Why do you think the current board is unfit to run Tirupati?

We are concerned about the centralising power within the Poddar family and their circle.

• Mr. Poddar holds the dual role of Managing Director and Chairman.

• Mr. Poddar’s daughter, Puruvi Poddar, aged 27, is joint Managing Director.

• Alastair Bath, a 28-year-old associate employee, and staunch supporter of Mr. Poddar, is an executive director.

• There are no independent non-executive directors.

We believe that there has been minimal oversight over the operations.

• Mr. Poddar’s engagement with TG’s primary operations in Madagascar was limited to only two visits: the first occurring before the IPO in 2019, and the second in February 2024—five years later.

TG continues to face constant cash flow crisis affecting its staff, suppliers, and reputation.

• Despite GBP5 million being raised in 2021 to integrate the downstream business operations—also owned by the Poddar family—there has been no progress on this front.

• There are significant signs that the company no longer has access to the London debt and capital markets.

If the resolutions are passed, who will run TG at executive level?

We are not suggesting that the executive team is removed but we are suggesting that a new board is appointed to oversee the executive team.

What will happen to the operating team in Madagascar if you win?

The aim is to maintain the integrity and continuity of the existing team structure, ensuring that all members continue to play vital roles. Notably, the proposed directors envisage that more authority will be given to the senior team and governance will be improved to foster greater transparency, accountability, and efficiency in decision-making processes. Additionally, they are committed to improving relations with suppliers, minimising dependency on Poddar affiliated firms, supporting productivity on site, and enhancing relations with local communities and regulators to position TG as a trusted stakeholder experienced in ESG standards and practices. Overall, we anticipate a new era of collaboration, growth, and excellence for the operating team in Madagascar.

Is the requisitioning shareholder group aiming for a hostile takeover?

No, the move isn't about takeover or privatisation but reflects broader dissatisfaction with the current Chairman’s leadership and concerns about further value destruction.

Are cash constraints the core issue facing the company?

No, while cash constraints are evident, they're not the root cause. The deeper issue lies in lost confidence in the Chairman and his governance, rendering accessing financing nearly impossible.

Does the Company truly need the current Chairman/MD to overcome its challenges?

No, in reality, it's the Chairman who needs the company. The current leadership's shortcomings necessitate change for the company's well-being and growth.

Are the Proposed Directors part of a coup led by a few shareholders?

No, the Proposed Directors are not part of this group; they are independent shareholders committed to rectifying poor governance and securing the company's future.

Do the Proposed Directors have the experience to run the current operations?

The Proposed Directors possess a wealth of experience and in-depth knowledge of the company, enabling them to address its challenges effectively. They prioritise confidentiality and team security and will collaborate closely with the operational management team and local staff, trusting in their competence to drive success. Additionally, the Proposed Directors have already prepared a call to action and enlisted top talents in graphite sectors, ready to implement strategic initiatives once the GM is successfully completed.

How many votes are needed to make the changes you’re suggesting?

50% or more of the votes cast are required to pass the proposed resolutions.

What happens if these resolutions aren’t passed?

TG’s current board will continue to run the business, although with no cash and no support from the London market, will there be a business to run?

How do I vote?

Go to the ‘Vote’ section on this website found at https://www.freetirupati.com/vote