, ensuring greater access to safe and clean drinking water through the provision of various sources and monitoring of storage and production facility integrity to detect and remedy any leaks that may occur.

Measures are in place to regularly raise the TSF walls and maintain diversion channels from the FCU.

The Company is bound by obligations under all licences and permits it holds at the subsidiary level for it projects and concessions. Failure to meet those obligations can risk our ownership and ability to operate within those projects and concessions.

Failure to meet obligations can extend to include but are not limited to late or missed taxation payments, project delivery delays, social and local governance disruptions. The Mozambique projects are required to progress to production within a defined timeframe. Failure to do so, unless due to force majeure declarations, may impact the Company's ability to hold the concessions.

The management of the Company utilises a communication strategy so that all pertinent obligations under all of its projects' licences and permits at its various concessions are understood so that they can be constantly monitored for compliance. The restructured management enables it to better understand and meet financial-based obligations across the jurisdictions that host its projects.

The Company faced adverse weather during the period which resulted in it being necessary to pause mining operations while waiting for water to recede, mine road conditions to improve and in the interests of health and safety. The Company may face production losses due to such adverse weather conditions in the future.

Infrastructure improvements have been made during 2026 and further improvements are planned. Additional mining equipment should permit the build-up of ore stockpiles to reduce the impact of mining interruptions due to rainfall. The implementation of the split processing flowsheet into two parts by the introduction of pre-concentration units near the mine that pump initially processed material to the final concentrate units, means the Company reduces road-dependent, transportation.

Climate change may cause an increase in frequency of adverse weather events and unforeseen disruptions to parts of the Company’s supply chains as well as at the location of various customers beyond the Company’s control, that could impact graphite demand and/or the ability of the Company to make sales.

Requirements to reduce carbon emissions may require changes in fuel consumption for power generation and enhanced reporting measures in line with legislation which could lead to increased costs.

Climate change mitigation is a major driver of the Company's mission with demand for graphite growing significantly from the electric vehicle and battery storage sectors forecast to continue to grow significantly, therefore representing an opportunity for the Company to be part of the solution and global mitigation response.

At the project level the Company has initiated work to reduce its long term consumption of fossil fuels with the potential use of an existing hydropower plant in Madagascar that has potential to grow in capacity, and is actively assessing solar power options. The Company will consider further measures for increased deployment of renewable energy across its projects to target reduced carbon emissions and reduced costs over the longer term, as well as to align with legislative and industry guidance.

Geological risks relate to the grade of ore being mined and potential impurities encountered in under-explored areas of the concessions, as well as the extent of ore deposits. The targetted project head grade at TGC in Madagascar is c.3% which varied during the period as different grades of ore were intercepted.

The Group is currently carrying out a drill programme at Vatomina with the objective of increasing geological understanding to support a robust mining plan going forward. It plans to employ grade control drilling and develop and maintain updated and independently verified mineral resource estimates, as well as using external experts where required, and establish detailed mine plans to promote the mining of economic grades of graphite across its concessions.

The current operations are located in lesser developed areas with limited availability of spares, reagents and consumables.

The Company has increased the inventory of required spares, consumables and reagents required to keep the plant operating optimally. Over the course of 2025 and 2026 the Company's suppliers were reconfigured away from related parties of previous directors and new suppliers were sourced.

There is demand from customers for higher grade, specialist flake products that the Company can produce and sell. This requires consistent production performance to meet market demand. Specific requirements of various customers mean that produced and shipped flake graphite must align with the characteristics demanded by customers for their commercial end use. This requires stringent quality analysis.

To ensure the grade and quality specification expectations of our customers are met, we use advanced analytics and quality control systems and equipment in on-site laboratories.

The prices and demand for the Company's products may remain volatile/uncertain and could be influenced by global economic conditions. Volatility in commodity prices and demand may adversely affect earnings, cash flow and reserves.

The Group's current principal activities in Madagascar involve ore mining and its processing that are expected to have an impact on the environment, while the development of the Company's Mozambique graphite projects are expected to have similar impacts. Land and vegetation is disrupted as a result of mining activities and particularly in cases of advanced exploration or mine development proceeds, production sites and plants. Its activities are or will be subject to in-country national and local laws and regulations regarding environmental hazards. Air pollution takes place from the burning of fossil fuels for powering vehicles and equipment used in the production of graphite. Pollution of waterways and soil around the projects can take place at tailing dams and similar infrastructure if not monitored and maintained sufficiently.

The Group conducts thorough environmental impact assessments before starting projects to identify potential environmental risks and develop mitigation strategies. However the Directors acknowledge that an updated comprehensive review of the rehabilitation obligations including an external review and quantification of the Group's potential rehabilitation obligations is required. The Group continuously engages in measures related to environmental improvements. Water Management: Implementing closed-loop water circuits and advanced filtration systems to recycle and treat wastewater, minimising water consumption and preventing contamination of local water resources. Land Reclamation: Restoring mined land to its natural state or repurposing it for agriculture or recreation through soil restoration, reforestation, and creating artificial lakes. Community Engagement and Development: Working closely with local communities, addressing their needs, and ensuring mining activities provide economic and social benefits.

The Group seeks to grow its renewable energy power generation capabilities in order to reduce reliance on fossil fuels and mitigate its environmental footprint.

The Group's mining and processing operations involve the risk of personal injury as a result of the activities conducted at its project sites.

All members of staff at project site locations are briefed on health and safety considerations and provided with a standard level of first aid training.

The primary flake graphite projects are located in Madagascar and Mozambique, which are therefore subject to risks associated with operating in a foreign jurisdiction and compliance obligations. Mozambique experienced safety and security issues that started in 2020 following an insurgency. Security concerns have continued to some extent. Our projects in Mozambique are in force majeure following disruptions caused by the insurgency in Northern Mozambique and more recent political unrest, with a risk this continues.

Madagascar has a mining code that promotes security of tenure by providing mining permits that extend for up to 40 years in length from the date of issue that are renewable at the permit holder's choice, and has been a stable jurisdiction in the Company's experience since 2017, with no history of any disruptions to operations by any previous national or local governments with which we consider that we hold good relationships.

In Mozambique, the Group maintains a dialogue with the relevant authorities regarding the security situation and status of the projects.

As required by The Companies (strategic report) (climate related financial disclosure) Regulations 2022 (CFD), and the listing rule UKLR 6.6.6R, the Company's actions have been mapped against the recommendations as developed by the task force on climate-related financial disclosures (TCFD).

The report focuses on the two trading subsidiaries based in Madagascar as operations in Mozambique are currently suspended, these are included within the consolidated accounts of the parent. The parent is not material to consider under CFD and TCFD as it operates as an administrative hub managing the trades of the subsidiaries and there is little impact from climate change.

As part of the review the Company has considered the overall risks and opportunities arising from the impacts of climate change. The mining industry is highly dependent on physical conditions to be able to operate effectively, and as such, future variations in weather patterns globally with climate change will increase vulnerability to operational and supply chain disruptions. Machinery used for mining, processing and transportation is also highly reliant on fossil fuels as a source of energy, making the industry carbon intensive and highly exposed to risk of change and adaption to new working practices.

The Company has been operating in extreme climatic conditions due to the location of the subsidiary companies and has adapted its procedures to those, but it is in the process of assessing further changes that may occur that would negatively impact the operations of the Company.

The climate change disclosures fall under four thematic pillars, governance, strategy, risk management, and metrics and targets. The Company has mapped its compliance with the recommendations below, and its future plans to enhance its compliance and reporting in each area in order to manage potential risks for the business.

The Company is in the process of developing a fuller understanding of the emerging and changing effects that climate change may have on the Company. Currently, there is no formal process in place yet for the Board of Directors to monitor and oversee progress against Greenhouse Gas (GHG) emissions and climate goals and targets. This governance process will be established once the GHG and climate related targets have been set, and monitoring, governance and reporting programs have been established. The Company is aiming to establish its metrics and targets to fully comply with the requirements of CFD and TCFD during 2026/27.

The Company has not complied in all respects with the disclosures under the CFD, TCFD regulations and accounting standards in particular those relating to stress testing of the resilience of the Company to a change in climatic conditions from a base level of 1.5c, setting of specific metrics and targets in relation to monitoring of the effects of climate change on the Company performance, and disclosure of GHG emissions.

To date, the Board has exercised oversight of climate-related risks and strategies. The Board has seen a number of changes in the past two years and with a more settled structure, the Board will review whether or when it may be effective to establish a separate Sustainability Committee or to delegate certain risk-related matters to the Audit Committee.

The Group's business model and strategy are heavily influenced by expectation that demand for flake graphite will increase significantly in large part due to factors driven by the energy transition agenda, including growth forecasts for electric vehicles and the need for increased energy storage capacity globally.

While emissions and the climate impact of the Group's own operations have the potential to grow as the operations develop further, the Group has certain strategies to mitigate and reduce potential impacts. These include expansion of existing renewable energy sources such as hydroelectric, and others, to reduce the long term requirement of fossil fuel requirements for power generation.

Improving the quality of tailings management systems will also be a continued significant factor for management to evolve as production grows across the Group's projects, as will the safe and appropriate rehabilitation of land on an ongoing basis and for end of mine purposes.

Although the Company is at an early stage in its development of it's climate change policies, the development of which has been affected by the current lack of funding and partial closure of operations, it is looking to set broad targets for the reduction of its emmssions. Based on the guidance provided by the Intergovernmental Panel on Climate Change (IPCC) and other government bodies the Company is looking to adopt and develop short term goal based on a time framce of up to five years, and meduim term targets for a period of from five to ten years.

The principal short term risks, as identified by management, relate to physical risks as detailed below, these are assessed to become more extreme. However the Company already operates in a challenging environment and has a number of strategies to already in place which need to be reviewed and refined. In order to move to a more environmentally friendly extractive business model, the Company is aiming to use more renewable energy resources. The Company will explore the opportunity to decrease costs to the Company, by the use of more efficient technologies in conjuction with accessing goveernment grants..

As stated the Company opersates in a challenging environment and the key risks as noted below have been known for a number of years, but the issues are envisaged to increase in scale and incidence. The Board has recently been reorganised and will be looking to appoint a committee to oversee and monitor in a structured way the key risks as they evolve and processes to be put in place to monitor and mitigate the issues that will arise.

In terms of quantifying risks the Company will assess each risk based on the potential cost/benefit to the Company. The cost is based judgementally on the estimated impact, for example closure of the mine or benefits from cost savings that may be made from introducing new working practices or equipment. The transitional risks together with the physical factors such as those noted below are deemed as more important in the assessment process. The risks and opportunities are assessed at board level as part of the overall strategy for the Company.

For the risks and opportunities identified below it is uncertain as to the exact financial effect or the time scale in relation to various risk factors identified, but they are currently determined as a medium terms risk being in excess of 3 years.

The Group will target to reduce the energy intensity of its own operations over time, but has not so far set any targets in relation to the reduction in emissions at present. As part of its normal commercial operations it does monitor diesel/energy usage and will look to introduce a more comprehensive set of sustainability metrics across areas such as:

The Company is in the process of refining the data already being collected from production in order to prepare the necessary reports going forward in order to provide metrics and monitor progress towards its climate related targets.

Due to the historic challenges as a result of the lack of information available, as more fully explained note 26, the Company did not have in place the necessary sytems and procedures to gather sufficient relevant and reliable information in order to comply with the requirements in relation to the reporting of Greenhouse gas (GHG) emissions.

The Company is in the process of putting procedures in place in order to comply with the Streamlined Energy and Carbon Reporting (SECR) regulations. The relevant disclosures will be included in the 2027 Annual Report.

Statement by the directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006.

Section 172 (1) of the Companies Act obliges the directors to promote the success of the Company for the benefit of the Company's members as a whole.

The Act requires that the directors act in good faith when promoting the success of the Company and in doing so, have regard (amongst other things) to:

The success of the Company is dependent on the success of its Group, including its operating subsidiaries. Accordingly, where appropriate, the description in this section relates to the Group as a whole.

The Board of Directors is collectively responsible for formulating the Company's strategy, which is to become a multi-project producer and developer of the critical mineral, natural flake graphite.

Key decisions taken by the directors during the year to 31 March 2026, with regard to the matters set out in section 172(1) and the significant outcomes achieved in that regard, included:

The Board took steps in 2025/26 to provide credible and transparent external communications for stakeholders to keep them informed as to the status of the ongoing operational turnround and progress of production ramp-up at Vatomina.

The Group's employees have continued to serve the Group well with determination and commitment through the difficult times covered by this Report. With new management, restructured finances and brighter prospects, the Board expects to be able to develop a much healthier relationship with employees, and to reward them fairly as key enablers of the Group's future plans and success. The Board is committed to implementing effective health and safety policies and practices.

The Group engages with the communities local to its operations with the goal of improving the quality of life and opportunities for local people. A dedicated ongoing programme for community development is in place.

The Group continues to engage with other stakeholders, including but not limited to prospective customers, suppliers, and service providers in implementation of its business plan developing long term relationships.

During the period, the Company worked closely with the relevant Madagascar and Mozambique government Ministries and departments to ensure mutually beneficial relationships with its partners and host nations.

The Company intends to undertake extensive stakeholder engagement and commitment in relation to our corporate and social responsibilities placing an emphasis on communities in the vicinity of our operations.

In doing so it performs various activities for sustainably improving the quality of life of the communities it operates in. These measures include activities in the fields of infrastructure development and providing access roads, facilitating drinking water facilities and development, health services, promoting sports and education. For example, the Group has a health centre at both of its Madagascar projects, has built a new school building at Sahamamy, and built an extensive road network among others which significantly enhanced accessibility to new agricultural areas.

The Group manages erosion as a result of its operations including the principal affected areas which are: downstream of the PCUs and operating zones; dams and settling basins. the dam basin of the treatment plant; the discharge canal bank. The measures taken against these erosions involve the digging of diversion trenches combined with biological protection measures: grass cover; protection by phasing in big bag and bamboo reinforcement; bamboo protection; plant cover by the Tsimialamaina species; installation of fascines following contour lines; and extensive tree planting in all worked out areas.

Whilst the Company does not have a specific human rights policy, it does have policies such as Equal Opportunities and an Anti-bribery policy that adhere to internationally proclaimed human rights principles. These are communicated to staff when the join the organisation, and are monitored at a local level with any issues reported to the Board.

The Company has an equality and diversity policy and has communicated it to its employees in a formal manner after consultation. It is fully supported by senior management and employee representatives. The policy is monitored and reviewed annually to ensure that equality and diversity is continually promoted in the workplace.

The aim is to ensure that all employees and job applicants are given equal opportunity and that our organisation is representative of all sections of society. Each employee will be respected and valued and able to give their best as a result. This policy reinforces our commitment to providing equality and fairness to all in our employment and not provide less favourable facilities or treatment on the grounds of age, disability, gender, marriage and civil partnership, pregnancy and maternity, race, ethnic origin, colour, nationality, national origin, religion or belief, and sexual orientation.

The Company is opposed to all forms of unlawful and unfair discrimination. All employees, no matter whether they are part-time, full-time, or temporary, will be treated fairly and with respect. The Company will enforce current work practice and work within the spirit of the law. When selecting candidates for employment, promotion, training, or any other benefit, it will be on the basis of their aptitude and ability.

The Company is continuing to develop its policies on diversity, it sees this as an important aspect in the continuing development of the Company and will devote more time and resources to this once the business model and trading in the Company is more firmly established. It is currently in a state of transition and is reorganising a number of aspects of the Company, including its management structure.

At present there are no women in senior management positions as heads of department (2025: nil), male heads of department excluding Directors in 2026 were 8 (2025:8).

The Company has considered its requirements in accordance with DTR 4.3, and the Extractive Industries Transparency Initiative of which the UK, Madagascar and Mozambique are implementing countries, and can confirm that no reporting of payments to government is required as it falls below the exemption limit for disclosure.

This Strategic Report was approved by the Board of Directors on 30 July 2026 and signed on its behalf by:

The Governance Code which the Company has adopted as its model to apply is the Quoted Companies Alliance (“QCA”) Code (2023), which is considered most appropriate for a growth-oriented, smaller listed company and is widely adopted by similar companies. As the Company's LSE listing is in the Equity Shares (transition) category (formerly a standard category listing), it is not currently required to comply with the Financial Reporting Council's UK Corporate Governance Code. The QCA Code requires either compliance with the 10 Principles of the Code or, where a company chooses not to apply, or is unable to apply, a particular Principle (or Principles) it must provide an explanation for not doing so based on its individual circumstances.

A commentary of the application of the ten Principles of the QCA Code (2023) is provided below. Principles 1 to 5 relate to delivering growth, Principles 6 to 9 are about maintaining a dynamic management environment, while Principle 10 concerns building trust.

Principle One: Establish a purpose, strategy and business model which promotes long-term value for shareholders

The Company is engaged in developing an international flake graphite primary mining and processing business. Our purpose is to efficiently make available to world markets a diversified source of a key mineral for economic development, safely and without harm to the environment and local communities. The Board considers that the strategy and model is focused and aligned with the market dynamics of the critical mineral, flake graphite, and that the developing demand for graphite, including as part of the global transition to low carbon energy, provides significant scope for long term value growth for shareholders. The strategy is more fully explained in the Strategic Report.

Principle Two: Promote a corporate culture that is based on ethical values and behaviours

The Board aligns with the QCA view that good corporate governance is fundamentally about culture, rather than procedure and, therefore, about leadership and example.

The Board seeks to maintain the highest standards of integrity in the conduct of the Group's operations. The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group's health and safety policies and procedures encompass all aspects of the Group's day-to-day operations.

The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with.

Principle Three: Seek to understand and meet shareholder needs and expectations

The Company has continued to regularly inform shareholders of its progress through RNS announcements and presentations and reports. The Company's investor relations function also answers shareholder questions via emails sent to the Company and responds to prospective investors directly and through its advisors and social media. The Company maintains a dedicated email address for any shareholders to connect to the Company. The Chairman and executive leadership members have held both one-to-one meetings with major shareholders and group meetings through video conferencing platforms, providing presentations on the Group's activities, with question and answer sessions. Board members have frequently joined the management team members on such events and aim to attend annual general meetings for first-hand interaction with shareholders.

During 2025/26, active engagement with shareholders took place via conversations at General Meetings, presentations and individual meetings, to hear feedback and answer questions relating to the turnaround and restructuring of the Company. With significant shareholders holding over 10% of the issued share capital and who have board and/or executive representation in the Company, the Company seeks to have relationship agreements in place to govern engagement and ensure the Company operates effectively and in the interests of all shareholders.

Principle Four: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Group is focussed on developing extensive support for its customers and prospective customers by building sustainable relationships and providing reliable security of supply, meeting expectations and evolving its operations as needed. The Group also looks to build and maintain deep engagement with customer leaderships. The extensive engagement is visible in the successful outcomes of business development efforts with the Group receiving inbound interest and regular orders from its current buyers.

The Group formulated a community outreach programme for its local community in Madagascar and has extensively engaged with the local community, understanding their needs, and formulating programmes for sustainably improving the quality of their lives. Extensive support has been provided for health, education, vocational training and skill development and infrastructure access, resulting in a community licence for development of its projects and gaining support from the community. It also has extensively engaged with the local and regional Governments and with Governmental authorities providing extensive information on its activities.

The Group aims to build on its experience in Madagascar at its acquired Mozambique projects and commence community outreach initiatives with local stakeholders as work begins there.

Principle Five: Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation

The evaluation, mitigation and management of risks is a high priority activity of the Board and executive management at this advanced stage of the operational and corporate turnaround. The Board and management will collectively work to consider potential risks and mitigate any of their potential impacts. Ongoing reviews of the in-depth and extensive exercise of risk mapping undertaken will be a standing agenda item for the Audit Committee and Board.

In order to manage risk the Board will use specialists and consultants as necessary, hold regular meetings with bankers, suppliers and government officials, delegating authority as required to sub-committees. Using the information received and taking into account longer term aims and markets assessments, it will take a strategic long term view to balance the risks and rewards in pursuing its goals.

Principle Six: Establish and maintain the board as a well-functioning, balanced team led by the Chair

The Directors who served in the year and those recently appointed are disclosed below. The Company intends to add additional members to the Board in independent non-executive capacities where feasible.

We intend to retain a Board that can support and oversee the Executive leadership of the Company and be engaged in formulating high level strategy in collaboration with the Executive team, while reviewing the performance of the Executive in delivering strategy. The Board will have a minimum of four formal meetings every year, supplemented by ad hoc meetings and calls as developments require.

During the year eighteen meetings of the Board were held and appropriate decisions taken. A detailed note of the attendance at meetings of the Board is provided on page 28.

Short biographies of the Board members are available at https://totalgraphite.com/about-us/#ourteam describing their relevant experience and the skills they bring to Board deliberations. Considering the contributions of individual Board members, as at the year-end, who are all Non-Executive Directors:

The current director who is considered independent is Andrew Wright. The Board has considered, when structuring the directors roles and duties, the number of directors required, and in particular agreed time commitments on an individual basis as noted in their service agreements.

The Directors are encouraged to attend relevant courses and Company specific seminars as appropriate as part of their time commitment. The management structure is going through transition, once this is finalised it is the intention of the Board to conduct annual reviews and appraisals of the Board members.

Mark Rollins was the Chairman and held an executive role, focused on Board and corporate financial matters, immediately following the change in Board composition in early 2025 and then from April 2026 reverted to a non-executive position, resigning on 3 June 2026, as the Company plans progressed and a new CFO was appointed.

Christian St.John-Dennis is the current chairman, who took over from Mark Rollins.

The Board has not, so far, considered it helpful to appoint a Senior Independent Director but will review whether that would be appropriate going forward.

Principle Seven: Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities

The existing Board includes a strong mix of governance, mining operations, commercial and financial skill sets, the expertise and experience include:

Going forward the Board is looking to strengthen diversify and expand its skill sets by recruitment of a new Non Executive Director, that it considers necessary for the current conduct and evaluation of the Company's business, including operational mining & technical non-executive director expertise. The Board will also have access to suitable financial and legal advice where necessary.

Principle Eight: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Remuneration Committee and the Board reviewed the performance of the Directors working beyond their scope to support the turnaround during 2025/26, and the Board approved issuance of warrants in recognition of the work completed over the period. These were announced in May 2026 as noted in the post balance sheet events note 29. In future, the evaluation of performance of any Executive Board members will be undertaken on an ongoing basis by the Remuneration Committee and recorded as appropriate, with regular feedback provided to the executives.

Principle Nine: Establish a remuneration policy which is supportive of long-term value creation and the Company's purpose, strategy and culture

It is the Board's responsibility to establish an effective remuneration policy which is aligned with the Company's purpose, strategy and culture, as well as its stage of development. Please refer to the Remuneration Report for a fuller description of remuneration policies and structure. The annual remuneration report will be put to an advisory shareholder vote.

Principle Ten: Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Continued and effective communication with shareholders and stakeholders remains a high priority, and the Board aims to ensure that all future communications concerning the Group's activities are clear, fair, and accurate. Full details of how the Company maintains a dialogue with shareholders and other stakeholders is set out under Principle Three above.

The directors meet regularly and are responsible for formulating, reviewing, and approving the Group's strategy, budgets, performance, major capital expenditure, financing and corporate actions, both in formal Board meetings and otherwise to ensure development of the Company's business.

All directors have access to advice from independent professionals at the Company's and Group's expense. Training is available for new and existing directors as necessary.

The directors' attendance at board meetings during the year were as follows:

In addition to the members on the Board, invitees to meetings of the Board included, as appropriate, advisors and executive management of the Company.

The Company has implemented new accounting systems and reviewed and updated its internal controls over the course of 2025 and 2026. In the prior period it was reliant on a third party provider. The Company now has control of its own accounts systems, emails and domain throughout the year ended 31 March 2026.

The Audit Committee comprised Mark Rollins (Chair),who resigned on 3 June 2026 and Christian St. John-Dennis, with the CEO and CFO attending by invitation. The Board recognises that the membership of the Committees is not fully compliant with best practice, and in particular that the members are not currently all independent non executive directors and some may lack appropriate financial background suitable for an Audit Committee. The Board plans to address this going forward.

The Remuneration and Nominations Committee has been re-established with Christian St. John-Dennis (Chair), James Nieuwenhuys and Mark Rollins (resigned on 3 June 2026).

A Remuneration and Nominations Committee has been established to review the performance of the Board and executive team on matters relating to their remuneration, bonus and their terms of service. The Committee will also make recommendations to the Board on granting of share warrants or other equity-based incentives to the Board and senior management from time to time.

This Committee will provide guidance on remuneration packages to attract, retain and motivate the leadership management team of the Company and the Group. It will have access to independent advice from the Company's advisors on all aspects of remuneration and benefits and terms of service of the Company's Board and executive management team.

The role of nomination is also currently within the terms of reference of the Committee, including making recommendations to the Board on candidates for appointment as directors. The Committee met regularly during the year.

The terms of reference of the Audit Committee include the following requirements:

No internal audit function has existed to date due to the small size of the Group.

Christian St. John-Dennis is currently the only member of the Committee as Mark Rollins, who was on the committee during the year, resigned on 3 June 2026. The Company is in the process of reviewing the composition of the various committees.

In July 2025 a meeting was convened and the Committee recommended to the Board the appointment of Moore Kingston Smith LLP as the new Group auditor for the year ended 31 March 2025.

The Audit Committee also met in March 2026 to consider the financial statements and annual report for the years ended 31 March 2024 and 2025. The Audit Committee subsequently met with the auditors in May 2026 to discuss the planning of the audit for the year ended 31 March 2026, and in July 2026 in relation to this audit.

The external auditors are normally invited to attend meetings of the Audit Committee for most agenda items.

This Governance Report was approved by the Board of Directors and signed on its behalf by:

The Directors present their report below and the audited annual financial statements for the year ended 31 March 2026. A copy of the Annual Report may be obtained by shareholders by emailing or writing to the Company Secretary. It is also available to read and download from www.totalgraphite.com.

Certain matters relevant to the disclosures to be contained in the Directors Report are within the Strategic Report section of the Annual Report as referenced within the Directors Report. These include the business and financial review, consideration of the likely future developments of the Group, review of principal risks and uncertainties, Section 172 Statement, the Company's non-financial and sustainability statement and, information on financial instruments. Information in relation to corporate governance is provided in the Corporate Governance Report.

The Company was incorporated in England and Wales on 26 April 2017 as a public company. The Company's ordinary shares are listed in the equity shares transition category under the UK listing rules and admitted to trading on the London Stock Exchange Main Market. The listing of the Company's shares resumed on 24 March 2026 after a period of suspension following delayed publication of annual accounts for the years ended 31 March 2024 and 31 March 2025.

The Consolidated Statement of Comprehensive Income of the Group is set out on page 46. The business and financial review of the results of the Group for the year ended 31 March 2026 is provided on pages 4-14.

Details of the issued share capital, together with details of the movements in the Company's issued share capital during the year are shown in note 23 to the financial statements.

As at 31 March 2026, the Company had issued 762,447,924 ordinary shares of £0.01 nominal value. As at the date of this report, the Company had issued 768,406,787 ordinary shares of £0.01 nominal value each and 138,561,420 deferred shares of £0.015 nominal value each. Each ordinary share carries the right to vote at general meetings of the Company, dividends and capital distribution (including on winding up rights but do not confer any rights of redemption. The deferred shares carry no voting rights or dividend rights and are effectively have no value.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights. No person has any special rights of control over the Company's share capital and all issued shares are fully paid. The Company is a DTR5 Issuer and reports major shareholdings to the market in accordance with DTR 5.1.2R.

See note 23 to the financial statements regarding changes in share capital and the sub-division of the share capital into new ordinary shares of 1.0 pence par value and deferred shares of 1.5 pence par value during the year.

Subject to the provisions of company law and the pre-emption rights described below, the directors are generally authorised to allot shares in the Company as they think fit (including the grant of options over and warrants in respect of shares).

The Company shall not allot any shares unless they are first offered to members (on the same or more favourable terms as the proposed allotment) in proportion to their existing shareholdings. These pre-emption rights shall not apply where shares are paid for otherwise than in cash (including a share-for-share exchange) or if they are allotted or issued pursuant to an employee share scheme. Notwithstanding these pre-emption rights, the directors may be given by special resolution (passed by a majority of not less than 75% of the members who vote at a general meeting) the power to allot shares either generally or specifically so that the pre-emption provisions do not apply or apply with such modifications as the directors may determine.

Details of financial instruments are provided in note 25 to the financial statements.

Details of options held by Directors during the year are provided below, under Directors' interests.

The Company had obligations arising from the financing transactions completed during the year ended 31 March 2026 to issue warrants to advisors amounting to 20,483.333 in connection with the various fundraises completed during the year. This obligation was satisfied by the issue of warrants on 13 May 2026 as detailed in note 29.

In addition to the above of the 817,757 warrants at the start of the year which had not been issued, 777,757 warrants expired, leaving as at 31 March 2026 an outstanding right created in August 2024 to 40,000 warrants to be granted, with an exercise price of 3.75 pence per share and an expiry date of August 2027. This obligation was satisfied by the issue of warrants on 13 May 2026 as detailed in note 29.

The directors who served during the year ended 31 March 2026 and to the date of this report were as follows:

*Mr Mark Rollins was appointed Executive Chairman on 29 December 2024. Mr Mark Rollins's role as Chairman transitioned to a Non-Executive capacity on 1 April 2026.

**Mr James Nieuwenhuys was appointed Non-Executive Director on 11 December 2024, and subsequently appointed as CEO on 18 February 2025 before reverting and continuing as Non-Executive Director from 1 October 2025.

*** Mr Thomas Hill was appointed as CFO from 1 April 2026, and became Finance Director on 3 June 2026.

Biographical details of the current Directors are available on the Company's website: https://totalgraphite.com/about-us/#ourteam. All Directors are subject to re-election/re-appointment at the first AGM after appointment and subsequently every three years.

The interests of the directors in the shares of the Company as at 31 March 2026 and of the directors of the Company as at the date of this report, were as follows:

* The percentage is based on the enlarged share capital of 768,406,787 shares see note 29.

Convertible Loan Notes (“CLN”) of the Company held by current Directors and those who held office during the year to 31 March 2026 are as follows:

The related party transactions are disclosed in note 18 ,which shows transactions with Company and the Directors and their related parties.

The Company's Articles of Association (the ‘Articles') give the Board the power to appoint directors but require directors to retire and submit themselves for election by shareholders at the first AGM following their appointment.

The Board of Directors may exercise all the powers of the Company subject to the provisions of relevant statutes, the Company's Memorandum of Association and the Articles. The Articles, for instance, contain specific provisions and restrictions regarding the Company's power to borrow money. Powers relating to the issuing and buying back of shares are also included in the Articles and such authorities shall be renewed by shareholders each year at the AGM. The Articles of Association are available on the Company's website and Companies House.

The Corporate and Social Responsibility performance of the Company is detailed on page 24.

The Company is registered as a public limited company and members liability is limited to the extent of their respective subscription to shares.

Details of the Directors' remuneration are provided in the Remuneration Report on page 38.

As at 31 March 2026 as disclosed in note 23, the Company had in issue 762, 447,924 ordinary shares and at the date of this report as disclosed in note 29, 768,406,787 ordinary shares. The Company has been advised of the following interests in 3% or more of its issued share capital:

The Company's Directors and Group employees and service providers are located throughout the regions the Group has a footprint, including the UK, India, Madagascar and Mozambique. The Group engages local citizens from Madagascar and Mozambique in its operations and is committed to development of skillsets of not only its Malagasy and Mozambican employees, but also the community around it. The management and workforce of the Group comprise a mix of gender and nationalities. The Board is satisfied that the Company gives due regard to cultural and gender diversity and in the event of additions to its own membership or the membership of the senior management team will consider diversity and inclusion as a relevant factor.

The local management have regular meetings with employees at each location and feedback any suggestions and concerns to the board to action as appropriate. The management see this as very important as a large number of employees are drawn from the local communities near the project sites. Once the financial situation of the Company improves the management will review salary and incentive structures generally for the Company employees.

In respect of employment and diversity as at 31 March 2026, the Company reports the following:

The Secretary is MSP Corporate Services Limited, whose address is given at the front of the Annual Report.

The Company maintains insurance to cover its directors and officers against the cost of defending themselves against civil legal proceedings taken against them. To the extent permitted by law the Company also indemnifies its directors and officers. Neither protection applies in the event of fraud or dishonesty. No insurance claims were made under the policy in the year to 31 March 2026.

Information on the Directors' Section 172 statement is given on pages 22 and 23.

The Company will notify details for an Annual General Meeting to be held to consider and vote on resolutions including:

The Directors consider that all these resolutions are in the best interests of the Company and accordingly will be voting in favour of them and recommend shareholders to do likewise.

The Company advises the number of disabled persons employed in the Company was nil during the year to 31 March 2026 (2025: nil).

The Group is committed to providing a safe working environment for all employees and contractors. Group policies are reviewed on a regular basis to ensure that policies regarding training, risk assessment, safe working and accident management are appropriate. Tool box safety discussions are held at the start of all shifts by the shift supervisor, to briefly remind the employees of the dangers present in the mine and plants. There are designated officers responsible for health and safety and all incidents, including near-miss accidents are reported at appropriate board or executive team meetings and personal protection equipment provided to employees at operational projects.

For the 2026 financial year there were zero lost time injuries hence the LTIFR (Lost Time Injury Frequency Rate) is zero.

The Group maintains a health centre at both its Madagascar projects and is well connected to health infrastructure in the location of its operations.

The Group records and tracks trends for any and all Lost Time Incidents (“LTIs”). Recordable injuries and incidents resulting in lost time at the Group's operations were nil during the period under report. A zero tolerance level has been set for any safety infringement and regular inspections are undertaken by management to encourage adherence to all safety protocols.

During 2026 the management has continued its ongoing review of general health and safety practices with a view to upgrading existing systems and equipment in line with the highest industry standards. The Company plans to roll out a behaviour based safety programme, with the objective of creating positive attitudes to safety in the near term.

In July 2025, the previous auditor, Johnsons Chartered Accountants ('Johnsons'), resigned to facilitate the Board's decision to appoint a new auditor. Johnsons provided notice that there were no matters in connection with their resignation requiring to be brought to the attention of members or creditors of the Company. The Board appointed Moore Kingston Smith LLP (“MKS”) as Auditor of the Company to fill the vacancy thus arising. A resolution to confirm the re-appointment of MKS as Auditor of the Company was proposed and passed at the Company's General Meeting held on 5 June 2026.

Details of subsequent events are set out in Note 29 to the financial statements.

In April 2026, the Company appointed Thomas Hill as a new CFO, subsequent to this on 3 June 2026 he was appointed as an Excecutive Director to continue in that role. Mark Rollins transitioned into a non-executive role as Chairman and resigned together with Michael Lynch-Bell on 3 June 2026, with Christian St. John -Dennis taking over the role as Chairman.

The Company was renamed Total Graphite Plc on 24 April 2026 to reflect the next step of its development. Directors and key management figures were issued with warrants for the roles in the restructuring over 2025, and options were issued to employees to provide incentives and align them with shareholder interests, all exercisable subject to share price performance and tenure terms. The full details of the issue of warrants and options to directors and employees can be found in Note 24.

Operations were confirmed as restarted at Vatomina in April 2026. Further optimisation work was carried out in the first few months since the end of March 2026, with additional power generation capability now available on site, tailings and water storage work completed, and a mine planning drilling campaign commenced to support extension of the life of mine and grade control.

The Company announced its intention to commission updates to the feasibility studies for the Montepuez graphite project in Mozambique, for an Anode facility to be located in the United States, and the Bahama Central Project which had been produced in 2017.

The Company's and Group's standard terms of payment for suppliers target payment to be made within 30 to 60 days from the receipt of a valid and approved invoice, provided that the goods or services have been supplied in accordance with the agreed contractual terms. The Group seeks to agree any variations to these standard terms with suppliers on a case-by-case basis.

The Director's consider that the actual payment statistics and time scales to pay suppliers do not add any meaningful information as the operations of the Company were not in accordance with its normal business practices due the suspension of its shares and closure of operations.

The financial statements are prepared on a going concern basis of accounting, which the Board considers reasonable taking account of key factors and uncertainties described in this report. However the Directors acknowledge that the circumstances as detailed below indicates a material uncertainty that may cast significant doubt on the Company's and Group's ability to continue as a going concern.. The Directors have prepared cash flow projections for the period to 31 October 2027 which show that the Company and the Group can continue to meet their ongoing liabilities as they fall due. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The financial position of the Group and the Company at 31 March 2026, their cash flows and liquidity positions are disclosed in the financial statements. As at 31 March 2026, the Group had available cash of £0.28 million. As at 24 July 2026 the Group had an available cash balance of £1m.

The Group reported a loss after tax for the year ended 31 March 2026 of £5.9m (2025: £5.9m). The expected evolution of the business and significant post year end events are described in this Annual Report including within the Strategic Report. In addition, the Annual Report discloses the Group's objectives, policies and processes for managing its business and capital, its financial risk management objectives; details of its financial instruments; and its exposure to liquidity risk.

Through the last few years, the Group experienced extended periods of financial distress during which production and therefore revenues were intermittent and the Group continued to be late in settling various liabilities to creditors. During the year new financing was raised, with amendments agreed to the maturity and terms of existing financing and payment plans agreed with a number of creditors, which stabilised the Company and Group. The Company's strategy and plans as set out in this Annual Report will require additional funds to be raised. The Company is in advanced discussions with a number of potential counterparties in order to raise the necessary funds to progress its plans. However there remains a risk that the Company may not be able to raise the required funds in the time required.

The Board also recognises that the amended final maturity date of the 2022 Convertible Loan Notes, of £1.92 million plus accrued interest, falls due on 31 March 2027, which will require redemption in cash unless noteholders have served notice to convert their holding to ordinary shares of the Company prior to that date. To the extent that conversion has not been elected by the noteholders, and redemption in cash at final maturity by the Company is required, the Directors may seek to re-finance such outstanding notes or, if only required in part, redeem out of forecast available cash resources. The Directors consider that re-financing that amount, to the extent required after conversion elections made, would be reasonable to assume, noting that the Company has a strong track record in raising funds.

Should the Company not be able to raise the required funding and/or make alternative arrangements with the relevant providers of finance it would likely become insolvent. Overall, taking into account all relevant factors, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the Directors continue to adopt the going concern basis in preparing the financial statements.

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Moore Kingston Smith LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

This report was approved by the Board of Directors on 30 July 2026 and signed on its behalf by:

This section constitutes a Remuneration Report and sets out the Group's principles and policies on the remuneration of directors and senior executives, together with details of directors' remuneration packages for the financial year ended 31 March 2026. There are currently two members on the committee C St. John-Dennis (chair) and J Nieuwenhuys. M Rollins, who was on the committee in the year, resigned on 3 June 2026.

The Company's Remuneration and Nominations Committee (the “Committee”) is responsible for overseeing policy on compensation and reward and for fixing the remuneration of the directors and senior executives. Further details on the Remuneration and Nominations Committee are contained in the Corporate Governance Report. The Committee was re-established in early 2025 as a Remuneration and Nominations Committee and has since met several times during the year to consider and approve this Report. Prior to that, its function had been exercised by the full Board as the previous Committee had not met for some time.

In accordance with the QCA Code 2023, this Remuneration Report will be put to an advisory shareholder vote at the Company's next annual general meeting.

The principles and policies guiding the remuneration and benefits for the Directors include:

Recently, the Committee has had a particular focus on supporting the turnaround strategy of the Company and Group and has, therefore, been focused especially on recruitment, retention and incentivisation of the key people to achieve that turnaround.

Elements of remuneration and benefits for the Directors and senior management for the year ended 31 March 2026 comprised:

Following the end of FY2026, the Board, through the Remuneration and Nominations Committee, considered the design and implementation of a new, equity-based long-term incentive scheme to align executive and senior staff compensation with creation of shareholder value, act as a retention and incentivisation tool for key executives.

In April 2026, the Company announced the proposed issue of Restructuring Warrants to Directors and key senior management for their roles in the restructuring of the Company that started in early 2025, and the issue of share options for senior management. See Note 29 for the full details.

Remuneration of directors who served in the year ended 31 March 2026 was as detailed in the table below, which all comprises fixed elements of pay. Details of the respective dates of service of each individual to which these amounts relate are provided in the Directors' Report.

* Adjustment in relation to share valuation relates to, an issue of ordinary shares to two directors made on 5 January 2025 in settlement of part of their 2024/25 remuneration, comprising 7,586,450 shares to Mr S. Poddar and 1,466,660 shares to Mr M. Lynch-Bell. Mr Poddar accepted this share award in deemed satisfaction of £290,548 out of 2024/25 remuneration and £88,875 out of prior year arrears. Mr Lynch-Bell accepted his share award in deemed satisfaction of £73,333 out of 2024/25 remuneration. For the purpose of the table above, remuneration receivable in respect of these awards is adjusted to reflect the value of shares received, using a value per share awarded of £0.244 per Ordinary Share, being the price at which shares are required to be issued under the convertible notes issued coterminously (£0.375 per share) with appropriate discount for factors including coupon payable on the notes and non trading status of the shares at the time.

No bonuses or variable pay have been awarded to Directors in respect of the year ended 31 March 2026 (2025: nil).

Certain directors and senior executives had part of their entitlement deferred pending an improvement in the Company's financial position. In aggregate, the amount owing to Directors in respect of unpaid remuneration for 2026 and prior periods as at 31 March 2026 was £254,416 (2025: £84,222). Amounts due to former directors and senior management unpaid at the year end amounts to £434,341 (2025: £239,276), excluding amounts claimed as disclosed in note 26.

No share-based payments were awarded to the Directors during the years ended 31 March 2026. In 2025 there were no share based awards other than those settled in ordinary shares as shown in the table above. There were no changes made to previous awards, accordingly, there was no charge recorded for share-based payments.

As explained in Note 26 to the financial statements, the Company received correspondence in late 2025 claiming sums totalling £0.924 million plus interest in respect of alleged monies due in respect of unpaid directors' fees, remuneration and compensation on termination in respect of former directors Mr Shishir Poddar and amounts due up to her termination date for Ms Puruvi Poddar. The Company has not accepted those claims and has responded accordingly. The Company may also have counter claims.

No pension plan was in place for any director. Certain directors were paid additional amounts in lieu of pension contributions as also detailed above. During the year to 31 March 2026, the Company paid pension contributions to the UK Government NEST pension scheme in respect of an employee.

In respect of individual director service contracts and arrangements as at 31 March 2026:

Mr Mark Rollins had a service contract as Executive Chairman effective from 1 January 2025 with an interim annual base salary of £200,000, a bonus target of 50% of base linked to certain performance milestones to be set by the Remuneration and Nominations Committee and Board, 5% of salary in cash in lieu of pension, and a contribution towards health insurance. His base salary was reduced to £150,000 pa from July 2025. This was revised to £30,000 pa from 1 January 2026 as part of his transition to Non-Executive Chairman. Mr Rollins resigned as a director on 3 June 2026.

Mr Lynch-Bell served under a service contract as Non-Executive Chairman from 10 June 2024 to 31 December 2024 and Non-Executive Director from 1 January 2025 to 14 February 2025 with a fee of £132,000 pa. His contract was amended by agreement in early 2025 and he served as a non executive director with an interim base fee of £48,000 pa, reducing to £36,000 pa from 1 July 2025. Mr Lynch-Bell resigned as a director on 3 June 2026.

Mr James Nieuwenhuys had a service contract as CEO and director effective from his appointment as CEO effective from 3 January 2025 with an interim base salary of £200,000 pa, a bonus target of 50% of base linked to certain performance milestones to be set by the Remuneration and Nominations Committee and Board, 5% of salary as cash in lieu of pension, and a contribution towards health insurance. Mr Nieuwenhuys has a notice period of 6 months. His base salary reduced to £150,000 pa from 1 July 2025 and he became a non executive director in October 2025 when his salary reduced to £30,000 pa. Mr Nieuwnhuys currently has a notice period of one month.

Mr Christian St. John-Dennis had a service contract as Non-Executive Director with an interim base fee of £48,000 pa from appointment, reducing to £36,000 pa from 1 July 2025, plus £6,000 for serving as Chair of the Remuneration Committee. On 1 October 2025 Mr Dennis' fee was reduced to £30,000 pa. He currently has a notice period of one month.

See the 2025 remuneration section above regarding certain claims made for 2025 compensation and in respect of termination during 2025.

This Remuneration Report was approved by the Remuneration and Nominations Committee and by the Board on 30 July 2026 and signed on its behalf by:

Our group audit was scoped by obtaining an understanding of the group and the parent company and their environment, including the group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.

In order to address the audit risks identified during our planning procedures, the group audit engagement team performed a full scope audit of the financial statements of the Group and the Parent Company.

As at 31 March 2026 the Group had six components whose transactions and balances are included in the consolidated financial statements of which four components were assessed as being full scope.

For those components that presented a higher risk of material misstatement or contributed significantly to the overall Group's results or financial position, a full scope audit was conducted.

In addition to the Parent Company, Tirupati Madagascar Ventures Sarl, Establissements Rostaing Sarl and Suni Resources S.A. were assessed as being full scope. Tirupati Madagascar Ventures Sarl and Establissements Rostaing Sarl were audited by Moore Mauritius, and Suni Resources S.A. was audited by Moore Mozambique, both under the supervision and direction of the group audit engagement team.

For components requiring a full scope audit approach, we evaluated controls by performing walkthroughs over the financial reporting systems identified as part of our risk assessment, reviewed the financial statements production process and addressed critical accounting matters. We then undertook substantive testing on significant classes of transactions and material account balances.

We agreed with the Board and Audit Committee that we would report to them misstatements identified during the audit greater than 5% of overall materiality. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

We draw attention to note 2 to the financial statements on page 54, which describes the Directors' assessment of the going concern basis of preparation and the existence of a material uncertainty in relation to that assessment.

Our evaluation of the directors' assessment of the Group's and the Company's ability to continue to adopt the going concern basis of accounting included:

For the year ended 31 March 2026, the Group reported a loss after tax of £5.941 million and had available cash of £0.277 million at 31 March 2026.

The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. As disclosed in note 2, this assessment incorporates the Board's review of the cash flow forecasts to that date and assumes the successful conversion or refinancing of the 2022 convertible loan notes prior to their maturity date of 31 March 2027.

While the Directors consider that there is a reasonable expectation that the 2022 Convertible Loan Notes will be successfully converted or refinanced, a material uncertainty exists as to whether a successful conversion or refinancing, which is a matter which is outside the full control of the Directors, will occur. The cash flow forecasts also assume the raising of additional debt or equity financing in the short term in order for the Group and Company to meet their ongoing liabilities as they fall due. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's and the Company's ability to continue as a going concern.

Except for the possible effects of the matter referred to in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

We were re-appointed by the Board of Directors on 5 June 2026 to audit the financial statements for the year ended 31 March 2026. Our total uninterrupted period of engagement is two years, covering the year ended 31 March 2025 and the year ended 31 March 2026.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Group or the Parent Company and we remain independent of the Group and the Parent Company in conducting our audit.

Our audit opinion is consistent with the additional report to the Audit Committee.

Consolidated Income Statement and Statement of Comprehensive Income for the Year Ended 31 March 2026

The parent Company is claiming the exemption under the Companies Act 2006 s408 not to present it's individual income statement. The Company made a loss of £3,226,000 in the year (2025: loss of £3,010,000).

The notes on pages 78 to 120 form an integral part of these financial statements.

Consolidated Statement of Financial Position as at 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2026

** The increase in the share premuim account of £271,000, is as a result of £799,000 arising as a result of the share issue less £528,000 costs incurred in relation to the share issue and conversion of convertible loan notes.

The notes on pages 78 to 120 form an integral part of these financial statements.

Total Graphite Plc (the “Company”), formerly known as Tirupti Graphite Plc until the name was changed on 24 April 2026. The Company is incorporated in England and Wales under the Companies Act 2006 and is domiciled in England and Wales. The registered office address is Eastcastle House 27/28, Eastcastle Street, London, W1W 8DH, The Group's operations are based at the Vatomina mine at Savalaina in Madagascar, the Sahamamy mine in Madagascar, and the Montepuez Project and Balama Central Project in Mozambique.

The Company is a public company, limited by shares. The ordinary shares of the Company are admitted to the Equity Shares (Transition) Category of the Official List, under the UK Listing Rules and to trading on the main market of the London Stock Exchange (“LSE”). The principal activity of the Company are as a holding and management company providing marketing, trading of graphite and related products and support services for its subsidiaries (together, the “Group”). The principal activity of the subsidiaries is that of the operation and development of graphite mines in Madagascar and Mozambique.

The Consolidated Financial Statements are presented in pounds sterling (rounded to the nearest £1,000, for convenience), which is considered the currency of the primary economic environment in which the Company operates. The Group's income is denominated in US Dollars, however as the activities are predominantly at the development stage and the pound sterling is the main currency of the Group's financing, the functional currency this is deemed to be the functional currency.

These consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IAS) and in accordance with the requirements of the Companies Act 2006. The financial statements have been prepared on the historical cost basis. The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4. The principal accounting policies adopted are set out on the following pages.

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

Depreciation of these assets commences when the assets are ready for their intended use and is recognised so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method, on the following bases’

Mine developments assets, including infrastructure development, are recognised as a separate category. Depreciation of mine development costs will be on a unit of production basis once the mines are more fully developed, based on the proportion that current period production bears to reserves. However, pending full development and categorisation of reserves, mine development costs including infrastructure development costs are being depreciated on a straight-line basis at 10% per annum, which is expected to be a conservative basis for the time being.

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

All expenditure on the construction, installation or completion of facilities is capitalised and depreciated once the facility is being utilised. The assets capitalised relate to projects in Mozambique relating to graphite production facilities that are not currently being utilised and will be transferred to the appropriate asset class, once production commences.

An item of PP&E is de-recognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The notes on pages 78 to 120 form an integral part of these financial statements.

Notes to the Financial Statements for the Year Ended 31 March 2026 (continued)

The Group applies IFRS 9 “Financial Instruments” and has elected to apply the simplified approach method. The classification of financial assets depends on the nature of the assets and the purpose for which the assets were acquired. Financial assets are measured upon initial recognition at fair value plus transaction costs directly attributable to the acquisition of the financial assets. The financial assets are subsequently measured at amortised cost.