TIRUPATI GRAPHITE PLC

AGM Information • Aug 8, 2025

National Storage Mechanism | Additional information

RNS Number : 6457U

Tirupati Graphite PLC

08 August 2025

8 August 2025

Tirupati Graphite plc

('Tirupati' or the 'Company')

Annual General Meeting Result and Auditor appointment

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

AGM Results

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 Resolution number 6 contained in the Notice of the AGM relating to the re-appointment of the auditors was withdrawn by the Board. That Resolution was withdrawn before being voted on, as the existing auditor has resigned to facilitate the appointment of a new auditor, explained below. 

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

RESOLUTION	VOTES FOR	VOTES AGAINST	VOTES TOTAL	VOTES WITHHELD
1	46,521,877	23,311	46,545,188	28,423,536
2	74,661,027	285,164	74,946,191	22,533
3	46,512,566	28,433,625	74,946,191	22,533
4	46,502,784	28,442,454	74,945,238	23,486
5	47,970,507	26,974,731	74,945,238	23,486
7	47,932,717	24,535	47,957,252	27,011,472
8	46,481,954	28,434,923	74,916,877	51,847
9	46,471,206	28,445,671	74,916,877	51,847
10	46,471,206	28,445,671	74,916,877	51,847
11	46,418,470	28,493,588	74,912,058	56,666
12	46,364,722	28,548,826	74,913,548	55,176
13	46,263,488	28,600,142	74,863,630	105,094
14	46,428,675	28,505,339	74,934,014	34,710
15	46,422,124	28,494,819	74,916,943	51,781
16	46,411,375	28,505,568	74,916,943	51,781
17	46,463,841	28,449,207	74,913,048	55,676
18	46,357,511	28,555,537	74,913,048	55,676
19	46,354,511	28,558,537	74,913,048	55,676
20	46,354,511	28,558,537	74,913,048	55,676
21	46,459,862	28,479,422	74,939,284	29,440
22	46,511,118	28,430,149	74,941,267	27,457

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

Change of Auditor

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

ENDS

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

Tirupati Graphite Plc Mark Rollins - Executive Chairman Alastair Bath - Investor Relations	info@tirupati.co.uk IR@tirupati.co.uk +44 7356 057 265

About Tirupati Graphite Plc

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

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

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

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

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGUWOARVAUWRAR