213800WW4YWMVVZIJM90-2024-09-30-en.xhtml

REPORTS AND

CONSOLIDATED FINANCIAL STATEMENTS

30 September 2024

CONTENTS Page

Consolidated F

inancial

tatements

Management

Report

Chief Executive Officer and the

Chief Finance Officer

Responsibility Statement

Statement by the Members of the Board of Directors and Company

Officials

Independent Auditor’s Report

Consolidated

tatement of

Profit or L

oss and

ther

omprehensive

ncome

Consolidated

tatement of Financial Position

Consolidated S

tatement of Changes in Equity

Consolidated S

tatement of Cash Flows

Notes to the

Consolidated

Financial Statements

Separate

financial statements

Statement of

Profit or

oss and

ther

omprehensive

ncome

Statement of Financial Position

Statement of Changes in Equity 93

Statement of Cash Flows

Notes to the Financial Statements 95

Corporate Governance Report

121

MANAGEMENT REPORT

for the year ended 30 September 2024

The Board of Directors of Tharisa plc (‘the Company’ or ‘Tharisa’) presents to the Members its management report together with the audited consolidated

financial statements of the Company and its subsidiaries (together with the Company, ‘the Group’) and the separate financial statements of the Company

for the year ended 30 September 2024.

The Company is a Cypriot incorporated public company with a primary listing on the main board of the Johannesburg Stock Exchange, a secondary

standard listing on the main board of the London Stock Exchange and a secondary listing on the A2X Exchange in South Africa. The Group’s consolidated

financial statements and separate financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International

Accounting Standards Board, the Listings Requirements of the Johannesburg Stock Exchange and the requirements of the Cyprus Companies Law,

Cap. 113.

PRINCIPAL ACTIVITY

The principal activity of the Company is that of an investment holding company with controlling interests in platinum group metals (‘PGM’) and chrome

mining & processing and associated sales and logistics operations. The principal activity remains unchanged from the previous year. Its major investment

is its wholly-owned subsidiary, Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’). Tharisa Minerals owns and operates the Tharisa Mine, an open

pit PGM and chrome mine located in the Bushveld Complex of South Africa. In addition, the Company has a 76.22% shareholding in Karo Mining Holdings

plc (‘Karo Mining’) which has an indirect 85% interest in a development stage PGM asset, located on the Great Dyke in Zimbabwe.

OPERATIONAL REVIEW

Operational highlights

▪︎ Lost Time Injury Frequency Rate (‘LTIFR’) of 0.00 per 200 000-man hours worked

▪︎ Chrome production at 1 702.6 kt (FY2023: 1 580.1 kt)

o Average metallurgical grade chrome concentrate prices up 13.7% at US$299/t (FY2023: US$263/t)

▪︎ PGM production at 145.1 koz (FY2023: 144.7 koz)

o Average PGM basket price retreated by 28.1% with average prices received at US$1 362/oz (FY2023: US$1 893/oz)

▪︎ Group cash on hand of US$223.7 million (including restricted bank deposit) with debt of US$106.2 million, resulting in a net cash position of

US$117.5 million

▪︎ Production guidance for FY2025 is set between 140 koz and 160 koz PGMs (6E basis) and 1.65 Mt to 1.8 Mt of chrome concentrates

THARISA MINERALS

Tharisa Minerals is 100% owned by Tharisa and is uniquely positioned as a significant co-producer of PGMs and chrome concentrates. Tharisa Minerals’

core asset is the Tharisa Mine, situated on South Africa’s western limb of the Bushveld Complex and home to more than 70% of the world’s platinum and

chrome resources.

Tharisa Minerals mines and processes five MG chromitite layers. The mined reef is processed through innovative engineering at two independent

processing plants, extracting PGMs and chrome concentrates. This combined co-product output reduces unit costs and positions Tharisa Minerals in the

lower cost quartile of operating costs in South Africa for both PGMs and chrome concentrates. Tharisa Minerals’ low unit costs, operating flexibility and

multiple polymetallic products have ensured that it is well placed to manage commodity price and exchange rate volatility. Its dual revenue streams provide

a natural hedge against different commodity cycles with the products used in various applications.

The Tharisa Mine remains a world-class, long-life asset that underpins our business and will continue to provide a sustainable, low-cost platform for multiple

generations to come.

Mining operations

Tharisa Minerals holds a Mining Right over 5 475 ha of land near the town of Rustenburg in the North West province of South Africa. The Mining Right

was granted on 19 September 2008 for an initial period of 30 years, providing access to MG chromitite layers, which outcrop with a strike length of

approximately 5 km. The open pit is divided into the east, west and far west pits and extracts reef mainly from five MG chromitite layers.

Processing

Tharisa Minerals’ two independent processing plants are designed to treat the MG chromitite layers of the Bushveld Complex. The smaller volume Genesis

Plant was commissioned in August 2011, with the PGM circuit in December 2011. The larger-volume Voyager Plant was commissioned in December

2012. Both plants operate above nameplate capacity following various upgrades and milled 5.6 Mt (2023: 5.4 Mt). The plants have a similar process flow

that includes crushing and grinding, primary removal of chrome concentrate by spirals, followed by PGM flotation from the chrome tails and a second spiral

recovery of chrome from PGM tails.

Operating in parallel, the separate plants provide processing flexibility and production stability by allowing one plant to be shut down without hampering

the production of the other. The modular design of the processing circuits will enable sections of the plant to be stopped without affecting the rest of the

operation (i.e. a crushing circuit can be stopped independently of the milling, spiral and flotation circuits).

The PGMs in the MG ore mined by Tharisa Minerals occur in the silicates. They are not associated with chromite, thus enabling the process of extracting

chrome before PGMs without sacrificing PGM recovery. This lowers the chrome content in the PGM circuit, resulting in much lower chrome content in the

PGM concentrate compared to typical UG2 operations. Base metal content in the MGs is also significantly lower than in Merensky and UG2 ores, resulting

in a low matte pull during smelting, reducing base metal refining requirements.

MANAGEMENT REPORT

for the year ended 30 September 2024

Using off-the-shelf technology, the Genesis and Voyager processing plants are uniquely engineered to produce PGM and chrome concentrates. This

innovative approach to production has made Tharisa a world-class PGM and chrome concentrate co-producer.

A third high-volume plant, the Vulcan Plant, was commissioned in FY2021. The plant, which processes live tailings produced by the Voyager and Genesis

plants, ensures further beneficiation of the Company’s chrome production at the Tharisa Mine while reducing the unit output of carbon emissions.

The Vulcan Plant is the first large-scale plant to produce chrome concentrates from ultra-fines, consolidating Tharisa’s position as a key chrome producer.

The concept of Vulcan was developed entirely in-house by the research and development (R&D) team to extract the ultra-fine chrome from tailings.

Specialty chrome recovery circuits are integrated into the feed circuit of the Genesis Plant, known as the Challenger Plant. The Challenger Plant, owned

by fellow subsidiary Arxo Metals Proprietary Limited (‘Arxo Metals’), was commissioned in July 2013 and produces chemical and foundry-grade chrome

concentrates, significantly adding to the revenue diversification strategy of Tharisa.

Products

Average market prices

Year ended

Sep 202

Year ended

Sep 202

Year on year

movement %

Platinum

US$/oz

942

981

(3.9)

Palladium

US$/oz

002

594

(37.1)

Rhodium

US$/oz

467

992

(50.3)

42% metallurgical chrome concentrate

US$/t CIF China

299

263

13.6

PGM concentrate:

PGM concentrate is produced from both processing facilities. The concentrate produced from the Voyager Plant is of a higher grade than the concentrate

from the Genesis Plant due to the different chromitite reefs treated by the respective plants. The major component of the PGMs is platinum, followed by

palladium and rhodium, as measured by volume.

Metallurgical grade chrome concentrate

The typical metallurgical grade Tharisa produces is 40.0% to 42.0% chrome (as Cr

) with the silica (SiO

) lower than 5.0%.

Chemical-grade chrome concentrate

The typical chemical grade produced by Tharisa is 44.0% to 46.0% Cr

, with the SiO

lower than 1.0%. This is a higher-value chromite product than the

metallurgical grade chrome concentrate.

Foundry-grade chrome concentrate

The typical foundry grade produced by Tharisa is 45.0% to 46.0% Cr

, with the SiO

lower than 1.0%. The American Foundryman Society Grain Fineness

number (AFS number) is managed between 45 and 50. As with the chemical-grade chromite, this is a higher-value chrome concentrate than the

metallurgical-grade chrome concentrate.

ARXO METALS: research and beneficiation

Arxo Metals is the beneficiation, research and development arm of the Group. Arxo Metals conducts extensive research into technologies and downstream

beneficiation opportunities that can potentially improve yields and recoveries at the Tharisa Mine. Its core focus is creating increased value for PGM and

chrome products through expanding and optimising the Group’s processing operations. This is in line with Tharisa’s business philosophy and ethos focused

on maximising the economic value of the commodities it mines, and as such the Company beneficiates its chrome into various products. The production

of PGM alloys, and now chrome alloys, are vital cogs in creating the circularity the Company strives for when beneficiating its commodities.

Arxo Metals owns the Challenger Plant, which is integrated into Tharisa Minerals’ Genesis Plant. The Challenger Plant is dedicated to producing chemical-

grade and foundry-grade concentrates. Specialty-grade concentrates carry more stringent specifications and, therefore, fetch a higher selling price. Arxo

Metals has an offtake agreement to sell its concentrates to customers globally in the chemical and foundry industries. Arxo Metals produced 77.4 kt of

chemical-grade chrome concentrate (2023: 72.6 kt) and 9.9 kt of foundry-grade chrome concentrate (2023: 11.8 kt) in FY2024.

Arxo Metals operates a comprehensive beneficiation site near Brits, 40 km from the Tharisa Mine. Incorporated at the beneficiation sites is the company’s

1 MW DC furnace, owned by Tharisa Minerals, which produces PGM alloy and is continuing its research work into refining processes. In August 2024,

Arxo Metals successfully produced 40 t of chrome alloy from a unique and proprietary process developed by its research and development business.

Chrome alloy production has traditionally been produced by smelting chrome ore and producing ferrochrome, which is then remelted in furnaces and

alloyed to produce various chrome-containing alloys. The ferrochrome smelting process is electricity intensive. Arxo Metals’ process not only sees this

proprietary chrome alloy production requiring less power but, with the recent signing of a 15-year Power Purchase Agreement (PPA) of wheeled renewable

energy with Etana Energy Proprietary Limited (Etana), Arxo Metals believes that the drive for ‘greener’ chrome from mine to final alloy production, is

attainable.

MANAGEMENT REPORT

for the year ended 30 September 2024

Arxo Metals, which has successfully developed proprietary processes to produce specialty chrome (chemical and foundry grades at the Challenger Plant)

and for the recovery of fine chrome particles at the Vulcan Plant, with both plants in commercial production at the Tharisa Mine, has developed a proprietary

process to produce chrome alloy direct from smelting Tharisa-mined chrome. Using a pilot facility, it has proven the feasibility of the process. The first 40 t

of alloy produced using chrome from the Tharisa Mine were sold to a downstream customer producing chrome alloy products, and further contracts have

been fulfilled, with chrome alloy production continuing.

In the year under review, Arxo Metals made great strides in furthering its objectives of finding opportunities in the energy space. As such, the Arxo Metals

Renewable Energy Centre (AMREC) was established as an independent unit of Arxo Metals, focusing on energy storage solutions using our commodities,

including long-duration scalable storage solutions.

The Arxo team was instrumental in Tharisa entering into a long-term PPA for the procurement of wheeled renewable energy for the Tharisa Mine.

The 15-year agreement with Etana will see Etana provide up to 44% of the Tharisa Mine’s electricity energy demand via wheeled energy from wind and

solar farms in the Western Cape and Northern Cape using the existing electricity transmission grid. The wheeled energy is planned to come on stream in

2026. This transaction will enable the Tharisa Mine to manage its power costs better and benefit from the renewable energy certificates arising from the

transaction.

This wheeled energy will complement the Tharisa Mine’s 40 MW solar power plant being developed by TotalEnergies Renewables South Africa Proprietary

Limited and Chariot Transitional Power South Africa Proprietary Limited, which is designed to provide 30% of Tharisa Minerals energy needs. Notably, the

Etana PPA and the solar project will ensure that Tharisa Minerals’ drive to reduce its carbon footprint by 30% by 2030 is well within reach while

simultaneously guaranteeing predetermined power costs for a portion of power needs, with up to 76% of Tharisa Minerals’ energy needs being provided

by renewable energy from 2026 onwards under these agreements.

ARXO RESOURCES: trading

Arxo Resources Limited (‘Arxo Resources’), with a robust, established platform of global customers, including stainless steel and ferrochrome producers

and commodity traders, has the exclusive right to sell the metallurgical grade chrome concentrate produced by Tharisa Minerals to customers in China

and other international markets. The scale of Arxo Resources’ operations allows for direct access to market and price discovery. Its established contact

with customers also creates an excellent platform for additional sales of third-party products.

In FY2024, Arxo Resources sold 1.7 Mt (FY2023: 1.5 Mt) of metallurgical grade chrome concentrates, of which Tharisa Minerals produced 1.5 Mt.

ARXO LOGISTICS: Logistics provider to and from operations

Arxo Logistics Proprietary Limited (‘Arxo Logistics’) provides an integrated logistics platform that reduces the risk and costs of transporting concentrates.

It manages the road transportation of Tharisa Minerals’ PGM concentrates to Impala Platinum and Sibanye-Stillwater and the long-haul transportation of

chrome concentrates from the Tharisa Mine to international customers through bulk and container shipping. Due to inland logistical constraints on the rail

network, Arxo Logistics has expanded its footprint and operating ports to ensure greater flexibility and supply certainty for global customers. Arxo Logistics

now ships via Richards Bay Dry Bulk Terminal, Durban Port and the Maputo Harbour.

All material was delivered on time by Arxo Logistics. The logistics arm of the Group has the necessary road and rail transport capacity, warehousing

facilities and port facilities to manage Tharisa Minerals’ full production capacity. It also serves as a platform from which the Group can provide services to

additional third-party customers.

Arxo Logistics provided third-party logistics services during the year under review.

Arxo Logistics shipped a total of 1.7 Mt (FY2023: 1.5 Mt) of chrome concentrate, primarily to main ports in China, including third-party materials.

METQ

MetQ Proprietary Limited (‘MetQ’) is a South African-based company that specialises in manufacturing and distributing mineral processing equipment, with

a manufacturing facility based in Rosslyn, Pretoria, South Africa, becoming one of the market leaders in processes relying on particle sizing and gravity

concentration of various minerals. Tharisa acquired MetQ with effect from 1 October 2019.

MetQ developed and built its own polyurethane spraying equipment to spray solventless polyurethane as a wear-resistant coating. With this spraying

system, spirals could be manufactured to rival the best international offerings and bring enormous cost savings for the mining industry. MetQ has expanded

its spiral range to include custom-designed units to ensure maximum efficiency in gravity separation circuits that recover numerous minerals. Products like

hydrocyclones, hydrosizers and screening media were also developed and added to the range. Research and development are the keystones to MetQ’s

success and ensures future growth.

MetQ achieved ISO 9001:2015 certification during 2024.

MetQ supplies spirals to the Tharisa Group operations and other engineering equipment required by the Group while expanding its footprint to third-party

customers in multiple commodities.

MANAGEMENT REPORT

for the year ended 30 September 2024

MetQ products

• Hydrocyclones

• Spirals

• Hydrosizers

• Steel fabrication

• Screen media

• Other plant accessories

KARO MINING

Karo Platinum (Private) Limited (‘Karo Platinum’) is an open-pit PGM asset under construction, located on the Great Dyke in Zimbabwe.

Tharisa has a holding of 76.66% in Karo Mining. With a commitment to provide further equity capital, Tharisa will increase its shareholding in Karo Mining

to 80%. Karo Mining controls an indirect 85% of the shareholding of Karo Platinum, with the Republic of Zimbabwe (through Generation Minerals Private

Limited) holding the remaining 15% on a free-funded carry basis. Tharisa will have an effective 68% in the Karo Platinum Project following the fulfilment

of its capital commitments.

Zimbabwe has a long history of safe and successful mining. Karo Platinum is set to contribute significantly to GDP and provides a sustainable, long-life

integrated mining operation through Tharisa’s proven world-class development approach for projects such as Karo Platinum.

The mining lease area for the Karo Platinum Project covers an area of 23 903 ha. It is situated in the southern portion of the middle chamber of the Great

Dyke and is supported by good infrastructure, including tarred roads and power access in the project area.

The Great Dyke is a PGM-bearing geological feature that runs north to south. At approximately 550 km in length and up to 11 km wide, it is second to the

Bushveld Complex of South Africa’s PGM resource base.

The Karo Platinum Project area is located on both the eastern and western flanks of the Great Dyke, which hosts the Main Sulphide Zone (MSZ). There

is no outcrop as the mafic and ultramafic rocks weather easily to black cotton soil. The area is underlain by both the mafic and ultramafic sequences

dipping at 20° to the east on the western side of the Great Dyke and 32° to the west on the eastern side of the Great Dyke. The MSZ is estimated to be

approximately 700 m deep at the southern end of the tenement, up to 1 000 m deep in the centre and 600 m deep in the northern end of the tenement.

Community development

The Karo Platinum Project is a Tier 1 resource and a multi-generational asset. Construction at the Karo Platinum Project officially commenced on

7 December 2022. Development continues steadily, with value engineering, mining and process optimisation running parallel. The fiscal regime with the

Government of Zimbabwe necessary for a Tier 1 project is being finalised. However, this and current commodity market conditions are impacting the

funding workstreams and timeline for the delivery of this project. Accordingly, a measured decision was taken to slow the project timeline, continuing with

smaller work packages, aligned with funding availability. The Karo Platinum Project has progressed well despite the slowdown, and smaller work packages

have been completed on time and within budget.

Karo remains a world-class Tier 1 development project producing commodities required for the decarbonisation of the planet. While the delay in the timeline

is a setback, it needs to be viewed in the context of a multi-generational project with a massive upside to the resource once phase 1 has been completed.

SALENE CHROME

Salene Chrome (Private) Limited (‘Salene Chrome’) is a development stage, low-cost, open-pit asset located in the Great Dyke in Zimbabwe.

Salene Chrome was placed on care and maintenance following the introduction of a ban on exports of chrome concentrates by the Government of

Zimbabwe and the business case is pending a review.

REDOX ONE

Long-duration energy storage (LDES) is necessary as the world shifts towards renewable energy. Redox One Limited’s (‘Redox One’) iron-chromium

Redox Flow Batteries (Fe Cr RFBs) provide a safe, cost-effective and scalable solution that aligns with the growing needs of a decarbonised world. The

energy storage market is growing exponentially in value and is expected to reach US$3 trillion by 2040. Redox One leads this transformative industry,

powering progress for future generations.

Redox One is dedicated to pioneering a sustainable energy future by delivering safe, reliable, cost-effective, large-scale energy storage solutions to

industries, communities and nations. Redox One’s mission is to accelerate the clean energy transition with iron-chromium flow battery technology, resulting

in long-term solutions for the global energy crisis.

Redox One’s technology embodies sustainability. It is a crucial step towards a decarbonised world. According to the International Energy Association (IEA)

by 2030, the world is projected to grow intermittent renewables by 3X, reaching nearly 50% of the electricity generation capacity. To shift renewables

generation to periods of demand, there is a corresponding growing need for LDES systems that will enable the continued growth of intermittent renewables

such as wind and solar. These systems must be sustainable, be capable of growing to a very large commercial scale, have minimum restrictions on siting

and have multi-decade project lifetimes. Redox One’s solutions offer precisely that.

MANAGEMENT REPORT

for the year ended 30 September 2024

Partnerships are the cornerstone of progress. Redox One’s journey to revolutionise the global energy landscape would not be possible without the network

of partnerships it has forged.

Redox One will provides the Group with something invaluable: a consistent and uninterrupted supply of iron-chromium. This will ensure that the Group has

the essential resources required to power our batteries for decades to come, not just securing our present but also building a sustainable future.

MARKET REVIEW

PGM prices were depressed throughout the past year as factors such as destocking and the future of PGMs dominated supply-demand fundamentals.

The average annual PGM price saw a decrease of 28% to US$1 362/oz (FY2023: US$1 893/oz). This meant that in the first half of the year under review,

the PGM market suffered from pricing pressure, with the effect of low prices manifesting itself in industry wide production cutbacks and shaft closures.

This was exacerbated by excess inventory in the PGM pipeline, which, contrary to forecasts, did stretch into the latter part of the year as PGM prices

continued to be constrained by the latency of pipeline destocking.

Tharisa remains firmly of the opinion that the PGM prices over the next 12 to 24 months will be higher, fuelled by the continued evidence that the internal

combustion engine will remain relevant for a much longer time to come, and our firm view that hybrid drivetrains are an integral part of the transportation

mix. Furthermore, the physical platinum market is entering a longer period of supply deficit, which should be a catalyst for higher platinum prices in the

near term. This, coupled with the hydrogen economy, we will see strong demand for PGM metals due to their unique chemical properties.

We maintain our view that scientific and real-world applications continue to be presented in the hydrogen economy, with capital being promoted for this

new type of application, thus creating stronger prominence and highlighting the significance of PGMs in this application.

South Africa hosts the largest chromite reserves in the world, with annual production measured both in local sales and export sales, making up two-thirds

of the world’s total production. China imported approximately 90% of South Africa’s exports. Indonesia remains an essential player in the downstream

chrome industry, with Tharisa supplying some of Indonesia’s most modern and largest ferrochrome smelters.

Chrome prices were strong in the period under review on the back of the fundamentals of the chrome market, with real growth in stainless steel driven by

demand from China and beyond. Average annual metallurgical grade chrome concentrate prices were up 13.7% at US$299/t (FY2023: US$263/t), with

Tharisa producing 1 702.6 kt (FY2023: 1 580.1 kt), the highest output in the history of the Company.

Significantly, Tharisa successfully delivered on its beneficiation strategy with production of chrome alloy and testing upscaled batteries at Redox One.

Tharisa remains a significant player in the global chrome industry, supplying approximately 10% to 12% of China’s annual demand for the metal.

Tharisa remains a significant player in the speciality chrome market, with roughly a fifth of the average annual chrome output delivered into these markets.

The prices of these products (chemical and foundry chrome) attract a premium over metallurgical grade chrome ore.

With the stainless steel market in the Far East needing close to 2 Mt of chrome concentrate a month and the industry projected to grow at some 3%, the

fundamentals for chrome remain strong, particularly as logistics, both inland in South Africa and sea freight, remain complex, yet manageable. Any

economic stimulus in China and beyond will provide solid support for the chrome market.

FINANCIAL RESULTS AND OVERVIEW

The Group’s results are set out on page 32 of the consolidated financial statements while the results of the Company are set out on page 91. The results

of the Group have been audited and the auditors have expressed an unqualified audit opinion.

Key financial metrics

30 September

2024

September

2023

Change

Revenue

US$’000

721

394

649

893

11.0

EBITDA

US$’000

626

136

812

29.8

Profit before tax

US$’000

117

679

114

340

2.9

Earnings per share

US$ cents

27.7

27.4

1.1

Free cash flow

US$’000

838

865

(92.5)

Return on invested capital

11.1

10.5

5.7

Total debt

US$’000

106

183

139

656

(24.0)

Net cash

US$’000

117

492

129

357

(9.2)

Net debt/EBITDA

(0.66)

(0.95)

30.5

Net debt/equity

(15.1)

(19.2)

(21.4)

Exchange rate (ZAR:US$)

average

18.5

18.2

1.6

MANAGEMENT REPORT

for the year ended 30 September 2024

Segmental analysis

The contribution to revenue and gross profit from the respective segments is summarised below:

30 September 2024

US$ million

PGM

Chrome

Agency and trading

Manufacturing

Total

Revenue

154.5

491.3

68.5

7.1

721.4

Cost of sales

(111.3)

(358.3)

(62.5)

(4.7)

(536.8)

Manufacturing

(110.8)

(225.5)

(44.7)

(4.7)

(385.7)

Selling costs

(0.5)

(96.3)

(11.5)

(108.3)

Freight services

(36.5)

(6.3)

(42.8)

Gross profit

43.2

133.0

6.0

2.4

184.6

Gross profit margin

28.0%

27.1%

8.8%

33.8%

25.6%

Sales

volumes

141.8 koz

747.5 kt

186.2 kt

30 September 2023

US$ million

PGM

Chrome

Agency and trading

Manufacturing

Total

Revenue

198.5

390.0

56.0

5.4

649.9

Cost of sales

(153.8)

(287.8)

(50.7)

(4.3)

(496.6)

Manufacturing

(153.2)

(177.0)

(37.3)

(4.3)

(371.8)

Selling costs

(0.6)

(78.7)

(9.0)

(88.3)

Freight services

(32.1)

(4.4)

(36.5)

Gross profit

44.7

102.2

5.3

1.1

153.3

Gross profit margin

22.5

26.2

9.5

20.4

23.6

Sales volumes

144.0 koz

530.6 kt

187.2 kt

The basis of the allocation of shared costs was revised to 68.0% for chrome (2023: 55.0%) and 32.0% for PGMs (2023: 45.0%). The basis of the allocation

of shared costs is driven by relative sales values at Tharisa Minerals for each segment. As a result of the 13.6% increase in realised chrome prices followed

by the 28.1% decrease in the PGM basket price, the basis of the allocation of shared costs was revised accordingly. The allocation is reviewed semi-

annually.

PGM revenue decreased by 22.1% year on year as a result of a 28.1% decrease in PGM basket prices over the year. PGM production remained relatively

consistent at 145.0 koz despite reduced recoveries as a result of a culmination of limiting factors, including the processing of weathered purchased ore

and the consequent processing of suboptimal reef blends.

Rhodium prices averaged US$4 469.8/oz (2023: US$9 224.0/oz) for the period, a decrease of 51.5%. Platinum prices averaged US$942.9/oz (2023:

US$970.8/oz), a decrease of 2.9% and palladium prices averaged US$999.9/oz (2023: US$1 605.2/oz), a decrease of 37.7%.

During FY2024, metallurgical grade (met-grade) chrome production increased by 1.7% whilst speciality grade chrome production increased by 44.4%,

albeit off a low base. Chrome sales volumes remained robust during the period with an increase of 15.7% contributing to the 26.0% increase in chrome

revenue. Chrome prices remained elevated relative to historical pricing during the period further contributing to the increase in chrome revenue year on

year.

Costs

The following analysis computes the cash costs (i.e. excluding non-cash flow items such as depreciation) on a per cube and per ROM tonne mined for

mining costs and then analyses the major cost categories on a per tonne milled basis. Costs relating to deferred stripping of US$65.8 million (2023:

US$4.4 million) which are capitalised, were excluded from the per tonne milled analysis.

30 September

202

30 September

202

Change

Cubes mined

953

629

6.2

Cost per cube mined

US$/m

11.0

10.

2.1

Reef tonnes mined

642

177

11.1

Cost per reef tonne mined

US$/t

40.3

40.4

(0.4)

Tonnes milled

594

3.4

Consolidated cash cost per tonne milled

US$

67 8

10.2

* Excluding the cost of purchased ROM ore.

Average sea freight costs remained stable over the financial year at US$23.0/t (2023: US$22.9/t).

MANAGEMENT REPORT

for the year ended 30 September 2024

Summary of results

Revenue for the period increased by 11.0% to USD721.4 million (2023: USD649.9 million) remaining resilient against the 28.1% decline in PGM prices

and benefitting from robust chrome sales volumes with an uptick of 13.6% in chrome prices.

Other operating expenses increased by 15.9% to US$66.6 million (2023: US$57.4 million). The largest cost component of other operating expenses was

employee related expenses of US$33.7 million which contributed 50.7% to total other operating expenses.

EBITDA totalled US$177.6 million (2023: US$136.8 million), a 29.8% increase primarily due to the strengthening of chrome prices and despite the decrease

in the PGM basket price. The increase in EBITDA may also be attributable to cost increases being below revenue growth followed by a 114.9% decrease

in foreign currency losses.

Finance costs for the year amounted to US$11.9 million (2023: US$7.1 million), a 67.6% increase emanating mainly from the drawn down of the US$80.0

million term loan.

The Group generated a profit before tax of US$117.7 million (2023: US$114.3 million), a 3.0% increase year on year.

The taxation charge totalled US$35.0 million (2023:US$27.6 million) with an effective tax rate of 29.8% (2023: 24.1%). Total cash taxes paid totalled

US$23.6 million (2023: US$30.0 million).

Taking into account the foreign currency translation reserve of US$32.7 million, total comprehensive income amounted to US$115.4 million (2023:

US$74.0 million), an increase of 55.9% year on year.

The ZAR:US$ volatility remained elevated during the financial year. The average ZAR:US$ exchange rate was ZAR18.5 (2023: ZAR18.2) while the closing

exchange rate was ZAR17.3 (2023: ZAR18.9).

Basic earnings per share for the financial year amounted to US 27.7 cents (2023: US 27.4 cents).

Return on invested capital for the year increased from 10.5% during FY2023 to 11.1% for FY2024.

Outlook

Production guidance for FY2025 is set between 140 koz and 160 koz PGMs (6E basis) and 1.65 Mt to 1.8 Mt of chrome concentrates.

Capital expenditure and commitments

Total capital expenditure amounted to US$195.0 million (2023: US$69.9 million). Of the total capital spent, US$24.2 million pertained to mining fleet and

US$164.0 million related to other mining assets. Total capital spent for the Karo Platinum Project amounted to US$84.1 million.

Total capital commitment at the financial year end totalled US$46.9 million (Karo Platinum: US$22.6 million):

▪︎ Contracted for property, plant, and equipment – US$46.1 million

▪︎ Authorised but not contracted for property, plant, and equipment – US$0.8 million.

Cash flows and working capital

Cash flows generated from operations before accounting for working capital movements amounted to US$182.9 million (2023: US$142.6 million).

Working capital movements for the year include the following:

▪︎ A decrease in inventories of US$12.2 million

▪︎ A decrease in trade and other receivables of US$18.8 million

▪︎ An increase in trade and other payables of US$9.8 million

Total cash additions to property, plant, and equipment for the year totalled US$195.0 million (2023: US$69.9 million). After taking into account, inter alia,

debt and interest repayments, there was a net decrease in cash and cash equivalents of US$41.6 million.

Cash and cash equivalents, including the restricted cash, totalled US$223.7 million at 30 September 2024 (2023: US$269.0 million). Net current assets

totalled US$184.0 million (2023: US$248.2 million).

MANAGEMENT REPORT

for the year ended 30 September 2024

Definitions and calculation of non-IFRS Accounting Standards financial information

Return on invested capital: calculated on a twelve

month rolling basis being the net

operating profit after tax divided by the average invested capital (comprising total

assets less cash and non-interest-bearing short-term liabilities)

2024 2023

Results from operating activities

US$’000

119

555

691

Effective tax rate

24.

Results from operating activities

after tax

US$’000

83 928

71 870

Total assets

US$’000

207

802

088

044

Cash

and cash equivalents

US$’000

(217

675)

(255

300)

Non

interest

bearing short

term liabilities

Provisions

US$’000

(56

827)

(47

715)

Current taxation

US$’000

(877)

(766)

Other financial liabilities

US$’000

(40)

Trade and other

payables

US$’000

(105

732)

(93

464)

Contract liabilities

US$’000

(623)

876)

Invested capital

US$’000

826

688

923

Average invested capital

US$’000

757

471

685

192

Return on invested capital

11.1

10.5

EBITDA

represents the sum of: results from operating activities and depreciation and

amortisation and write offs of property, plant and equipment

2024 2023

Results from operating activities

US$’000

119

555

691

Depreciation of property, plant and

equipment and amortisation of intangible assets

US$’000

722

239

Write off of property, plant and equipment

US$’000

940

454

Amortisation of intangible assets

US$’000

Other

US$’000

405

(574)

EBITDA

US$’000

177

626

136

812

Free cash flow:

net cash flow generated from operating activities less additions to

property, plant and equipment

Net cash flow generated from operating activities

204

549

148

269

Additions to property, plant and equipment

(cash flow statement)

(194

996)

(69

884)

Proceeds from disposal of property, plant and equipment

930

129

Additions to intangible assets

645)

(649)

Free cash flow

5 838

77 865

EBITDA margin: EBITDA divided by revenue

EBITDA

(above)

US$’000

177

626

136

812

Revenue

US$’000

721

394

649

893

EBITDA margin

24.6

21.1

Gross profit margin: net profit divided by revenue

Gross profit

US$’000

184

609

153

331

Revenue

US$’000

721

394

649

893

Gross profit

margin

25.6

23.6

MANAGEMENT REPORT

for the year ended 30 September 2024

Net cash position: cash and cash equivalents (including the restricted bank deposit)

less total borrowings

2024 2023

Cash and cash equivalents

US$’000

217

675

255

300

Long

term restricted bank deposit

US$’000

062

713

Short

term restricted bank deposit

US$’000

938

Long

term borrowings

US$’000

(50

366)

(76 385)

Short

term borrowings

US$’000

(55

817)

(63

271)

Net cash position

US$’000

117

492

129

357

Net debt to equity: net cash position

divided by total equity

Net cash position

US$’000

117

492

129

357

Total equity

US$’000

779

563

675

176

Net debt to equity

(15.1)

(19.2)

Net debt to EBITDA: net cash and cash equivalents (including the restricted bank

deposit) position divided by EBITDA

Net cash position (above)

US$’000

117

492

129

357

EBITDA (above)

US$’000

177

626

136

812

Net debt to EBITDA

Interest bearing debt to equity: total borrowings divided by total equity

Long

term borrowings

US$’000

366

385

Short

term borrowings

US$’000

817

271

Total borrowings

US$’000

106

183

139

656

Total equity

US$’000

779

563

675

176

Interest

bearing debt to equity

20.7

Net current assets: current assets less current liabilities

Current assets

US$’000

403

973

455

252

Current liabilities

US$’000

219

916

207

092

Net current assets

US$’000

184

057

248

160

TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (‘TCFD’)

In accordance with the UK Financial Conduct Authority (FCA) Listing Rules, entities listed in the UK must disclose in accordance with the TCFD

recommendations and disclosures effective from 2023. To comply with this requirement, the Group has referenced its integrated annual report against the

recommendations and disclosures in compliance with the TCFD. The Group will publish its annual report during December 2024 which will be available

on the Group’s website: www.tharisa.com.Since the Annual Report contains information about the Group’s sustainability, environmental and climate related

matters, social responsibility and governance, the Company believes it is more appropriate to include the TCFD disclosures as part of the Annual Report

as it provides a holistic overview of the Group’s business. In addition, the Annual Report has been referenced against the recommendations and disclosures

in compliance with the TCFD. Various sustainability development goals (‘SDG’) relevant to the Group’s environmental and social risks and the Group’s

commitment to these development goals have been included in the Annual Report. The Group’s sustainability strategy aligns with the SDGs adopted by

the United Nations, focusing on specifically nine SDGs where the Group can have the most substantial social and environmental impact. The majority of

the Group’s SDGs are of a long-term nature, but the Group believes significant progress has been made in achieving these targets. Refer to the Annual

Report available on the Group’s website: www.tharisa.com.

CHANGES IN THE GROUP STRUCTURE

There were no changes to the group structure during the year ended 30 September 2024, however, the Company increased its shareholding in Karo

Mining. During the year ended 30 September 2024 Karo Mining issued an additional 2 784 new ordinary shares for a cash subscription of US$20.0 million

to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which increased the Company’s shareholding

to 76.22%.

Refer to note 23 of the consolidated financial statements and note 10 of the separate financial statements.

MANAGEMENT REPORT

for the year ended 30 September 2024

RELATED PARTIES

From time to time, the Group concludes transactions with related parties. Outstanding balances at year-end are unsecured and settlement occurs in cash

and are disclosed in the ensuing consolidated financial statements (refer to note 34) and the separate financial statements (refer to note 20).

DIVIDENDS

During the year ended 30 September 2024, the Company declared and paid a final dividend of US 2.0 cents per share in respect of the financial year

ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the financial year ended

30 September 2024.

During the year ended 30 September 2023, the Company declared and paid a final dividend of US 4.0 cents per share in respect of the financial year

ended 30 September 2022. In addition, an interim dividend of US 3.0 cents per share was declared and paid in respect of the financial year ended

30 September 2023.

On 27 November 2024, the Board proposed a final dividend of US 3.0 cents per share, subject to the necessary shareholder approval at the Annual

General Meeting.

CONTINGENCIES AND COMMITMENTS

The Group’s contingencies and commitments are disclosed in notes 35 and 36 to the consolidated financial statements and note 21 to the separate

financial statements.

SHARE CAPITAL AND PREMIUM AND TREASURY SHARES

The authorised share capital of the Company comprises 10 000 million ordinary shares of US$0.001 each and 1 051 convertible redeemable preference

shares of US$1 each. At 30 September 2024, the issued and fully paid ordinary share capital comprised 295 204 391 (2023: 300 019 694) ordinary shares.

As at 30 September 2024 and the date of this report, treasury shares totalled 7 392 352 (2023: 2 577 049) ordinary shares (refer to note 23 to the

consolidated financial statements and note 14 to the separate financial statements).

During the year ended 30 September 2024, the Company repurchased 4 836 918 ordinary shares (nominal value of US$0.001 per share) for a total

consideration of US$5.0 million These shares are included in the treasury shares. At 30 September 2024, the repurchased shares represent 1.6% of the

issued ordinary share capital. The Board believed that the Company’s shares were trading at a significant discount, having been negatively impacted by

the PGM commodity price environment while not reflecting the strong co-product contribution from its chrome sales. The Group is committed to capital

discipline and believes that the share repurchase supports this.

All ordinary shares other than for the treasury shares rank equally with regard to the Company's residual assets. The holders of ordinary shares, other

than the treasury shares, are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

There are no restrictions in the exercising of voting rights of shares issued by the Company.

SIGNIFICANT SHAREHOLDERS

Refer to the Corporate Governance report for shareholders holding more than 5% of the issued share capital of the Company.

MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors, during the year, as at 30 September 2024 and the date of this report are:

Loucas Christos Pouroulis Executive Chairman

Phoevos Pouroulis Chief Executive Officer

Michael Gifford Jones Chief Finance Officer

Carol Bell Lead Independent Non-Executive Director

John David Salter Independent Non-Executive Director

Omar Marwan Kamal Independent Non-Executive Director

Roger Owen Davey Independent Non-Executive Director

Gloria Zvaravanhu* Independent Non-Executive Director

Antonios Djakouris** Independent Non-Executive Director

Shelley Wai Man Lo Non-Executive Director

Chen Hao*** Non-Executive Director

* Appointed 21 February 2024

** Resigned 21 February 2024

*** Appointed 1 October 2024

In line with the best practice and the Group’s commitment to diversity, the Board of Directors takes into account diversity, equality and inclusion aspects

when making new Board appointments and considering the composition of the Board. As of 30 September 2024, there are three female members on the

Board, equivalent to 30% of the Board. The lead independent director is female while another female director, Gloria Zvaravanhu, is from an ethnic,

MANAGEMENT REPORT

for the year ended 30 September 2024

minority background. Whilst Tharisa is not currently meeting a target of 40% female representation on its Board of Directors, the Board will pursue

opportunities to increase the number of female and racially and ethnically diverse Board members over time, provided that it is consistent with the skills

and diversity requirements of the Board.

There has been no other change in the composition or the allocation of responsibilities of the Board of Directors’ of the Company between

30 September 2024 and the date of approval of the consolidated and separate financial statements.

MANAGEMENT REPORT

for the year ended 30 September 2024

DIRECTORS’ INTEREST

The interest in the share capital of the Company, both direct and indirect, of the Board of Directors is disclosed below:

30 September

2024

30 September

2023

LC Pouroulis

0.42

0.41

P Pouroulis

2.73

2.69

MG Jones

0.24

A Djakouris

0.01

C Bell

0.02

Total

3.41

3.37

The interest percentage represents the percentage of voting rights. There has been no change in the Board of Directors’ interests in the share capital of

the Company between 30 September 2024 and the date of approval of the consolidated and Company financial statements.

COMPANY SECRETARIES

Sanet Findlay serves as the Company Secretary. Lysandros Lysandrides serves as the Assistant Company Secretary. The Board of Directors formally

assessed and considered the performance and qualifications of the Company Secretaries and is satisfied that they are competent, suitably qualified and

experienced. They are not directors of the Company, nor are they related or connected to any of the Directors and the Board of Directors is satisfied that

they maintain an arm's length relationship with the Board of Directors. Their contact details are as follows:

Sanet Findlay Lysandros Lysandrides

2nd Floor, The Crossing 31 Evagoras Avenue

372 Main Road Evagoras House, 6

Floor

Bryanston, 2191 Nicosia

South Africa Cyprus

The Company Secretaries are available to advise all Directors to ensure compliance with the Board procedures. A procedure is also in place to enable

Directors, if they so wish, to seek independent professional advice at the Group’s expense.

EVENTS AFTER THE REPORTING PERIOD

Events after the reporting period are disclosed in note 37 to the consolidated financial statements and note 22 to the separate financial statements.

DIRECTORS’ AND MANAGEMENT REMUNERATION

Directors’ remuneration is disclosed in note 11 to the consolidated financial statements and note 6 to the separate financial statements. Key management’s

remuneration is disclosed in note 34 to the consolidated financial statements. There has been no significant change in the remuneration of the Board of

Directors’ and key management of the Company between 30 September 2024 and the date of approval of the consolidated financial statements.

ARTICLES OF ASSOCIATION

Refer to the Corporate Governance Report for provisions relating to how Articles of Association may be amended.

COMPANY’S INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO THE FINANCIAL REPORTING PROCESS

Refer to the Corporate Governance Report for provisions relating to internal control and risk management.

INDEPENDENT AUDITORS

During the year ended 30 September 2024, the independent auditors of the Group and Company, Ernst & Young Cyprus Ltd, resigned and BDO Limited

(incorporated in Cyprus) was appointed. BDO Limited has expressed its willingness to continue in office. A resolution giving authority to the Board of

Directors to fix their remuneration will be proposed at the Annual General Meeting.

BRANCHES

A subsidiary of the Company, Redox One Limited established a branch in Germany during the year ended 30 September 2023. The branch was fully

operational during the year ended 30 September 2024.

MANAGEMENT REPORT

for the year ended 30 September 2024

GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis.

Refer to notes 23 and 33 to the consolidated financial statements and notes 14 and 19 to the separate financial statements for statements on the Group’s

objectives, policies and processes for managing its capital, details of its financial instruments and hedging activities; its exposures to market risk in relation

to commodity prices and foreign exchange risks; interest rate risk; credit risk; and liquidity risk.

ENVIRONMENTAL

The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease (refer to note 24 to the consolidated financial statements).

RESEARCH AND DEVELOPMENT

The Group’s approach to research and development is founded on its core value of innovation. The Group strives to push through established boundaries

and limitations within existing processing and product development, optimizing processes and challenging convention. The development of downstream

beneficiation of the Group’s PGMs is part of its philosophy of capturing value and margin down the supply chain and ultimately being in control of metal

flows through to direct sales.

CORPORATE SOCIAL RESPONSIBILITY

Sustainability starts with a corporate value system that upholds responsibilities to the planet and to people. This corporate value system is based on a

principled approach to doing business and is guided by the need to protect the environment, human rights and stakeholders that are affected by the

Group's businesses.

Sustainability is a blueprint for shared values and it is through sustainability that the Group is able to create additional value for its investors and for all of

its stakeholders including employees, contractors, suppliers, the communities in which it operates, and various levels of government.

On a broader basis, the Group subscribes to the Equator Principles and has embraced the Ten Principles of the UN Global Compact.

The Equator Principles are a risk management framework, adopted by financial institutions, for determining, assessing, and managing environmental and

social risk in projects. They are primarily intended to provide a minimum standard for due diligence to support responsible risk decision-making.

Tharisa Minerals is proud of its track record in minimising its environmental impact and, while it strives to improve further, it takes similar pride in its mature

and mutually beneficial relationships with the communities that border the Tharisa Minerals’ mine. The safety and health of the Group's employees is a

core value.

The Group not only understands its obligations to create social capital as enshrined in the Mineral and Petroleum Resources Development Act, but also

strives to achieve these obligations in ways that create ongoing positive social impacts.

The Group will be publishing its sustainability report within its Annual Report and it will be available on the Company’s website. The sustainability report

will contain information about safety and health, human resources, environmental matters, social development, and human rights.

STAKEHOLDER ENGAGEMENT

The Group believes that stakeholder engagement is a business imperative and that strong lines of communication between stakeholders ensure the

success of the Group and secure its place within the community. The Group’s stakeholder engagement strategy aims to maintain good working relations,

manages social risk and develops solutions to social challenges faced by its stakeholders. Tharisa’s stakeholder engagement framework will be further

developed for the new jurisdictions that it is entering as those operations are established.

HUMAN RESOURCES

The Group considers the wellbeing of employees central to its success and strives to maintain exemplary working standards, ensure job satisfaction and

create opportunities for professional growth. The Group’s human resources policy focuses on creating a positive atmosphere at all offices and facilities to

maximise productivity. The Group’s future success will partly depend on its ability to continue to attract, retain and motivate key employees and qualified

personnel, in particular an experienced management team.

Adequate remuneration packages, which are in line with or in excess of market levels, are offered to all employees and key managers. The Human

Resource function regularly monitors salary levels and other benefits to ensure that the Group’s remuneration packages are adequate.

NON-FINANCIAL INFORMATION

The Group will be publishing its non-financial information within its Annual Report that will be issued within four months after the balance sheet date and

will be available on the company’s website: www.tharisa.com.

MANAGEMENT REPORT

for the year ended 30 September 2024

PRINCIPAL RISKS AND UNCERTAINTIES

The Group’s critical estimates and judgements and financial risk management are disclosed in notes 3 and 33 to the consolidated financial statements

and notes 3 and 19 to the separate financial statements. Additional disclosure on financial risk and judgement is disclosed in each note to the financial

statements.

The Group’s contingencies, commitments and guarantees are disclosed in notes 35 and 36 to the consolidated financial statements and notes 20 and 21

to the separate financial statements.

The Tharisa Group understands that it operates in a dynamic business environment that is inherently characterised by change and uncertainty, therefore,

we understand that risk management is a critical success factor and view our risk management process as a strategic enabler in the achievement of our

strategic objectives and the maintenance of resilience in delivering shareholder value.

Risk management process

Our proactive and integrated risk management approach is central to both operational and strategic decision-making which enhances resilience and

safeguards the Group’s value whilst also exploiting identified opportunities to best serve the long-term interest of all our stakeholders.

Our risk management is a systematic and rigorous process that involves continuous communication & consultation, setting internal and external context

for identifying, analysing, evaluating, & treating risk, reporting and recording the outcomes and monitoring & reviewing.

Accountability and governance

Our enterprise risk management process is a strategic initiative fully supported by the board and executive management. The Executive Committee (‘Exco’)

constantly monitors risks, while the Risk Committee oversees the process. Exco maintains a quarterly-reviewed risk register, with updates reported to the

Board twice a year, ensuring accountability and strategic oversight.

Principal risks

Our principal risks are risks that the Group considers to be a threat to the achievement of its strategic objectives. In the tables that follow we have included

a summary of our principal risks, key drivers, impact, mitigation strategies and comments.

The principal risk report is based on changes in residual risk rating as a result of ongoing quarterly reviews and as such, could change significantly as a

result of both internal and external factors that drive these risks to materialise. Our risk ratings are derived from a calculated mitigation impact of the

unwanted event. The top 11 principal risks are arranged from highest to lowest risk score. Principal risks are prioritised, with treatment strategies designed,

implemented and continuously monitored to ensure effectiveness in managing them to acceptable levels.

MANAGEMENT REPORT

for the year ended 30 September 2024

2024

Ranking

Risk Risk description & Key drivers Impact Mitigation

2025

Ranking

Trend

2024 vs

2025

Forward

looking

Comments

Health and

safety

Failure to achieve zero harm and maintain a healthy

workplace.

Key Drivers:

- Employee behaviour

- Our business partners’ health and safety

compliance maturity is not aligned to Tharisas

- Lack of internal standards control

- Lack of organisational system applications for real

time monitoring of incidents

- Inadequate alignment of risk management

- Operational stoppages

(Section 54 by the

Department of Minerals and

Petroleum Resources) which

has an impact on production.

- Decreased employee

wellness and quality of life

- Isometrix application for real time monitoring &

reporting of SHE incidents

- Document Management System (DMS) to

standardise and centralise documents

- Contractor onboarding system to ensure

compliance to the MHSA for our business

partners

- Standardised Operational Risk Management

procedure/ framework

- Management of Change procedure

- Safe Life Behaviours

- Fatal Hazard Code awareness and self-

assessments

- Group standards self-assessments

1 No change

Employees’ health and safety

remains a top value and priority.

We are dedicated to continued

implementation of our SHE

strategy with a focus on health

and safety improvement in our

quest for Zero Harm even though

a good safety performance has

been demonstrated in the recent

past.

Political

uncertainty (S.A)

Ongoing policy uncertainty

Key Drivers:

- National coalition government in SA between

parties with differing manifestos

- Decline in foreign

investment

- Closely monitoring the political land scape to

adapt where needed

- Government and community engagement

8 Down

MANAGEMENT REPORT

for the year ended 30 September 2024

2024

Ranking

Risk Risk description & Key drivers Impact Mitigation

2025

Ranking

Trend

2024 vs

2025

Forward

looking

Comments

Regulatory non-

compliance &

Legislative

changes

Failure to comply with authorisation conditions,

obtain amendments to current authorisations and

other mining regulations.

Key drivers:

- Evolving regulations as a result of political

developments

- Changes in societal expectations and the public

perception of mining activities.

- Failure to comply with management processes will

threaten the ability to adhere to regulations and

permits.

- Delays in authorization process due to ever

changing regulatory requirements.

- Delays to projects and

disruption to existing

operations resulting in

financial loss

- Legal claims and regulatory

actions, fines and

reputational damage.

- Legal guidance/ advice and regular updates on

changing regulatory requirements

- Regular engagements with relevant authorities

to strengthen relationships

- Community forum established

- MHSA SHE alerts on newly introduced,

updated and obsolete laws / regulations/

legislations

6 Down

Tharisa prioritises compliance with

all regulatory bodies to ensure

sustainable mining practices. By

adhering to these regulations, we

demonstrate our commitment to

responsible and long-term

resource management.

Asset

concentration

Tharisa currently owns and operates one primary

producing asset located in South Africa.

Key drivers:

- Capital constrains

- Business interruption - The Group has invested in the development of

Karo Platinum.

- Focus on Research and Development and

commercialising projects such as Redox One

4 No change

This risk continues to be

monitored, taking all possible

opportunities for expansion into

account.

Global

commodity

prices

Volatility in commodity prices

Key drivers:

- Economic downturn impacting demand

- The Group’s revenues,

profitability and future growth

rate.

- The capacity to invest in

growth projects is constrained

during periods of low

commodity prices – which

may, in turn, affect future

performance.

- Maintaining a conservative balance sheet

- Proactive management of debt and cash

- Improvement and operational performance

targets.

- Regular updates of economic analysis and

ongoing product price assumptions discussions

with the Executive Managers and the Board.

- Multiple product streams. (PGM’s and chrome

concentrates)

2 Up

Macro-economic conditions

remain uncertain; that may result

in price volatility in the products

mined, and marketed, however,

our versatile group of metals give

Tharisa a competitive advantage

enabling us to adapt to market

fluctuations and sustain our

operational resilience.

MANAGEMENT REPORT

for the year ended 30 September 2024

2024

Ranking

Risk

Risk description & Key drivers

Impact Mitigation

2025

Ranking

Trend

2024 vs

2025

Forward

looking

Comments

Financing and

liquidity

Inability to raise enough funds to meet financial

obligations, finance operations and sustain growth.

Key drivers:

- Static share price trading

- Debt funding capacity

- Greylisting’ of South Africa by the Financial Action

Task Force

- Tough financing and macroeconomic conditions

- Operational under performance

- Lower levels of cash flow,

profitability and valuation.

- Debt costs may increase

due to ratings agency

downgrades and the

possibility of restricted access

to funding.

- The Group may be unable

to complete investment

programme within the desired

timescales or achieve

expected values.

- Prudent financial planning,

- Maintaining a strong balance sheet.

3 Up

Tharisa remains committed to all

its stakeholders, applying financial

discipline ensuring long term

sustainability of the Group.

Customer

concentration

The bulk of Tharisa’s chrome production is exported

to China and Indonesia. This gives the Group

significant exposure to a single geographic market

although there are diverse customers)

Key drivers:

- Stainless steel market in China

- If a key customer is lost, it

can impact revenue.

- Loss of bargaining power.

- Business interruption

- Continuous stakeholder engagement

- Ongoing discussions on supply agreements

- Enforcement of supply agreements

- Investment in Research & Development for

beneficiation

7 No change

This risk continues to be

monitored, taking all possible

opportunities for alternative

markets into account.

MANAGEMENT REPORT

for the year ended 30 September 2024

2024

Ranking

Risk Risk description & Key drivers

Impact Mitigation

2025

Ranking

Trend

2024 vs

2025

Forward

looking

Comments

Environmental

Risk and

Governance

(ESG)

Companies are facing increasing pressure from

investors, customers and regulators to address,

monitor and manage Environmental, Social and

Governance (ESG) risk.

Common ESG risks include those related to climate

change impact mitigation, environmental practices

and duty of care. From a social and governance risk

perspective, elements may include respect for

human rights, anti-bribery and corruption practices,

as well as compliance to relevant laws and

regulations.

Key Drivers:

- Inability to attain social license to operate.

- Lack of inclusive participation on business

opportunities for doorstep communities.

- Poor stakeholder engagement with the interested

and affected parties on issues that affect doorstep

communities.

- High unemployment rate within doorstep

communities.

- Cashflows negatively

affected

- Community unrest

- Reputational risk to Tharisa

- Environmental stewardship

- Monitoring of SLP programmes to ensure

completion of the identified projects

- Ringfenced community opportunities for

business and labour

- Ensuring compliance across the operational

permits from Regulators.

- Regular stakeholder engagement with

regulators and community structures.

5 Up

Climate change is one of the

defining challenges of our era and

our commitment to being part of

the global response presents both

opportunities and risks.

Labour Finding talent continues to be a major challenge for

mining and metals companies.

Key drivers:

- Increasingly competitive labour market

- The sector’s poor brand and perceptions around

License To Operate

- Aging workforce

Lack of continuity, knowledge

drain, decrease employee

engagement and morale,

increased recruitment costs

and business disruption

- Talent management framework

- Recruitment and selection policy

- Identification of scarce skills

- Upskilling or filling roles with internal

candidates, where possible

- Leveraging university and experiential

programs

- Participation in school career fairs within area of

influence

10 Up

We recognize our workforce as

our top one priority assets and are

committed to their continued

improvement and growth. We

strive to continue to maintain an

environment that encourages

employee contribution and attracts

new talent.

MANAGEMENT REPORT

for the year ended 30 September 2024

2024

Ranking

Risk

Risk description & Key drivers

Impact Mitigation

2025

Ranking

Trend

2024 vs

2025

Forward

looking

Comments

Cyber security Loss or harm to our technical infrastructure and the

use of technology within the organisation from

malicious or unintentional sources.

Key drivers:

- Lack of user knowledge (employees).

- Lack of continuous software patching and updates.

- Lack of firewall rules to detect malicious attacks.

- Lack of network monitoring and strict network

boundaries.

- Lack of intrusion prevention system.

- Revenue loss and

reputational damage

- Exposure of confidential

information

- Business interruption

- Legal and regulatory

impacts (Protection of

Personal Information Act,

2013 (Act 4 of 2013) (POPIA)

implications)

- Cyber security awareness training, campaigns

- Unified email management system

- MS Defender| Intune| Darktrace.

- Ironscale| MultiFactorAuthetication.

- XG SOPHOS Firewalls| Darktrace AI|

- Annual vulnerability and penetration

assessment.

9 Up

During 2024, our controls

responded as planned and no

cyber-attack attempt resulted in

significant impacts for the Tharisa

group. Our cyber security

programs constantly evolve with

the continuously evolving risk

landscape.

New

Country risk

Karo Platinum

The political landscape in Zimbabwe is unstable

(frequent adjustments to policies).

Key drivers:

- Policy instability and unpredictable regulations

- Corruption

- Reserve bank rules and regulations around money

and currency.

- Poor infrastructure (power supply shortage and

deteriorated transport infrastructure)

- Liquidity constraints (the country has little or no

foreign currency reserves)

- Investor reluctance

- Increased operational costs

- Operational disruptions

- Erosion of profitability

- Difficulty repatriating profits

- Fixed-price contracts may

become unviable as inflation

drives up costs over time.

- Regular engagement with government and

regulatory authorities

- Political risk insurance

- Partnership with local stakeholders

- Indexing of contracts to inflation

- Cost control and efficiency

- Adequate cash reserve maintenance

- Pricing and contract flexibility

11 New

Tharisa has a well-thought-out

strategy, involving strong

community engagement, legal

safeguards, and contingency

plans for economic and political

instability. We remain vigilant in

the management of our risks and

maintain good relations with all

relevant stakeholders.

MANAGEMENT REPORT

for the year ended 30 September 2024

CORPORATE GOVERNANCE STATEMENT

The Board is of the opinion that the Company is compliant with the JSE Listings Requirements and King IV in all material respects, other than having an

Executive Chairman. The former has been mitigated by the appointment of a Lead Independent Director (refer to the Corporate Governance Report).

On behalf of the Board of Directors

Phoevos Pouroulis Michael Jones

United Kingdom

27 November 2024

CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCE OFFICER RESPONSIBILITY

STATEMENT

The directors, whose names are stated below, hereby confirm that:

• The consolidated annual financial statements and company annual financial statements set out on pages 32 to 889 and 91 to 120 of this

document, fairly present in all material respects the financial position, financial performance and cash flows of Tharisa plc and subsidiaries and

of Tharisa plc company in terms of IFRS Accounting Standards;

• To the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the consolidated annual

financial statements and separate annual financial statements false or misleading;

• Internal financial controls have been put in place to ensure that material information relating to Tharisa plc and its consolidated subsidiaries

have been provided to effectively prepare the consolidated financial statements and company financial statements of Tharisa plc;

• The internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled

our role and function as executive directors with primary responsibility for implementation and execution of controls;

• Where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design and operational effectiveness

of the internal financial controls, and have remediated the deficiencies / taken steps to remedy the deficiencies; and

• We are not aware of any fraud involving directors.

Phoevos Pouroulis Michael Jones

United Kingdom

27 November 2024

STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS RESPONSIBLE FOR THE DRAFTING OF THE ANNUAL

CONSOLIDATED FINANCIAL REPORT AND FINANCIAL STATEMENTS OF THARISA PLC ACCORDING TO THE UNITED KINGDOM

DISCLOSURE GUIDANCE AND TRANSPARENCY RULES (‘UK DTR’).

In accordance with DTR4.1 on Annual Financial Reporting, providing for the disclosure and transparency requirements for issuers whose

transferable securities are admitted to trading on a UK Recognised Investment Exchange, we, the members of the Board of Directors,

responsible for the preparation of the annual consolidated financial statements of Tharisa plc for the period ended 30 September 2024,

hereby declare that to the best of our knowledge:

(a) the financial statements, prepared in accordance with IFRS Accounting Standards, give a true and fair view of the assets,

liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole;

and

(b) the management report includes a fair review of the development and performance of the business and the position of the

Company, and the undertakings included in the consolidation taken as a whole, together with a description of the principal

risks and uncertainties that they face.

Loucas Pouroulis Executive Chairman

Phoevos Pouroulis Chief Executive Officer

Michael Jones Chief Finance Officer

Carol Bell Lead independent non-executive director

Omar Kamal Independent non-executive director

David Salter Independent non-executive director

Roger Davey Independent non-executive director

Gloria Zvaravanhu Independent non-executive director

Shelley Lo Wai Man Non-executive director

Chen Hao Non-executive director

United Kingdom, 27 November 2024

Independent Auditor’s Report

To the Members of Tharisa plc

Report on the Audit of the Consolidated and Parent Company Financial Statements

Opinion

Terry Kiely

Certified Public Accountant and Registered Auditor

for and on behalf of

BDO Limited

Certified Public Accountants and Registered Auditors

Nicosia

27 November 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

CORPORATE

INFORMATION

Tharisa plc (

‘

the Company

’

) was incorporated in Cyprus on 20 February 2008 under registration number HE223412.

he Company

’s ordinary

shares are listed on the main board of the Johannesburg Stock Exchange (‘JSE’) as the primary listing and on the main board of the London

Stock

Exchange (‘LSE’)

as a standard

secondary

listing

The Company is also

list

(secondary listing)

on the A2X Exchange

in South Africa

The Company’s r

egistered office is at Sofoklis Pittokopitis Business Centre, Offices 108

110, 17 Neophytou Nicolaides and Kilkis Street

8011 Paphos, Cyprus.

The principal activity of the

Company and its subsidiaries, (together referred to as ‘the

Group

’),

is the exploitation of metals and minerals,

principally platinum group metals (‘PGMs’) and chrome, the associated sales and logistics operations thereof as well as the development of a

PGM mining project

The principal activity

remains unchanged from the year ended 30 September 2023.

The principal subsidiaries of the Company are

Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’), a

wholly owned

subsidiary

established

in South Africa and Karo Mining Holdings plc (‘Karo Mining’), a company incorporated in Cyprus. The principal activity of Tharisa Minerals is

PGM and chrome mining and processing. Tharisa Minerals’ functional currency is the South African Rand (‘ZAR’). The principal activity of

Karo Mining is that of an investment holding company. The Company holds 76.22% of the issued ordinary share capital of Karo Mining at

30 September 2024. The main indirect subsidiary of Karo Mining is Karo Platinum (Private) Limited (‘Karo Platinum’), a company incorporated

in Zimbabwe. The principal activity of Karo Platinum is PGM mining, smelting and refining. The functional currency of Karo Platinum is the

United States Dollar

(note 16)

2.1.

BASIS OF PREPARATION

Statement of

compliance

These consolidated financial statements have been prepared in accordance with

IFRS

Accounting Standards

as issued by the International

Accounting Standards Board, the Listings Requirements of the JSE Limited and the requirements of the Cyprus Companies Law, Cap. 113.

Statutory consolidated financial statements of the Company were additionally prepared in accordance with IFRS Accounting Standards as

adopted by the EU and the requirements of the Cyprus Companies Law, Cap. 113. These have been approved and issued on the same date

and there are no

material

differences in the two sets of consolidated financial statements.

Basis of measurement

The consolidated financial statements are prepared on

the historical cost basis

except

for certain financial instruments

that are stated at fair

value

(note 33)

Material a

ccounting policies

The material accounting policies applied in the preparation of these consolidated

financial statements are set out below. Where an accounting

policy is specific to a note, the policy is described in the note which it relates to. These policies have consistently been applied to all years

presented.

Functional and presentation currency

The consolidated financial statements are presented in United States Dollars (‘US$’) which is the Company's functional curren

cy and

presentation currency. Amounts are rounded to the nearest thousand. The functional currency of the Company’s South African subsidiaries is

the South African Rand (‘ZAR’).

he following US$: ZAR exchange rates were used in preparing the consolidated financial statements:

•

Closing rate:

ZAR17.27 (2023: ZAR18.91)

•

Average rate:

ZAR18.53 (2023: ZAR18.18)

Going

concern

These consolidated financial statements have been prepared on a going concern basis.

Refer

to note

and 3

for

tatements

on the Group’s objectives, policies and processes for managing its capital, details of its financial

instruments and hedging activities; its exposures to market risk in relation to commodity prices and foreign exchange risks; interest rate risk;

credit ri

sk; and liquidity risk.

2.2.

STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR

The Group has adopted the following new and/or revised standards and interpretations which became effective for the year ende

30 September 2024 for which the nature and effect of the changes as a result of the adoption of these new accounting standards are described

below:

Deferred Tax related to Assets and Liabilities arising from a Single Transaction

–

Amendments to IAS 12

In May 2021, the IASB

issued amendments to IAS 12 Income Taxes which narrow the scope of the initial recognition exception under IAS

12,

so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.

Under the

amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal

taxable

and deductible temporary differences. It only applies if the recognition of a decommissioning asset and decommissioning liability (or lease

asset or lease liability) give rise to taxable and deductible temporary differences that are not equal. This amendment had no impact on the

Group’s results for the year ended 30 September 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

2.2.

STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR

Definition of Accounting Estimate

–

Amendments to IAS 8

The IASB has issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8) to clarify ho

w entities

should distinguish changes in accounting policies from changes in accounting estimates, with a primary focus on the definition of and

clarifications on accounting estimates. This is due to the term ‘accounting estimate’ not being defined and the previous definition of a ‘change

in accounting estimate

’

being unclear.

The amendments introduce a new definition for accounting estimates, clarifying that they are monetary amounts in the financia

l statements

that are subject to measurement uncertainty. The amendment has been applied prospectively and had no impact on the Group’s results for

the year ended 30 September 2024

Disclosure of Accounting Policies

–

Amendments to IAS 1

To assist preparers of financial statements, the IASB had previously refined its definition of ‘material’ (effective 1 Jan

uary

2020) and issued

non-mandatory practical guidance on applying the concept of materiality. As the final step of the materiality improvements, the IASB issued

amendments on the application of materiality to the disclosure of accounting policies. The key amendments include requirements for entities

to disclose their material accounting policies rather than their significant accounting policies as well as certain clarifications regarding

accounting policies related to material transactions or events.

The amendment

has been

applied prospectively and

had no

impact on the

Group’s results for the year ended 30 September 2024

International Tax Reform

–

Pillar Two Model Rules

Amendments to IAS 12

IAS 12

Income Taxes was amended and requires entities during the period between the legislation being enacted or substantively enact

and the legislation becoming effective to disclose known or reasonable estimable information to their exposure to Pillar Two income taxes.

The Group’s consolidated income for the year ended 30 September 2024 is less than €750 million and consequently the Group is not

subjected to

the scope of the Organisation for Economic Co

operation and Development (OECD) Pillar Two model rules.

(continued)

2.3.

STANDARDS AND

INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE

The new standards, interpretations and amendments to standards listed below are not effective and have not been early adopted

, but will

be adopted once these new standards, interpretations and amendments become effective. The Group notes the new standards, amendments

and interpretations which have been issued but not yet effective and does not plan to early adopt any of the standards, amendments and

interpretations. There are no other standards that are not yet effective and that would be expected to have a material impact on the Group

in the current or future reporting periods.

Classification of Liabilities as Current or Non

current

and

current liabilities with

ovenants

Amendments to IAS 1

The International Accounting Standards Board (IASB)

issued Classification of Liabilities as Current or Non

current

and

urrent

iabilities

with Covenants, which amends IAS 1 Presentation of Financial Statements. The amendments affect requirements in IAS 1 for the

classification of liabilities as current or non-current. The amendments clarify what is meant by a right to defer settlement, that a right to defer

settlement must exist at the end of the reporting period, the classification is unaffected by the likelihood that an entity will exercise its deferral

right, that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its

classification, as well as the required disclosures in this regard. The amendment must be applied retrospectively and is effective for annual

periods beginning on or after 1 January 202

. Th

ese

amendment

are not expected to have a material impact on the

Group’s results

Lease Liability in a Sale and Leaseback

–

Amendments to IFRS 16

In September

2022, the IASB issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16).

The amendments to IFRS 16

Leases specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to

ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments must

be applied retrospectively to annual reporting periods beginning on or after 1 January 2024. These amendments are not expected to have a

material impact on the

Group

’s results

Disclosures: Supplier Finance Arrangements

–

Amendments to IAS 7 and IFRS 7

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:

Disclosures.

The

amendments specify disclosure requirements to enhance the current requirements, which are intended to assist users of financial statements

in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The

amendments will be effective for annual reporting periods beginning on or after 1 January 2024. These amendments are not expected to

have a material impact on the

Group

’s results

Lack of

Exchangeability

Amendment to IAS 2

In August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS 21), specifying how an entity should assess whethe

r a

currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. When an entity estimates a

spot exchange rate because a currency is not exchangeable into another currency, it discloses information that enables users of its financial

statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s

financial performance, financial position and cash flows. These amendments must be applied retrospectively to annual reporting periods

beginning on or after 1 January 2025.

These

amendments are not expected to have a material impact on the

Group

’s results

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

2.3.

STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE

Presentation and Disclosure in Financial Statements

–

IFRS 18

April

2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18) which replaces IAS 1 Presentation

in Financial Statements. IFRS 18 introduces new categories and subtotals in the statement of profit or loss. It also requires disclosure of

management-defined performance measures (as defined) and includes new requirements for the location, aggregation and disaggregation

of financial information. The new standard must be applied retrospectively to annual reporting periods beginning on or after 1 January 2027.

The impact of this new standard will be assessed on (and applied to) the Group’s annual financial statements for the financial year ending

September

2028.

Classification and Measurement of Financial Instruments

–

Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9

and

IFRS 7), which:

• clarified that a financial liability is derecognised on the ‘settlement date’, i.e., when the related obligation is discharged,

cancelled, expires or the liability otherwise qualifies for derecognition, and introduced an accounting policy option to

derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain

conditions are met;

• clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and

governance (ESG

linked

)

features and other similar contingent features;

•

clarified the treatment of non

resource assets and contractually linked instruments; and

• requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent

event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive

incom

The amendments are effective for reporting periods beginning on or after 1 January 2026

impact of this new standard will be assessed

on (and applied to) the

Group

’s annual financial statements for the financial year ending 30

September

202

Annual Improvements to IFRS

Accounting Standards

—

Volume 11

During July 2024, the IASB issued

narrow amendments to IFRS Accounting Standards and accompanying guidance as part of its regular

maintenance of the Standards. These amendments, published in a single document Annual Improvements to IFRS

Accounting Standards—

Volume 11, include clarifications, simplifications, corrections and changes aimed at improving the consistency of several IFRS Accounting

Standards.

The amendments are:

• IFRS 1 First-time Adoption of International Financial Reporting Standards;

• IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

• IFRS 9 Financial Instruments;

• IFRS 10 Consolidated Financial Statements; and

•

IAS 7

Statement of Cash Flows

The amendments are effective for

reporting periods beginning on or after 1 January 2026

impact of this new standard will be assessed

on (and applied to) the

Group

’s annual financial statements for the financial year ending 30

September

202

(continued)

2.4.

BASIS OF CONSOLIDATION

The

consolidated financial statements include, on a line

line basis, the financial statements of all subsidiaries.

The following policies have

been applied during the consolidation process:

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists where the Group is exposed, or has rights to variable retur

ns from its

involvement with the entity and has the ability to affect those returns through its power over the investee. The financial statements of

subsidiaries are included in the consolidated financial statements from the date on which the control commenced until the date on which

control cease

Transactions eliminated on consolidation

Intra

group balances and transactions and any unrealised income and expenses

arising from intra

group transactions are eliminated in

preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent

that there is no evidence of impairment.

Foreign operations

As at the reporting date

and

on consolidation, the assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments

arising on acquisition, are translated into the presentation currency of the Group (US$) at the rate of exchange ruling at the reporting date

and their statements of comprehensive income are translated at the weighted monthly average exchange rate for the period. The exchange

differences arising in the translation on consolidation are recognised in other comprehensive income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

2.4.

BASIS OF CONSOLIDATION

(continued)

Foreign operations

(continued)

Non

current m

onetary assets

that are receivable from a foreign subsidiary and for which settlement is neither planned nor likely to occur in

the foreseeable future, forms part of the net investment in a foreign operation and the resulting exchange differences are recognised in other

comprehensive income. The repayment of such a balance is not considered to be a partial disposal and the cumulative exchange differences

recognised in other comprehensive income is not reclassified to profit and loss, until the foreign entity is disposed o

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates

at the dates of

the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional

currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised

cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised

cost in foreign currency translated at the exchange rate at the end of the year.

Non

monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the fun

ctional

currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in

terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on

retranslation are recognised in profit or loss.

Foreign currency gains and losses are reported on a

net basis.

USE OF JUDGEMENTS AND ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS

Accounting Standards

requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income

and expenses and the accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are

based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which

form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of

the revision and future periods if the revision affects both current and future periods. Judgements and estimates made by management in

the application of IFRS Accounting Standards that have a significant effect on the consolidated financial statements and major sources of

estimation uncertainty are disclosed in the note relevant to the specific judgement or estimate. Management considers the following

judgement and estimates to be the most significant:

Note 12

–

Tax:

Corporate income t

ax rate applicable to Zimbabwean subsidiaries and transfer pricing

Note 14

–

Property, plant and equipment: Impairment of assets

Note 24

–

Provisions: Provision for rehabilitation and

provision for

disputed

mining

royalty

OPERATING SEGMENTS

Accounting policy

Operating segments, and the amounts of each segment item reported in the consolidated financial statements, are identified fr

om the financial

information provided regularly to the Group’s management for the purposes of allocating resources to, and assessing the performance of,

the Group’s various lines of business and geographical locations. The Board of Directors is of the view that the Group had four operating

segments during the reporting period, the PGM segment, the chrome segment, the agency and trading segment and the manufacturing

segment. The following is a description of the Group’s current principal activities separated by reportable segment, from which the Group

recognises its rev

enue.

PGM segment

The PGM segment principally generates revenue from the sale of PGM concentrate, which consists of the sale of platinum, palla

dium,

rhodium, gold, ruthenium, iridium, nickel and copper. The Group enters into off-take agreements with customers for the supply of PGM

concentrate.

Chrome segment

The Group currently produces metallurgical chrome concentrate and specialty chrome concentrates. It generates revenue from th

e sale of

these products. The chrome market is typically a ‘spot’ market. The Group enters into short-term sale contracts. The Group also enters into

long

term volume off

take agreements for the supply of chrome concentrates.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

OPERATING SEGMENTS

(continued)

Accounting policy

(continued)

Agency and trading segment

The Group

operates a third party chrome plant and markets and sells the chrome concentrate produced at this plant. The Group determines

whether it acts as principal or agent by assessing whether the Group controls the transaction and what its performance obligations are.

Considerations to determine control include whether the Group provides the performance obligation itself, the Group is primarily responsible

for fulfilling the promise to provide the specified chrome concentrates, the Group has inventory risk before the specified products are

transferred to the customer and the Group determines the selling price. In the absence of any of the aforementioned factors, control of the

transaction may be doubtful and the Group would recognise the margin achieved in revenue as an agent. The Group believes that these

factors are present and consequently the Group acts as principal. Metallurgical chrome concentrates are produced at this plant. The Group

enters into short

term contracts for the sale of these chrome concentrates.

From time

time the Group enters into t

hird

party logistics, third

party trading and third party chrome operations

transactions which are

aggregated together as the agency and trading segment.

Manufacturing segment

The Group

manufactures and sells mining and mineral processing equipment which represents the manufacturing segment.

For management purposes, the chief operating decision maker of the Group, being the executive directors of the Company and th

e executive

directors of the subsidiaries, reports its results per segment in order to assist them in making decisions regarding resource allocation as well

as enabling them to evaluate performance

Segment performance is evaluated on a PGM ounce

production and sales basis and a chrome concentrate tonnes p

roduction and sales

basis. The agency and trading segment performance is evaluated on third-party chrome concentrate tonnes production and sales basis.

Third-party logistics, third-party trading and third party chrome operations are evaluated individually but aggregated together as the agency

and t

rading segment. For the manufacturing segment, performance is evaluated on sales and gross profit basis.

The Group’s administrative costs, financing (including finance income and finance costs) and income taxes are managed on a gr

oup basis

and are not allocated to a segment.

Due to the in

tegrated

nature of the Group’s PGM and chrome concentrate production processes, assets are reported on a consolidated basis

and cannot necessarily be allocated to a specific segment. Consequently, assets are not disclosed per segment in the segmenta

l information.

PGM

Chrome

Agency and

trading

Manufacturing

Total

202

US$’000

Revenue

154

541

491

274

535

044

721

394

Cost of sales

Manufacturing costs

(110

808)

(225

736)

(44

696)

575)

(385

815)

Selling costs

(554)

(96

155)

(11

521)

(108

230)

Freight services

(36

395)

345)

(42

740)

(111

362)

(358

286)

(62

562)

575)

(536

785)

Gross profit

179

132

988

973

469

184

609

202

Revenue

198

498

389

972

961

462

649

893

Cost of sales

Manufacturing costs

(153

267)

(176

903)

(37 275)

372)

(371

817)

Selling costs

(550)

(78

713)

002)

(88

265)

Freight services

(32

133)

347)

(36

480)

(153

817)

(287

749)

(50

624)

372)

(496

562)

Gross profit

681

102

223

337

090

153

331

The shared costs relating to the manufacturing of PGM and chrome concentrates are allocated to the relevant operating

segments based on

the relative sales value per product on an ex-works basis. During the year ended 30 September 2024, the relative sales value of chrome

concentrates increased compared to the relative sales value of PGM concentrate compared to the comparative year and consequently the

allocation basis of shared costs was revised to 32.0% for PGM concentrate and 68.0% for chrome concentrates. The allocation basis of shared

costs was 45.0% (PGM concentrates) and 55.0% (chrome concentrate) for the year ended 3

0 September 2023.

Cost of sales includes a charge for the write off of property, plant and equipment

totalling US$1.9 million (2023

: US$

3.2

million) which mainly

relates to mining equipment. The write off has been allocated to the PGM and chrome segments in accordance with the allocation basis of

shared costs as described in the preceding paragraph. Refer to the consolidated statement of profit or loss for a reconciliation between the

gross profit and net profit after tax.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

OPERATING SEGMENTS (continued)

Geographical information

The following table sets out information about the geographical location of:

(i)

the Group's revenue from external customers and

(ii)

the Group's property, plant and equipment

and

intangible assets (‘specified non

current assets’).

The geographical location analysis of revenue from external customers is based on the country of establishment of each custom

er. The

geographical location of the specified non-current assets is based on the physical location of the asset in the case of property, plant and

equipment and intellectual property and the location of the operation to which they are allocated in the case of goodwill.

(i)

Revenue from external customers

PGM

Chrome

Agency and

trading

Manufacturing

Total

202

US$’000

South Africa

154

541

892

752

022

228

China

237

107

881

291

988

Singapore

147

207

147

Hong Kong

245

902

147

United Arab Emirates

823

Other countries

154

541

491

274

535

721

394

202

South Africa

198 498 47 365 3 686 5 081 254 630

China

- 170 659 52 275 - 222 934

Singapore

133 103 - - 133 103

Hong Kong

17 313 - - 17 313

Australia

5 381 - - 5 381

United Arab Emirates

16 029 - - 16 029

Japan

122 - - 122

Other countries

- - 381 381

198

498

389

972

961

462

649

893

Revenue represents the sales value of goods supplied to customers, net of value

added tax. The following table summarises sales to customers

with whom transactions have individually exceeded

5.0% (2023: 5

.0%

)

of the Group's revenues.

202

Segment

US$’000

Segment

US$’000

Customer 1

Chrome

147

207

PGM

128

131

Customer 2

PGM and agency and trading

108

789

Chrome

118

978

Customer 3

Chrome and agency and trading

314

Chrome and Agency and trading

187

Customer 4

Chrome

945

Chrome and Agency and trading

854

Customer 5

Chrome and agency and

trading

292

PGM

543

Customer

PGM

158

Chrome and Agency and trading

100

Customer 7

Chrome and agency and trading

576

202

(ii)

Specified non

current assets

US$’000

South Africa

437

997

346

389

Zimbabwe

345

721

263

656

Cyprus

8 178

204

791

896

611

249

Non

current assets

comprises

property, plant and equipment

and

intangible assets.

Judgement and estimates

Third

party logistics, third

party trading and

third

party

chrome operations are evaluated individually but aggregated together as the agency and

trading segment. The Group believes that the nature of these operations are similar and it will be impractical to report on these operations

individually.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

REVENUE

Accounting policy

Sales revenue is recognised on individual sales when control transfers to the customer. Control transfers to the customer upo

n satisfaction

of performance obligations within each contract. In most instances, control passes and sales revenue is recognised when the product is

delivered to the vessel or vehicle on which it will be transported to the destination port or the customer’s premises. There may be

circumstances when judgment is required based on the five indicators of control below:

• The customer has the significant risks and rewards of ownership and has the ability to direct the use of, and obtain substantially all of

the remaining benefits from the good or service.

• The customer has a present obligation to pay in accordance with the terms of the sales contract. For shipments under the Incoterms

Cost, Insurance and Freight (‘CIF’) this is generally when the ship is loaded, at which time the obligation for payment is for both product

and freight.

• The customer has accepted the asset. Sales revenue may be subject to adjustment if the product specification does not conform to

the terms specified in the sales contract but this does not impact the passing of control.

•

The customer has legal title to the asset. The Group usually retains legal title until payment is received for credit risk pu

rposes only.

• The customer has physical possession of the asset. This indicator may be less important as the customer may obtain control of an

asset prior to obtaining physical possession, which may be the case for goods in transit.

Revenue is presented net of Value Added Tax, rebates and discounts and after eliminating intergroup sales.

PGM revenue

Revenue from the sale of PGM concentrate is recognised based on the quantity of PGM concentrate delivered, prevailing market

prices

and exchange rates, when delivered to the customers in terms of the off-take agreements. Revenue recognised includes variable

consideration as revenue is subject to quality and quantity adjustments, final pricing and currency adjustments after the beneficiation

process is completed. Final pricing incurs at the latest 109 days after delivery. Revenue recognised is adjusted for finally determined quality,

quantity and spot rates, which are estimated based on prevailing market information and recognised as a separate component within

revenue. Adjustments to the sale price occur based on movements in the metal market prices and exchange rates up to the date of final

pricing.

Any subsequent changes that arise due to differences between initial and final assay are still considered within the scope of

IFRS

15 and

are subject to the constraint on estimates of variable consideration. When considering the initial assay estimate, the Group has considered

the requirements of IFRS 15 in relation to the constraint on estimates of variable consideration. It will only include amounts in the calculation

of revenue where it is highly probable that a significant revenue reversal will not occur when the uncertainty relating to final

quantity/assay/quality is subsequently determined.

Consequently, at the time the concentrate passes to the customer, the Group will

recognise a receivable as from that time it considers it

has an unconditional right to consideration. This receivable is accounted for in accordance with IFRS 9.

The provisional pricing features means the concentrate receivable fails to meet the requirements to be measured at amortised

cost. Instead,

the entire receivable is measured at fair value, with subsequent movements being recognised in profit or loss (

refer

to note 2

Chrome and agency and trading revenue

Revenue arising from chrome concentrate sales under short

term sale contracts and off

take agreements is recognised when the chrome

concentrate is delivered and a customer takes control of the chrome concentrate. Revenue is recognised based on the sale price in terms

of the contract, the quantity delivered and the quality as determined by an independent survey. Export sales may, as specified in the

contract, be subject to a final survey upon arrival at destination port. Revenue recognised for export sales is adjusted for expected final

quality and quantity

adjustments, which are estimated based on historical data for similar transactions.

The majority of the Group’s metallurgical chrome concentrate is exported. For these export sales, the point of

revenue recognition is

dependent on the contract sales terms, known as the International Commercial Terms (‘Incoterms’). For the Incoterms Cost, Insurance and

Freight (‘CIF’) the seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination. This

means that the Group is responsible (acts as principal) for providing shipping services and, in some instances, insurance after the date at

which control of goods passes to the customer at the loading port.

Consequently, the freight service on export commodity contracts with CIF Incoterms represents a separate performance obligati

on as

defined under IFRS 15 and as such, a portion of the revenue earned under these contracts, representing the obligation to perform the

freight service, is deferred and recognised over time as the obligation is been fulfilled, along with the associated costs (refer to notes 21

and 2

Since separate performance conditions exist for export commodity contracts with CIF Incoterms, the Group allocates the transa

ction price

to the separate performance conditions on a relative stand-alone selling price basis. Observable information with specific reference to sea

freight costs is used for allocation of the transaction price.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

REVENUE

(continued)

Accounting policy: chrome and agency and trading revenue (continued)

The Group also provides inland logistics services to customers. These services include ad hoc

short

haul

logistics services. Revenue

from

ad hoc short-haul logistics services is recognised at a point in time as the performance obligation has been fulfilled which is the delivery of

the specified goods. Any earned consideration, which is conditional, will be recognised as a contract asset rather than a trade and other

receivable.

Payment terms and conditions vary by contract type and delivery method, although for

Free Carrier (‘FCA’)

sales terms generally include

a requirement of payment upon completion of delivery of the products. For export chrome concentrate transactions, payment terms vary

from 30 to 90 days, however, the Group obtains a letter of credit from a reputable bank in m

ost instances before shipment occurs.

In the instance where the timing of revenue recognition differs from the timing of invoicing, the Group has determined that d

ue to the short

term nature, the contracts with customers generally do not include a significant financing component. The primary purpose of the Group’s

invoicing terms is to provide customers with simplified and predictable ways of purchasing products, not to receive financing from customers

or to provide financing to customers. Similarly, due to the short-term nature of unearned revenue received, being less than 12 months. No

financing component exists in line with the

applied

practical expedient

in IFRS

Commissions recognised from costs to obtain a contract with a customer

The Group

applies the practical expedient according to IFRS 9 and consequently

recognises the incremental costs, arising from the

concluding of sale contracts, as expenses in cost of sales in the statement of profit or loss when incurred. Such commissions relate to the

chrome segment and are short

term in nature.

Manufacturing revenue

Revenue from the sale of mining equipment is recognised at the point in time when control of the asset is transferred to the

customer,

generally on delivery of the equipment at the customer’s location. The Group considers whether there are other undertakings in the contract

that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction

price for the sale of mining equipment, the Group considers the effects of variable consideration, existence of a significant financing

component, non

cash consideration, and consideration payable to the customer. Currently there aren’t any other undertakings.

PGM

Chrome

Agency and

trading

Manufacturing

Total

202

US$’000

Revenue recognised at a point in time

Variable revenue based on initial results

156

699

394

305

983

612

987

Quality and q

uantity adjustments

(633)

318)

104)

055)

Revenue based on

fixed selling prices

892

311

044

247

Revenue recognised over time

Freight services

395

345

740

Revenue from contracts with

customers

156 066 491 274 68 535 7 044 722 919

Fair value

adjustments (refer to note 3

)

525)

Total revenue

154

541

491

274

535

044

721

394

202

Revenue recognised at a point in time

Variable revenue based on initial results

218

843

313

648

737

582

228

Quality and quantity adjustments

289)

174)

(100)

563)

Revenue based on fixed selling prices

365

977

462

804

Revenue recognised over time

Freight services

133

347

480

Revenue from contracts with customers

213

554

389

972

961

462

664

949

Fair value adjustments (refer to note 3

)

(15

056)

(15

056)

Total revenue

198

498

389

972

961

462

649

893

During the year ended 30

September 202

, revenue from freight services

of US$

1.9

million (2023: US$2.

million) was recognised which was

classified as a contract liability at 30 September 202

3 (2023: 30 September 2022)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

REVENUE

(continued)

Judgements and estimates

A significant portion of the Group’s chrome revenue is derived from commodity sales for which the point of recognition is dep

endent on the

contract sales terms known as the International Commercial Terms (‘Incoterms’). Under Incoterms cost, insurance and freight (‘CIF’), the

seller is required to contract, and pay, for the costs and freight necessary to bring the goods to a named port of destinatio

Consequently, the Group believes that the freight service on export commodity contracts with CIF Incoterms represents a separ

ate

performance obligation as defined under IFRS 15 and as such, a portion of the revenue earned under these contracts, representing the

obligation to perform the freight service, is deferred and recognised

over time

obligation

fulfilled, along with the associated costs.

Since separate performance conditions exist for export commodity contracts with CIF Incoterms, the Group allocates the transa

ction price to

the separate performance conditions on a relative stand-alone selling price basis. Observable information with specific reference to sea freight

costs is used for allocation of the transaction price.

The determination of revenue from the sale of PGM concentrates from the time of initial recognition of the sale through to fi

nal pricing requires

management to re-estimate fair value of the price adjustment feature continuously. Management determines this with reference to actual spot

prices.

COST OF SALES

Mining

Processing

Manufacturing

Total

202

US$’000

Drill and blast

847

Load and haul

557

Diesel

496

000

496

Maintenance

584

257

841

Salaries and wages

255

183

985

423

Bonuses

103

849

022

Provident fund

contributions

285

727

132

144

Mining contractor*

543

Depreciation

322

851

162

335

Cost of commodities

390

207

597

rite off of property, plant and equipment

753

174

927

Utilities

758

476

171

405

Materials and consumables

500

212

712

Overheads

158

031

427

616

Contractor and equipment hire

192

218

235

051

127

447

185

367

683

State royalties

499

Change in inventories

–

finished products and ore

stockpile

633

Selling costs

108

231

Freight services

739

Cost of sales

536

785

Tharisa Minerals Proprietary Limited appointed a contractor to assist with

waste removal to ensure

sustainable access to the required

reef horizons.

Due to certain limitations on mining activities, Tharisa Minerals Proprietary Limited purchased ROM ore to maintain optimal p

lant

throughput.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

COST OF SALES

(continued)

Mining

Processing

Manufacturing

Total

202

US$’000

Drill and blast

097

Load and haul

614

Diesel

122

562

684

Maintenance

871

319

190

Salaries and wages

686

040

269

995

Provident fund contributions

145

474

129

748

Mining contractor

797

Depreciation

422

487

116

025

Cost of commodities

766

688

454

rite off of property, plant and equipment

208

Utilities

910

732

724

Materials and consumables

409

380

789

Overheads

797

606

396

799

Contractor and equipment hire

483

260

435

113

800

372

378

607

State royalties

714

Change in inventories

–

finished products and ore stockpile

(16

504)

Selling costs

265

Freight services

480

Cost of sales

496

562

OTHER INCOME

202

US$’000

Insurance proceeds received

229

497

Profit on disposal of property, plant and equipment

Reversal of credit loss allowance

114

Sundry sales

260

573

Consulting fees received

418

152

Rental income

–

as lessor

986

372

BASED PAYMENTS

Accounting policy

Equity settled share

based payments to employees are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant d

ate of the equity settled share

based payment is expensed on a straight

line basis over the vesting

period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in the equity

(retained earnings). At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to

vest. The amount recogni

ed as an expense is adjusted to reflect the revision of the original estimate.

Where the Company has the right to elect settlement either equity set

tled or cash settled, the share

based payment transactions will be

treated as equity settled share

based payments

as the Company does not have a present obligation to settle in cash

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

BASED PAYMENTS

(continued)

Conditional awards (‘LTIP’) is the grant of shares in the Company where the risks and rewards of share ownership will vest on

specific vesting

dates with the employee subject to certain conditions. LTIPs will vest at the third anniversary of the grant for the 2021, 2022 and 2023 awards.

The

award, on vesting, may at the election of the Company, be either cash

settled or share

settled as provided for in the rules of the Plan.

Appreciation rights (‘SARS’) is the grant of an award by the Company where the employee is, subject to certain conditions, en

titled to receive

the increase in the share value above the award price. The awards may be exercised at any time up to five years from the date of the grant.

The appreciation in value may, at the election of the Company, be either cash settled or share settled as provided for in the rules of the Plan.

No SARS were issued during the years ended 30 September 2024 and 30 September 2023.

At 30 September 202

, the

Company

had the following

three

based payment arrangements

with the corresponding performance

conditions

Eighth award

2021

Ninth award

2022

Tenth award

2023

Vesting period

Grant date

8 Dec 2021

16 Jan 2023

14 Dec

2023

Vesting date

8 Dec 2024

16 Jan 2026

14 Dec 2026

Performance conditions

Weighting

Actual PGM production compared to market guidance

33.33%

20%

Actual chrome production compared to market guidance

33.33%

20%

Achievement of Karo Platinum project deliverables

20%

Actual three

year rolling return on invested capital exceeding the

actual three

year rolling weighted cost of capital

11.11%

20%

Performance against environmental plan to reduce

carbon

emissions by 30% by 2030

11.11%

10%

Achievement of Vision 2025

11.12%

10%

Eighth to tenth awards

These awards comprise of LTIPs only with the measurement periods being aligned to the Group’s financial year

end of 30

September. The

awards will vest on the third anniversary of the grant date. The three-year vesting period is divided into three annual measurement periods

at 30 September, the result of each being aggregated at the end of the vesting period to determine the final vesting percentage. The vesting

of these awards is subject to continued employment in good standing, achievement of the performance conditions (set out above) and the

following

additional

conditions:

• The award will be reduced in each annual measurement period by one-third for each fatality that occurred during that measurement

period.

• For avoidance of doubt, if any performance condition is not met in any annual measurement period and consequently is forfeited

(either wholly or partially) as a result of failure to achieve the performance condition, but the performance condition is achieved in

subsequent measurement periods the award will vest for that period as provided.

• The awards are subject to the rules governing the Plan and the final discretion of the Tharisa plc Remuneration Committee will

prevail should there be any discrepancy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

BASED PAYMENTS (continued)

First

measurement

period

Second

measurement

period

Third

measurement

period

2021 eighth award

US$

1.52

US$1.52

2022 ninth award

US$0.92

2023 tenth award

US$0.51

The fair value at grant date of the LTIP awards was determined by present valuing the share price on grant date less the expe

cted dividends

and by using the

following inputs

LTIP 2023 tenth

Award

LTIP 2022 ninth

Award

LTIP 2021 eighth

Award

Spot price

ZAR14.50

ZAR20.10

R27.00

Exchange rate ZAR:US$

18.30

17.00

15.71

Dividend yield

14.55%

8.18%

4.16%

isk

free interest rate

(swap yield curve)

7.48%

7.35%

5.76%

Forfeiture assumption

1.43%

The dividend

yield was calculated by using forecast dividends which

were estimated using a combination of broker consensus forecasts,

historical dividend data, and

the Company’s

view of the future

dividends.

The swap yield curve was independently constructed using a bootstrapping methodology together with a combination of traded mo

ney

market,

FRA and swap rate inputs

This adjustment is made with reference to the percentage of employees that are not expected to fulfil the service based vesti

ng conditions

prior to the vesting dates

, taking into account the forfeiture assumption b

ased on

participants’ employee turnover histor

An expense of US$4.4 million (2023: US$2.0 million) was recognised in profit or loss.

A reconciliation of the movement in the Group's LTIP in the period under review is as follows:

2024

Opening balance

Allocated

Vested

Forfeited

Total

LTIP

Ordinary shares

978 371

171

870

(

2 991

628

)

613

2023

LTIP Ordinary shares

989

475

210

076

(287

476)

933

704)

978

371

Forfeits includes LTIPs awarded to employees that left the employment of the Group and forfeits relating to the interim measu

rement periods.

SARS

o SARS were issued during the years ended 30 September 202

and 30 September 202

3 and consequently no expense was recognised

during these periods. In terms of previous awards, employees may exercise the SARS within five years from the grant date. During the year

ended 30 September 2024, the sixth award was amended to allow employees an additional year to exercise these awards. Consequently the

expiry date of this award is 30 June 2025. Number of SARS vested, not yet exercised:

Award

date

Expiry date

30 June 20

–

sixth award

30 June 202

191

377

193 009

umber of share options exercised during the

year

632

729 914

Weighted average

share price of options exercised during the year

ZAR16.51

ZAR2

Judgements and estimates

The

Company

measures the cost of equity

settled transactions with employees by reference to the fair value of the equity instruments at the

date at which they are granted. The fair value is determined by present valuing the share price on grant date less the expected dividends and

by using a Binomial Tree model

, using the

aforementioned assumptions.

LTIP v

aluation of share award at grant

date:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

OTHER OPERATING EXPENSES

202

US$’000

Directors and staff costs

Non

xecutive

irectors (

refer to note 11)

627

637

Employees:

salaries

737

889

bonuses

288

920

provident

fund, medical aid and other contributions

686

690

338

136

Fees paid to external auditors

–

external audit services

889

765

Fees paid to external auditors

–

tax compliance

services

Bank charges and

related fees

474

732

Consulting and business development cost

098

249

Consumables and r

epairs and maintenance

177

751

Corporate and social

investment

609

480

Depreciation

of property, plant and equipment

Amortisation of intangible assets

Equity

settled share

based payment expense

388

999

Expected credit loss allowance

Health and safety

352

277

Insurance

460

088

Legal and professional

225

563

Listing fees and investor relations

439

455

Office administration, rent and utilities

324

046

Research and development

028

247

Security

738

406

Telecommunications and IT related

550

245

Training

879

514

Travelling and accommodation

769

590

Write offs of property, plant and equipment

246

Sundry

412

422

Average number of employees

422

290

10.

FINANCE INCOME AND FINANCE COSTS

Accounting policy:

inance income

Finance income comprises interest income on funds invested. Interest income is recognised in profit or loss as it accrues usi

ng the effective

interest

rate

method.

Accounting policy:

inance costs

Finance costs comprise interest expense on

borrowings

and

unwinding of the discount on provisions. Borrowing costs that are not directly

attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest

rate

method.

202

US$’000

Finance income

Interest received

banks

020

Interest received

South African Revenue Services

Interest received financial assets

(note 17)

569

597

772

Finance costs

Interest expense borrowings

(note 25)

(

774

)

(

460

)

Borrowing costs cap

italised

(note 14)

592

880

Interest expense

South African Revenue Services

(84)

(14)

mortisation of

transaction costs of

unutilised borrowing facilities

(513)

(

56)

Interest expense other

(110)

(65)

Unwinding of present value

rehabilitation

provision (

note 24)

989)

186)

(11

878)

101)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

11.

DIRECTORS REMUNERATION

The

remuneration of the Directors is set out in the following tables:

Directors’

fees

Salary

Bonus

Expense

allowance

based

payments

Provident

fund and

risk benefits

Total

202

US$’000

Executive directors

LC Pouroulis

808

186

994

P Pouroulis

580

165

802

MG Jones

450

117

601

Non

executive directors

JD Salter

162

A Djakouris

OM Kamal

C Bell

122

R Davey

104

G Zvaravanhu

C Hao***

SWM Lo

Total

627

838

468

024

2023

Executive directors

LC Pouroulis

772

157

230

159

P Pouroulis

555

129

211

946

MG Jones

432

165

723

Non

executive directors

JD Salter

163

Djakouris

104

OM Kamal

C Bell

122

R Davey

104

SWM Lo

ZL Hong

****

Total

637

759

383

606

465

Resigned on 21 February 2024

***

Appointed on 1 October 2023

Appointed on 21 February 2024

****

Resigned on 30 September 2023

These salaries were paid by the Company and subsidiaries by which the directors are employed (Braeston

Proprietary Limited and

Dinami Limited).

Directors’ share awards

Details of each plan are

disclosed in note 8. N

Executive

Directors are not entitled to participate in the Group’s share award plan. The

number of LTIP

awarded to the Executive Directors are set out in the following tables:

202

Opening balance

Allocated

Vested

Forfeited

Total

Pouroulis

476

375

(305

681)

170

694

P Pouroulis

572

504

727

859

(369

995)

930

368

MG Jones

880

933

395

867

(208

628)

068

172

929

812

123

726

(884

304)

169

234

202

LC Pouroulis

860

710

808

473

(38

562)

(154

246)

476

375

P Pouroulis

898

038

886

354

(42

378)

(169

510)

572

504

MG Jones

512

824

483

377

(23

054)

(92

214)

880

933

271

572

178

204

(103

994)

(415

970)

929

812

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

12.

TAX

Accounting policy

Income tax comprises current and deferred taxes. Income tax is recognised in profit or loss

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted

at the

reporting

date, and any adjustments to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for fin

ancial reporting

purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to

temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting d

ate.

All deferred tax

assets, to the extent that it is probable that future taxable profits will be available against which the asset can be utilis

ed,

are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from deductible temporary differences

include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same

taxation authority and the same taxable entity, and are expected to reverse either in the same period as the expected reversal of the

deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The

same criteria are adopted when determining whether existing taxable temporary differences support the recognition of deferred tax assets

arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and

the same taxable entity, and are expected to reverse in a peri

od, or periods, in which the tax loss or credit can be utilised.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and

assets, and they relate

to income taxes levied by the same tax authority on the same taxable entity. Deferred tax assets are reviewed at each reporting date and

are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income taxes arise from the distribution of dividends

which

are recognised at the same time as the

right to receive

/pay

established.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and

whether

additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements

about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of

existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determi

nation is made.

202

US$’000

Corporate income tax

Cyprus

–

current year

956

760

Cyprus

–

prior year under provision

South Africa

–

current year

21 552

South Africa

–

prior year

(over)/

under provision

(124)

739

26 051

Deferred tax: originating and reversal of

temporary differences (note 18)

693

609

Deferred tax

–

prior year under provision (note 18)

156

128

737

Special contribution for defence in Cyprus

227

118

Dividend withholding tax

520

658

Tax charge

564

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

12.

TAX (continued)

The entities within the Group are taxed in the countries in which they are incorporated and operate at the relevant tax rates

as follows:

Country

202

Cyprus

12.5%

South Africa

.0%

27.0%

Zimbabwe

15.0%

Guernsey

0.0%

China

25.0%

Cypriot income tax rate

South African income tax rate

Reconciliation between tax charge and accounting

202

profit at applicable tax rates

US$’000

Profit before tax

117

679

114

340

117

679

114

340

Notional tax on profit before tax, calculated at the

Cypriot/South African income tax rate of 12.5%/27.0%

(202

: 12.5%/2

.0%)

293

773

872

Tax effects of:

Different tax rates from the standard Cypriot/South

African income tax rate

455

631)

069)

Tax exempt income

Fair value adjustments

(1)

887)

(3)

076)

Interest received

(432)

(223)

(934)

(481)

Currency gains

(73)

(800)

(157)

727)

Assessed losses utilised

(14)

(29)

Other

(6)

(14)

(12)

Non

deductible expenses

Investment related expenses

726

574

569

239

Interest paid

273

115

589

248

Currency losses

789

704

Capital expenses

874

506

889

093

Other

Special contribution for defence in Cyprus

190

118

410

256

Dividend withholding tax

current year

preference

dividends

520

658

1 123 1 420

Dividend withholding tax

accrued

dividends

Deferred tax

unremitted distributable reserves of

foreign subsidiaries

473

620

182

339

Prior year under provision of current income tax

214

124

Deferred tax not

raised: assessed losses

224

483

Recognition of deemed interest income for tax purposes

192

222

414

480

Tax charge

564

These adjustments are tax effected at 12.5% (Cyprus) compared to 27.0% (South

Africa) and therefore result in different amounts adjusted.

Under certain conditions interest income may be subject to defence contribution at the rate of 30.0% in Cyprus. Such interest

income is treated

as non-taxable in the computation of corporation taxable income. In certain instances, dividends received from abroad may be subject to

defence contribution at the rate of 17.0%.

In terms of the Double Taxation Agreement between Cyprus and South Africa, dividend withholding tax at a rate of 5.0% (202

: 5.0%) is

charged on dividends declared by the Company’s South African subsidiaries. The Group’s consolidated effective tax rate for the year ended

30 September 202

was

29.8

% (202

: 2

%).

Other than Cyprus and South Africa, no provision for tax in other jurisdictions was made as these entities either sustained l

osses for taxation

purposes or did not earn any assessable profits. At 30 September 2024, the Group had unutilised tax losses of US$170.0 million (2023:

US$71.5 million) available for offset against future taxable income. No deferred tax asset has been raised as it is doubtful whether future

taxable profits will exist for offset against these tax losses. The tax losses don’t expire pr

ovided that the entity remains operational.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

12.

TAX

(continued)

Transfer pricing

During the year ended 30 September 2024, the Group received an audit finalisation letter from SARS for Tharisa Minerals Propr

ietary Limited’s

(‘Tharisa Minerals’) 2018 and 2019 years of assessments, adjusting the margins charged by Tharisa Minerals on its cross-border transactions

with Arxo Resources Limited. SARS contends that the taxable income of Tharisa Minerals for these years has been understated which resulted

in reduced income tax paid to SARS. SARS has assessed Tharisa Minerals for additional income tax, penalties and a deemed dividend tax

totalling US$12.3 million (ZAR233.0 million). The Group has requested a suspension of payment and is in the process of filing its objection

against the assessment, however, there is uncertainty on the outcome of the objection process which could lead to a possible outflow of

resources. The Group believes that its objection to the SARS assessment will be successful. Accordingly, the estimate of the contingent

amount payable has not been provided for.

Judgement and estimates: taxes

Judgement is required in determining the liability for income taxes due to the complexity of legislation. There are many tran

sactions and

calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for

anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is

different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in

which such determination is made.

The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that

the

deductible

temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the Company

to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash

flows from operations and the application of existing tax laws.

Judgement and estimates

Zimbabwean tax rate

Karo Platinum (Private) Limited

(‘Karo Platinum’)

, Karo Zimbabwe Holdings (Private) Limited

(‘Karo Zimbabwe’)

and Salene Chrome

Zimbabwe (Private) Limited (‘Salene’) have been awarded a Special Economic Zone Licence (‘SEZ’) which stipulates a 15.0% corporate tax

rate. Subsequent to being granted the SEZ, legislation was amended stipulating that mining companies were not eligible for the SEZ benefits.

The Group obtained legal advice confirming that the legislation cannot be applied retrospectively. The Group has also engaged with regulatory

authorities and is expecting a favourable outcome. Accordingly, while the standard Zimbabwean corporate tax rate is 24.72%, Karo Zimbabwe,

Karo Platinum and Salene have applied the SEZ corporate tax rate of 15.0%.

Judgement and estimates: most meaningful tax rate

IAS 12 requires entities to disclose a tax rate reconciliation

to enable users to understand whether the relationship between the accounting

profit and taxation is unusual and to understand significant factors that could affect that relationship in the future. In preparation of the tax rate

reconciliation, entities select a most meaningful tax rate to which the profit before tax is applied and to which the tax charge for the year is

then reconciled. The Group previously selected the Cyprus corporate income tax rate as the most meaningful tax rate. Since the majority of

the Group’s profits are currently earned in South Africa, management considers that it is appropriate to include a tax rate reconciliation for

which the South African income tax rate is select

ed as the most meaningful tax rate.

13.

EARNINGS PER SHARE

The calculation of basic and diluted earnings per share and headline and diluted headline earnings per share has been based o

n the

profit attributable to the ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding.

Treasury shares are excluded from the weighted average number of ordinary shares outstanding. Allocated unvested conditional

awards (‘LTIP’), granted to employees at no cost in terms of the LTIP 2021 Award (first, second and third measurement periods),

LTIP 2022 Award (first and second measurement periods) and the LTIP 2023 Award (first measurement period) that are still in

employment within the Group at year-end, with the remaining vesting condition being to remain in employment as at the third anniversary

of the grant date, result in a potential dilutive impact on the weighted average number of issued ordinary shares and have been included

in the calculation of dilutive weighted average number of issued ordinary shares. Vested SARS issued to employees at award prices

higher than the share price at 30 September were excluded from the calculation of diluted weighted average number of issued ordinary

shares because its effect would be anti-dilutive.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

13.

EARNINGS PER SHARE

(continued)

202

Basic and diluted earnings per share

Profit for the year attributable to ordinary shareholders (US$’000)

235

Weighted average number of issued ordinary shares for basic

and headline earnings

per share ('000)

299

072

299

816

Dilutive impact of LTIP (‘000)

419

896

Weighted average number of issued ordinary shares for diluted

basic and diluted headline earnings

per

share ('000)

307

491

302

712

Earnings per share

Basic (US$ cents)

27.7

27.4

Diluted (US$ cents)

27.0

27.2

Headline and

diluted headline earnings per share

Headline earnings for the year attributable to ordinary shareholders (US$’000)

811

Headline earnings per share (US$ cents)

28.

28.3

Diluted h

eadline earnings per share (US$ cents)

27.4

28.0

Reconciliation of profit to headline earnings

2024

2023

Gross

US$’000

Net

US$’000

Gross

US$’000

Net

US$’000

Profit attributable to ordinary shareholders

82 235

Adjustments:

Write off

of property, plant and equipment

942

418

454

590

Insurance proceeds received

(229)

(167)

Profit

on disposal of property, plant and equipment

(57)

(42)

(18)

(14)

Headline earnings

811

14.

PROPERTY, PLANT AND

EQUIPMENT

Accounting policy

Mining assets and infrastructure

Mining assets and infrastructure typically include those costs incurred for the development of the mine, including the design

of the mine

plan, constructing and commissioning the facilities and preparation of the mine and necessary infrastructure for production. The mine

development phase generally begins after completion of a feasibility study and ends upon the commencement of commercial production.

Mining assets are measured at cost less accumulated depreciation and less any accumulated impairment losses. Expenditure, including

evaluation costs, incurred to establish or expand productive capacity, to support and maintain that productive capacity prior to the

commencement of commercial levels of production, are capitalised to assets under construction and transferred to mining assets and

infrastructure when the mining venture reaches commercial production. Maintenance costs incurred to maintain current production are

expensed.

The

arisa Mine’s (South Africa)

remaining useful life of mine and infrastructure

based on the remaining open pit life of mine and excluding

future potential underground development, is currently

estimated to be 1

(202

: 1

years) years.

Deferred stripping costs

All

stripping costs incurred (costs incurred in removing overburden to expose the reef) during the production phase of a mine are

treated

as variable production costs and as a result are included in the cost of inventory during the period in which the stripping costs are incurred.

However, any costs of overburden stripping in excess of the expected open-pit life average stripping ratio are deferred. Any costs deferred

are capitalised to property, plant and equipment

provided all the following conditions are met

• it is probable that the future economic benefit associated with the stripping activity will be realised;

• the component of the ore body for which access has been improved can be identified; and

•

the costs relating to the stripping activity associated with the improved access can be reliably measured

If all of the criteria are not met, the production stripping costs are charged to the consolidated statement of

profit or loss

they are incurred.

This deferred stripping asset is depreciated using the units of production method over the expected useful life of the identified component

of the ore body that becomes more accessible as a result of the stripping activity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT

(continued)

Accounting policy (continued)

General

ssets are initially measured at cost and

are subsequently measured at cost less accumulated depreciation and less any accumulated

impairment losses. The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate portion of normal

production overheads. Directly attributable expenses relating to major capital projects and site preparation are capitalised until the asset is

brought to a working condition for its intended use. These costs include dismantling and site restoration costs. Administrative and other

general overhead costs are expensed as incurred. Purchased software that is integral to the functionality of the related equipment is

capitalised as part of that equipment.

Borrowing costs directly attributable to the construction or acquisition of

qualifying assets are capitalised directly to the cost of the qualifying

asset. To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, these borrowing costs shall be

determined as the actual borrowing costs incu

rred on that borrowing.

Where an item of property, plant and equipment comprises major components with different useful lives, the components are acc

ounted for

as separate items of property, plant and equipment.

Expenditure incurred to replace a

component of an item of property, plant and equipment that is accounted for separately, including major

inspection and overhaul expenditure, is capitalised when the costs can be reliably measured and if it is probable that the future economic

benefits embo

died within the component will flow to the Group. The carrying amount of the replaced component, if any, are derecognised.

Maintenance and day to day servicing and repairs, which neither materially add to the value of assets nor appreciably

prolong their useful

lives, are recognised in profit or loss.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the

net

proceeds from disposal with

the carrying amount of the item and are recognised in profit or loss.

Depreciation

Depreciation of mineral rights and mining assets and infrastructure is calculated using the units-of-production method based on estimated

economically recoverable proved and probable mineral reserves. Proved and probable reserves reflect estimated quantities of economically

recoverable resources which can be recovered in the future from known mineral deposits. Depreciation is first charged on mining assets and

infrastructure from the date on which they are available for use.

Mining fleet is depreciated using the units

production method based on estimated achievable machine hours.

For other property, plant and equipment, depreciation is recognised in profit or loss on a straight

line basis at rates that will reduce the

carrying amounts to estimated residual values over the estimated useful lives of the assets. Leasehold improvements on premises occupied

under leases are expensed over the shorter of the lease term and the useful lives.

Depreciation, unless

otherwise stated, is calculated as follows:

•

buildings at 10.0% pa

•

motor vehicles at 20.0% pa

•

computer equipment and software at 33.3% pa

• office equipment between 10.0% and 33.3% pa

•

furniture at 20.0% pa

No depreciation is provided on freehold

land and mine development assets under construction.

Depreciation methods, residual values and

useful lives are reviewed at least annually, and adjusted prospectively if appropriate, at each reporting date.

Exploration and evaluation

expenditure

All exploration and evaluation expenditure, prior to obtaining the legal rights to explore a specific area, is recognised in

profit or loss. After

the legal rights to explore are obtained, exploration and evaluation expenditure, comprising the costs of acquiring prospecting rights and

directly attributable exploration expenditure, is capitalised as a separate class of property, plant and equipment, on a project-by-project basis,

pending determination of the technical feasibility and commercial viability.

The technical feasibility and commercial viability of extracting a mineral resource is generally considered to be determinabl

e through a

feasibility study and when proven reserves are determinable to exist. Upon determination of proven reserves, exploration and evaluation

assets attributable to those reserves are first tested for impairment and then reclassified to another appropriate class of property, plant and

equipment. Subsequently, all costs directly incurred to prepare an identified mineral asset for production are capitalised to mine development

assets. Amortisation of these assets commences once these assets are available for use. These assets will be measured at cost less

accumulated amortisation and impairment losses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT

(continued)

Accounting policy

Minerals reserve

The estimation of reserves impacts the amortisation of property, plant and equipment, the recoverable amount of property, pla

nt and equipment

and the timing of

rehabilitation expenditure.

Factors impacting the determination of proved and probable reserves

include

•

commodity prices;

•

the grade of mineral reserves;

• operational issues at the mine; and

•

the reliability of the measurement of the fair value or

cost of the asset.

The carrying amounts of the Group's non

financial assets are reviewed at each reporting date to determine whether there is any indication of

impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying

amount of an asset or its related CGU exceeds its recoverable amount. A CGU is the smallest identifiable asset group that generates cash

flows that are largely independent from other assets and groups. Impairment losses are recognised in profit or loss. Impairment losses

recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs (group of units) and

then, to reduce the carrying amount

of the other assets in the CGU (group of units) on a pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assess

ing value in use,

the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments

of the time value of money and the risks specific to the assets. For the purpose of impairment testing, assets that cannot be tested individually

are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash

inflows of the other assets of the CGU.

Impairment losses recognised in prior periods are assessed at each

reporting date for any indication that the loss has decreased or no longer

exists. An impairment loss is reversed through profit or loss if there has been a change in the estimates used to determine the recoverable

amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would

have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

eases

The Group recognises a

right

use asset at the commencement date of the contract for all leases conveying the right to control the use of

identified assets for a specified period. The commencement date is the date on which a lessor makes an underlying asset available for use

y the lessee.

The right

use assets are initially measured at cost, which comprises the amount of initial measurement of the lease liability adjusted

for

any lease payments made at or before the commencement date plus any initial direct costs incurred by the lessee and an estimate of costs

to be incurred by the lessee in dismantling and removing the underlying assets or restoring the site on which the assets are located, less

any lease incentives.

Subsequent to initial measurement, the

right

use assets are depreciated from the commencement date using the straight

line method

over the shorter of the estimated useful lives of the right

use assets or the end of lease term. These are as follows:

Right

use asset

Depreciation term in years

Buildings and premises

Straight

line over the respective lease terms, between 3 and 5 years

Mining fleet

Based on estimated production hours

After the commencement date, the right

use assets are measured at cost less

any accumulated depreciation and any accumulated

impairment losses and adjusted for any re

measurement of the lease liability.

Short

term leases and leases of low

value assets:

The Group has elected not to recognise right

use assets for short

term leases that

do not contain a purchase option and

have a lease

term of 12 months or less and leases of low

value assets such as computer equipment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT

(continued)

Freehold land

and buildings

Mineral rights

Mining assets

and

infrastructure

Mining flee

Right-of-use

asset: mining

fleet

Motor

vehicles

Computer

equipment

and software

Office

equipment and

furniture,

community

and site office

improvements

Right-of-use

asset:

buildings

Total

30 September 202

US$’000

Cost

Balance at 30 September 2023

646

201

750

432 803

126 793

477

257

619

422

587

805

354

Additions

811

164

206

262

815

185

193

Borrowing costs

592

Lease agreements entered into

544

Disposals

(12)

324)

(47)

383)

measurement

(35)

(3)

(38)

Write offs

(231)

)

550)

(131)

(60)

(493)

(252)

(13

015)

Transfers

(

)

(

)

559

559)

Exchange differences on translation

005

193

359

Balance at 30 September 202

610

201

750

637

152

689

605

572

452

487

Accumulated depreciation

and

impairment

Balance at 30 September 202

989

121 393

59 322

799

645

705

683

124

195

660

Depreciation c

harge for the year

409

127

1 205

389

866

148

193

722

Disposals

(6)

466)

(38)

510)

Write offs

(62)

298)

082)

(76)

(34)

(397)

(126)

(11

075)

Transfers

1 559

(

1 5

)

Exchange differences on translation

376

450

459

Balance at 30 September 202

506

161

897

148

929

441

906

790

1 639

258

256

Freehold land and buildings

comprise various portions of the farms Elandsdrift 467 JQ, Buffelspoort 343 JQ and Farm 342 JQ, North West Province, South Af

rica. All land is freehold.

Property, plant and equipment, with the exception of motor vehicles, is insured at

approximate cost of replacement. Motor vehicles are insured at market value. Land is not insured.

Included in additions to mining assets and infrastructure are additions to the deferred stripping

asset

of US$

65.8

million

(202

: US$

4.4

million).

The estimated economically recoverable proved and probable mineral reserve of Tharisa Minerals Proprietary Limited was reasse

ssed during October 202

which gave rise to a change in accounting estimate.

The remaining reserve that management had previously assessed was 107.2 Mt (during October 2022). During October 2023, the remaining reserve was assessed to be 85.1 Mt. As a result, the expected useful

life of the plant and other assets, included in mining assets and infrastructure, decreased. The impact of the change on the actual depreciation expense, included in cost of sales, is an increased depreciation charge

f US$0.

million. The change in estimate was recognised prospectively.

Included in mining assets and infrastructure are projects under

construction

of US$

168.6

million

(202

: US$

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT

(continued)

Freehold land

and

buildings

Mineral rights

Mining assets

and

infrastructure

Mining fleet

Right-of-use

asset: mining

fleet

Motor vehicles

Computer

equipment and

software

Office

equipment and

furniture,

community

and site office

improvements

Right-of-use

asset:

buildings

Total

30 September 2023

US$’000

Cost

Balance at 30 September 2022

200

201

750

387

329

111

271

456

989

197

332

733

740

257

Additions

529

60 979

292

387

625

147

94 959

Borrowing costs

880

Lease agreements entered into

211

Disposals

(147)

(36)

(5)

(188)

measurement

364

426

Write offs

(6)

(631)

(7 733)

(338)

(16)

(58)

(3)

(348)

(9 133)

Transfers

(168)

1 746

746)

(2)

Exchange differences on translation

077)

(16

439)

(5 783)

(259)

(151)

(226)

(52)

(71)

(24

058)

Balance at 30 September 202

646

201

750

432 803

126 793

477

257

619

422

587

805

354

Accumulated depreciation

and

impairment

Balance at 30

September 202

353

110

490

47 815

210

022

994

582

211

170 677

Depreciation c

harge for the year

706

16 439

18 819

044

796

963

162

310

239

Disposals

(55)

(19)

(4)

(78)

Write offs

(2)

(385)

633)

(236)

(16)

(58)

(3)

(346)

679)

Transfers

(81)

(1)

(3)

Exchange differences on translation

(68)

181)

679)

(219)

(57)

(189)

(55)

(51)

499)

Balance at 30 September 202

989

121 393

59 322

799

645

705

683

124

195

660

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT (continued)

Net book value

US$’000

Freehold land and buildings

104

657

Mineral right

201

750

201

750

Mining assets and infrastructure

475

311 410

Mining fleet

541

67 471

Right

use mining fleet

678

Motor vehicles

164

612

Computer equipment and software

666

914

Office equipment and furniture,

community and site office improvements

662

739

Right

use buildings and premises

848

463

784

609 694

At 30 September 202

, trade and other

payables include US$2

4.0

million (2023

: US$25.3 million)

owing

to vendors providing capital goods

and services to the Group.

Borrowing costs relating to the Karo Platinum project of US$

2.6

million were capitalised during the year ended 30 September 202

(202

US$1.9 million). A capitalisation rate of 9.5% (2023: 9.5%) was used which is equal to the coupon of the bond listed on the Victoria Falls

Stock Exchange (note 25). The bond was issued specific for the construction of the Karo Platinum

project

in Zimbabwe.

Capital commitments

At 30 September 2024, the Group’s capital commitments for contracts to purchase property, plant and equipment amounted to

US$

46.9

million (202

: US$

157.7

million).

Securities

At 30 September 202

and 30 September 202

US$23.2 million (

2023:

US$30.9

million)

of the

Group’s mining fleet was pledged as security

against the asset backed facilities (refer to note 25).

Write offs

During the year ended 30 September 202

, the Group scrapped individual assets with net book values

totalling US$

1.9

million

(202

US$3.2 million). The write offs during both the financial years mainly relate to yellow fleet equipment identified as no longer fit for use and

premature component failures.

The mining component pre

mature failures are identified through the measurement of the hours depreciated for each component in

relationship to the expected useful live. A write off is recognised for each component that did not reach its expected useful life. Further to

this, mining fleet is also written off as identified from fleet that is confirmed as obsolete by management.

Impairment of assets

At 30 September 202

, the operational environment and circumstances of Salene

Chrome Zimbabwe (Private) Limited (‘Salene’)

have not

improved and the operations remain on care and maintenance. The Group believes that due to a prolonged delay in start-up, an impairment

indicator was still present at 30 September 2024. The carrying value of the Salene CGU of US$2.3 million was tested for impairment by

determining the value in use and the fair value less cost to sell. The Group believes that no additional impairment is required at

30 September 2024 as the fair value less cost to sell of US$2.3 million exceeds the value in use and supports the recoverability of the Salene

CGU.

At 30 September 202

, operations at Skyler Storm (Private) Limited (‘Skyler’) have not commenced and remained

n care and maintenance.

The Group believes that due to a prolonged delay in start-up, an impairment indicator was still present at 30 September 2024. The carrying

value of the Skyler CGU

had no value a 30 September 2024 and hence no

impairment is required.

Karo Platinum Project

During the year ended 30 September 2024, development of t

he Karo Platinum Project

was slowed down due to a delay in funding

workstreams as a consequence of PGM market conditions together with a delay in the fiscal regime discussions with the Zimbabwean

Government necessary for a Tier 1 project. The Group believes that due to the slow down, an impairment indicator is present at

30 September 2024. The carrying value of the Karo Platinum Project CGU of US$317.3 million was tested for impairment by determining the

value in use. The Group performed a value in use calculation on a Karo Platinum CGU level by using a discounted cash flow forecast covering

a period of 10 years which represents the life of the open cast mine, a PGM basket price of US$1 855 and a pre-tax weighted average cost

of capital of 13.2%. The Group believes that the recoverable value of the CGU exceeds the carrying value of US$317.3 million. Consequently

the Group believes that no impairment is required at 30 September 2024 as the value in use exceeds the carrying value and supports the

recoverability of the Karo Platinum Project CGU. The Group is in possession of term sheets received from financiers and is currently

assessing these while smaller work packages at the Karo Platinum Project are being completed.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

14.

PROPERTY, PLANT AND EQUIPMENT (continued)

Judgements and

estimates: mineral reserves estimates

Economically recoverable ore reserves represent the estimated quantity of product in an area of interest that can be expected

to be profitably

extracted, processed and sold under current and foreseeable economic conditions. The determination of ore reserves includes estimates and

assumptions about a range of geological, technical and economic factors, including: quantities, grades, production techniques, recovery rates,

production costs, transport costs, commodity demand and commodity prices. Changes in ore reserves impact the assessment of recoverability

of exploration and evaluation assets, property, plant and equipment, the carrying amount of assets depreciated on a units-of-production basis,

provision for site rehabilitation and the recognition of deferred tax assets, including tax losses. The mineral reserve is re-assessed annually.

The Group estimates and reports mineral reserves in accordance with the principles and guidelines contained in the South African Code for

Reporting of Mineral Reserves of 200

7, revised in 2016 (SAMREC 2016).

Judgements and estimates:

assessment of CGU

The Group’s main subsidiary, Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’) is a vertically integrated operation.

The Group believes

that there is no active market for the run of mine ore (‘ROM’) mined at Tharisa Minerals due to the high volume being processed and as the

ROM is of a relative low grade compared to other deposits in the same region. Tharisa Minerals’ integrated processing plants are specifically

designed to treat the volume and low grade ROM. Tharisa Minerals produces PGMs and chrome concentrates on a co-product basis and the

operation is managed as a joint product mine. The Group therefore believes that the processing plants together with the mining assets are

dependent on each other in order to generate cash inflows.

The Group therefore believes that the mining fleet and mining assets cannot generate cash inflows that are largely independen

t of the cash

inflows from the processing plants and other assets or group of assets and as a result are not separate cash generating units. Consequently

the Group believes that the mining assets and the processing plants together represents the smallest identifiable group of assets that

generates cash inflows largely independent from other assets and represents a single CGU.

Karo Mining Holdings plc (‘Karo’) and subsidiary companies collectively in future will generate cash inflows independently. T

he Group therefore

believes that Karo together with its subsidiaries represents the smallest identifiable group of assets that will generate cash inflows largely

independent from other assets and represents

another

single CGU

Judgements and estimates: impairment of assets

Indicators for impairment on non

financial assets are assessed at each reporting period. Should an

indication exist, individual assessments

of property, plant and equipment are performed based on the technical, economic an

business circumstances

Judgements and estimates: depreciation

ning assets and infrastructure are

depreciated using the units

production method. Management has elected to use the tonnes mined in

relation to tonnes proved and probable mineral reserve as an appropriate units-of-production depreciation method. Changes in the proved and

probable mineral reserve will impact the useful lives of the assets depreciated based on this method. The average remaining useful life of the

open pit mine is

estimated at 1

years (

202

: 1

years)

fer to the Accounting Policies f

or the depreciation of the

remaining assets.

Judgements and estimates: deferred stripping

IFRIC 20 requires that production stripping costs in a surface mine be capitalised to non

current assets if, and only if, all of the following criteria

are met:

• it is probable that the future economic benefit associated with the stripping activity will flow to the entity;

• the entity can identify the component of the ore body for which access has been improved; and

• the costs relating to the stripping activity associated with that component can be measured.

The Group uses a long

term life of opencast mine stripping ratio which consist

of actual historical numbers and forecast numbers. The

forecast numbers are updated annually according to the Reserve and Resource Statement. In the event that the actual stripping ratio exceeds

the life of mine stripping ratio, the actual weighted average stripping cost associated with the stripping ratio that is in excess of the life of mine

stripping ratio is deferred and capitalised to property, plant and equipment. Excess deferred stripping costs are only capitalised if it can be

reliably measured and if the open pit is improved and

/or the ore body is

exposed for future benefit.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

15.

INTANGIBLE ASSETS

Accounting policy

Intangible assets

acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried

at cost less any accumulated amortisation and accumulated impairment losses. The useful lives of intangible assets are assessed as either

finite or indefinite.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually

or at the cash

generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be

supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Intangible assets with finite useful lives are amortised using the

straight

line method over their estimated useful lives. Residual values of

intangible assets are presumed to be zero and along with their useful lives are reassessed on an annual basis.

Impairment

The carrying amounts of the Group's non

financial assets are reviewed at each reporting date to determine whether there is any indication

of impairment. For goodwill and intangible assets that have indefinite lives or are not yet available for use, the recoverable amount is estimated

annually

as to

whether or not there is any indication of impairment.

For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to groups of CGUs t

hat are expected

to benefit from the synergies of the combination.

An impairment loss in respect of goodwill is not reversed.

202

Goodwill

Intellectual

property

Total

Goodwill

Intellectual

property

Total

Cost

US$’000

Balance at 1 October

579

956

535

634

311

945

Additions

645

649

Effect of movement in exchange rates

113

(55)

(4)

(59)

Balance at 30 September

692

579

956

535

Accumulated

amortisation and

impairment losses

Balance at 1 October

978

980

2 005

Amortisation for the year

Effect of

movement in exchange rates

(27)

Balance at 30 September

034

978

980

Carrying amount

658

261

601

954

555

The goodwill arose on the acquisitions of Braeston Proprietary Limited, Arxo

Logistics Proprietary Limited, MetQ Proprietary Limited and

Salene Chrome Zimbabwe (Private) Limited.

The goodwill relating to Braeston Proprietary Limited (US$0.

million) was attributed to the synergies of operations at the Group’s head office

and established client and supplier relationships. The goodwill was allocated to the PGM and chrome operating segments.

The goodwill relating to Arxo Logistics

Proprietary Limited (US$0.5 million) was attributed to supplier relationships specific to the transport and

sea freight industry and skills and knowledge of the workforce. The goodwill was allocated to the chrome operating segment.

The goodwill relating to MetQ Proprietary Limited

(US$0.5

million

)

was impaired in full during the year ended 30

September

2022.

The goodwill

is not tax deductible.

The goodwill relating to Salene Chrome Zimbabwe (Private) Limited (US$1.4 million) was impaired in full during the year ended

September

2022. The goodwill is not tax deductible.

The recoverable amount of the remaining goodwill was calculated based on the value in use of the operating segment to which t

he goodwill

was allocated and was higher than the carrying values.

The recoverable amounts of the operating segments were

determined based on discounted cash flows approved by management covering a

sixteen-year period, which represents the estimated opencast life of mine at 30 September 2024. The cash flows were discounted using

a real

discount rate of 13.3% (2023: 12.2%) for

South African operations, an exchange rate of ZAR17.27:US$1; (2023: ZAR17.80 US$1) spot PGM

basket price of US$1 545/oz (2023: US$1 889/oz) and spot chrome concentrate prices of US$276/tonne (2023: US$280/tonne). The

discount

rate used was a pre-tax real rate and reflects specific risks relating to the relevant operating segment. Cash flows are based on the life-of-

mine

plan that takes into account proved and probable ore reserves and appropriate capital expenditure estimates.

It is estimated that a decrease of 15.9% (from US$276/tonne to US$232/tonne) in the long

term real chrome concentrate price would cause

the recoverable amount of goodwill to equal its carrying amount without any other changes in key assumptions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

15.

INTANGIBLE ASSETS

(continued)

Judgements and estimates: allocation of goodwill

he Group believes that the mining assets and the processing plants together represents the smallest identifiable Group of ass

ets that

generates cash inflows largely independent from other assets and represents a single CGU, refer to note 14. IAS 36 does not prohibit entities

having a CGU larger than its operating segments. However, in such circumstances where a CGU is larger than its operating segments, goodwill

should be allocated and tested on an operating segment level. The Group has consequently allocated and tested the goodwill on an operating

segments

level

Intellectual property

The Group acquired certain intellectual property associated with the development and

commercialisation of an electrical energy storage device

suitable for large scale static applications and ultimately suitable for large scale usage of chrome concentrates. The Group

believes that

potential cash inflows resulting from the application of the

intellectual property to the Group’s existing operational processes and products will

exceed the carrying value and hence no impairment was recognised. At 30 September 2024 and 30 September 2023, the Group continued

assess that the

majority of the

intellectual property has an indefinite useful life.

During the

year

ended 3

September

2024, the Group acquired certain intellectual property associated with the PGM beneficiation process,

specifically suitable for the PGM concentrate produced by the Group. The Group believes that applying the

intellectual property to the PGM

refining process will result in numerous enhancements compared to the conventional PGM refining process.

At 30 September 2024, the

intellectual property

was not available yet for its intended use, hence no amortisation has been re

cognised.

16.

GROUP

COMPOSITION

The Group holds 100% of the voting rights in all subsidiaries apart from

Karo Mining

Holdings plc

(‘Karo Mining’)

6.22

% holding, 202

.00

% holding)

For the increase in shareholding within Karo Mining,

refer to note 23.

The following table summarises the information relating to the Company's subsidiar

ies with material non

controlling interests

Karo Mining

Holdings plc owns 85.0% of the voting rights of Karo Platinum (Private) Limited. The non-controlling interests of Karo Mining and subsidiaries

before any inter

group eliminations

were

2024

2023

US$’000

Non

current assets

140

878

670

Current assets

749

Non

current liabilities

376

)

6 463

)

Current liabilities

9 325

)

7 4

)

Net assets

100

926

427

Carrying amount of non

controlling interest

in the net assets of Karo Mining Holdings Plc

653)

552)

Fair value adjustments on the net assets at acquisition attributable to non

controlling interest

451

55 451

Value of net assets attributable to non

controlling interest, taking

acquisition adjustments into account

798

899

Net (loss)

/profit

after tax

and total comprehensive

(loss)/

income

501)

528

Non

controlling interest in

loss

after tax

(101)

(64)

Cash flows

generated

from/(

used in

)

operating activities

430

)

Cash flows

used in

investing activities

(

79 63

)

1 948

)

Cash flows

generated

from financing activities

16 501

99 803

Net change in cash and cash

equivalents

(49 700)

503

Judgements and estimates: functional currency

In accordance with IAS21, Karo Holdings has considered the following factors in the determination of the functional currency:

•

Currency of sales and future sales. While operations are still in

development

phase, PGM concentrates sales are concluded in

US$

•

Currency of operating costs. The majority of costs are paid in US$ to service providers in Zimbabwe, South Africa, Cyprus and

Australia. Fees for services are quoted in US$. Karo Mining’s subsidiaries obtained foreign exchange control approval to allow

funds to be transferred into its Zimbabwean local account.

•

Funding: the funding made available to Karo Holdings is denominated in US$.

•

Cash flows: the cash flows comprised of US$ denominated intergroup loans paid directly to the service providers and suppliers

goods;

•

Group considerations: Karo Zimbabwe Holdings (Private) Limited is a 100% subsidiary of Karo Mining. In terms of degree of

autonomy of Karo Zimbabwe Holdings (Private) Limited and its subsidiaries, the group is dependent on the holding company.

The

Group concludes that the

functional currency of Karo

Mining and s

bsidiaries

is the US

. The Zimbabwean government has issued a

number of Statutory Instruments while it has been managing in a hyper inflationary economic environment with a shortage of hard foreign

currency reserves.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

17.

FINANCIAL

ASSETS

Accounting policy

Measurement: Financial assets at amortised cost

Financial assets at amortised cost are initially recognised at fair value, and subsequently carried at amortised cost less an

allowance for

impairment.

Measurement: Financial assets at fair value through profit or loss

Financial assets carried at fair value through profit or loss are initially recorded at fair value and transaction costs are

expensed in the

statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets held at fair

value through profit or loss are included in the statement of profit or loss in the period in which they arise.

Derecognition: Financial assets

The Group derecognises financial assets only when the contractual

rights to cash flows from the financial assets expire, or when it transfers

the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition

are generally recognised in the statem

ent of profit or loss

Hedge accounting

The Group does not apply hedge accounting.

Accounting policy:

mpairment

Financial asset at amortised cost

Impairment requirements are based on expected credit losses (expected credit loss model).

Expected credit losses (‘ECLs’) are an estimate

of credit losses over the life of a financial instrument and are recognised as a loss allowance or provision. The amount of ECLs to be

recognised depends on the extent of credit deterioration since initial re

cognition.

The Group applies the expected credit loss model to all debt instruments classified as measured at amortised cost, or at fair

value through

other comprehensive income, including lease receivables and contract assets.

The Group

considers both approaches: the general approach and the simplified approach. For trade receivables (not subject to provisiona

pricing) due in less than 12 months, the group applies the simplified approach in calculating ECLs. Therefore, the Group does not track

changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. The Group

considers its historical credit loss experience, adjusted for forward looking factors that could indicate impairments taking into account the

specific debtors and the economic environment.

The general approach requires the assessment of financial assets to be split into 3 stages:

Stage 1: no significant deterioration in credit quality. This

identifies financial assets as having a low credit risk, and the asset is considered to

be performing as anticipated. At this stage, a 12 month expected credit loss assessment is required.

Stage 2: significant deterioration in credit quality of the financial asset but no indication of a credit loss event. This st

age identifies assets as

under

performing. Lifetime expected credit losses are required to be assessed.

Stage 3: clear and objective evidence of impairment is present. This stage

identifies assets as non

performing financial instruments. Lifetime

expected credit losses are required to be assessed

Once a default has occurred, it is considered a deterioration of credit risk and therefore an increase in the credit risk.

The Group considers a wide variety of indicators when assessing the increase in credit risk as well as the probability of the

default happening

for impairment purposes. Some indicators considered include: significant changes in the expected performance and behaviour of the debtor;

past due information; significant changes in external market indicators including market information related to the debtor, existing or forecast

adverse changes in business, financial or economic conditions; an actual or expected significant adverse change in the regulatory, economic,

or technological environment; actual or expected significant internal credit rating downgrade or decrease; actual or expected significant

change in the operating results of the debtor.

The expected credit loss value is determined as the estimated cash shortfall that would be incurred, multiplied by the probab

ility of the default

occurring

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

17.

FINANCIAL ASSETS

(continued)

202

Non

current assets

Fair value

hierarchy

US$’000

Financial assets

Investments in money markets, current accounts, cash funds and income funds

Level 2

485

040

PGM commodity hedging derivative

Level

Restricted

bank deposit

062

713

561

19 834

Current assets

Financial assets

PGM commodity hedging derivative

Level 2

288

Forward exchange contracts

Level

366

Investments in equity instruments

Level 1

Restricted

bank deposit

938

384

404

The

carrying amounts of other non

current and current assets carried at amortised cost approximate their fair value.

Investments in money markets, current accounts, cash fun

ds and income funds

Investment in money market and current accounts

totalling US$

6.6

million (202

: US$5.3 million) is managed by Centriq Insurance Company

Limited (‘Centriq’). The investment serves as security for the guarantee issued by Centriq to the Department of Mineral Resources for the

rehabilitation provision. The guarantee issued by Centriq ha

s a fixed cover period from 1 December 202

to 30 November 202

Investment in cash funds and income funds of US$0.

million (202

: US$0.7 million) is managed by Stanlib Collective Investments. The

investment is ceded to Lombard Insurance Group (‘Lombard’) against a US$0.7 million (ZAR12.0 million) (2023: US$0.6 million

(ZAR12.0 million)) guarantee issued by Lombard on behalf of Arxo Logistics Proprietary Limited to Transnet Freight Rail, a division of Transnet

SOC Limited. These investments are separately administered and the Group’s right of access to these fun

ds is re

stricted.

The investments in cash funds and income funds are held at fair value through profit or loss. The underlying investments are

in money

market

and other funds and the fair value has been determined by reference to their quoted prices.

PGM commodity hedging derivative

In terms of the commodity off

take financing (note 25), the lenders require commodity price protection for capital repayment amounts against

commodity price volatility. The PGM commodity hedging derivative comprises of commodity hedges for a maximum 13-month rolling basis for

platinum and palladium. The Group enters into commodity hedges over sufficient of the production to match the capital repayment profile. The

total exposure at 30 September 2024 for contracts expiring between 1 October 2025 and 15 October 2026 (2023: 15 October 2024) was

US$46.3 million (2023: US$63.8 million). The commodity hedges were mark-to-market by using applicable quoted closing commodity prices

at 30 September 2024.

The total exposure at 30 September 2024 for contracts expiring

no later than 15 October

202

was US$

1.8 million resulting in a liability of

US$40 thousand

(2023: asset of US$2.3 million) (refer to note

)

Restricted bank deposit

The balance represents a debt reserve account held at Absa Bank Limited and serves as security as required by the commodity o

take

financing (refer to note 25). The balance arose on 22 September 2023 and represents cash in the name of Tharisa Minerals Proprietary

Limited. Tharisa Minerals Proprietary Limited is unable to utilise the funds on demand due to access restrictions placed by lenders in accessing

the account, which is only allowed if certain criteria within the commodity off-take financing agreement are satisfied. The balance is equal to

approximately three months’ instalments in terms of the commodity off-take financing with the required balance to be maintained dependent

on the debt profile. The current balance became available on 15 October 2024.

Forward

exchange contracts

–

fair value through profit or loss

The Group entered into a number of forward exchange

contracts to hedge certain aspects of the foreign exchange risk associated with the

conversion of the US$ to the ZAR. At 30 September 2024 the net exposure of these contracts was US$20.0 million (2023: US$11.0 million)

with various expiries no later than 15 October 2024 (2023: no later than 16 November 2023). The forward exchange contracts were mark-to-

market by using applicable closing exchange rates at 30 September 2024 (2023: 30 September 2023).

Investments in equity instruments

–

fair value through profit or loss

Investments at fair value through profit or loss are valued based on quoted market prices at the end of the reporting period

without any

deduction for transaction costs. The investment represents shares in the Bank of Cyprus Public Co Limited.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

18.

DEFERRED TAX

US$’000

Deferred tax assets

709

Deferred tax liabilities

(134

692)

(110

045)

Net deferred tax liability

(132

)

(108

336)

Deferred tax assets

Property, plant and equipment

(112)

(62)

Tax losses not utilised

216

501

Provisions and a

ccrued leave

461

based payments

710

731

Dividend

withholding tax

(7)

Other

709

Deferred tax liabilities

Property, plant and equipment

(136

205)

(114

078)

Inventory

701

730

Provisions

and accrued leave

577

6 106

based payments

329

160

Dividend

withholding tax

(211)

(166)

ividend withholding ta

unremitted distributable reserves of foreign subsidiaries

325)

143)

Exchange losses

(33)

(422)

Other

(525)

(232)

(134

692)

(110

045)

Reconciliation of deferred tax liability

Balance at the beginning of the year

(108

336)

(111

167)

Temporary differences recognised in profit or loss in relation to:

Capital allowances on property, plant and equipment

(13

696)

(3 375)

Provisions

and accrued leave

423

533

Tax losses utilised/available for future set off against profits

(304)

177

Currency losses

(253)

(497)

Inventory

029)

2 730

based payments

991

293

Dividend withholding tax

(52)

(42)

ividend withholding ta

unremitted distributable reserves of foreign subsidiaries

182)

339)

Other

253

(217)

(15

)

(737)

Exchange differences

)

568

Balance at the end of the year

(132

)

(108

336)

Amounts recognised in:

Profit and loss (

refer to note 12)

(15

)

(737)

Deferred tax assets and deferred tax liabilities are not offset unless the Group has a legally enforceable right to offset su

ch assets and liabilities.

All of the above amounts have used the

currently enacted income taxation rates of the respective tax jurisdictions the Group operates in.

South African taxation losses normally expire within 12-months of the respective entities not trading. The deductible temporary timing

differences do not expire under current taxation legislation. Deferred tax assets have only been recognised in terms of these items when it is

probable that taxable profit will

be available in the immediate future against which the respective entities can utilise the benefits t

herefrom.

Deferred tax assets were recognised for MetQ

Proprietary Limited (US$0.2 million) (2023

: US$0.2 million)

and

Arxo

Finance plc (US$0.1

million) (2023: US$0.1 million)

resulting from generated tax losses to be utilised against future taxable income

The estimates used to assess the recoverability of recognised deferred tax assets include a forecast of the future taxable in

come and future

cash flow projections.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

19.

INVENTORIES

Accounting policy

Inventories comprising PGM and chrome

concentrates, ore stockpiled, in

process metal contained in ore and consumable items are measured

at the lower of cost and net realisable value. The cost is determined using the weighted average method and includes direct mining expenditure

and an appropriate portion of overhead expenditure. Net realisable value is the estimated selling price in the ordinary course of business, less

the estimated costs of completion and costs to sell. Obsolete, redundant and slow-moving inventories are identified and written down to net

realisable value.

202

US$’000

Finished products

509

644

Ore stockpile

370

648

Consumables

334

545

213

837

Reversal of net realisable value write down

141

243

Total

carrying amount

90 080

Inventories are stated at the lower of cost or net realisable value. Low

grade chrome concentrates to

the value of US$

million (2023:

US$5.5 million) are carried at the realisable value after a net realisable write down reversal of US$0.2 million (2023: write down of

US$0

million). T

he net realisable write down

reversal

was allocated to the chrome segment.

Certain PGM finished products

to the value of US$0.6 million

were provided for in full during the year ended 30 September (202

: reversal of

a write down previously recognised of US$0

million). The provision and the

2023

reversal

were allocated to the PGM segment.

Certain consumables and spares, which were provided for in full during previous periods, were reused in the operational proce

ss during the

year ended 30 September 2024. This resulted in a reversal of US$0.5 million (2023: reversal of US$0.1 million). The reversal is allocated

32.0% and 68.0% to the PGM and chrome operating segments respectively (2023: 45.0% and 55.0%).

Judgement and estimates: net realisable value and measurement of inventories

Net realisable value tests are performed at least

quarterly

based on the estimated future sales price of the products based on prevailing metal

prices, less estimated costs to complete production and bring the product to sale. The nature of the net realisable value test inherently limits

the ability to precisely m

onitor recoverability levels and may result in additional write

downs of inventories in future periods.

The prevailing PGM basket price and chrome concentrate prices as at 30 September 20

were used as estimated selling prices less forecast

selling costs to determine the net realisable value of the Group’s inventories. At 30 September 2024, except for certain PGM finished products

and low

grade chrome concentrates,

the calculated net realisable values exceeded the cost of inventories.

Below are

the prices and exchange rate used to determine the net realisable value of inventories:

202

Platinum

US$/oz

964

922

Palladium

US$/oz

019

238

Rhodium

US$/oz

654

918

Gold

US$/oz

568

918

Ruthenium

US$/oz

359

388

Iridium

US$/oz

532

311

Metallurgical chrome concentrate

US$/tonne

279

284

US$: ZAR exchange rate

17.27

18.98

20.

TRADE AND OTHER RECEIVABLES

Accounting policy

Trade and other receivables, excluding

the PGM discounting receivable

, prepayments

deposits and

value added tax, are non

derivative

financial assets categorised as financial assets measured at amortised cost.

The

non

derivative financial assets are initially recognised at fair value and subsequently carried at amortised cost less allowance

for

impairment. Estimates made for impairment are based on a review of all outstanding amounts at year end in line with the impairment policy

described

in note 1

. Irrecoverable

amounts are written off during the period in which they are identified.

The Group entered into offtake agreements in terms of which the concentrate of the PGMs is treated by the offtake parties.

The PGM receivable

is measured at fair value through profit or loss from the date of recognition up to date of settlement, as it fails the IFRS 9 amortised cost

requirement of cash flows representing solely payment of principal and interest. Payment is due on the last day of the fourth month following

delivery.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

20.

TRADE AND OTHER RECEIVABLES

(continued)

Accounting policy

(continued)

The fair value changes due to non

market variability (that is, changes based on quantity and quality of the contained metal) are considered to

be variable consideration within the scope of IFRS 15 as the Group's right to consideration is contingent upon the physical attributes of the

contained metal. Therefore, the variable consideration is considered to be constrained. At each subsequent reporting date the receivable is

restated to reflect the fair value movements (market variability) in the pricing mechanism which are recognised in revenue. Foreign exchange

movements subsequent to the recognition of a sale are recognised as a foreign exchange gain

or loss in profit or loss.

202

US$’000

Trade receivables

020

564

PGM receivables

615

900

Total trade receivables

635

464

Other receivables

–

related parties (

refer to note 3

)

375

112

Deposits, prepayments and other receivables

336

23 455

Accrued income

392

726

Value added tax

(VAT)

receivable

510

870

248

103

627

Expected credit loss allowance

(

raised

)

/reversed

(54)

114

194

103 741

The fair value of trade and other receivables measured at amortised cost approximate the carrying amount due to the short

term maturity. The

fair value of the PGM receivables was determined

based

on ruling quoted

commodity

market prices and exchange rates.

Trade and other receivables of the Group are expected to be recoverable within one year from each reporting date. Trade recei

vables are

unsecured, non-interest bearing and payment terms vary from 0 to 120 days (30 September 2023: 0 to 120 days). During the year ended

30 September 2024, the Group raised an expected credit loss allowance of US$0.1 million against customers specific to the sale of unused

and scrap metal (2023: expected credit loss reversal of US$0.1 million). The expected credit loss allowance relates to other income and is not

allocated to a segment (2023: chrome and manufacturing segments). No impairment of trade receivables was recognised due to their

insignificant exposure to credit risk

during the years ended 30 September 2024 and 30

September 2023.

The table below summarises the maturity profile of trade receivables:

202

US$’000

Current

055

863

Between current and

90 days

558

Greater than 90 days

440

581

464

The

credit exposure of trade receivables by country is as follows:

South Africa

634

504

China

613

483

Hong Kong

843

Singapore

402

Other countries

400

581

464

The foreign currency balances,

translated to US$ included in trade receivables were as follows:

ZAR’000

081

009

US$’000

500

455

Diesel rebates

At 30 September 2024, the Group had certain

unresolved tax matters. Included in trade

and other receivables is an amount of US$4.8

million

(ZAR82.3 million) (2023: US4.4 million (ZAR82.3 million)) which relates to diesel rebates receivable from the South African Revenue Service

(‘SARS’) in respect of the mining operations. SARS rejected diesel claims relating to the period from September 2011 to February 2018. The

Group is taking the necessary action to recover the amount due and believes that

it remains probable that the amounts will be recovered.

Judgements and estimates: expected credit losses (‘ECL’)

The Group applies a simplified approach to measure the loss allowance for trade receivables classified at amortised cost, usi

ng the lifetime

expected loss provision. The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default

experience and credit rating if available, adjusted as appropriate for current observable data.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

20.

TRADE AND OTHER RECEIVABLES

Judgements and estimates: expected credit losses

(continued)

The customer base of the Group

consists of a limited number of premium customers of high credit quality and no historical defaults, with

relationships that have been established over many years. The sale of products typically is of a high quantity and consequently high value.

The Group’s policy and preference is to sell products in large quantities to only established premium customers. The Group believes that this

policy reduces the overall group credit risk.

PGM concentrate is sold in terms of off

take agreements

to a limited number of clients

. The following entity

specific observable data

was

considered for each of the PGM customers:

•

An assessment of the accessibility and transparency of the business relationship with the customer, with specific reference t

o how

differences (if any) in assayed results had been resolved and whether any requests to amend contractual terms had been receiv

ed;

•

The payment history and history of credit limits granted;

•

A general assessment of the bi

annual financial statements with specific reference to cash flow information, servicing of outstanding

debt and outstanding commitments;

•

A general review of the quarterly production and operational information; and

•

An assessment of the reputation of the customer across the mining

industry.

The majority of chrome concentrates are exported from South Africa.

or export chrome concentrate transactions, payment terms vary from

30 days to 90 days, however, the Group obtains letters of credit from reputable financial institutions before shipment occurs. The Group only

accepts letters of credit from financial institutions that are approved by the Group’s financiers. Before entering into an export chrome

concentrate sale agreement, the Group ensures that the customer/potential customer is able to provide a letter of credit from such an

acceptable financial institution.

21.

CONTRACT ASSETS

Accounting policy

Contract assets

are non

derivative financial assets categorised as

other

financial assets

recognised and

measured at

the amount of

consideration the Group is contractually entitled to in exchange for the transfer of goods and services. Timing of revenue recognition may

differ from the timing of invoicing to customers. The Group records a contract asset in the statement of financial position, when goods or

services have been transferred to a customer before the customer pays the consideration or before payment is due.

202

US$’000

Freight services

507

1 876

The balance

represents prepaid freight costs

and will be recognised in cost of sales upon completion of the performance obligations

22.

CASH AND CASH EQUIVALENTS

Accounting policy

Cash and cash equivalents comprise cash at bank and on hand, demand

deposits with banks and other financial institutions, and short

term,

highly liquid investments held for the purpose of meeting short-term cash commitments that are readily convertible into known amounts of

cash and which are subject to insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash

equivalents are stated at amortised cost less any expected credit losses.

202

US$’000

Bank balances

671

162

071

Short

term bank deposits

and money market investments

150

004

229

217

675

255

300

The credit exposure by country is as follows:

South Africa

105

246

142

306

Hong Kong

376

997

Mauritius

401

471

United Kingdom

608

609

Ireland

396

Zimbabwe

498

313

Cyprus

144

596

Other countries

217

675

255

300

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

22.

CASH AND CASH EQUIVALENTS

(continued)

2024

2023

The credit exposure by

credit ratings

of financial institutions

are

as follows:

US$’000

AAA

704

769

A+

877

502

769

430

BB+

144

596

119

041

B (ZW)

731

962

217

675

255

300

Cash at banks earns interest at

floating rates based on daily bank deposit rates. Short

term deposits are generally call deposit accounts and

earn interest at the respective short

term deposit rates.

The amounts reflected approximate fair value.

At 30 September 202

, an

amount of

US$2.2 million (2023: US$2.0 million) was provided as security

for a bank guarantee issued in favour of

a trade creditor of a subsidiary of the Group and US$0.3 million (2023: US$0.3 million) was provided as security against certain credit facilities

of the Group.

23.

SHARE CAPITAL AND RESERVES

Accounting policy

: share capital

The share capital is stated at nominal value. The difference between the fair value of the consideration received by the Comp

any and the

nominal value of the share capital being issued is taken to the share premium account. Incremental costs directly attributable to the issue of

ordinary shares are recognised as a deduction from equity, net of any tax effects.

When share options are exercised

in terms of the Tharisa Share Award Plan

, the Company issues new shares or issues shares from treasury

shares held. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium.

Accounting policy: treasury shares

The cost of the repurchase of the Company’s own shares is deducted from equity. Where they are purchased, issued to employees or sold,

no gain or loss is recognised in the consolidated statement of income. Such gains and losses are recognised directly in equity.

Accounting policy: non

controlling interest

Non

controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the date of the

acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control, are accounted for as equi

ty transactions.

30 September 202

30 September 20

Share capital

Number of

US$’000

Number of

US$’000

Authorised

–

ordinary shares of US$0.001 each

000 000 000

10 000

000 000 000

000

Authorised

–

convertible redeemable

preference

shares of US$1 each

1 051

Issued o

rdinary shares

Balance at the beginning

and end

of the year

302

596 743

303

302

596 743

303

Share premium

Balance at the beginning of the year

300

019

694

345

993

299

746 365

345

597

Shares issued

615

273

329

396

Balance at the end of the year

300

041

309

346

011

300

019

694

345

993

Treasury

Balance at the beginning of the year

577 049

850 378

Transferred as part of management share award plans

(21

615)

(273

329)

Shares repurchased

836

918

5 001

Balance at the end of the year

352

5 004

2 577 049

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

23.

SHARE CAPITAL AND RESERVES

(continued)

Share capital

No shares were

issued during the year

ended 30 September 202

4 and 30 September 202

During the year ended 30 September 2024, 4

836

918 ordinary shares were repurchased while 21

615 (2023: 273

329)

ordinary shares were

transferred from treasury shares to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of the Tharisa

Share Award Plan.

At 30 September 202

392 352

(202

: 2

577

049

) ordinary shares were held in treasury.

All shares rank equally with regard to

the Company’s residual assets. The holders of ordinary shares, other than treasury shares, are entitled

to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Share premium

The share premium represents the excess of the issue price of ordinary shares over their nominal value, to the extent that it

is registered at

the Registrar of Companies in Cyprus, less share issue costs. The share premium is not distributable for dividend

purposes.

The increase in the share premium account during the years ended 30 September 2024 and 30 September 2023 relates to the issue and

allotment of ordinary shares to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of the Tharisa

Share Award Plan.

Other

reserve

The other reserve represents a historic ordinary share issue by the Company to parties external to the Group in exchange for

preference

shares in Tharisa Minerals. The ordinary shares were issued at a price reflective of the fair value of the preference shares less share issue

costs, which was in excess of the nominal value of the ordinary shares, but the excess was not registered as share premium at the Registrar

of Companies in Cyprus, thus presented and disclosed separately from share premium. The other reserve is not distributable for dividend

purposes.

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the finan

cial statements of

foreign operations with a functional currency other than US$ and foreign currency differences relating to translation of intergroup loans and

funding arrangements which are considered to be part of the Company’s net investment in a foreign operation.

Retained earnings

The retained earnings include the accumulated retained profits and losses of the Group (

2024: US$4

million

(2023: US$425.1 million)

and the share-based payment reserve (2024: US$7.1 million (2023: US$2.6 million)). Retained earnings are distributable for dividend

purposes.

Capital management

The Group

’

s target is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain futur

development of the business in a way that optimises the cost of capital and matches the current strategic business plan. The Board of Directors

monitors both the demographic spread of shareholders, as well as the return on capital. Capital is defined as equity attributable to owners of

the Company. Management is aware of the risks associated to capital management. Capital needs are monitored on a regular basis and

whenever needed management takes steps in an attempt to effectively manage any corresponding r

isks.

In addition, capital management objectives included the group’s ability to continue as a going concern, in order to provide r

eturns for

shareholders and benefits to other stakeholders while maintaining an optimal capital structure to reduce the cost of capital.

The

roup manages its capital structure (which consists of equity) and makes adjustments to it, in light of changes in economic co

nditions

No changes were made in the objectives, policies or processes during the year.

Non

controlling interests

Non

controlling interests at 30 September 2024 and 30 September 2023 comprise amounts attributable to the Government of Zimbabwe

for

its 15.00% share in Karo Platinum (Private) Limited as well as amounts attributable to the Leto Settlement for its 23.78% (2023: 25.00%) share

in Karo Mining Holdings plc.

The non

controlling interest share of total comprehensive income for the year amounts to

a loss of

US$

million (

2023:

profit of

US$4.5

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

23.

SHARE CAPITAL AND

RESERVES

(continued)

Increase in shareholding in Karo Mining Holdings plc (‘Karo Mining’)

During the year ended 30 September 2024, Karo Mining issued an additional 2 784 new ordinary shares for a cash subscription of

US$20.0 million to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which increased

the Company’s shareholding to 76.22%. The non

controlling shareholders did not subscribe to additional shares.

During the year ended 30 September 2023, Karo Mining issued an additional 9 048 new ordinary shares for a cash subscription of

US$65.0 million to the Company. The additional shares issued represented 5.01% of the issued share capital of Karo Mining which increased

the

Company’s shareholding to 7

5.00

The non

controlling shareholders did not subscribe to additional shares.

202

US$’000

Consideration for additional new shares issued by Karo Mining

Reduction in

non

controlling interest

726)

(

6 594

)

Increase to equity attributable to ordinary shareholders

726

6 594

24.

PROVISIONS

Accounting policy

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events where it i

s probable that

an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the

obligation can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability.

Long

term environmental obligations are based on the Group

’

s environmental management plans, in compliance with the current

environmental and regulatory requirements.

Where it is not p

robable

that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is

disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.

Rehabilitation costs

The

net present value of estimated future costs for mine closure and rehabilitation is recognised and provided for in the consoli

dated financial

statements and capitalised within mining assets on initial recognition. Rehabilitation will generally occur on closure or after closure of a mine.

Initial recognition of the provision is at the time that the disturbance occurs and thereafter as and when additional disturb

ances take place.

The estimates are reviewed bi

annually to take into account the effects of inflation and changes in estimates and are discounted using rates

that reflect the time value of money. Bi-annual increases in the provision due to the passage of time are recognised in profit or loss as an

unwinding of the value of the provision expense. The present value of additional disturbances and changes in the estimate of the rehabilitation

liability is recognised in mining assets as a direct cost against an increase in the rehabilitation provision. The rehabilitation asset is depreciated

as per the Group’s accounting policy on depreciation. Rehabilitation projects undertaken, included in the estimates, are charged to the

provision as incurred.

Costs for restoration and rehabilitation which are created on an ongoing basis during production of inventories are provided

for at their net

present values and included as part of inventory costs. Environmental liabilities, other than rehabilitation costs, which relate to liabilities

arising from specific events, are recognised in the consolidated statement of financial position when they are known, probable and may be

reasonably estimated.

ains or losses from the expected disposal of assets are not taken

into account when determining the provision.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

24.

PROVISIONS

(continued)

2024

2023

Non

current

US$’000

Provision for rehabilitation

362

19 335

Current

Provision for

disputed

mining

royalty

827

715

Provision for rehabilitation

The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease. The provision has been ca

lculated based

on total estimated rehabilitation costs, discounted back to their present values. The pre-tax discount rates are adjusted annually and reflect

current market assessments. These costs are expected to be utilised mostly towards the end of the life of mine and associated infrastructure.

The provision for the Tharisa Mine is determined using commercial closure cost assessments and not the inflation adjusted Department of

Mineral Resources published rates.

Restoration

Decommis

sioning

Total

provision

Restoration

Decommis

sioning

Total

provision

US$’000

Opening balance

606

729

335

190

5 186

376

Recognised in profit and loss

183

(119)

383

(203)

180

Capitalised/(reversal) to mining

assets and

infrastructure

(604)

Unwinding of

discount (note 10)

496

493

989

683

502

185

Exchange differences

472

420

892

(650)

(152)

(802)

Closing balance

757

605

362

606

729

335

The table below illustrates the movement in the provision as a result of mining operations and changes in variables.

30 September 202

Opening

balance

US$’000

Mining

operations

US$’000

Changes in

variables/

estimates

US$’000

Exchange

differences

US$’000

Closing

Balance

US$’000

Provision for restoration

606

988

(309)

472

757

Provision for decommissioning

729

585

(129)

420

605

335

573

(438)

892

362

30 September 20

Provision for restoration

190

299

767

(650)

606

Provision for decommissioning

5 186

535

(840)

(152)

729

12 376

834

927

(802)

335

The current estimated

rehabilitation cost for the Tharisa Mine to be incurred

taking escalation factors into account is US$

91.3

million

(ZAR1 576.9 million) (2023: US$73.5 million (ZAR1 390.5 million)). The estimate was calculated by an independent external expert. The

change is mainly due to the considerations of the closure objectives as set out in the Environmental Management Plan and what is most likely

to occur as these impacts are being reconsidered and the expected timing of performing this work which is driven to a large extent by the most

likely life of mine

. The change is also impacted to a smaller extent by

the changes in future inflation and discount rates

The current estimated rehabilitation cost is

projected to a future value based on a weighted average long

term inflation rate of 6.4

% (2023:

6.41%). The net present value of the rehabilitation estimated future value is discounted based on a weighted average SWAP cur

ve. The

calculated interest rate was 10.13% (2023: 9.98%). An insurance company has provided a guarantee to the Department of Mineral Resource

to satisfy the legal requirements with respect to environmental

rehabilitation and the Group has pledged as collateral its investments in

interest

bearing instruments to the insurance company to support this guarantee.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

24.

PROVISIONS

(continued)

Judgement and estimates:

closure objectives as set out in the Environmental Management Plan

The Group’s mining and exploration activities are subject to extensive environmental laws and regulations. The Group has made

, and expects

to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Estimated future rehabilitation costs are based principally on legal and regulatory requirements. The approved Environmental Management

Programme (‘EMPr’) of Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’) commits the company to completely backfill the pit voids to

natural ground level and restore the pre-mining land potential, namely agricultural land with grazing and wilderness capabilities. Tharisa

Minerals has evaluated alternative mine closure strategies building on the establishment of a post-mining economy with socioeconomic

benefits. An amendment application has been submitted to the Department of Mineral Resources (‘DMR’) seeking its approval for a backfill of

the pit voids concurrent with mining only, also called in-pit dumping, which results in a partial void and associated pit lake which is profiled and

‘made safe’ before rehabilitation of the surface with the residual waste rock stockpiles remaining on surface (‘pit-lake option’). This application

was supported by the necessary specialty studies. On 19 September 2023 the DMR advised that it had decided to refuse the application.

Tharisa Minerals has submitted an appeal of this decision in terms of the applicable regulations and is confident of a successful ruling in its

favour on the appeal. As there is uncertainty as to the successful outcome of the appeal, Tharisa Minerals has applied a probability weighted

factor in calculating the mine closure liability applying a 60% (2023: 60%) probability to the successful outcome of the appeal and approval of

the pit-lake option. In the alternative, Tharisa Minerals has applied a 30% (2023: 30%) probability to an alternative ‘make safe’ option with the

partial backfilling of the pit whereby the walls of the pit will be profiled at 24 degrees on a stepped basis for each bench and, with the passage

of time, result in a pit-lake forming in the void. In view of the adverse record of decision by the DMR and notwithstanding Tharisa Minerals’

expectation of a favourable ruling on the appeal, Tharisa Minerals has applied a 10% (2023: 10%) probability to the complete backfill of the

pit voids to natural ground level. The rehabilitation expense and provision has been accounted for on this basis. Tharisa Minerals is confident

of the successful outcome of the appeal in its engagement with the DMR, failing which it will proceed to challenge the decision through the

judicial system. It is not possible to determine and measure any additional requirements that may be required as the amended EMPr is

advanced through the various regulatory process, hence no provision has been made for any such potential additional requireme

nts.

At 30 September 202

the Group performed a sensitivity analysis by applying different weighted probabilities to the actual weighted probability

factor used in determining the provision for rehabilitation. A 57.5% probability was applied to the successful outcome of the appeal and

approval of the pit-lake option, a 27.5% probability used to an alternative ‘make safe’ option with the partial backfilling of the pit and a 15.0%

probability to the complete backfill of the pit voids to natural ground level. By using these probabilities, the provision for rehabilitation would

increase by US$

4.6

million (ZAR

80.1

million).

202

Provision for

disputed

mining

royalty

US$’000

Opening balance

47 715

444

Raised during the year

262

Reversed during the year

(503)

Exchange differences

850

226)

Closing balance

827

715

The Group has objected and appealed the assessments issued by SARS

imposing an additional mining royalty in relation to the 2015 and

2017 years of assessment in an amount of US$5.9 million (ZAR102.3 million) (2023: US$5.4 million (ZAR102.3 million)) (inclusive of penalties

and interest). Due to the technical nature of the matter at hand, the matter underwent two separate Alternate Dispute Resolution processes

and the matter is now set to be heard at the tax court on 31 March 2025. SARS increased the gross sales value of the PGM sales to the

minimum specified condition (of 150 parts per million) as set out in the legislation by adjusting the average PGM grade on a linear basis. SARS

did not take into account the increase in the associated costs to bring the concentrate to the minimum specified condition whether on a linear

basis or otherwise. This is inconsistent with both past practice by SARS and industry applied norms. The Group objected and appealed against

the assessment on the basis that it is not in terms of the applicable legislation. The Group has re-assessed the basis on which it is liable for

payment of the mining royalty challenging both the linear basis of grossing up the sales value and determining the incremental costs which

would be incurred in bringing the concentrate to the minimum specified standard.

In the event that

SARS would be successful, the Group has provided for an estimated incremental mining royalty for the period up to the

current year of assessment to be US$33.6 million (ZAR580.9 million) (2023: US$33.3 million (ZAR630.5 million)), with the amount net of tax

estimated to be US$24.3 million (ZAR419.1 million) (2023: US$24.3 million (ZAR460.3 million)). In addition, the remainder of the balance

provided for mainly represents estimated interest and penalties. If the Group is successful with a favourable outcome of calculating the mining

royalty on the re

assessed basis, it would result in a refund of past royalty payments with a net inflow to the Group.

The principles being applied have not been tested by either SARS or the judiciary and there is therefore uncertainty on the p

ossible outcome

of the objection which could lead to an outflow (royalty payable to SARS) or inflow (amount recovered by the company from SARS).

Furthermore, the time period to reach

finality may be protracted. Accordingly, no estimate of the contingent amount receivable has been made.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

25.

BORROWINGS

Accounting

policy: borrowings

Borrowings are non

derivative financial liabilities categorised as other financial liabilities. Borrowings are recognised initially at fair valu

net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest rate method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12

months after the reporting date.

Accounting policy: leases

The Group recognises a lease liability at the commencement date of the contract for all leases conveying the right to control

the use of

identified asset for a specified period. The commencement date is the date on which a lessor makes an underlying asset available for use

by the lessee.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement da

te, discounted

using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,

the Group uses its incremental borrowing rate as the discount rate.

Short

term leases and leases of low

value assets:

The Group has elected not to recognise lease liabilities for short

term leases that

do not contain a purchase option and

have a lease term

of 12 months or less and leases of low

value assets such as computer equipment.

202

Non

current

US$’000

Commodity off

take financing

936

347

Bond

–

listed on the Victoria Falls Stock Exchange

612

392

Asset backed

facilit

ies

282

951

ease

liabilities

536

695

366

385

Current

Commodity off

take financing

388

356

Bond

–

listed on the

Victoria Falls Stock Exchange

807

765

Asset backed

facilit

ies

182

133

ease

liabilities

734

017

Bank credit facilities

706

817

271

The fair value of borrowings approximates its carrying amounts as the interest rates charged are variable and considered to b

e market related.

At 30 September 2024, the Group has unutilised borrowing facilities

available of US$

84.6

million (2023:

US$70.3 million).

Commodity off

take financing

During the year ended 30 September 2023,

the Group concluded a US$130 million, 42

month commodity off

take based facility with Société

Générale and Absa Bank Limited. The Facility comprises a term loan of US$80 million and a revolving US$50 million facility, secured by

commodity off-take agreements, PGM commodity hedging derivative (note 17) and restricted bank deposit (note 17). Interest accrues at the

SOFR plus 360 basis points on the term loan and the SOFR plus 420 basis points on the revolving facility. The financing is repayable over 42

months that commenced during October 2023. The revolving US$50 million facility was undrawn as at 30 September 2024 and 30 September

2023

The balance outstanding at 30 September 2024 amounted to US$30.3 million (2023: US$

77.7

million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

25.

BORROWINGS

(continued)

Bond

–

listed on the Victoria Falls Stock Exchange

On 16 December 2022, a subsidiary of the Company, Karo Mining Holdings plc (‘Karo Mining’) raised external funds of US$26.4 m

illion through

the issuance of a listed bond on the VFEX in Zimbabwe. The bond has a 3-year maturity, has an annual coupon of 9.5% and is measured at

amortised cost using the effective interest rate. Interest payments will occur every 6-months. The Company has guaranteed the capital amount

and interest payments relating to the bond issue.

The fair value of the bond will typically be determined at its closing market value on the VFEX. However, during the

year

ended

September

2024, no trading

(2023: no trading)

occurred resulting in no available market value of the bond.

Asset backed facilities

Asset

backed

facilities comprise of the equipment loan facility, Atrafin loan, commercial asset finance and the revolving facility.

Equipment loan facility

The equipment loan facility represents funding for certain Caterpillar mining equipment, both replacement parts and new minin

g equipment,

from Caterpillar Financial Services Corporation. The total facility amounts to US$35 million (2023: US$35 million), bears interest rates between

the one-month SOFR plus 325 basis points and the one-month SOFR plus 350 basis points (2023: one-month SOFR plus 325 basis points

and one-month SOFR plus 350 basis points) and is repayable over 48 months from drawdown. The unutilised portion of the facility

(US$19.5 million) (2023: US$15.8 million) is available for drawdown until 28 February 2027. The acquired equipment serves as security for

the loan facility.

The equipment loan facility contains the following Group financial covenants:

• Net debt to tangible net worth not higher than 1.4 times;

• Net debt to EBITDA lower than 2.0 times; and

•

EBITDA to interest greater than 4.0 times.

At 30 September 202

and 30 September 202

, the Group complied with all financial covenants.

Atrafin loan

The loan from Atrafin LLC is for a total

amount of US$3.7 million (202

: US$3.7 million), bears interest at the six

month SOFR plus 225 basis

points (2022: six-month US Libor plus 200 basis points) and is repayable in ten equal bi-annual instalments ending May 2026. The balance

outstanding at 30 September 202

amounted to US$

1.5

million (202

: US$

2.2

million).

Commercial Asset Finance

The commercial asset finance facility with Absa Bank Limited is for US$8.7 million (ZAR150.0 million) (2023: US$7.9 million (ZAR150 million)).

The balance outstanding at 30 September 2024 amounted to US$4.9 million (2023: US$5.5 million). The facility bears interest at the South

African Prime rate less 115 basis points and is repayable monthly in arrears over 48 months. The equipment acquired by utilising this facility

serves as security. As part of the commercial asset finance facility, Absa Bank Limited provided Tharisa Minerals Proprietary Limited with a

bank overdraft facility to the value of US$8.7 million (ZAR150.0 million). At 30 September 2024 and 30 September 2023, the overdraft facility

was available in full

and included in the unutilised borrowing facilities

Revolving facility

The revolving facility with Wesbank Corporate Finance for a facility of US$7.2 million (ZAR125 million) (2023: US$6.9 million (ZAR125 million))

bears interest at the RSA prime rate less between 65 and 115 basis points and is repayable monthly in arrears between 36 and 48 months

from November 2022. The facility is for financing mining equipment and specifically includes drill rigs and excavators. Such equipment serves

as security for the facility.

The balance outstanding at 30 September 202

amounted to US$

million (202

: US$

million).

Lease liabilities

The Group entered into a number of lease arrangements for the renting of office buildings, premises, computer equipment, vehi

cles and mining

fleet. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that do not contain a purchase

option and that have a lease term of 12 months or less and leases of low-value assets such as computer equipment. Lease expenses of

US$1.4 million (2023: US$0.1 million) and US$0.1 million (2023: US$0.1 million) were included in cost of sales and other operating expenses

respectively for the year ended 30

September 202

The duration of leases relating to buildings and premises is for a period of five years, payments are due at the beginning of

the month escalating

annually on average by 8.0%. At 30 September 2024, the remaining term of these leases vary between one and three and a half years (2023:

one and f

our and a halve

years). These leases are secured by cash deposits varying from one to three times the monthly lease

payments.

The duration of leases relating to the mining fleet and

manufacturing equipment are for periods between twelve and forty eight months (202

twelve and forty eight months) and bear interest at interest rates between the South African prime interest rate and the South African prime

interest rate plus 375 basis points (2023: South African prime interest rate and South African prime interest rate plus 375 basis points). The

leases are secured by the mining fleet leased.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

25.

BORROWINGS

(continued)

2024

2023

ease payments due:

US$’000

Within one year

797

116

Two to five years

570

718

367

834

Less future finance charges

(122)

Present value of lease payments due

270

712

Present value of lease payments due:

Within one year

734

2 017

Two to five years

536

695

270

712

Bank credit facilities

The bank credit facilities relate to pre

and post

shipment finance and discounting of the letters of credit by the Group’s banks following

performance of the letter of credit conditions by the Group, which results in funds being received in advance of the normal payment date.

Interest on these facilities at the reporting date varied between the one-month SOFR plus 165 basis points and the three-month SOFR plus

285 basis points (2023: one-month SOFR plus 165 basis points and the one-month SOFR plus 305 basis points). Inventory serves as security

for credit facilities. The available bank credit facilities at 30 September 2024 amounted to US$39.3 million (2023: US$20.0 million). Bank credit

facilities are not included in unutlised borrowing facilities at 30 September 202

Asset

backed

facilities

Commodity

off-take

financing

Bond

–

listed on the

Victoria Falls

Stock

Exchange

Lease

liabilities

Bank credit

facilities

Total

borrowings

US$’000

Balance 30

September 2023

084

703

157

712

139

656

Changes from financing cash flows

Advances: bank credit facilities

832

Repayment: bank credit facilities

(33

126)

(33

126)

Advances

received

069

286

355

Repayment of borrowings

(13

654)

(68

)

(81

)

Principal l

ease payments

126)

Repayment of interest

623)

)

549)

(111)

(104)

(10

)

Changes from financing cash

flows

208)

(53

120)

549)

237)

602

(46

512)

Foreign currency translation

differences

462

664

141

267

Non

cash flow l

iability

related changes

Lease agreements entered into

544

measurement of lease liabilities

(9)

Interest expense

675

073

811

111

104

774

Revaluation of foreign denominated loan

549)

996)

537)

Total liability

related changes

126

077

811

654

104

772

Balance at 30 September 202

464

324

419

270

706

106

183

Non

current borrowings

282

936

612

536

366

Current borrowings

182

388

807

734

706

817

Total borrowings

464

324

419

270

706

106

183

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

25.

BORROWINGS

(continued)

Asset backed

facilities

Commodity

off-take

financing

Bridge term

loan

Bond

–

listed

on the

Victoria Falls

Stock

Exchange

Lease

liabilities

Bank credit

facilities

Property

loans

Total

borrowings

US$’000

Balance 30

September 202

943

579

809

553

884

Changes from financing cash flows

Advances: bank credit facilities

890

Repayment: bank credit facilities

(29

689)

(29

689)

Net repayment of bank credit facilities

(23

799)

(23

799)

Advances received

022

732

936

392

180

082

Repayment of borrowings

(15

443)

(61

429)

(550)

(77

422)

Principal lease

payments

500)

Repayment of interest

865)

015)

115)

(241)

(48)

284)

Changes from financing cash flows

286)

732

508)

277

741)

(23

847)

(550)

077

Foreign currency

translation differences

503)

146)

(129)

(3)

781)

Non

cash flow l

iability

related changes

Lease agreements entered into

133

measurement of lease liabilities

502

Interest expense

945

101

255

880

241

460

Revaluation of foreign denominated loan

985

253

127

381

Total liability

related changes

930

117

508

880

003

476

Balance at 30

September 202

084

703

157

712

139

656

Non

current borrowings

951

347

392

695

385

Current borrowings

133

356

765

017

271

Total borrowings

084

703

157

712

139

656

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

26.

OTHER FINANCIAL LIABILITIES

Accounting policy

Measurement: Financial liabilities at fair value

through profit or loss

Financial liabilities carried at fair value through profit or loss are initially recorded at fair value and transaction costs

are expensed in the

statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial liabilities held at

fair value through profit or loss are included in the statement of profit or loss in the period in which they arise. Where management has

designated to recognise a financial liability at fair value through profit or loss, any changes associated with the Group’s own credit risk will be

recognised in other comprehensive income.

Derecognition: Financial liabilities

The Group derecognises financial liabilities only when its obligations under the

financial liabilities are discharged, cancelled or expired. The

difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-

cash assets transferred or liabilities assumed, is reco

gnised in profit or loss.

202

Non

current liabilities

Fair value hierarchy

US$’000

Option granted to NCI to call upon shares in Karo Platinum (Private) Limited

Level 3

Current liabilities

PGM

commodity hedges derivative

(refer to note

)

Level 2

27.

TRADE AND OTHER PAYABLES

Accounting policy

Trade and other payables, excluding payroll creditors and leave pay accruals are non

derivative financial liabilities categorised as other

financial liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the

effective interest

rate

method.

Provision is made for employee entitlement benefits accumulated as a result of employees rendering services up to the reporti

ng date.

Liabilities arising in respect of salaries, annual leave and other benefits due to be settled within 12 months of the reporting date are measured

at rates which are expected to be paid when the liability is settled.

202

US$’000

Trade payables

377

329

Accrued expenses

413

897

Leave pay accrual

620

520

Value added tax

payable

108

497

Other payables

–

related parties (note 3

)

112

109

Other payables

102

112

105

732

464

rade payables in foreign currency

balances

translated to US$

were as follows:

US$

269

647

ZAR

834

793

EUR

270

857

Other

377

329

The amounts above are

unsecured, non

interest bearing and

payable within one year from the reporting period. The amounts reflected above

approximate fair value

, due to the short

term thereof

28.

CONTRACT LIABILITIES

Accounting policy

Contract liabilities

are non

derivative financial liabilities categorised as other financial liabilities.

Contract liabilities

are recognised

when a

customer has paid the consideration or the payment is due from the customer before the entity has transferred all of the promised goods or

services in a contract. Timing of revenue recognition may differ from the timing of invoicing to customers. A contract liability is measured based

on the unearned revenue received (income received in advance) within a contract and is presented as a current liability in the statement of

financial position due to its short

term nature

202

US$’000

Freight services

507

1 876

The balance represents deferred revenue for which performance conditions still have to be satisfied.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

29.

OPERATING

CASH FLOWS BEFORE CHANGES IN WORKING CAPITAL

202

US$’000

Profit for the year

642

776

Adjustments for:

Depreciation of property, plant and equipment

(note 14)

723

Amortisation of intangible assets

(note 15)

Profit on disposal

of property, plant and equipment

(note 14)

(57)

(19)

Net realisable value reversal

(note 19)

(141)

(243)

Write off of property, plant and equipment

(note 14)

942

454

Expected credit loss allowance raised/(reversal) (note 20)

(114)

Equity

settled share

based payments

(note 8)

388

999

Changes in fai

value of financial assets at fair value through profit or loss

(note 3

)

(848)

151)

Changes in fair value of financial liabilities at fair value through profit or loss – unrealised

(note 33)

431

(16

827)

Net foreign exchange

(gain)/

(533)

590

Interest

income

(note 10)

597)

772)

Interest

expense

(note 10)

878

7 101

Tax

(note 12)

564

Operating cash flows before changes in working capital

2 923

142

599

30.

TAX PAID

202

US$’000

Opening balance

Current taxation receivable

851

302

Current taxation payable

(766)

056)

Corporate income tax for the year

(note 12)

(18

441)

(26

051)

Special contribution for defence in Cyprus

(note 12)

(227)

(118)

Dividend

withholding tax

(note 12)

(520)

(658)

Tax refunds received

(10)

225)

Interest

receiv

able

Closing balance

Current taxation receivable

859)

(1 851)

Current taxation payable

877

766

Exchange differences on

translation

471

(114)

Tax paid

(23

616)

(29

985)

31.

INTEREST

PAID

202

US$’000

Interest paid borrowings (note 25)

(10

767)

284)

Interest paid South Africa Revenue Services

(84)

(8)

Other interest paid

(110)

(65)

Transaction costs paid

(810)

(11

771)

357)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

32.

DIRECTORS INTEREST IN STATED CAPITAL

202

LC Pouroulis

0.42

0.41

P Pouroulis

2.73

2.69

MG Jones

0.24

A Djakouris

0.01

C Bell

0.02

Total

3.41

3.37

Where a member of the Board of Directors holds no direct or indirect interest, the director is not reflected in the table abo

ve.

There has been no change in the Director’s interests in the share capital of the Company between the end of the financial yea

r and the date

of the approval of the consolidated financial statements.

33.

FINANCIAL RISK MANAGEMENT

Accounting

policy: Financial instruments

classification

The Group classifies its financial instruments in the following categories:

• At fair value through profit or loss

• At fair value through other comprehensive income

•

At amortised cost

The Group

determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by

the Group’s

business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading

are classified at fair value through profit or loss, for other equity instruments, on the day of acquisition the Group can make an irrevocable

election (on an instrument-by-instrument basis) to designate them as at fair value through other comprehensive income. Financial liabilities

are measured at amortised cost, unless they are required to be measured at fair value through profit or loss (such as derivatives) or the Group

has designated to measure them at fair value through profit

or loss.

The following table presents the classification of the Group’s financial instruments:

Financial assets

Classification

Investments in money markets, current accounts, cash funds and income funds

Fair value through profit or loss

PGM commodity hedging derivative

Fair value through profit or loss

Investment in equity instruments

Fair value through profit or loss

Restricted bank deposit

Amortised cost

Trade and other receivables

Amortised cost

PGM

receivables

Fair value

through profit or loss

Forward exchange contracts

Fair value through profit or loss

Cash and cash equivalents

Amortised cost

Financial liabilities

Classification

Borrowings

Amortised cost

Option granted to NCI to call upon shares in

Karo Platinum (Private) Limited

Fair value through profit or loss

PGM commodity hedging derivative

Fair value through profit or loss

Trade and other payables

Amortised cost

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT

(continued)

In the ordinary course of

business the Group is exposed to credit risk, liquidity risk, and market risk. This note presents information about the

Group's exposure to each of the aforementioned risks and its objectives, policies and processes for measuring and managing risks. Further

quantitative disclosures are included throughout this note.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate

risk limits and

controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in

market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a

disciplined and

constructive control environment in which all employees understand their roles and obligations.

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

Credit risk

Credit

risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its c

ontractual obligations

and arises principally from the Grou

p's trade and other receivables,

cash and cash equivalents and

other financial assets

Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, managem

ent also

considers the demographics of the Group's customer base, including the default risk of the industry and country, in which customers operate,

as these factors may have an influence on credit risk. In monitoring customer credit risk, management reviews on a regular basis the ageing

of trade and other receivables to obtain comfo

rt that there are no past due amounts

without acceptable mitigating credit information available

The Group establishes an allowance for credit losses that represents its estimate of expected credit losses in respect of tra

de and other

receivables. The Group applies a simplified approach to measure the loss allowance for trade receivables, using the lifetime expected loss

provision. The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default experience and

credit rating if available, adjusted as appropriate for current observable data.

The main component of the allowance for credit losses (if applicable) is a specific loss component that relates to individual

ly significant

exposures. As at 30 September 2024 and 30 September 2023, none of the carrying amounts of trade receivables that are past due, but not

impaired require the recognition of an allowance for credit losses due to their insignificant exposure to credit risk. Receivables that were neither

past due nor impaired relate to customers for whom there was no recent history of default and for whom no current observable adverse credit

information

is available.

The allowance for credit losses in respect of trade and other receivables is used to record credit losses unless management i

s satisfied that

no recovery of the amount owing is possible and at that point the amount considered irrecoverable is written off against the financial asset

directly.

The most significant exposure of the Group to credit risk is represented by the carrying amount of trade receivables. The Boa

rd of Directors

performs regular ageing reviews of trade receivables to identify any doubtful balances. Based on the review performed for the reporting period,

the Board of Directors concluded that other than the allowance for credit losses raised against sundry customers (refer to note 20), no further

allowance for credit losses is required in respect of trade receivables due to their insignificant exposure to credit risk. 33.7% and 31.2% of the

trade receivables were due from the Group's largest customer as at 30 September 202

and 30

September

202

respectively.

Investments in money markets, current accounts, cash funds and income funds

restricted bank deposit and cash

The Group limits its exposures on cash and cash equivalents by dealing only with well

established financial institutions of

high

quality

credit

standing. The majority of the Group's cash resources were deposited with HSBC based in Hong Kong, Nedbank in South Africa and Stanlib

in South Africa

The Group invests only in well

known reputable financial institutions.

The majority of the investment in

money markets, current accounts,

cash

funds

and income funds are kep

in cash at financial institutions of high credit quality standing.

The maximum exposure to credit risk at the reporting date of the consolidated financial statements was:

US$’000

Financial assets

945

6 040

Restricted

bank deposit

000

713

Trade and other receivables

194

103 741

Contract

assets

507

876

Cash and cash equivalents

217

675

255

300

324

321

380 670

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financia

l liabilities that are settled

by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always

have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or

risking damage to the Group's reputation. At 30 September 2024 the Group had undrawn banking facilities of US$84.6 million

(ZAR

460.3

million) (202

: US$

million (ZAR

330.3

million))

available (note 2

Management is aware of the above risk. Liquidity risk is monitored on a regular basis and management is

taking steps deemed necessary in

an attempt to manage the corresponding risk. This excludes the potential impact of extreme circumstances that cannot reasonably be

predicted, such as natural disasters. In addition, financial risk management may not be possible for instances where weakened commodity

prices persist, forecast production not being achieved and further funding is not raised.

The following table presents the remaining contractual maturities of the Group's financial liabilities at the end

of the reporting period, which are

based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates

current at the end of the reporting period) and the earliest date the Group can be

required to pay:

Contractual undiscounted cash flow

Within 1 year

or on

demand

More than 1

year but less

than 2 years

More than 2

years but

less than 5

years

More than 5

years

Total

Carrying

amount

30 September 202

US$’000

Borrowings

383

373

7 923

113

679

106

183

Trade and other payables

591

111

974

373

923

165

270

157

774

30 September 20

Borrowings

71 402

37 728

48 446

157 576

139

656

Trade and other payables

550

121 952

37 728

48 446

208 126

190

206

Market risk

Market risk is the risk that changes in market prices, such as

foreign exchange rates and interest rates, will affect the Group's income and the

values of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable

parameters, while optimising the

return.

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Cu

rrency risk arises

when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's functional

currency.

The Group is exposed to currency risk on transactions that are denominated in a currency other than the respective functional

currency of the

Group entities. These currency risk exposures arise primarily from exchange rate movements in

US$ and

ZAR.

Management is aware of the above risk. Currency risk arising from currency fluctuations is monitored on a regular basis and m

anagement is

taking steps deemed necessary in managing the corresponding risk. These steps may include entering from time to time, into forward exchange

contracts within board

approval limits.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Market risk (continued)

The following table details the Group's exposure at the end of each reporting period to currency risk arising from recognised

assets and

liabilities denominated in a currency other than the functional currency of the entity to which they relate. Exposures in US$ relate to recognized

assets and liabilities denominated in US$ of entities of the Group that have a functional currency other than US$. For presentation purposes,

the amounts of the exposure are shown in US$, translated using the spot rate at the reporting date. The spot rates used at the reporting date

against the US$ are a) US$:ZAR, 17.27 (2023: 18.91); b) US$:EUR, 0.90 (2023: 0.94) and c) US$:GBP, 0.75 (2023: 0.82). Differences resulting

from the translation of the financial

statements of foreign operations into the Group's presentation currency are excluded.

The Group entered into a number of forward exchange contracts to hedge certain aspects of the foreign exchange risk associate

d to the

conversion of the US$ to the ZAR and the EUR against the ZAR. The net exposure of these contracts was US$48.1 million (2022:

US$

11.0

million) with various expiries no later than

October

202

(20

: no later than

November

)

At the reporting date the Group's exposure to currency risk was as follows:

30 September 202

Amounts in US$’000

US$

ZAR

€

CHF

GBP

Other financial assets

6 000

Trade and other receivables

305

142

641

109

Current taxation

229

Cash and cash equivalents

343

477

Borrowings

(49

205)

(17)

Current

taxation

(393)

Trade and other payables

842)

897)

486)

(102)

(292)

601

692)

469)

(100)

(162)

30 September 2023

US$

ZAR

€

AUD

GBP

Other financial assets

13 713

Trade and other

receivables

485

450

Current taxation

(682)

Cash and cash equivalents

65 329

429

246

Borrowings

(101

531)

(53)

117)

Trade and other payables

(103)

606)

651)

(7)

(258)

893

097)

642)

124)

(156)

A 10.0% strengthening of the US$ against the above currencies at the reporting date would have changed profits and equity by

the amounts

presented below. This analysis assumes that all other variables, and in particular interest rates, remain constant. The analysis has been

performed on the same basis for each reporting date.

202

(Decrease)/

increase/

in profit or loss

and equity

(Decrease)/

increase

in profit or loss

and equity

US$’000

US$

289)

(655)

ZAR

410

455

€

163

183

CHF

AUD

125

GBP

A 10.0% weakening of the US$ against the above currencies at each reporting date would have had an equal but opposite effect

to the

amounts shown above, on the basis that all

other variables remain constant.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Interest rate risk

Interest rate risk is the Group's exposure to movements in interest rates. It arises as a result of timing differences on the

repricing of assets

and liabilities. Management is aware of the above risk. Interest rate risk is monitored on a regular basis and management is taking steps

deemed necessary

managing

the corresponding risk.

As at the reporting date, the interest rate profile of the Group was as follows:

202

US$’000

Variable rate financial assets

Investments in money markets, current

accounts, cash funds and income funds

6.9%

8.6%

485

040

Restricted

bank

deposit

3.8%

000

713

Cash and cash equivalents

8.2%

217

675

255 300

231

160

275

053

Variable rate financial liabilities

Commodity off

take financing

SOFR plus 3.6%

324

703

Equipment loan facility

month SOFR plus

between 3.25% and

3.5%

month SOFR plus

between 3.25% and

3.5%

463

099

Atrafin loan

month SOFR plus

2.25%

month

SOFR

plus

.25

495

243

Absa commercial asset finance

RSA prime less 1.15%

902

508

Wesbank revolving facility

RSA prime less

between 0.65% and

1.15%

RSA prime less

between 0.65% and

1.15%

604

234

ease

liabilities

5.9%

RSA prime +

3.75%

5.9%

RSA prime +

3.75%

270

713

Bank credit facilities

month SOFR plus

1.65% and 3-month

SOFR plus 2.85%

706

764

112 500

A change of 100

basis points in interest rates at each reporting date would have changed profits and equity by the amounts presented below.

This analysis assumes that all other variables, and in particular foreign currency rates, remain constant. The analysis has been performed on

the same basis for each reporting date.

202

Increase/

(decrease) in

profit or loss and

equity

Increase/

(decrease) in

profit or loss

and equity

US$’000

Investments in money markets, current accounts, cash funds and

income funds

515

498

Restricted

bank deposit

Cash and cash equivalents

902

535

Commodity off

take financing

(300)

(833)

Equipment loan facility

(145)

(200)

Atrafin loan

(14)

(24)

Absa commercial asset finance

(46)

(57)

Wesbank

revolving facility

(43)

(54)

ease

liabilities

(12)

(29)

Bank credit facilities

(14)

942

838

A decrease of 100 basis points in interest rates at each reporting date would have had an equal but opposite effect to the am

ounts shown

above, on the basis that all other variables remain constant.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Fair values

The Board of Directors considers that the fair values of significant financial assets and financial liabilities

approximate to their carrying values

at each reporting date.

Financial instruments carried at fair value:

The following table presents the carrying values of financial instruments measured at fair value at the end of each reporting

period across the

three levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, with the fair value of each financial instrument categorised

in its entirety based on the lowest level of input that is significant to that fair value measurement.

The levels are defined as follows:

Level 1: fair values measured using quoted prices (unadjusted) in active

markets for identical financial instruments (highest level).

Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation met

hodologies in which

all significant inputs are directly or indirectly based on observable market data.

Level 3: fair values measured using valuation methodologies in which any significant inputs are not based on observable marke

t data.

Fair value

202

Valuation technique

Financial

instrument

level

US$’000

nd key inputs

Financial assets measured at fair value

Investments in money markets, current

accounts, cash funds and income funds

Level 2

485

040

Quoted market price for similar

instruments

PGM commodity hedging derivative

Level 2

369

Quoted market metal

prices

Forward exchange contracts

Level 2

366

Quoted market closing exchange

rates

Investments in equity instruments

Level 1

Quoted market price

Trade and other receivables measured at

fair value

PGM receivables

Level 2

615

900

Quoted market metal prices and

exchange rate

Financial liabilities measured at fair value

Option granted to NCI to call upon shares in

Karo Platinum

(Private) Limited

Level 3

- 11 Discounted cash flow valuation and a

Monte Carlo Simulation model

PGM commodity hedges derivative

Level 2

Quoted market

metal prices

There have been no transfers between fair value hierarchy levels in the current year.

Refer

to note 20 for the

fair value recognised relating to the PGM discounting receivable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Fair value gains and

losses recognised in the financial instruments during the year:

202

US$’000

Changes in fair value of financial assets at fair value through profit or loss

Investments in equity instruments

Investments in money

markets, current accounts, cash funds and income funds

544

367

PGM commodity hedges derivative

497

Forward exchange contracts

272

258

151

Chan

ges in fair value of financial liabilities

at fair value through profit or loss

PGM discount facility hedging derivative

Option granted to NCI to call upon shares in Karo Platinum (Private) Limited

unrealised

768

PGM commodity hedges derivative

–

realised

2 988

PGM commodity hedges derivative

–

unrealised

)

557

827

Level 3: Option granted to NCI to call upon shares in Karo Platinum (Private) Limited

(‘Karo Platinum’)

The Republic of

Zimbabwe has an option to increase its

shareholding in Karo Platinum by 11.0% exercisable after 24 months from

30 March 2022, but before 36 months, payable in cash at the net present value of Karo Platinum at 30 March 2022. The option represents a

financial instrument which is recognised at fair value through profit or loss. At 30 September 2024, the Group completed a valuation of Karo

Platinum. In determining the fair value, the discounted cash flow valuation technique was used. The following significant inputs were used in

determining the fair value:

202

PGM basket price (6E)

US$/oz

855

565

Base metal basket price

US$/t

929

315

Life of Mine

years

Annual throughput

220

215

6E PGM grade per tonne feed

g/t

3.0

Annual production (6E)

193

211

PGM recovery

82.74%

81% first three

years, thereafter

83%

WACC

10.4%

The Monte

Carlo simulation was used in determining the fair value of Karo Platinum at the end of the 36

month period (31 March 2025). The

option value has been determined by averaging the discounted values between month 25 and 36 (the period in which the option can be

exercised).

The following significant inputs were used:

202

Strike price:

Independently verified net present value of Karo

Platinum as at 30 March 2022 using a discounted

cash flow model

US$71.8 million

Valuation of 11.0% of Karo Platinum

Discounted cash flow model

US$

million

US$37.4 million

Volatility:

Sector volatility (converted to monthly)

4.0%

4.4%

Drift: Risk free rate (converted to monthly) based on the

US risk free zero yield curve and includes a country

risk premium for the operations being in Zimbabwe.

1.5% 1.3%

Time step:

Annual time intervals

1.0

Discount rate:

Converted to

monthly

0.81%

0.87%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

33.

FINANCIAL RISK MANAGEMENT (continued)

Estimation of fair values

The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) i

s determined by using

valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end

of each reporting period. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining

financial instruments. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the end of

the reporting period.

he carrying value less impairment allowance of trade receivables and the carrying value of trade payables are assumed to appr

oximate their

fair values as the short term effect of discounting is not material. The fair value of financial liabilities for disclosure purposes is estimated by

discounting the future contractual cash flows at the current market interest rate that is available to the Company for simila

r financial instrument

carrying v

alue of financial assets and liabilities at amortised cost approximates its fair value.

34.

RELATED PARTY TRANSACTIONS AND BALANCES

In the normal course of the business, the Group enters into various transactions with related parties. Related party transact

ions exist between

shareholders, directors, directors of subsidiaries and key management personnel. Outstanding balances at the year-end are unsecured and

settlement occurs in cash.

All intergroup transactions have been eliminated on consolidation.

202

US$’000

Trade and other receivables

(note 2

)

Rocasize Proprietary Limited

374

112

Trade and other payables

(note 27)

Rocasize Proprietary Limited

Amounts due to Directors

and former Directors

J Salter

O Kamal

C Bell

R Davey

S Lo Wai Man

C Hao

G Zvaravanhu

Djakouris

Z Hong

110

105

Total other payables

111

109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

34.

RELATED PARTY TRANSACTIONS AND BALANCES

(continued)

202

US$’000

Revenue

Rocasize

Proprietary Limited

Cost of sales

The

Tharisa Community Trust

Rocasize Proprietary Limited

423

528

Other income

Rocasize Proprietary Limited

Compensation to key management:

Salary and

fees

Expense

allowances

Share-based

payments

Provident

fund and risk

benefits

Bonus

Total

202

US$’000

Non

Executive Directors

627

Executive Directors

838

468

397

Other key management

746

408

230

211

149

876

254

2023

Non

Executive Directors

637

Executive Directors

759

606

383

828

Other key management

738

187

406

413

134

793

138

789

878

based awards to the Directors are

disclosed in note 11. Det

ails of each plan are disclosed in note 8. Awards

to the key management in

the period under review are as follows:

202

Ordinary shares

Opening

balance

Allocated

Vested

Forfeited

Total

LTIP

987 940

207

355

(693

923)

501 372

Ordinary shares

Opening

balance

Allocated

Vested

Forfeited

Total

LTIP

642 207

668

225

(64

498)

(257

994)

987

940

Relationships between parties:

The Tharisa Community Trust and Rocasize Proprietary Limited

The Tharisa Community Trust is a

former

shareholder of Tharisa Minerals Proprietary Limited

The Tharisa Community Trust

owns 100% of

the issued ordinary share capital of Rocasize Proprietary Limited.

35.

CONTINGENT LIABILITIES

As at 30 September

202

, there is no litigation (202

: no litigation), current or pending, which is considered likely to have a material adverse

effect on the Group.

Refer to note 3

for guarantees

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September 2024

36.

CAPITAL COMMITMENTS AND GUARANTEES

Capital commitments

US$’000

Authorised and contracted

098

156

219

Authorised and not contracted

831

490

46 929

157

709

The above commitments are with respect to property, plant and equipment and are outstanding at the respective reporting perio

d. All

contracted amounts will be funded through existing funding mechanisms within the Group and cash generated from operations. Balances

denominated in currencies other than the US$ were converted at the closing rates of exchange ruling at 30 September

Guarantees

The Company issued a guarantee

limited to US$10.0 million (2023: US$10.0 million) as

a security for trade finance facilities provided by a

bank to Arxo Resources Limited.

Karo Mining Holdings plc, a subsidiary of the Company, issued fixed income notes with a tenor of three years on 16 December 2

022 listed

on the Victoria Falls Stock Exchange to the value of US$26.8 million to external subscribers and US$10.0 million to Arxo Finance plc. The

Company guarantees the capital repayment and interest of subscribers.

Tharisa Minerals Proprietary Limited entered into an equipment loan facility of US$35.0 million (2023: US$35.0 million) with

Caterpillar

Financial Services Corporation. The equipment loan facility is secured by a first notarial bond over the equipment and is guaranteed by the

Company.

The Company issued a guarantee limited to US$17.4 million (ZAR300.0 million) (2023: US$15.9 million (ZAR300.0 million)) to Ab

sa Bank

Limited in respect of the Commercial Asset Finance and overdraft facilities of Tharisa Minerals Proprietary Limited.

The Company guarantees a total of US$8.1 million (ZAR153 million) (2023: US$8.1 million (ZAR153 million)) to third party supp

liers

of Tharisa Minerals Proprietary Limited.

An insurance company has provided a guarantee to the Department of Mineral Resources to satisfy the legal requirements with r

espect to

environmental rehabilitation and the Group has pledged as collateral its investments in interest-bearing instruments to the insurance

company to support this guarantee. The total value of the guarantee is US$31.6 million (ZAR545.5 million) (2023: US$22.1 million

(ZAR418.9

million)).

The Company issued a guarantee to Absa Bank

Limited which guarantees payment of certain liabilities of Arxo Logistics Proprietary Limited

to Transnet amounting to US$1.1 million (ZAR19.4 million) (2023: US$1.0 million (ZAR19.4 million)).

The Company and Arxo Metals Proprietary Limited jointly indemnify a third party for any claims which may result from negligen

ce or breach

in terms of the plant operating agreement between Arxo Metals Proprietary Limited and the third-party. This contract expired on

September 2024.

37.

EVENTS AFTER THE

27 November

202

, the Board has proposed a final

dividend of

nts

per share, subject to the necessary shareholder approval at

the Annual General Meeting.

The Board of Directors is not aware of any

other

matter or circumstance arising since the end of the financial year that will impact these

financial results.

REPORTING PERIOD

38.

DIVIDENDS

During the year ended 30 September 2024, the Company

declared and paid a final dividend of US 2.0 cents per share in respect of the

financial year ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of the

financial year ended 30 September 2024

During the

year

ended 30 September 2023, the Company declared and paid a final dividend of US 4.0 cents per share in respect of the

financial year ended 30 September 2022. In addition, an interim dividend of US 3.0 cents per share was declared and paid in respect of the

financial year ended 30 September 2023.

SEPARATE FINANCIAL STATEMENTS

30 September 2024

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

100

REVENUE

Accounting policy

Revenue comprises dividend income received from subsidiaries

and interest income relating to intergroup preference share dividends received

from subsidiaries

. Dividend income is recognised on the date that the Company’s right to receive payment is established.

Revenue also comprises of interest revenue recognised and measured on the effective interest rate method, as well as the unwinding of notional

interest on financial assets classified and measured at fair value through profit or loss. The interest revenue is recognised when it accrues to

the Company.

202

US$’000

Dividend income

subsidiaries

(note 20)

16 000

000

Dividend income

Interest revenue (note 20)

746

249

750

41 249

The interest revenue on the effective interest rate method of US$1

million (202

: US$

14.0

million) represents the accrued preference share

dividends relating to the preference share investment that forms part of the net investment in Tharisa Minerals (Proprietary) Limited, a subsidiary

of the Company. The interest revenue also includes the unwinding of notional interest of US$1.5 million (2023: US$2.2 million) relating to the

preference share investment that forms part of the net investment in Arxo Finance plc, a subsidiary of the Company. Refer to

note 1

DIRECTORS REMUNERATION

Directors’ share awards

Details of each plan are

disclosed in note 4. Non

Executive Directors are not entitled to participate in the Group’s share award plan. The number

of LTIP awarded to the Executive Director by

the Company, are set out in the following tables:

2024

LTIP Ordinary shares

Opening

balance

Allocated

Vested

Forfeited

Total

LC Pouroulis

133 017

(28

215)

802

2023

LTIP Ordinary shares

Pouroulis

82 072

702

552)

(14

205)

133

017

The remuneration of the Directors

, as paid by the Company,

is set out in the following table:

202

Directors’

fees

Salary

Bonus

based

payment

Total

Directors’

fees

Salary

Bonus

based

payment

Total

US$’000

Executive

LC Pouroulis

Non

executive

JD Salter

122

A Djakouris

104

OM Kamal

C Bell

122

R Davey

104

G Zvaravanhu

C Hao

***

ZL Hong

***

Total

587

596

Resigned on 21 February 2024

***

Appointed on 1 October 2023

Appointed on 21

February 2024

****

Resigned on 30 September 2023

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

101

OPERATING EXPENSES

202

US$’000

Directors

’

remuneration (note 6)

675

679

Equity

settled share

based payments

717

702

Business development

179

Statutory a

udit

services

331

319

Consulting and professional

339

364

Administration (note 20)

813

966

Net movement in i

mpairment losses

for investments in subsidiaries

(note 1

)

040

1 000

Listing fees

409

455

Travelling

239

177

Sundry expenses

341

270

299

6 432

FINANCE INCOME

202

US$’000

Interest income

TAX

Accounting policy

Income tax comprises current and deferred taxes. Income tax

is recognised in profit or loss

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted

at the reporting

date, and any adjustments to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for fin

ancial reporting

purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary

differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting

date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset

current tax liabilities and assets, and they relate to

income taxes levied by the same tax authority on the same taxable entity.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that

the related tax benefit

will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the

related dividend is established.

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions a

nd whether

additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about

future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing

tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a det

ermination is made.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

102

TAX

(continued)

202

US$’000

Current tax

Corporation tax

–

current year

111

Special contribution to the defence fund

–

current year

103

Dividend withholding tax

520

658

680

769

Deferred tax

Dividend

withholding tax (note 1

)

725

811

Income

tax comprises

current tax/

corporation tax

, deferred tax, dividend withholding tax

and special contribution for defence. Corporation tax

is provided at the rate of 12.5% (2023: 12.5%), dividend withholding tax relating to foreign dividends received at 5.0% and deferred tax at the

rate the temporary difference relates to. Special contribution for defence is provided on passive interest at the rate of 30%. 100% of passive

interest income is disallowed in the computation of chargeable income for corporation tax purposes (20

100%).

202

Tax reconciliation

US$’000

rofit before tax

441

Tax calculated at

12.5% (202

: 12.5%)

3 430

Tax

effect of allowances and income not subject to tax

)

(5 160)

Tax effect of expenses not deductible for tax purposes

809

1 717

Current tax

dividend withholding tax

520

658

Special contribution to the defence fund

103

Recognition of deemed interest income for tax purposes

124

Deferred tax: dividend

withholding tax (note 1

)

Tax charge

725

811

Dividend

withholding tax arose on ordinary and preference dividends declared and paid by South

African subsidiaries to the Company (refer to

notes 10 and 15). Dividend withholding tax is calculated at a tax rate of 5.0% in terms of the Double Taxation Agreement between Cyprus and

South Africa.

202

Tax pa

yable

US$’000

Balance at the beginning of the year

105

Current tax charge

680

769

Payments made

(595)

(727)

Balance at the end of the year

190

105

Significant judgement:

Taxes

Judgement is required in determining the liability for income taxes due to

the complexity of legislation. There are many transactions and

calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for

anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different

from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which

such determina

tion is made.

The Company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable tha

t the deductible

temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the Company

to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash

flows from operations and the application of exi

sting tax laws.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

103

10.

INVESTMENTS IN SUBSIDIARIES

Accounting policy

Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed or has rights to variable re

turns from its

involvement with the entity and has the ability to affect those returns through its power over the investee.

Investments in subsidiary companies are stated at cost less

accumulated

impairment

losses. Impairment losses are recognised as an

expense in the period in which the impairment is identified

Investments in preference shares issued by subsidiaries where settlement is

neither planned nor likely to occur

in the foreseeable future

forms part of the net investment in subsidiaries. Investments in preference shares for which no preference dividends are accrued are stated

at fair value through profit or loss while investments in preference shares for which preference dividends accrue are stated at amortised

cost.

30 Sep 2024

30 Sep 2023

Unlisted ordinary

Cost/fair value

Accumulated

impairment

losses

Carrying/fair

value

Cost/fair value

Accumulated

impairment

losses

Carrying/fair

value

Opening balance

209 393

(27

553)

181

840

058

(26

553)

505

Additional investment

370

335

Net i

mpairment loss

040)

000)

241 763

(28

593)

213 170

209

393

(27

553)

181

840

Unlisted preference

Opening

balance

152

361

152

361

546

Redemption

(95

246)

(95

246)

Reclassification

to short

term

(39

754)

(39

754)

Notional u

nwinding

finance income on

preference shares

454

262

Fair value

gain/(loss)

141

447)

153 956

153

956

152

361

152

361

202

2023

US$’000

Unlisted ordinary shares

213 170

181

840

Unlisted preference shares

153

956

152

361

367

126

334

201

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

104

10.

INVESTMENTS IN SUBSIDIARIES

(continued)

The following table contains the particulars of all direct subsidiaries of the Company.

Name

Country of

establishment/

incorporation

and operation

Principal

activities

2024

Holding

2023

Holding

Date of

incorporation/

establishment/

acquisition

Particulars of

issued and paid

up capital and

other securities

Type of entity

Tharisa

Minerals

Proprietary

Limited

South Africa

Mining of

platinum group

metals and

chrome

concentrates

100

9 February 2009

500

ordinary

shares of ZAR1

each and 1 608

(2023: 1 706)

redeemable

preference

shares of

ZAR0.01 each

Limited liability

company

Tharisa

Investments

Limited

Cyprus

Investment

holding

100

2 November

2010

130 class A

shares of

US$0.01 each

Limited liability

company

Arxo Resources

Limited

Cyprus

Commodity

trading company

focussed on

sales and

marketing of

chrome products

100

4 February 2011

1 ordinary share

of EUR1 each

Limited liability

company

Arxo Logistics

Proprietary

Limited

South Africa

Logistics

operations

100

1 March 2011

170 ordinary

shares of ZAR1

each

Limited liability

company

MetQ

Proprietary

Limited

South Africa

Manufacturing

100

1 October 2019

140 ordinary

shares of ZAR1

each

Limited liability

company

Tharisa

Administration

Services

Limited

Cyprus

Management and

administration

services to other

entities of the

Group and the

Company

100

31 May 2011

1 100 ordinary

shares of US$1

each

Limited liability

company

Dinami Limited

Guernsey

Marketing of

chrome products

100

30 May 2013

119 885 ordinary

shares of £1

each

Limited liability

company

Arxo Finance

plc

Cyprus

Financing

100

June 2018

48 000 ordinary

shares of US$1

each and 20

non-cumulative

redeemable

preference

shares of US$1

each

Limited liability

company

Salene Chrome

Zimbabwe

(Private)

Limited

Zimbabwe

Mining of chrome

concentrates

100

31 March 2021

635 ordinary

shares of US$1

each

Limited liability

company

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

105

10.

INVESTMENTS IN SUBSIDIARIES (continued)

Name

Country of

establishment/

incorporation

and operation

Principal

activities

2024

Holding

2023

Holding

Date of

incorporation/

establishment/

acquisition

Particulars of

issued and paid

up capital and

other securities

Type of entity

Arxo

Prospecting

(Cyprus)

Limited

Cyprus

Prospecting

100

19 April 2021

1 200 ordinary

shares of US$1

each

Limited liability

company

Arxo

Exploration

(Cyprus)

Limited

Cyprus

Exploration

100

20 April 2021

330 ordinary

shares of US$1

each

Limited

liability

company

Arxo

Technologies

Limited

Cyprus

Research and

development

100

30 June 2021

2 000 ordinary

shares of US$1

each

Limited liability

company

Redox One

Limited

Cyprus

Research and

development in

renewable

energy solutions

100

April 2022

445 ordinary

shares of US$1

each

Limited liability

company

Skyler Storm

(Private)

Limited

Zimbabwe

Mining and

beneficiation of

chrome

concentrates

100

1 December

2021

200 000 ordinary

shares of US$1

each

Limited liability

company

Karo

Mining

Holdings plc

Cyprus

Investment

holding company

6.22

30 March 2022

57 032 ordinary

shares of US$1

each

Limited liability

company

During the year ended 30 September 202

, the Company subscribed

for:

• 1 ordinary class A share issued by Tharisa Investments Limited at US$140 000 per share

• 118 885 ordinary shares issued by Dinami Limited at US$1.26 per share (US$150 thousand)

• 245 ordinary shares issued by Redox One Limited at US$20 000 a share (US$4.9 million)

• 100 ordinary shares issued by Arxo Prospecting (Cyprus) Limited at US$1 000 a share (US$0.1 million)

• 230 ordinary shares issued by Arxo Exploration (Cyprus) Limited at US$1 000 a share (US$230.0 thousand)

• 1 000 ordinary shares issued by Arxo Technologies Limited at US$4 500 a share (US$4.5 million)

•

235 ordinary shares issued by Salene Chrome Zimbabwe (Private) Limited at US$10 000 per share (US$2.35

million).

During the year ended 30 September 2023, the Company subscribed

for

an additional 100 ordinary shares issued by Redox One Limited at

US$20 000 a share (US$2.0 million) and an additional 25 ordinary shares issued by MetQ Proprietary Limited at ZAR25 million

(US$1

million

Increase in shareholding

in Karo Mining Holdings plc (‘Karo Mining’)

During the year ended 30 September 2024,

Karo Mining issued an additional

2 784

new ordinary shares for a cash subscription of US$

20.0

million to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which increased the

Company’s shareholding to 7

During the year ended 30 September 202

Karo Mining issued an additional

9 048

new ordinary shares for a cash subscription of US$

million to the Company. The additional shares issued represented 5.00% of the issued share capital of Karo Mining which increased the

Company’s shareholding to 7

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

106

10.

INVESTMENTS IN SUBSIDIARIES (continued)

Terms of preference shares of Tharisa Minerals Proprietary

Limited

(‘Tharisa Minerals’)

The preference

shares of US$135.7 million (202

: US$

135.7

million) confer

on the holder the right to receive out of distributable profits of

Tharisa Minerals a cumulative preferential cash dividend calculated at the rate of twelve – month SOFR + 1.7% pa (2023: twelve – month

SOFR + 1.7% pa), on the basis that it shall be due and payable annually on the dividend date (30 September). The preference dividend shall,

in respect of each preference share which has not been redeemed, be declared and paid on each dividend date and will be calculated at the

dividend rate on the subscription price. The redemption date is the earlier of the tenth business day after receipt by the preference shareholder

of a written notice given by Tharisa Minerals, which notice Tharisa Minerals may give at any time, or the tenth business day after receipt by

Tharisa Minerals of a written notice given by the preference shareholder. The remaining preference share capital investment of US$135.7

million (2023: US$135.7 million) is treated by the Company as part of the net investment in Tharisa Minerals on the basis that the redemption

is neither planned nor likely to occur in the foreseeable future. The preference shares are subordinated in favour of Tharisa Minerals’ bank

borrowings.

During the year ended 30 September 2023, Tharisa Minerals notified the Company of its intention to redeem US$135.0 million of

the

redeemable cumulative preference share capital. During the year ended 30 September 2024, US$10.1 million of the redeemable preference

share capital has been redeemed (2023: redemption of US$95.2 million). The remainder of the redeemable portion of the preference share

capital balance of US$29.7 million (2023: US$39.8 million) is classified as a receivable on the basis that the Company expects the redemption

in the foreseeable future, refer to note 1

During the year ended 30 September 2024, US$10.4 million (2023: US$13.2 million) of accrued preference dividends was paid by

Tharisa

Minerals. All accrued dividends are classified as short-term receivables as settlement of the Tharisa Minerals preference share dividends

occurred and will occur in the foreseeable future, refer to note 1

Terms of redeemable preference shares of Arxo Finance plc

The preference share

investment of US$1

million (202

: US$

16.6

million)

treated by the Company as part of the investment in

Arxo

Finance plc. The non-cumulative redeemable preference shares, at a subscription price of US$1 000 000 per share, of which US$1 allocated

as par value and US$999 999 as a share premium entitles the holder thereof to an annual dividend at a variable rate equal to three – month

SOFR + 275 basis points (2023: equal to three – month SOFR + 275 basis points). Such dividend payment rights will only accrue for as long

as there are sufficient accumulated distributable reserves in any given financial year, as well as an express declaration of dividends by the

board of directors of Arxo Finance plc. The non-cumulative redeemable preference shares may be redeemed at the earlier of three years at

the election of Arxo Finance plc or after five years at election of the Company from 31 March 2020. The redemption of the preference shares

by the Company and Arxo Finance plc is neither planned nor likely to occur in the foreseeable future and are therefore treated by the Company

as part of the net Investment in Arxo Finance plc. Arxo Finance plc has not declared any preference dividends during the year ended

30 September 2024 (2023: no preference dividends declared). The redemption of the preference shares may be either at the behest of the

Company or the preference shareholders, calculated as follows:

(i) the original subscription price;

(ii) all dividends which have been expressly declared and have accrued (but have not been paid); and

(iii)

any other interest arrears.

Impairment of investment in MetQ Proprietary Limited (‘MetQ’)

During the year ended 30 September 2022, the cost of the investment in MetQ of US$2.7 million was impaired by US$1.6 million.

The Company

increased its investment in MetQ during the year ended 30 September 2023 by US$1.3 million, which enabled MetQ to reduce debt and assist

with working capital requirements. Even though the operational performance improved for the year ended 30 September 2023, compared to

the performance for the year ended 30 September 2022, the Company believed that the operational performance of MetQ was still below

expectation and that an impairment indicator was still present at 30 September 2023. The total investment in MetQ of US$2.4 million was

tested for impairment by determining the value in use and the fair value less cost to sell. The Company believed that no additional impairment

was required at 30 September 2023 as the fair value less cost to sell, being higher than the value in use, supported the recoverability of the

investment in MetQ.

At 30 September 2024, the total cost of

the

investment in MetQ was US$4.0 million

of which US$1.6 million was impaired during the year

ended 30 September 2022. During the year ended 30 September 2024, the operational performance of MetQ improved further compared to

previous financial years. Performance of MetQ was according to expectation and consequently the Company believes that the previous

identified impairment indicator no longer existed at 30 September 2024. The total investment in MetQ of US$4.0 million was tested for

impairment by determining the value in use. The recoverable amount of the investment in subsidiary was calculated at US$3.8 million and

consequently a reversal of impairment loss of US$1.4 million was recognised in other operating expenses. The discount rate used within the

value in use calculation

(representing the weighted average cost of capital)

was a real discount rate of 12.6%.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

107

10.

INVESTMENTS IN SUBSIDIARIES (continued)

Impairment of investment in Salene Chrome Zimbabwe (Private) Limited (‘Salene’)

During previous financial years, the operations at Salene were put

n care and maintenance resulting in the Company impairing its

investment

of US$8.8 million in Salene in full. At 30

September 2023, the operations remain

n care and maintenance.

Even though t

he additional capital investment in Salene of US$2.35 million during the year ended 30 September 2024 enabled Salene to

reduce debt and assist with working capital requirements, at 30 September 2024, the operational environment and circumstances of Salene

have not improved and the operations remained on care and maintenance. Consequently the Company believes that an impairment indicator

was still present at 30 September 2024. The additional investment in Salene with a cost of US$2.35 million was tested for impairment by

determining the value in use and the fair value less cost to sell. The Company performed a value in use calculation and concluded that the

recoverable amount of the investment in subsidiary is zero. The discount rate used within the value in use calculation represented the weighted

average cost of capital and was a real discount rate of 12.6%. Consequently an impairment charge of US$2.35 million was recognised in other

operating expenses. The impairment was not tax deductible.

Impairment of investment in Skyler Storm (Private) Limited (‘Skyler’)

At 30 September 2023, due to prolonged delays in

commencing

operations at Skyler, the plant remained

n care in maintenance which resulted

in Skyler’s liabilities exceeding its assets. Consequently the Company believed that an impairment indicator was present. The cost of the

investment was US$1.0 million. The investment in Skyler was tested for impairment and the Company concluded that the fair value less cost

to sell value exceeded the value in use. The key inputs used by the Company in determining the fair value less cost to sell represented adjusted

unobservable information with specific reference to the estimated disposal value and replacement cost of chrome plants (fair value hierarchy

level 3). The Company concluded that the fair value less cost to sell would have resulted in a negative value and consequently an impairment

loss of US$1.0

million was

recognised in other operating expenses (note 7).

At 30 September 202

, the operational environment and circumstances of

Skyler

have not improved and the operations remain

n care and

maintenance.

Impairment of investment in

Tharisa Investment Limited

(‘

Tharisa

Investments

’)

he Company

increased its investment in

Tharisa

Investments

by subscribing

for

additional share of

US$140

thousand

during the year

ended 30 September 2024. The total cost of investment in Tharisa Investments prior to the subscription was US$17.0 million which was fully

impaired. The Company performed a value in use calculation and concluded that the recoverable amount of the investment in subsidiary is

zero. Consequently an impairment charge of US$140 thousand was recognised in other operating expenses.

Judgement and estimates: r

ecoverability of investment in subsidiaries and other receivables

The recoverable amounts of the Company’s investment in subsidiaries and other receivables have been based on

either

cash flow projections

or fair value less cost to sell, as appropriate, both as at 30 September 2024 and 30 September 2023. The internal financial model is based

on the known and confirmed resources and circumstances of each investment and receivable and includes cash flow projections resulting

from approved capital projects.

The following

underlying

assumptions were used in the discounted cash flow model

in determining the value in use recoverable amounts of

the investments in Tharisa Minerals and Karo Mining:

• a discount rate of 13.3% (2023: 12.2%) for Tharisa Minerals and 13.2% (2023: 10.4%) for Karo Mining;

• forecast timing of cash flows reflects actual practices;

• a forecast period of 12 years (2023: 18 years) for Tharisa Minerals and a forecast period of 10 years (2023: 11 years) for Karo

Mining;

• an exchange rate of ZAR17.27:US$1 (2023: ZAR18.14:US$1);

• spot PGM basket price of US$1 545/oz (2023: US$1 565/oz) and spot chrome concentrate prices of US$276/tonne) (2023:

280/tonne); and

•

future ongoing ca

pital requirements

were included

necessary to maintain the assets in its current conditions

Sensitivity analyses were

performed by

increasing and decreasing

the above assumptions individually and collectively

10%

The

recoverable amounts were higher than the carrying amounts of the investments and consequently no impairment or allowance for credit

losses has been recognised. The calculated recoverable amounts are most sensitive to inputs used for forecast spot PGM basket and

chrome concentrate prices, therefore decreases in these prices could erode the headroom and result in potential impairments of these

investments

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

108

11.

FINANCIAL ASSETS

Accounting policy

Measurement: Financial assets at amortised cost

Financial assets at amortised cost are initially recognised at fair

value, and subsequently carried at amortised cost less any impairment.

Measurement: Financial assets at fair value through profit or loss

Financial assets carried at fair value through profit or loss are initially reco

gnised

at fair value and transaction costs are expensed in the

statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets held at fair

value through profit or loss are included in the stat

ement of profit or loss in the period in which they arise.

Hedge accounting

The Company

does not apply hedge accounting.

Fair value

hierarchy

202

US$’000

202

US$’000

Non

current

financial

assets

based payment

receivables from related parties (note 20)

Level 2

453

875

Current financial assets

Unlisted preference shares

–

Tharisa Minerals Proprietary Limited (note 1

)

29 674

754

based payment receivables from related parties

(note 20)

Level 2

892

495

Shares in Bank of Cyprus Public Co Limited

Level 1

34 646

40 297

Unlisted preference shares

–

Tharisa Minerals Proprietary Limited

(‘Tharisa Minerals’)

This balance represents the preference share capital that remains redeemable as at 30 September 202

as th

e Company expects redemption

in the foreseeable

future

, refer to note 1

The unlisted preference shares are stated at amortised cost which approximates their fair value.

Shares in Bank of Cyprus Public Co Limited

The financial assets at fair value through profit or loss represent shares in Bank of Cyprus Public Co Limited that are marke

table securities

and are valued at market value at the close of business on 30 September 2024 by reference to latest available stock exchange quoted bid

prices.

These f

inancial assets

are measured

at fair value through profit or loss

12.

OTHER RECEIVABLES

Accounting policy

ther

receivables, prepayments

deposits and dividends receivable

, are non

derivative financial assets categorised as financial assets

measured at amortised cost.

The accounting policy for

expected credit loss

es is

disclosed in note 1

202

US$’000

Accrued interest revenue

–

preference share dividends (note 20)

218

324

Receivables from related parties (note 20)

100

220

Deposits and prepayments

144

107

Other

485

668

The carrying amount

of other receivables approximate its fair value.

13.

CASH AND CASH EQUIVALENTS

Accounting policy

Cash and cash equivalents comprise cash at bank, demand deposits with banks and other financial institutions, and short

term, highly liquid

investments held for the purpose of meeting short-term cash commitments that are readily convertible into known amounts of cash and which

are subject to insignificant risk of changes in value

and a maturity of three months or less

202

US$’000

Cash at bank

499

182

Bank deposits

000

260

499

442

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

109

13.

CASH AND CASH

EQUIVALENTS

(continued)

202

The credit exposure by

credit ratings of financial institutions are

as follows:

US$’000

A+

354

044

BB+

094

349

499

442

As at 30

September

2024, US$0.3

million (2023

: US

$0.3 million) served as security against certain credit facilities of the Company and its

subsidiaries. The amounts reflected above approximate their fair values.

14.

SHARE CAPITAL AND RESERVES

Accounting policy

: share capital

The

share capital is stated at nominal value. The difference between the fair value of the consideration received by the Company

and the

nominal value of the share capital being issued is taken to the share premium account. Incremental costs directly attributable to the issue of

ordinary shares are recognised as a deduction from equity, net of any tax effects.

Accounting policy: treasury shares

The cost of

the re

purchase

the Company’s

own shares is deducted from equity.

Where they are purchased, issued to employees or sold, no

gain or loss is recognised in the statement of income.

Such gains and losses are recognised directly in equity.

Share capital

30 September 202

September 20

Number of

US$’000

Number of

US$’000

Authorised

–

ordinary shares of US$0.001 each

As at 30 September

000 000 000

10 000

000 000 000

10 000

Authorised

–

convertible redeemable preference

shares of US$1 each

As at 30 September

1 051

Issued

Ordinary shares

Balance at the beginning

and end

of the year

302

596

743

303

302

596

743

303

Share premium

Balance at the beginning of the year

300

019

694

345

993

299

746

365

345

597

Issued during the year

21 615

273

329

396

Balance at the end of the year

300

041

309

346

011

300

019

694

345

993

Treasury shares

Balance at the beginning of the year

577

049

850

378

Transferred as part of management share award plans

(21

615)

(273

329)

Shares repurchased during the year

836

918

5 001

Balance at the end of the year

352

5 004

577 049

Share capital

No shares were issued during the years ended 30 September 2024 and 30 September 2023.

During the year ended 30 September 2024,

836

918 ordinary shares were repurchased while

21 615 (2023: 273 329) ordinary shares were

transferred from treasury shares to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of the Tharisa

Share Award Plan.

At 30 September 202

392 352

(202

: 2

577

049

) ordinary shares were held in treasury.

All shares rank equally with regard to the Company's residual assets. The holders of ordinary shares, other than treasury sha

res, are entitled

to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Comp

any.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

110

14.

SHARE CAPITAL AND RESERVES

Share premium

The share premium represents the excess of the issue price of ordinary shares over their nominal value, to the extent that it

is registered at

the Registrar of Companies in Cyprus, less share issue

costs. The share premium is not distributable for dividend purposes.

The increase in the share premium account during the years ended 30 September 2024 and 30 September 2023 relates to the issue and

allotment of ordinary shares to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of the Tharisa

Share Award Plan.

Other reserve

The

other reserve represents a historic ordinary share issue by the Company to parties external to the Group in exchange for pref

erence

shares in Tharisa Minerals. The ordinary shares were issued at a price reflective of the fair value of the preference shares less share issue

costs, which was in excess of the nominal value of the ordinary shares, but the excess was not registered as share premium at the Registrar

of Companies in Cyprus, thus presented and disclosed separately from share premium. The other reserve is not distributable for dividend

purposes.

Retained earnings

The retained earnings include the

accumulated retained profits and losses of the Company (2024: US$32.5 million (2023: US$20.0 million))

and the share

based payment reserve (2024:

US$7.0

million (2023: US

million)). Retained earnings are distributable for dividend purposes.

Capital management

The Company

's target is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain futu

development of the business in a way that optimises the cost of capital and matches the current strategic business plan. The Board of Directors

monitors both the demographic spread of shareholders, as well as the return on capital. Capital is defined as equity attributable to owners of

the Company. Management is aware of the risks associated to capital management. Capital needs are monitored on a regular basis and

whenever needed management takes steps to effectively manage any corresponding risks.

15.

DEFERRED TAX

202

US$’000

Deferred tax liability

Dividend withholding tax

211

166

Reconciliation of deferred tax liability

Balance at the beginning of the year

166

124

Temporary differences recognised in profit or loss in relation to:

Dividend withholding tax

211

166

The deferred tax liability relates to dividend withholding tax raised on accrued

dividends amounting to US$4.2 million (2023: US

3.3

million)

which were classified as short-term receivables, as the Company expects settlement in the foreseeable future. The accrued dividends attract

dividend withholding tax at a rate of 5.0% (2023: 5.0%) upon payment. The Company raised the relevant dividend withholding tax as deferred

tax since settlement of the accrued preference dividends is expected within the foreseeable

future.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

111

16.

OTHER

FINANCIAL LIABILITIES

Accounting policy: financial guarantee contracts

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is i

nitially measured at fair

value.

The fair value of a financial guarantee contract issued by the Company for no premium

is the present value of the difference between the net

contractual cash flows required under a debt instrument, and the net contractual cash flows that would have been required without the

guarantee.

Subsequent to initial recognition, the

financial

guarantee

liabilities relevant to the company

are mainly

measured at the

ir expected credit losses

in terms of IFRS 9.

The Company’s

liability under

a financial

guarantee

that is subsequently

measured

its

expected credit loss in terms of IFRS 9 is determined

based on the cash shortfalls representative of the expected payments to reimburse the holder for a credit loss that it incurs less any amounts

that the entity (issuer) expects to receive from the holder, the debtor or any other party.

202

US$’000

Accruals

370

367

Financial guarantee contract liability (note 19)

972

5 695

Other payables

635

based payment liabilities to related

parties (note 20)

Payables to related parties (note 20)

773

324

7 025

The Company issued financial guarantee contracts to the related party creditors of Skyler Storm (Private) Limited and Salene

Chrome

Zimbabwe (Private) Limited. These financial guarantee contracts were effective for the entire years ended 30 September 2024 and

30 September 2023. The recognised value linked to these financial guarantee contracts represent the expected cash shortfalls in settling

these receivables which the Company would need to reimburse the holders for, if called upon. Refer to the financial guarantee credit risk and

liquidity risk disclosures in note 19.

The amounts reflected above approximate their fair values.

17.

OPERATING

CASH FLOWS

BEFORE CHANGES IN WORKING CAPITAL

202

US$’000

rofit for the year

793

630

Adjustments for:

Net movement in i

mpairment losses

for investments in subsidiaries

(note 10)

040

000

(Reversal of e

xpected credit losses

)/expected credit losses

(note 16)

(

23)

955

Changes in fair value of financial assets at fair value through profit or loss

(note 19)

(173)

418

Dividend income

(note 5)

(16

004)

(

25 000

)

Interest revenue

(note 5)

(12

746)

(16

249)

Finance income

(note 8)

)

(28)

Finance costs

Foreign exchange

(gain)/

loss

(554)

Tax

(note 9)

725

811

Equity

settled share

based payments

(note 4)

Operating c

ash flows before changes in working capital

217)

409)

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

112

18.

DIRECTORS INTEREST IN STATED CAPITAL

202

LC Pouroulis

0.42

0.41

P Pouroulis

2.73

2.69

Jones

0.24

C Bell

0.02

A Djakouris

0.01

Total

3.41

3.37

Resigned 21 February 2024

Where a member of the Board of Directors holds no direct or indirect interest, the director is not reflected in the table abo

ve.

There

has been

no change in the Director’s interests in the share capital of the Company between the end of the financial year and the date of the approval of

the financial statements.

19.

FINANCIAL RISK MANAGEMENT

Accounting policy

classification

The Company classifies its financial instruments in the following categories:

• At fair value through profit or loss

•

At amortised cost

The Company determines the classification of financial assets at initial recognition. The classification of debt instruments

is driven by the

Company’s business model for managing the financial assets and their contractual cash flow characteristics.

In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are

‘solely payments

of principal and interest’ (‘SPPI’) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at

an instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to

generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the

financial assets, or both.

Equity instruments that are held for trading are classified at fair value through profit or loss, for other equity instrument

s, on the day of

acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at fair value through

other comprehensive income. Financial liabilities are measured at amortised cost, unless they are required to be measured at fair value

through profit or loss (such as derivatives) or the

Company

has designated to measure them at fair value through profit or loss.

The following table presents the classification of financial instruments:

Financial assets

Classification

inancial

assets

Investment in equity instruments

Fair value

through profit or loss

Investments in unlisted preference shares

–

Tharisa Minerals Proprietary Limited

Amortised cost

Investments in unlisted preference shares

–

Arxo Finance plc

Fair value through profit or loss

Other receivables

Amortised cost

Cash and cash equivalents

Amortised cost

Financial liabilities

Classification

Other payables

Amortised cost

Accounting policy:

expected credit losses/

Impairment

of financial assets

Impairment requirements are based on expected credit losses (expected credit loss model). Expected credit losses (‘ECLs’) are

an estimate

of credit losses over the life of a financial instrument and are recognised as a loss allowance or provision. The amount of ECLs to be recognised

depends on the extent of credit deterioration since initial recognition. The Company applies the expected credit loss model to all debt

instruments classified as measured at amortised cost

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

113

19.

FINANCIAL RISK MANAGEMENT

(continued)

Accounting policy:

expected credit losses/

Impairment

of financial assets (continued)

The general approach requires the assessment of financial assets to be

split into 3 stages:

Stage 1: no significant deterioration in credit quality. This identifies financial assets as having a low credit risk, and th

e asset is considered

to be performing as anticipated. At this stage, a 12-month expected credit loss assessment is required.

Stage 2: significant deterioration in credit quality of the financial asset but no indication of a credit loss event. This stage identifies assets as

under-performing. Lifetime expected credit losses are required to be assessed.

Stage 3: clear and objective evidence of impairment is present. This stage identifies assets as non-performing financial instruments. Lifetime

expected credit losses are required to be assessed.

Once a default has occurred, it is considered a

deterioration of credit risk and therefore an increase in the credit risk.

The Company considers a wide variety of indicators when assessing the increase in credit risk as well as the probability of t

he default

happening for impairment purposes. Some indicators considered include: Significant changes in the expected performance and behaviour

of the debtor; past due information; significant changes in external market indicators including market information related to the debtor,

existing or forecast adverse changes in business, financial or economic conditions; an actual or expected significant adverse change in the

regulatory, economic, or technological environment; actual or expected significant internal credit rating downgrade or decrease; actual or

expected significant change in the operating results of the debtor.

The expected credit loss value is determined as the estimated cash shortfall that would be incurred, multiplied by the probab

ility of the default

occurring.

Measurement: Financial assets and liabilities at amortised cost

Financial assets and liabilities at amortised cost are initially recognised at fair value

. Financial assets are subsequently carried at amortised

cost

less any impairment

expected credit loss allowance

while financial liabilities are subsequently carried at amortised cost.

Measurement: Financial assets and liabilities at fair value through profit or loss

Financial assets and liabilities carried at fair value through profit or loss are initially recorded at fair value and transa

ction costs are expensed

in the statement of profit or loss. Realised and unrealised gains and losses arising from changes in the fair value of the financial assets and

liabilities held at fair value through profit or loss are included in the statement of profit or loss in the period in which

they arise.

Derecognition

: Financial assets

The Company derecognises financial assets only when the contractual rights to cash flows from the financial assets expire, or

when it

transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on

derecognition are generally recognised in the statement of profit or loss.

Derecognition: Financial liabilities

The Company derecognises financial liabilities only when its obligations under the financial liabilities are

discharged, cancelled or expired.

The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-

cash assets transferred or liabilities assumed, is recognised in the statement of

profit or loss.

In the ordinary course of business the Company is exposed to credit risk, liquidity risk, and market risk. This note presents

information about

the Company's exposure to each of the aforementioned risks and its objectives, policies and processes for measuring and managing risks.

Further quantitative disclosures are included throughout this note.

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framew

ork.

Credit risk

is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obliga

tions and arises

principally from the Company’s financial assets

and issued financial guarantee contracts

Credit risk from

the Company’s financial assets

The most significant exposure

the Company to credit risk is repr

esented by the carrying amount

of receivables from related parties

, other

financial assets and receivables, unlisted preference share investments in subsidiaries

and cash and cash

equivalents.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

114

19.

FINANCIAL RISK MANAGEMENT

(continued)

Credit risk

(continued)

Financial assets, other receivables and unlisted preference share investments in subsidiaries

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each party. However, manageme

nt also considers

the demographics of each party including the default risk of the industry and country in which they operate, as these factors may have an

influence on credit risk. In monitoring credit risk, management reviews on a regular basis the ageing and the current and anticipated financial

position and profitability of entities included in receivables from related parties, unlisted preference share investment in Tharisa Minerals

Proprietary Limited

and Arxo Finance plc

and other financial assets and receivables.

The Company establishes an allowance for credit losses that represents its estimate of expected credit losses. The main compo

nent of this

allowance is a specific loss component that relates to individually significant credit risk exposures. At the reporting date, the Board of Directors

is of the opinion that the expected credit loss provision raised during the year ended 30 September 2023 against the balances owing by Salene

Chrome Zimbabwe (Private) Limited (‘Salene’) of US$175 thousand and Skyler Storm (Private) Limited (‘Skyler’) of US$85 thousand remains a

fair reflection of the potential risk of default and counterparties potentially not having the ability in the foreseeable future to satisfy their contractual

cash flow obligations to the Company.

The credit risk linked to

the receivables from Salene and Skyler remains significant at 30

September

2024 due to their inability to meet their

contractual cash flow obligations which are as a result of operations that have temporarily been stopped and which remain on care and

maintenance for a prolonged period of time. The Company raised a stage 2 lifetime expected credit loss provision during the financial year

ended 30 September 2023 for these receivables based on the estimated cash shortfall determined as the expected difference between the

contractual cash flows due and the expected cash flows to be received from these subsidiaries, for which consideration was given to the

probability of the expected success of the mining projects which are currently in progress within these entities

A reconciliation of the expected credit loss provision on the Company’s financial assets:

Receivables from related parties

202

2023

US$’000

Opening balance

260

Expected credit loss charged to profit or loss

–

receivables from related parties

260

Closing balance

260

he other carrying amounts

in terms of other financial assets and

receivable

s, receivables

from related parties and

the unlisted preference share

investment in Tharisa Minerals are not considered to be impaired nor having a material expected credit loss to be raised as the counterparties

are viewed as having a low risk of default, strong capacity to meet their contractual cash flow obligations and adverse changes in economic and

business conditions

are

not expected to significantly impact the ability to meet contractual cash flow

obligations

Cash and cash equivalents

The Company limits its exposures on cash and cash equivalents by dealing only with well

established financial institutions

high

quality

credit

standing. At the reporting date, the majority of the Company’s cash resources was deposited with Bank of Cyprus and HSBC (Hong Kong). A

counter party

credit risk analysis is undertaken by the Company at least bi

annually.

The maximum exposure to credit risk at the reporting date

for the company is reflected by the gross carrying amount of financial assets as

disclosed below

202

US$’000

Unlisted preference share investments in Tharisa Minerals Proprietary Limited

135

720

135

720

Unlisted

preference share investments in Arxo Finance plc

237

641

Non

current financial assets

453

875

Current financial assets

646

40 297

Other receivables

485

668

Cash and cash equivalents

499

442

223

040

241

643

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

115

19.

FINANCIAL RISK MANAGEMENT

(continued)

Credit risk (continued)

Credit risk from the Company’s issued financial guarantee contracts

From the financial guarantee contracts issued by the Company as disclosed in note 20, only the financial

guarantee contracts issued to the

related party creditors of Salene and Skyler, with a gross credit risk exposure of US$8.1 million and US$1.3 million respecti

vely (2023: US$9.0

million and US$1.0 million respectively), w

ere

assessed and determined to require the recognition of an expected credit loss.

During the year ended 30

September

2023, the Company recognised an

expected credit loss provision, representing a stage 2 lifetime expected

credit loss, as a result of a significant increase in credit risk due to the deteriorating ability of these entities to meet

their contractual cash flow

obligations. The expected credit loss provision raised amounting to US$5.7 million on these financial guarantees were based on potential c

ash

shortfalls by Salene Chrome and Skyler Storm, after taking their future expec

ted ability to settle the payments due to the creditors into account,

for which consideration was given to their operations that have temporarily been halted, remaining o

n care maintenance for a prolonged period

of time as well as the probability of the success of the mining projects which are currently in progress within these entities. The expected cre

dit

loss represents the potential payments to be made by the Company to reimburse these creditors for a credit loss that they coul

d potentially incur

if the

financial guarantees are called upon by these creditors.

During the year ended 30 September 2024, the Company subscribed

for

additional share capital in Salene amounting to US$2.35 million (refer

to note 10). The additional cost of investment was immediately impaired. The additional capital enabled Salene to settle some of its c

ommitments

resulting in a reduced credit risk exposure to the Company. Consequently

and considering exposure to commitments that arose during the year

ended 30 September 2024, the Company reversed US$1.7 million of the previously recognised credit loss provision relating to Salene.

However,

since operational circumstances at Skyler at 30 September 2024 remained unchanged from 30 September 2023,

the Company increased its

expected credit loss provision relating to Skyler by US$1.0 million resulting in a total net reversal (including Salene and Skyler)

of the expected

credit loss provision of US$

million.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’

s approach to managing

liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabil

ities when due, under both normal and stressed

conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Management is aware of the a

bove risk.

Liquidity risk is monitored on a regular basis and management is taking s

teps deemed necessary to manage the corresponding risk. This excludes

the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In addition, fi

nancial risk

management may not be possible for instances whe

re weakened commodity prices exist, forecast production not being achieved and funding is

not raised.

The following table presents the remaining contractual maturities of the

Company’

s financial liabilities at the end of the reporting period,

which

are based on contr

actual undiscounted cash flows

and the earliest date the

Company

can be required to pay:

Contractual undiscounted cash flow

Within 1 year

or on

demand

Between 2

and

years

Total

Carrying

amount

30 September 202

US$’000

Other f

inancial

liabilities

Financial guarantees

896

720

616

972

30 September 202

Other f

inancial liabilities

1 330

Financial

guarantees

39 463

392

855

5 695

The values disclosed for the

inancial guarantees within the liquidity risk maturity analyses represent the gross value

of financial guarantees

the Company has issued while the carrying amount represents the amount related to these guarantees as included in the statement of financial

position.

Market

risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will

affect the Company's

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk

exposures within acceptable

parameters, while optimising the return.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

116

19.

FINANCIAL RISK MANAGEMENT

(continued)

Market

risk

(continued)

Equity price risk

Equity price risk is the risk that

changes in equity prices will affect the Company’s income or the value of its investment holdings. The maximum

exposure to equity price risk is represented by the carrying amount of investments in unlisted shares as disclosed in note 10 to the financial

statements.

The Board of Directors has performed an impairment assessment of the investments in subsidiaries based on the higher of value

in use or the

fair value less cost to sell and has concluded that indications of impairment were present at 30 September 2024 and 30 September 2023.

Certain investments were impaired during the years ended 30 September 2024 and 30 September 2023. Refer to note 1

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates

. The Company's income

and operating cash flows are substantially dependent of changes in market interest rates. Other than cash at bank which attracts interest at

normal commercial rates and investments in preference shares of subsidiary companies, the Company has no other significant interest-bearing

financial assets. Management is aware of the above risks. Interest rate risk is monitored on a regular basis and management is taking steps

deemed necessary in an attempt to manage the corresponding

risk.

At the reporting date the interest rate profile of interest

bearing financial instruments were:

Effective interest rate

Unlisted preference shares

US$’000

Unlisted preference shares

in Tharisa Minerals Proprietary

Limited (non

current)

–

month

SOFR + 1.7%

–

month

SOFR + 1.7%

135

720

135

720

Unlisted preference shares

in Tharisa Minerals Proprietary

Limited (current)

–

month

SOFR + 1.7%

–

month

SOFR + 1.7%

674

39 754

Unlisted preference shares

in Arxo Finance plc

–

month SOFR

–

month SOFR

+ 2.75%

237

16 641

183

631

192

115

Sensitivity analysis

increase of 100 basis points in interest rates at the reporting date would have increased equity and profit or loss by approx

imately

US$1.9 million (2023: US$2.1 million). This analysis assumes that all other variables and in particular foreign exchange rates, remain constant.

The analysis is performed on the same basis for 30 September 2023. A decrease of 100 basis points in interest rates at the reporting date

would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain

constant.

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Cu

rrency risk arises

when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's functional

currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the exchange

rate movement in South African Rand (‘ZAR’), British Pound (‘GBP’) and Euro (‘€’) against the US$. Management is aware of the above risk.

Currency risk arising from currency fluctuations is monitored on a regular basis and management is taking steps deemed necessary to manage

the corresponding risk.

The following table details the Company’s exposure at the end of the reporting period to currency risk arising from recognize

financial

assets

and financial liabilities denominated in a currency other than the functional currency of the Company. For presentation purposes, the amounts

of the exposure are presented in US$, translated using the spot rate at the reporting date. The spot rates used at the reporting date against the

US$ are US$:ZAR 17.27 (2023: 18.91); US$:EUR 0.90 (2023: 0.94) and US$:GBP 0.75

(2023: 0.82).

202

2023

Amounts in US$’000

€

ZAR

GBP

€

ZAR

GBP

Financial assets

344

370

Other receivables

Cash and cash equivalents

424

Other payables

(242)

(103)

(223)

(307)

(27)

Current tax liabilities

(190)

(105)

(389)

343

(238)

537

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

117

19.

FINANCIAL RISK MANAGEMENT

(continued)

Market risk (continued)

Sensitivity analysis

A 10% strengthening of the US$ against the currencies

disclosed in the previous table at 30 September 20

24 and 30 September 2023

, would

have increased/(decreased) equity and profit or loss by the amounts disclosed in the following table. This analysis assumes that all other

variables, in particular interest rates, remain constant. For a 10% weakening of the US$ against the relevant currency, there would be an equal

and opposite impact on the profit or loss and equity.

rofit or loss

and equity

202

US$’000

ZAR

(849)

(412)

€

GBP

(

)

(

)

Fair values

The Board of Directors considered that the fair values of significant financial assets and liabilities approximate to their c

arrying amounts at the

reporting date.

Fair value hierarchy

The carrying value of the Company’s financial instruments at fair value through profit or loss at the end of the reporting pe

riod across the three

levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, is represented by the carrying amounts of the financial assets.

The fair value is categorised in its entirety based on the lowest level of input that is significant to that fair value measurement. The levels are

defined as

follows:

• Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as

prices) or indirectly (i.e. derived from

prices).

•

Level 3

inputs for

the asset or liability that are not based on observable market data (unobservable inputs).

Fair value

202

Valuation technique

Financial instrument

level

US$’000

and key inputs

Financial assets measured at

fair value

Investments in equity instruments

in Bank of Cyprus Public Co Limited

Level 1

Quoted market price for the same

instrument

Preference share investment

–

Arxo Finance

plc

Level

237

641

Discounted cash

flow model based on

quoted market

interest rates

There have been no transfers between fair value hierarchy levels in the current year.

The movement in the fair value of the Arxo Finance plc

preference share investment consists of the notional unwinding of finance income of US$1.5 million (note 20) and the fair value adjustment of

US$0.1 million. The three-month SOFR was used to determine the fair value of the preference share investment in Arxo Finance plc.

increase of 100 basis points in the three-month SOFR at the reporting date would have increased equity and profit or loss by approximately

US$

2 thousand

(202

: US

thousand

Fair value gains and losses recognised in the financial instruments during the year:

202

Changes in fair value of financial assets at fair value through profit or loss

US$’000

Investments in equity

instruments

Shares in Bank of Cyprus Public Co Limited

Preference share investment

–

Arxo Finance plc

141

(1 447)

173

418)

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

118

20.

RELATED PARTY TRANSACTIONS

Related party transactions exist between shareholders, subsidiaries of the Company, joint ventures and its directors.

202

Revenue

US$’000

Dividend income

(note 5)

Arxo

Resources Limited

16 000

000

Interest revenue

–

preference share dividends

(note 5)

Tharisa Minerals Proprietary Limited

292

987

Interest revenue

–

notional unwinding of finance income on preference shares

(note 5)

Arxo Finance plc

454

262

746

41 249

Administration fees

(note 7)

Tharisa Administration Services Limited

221

258

Tharisa Minerals

Proprietary Limited

Braeston Proprietary Limited

547

645

Karo Mining Holdings plc

813

966

Non

current share

based payment receivables

(note 1

)

Arxo Logistics Proprietary Limited

Arxo Metals

Proprietary Limited

Arxo Resources Limited

289

263

Braeston Proprietary Limited

963

619

Dinami Limited

MetQ Proprietary Limited

Tharisa Administration Services Limited

284

159

Tharisa Minerals Proprietary

Limited

586

567

Tharisa Fujian Industrial Co., Limited

Redox One Limited

453

875

Current share

based payment receivables

(note 1

)

Arxo Logistics Proprietary Limited

116

Arxo Metals Proprietary Limited

Arxo Resources Limited

360

Braeston Proprietary Limited

538

419

Dinami Limited

Tharisa Minerals Proprietary Limited

525

Tharisa Administration Services Limited

177

Ubhova Security Proprietary Limited

892

495

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

119

20.

RELATED PARTY TRANSACTIONS

(continued)

202

US$’000

Other receivables from related parties

(note 1

)

Arxo Exploration (Cyprus) Limited

125

Arxo Finance plc

Arxo Resources Limited

Karo Mining

Holdings plc

Karo Zimbabwe Holdings (Private)

Limited

MetQ Proprietary Limited

150

Redox One Limited

172

Tharisa Administration Services Limited

700

100

220

Receivables from related parties are unsecured,

interest free and with no fixed repayment dates. The Company has issued financial support

commitments to Tharisa Investments Limited, Tharisa Fujian Industrial Co., Limited, Salene Chrome Zimbabwe (Private) Limited and Skyler

Storm (Private) Limited

based payment receivables represent receivables

from related parties

and

include

a non

current and current share

based payment asset

totalling US$9.3 million (2023: US$4.4 million) for the reimbursement for the settlement of the portion of the LTIP and SARS awards on behalf

of subsidiary companies

202

US$’000

Accrued interest revenue

–

preference share dividends receivable

(note 1

)

Tharisa Minerals Proprietary Limited

218

324

Payables to related parties

(note 1

)

Braeston Proprietary Limited

272

186

Tharisa Minerals Proprietary Limited

Tharisa Administration Services Limited

Tharisa Investments Limited

Redox One Limited

113

Arxo

Prospecting (Cyprus) Limited

Arxo Exploration (Cyprus) Limited

Karo Platinum (Private) Limited

662

219

Amounts due to Directors

and former Directors

A Djakouris

J Salter

O Kamal

C Bell

Davey

Z Hong

G Zvaravanhu

C Hao

S Lo Wai Man

110

105

772

324

Guarantees and financial support commitments to related parties

The Company issued a guarantee

limited to US$10.0 million (2023:

US$10.0 million) as

a security for trade finance facilities provided by a bank

to Arxo Resources Limited.

The Company issued financial guarantee contracts to related party creditors of

Salene Chrome Zimbabwe (Private) Limited

and

Skyler Storm

(Private) Limited. The total maximum exposure to related party creditors is US$8.1 million (2023: US$9.0 million) and US$1.3 million (2023:

US$1.0 million) for Salene Chrome Zimbabwe (Private) Limited and Skyler Storm (Private) Limited respectively

(refer to note 19)

The Company issued a guarantee limited to US$17.4 million (ZAR300.0 million) (2023: US$15.9

million (ZAR300.0 million)) to Absa Bank

Limited in respect of the Commercial Asset Finance and overdraft facilities of Tharisa Minerals Proprietary Limited.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 September 2024

120

20.

RELATED PARTY TRANSACTIONS (continued)

Guarantees and financial support

commitments to related parties

(continued)

Karo Mining Holdings plc, a subsidiary of the Company,

issued fixed income notes

with a tenor of three years

on 16 December 2022

listed on

the Victoria Falls Stock Exchange to the value of US$26.8 million to external subscribers and US$10.0 million to Arxo Finance plc. The Company

guarantees the capital

repayment

and interest of subscribers.

The Company issued a guarantee to Absa Bank Limited which guarantees payment of certain liabilities of Arxo Logistics Proprie

tary Limited to

Transnet amounting to US$1.

million (ZAR19.4 million) (202

: US$1.

million (ZAR19.4 million)).

The Company has issued financial support commitments to its subsidiaries, Tharisa Investments Limited and Tharisa Fujian

Industrial Co. Ltd,

confirming that it will continue to provide funding to the companies in order to enable the entities to continue as going concerns and meet all

their liabilities as they fall due.

Tharisa Minerals Proprietary Limited entered into

an equipment loan facility of US$35.0 million (202

: US$

.0 million) with Caterpillar Financial

Services Corporation. The equipment loan facility is secured by a first notarial bond over the equipment and is guaranteed by

the Company.

The Company guarantees a total of US$

million (ZAR

153

million) (202

: US$

million (ZAR1

3 million)) to third party suppliers of

Tharisa Minerals Proprietary Limited.

The Company and Arxo Metals Proprietary Limited jointly indemnify a third party for any

claims which may result from negligence or breach in

terms of the plant operating agreement between Arxo Metals Proprietary Limited and the third-party. This contract expired on 29 September

2024.

Relationship between related parties and entities

J Salter, O Kamal, C Bell, R Davey

S Lo Wai Man

, C Hao and G Zvaravanhu

are

directors of the Company

while

Djakouris and

Z Hong

are

former director

of the Company.

Refer to note 1

for details of the Company’s subsidiaries.

21.

CONTINGENT LIABILITIES

As at 30 September 202

, there is no litigation (20

: no litigation), current or pending, which is considered likely to have a material adverse

effect on the Company. The

Company had no other contingent liabilities at 30 September 202

(20

: no contingent liabilities).

22.

EVENTS AFTER THE REPORTING PERIOD

Accounting policy

Assets and liabilities are adjusted for events that occurred during the period from the

reporting date to the date of approval of the financial

statements by the Board of Directors, when these events provide additional information for the valuation of amounts relating to events existing

at the reporting date or imply that the going concern co

ncept in relation to part or whole of the Company is not appropriate.

On 27 November 2024, the Board has proposed a final dividend of US 3 cents per share, subject to the necessary shareholder approval at the

Annual General Meeting.

The Board of Directors are not aware of any other matter or circumstance arising since the end of the financial year that will impact these

financial results.

23.

DIVIDENDS

Accounting policy

Dividends are recognized as a liability in the period they are declared according to International Accounting Standard 10.

During the

year

ended 30 September 202

, the Company

declared and paid a final dividend of US

.0 cents per share in respect of the financial

year ended 30 September 2023. In addition, an interim dividend of US 1.5

cents per share was declared and paid in respect of the financial year

ended 30 September 202

During the period ended 30 September 2023, the Company declared and paid a final dividend of US 4.0 cents per share in respec

t of the financial

year ended 30 September 2022. In addition, an interim dividend of US 3.0 cents per

share was declared and paid in respect of the financial year

ended 30 September 2023.

CORPORATE GOVERNANCE REPORT

121

BOARD OF DIRECTORS

Executive directors

Loucas Pouroulis (86)

Chairman

Appointed: 27 October 2010

Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)

Climate Change & Sustainability Committee

Risk Committee

New Business Committee

Phoevos Pouroulis (50)

Chief Executive Officer (CEO)

Appointed: 27 October 2010

Bachelor of Science and Business Administration (Boston University, USA)

Climate Change and Sustainability Committee

Nomination Committee

Risk Committee

Social & Ethics Committee

New Business Committee

Audit Committee (By invitation)

Remuneration Committee (By invitation)

Safety, Health, Environment and Community Committee (By invitation)

Michael Jones (62)

Chief Finance Officer (CFO)

Appointed: 30 January 2013 Bachelor of Accounting (University of KwaZulu-Natal, Pietermaritzburg,

South Africa); CA (SA); Member of the South African Institute of Chartered Accountants

Climate Change and Sustainability Committee

Risk Committee

Audit Committee (By invitation)

Remuneration Committee (By invitation)

New Business Committee (By invitation)

Non-executive directors

Shelley Wai Man Lo (49)

Non-executive director

Appointed: 10 February 2021

Bachelor of Economics (University of Hong Kong)

Climate Change and Sustainability Committee

Risk Committee

Hao Chen (41)

Non-executive director

Appointed: 1 October 2023

Bachelor Micro-electronics

(Fudan University, Shanghai, China)

Climate Change and Sustainability Committee

Risk Committee

CORPORATE GOVERNANCE REPORT

122

Independent non-executive directors

Carol Bell (66)

Lead Independent director from 1 October 2021

Appointed: 22 March 2016

Master of Arts in Natural Sciences (University of Cambridge); PhD Archaeology (University College, London)

Audit Committee

Climate Change and Sustainability Committee (Chairman)

Nomination Committee (Chairman)

Remuneration Committee (Chairman)

Risk Committee

Safety, Health, Environment and Community Committee

Social & Ethics Committee

New Business Committee

David Salter (66)

Independent non-executive director

Appointed: 27 October 2010

Bachelor of Science Engineering (Hons); PhD in Mineral Technology (Imperial College, London); Fellow of the South African Institute of Mining and

Metallurgy (FSAIMM)

Audit Committee

Climate Change and Sustainability Committee

Nomination Committee

Remuneration Committee

Risk Committee (Chairman)

Safety, Health, Environment and Community Committee (Chairman)

Social & Ethics Committee (Chairman)

New Business Committee

Omar Kamal (52)

Independent non-executive director

Appointed: 11 June 2014

Bachelor in Economics and Political Science (University of Jordan); PhD in Management (Finance and Banking) (Coventry University in collaboration

with Harvard Islamic Finance Programme at Harvard University)

Audit Committee

Climate Change and Sustainability Committee

Risk Committee

Social & Ethics Committee

Roger Davey (79)

Independent non-executive director

Appointed: 1 June 2017

Master of Science in Mineral Production Management (Royal School of Mines, Imperial College, London); Master of Science in Water Resource

Management and Water Environment (Bournemouth University); Associate of the Camborne School of Mines (’ACSM’); Chartered Engineer; European

Engineer; Member of the Institute of Materials, Minerals and Mining (’IMMM’).

Climate Change and Sustainability Committee

Remuneration Committee

Risk Committee

Safety, Health, Environment and Community Committee

New Business Committee

CORPORATE GOVERNANCE REPORT

123

Gloria Zvaravanhu (45)

Appointed: 21 February 2024

Bachelor of Accounting (B. Acc) (Rhodes University, South Africa); Master’s in Business Leadership (MBL) (Unisa Graduate School); Master’s Degree

in Law (LLM) from the University of Cumbria, United Kingdom.

Audit Committee (Chairman)

Climate Change and Sustainability Committee

Remuneration Committee

Risk Committee

Social & Ethics Committee

Executive directors

Loucas Pouroulis (88)

Chairman

Appointed: 27 October 2010

Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)

Loucas Pouroulis is the Executive Chairman of the Group, with the responsibility of developing strategy and identifying new opportunities for the Group.

He began his career in Cyprus in 1962, and his initial postgraduate training took place in Germany, Sweden and Cyprus. Loucas is trained as a mining

and metallurgical engineer and has more than 60 years’ experience in mining exploration, project management, financing and production in open pit

and underground mining operations, including PGM and gold mines. He immigrated to South Africa in 1964 and then joined Anglo American, where

he rose rapidly through the management ranks and received extensive training and experience. In 1971, Loucas began to pursue his own mining

interests, initially focusing on gold mining opportunities that were considered uneconomical by the majors. By the 1990s, he had established Petra

Diamonds and, since 2000, has established Eland Platinum, Tharisa, Kameni, Keaton Energy, Salene Chrome and the Karo Mining Group.

Phoevos Pouroulis (50)

Chief Executive Officer (CEO)

Appointed: 27 October 2010

Bachelor of Science and Business Administration (Boston University, USA)

Phoevos Pouroulis is the Chief Executive Officer of the Group, with responsibility for overall strategy and management. Phoevos has held various

senior managerial and operational positions in his career spanning more than 20 years. He has extensive experience in project management, mining

design, commissioning and mining operations, including coal, chrome and PGM mines, having been involved in South Africa’s mining industry since

2003. He has served as Commercial Director for Chromex Mining and was a founding member of Keaton Energy. Phoevos currently serves on the

board of the World Platinum Investment Council.

Michael Jones (62)

Chief Finance Officer (CFO)

Appointed: 30 January 2013

Bachelor of Accounting (University of KwaZulu-Natal, Pietermaritzburg, South Africa); CA (SA); Member of the South African Institute of Chartered

Accountants

Michael Jones is the Chief Finance Officer of the Group and responsible for the overall financial operation, funding and financial reporting management

of the Group. Michael has more than 13 years’ executive financial management experience in the mining sector. In addition, he has over 20 years’

experience in investment banking, focusing on mergers and acquisitions and capital raising of both equity and debt.

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Non-executive directors

Shelley Wai Man Lo (49)

Non-executive director Appointed: 10 February 2021

Bachelor of Economics (University of Hong Kong)

Shelley Wai Man Lo, a Chinese national and representative of Rance Holdings, has more than 20 years’ experience in accounting, project investment

and management in the infrastructure business in Hong Kong and mainland China. She is the General Manager of Roads of NWS Holdings Limited.

Before joining the NWS group, she worked in the audit department of Deloitte, Hong Kong. Shelley is a member of both the Hong Kong and American

Institutes of Certified Public Accountants.

Hao Chen (41)

Non-executive director

Appointed: 1 October 2023

Bachelor (Micro-electronics) (Fudan University, Shanghai, China)

Hao Chen holds a bachelor’s degree in Micro-electronics from Fudan University, Shanghai, China. He has more than 18 years’ experience as an

Engineer, Foreign Trade Manager and General Manager. He has been the General Manager at Fujian Liju Logistics Company in China since

September 2014. Prior to this position, he had been a Foreign Trade Manager at Guangxi Shenglong Metallurgy Co. Ltd., China between December

2013 and August 2014, and an Engineer at APEX Information Services in the USA from August 2012 to November 2013. He had also held the position

of Engineer at Calvin Wireless, New York, USA between February 2012 and July 2012. Between August 2006 and January 2012, he held two Research

Assistant positions, the first at the University of Virginia, USA (August 2006 to December 2009) and at the Tandon School of Engineering, at the

University of New York, USA (January 2010 to January 2012). Following his graduation in July 2005, he had worked as Experimental Technician at

the Shanghai Institute of Microsystem and Information Technology at the Chinese Academy of Sciences until July 2006.

Independent non-executive directors

Carol Bell (66)

Lead independent director from 1 October 2021

Appointed: 22 March 2016

Master of Arts in Natural Sciences (University of Cambridge); PhD Archaeology (University College, London)

Carol Bell has more than 40 years’ experience in the energy and allied industries, including a successful career as a Managing Director of Chase

Manhattan Bank’s Global Oil & Gas Group, Head of European Equity Research at JP Morgan and several years as an equity research analyst in the

oil and gas sector at Credit Suisse First Boston and UBS Phillips & Drew. Carol began her career in corporate planning and business development at

Charterhouse Petroleum and RTZ Oil and Gas. She has broad public company experience, currently serves on the Bonheur board in Norway. She is

the first woman to join the board and The Football Association of Wales, a founder-directors of Chapter Zero (a network for non-executive directors to

engage with climate risk) and the Senior Independent Director of the National Physical Laboratory.

David Salter (66)

Independent non-executive director

Appointed: 27 October 2010

Bachelor of Science Engineering (Hons); PhD in Mineral Technology (Imperial College, London); Fellow of the South African Institute of Mining and

Metallurgy (FSAIMM)

David Salter has more than 30 years’ experience in developing and managing mining companies, including open pit and underground PGM mining

operations. David’s most recent public company roles were Chairman of Keaton Energy until its sale to Wescoal in 2017 and Managing Director of

Eland Platinum until its sale to Xstrata in 2007. He serves on the board of Sirius Finance (Cyprus) Limited and is a non-executive director of a number

of unlisted companies in the mining, property and agricultural sectors.

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Omar Kamal (52)

Independent non-executive director

Appointed: 11 June 2014

Bachelor in Economics and Political Science (University of Jordan); PhD in Management (Finance and Banking) (Coventry University in collaboration

with Harvard Islamic Finance Programme at Harvard University)

Omar Kamal has more than 28 years’ international experience in banking, investment management, strategic advisory services and high-growth

entrepreneurship. He has served at high-growth companies and multibillion-dollar corporates in various executive capacities. Until August 2015, he

was the co-Group CEO of a business group owned by a prominent family with global reach based in Geneva, Switzerland. Prior to that, he was one of

the initial founders and acted as the CIO of a regional bank in the Middle East and, before that, was a partner with Ernst & Young on the advisory and

consulting side. Omar continues to serve on the boards of a number of listed and unlisted companies, among others, Cambridge Scientific Innovation,

Cybsafe, Crowdemotion, Quiqup and Arab Bank Switzerland as Chairman of the Fintech Committee. In the same context, Omar makes a personal

strategic contribution toward digital innovation and transformation. Omar is a member of the Young President Organisation (YPO) and a Learning Chair

of the London Stars Chapter in the UK.

Roger Davey (79)

Independent non-executive director

Appointed: 1 June 2017

Master of Science in Mineral Production Management (Royal School of Mines, Imperial College, London); Master of Science in Water Resource

Management and Water Environment (Bournemouth University); Associate of the Camborne School of Mines (’ACSM’); Chartered Engineer; European

Engineer; Member of the Institute of Materials, Minerals and Mining (’IMMM’).

Roger Davey, a British national, has more than 40 years’ operational experience at a senior management and director level in the mining industry in

South America, Africa and Europe. His experience at senior management level includes financing, feasibility studies, construction, development,

commissioning and operational management of both underground and surface mining operations in gold and base metals. Previous positions include

being the Senior Mining Engineer at NM Rothschild (London) (1998 to 2010) in the Mining and Metals project finance team, where he was responsible

for the assessment of the technical risk associated with current and prospective project loans, Director, Vice-President and General Manager of Minorco

(AngloGold) subsidiaries in Argentina (1994 to 1997), where he was responsible for the development of the Cerro Vanguardia open pit gold-silver mine

in Patagonia, Operations Director of Greenwich Resources plc, London (1984 to 1992), with gold interests in Sudan, Egypt and Australia, Production

Manager for Blue Circle Industries in Chile (1979 to 1984) and various production roles from graduate trainee to mine manager, in Gold Fields of South

Africa (1971 to 1978). Roger serves on several boards, including Atalaya Mining Plc, Central Asia Metals plc and Highfield Resources Limited.

Gloria Zvaravanhu (45)

Appointed: 21 February 2024

Bachelor of Accounting (B. Acc) (Rhodes University, South Africa); Master’s in Business Leadership (MBL) (Unisa Graduate School); Master’s Degree

in Law (LLM) from the University of Cumbria, United Kingdom.

Member of both the Zimbabwean and South African Institutes of Chartered Accountants.

Gloria Zvaravanhu has over 22 years’ experience and is currently the Managing Director of a leading short-term insurance company in Zimbabwe. She

has previously served as the CEO of the Institute of Chartered Accountants of Zimbabwe. She also actively serves the accounting profession as an

advisory group member of the International Federation of Accountants (IFAC). Her current non-executive directorships include Securico Security

Services Limited (Board Chairman) and Karo Mining Holdings plc, a Tharisa Group company (non-executive director and Chairman of the Audit

Committee).

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CORPORATE GOVERNANCE

Introduction

Tharisa is incorporated in Cyprus and is subject to Cyprus Companies Law. With a primary listing on the JSE under the general mining sector, Tharisa

is subject to the JSE Listings Requirements and the requirements of the South African Code of Corporate Practices and Conduct laid out in King IV.

Tharisa is also listed on the London Stock Exchange (LSE) (Depository Interests) and is subject to the LSE Listing Rules and Disclosure and

Transparency Rules applicable to an Equity Shares (Transition) Category (‘ESTC’) listing. In addition, Tharisa is listed on the A2X Exchange in South

Africa with effect from 6 February 2019. Tharisa’s primary listing on the JSE and ESTC listing on the main board of the LSE remains unaffected by the

secondary listing on A2X. The A2X is a licensed stock exchange authorised to provide a secondary listing venue for companies and is regulated by

the South African Financial Sector Conduct Authority in terms of the Financial Markets Act 19 of 2012. The listing on A2X provides an opportunity to

improve liquidity and attract new investors through the lower trading costs offered by this trading platform. There are no additional regulatory

requirements or ongoing obligations to comply with.

The Company has its registered office in Cyprus and is subject to Cyprus disclosure and transparency legislation, Cyprus market abuse legislation,

and the European Commission Market Abuse Regulation EU596/2014, and for such purposes considers Cyprus as its home state, where such term

requires interpretation. The LSE Listing Rules invoke the application of certain provisions of the UK Disclosure and Transparency Rules where similar

provisions do not exist under the national law of its home state. The Company considers that the requirements under the UK Disclosure and

Transparency Rules are met under corresponding national law, but nonetheless the Company aims to apply the relevant UK Disclosure and

Transparency Rules applicable to the Company in circumstances where there may be a deemed discrepancy. For the purposes of the present corporate

governance report, a reference to Disclosure and Transparency Rules shall be a joint reference to applicable UK and Cyprus transparency rules. While

the UK Corporate Governance Code published by the Financial Reporting Council does not apply to the Company, the Board recognises the importance

of good governance and considers the principles and recommendations contained therein.

The Board is fully committed to accountability, integrity, fairness, transparency and integrated thinking, which are essential to the Group’s long-term

sustainability and its ongoing ability to create value for investors and other stakeholders. It endorses and accepts full responsibility for applying the

principles necessary to ensure that effective corporate governance is practised consistently throughout the Group.

In discharging this responsibility, the Board strives to comply with the requirements set out in King IV. The Company’s disclosure on its application of

King IV principles is set out in the Annual Report which will be published on the website (www.tharisa.com) before the end of December 2024.

The Board believes that the Company complies with the Cyprus Companies Law and the Company’s Articles of Association.

In terms of King IV, independent non-executive directors serving for more than nine years are subject to a rigorous annual review by the Board to

evaluate their continued independence. Having served for more than nine years, David Salter and Omar Kamal’s independence was considered and

assessed by the Board during the year under review. In doing so, the Board considered and assessed the presence or absence of any interest, position,

association, or relationship that could potentially influence or cause bias in their decision-making process and concluded that it was satisfied that there

were no such factors present that impaired David Salter and Omar Kamal’s independence. Both David Salter and Omar Kamal continue to bring an

independent and objective view and unfettered judgement distinct from that of shareholders and management, and continue to be classified as

independent non-executive directors.

The Board also believes that the Company is compliant with the JSE Listings Requirements and King IV in all material respects, other than having an

Executive Chairman, which has been mitigated by the appointment of the Lead Independent Director.

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BOARD COMPOSITION

Executive directors

Loucas Pouroulis (Executive Chairman)

Phoevos Pouroulis (CEO)

Michael Jones (CFO)

Independent non-executive directors

Carol Bell (Lead Independent Director)

David Salter

Omar Kamal

Roger Davey

Gloria Zvaravanhu

Non-executive directors

Shelley Wai Man Lo

Hao Chen

The Company has a unitary board which leads and controls the Company. It comprises three executive directors and seven non-executive directors.

Five of the seven non-executive directors are independent.

The Board is structured so that there is a clear balance of authority, ensuring that no one director has unfettered powers. The size of the Board is

regulated by the Company’s Articles of Association and directors are appointed through a formal process.

The Nomination Committee identifies suitable candidates for appointment as directors. Directors are required to be individuals of calibre and credibility

with the necessary skills and experience to bring judgement, independent of management, on issues of strategy, performance, resources, diversity,

standards of conduct, and evaluation of performance. Merit, commitment, integrity and diversity are the core considerations in ensuring that the Board

and its committees have an appropriate blend and balance of perspectives, knowledge, and experience to discharge their duties effectively and

competently, having regard to the strategic direction of the Group.

Gender, experience, age, tenure, independence and nationalities graphs as per the marked-up sheet sent on 16 Oct 2024.

Board diversity

The Nomination Committee reviews and assesses the Board’s size, structure, and composition on an ongoing basis to ensure it is appropriately

diversified. This assessment takes into consideration that the perspective of Board members is influenced by a combination of three different sets of

attributes:

• experiential attributes such as skills, education, functional experience, industry experience and accomplishments

• demographic attributes such as gender, race, ethnicity, culture, religion, generational cohort and

• personal attributes such as personality, interests and values.

The Board recognises that having a blend of attributes across all facets of diversity will lead to more thorough and robust decision-making processes

and direction and therefore strives to ensure its diverse composition.

Acknowledging the benefits that can be achieved through diversity, and specifically the meaningful participation of women who possess the appropriate

skills and experience as members of the Board, the Board will continue to focus on the long-term goal of improving gender representation at Board

level. At present, the three female directors represent 30% of the total number of directors and 43% of the non-executive directors.

Similarly, recognising the value of age and ethnic and cultural diversity at Board level, the Board encourages the inclusion and consideration of

prospective candidates’ backgrounds and a range of suitable skills based on merit and against objective criteria, and with due regard for the benefits

of diversity on the Board.

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In compliance with King IV, the JSE Listings Requirements and international best practice, the Nomination Committee and Board have adopted a

Board-level diversity policy, without introducing voluntary targets with regard to gender and racial diversification of the Board. The Nomination

Committee and the Board are committed to maintaining a diverse Board of Directors with appropriate skills, without setting numerical targets. When

undertaking searches for new Board members, diversity and inclusion are key considerations within these processes, alongside recruiting for skills

and experience relevant to governing the Company effectively. The Board will also pursue opportunities to increase the number of female and racially

and ethnically diverse Board members over time, provided that it is consistent with the skills and diversity requirements of the Board.

The Nomination Committee also considers the relationship between executive and non-executive directors during the assessment process. The Board

believes there is an appropriate balance between executive and non-executive directors. The Board is satisfied that the current members of the Board

collectively possess the skills, knowledge, and experience required to discharge the responsibilities of the Board effectively to achieve the Group’s

objectives, promote shareholder interests, and to create value for stakeholders over the long term.

Roles and responsibilities of the Board

The Board is the ultimate governing authority, responsible for the Company’s strategy, key policies, ethics, and corporate governance, as well as

approving the Company’s financial objectives and targets, and its approach to environmental stewardship. The Board recognises that strategy,

performance, risk, and sustainability are inseparable, and that the execution of strategy can have a material impact on the Company’s value creation

and its various stakeholders. The Board is fundamentally important to the achievement of the Company’s mission and financial objectives, and the

sustainable fulfilment of its corporate responsibilities. It provides effective leadership on an ethical foundation.

The Board is the ultimate custodian of the governance framework, which commits the Company and its representatives to act according to the highest

standards of fairness, accountability, responsibility, transparency, ethics, and sustainability. The Company’s approach to corporate governance strives

to be stakeholder-inclusive and based on good communication. This approach has been integrated into every aspect of the Company’s business.

The Board ensures that the Group is, and is seen to be, a responsible corporate citizen by having regard not only for the financial aspects of the

business of the Group but also the impact that the business operations have on the environment and the society in which it operates. In recognition of

the importance of this aspect of the Group’s business, the Board has established a Climate Change and Sustainability Committee.

The Board has adopted a Board Charter setting out the role, functions, obligations, rights, responsibilities and powers of the Board, and the policies

and practices of the Board in respect of its duties, functions, and responsibilities. The Board has also adopted terms of reference for each of its

committees. The Board Charter and terms of reference of all Board committees are available on the Company’s website.

The directors who are also members of the Executive Committee of the Company are involved in the day-to-day business activities of the Company

and are responsible for ensuring that the decisions of the Executive Committee, as approved by the Board, are implemented in accordance with the

mandate given by the Board and Executive Committee.

The Board is satisfied that the approved delegation of authority framework contributes to role clarity and the effective exercise of responsibilities.

All non-executive directors have unrestricted access to the Chairman, management, the Group Company Secretary, the Assistant Company Secretary,

and the external and internal auditors.

The Board considers and satisfies itself of the qualifications, experience, and arm’s length relationship between the Company Secretaries and the

Board on an annual basis.

Board meetings are held regularly, at least quarterly, and all directors participate in the critical areas of decision making.

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Role of the Executive Chairman

There is a clear distinction between the roles of the Executive Chairman and the CEO. The Executive Chairman is responsible for ensuring the integrity

and effectiveness of the Board and its committees, which include:

• providing overall leadership to the Board, without limiting the principle of collective responsibility for Board decisions

• encouraging collegiality among Board members and management while at the same time maintaining an arm’s length relationship

• mentoring to enhance directors’ confidence, especially new or inexperienced directors, and encouraging them to contribute at meetings

actively

• contributing to the Board’s strategic vision by fostering an entrepreneurial mindset, identifying new opportunities and promoting creative

problem solving

• applying entrepreneurial principles to optimise resources and growth.

The non-executive directors appraise the Chairman’s performance on an annual basis, or such other basis as the Board may determine.

Role of the CEO

The Board’s authority conferred on management is delegated through the CEO and the authority and accountability of management is accordingly

considered to be the authority and accountability of the CEO.

The CEO provides executive leadership and is accountable to the Board for the implementation of strategies, objectives, and decisions within the

framework of the delegated authorities, values, and policies of the Company, which include:

• recommending or appointing the executive members and ensuring proper succession planning and performance appraisals

• participating in the selection of Board members and overseeing a formal succession plan for the Board and certain senior management

appointments

• developing the Company’s strategy and vision for Board consideration and approval

• developing and recommending annual business plans and budgets that support the Company’s long-term strategy to the Board

• monitoring and reporting to the Board on performance against and conforming with strategic imperatives

• ensuring that the Company has appropriate management structures and a management team to effectively carry out the Company’s

objectives, strategy, and business plans

• ensuring that the assets of the Company are properly maintained and safeguarded, and not unnecessarily placed at risk

• setting the tone from the top in providing ethical leadership and creating an ethical environment and not causing or permitting any decision

or internal or external practice or activity by the Company that may be contrary to commonly accepted business practice, good corporate

governance, or professional ethics

• acting as the chief spokesperson of the Company.

The non-executive directors monitor and evaluate the CEO in achieving the approved targets and objectives. The Remuneration Committee considers

the results of such evaluation to guide it in its appraisal of the performance and remuneration of the CEO.

Role of the Lead Independent Director

The Lead Independent Director:

• chairs the Nomination Committee and is a member of all other Board committees

• presides over meetings of the Board and meetings of shareholders if required

• facilitates meetings of the non-executive directors

• acts as facilitator at Board meetings to ensure that no director, or group of directors, dominate the discussion, that sufficient debate takes

place, that the opinions of all directors relevant to the subject under discussion are solicited and expressed freely, that conflicts of interests

are managed and that Board discussions lead to appropriate decisions

• acts as a sounding board to the Executive Chairman and the CEO

• leads the non-executive directors in the appraisal of the Executive Chairman and CEO

• provides leadership and advice to the Board when the Executive Chairman has a conflict of interest, without detracting from the authority of

the Executive Chairman and

• acts as an intermediary for the other Board members and shareholders about concerns that have not been resolved through the normal

channels.

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Role of the non-executive directors

The role of non-executive directors is to bring independent judgement and challenge executive directors constructively, without becoming involved in

the day-to-day running of the business.

The key responsibilities of non-executive directors include oversight of the Board on issues relating to:

• strategic direction, by providing an objective, informed, and creative insight based on their own experience, to act as a constructive critic in

assessing the strategic objectives devised by the CEO and to ensure that the necessary financial and human resources are in place for the

Company to meet its objectives

• monitoring performance of executive management with regard to the progress made towards achieving the Company’s strategy and

objectives and, in doing so, playing an important role in key executive appointments, removals where necessary, and succession planning

• remuneration, through the work of the Remuneration Committee, by objectively and independently determining appropriate levels of

remuneration of executive directors

• risk and strategic risk in particular, through the work of the Risk Committee, by reviewing the risk philosophy, strategy, and policies as

recommended by executive management and ensuring compliance with such policies, and with the overall risk profile of the Company

• integrity of financial information, through the work of the Audit Committee, by ensuring that the Company accounts properly to its

shareholders by presenting an accurate and fair reflection of its actions and financial performance and that the necessary internal control

systems are implemented and monitored regularly

• standards of conduct of the Board and executive management.

Tharisa’s non-executive directors bring diverse experience and expertise to the Board. They are required to have a clear understanding of the Group’s

strategy and must be sufficiently familiar with the Group’s businesses to be effective contributors to the development of the Group’s strategy and the

identification and monitoring of risks faced by the Group. Non-executive directors must have sufficient time to perform their duties as directors and

make a meaningful contribution. They should be prepared to challenge executive directors’ opinions and provide fresh insight into the Group’s strategic

direction.

Non-executive directors assess the performance of the Executive Chairman and CEO and serve on various Board committees. Non-executive directors

have a standing invitation to meet without the presence of the executive directors after every Board meeting or when required.

Board appointments

The Company’s shareholders appoint members of the Board. The Board also has the power to appoint directors, subject to such appointments being

approved by shareholders at the next AGM following such appointment. In compliance with the JSE Listings Requirements, shareholders may not

consent in writing to the appointment of directors. Pursuant to the terms of the Board Charter, appointments to the Board are made on the

recommendation of the Nomination Committee. A formal policy detailing the procedures for appointments to the Board has been adopted by the

Company.

Non-executive directors are required to be individuals of calibre and credibility, be independent of management, and possess the necessary skills and

expertise to bring judgement to bear on issues of strategy, performance, resources, diversity, standards of conduct, and evaluation of performance.

Directors are required to always conduct themselves in a professional manner, having due regard for their fiduciary duties and responsibilities to the

Company and ensuring that sufficient time is made available to devote to their duties as Board members. Directors are further required to be diligent

in discharging their duties to the Company, seek to acquire sufficient knowledge of the business of the Company, and endeavour to keep abreast of

changes and trends in the business environment and markets in which the Company operates, in order to be able to provide meaningful direction to

the Company’s business activities and operations.

Director induction

Upon appointment, all new directors are provided with induction materials to familiarise them with the Group’s operations, business environment and

executive management and induct them in their fiduciary duties and responsibilities. The induction programme involves an information pack comprising,

inter alia, the Group structure, a list of the top shareholders, Board packs and minutes of previous Board meetings, annual and interim reports, Articles

of Association, the Board Charter, committee terms of reference, information on directors’ and officers’ insurance, a guide to the JSE Listings

Requirements, and a memorandum on dealings in securities, market abuse and insider trading. Periodic site visits are arranged for existing and new

non-executive directors to improve their understanding of the Group’s operations.

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Retirement by rotation and re-election of directors

In terms of the Company’s Articles of Association, any directors appointed by the Board during the course of the financial year shall hold office only

until the next AGM of the Company following their appointment and shall then retire and be eligible for election.

In accordance with the Company’s Articles of Association, one-third of non-executive directors must retire from office at each AGM. Executive directors

are not subject to retirement by rotation. The non-executive directors retiring at each AGM are those directors who have been the longest serving since

their last election. Retiring directors are eligible for re-election and, if so re-elected, are deemed not to have vacated their office.

Gloria Zvaravanhu, having been appointed with effect 21 February 2024, will retire at the next AGM and will be eligible for election. David Salter and

Carol Bell will be retiring by rotation at the upcoming AGM and has made themselves available for re-election. A brief curriculum vitae of each director

standing for election or re-election appears at the front of this report.

Board support for election or re-election is not automatic. The Nomination Committee assesses the composition of the Board and the performance of

individual Board members on an annual basis prior to recommending any directors for election or re-election by shareholders at the AGM. Upon

recommendation by the Nomination Committee, the Board decides whether it will endorse a director standing for election or re-election. Having

assessed the performance of the directors standing for election and re-election, it is the recommendation of the Board that Gloria Zvaravanhu be

elected and that David Salter and Carol Bell be re-elected.

Board meetings

The Board meets formally at least four times per year and at such other times as may be required. The Board met five times during the year under

review. In addition, two informal meetings and mid-cycle briefing calls were held during the period.

Key focus areas and decisions of the Board during FY2024

In addition to the standard agenda items such as feedback by the chairmen of the various Board committees on the key deliberations and activities of

those committees, consideration of detailed reports on the operational and financial performance of the Group, climate change and sustainability,

investor relations, and legal and governance matters, the Board deliberated on the following key areas during the year under review:

Q1 FY2024

• Approved the FY2023 annual financial results

• Approved the FY2023 Annual Report

• Proposed a final cash dividend of US 2.0 cents per ordinary share

• Considered and agreed to support the re-election of the directors retiring by rotation at the AGM

• Discussed the market context in which the Group operates

• Considered and discussed the top strategic risks facing the Group

• Considered the progress of the Karo Platinum Project and its funding requirements

• Considered the Company’s production guidance for FY2024

• Considered and agreed to recommend the appointment of BDO Limited Cyprus as external auditors of the Group to shareholders

Q2 FY2024

• Held the Company’s fourth virtual AGM

• Considered and discussed the various research and development projects being undertaken by the Group’s research and development arm

• Considered the operating and market context within which the Group operates

• Considered and discussed the top strategic risks facing the Group

• Considered the status of the Karo Platinum Project and its funding requirements

• Considered and approved a US$5.0 million share repurchase programme

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Q3 FY2024

• Considered the operating and market context within which the Group operates

• Considered the progress of the Karo Platinum Project and its funding requirements

• Considered the top strategic risks facing the Group

• Considered various challenges facing the Group, including the impact of internal South African issues related to the transport of goods, crime

and South Africa’s grey listing on the economy

• Considered and approved the Group’s interim financial results for FY2024

• Declared an interim dividend of US 1.5 cents per share

Q4 FY2024

• Considered and agreed on the Nomination Committee’s assessment of the independence of non-executive directors

• Performed the annual assessment of the independence of non-executive directors with a tenure longer than nine years

• Considered implementation of the Group’s Vision 2025 strategy

• Considered the Company’s production guidance for FY2025

• Interrogated and approved the FY2025 budget

• Considered the progress of the Karo Platinum Project and its funding requirements

• Considered the top strategic risks facing the Group

Key focus areas for FY2025

• Board succession planning

• Continue implementation of Vision 2025 strategy

• Continue development of the Karo Platinum Project

• Monitor continued optimisation of existing operations

• Continue striving to be the investment of choice

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Board committees

Certain responsibilities are reserved for the Board, while others are delegated to Board committees, each with formal mandates and terms of reference,

without reducing the individual and collective responsibilities of Board members’ overall fiduciary duties and responsibilities. The terms of reference of

each Board committee determines, inter alia, the composition, purpose, scope of mandate, and powers and duties of the committee.

Board committees provide feedback to the Board through reports by their respective chairmen and provide the Board with copies of minutes of

committee meetings. All directors receive notice and packs for committee meetings and are invited and encouraged to join meetings of Board

committees of which they are not members. Terms of reference of the various committees are compliant with the provisions of the Company’s Articles

of Association and the JSE Listings Requirements. The terms of reference are reviewed on a regular basis and are available on the Company’s website.

All committees have satisfied their responsibilities in compliance with their respective terms of reference during the year under review.

The Company’s Board committees during the year were constituted as follows:

Chairman

Members

By standing invitation

Audit

Committee

Gloria Zvaravanhu

David Salter

Carol Bell

Omar Kamal

Chief Finance Officer

Chief Executive Officer

Group Head of Internal Audit

Climate Change and

Sustainability Committee

Carol Bell

Loucas Pouroulis

Phoevos Pouroulis

Michael Jones

David Salter

Omar Kamal

Roger Davey

Gloria Zvaravanhu

Shelley Wai Man Lo

Hao Chen

Chief Operating Officer

Chief Technical Officer

Group ESG Manager

New Business Committee

Roger Davey

Loucas Pouroulis

Phoevos Pouroulis

Carol Bell

David Salter

Chief

Finance Officer

Chief Operating Officer

Chief Technical Officer

Nomination Committee

Carol Bell

Phoevos Pouroulis

David Salter

Remuneration Committee

Carol Bell

David Salter

Roger Davey

Gloria Zvaravanhu

Chief Executive Officer

Chief Finance Officer

Risk Committee

David Salter

Loucas Pouroulis

Phoevos Pouroulis

Michael Jones

Carol Bell

Omar Kamal

Roger Davey

Gloria Zvaravanhu

Shelley Wai Man Lo

Hao Chen

Chief Operating Officer

Chief Technical Officer

Group Head of Internal Audit

Group Head Legal Counsel

Safety, Health, Environment and

Community Committee

David Salter

Carol Bell

Roger Davey

Chief Executive Officer

Chief Operating Officer

Chief Technical Officer

Social and Ethics Committee

David Salter

Phoevos Pouroulis

Carol Bell

Omar Kamal

Gloria Zvaravanhu

CORPORATE GOVERNANCE REPORT

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Board composition

At 30 September 2024, the board composition was:

Number of board

members

Percentage of

board

Number of senior

positions on the

board

Number in

executive

management

Percentage of

executive

management

Male

70.0%

92.3%

Female

30.0%

7.7%

100.0%

White British or other white

70.0%

86.6%

Asian

20.0%

Black

10.0%

15.4%

100.0%

Information extracted from

the employee lists, Patterson grades F and above

Audit Committee

The Audit Committee, which must comprise at least three independent non-executive directors, is chaired by Gloria Zvaravanhu, an independent non-

executive director. Other members of the committee are David Salter, Omar Kamal, and Carol Bell, all independent non-executive directors. The Board

is satisfied that the committee’s members have the appropriate mix of qualifications and experience to fulfil their responsibilities appropriately. The

Group’s independent external auditor, Group Head of Internal Audit, CFO, and CEO attend committee meetings by invitation. The committee meets

with the external auditor and Group Head of Internal Audit, without any executive directors being present, whenever necessary.

Both the Group Head of Internal Audit and external auditors have unrestricted access to the chairman of the committee and the Lead Independent

Director.

The Audit Committee provides the Board with additional assurance regarding the quality and reliability of financial information used by the Board and

the financial statements of the Group. The committee reviews the internal and financial control systems, accounting systems, and reporting and internal

audit functions. It liaises with the Group’s external auditor and monitors compliance with legal requirements.

Furthermore, the Audit Committee assesses the performance of financial management, approves external audit fees and budgets, monitors non-audit

services provided by the external auditor against an approved policy, and ensures that management addresses any identified internal control weakness.

In addition, the committee oversees the integrated reporting process, risk management systems, information technology risks (as they relate to financial

reporting), the Group’s whistleblowing arrangements, and policies and procedures for preventing corrupt behaviour and detecting fraud and bribery.

In terms of the Audit Committee’s oversight role in the integrated reporting process, it considers all factors and risks that may impact the integrity of

the integrated report. In this regard, the committee considers and reviews the findings and recommendations of the Risk Committee, Safety, Health,

Environment and Community Committee, and Climate Change and Sustainability Committees insofar as they are relevant to the functions of the Audit

Committee. The committee also reviews and evaluates the disclosure of material sustainability issues in the integrated report, in conjunction with the

Risk Committee, Safety, Health, Environment and Community Committee, and Climate Change and Sustainability Committee, with specific focus on

ensuring that the disclosure is reliable and does not conflict with the financial information. It recommends and/or approves the engagement of external

assurance providers on material sustainability issues and ensures that the appropriate measures of progress toward achieving disclosed climate

change risk mitigation actions are included in the integrated report disclosures.

The Audit Committee considers and approves the terms of the external audit engagement, scope of the external audit and audit fees. It reviews audit

findings and management’s response thereto and monitors and encourages cooperation between the external auditor and the Group’s internal audit

function. It considers the nature and extent of the non-audit services that the external auditor may have provided. All non-audit services provided by

the external auditor are preapproved on the basis that the provision of these services does not affect the independence of the external auditor. The

committee also discusses with the external auditor their opinion of the level of ethical conduct of the Group, its executives and senior managers and

holds separate meetings with management and the external auditor. In addition, the committee evaluates the independence, effectiveness, expertise

and performance of the external auditor and it recommends the appointment of the external auditor at the Company’s AGM.

CORPORATE GOVERNANCE REPORT

139

Climate Change and Sustainability Committee

The Board established the Climate Change and Sustainability Committee to delegate the responsibility for overseeing the climate change and

sustainability strategy, policies, and functions of the Group. It assists the Board with overseeing climate performance and reviews the performance of

the Group in relation to climate-related decisions and actions. This committee functions alongside the Safety, Health, Environment and Community

and the Social and Ethics Committees. Given the significance of the subject matter, not only for the business, but also for all stakeholders and the

planet, the committee comprises, for the time being, all members of the Board and is chaired by Carol Bell. The committee meetings are attended by

the COO, CTO and the Group ESG Manager by invitation.

The committee’s purpose is to provide stewardship and enhance the Group’s and, in particular, Tharisa Minerals’ efforts in fighting climate change,

driving sustainability and maintaining the social licence to operate within communities. Furthermore, the committee supports management in ensuring

that the Company addresses climate change and sustainability issues through the development and implementation of a climate change and

sustainability policy and sustainability framework. The committee also provides oversight on the Company’s sustainability strategy and reporting and

all matters under the theme of climate change and sustainability.

In the near term, the focus of this committee is oversight of the implementation of the Company’s carbon action plan to become net carbon neutral by

2050. It will also guide the Group toward its goal of creating a circular economy while producing critical metals for the decarbonisation of global

economies.

The committee has access to sufficient resources to carry out its duties, including the authority to obtain, at the Company’s expense, outside legal or

other professional advice on any matter within its terms of reference and to invite those persons to attend meetings of the committee.

Meetings are held as often as necessary, but at least twice a year. The committee held four meetings during the year under review.

Attendance at meetings

Attendance at Board and committee meetings during the year under review is set out below:

Director Board

Audit

Committee

Climate

Change and

Sustainability

Committee

New

Business

Committee

Nomination

Committee

Remunera-

tion

Committee

Risk

Committee

SHEC

Committee

Social &

Ethics

Committee

Number of

meetings held 5 4 4

1 2 1 2 4

Loucas Pouroulis 5 – 3 ≈0 – - 2 – -

Phoevos Pouroulis 5 #4 4 ≈0 2 #1 2 #4 1

Michael Jones 5 #4 4 #1 - #1 2 #3 -

David Salter 5 4 4 1 2 1 2 4 1

Antonios Djakouris

1 1 1 #1 1 1 - 1 -

Omar Kamal 5 4 4 #1 – - 2 #3 1

Carol Bell 4 4 4 1 2 1 2 4 1

Roger Davey 5 #2 4 1 - 1 2 4 #1

Shelley Wai Man Lo 4 #3 4 #1 – - 2 #3 -

Hao Chen 4 - 3 - - - 1 - -

Gloria Zvaravanhu

5 3 3 - - - 2 #3 1

Retired 21 February 2024

Appointed 21 February 2024

By invitation

≈Recused

CORPORATE GOVERNANCE REPORT

141

An appropriate communication is sent to all such directors, PDMRs and employees alerting them that the Company is entering a closed period. Closed

periods are observed as required by the JSE Listings Requirements, including the period from the end of the interim and annual financial reporting

periods to the announcement of the financial results for the respective periods, and during periods that the Company is under a cautionary

announcement. The UK Market Abuse Regulation stipulates a closed period of 30 calendar days before the announcement of the interim and/or annual

results. The Company applies the longer duration in any given financial reporting period.

Succession planning

The Board, assisted by the Nomination Committee, is responsible for overseeing succession planning and ensuring that appropriate strategies are in

place to ensure the smooth continuation of roles and responsibilities of members of the Board and senior management.

Compliance

Compliance with financial reporting requirements and accounting standards falls within the ambit of the Audit Committee. The Group’s statutory and

regulatory compliance resides with the Legal, Risk and Compliance Officer and reports on compliance are presented to the Audit and Social and Ethics

Committees. In addition to the formal authorisation processes required for dealings in the Company’s shares, the Group has various policies and

procedures in place governing the declaration of interests, the accepting and granting of gifts and an approved delegation of authorities matrix that

governs the delegation of authority and value limits within the Group and ensures that all transactions are approved appropriately.

The Board is satisfied that the Company complied with the Cyprus Companies Law, its Articles of Association, and the requirements of the JSE Listings

Requirements pursuant to the Company’s primary listing on the JSE during the year under review. The Board also acknowledges the role and

responsibilities of its JSE sponsor, Investec Bank Limited, and believes that the sponsor has discharged its responsibilities with due care during the

period.

Information technology governance

The Board Charter commits the Board to assume ultimate responsibility for ensuring that effective information technology (IT) systems, internal control,

auditing and compliance policies, and procedures and processes are implemented to avoid or mitigate key IT-related business risks. The Board has

delegated responsibility for governing IT to the Audit Committee. An assurance on the IT systems and processes is provided by the Group’s internal

auditors, and/or other professional consultants if required, and findings are reported to the Audit Committee, which ensures that all material findings

are addressed appropriately.

The Group Chief Information Officer is responsible for the Group’s strategy and implementation of IT and information systems across all Group

companies. All Audit Committee and Board meetings are attended by the Group Chief Information Officer by invitation.

Climate change governance

The Board is ultimately responsible for the strategic direction of the Group and monitoring that Tharisa and its subsidiaries are operating responsibly.

Tharisa has evolved its approach to dealing with stakeholders, focusing on actively healing rather than merely avoiding harm. Both the risks and

opportunities presented by climate change are debated actively by the Board when developing the Group’s strategy. Investment decisions, likewise,

integrate climate risk considerations, as well as the business opportunities that arise from decarbonisation of energy so that the Group’s capital

investment is allocated appropriately and responsively to ensure that Tharisa’s business model remains both sustainable and competitive. The Group

produces several raw materials required for decarbonising the global economy. It also directs its research and development activities towards

minimising its direct carbon footprint and contributing to the worldwide goal of achieving net-zero carbon emissions by 2050. The Board supports the

Paris Climate Agreement, which was adopted in 2015 to address the negative impact of climate change by substantially reducing global greenhouse

gas emissions to limit the global increase in temperature.

During FY2021, the Board established the Climate Change and Sustainability Committee, delegating the responsibility for overseeing the climate

change and sustainability strategy, policies, and functions of the Group.

Tharisa has seen an intense focus on the impacts of climate change and is acutely aware of its accountability in reducing the Group’s carbon footprint.

The mining industry is a critical contributor to the global economy and the delivery of critical metals for the worldwide energy transition. It is also

essential for the mining industry to minimise the environmental impact of its activities and Tharisa has been reviewing its operations with respect to

establishing a corporate plan to reduce its carbon emissions while continuing to grow its operations in producing metals that are needed to effect the

energy transition away from fossil fuels and deliver the decarbonisation of economies.

CORPORATE GOVERNANCE REPORT

142

Tharisa’s management is committed to reducing its carbon emissions by 30% by 2030 (from its FY2020 baseline, which was based on 2019 data). A

roadmap is being developed to be net carbon neutral by 2050. Investment decisions taken by Tharisa’s Board will be informed by these decarbonisation

targets, alongside the current financial investment criteria. Furthermore, this developed roadmap will ensure that the pre-defined decarbonisation

targets are achieved by deploying numerous sustainability initiatives.

Practical measures have been initiated and continued to be accelerated during FY2024, such as gaining consent for a solar energy farm to decarbonise

electricity supply at the Tharisa Mine as well as investing in research and development in battery technology to enable storage of this energy.

External audit

BDO Limited incorporated in Cyprus acts as an external auditor to the Group and its independence is reviewed by the Audit Committee on an annual

basis. The appointment of the external auditor was approved at the AGM on 21 February 2024. The external auditor has unrestricted access to the

chairman of the Audit Committee and the Lead Independent Director.

Internal audit

Tharisa established an in-house internal audit function during FY2021. The Group Head of Internal Audit is responsible for the internal audit function

for the Tharisa Group. He is a member of the South African Institute of Chartered Accountants (SAICA), The Institute of Internal Auditors (IIA), The

Information Systems Audit and Control Association (ISACA) and The Association of Certified Fraud Examiners (ACFE) and is subject to the code of

ethics of these professional bodies.

The purpose of the Tharisa internal audit function is to provide independent, objective assurance and consulting services designed to add value and

improve the Group’s operations. The Internal Audit Charter sets out the internal audit function’s objectives, authority and responsibilities.

The internal audit function evaluates the adequacy and effectiveness of controls in responding to risks within the Group’s governance, operations and

information systems, including information security and cyber security. It derives its authority from the Audit Committee, to which it reports every

quarter.

The Group Head of Internal Audit and internal audit team have unrestricted access to all functions, records, property, assets, personnel, and other

documentation and information that the Group Head of Internal Audit considers necessary to enable the internal audit team to carry out its

responsibilities. It may obtain the necessary assistance of employees of subsidiary companies and divisions of Tharisa where they perform audits, as

well as other specialised services from within or outside the Company. Furthermore, the Group Head of Internal Audit has full and free access to the

chairman and members of the Audit Committee, the Lead Independent Director, the Chairman of the Board and the external auditors. The Group Head

of Internal Audit has a standing invitation to attend meetings of the Audit Committee and the Board.

The internal audit function plays a role in:

• developing and maintaining a culture of accountability, integrity and adherence to high ethical standards

• facilitating the integration of risk management into the day-to-day business activities and processes and

• promoting a culture of cost-consciousness and self-assessment.

Internal audit has a responsibility to advise on governance, risk management and control issues and is required to report inadequately addressed risks

and ineffective control processes to management and/or the Audit Committee. Reporting is escalated to a level consistent with the internal audit

assessment of the risk. Management is responsible and accountable for addressing weaknesses and inefficiencies and taking the necessary corrective

action.

CORPORATE GOVERNANCE REPORT

143

The Group Head of Internal Audit and staff of the internal audit function have accountability to, among others:

• provide assurance to the Audit Committee as to the adequacy and effectiveness of the Group’s governance, risk management and controls

• develop and implement an annual audit plan using an appropriate risk‐based methodology, including any risks or control concerns identified by

management, including any special tasks or projects requested by management and the Audit Committee

• maintain a professional audit staff with sufficient knowledge, skills, experience, and professional certifications to meet the requirements of this

charter

• establish a quality assurance programme by which the Group Head of Internal Audit assures the operation of internal audit activities

• issue periodic reports to the Audit Committee and management, as well as summarised results of audit activities

• assist in the investigation of significant suspected fraudulent activities within the organisation and notify management and the Audit Committee

of the results and

consider the scope of work of the external auditors and regulators, as appropriate, to provide optimal audit coverage to the Group at a reasonable

overall cost.

Management cannot place any restrictions on the scope of the audits. However, it is recognised that management and the Audit Committee provide

general direction as to the scope of work and the activities to be audited and may request internal audit to undertake special reviews or audits.

Opportunities for improving management control, profitability, and the Company’s image may be identified during audits, which are communicated to

the appropriate management level.

Recommendations on standards of control to apply to a specific activity are included in the written report of audit findings and opinions given to

management for review and implementation. A written report is issued and distributed within a reasonable time after receiving the written management

responses.

All significant control weaknesses are followed up on a monthly basis to ensure the remedial action has been implemented by management and the

appropriate feedback is given to the Audit Committee on the status of such remedial action.

The internal auditor is responsible for conducting reviews with professional scepticism, recognising that the application of audit procedures may produce

evidential matter indicating the possibility of errors or irregularities. Deterrence of fraud is however the responsibility of management.

Internal audit will assist in the investigation of fraud to determine if controls need to be implemented or strengthened and design audit tests to help

disclose the possibilities for similar frauds in the future. It will recommend improvements to correct the weaknesses and incorporate appropriate tests

in future audits to disclose the existence of similar weaknesses in other areas of the organisation.

Internal audit maintains an open relationship with external auditors and any other assurance providers. Consistent with the internal audit strategy,

internal audit plans its activity to help ensure the adequacy of overall audit coverage and to minimise duplication of assurance effort. The external

auditors have full and unrestricted access to all internal audit strategies, plans, working papers and reports.

Independence and objectivity are essential to the effectiveness of the internal audit function. Internal audit has no direct authority or responsibility for

the activities it reviews or for developing or implementing procedures. In addition, internal audit staff generally do not assume a role other than in an

advisory capacity in the design, installation or operation of control procedures.

Internal audit reports functionally to the chairman of the Audit Committee and administratively to the Chief Finance Officer for the efficient and effective

operation of internal audit function. The Audit Committee decides on the Group Head of Internal Audit appointment and removal and is responsible for

his performance appraisal.

Independence is protected by ensuring that the internal audit function is free from control or undue influence by any party in selecting and applying

audit techniques, procedures, and programmes.

Internal audit is free from control or undue influence in the determination of facts revealed by the examination or in the development of recommendations

or opinions resulting from the examination. The internal audit function is free from undue influence in selecting areas, activities, personal relationships,

and managerial policies to be examined.

The internal audit function has oversight of the independent anonymous Safety and Ethics Hotline administered by Whistleblowers Proprietary Limited.

It investigates all reports received via the Whistleblowers hotline and through other channels and makes recommendations to management.

CORPORATE GOVERNANCE REPORT

144

The Audit Committee ensures that the internal audit function is subjected to an independent quality review as and when the Audit Committee determines

it appropriate as a measure to ensure that the function remains effective.

Internal control systems

To meet the Company’s responsibility to provide reliable financial information, the Company maintains financial and operational systems of internal

control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority

that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal and those transactions are properly

authorised and recorded. The systems include a documented organisational structure and division of responsibility and established policies and

procedures, which are communicated throughout the Group, and the careful selection, training, and development of people.

The Audit Committee monitors the operation of the internal control systems to determine whether there are deficiencies. Corrective actions are taken

to address control deficiencies as they are identified. The Board, operating through the Audit Committee, oversees the financial reporting process and

internal control systems.

There are inherent limitations to the effectiveness of any internal control system, including the possibility of human error and the circumvention or

overriding of controls.

Code of Business Ethics and Conduct

The Group’s Code of Business Ethics and Conduct reaffirms the high standards of business conduct required of all employees, officers, and directors

of Tharisa. It forms part of the Company’s continuing effort to ensure that it complies with all applicable laws, as an effective programme to prevent

and detect violations of law, and for the education and training of employees, officers, and directors. In most circumstances, the code sets standards

that are higher than the law requires and adherence to the code aims to preserve the confidence and support of the public and Tharisa’s shareholders.

Tharisa expects its employees, officers, and directors to:

• act with honesty, integrity, and fairness in all dealings, both internally and externally

• comply with all laws and regulations applicable to the Group

• comply with Group policies and procedures

• protect the health, safety, and wellbeing of co-workers, suppliers, and the communities in which the Group operates

• protect the environment by prudent use of resources such as water and energy and to limit waste disposal by recycling

• protect and not disclose Tharisa’s confidential information

• avoid any potential conflicts of private interests with the interests of the Group, including, but not limited to, improper communications with

competitors or suppliers regarding bids for contracts, having close relationships with contractors or suppliers, and involvement with any other

businesses that have interests adverse to Tharisa, interests in Tharisa, or compete with Tharisa

• not give or accept gifts, gratuities, or hospitality from customers or suppliers of inappropriate value, that could incur obligations or that could

influence judgement

• avoid any situations or relationships that could interfere with an individual’s ability to make decisions in Tharisa’s best interests

• to act courteously, dignified and respectfully when dealing with co-workers and third parties and to refrain from discriminatory, harassing, or

bullying behaviour, whether expressed verbally, in gesture, or through behaviour.

Furthermore, it is Tharisa’s policy not to discriminate against any employee on the basis of race, religion, national origin, language, gender, sexual

orientation, HIV status, age, political affiliation, or physical or other disability. Tharisa desires to create a challenging and supportive environment where

individual contributions and teamwork are highly valued. In order to establish such an environment, all individuals are expected to support this policy

of non-discrimination and Tharisa’s equal employment opportunity policies.

Human rights, modern slavery and human trafficking

Tharisa acts ethically and with integrity in all business dealings and has the necessary systems and controls in place to safeguard against any form of

transgression of human rights. Tharisa will continue to raise awareness of human rights among its employees, suppliers, and the communities in which

it operates.

Modern slavery encapsulates slavery, servitude, and forced or compulsory labour. Tharisa has a zero-tolerance approach to any form of modern

slavery and is committed to ensuring that there is no slavery or human trafficking in its supply chain, or any part of its business.