PR Newswire
LONDON, United Kingdom, February 27
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27 February 2026 LSE: PDL
Petra Diamonds Limited
Interim results for the six months ended 31 December 2025
Vivek Gadodia and Juan Kemp, joint CEOs at Petra Diamonds, commented:
«H1 FY 2026 signalled a pivotal period for the Group, with the successful
refinancing and extension of our debt facilities, providing greater stability to
the Group’s capital structure. We were also pleased with the continued
improvement to our product mix throughout the Period, and especially excited by
the recovery of a 41.82 carat Type IIb blue stone at our Cullinan Mine in late
December 2025, which demonstrates the quality of our ore bodies.
Our financial results for H1 FY 2026 reflect the discipline in managing our
costs and capital, as well as the anticipated improvement in product mix,
especially at Cullinan Mine, offset by the continuing weaker market and the
strength of the South African Rand. We closed H1 FY 2026 with a net debt of
US$284m (inclusive of fair value adjustments) with a negative operational
cashflow of US$6m, largely due to the tender timings during December, when sales
were carried over into H2 FY 2026.
Operations at Cullinan Mine stabilised during Q2 after the initial transition
during Q1 when it moved from a continuous operation to a 3-shift operation.
Finsch had largely steady operations during H1 FY 2026. Both the mines, however,
did suffer from adverse weather-related conditions leading to enhanced rainfall
and lightning induced power dips (especially at Cullinan Mine) from about mid
-November 2025 up until mid-January 2026, that resulted in some production
disruptions.
Looking at external factors, the diamond market remained subdued during H1 FY
2026, with the smaller sizes coming under further strain during Q2 FY 2026, with
average like-for-like prices down 20% from Q1 FY 2026 to Q2 FY 2026. This was
partially offset by the improved product mix.
The significant appreciation of the Rand against the US Dollar is another major
headwind facing the Business. While we partly mitigated the stronger Rand
through hedges in H1 FY 2026, the continued strength of the Rand going forward
remains a risk to the Business. Management continues to enforce strict cost
control, assessing capital deferral or alternate capital sequencing
opportunities and ensuring we mine the areas that have the highest contained
revenue to mitigate for both the weaker market in the smalls as well as the
stronger Rand.
Looking ahead, we remain focused on consistent production, disciplined cost and
working capital optimisation, and the effective execution of our capital
programme.»
Summary of financial results
+—————————-+———-+———-+———+
|US$m unless stated otherwise|H1 FY 2026|H1 FY 2025|FY 2025 |
+—————————-+———-+———-+———+
|Rough diamonds sold (carats)|963,523 |1,113,383 |2,359,905|
+—————————-+———-+———-+———+
|Revenue, including revenue |100 |115 |207 |
|from profit share | | | |
|arrangements | | | |
+—————————-+———-+———-+———+
|Average realised price per |104 |103 |87 |
|carat (US$/carat) | | | |
+—————————-+———-+———-+———+
|Adjusted mining and |72 |98 |175 |
|processing costs | | | |
+—————————-+———-+———-+———+
|Adjusted EBITDA1 |26 |15 |27 |
+—————————-+———-+———-+———+
|Adjusted EBITDA margin (%)1 |26% |13% |13% |
+—————————-+———-+———-+———+
|Adjusted loss before tax1 |(17) |(30) |(77) |
+—————————-+———-+———-+———+
|Adjusted loss after tax1 |(13) |(24) |(68) |
+—————————-+———-+———-+———+
|Net loss after tax |(188) |(69) |(116) |
+—————————-+———-+———-+———+
|Basic loss per share (USc) |(70) |(30) |(64) |
+—————————-+———-+———-+———+
|Adjusted loss per share1 |(10) |(13) |(29) |
|(USc) | | | |
+—————————-+———-+———-+———+
|Capital expenditure |34 |30 |63 |
+—————————-+———-+———-+———+
|Operational free cash flow |(6) |16 |(27) |
+—————————-+———-+———-+———+
|Consolidated net debt |284 |215 |261 |
+—————————-+———-+———-+———+
|Unrestricted cash |36 |51 |34 |
+—————————-+———-+———-+———+
|Consolidated net |10.9x |4.5x |9.7x |
|debt:Adjusted EBITDA1,2 | | | |
+—————————-+———-+———-+———+
Note 1: For all non-GAAP measures, refer to the Summary of Results table within
the Financial Review section below.
Note 2: Net debt for loan covenant compliance only includes senior secured debt.
The consolidated net debt; adjusted EBITDA in this table is therefore not
reflective of the loan covenants. There were no loan covenant breaches at this
reporting period.
Note 3: Throughout the report, all results exclude discontinued operations,
except where specifically mentioned.
H1 FY 2026 highlights
Financial highlights (H1 FY 2026 vs. H1 FY 2025)
· Revenue amounted to US$100 million (H1 FY 2025: US$115 million), with the
lower revenue mainly due to the timing of the December 2025 and January 2026
tenders. Diamonds on hand at 31 December 2025 were 608,217 carats (US$46
million), compared to 385,878 carats at 31 December 2024 (US$40 million)
· An average realised priceofUS$104/ctin line withH1FY 2025,reflecting the
positive impact ofproduct mixover thePeriodoffsettingthe
overallweakerdiamondpricing environment
· The USD weakened further during the Period, averaging ZAR17.38:US$1 (H1 FY
2025: ZAR17.93:US$1)
· Adjusted mining and processing costsare 27%lower at US$72million(H1 FY
2025:US$98 million),due to diamond inventory movements of US$24 million,
reductions in on-mine cash costs of US$7 million, and partly offset by the
impact of the weaker Dollar on the cost base of US$3 million and inflation of
US$5 million
· Adjusted EBITDAofUS$26million is US$11 millionhigher thanthe US$15
millioninH1 FY 2025,largely due to the US$26 million reduction in adjusted
mining and processing costs, partly offset by US$15 million lower revenue and
US$2 million in other costs
· Basic loss per share from continuing operations of USc70 and USc10 on an
adjusted basis after accounting for non-controlling interests
· Capital expenditureup 13% to US$34 million(H1 FY 2025:US$30 million), with
guidance weighted towards the second half of FY 2026
· Operational free cash outflow of US$6 million compared to US$16 million
inflow in H1 FY 2025, largely due to a non-recurring release of diamond debtors
during H1 FY 2025, a build-up of diamond inventory in H1 FY 2026 resulting in
lower revenues, and lower operating cost and capital expenditure.
· In November 2025, Petra announced the completion of the Company’s
Refinancing, comprising the extension of the Company’s Senior Secured bank debt
to December 2029, the extension of the maturity date of the Company’s Loan Notes
to 2030, and a successful Rights Issue, raising c.US$25 million at 16.5p per
share to be used for general working capital purposes, as required by the Group.
Total cash cost of refinancing the debt facilities and the costs related to the
rights issue was c. US$8 million
· At Period-end, an amount of US$11 million remained available for drawdown on
the RCF, with repayments of US$17 million and drawdowns of US$6 million made
during H1 FY 2026 relating to working capital needs
· Consolidated net debt increased to US$284 million as at 31 December 2025 (30
June 2025: US$261 million). Consolidated net debt includes fair value
adjustments on the 2030 Loan Notes of US$20 million, less costs capitalised to
the senior secured debt facility of US$3 million. The total nominal value of net
debt is US$269 million (which compares to the June 2025 net debt number). The
Group’s unrestricted cash balances were US$36 million.
Operational highlights (H1 FY 2026 vs. H1 FY 2025)
· LTIFR and LTIs decreased to 0.21 and 3, respectively (H1 FY 2025: 0.36 and
6, respectively), reflecting increased safety training and interventions carried
out during the Period as well as stability across the operations following the
implementation of the FY 2025 Business Restructuring Plan
· Recovery of a 41.82 carat Type IIb blue stone at Cullinan Mine in late
December 2025
· Ore processed increased 3% to 3.5Mt from 3.4Mt as a result of the
stabilisation of operations following the completion of the shift configuration
transition at Cullinan Mine
· Total diamond production increased 4% to 1.24Mcts during H1 FY 2026 from
1.20Mcts in H1 FY 2025, despite adverse weather-related production disruptions,
with continued steady improvement of product mix identified at Cullinan Mine in
line with expectations, as we started mining fresh ore from the eastern part of
the C-Cut
· The Group remains committed to an ongoing focus on safety, cost control, and
productivity
INVESTOR WEBCAST 3 March 2026
Joint CEOs Vivek Gadodia and Juan Kemp, and CFO Johan Snyman will provide a live
presentation to discuss the H1 FY 2026 Interim Results for the Period on 3 March
2026, 14:00 GMT.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until 2
March 2026 09:00 GMT, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet PETRA
DIAMONDS LIMITED via:
https://www.investormeetcompany.com/petra-diamonds-limited/register
-investor (https://url.za.m.mimecastprotect.com/s/PRlPCKO7WRS8K9QYhAsZH5nL1f?doma
in=investormeetcompany.com)
A recording of the webcast will be made available soon after the event on
Petra’s website at:https://www.petradiamonds.com/investors/results-reports
-presentations/
FURTHER INFORMATION
Petra Diamonds, London
Julia Stone Telephone: +44 (0)7495 470 187
Kelsey Traynor [email protected]
ABOUT PETRA DIAMONDS
Petra Diamonds is a leading independent diamond mining group and a supplier of
gem quality rough diamonds to the international market. The Company’s portfolio
incorporates interests in two underground mines in South Africa (Cullinan Mine
and Finsch).
Petra’s strategy is to focus on value rather than volume production by
optimising recoveries from its high-quality asset base in order to maximise
their efficiency and profitability. The Group has a significant resource base
which supports the potential for long-life operations.
Petra strives to conduct all operations according to the highest ethical
standards and only operates in countries which are members of the Kimberley
Process. The Company aims to generate tangible value for each of its
stakeholders, thereby contributing to the socio-economic development of its host
countries and supporting long-term sustainable operations to the benefit of its
employees, partners and communities.
Petra’s Ordinary Shares are admitted to the equity shares (commercial companies)
category of the FCA’s Official List and are admitted to trading on the Main
Market of the London Stock Exchange under the ticker «PDL». The Company’s loan
notes, due in 2030, are listed on Euronext Dublin (Irish Stock Exchange). For
more information, visit www.petradiamonds.com.
OPERATING & SALES REVIEW
Operating Summary
Safety, Unit H1 FY H1 FY
sales 2026 2025
and
production
Q2 Q1 Total Q2 Q1 Total
Safety
LTIFR – 0.14 0.27 0.21 0.26 1.32 0.36
LTIs Number 1 2 3 2 4 6
Sales
Diamonds Carats 494,237 469,286 963,523 1,113,364 19
1,113,383
sold
Revenue1 US$m 48 52 100 78 37 115
Production
ROM tonnes Tonnes 1,564,679 1,587,809 3,152,488 1,640,636 1,566,836
3,207,472
Tailings Tonnes 193,850 154,756 348,606 110,625 98,002
208,627
and
other
tonnes
Total Tonnes 1,758,529 1,742,565 3,501,094 1,751,261 1,664,839
3,416,100
tonnes
treated
ROM Carats 579,087 565,750 1,144,837 567,301 518,364
1,085,665
diamonds
Tailings Carats 54,999 43,586 98,585 65,143 48,857
114,000
and
other
diamonds
Total Carats 634,086 609,336 1,243,422 632,444 567,221
1,199,665
diamonds
1 Revenue reflects proceeds from the sale of rough diamonds and excludes revenue
from profit share arrangements
H1 FY 2026 demonstrated a steady operating performance, with total processed ore
for H1 FY 2026 of 3.5Mt, 3% up from H1 FY 2025. This reflects an increase of 16%
at Finsch as a result of now steady production following the transition from
continuous operations to a 2-shift configuration. The lower ROM ore processed at
Cullinan Mine is in line with the 3-shift configuration expectations when
compared to H1 FY2025’s continuous operations. This operational performance was
achieved despite disruption caused by adverse weather conditions, particularly
at Cullinan Mine, where above average rainfall and increased lightning activity
caused power outages that disrupted production. Employee safety is of critical
importance to everyone at Petra, and we are satisfied that our safety
performance tracked against key indicators during the Period. The Group recorded
a LTIFR of 0.21, which is an improvement on H1 FY 2025.
Capital development at Cullinan Mine remains largely on track, while Finsch
experienced a shortfall in development metres to the 3L SLC project that has
resulted in a delayed handover of production tunnels in the 3L-SLC project,
largely due to unforeseen ground conditions. This has been mitigated somewhat by
enhanced carat contribution from 81L, with plans underway to catch up the
development meters shortfall to date.
Mine-by-mine tables:
Cullinan Mine – South Africa
Unit H1 FY H1
2026 FY
2025
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 33 36 69 69 9 78
Diamonds Carats 271,983 278,968 550,951 640,050 19
640,069
sold
Average US$ 120 130 125 108 450,928 121
price per
carat
ROM
Production
Tonnes Tonnes 1,006,998 959,257 1,966,255 1,107,787 1,089,570
2,197,357
treated
Diamonds Carats 321,564 286,897 608,461 331,079 314,126
645,205
produced
Grade1 Cpht 31.9 29.9 30.9 29.9 28.8 29.4
Tailings
Production
Tonnes Tonnes 193,850 154,756 348,606 110,625 98,002
208,627
treated
Diamonds Carats 54,999 43,586 98,585 65,143 48,857
114,000
produced
Grade1 Cpht 28.4 28.2 28.3 58.9 49.9 54.6
Total
Production
Tonnes Tonnes 1,200,848 1,114,013 2,314,861 1,218,412 1,187,572
2,405,984
treated
Diamonds Carats 376,563 330,483 707,046 396,222 362,983
759,205
produced
Note: 1. Petra is not able to precisely measure the ROM / tailings grade split
because ore from both sources is processed through the same plant; the Company
therefore back-calculates the grade with reference to resource grades.
Finsch – South Africa
Unit H1 FY 2026 H1 FY 2025
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 16 15 31 36.9 – 36.9
Diamonds Carats 222,254 190,318 412,572 473,314 – 473,314
sold
Average US$ 72 81 76 78 – 78
price per
carat
ROM
Production
Tonnes Tonnes 557,681 628,552 1,186,233 532,849 477,267 1,010,116
treated
Diamonds Carats 257,523 278,853 536,376 236,222 204,238 440,460
produced
Grade Cpht 46.2 44.4 45.2 44.3 42.8 43.6
Notes:
1. The following definitions have been used in this announcement:
a. cpht: carats per hundred tonnes
b. LTIs: lost time injuries
c. LTIFR: lost time injury frequency rate, calculated as the number of LTIs
multiplied by 200,000 and divided by the number of hours worked
d. FY: financial year ending 30 June
e. CY: calendar year ending 31 December
f. H: half of the financial year
g. ROM: run-of-mine (i.e. production from the primary orebody)
h. m: million
i. Mt: million tonnes
j. Mcts: million carats
k. ktcs: thousand carats
Sales
We sold 963,523 carats during H1 FY 2026, which resulted in lower revenue at
US$100 million, compared with US$115 million in H1 FY 2025, mainly due to the
timing of the December 2025 and January 2026 tenders. The average price achieved
in Q2 FY 2026 was US$98 per carat, 11% lower than the US$110 per carat achieved
in Q1 FY 2026. This pricing was affected by a 20% reduction in like-for-like1
prices across all product sizes, partly offset by an improved product mix.
We have continued to see steady improvement in product mix at Cullinan Mine,
with CC1-East now contributing largely as planned, and the eastern drawpoints in
Tunnel 41 starting to produce as well. In late December 2025, the Company
recovered a 41.82 carat Type IIb blue diamond at Cullinan Mine, assessed as
being of exceptional quality based on its colour and clarity. The Company
intends to market the blue diamond to proven industry players and will share
further details as appropriate.
At Finsch, the average price was impacted by lower prices for the smaller
product as well as the weaker product mix during H1 FY 2026. Finsch has now
started producing from 86L (first production from the 3L-SLC project under
development) and is anticipated to ramp up production further from the 3L-SLC
project areas. This is expected to improve the product mix at Finsch during H2
FY 2026.
The Company also announces it has partnered with the Bonas Group, one of the
world’s leading independent rough diamond and gemstone tender and auction
houses, to provide diamond sales and marketing services to Petra. This will
provide Petra the flexibility to market our diamonds not only in Johannesburg,
but also in Antwerp and Dubai.
Group rough diamond sales results for the respective periods are set out in the
table below:
+——–+————+————+—-+—————+—-+————–+
| |FY 2026 |FY 2025 |FY 2025 |
+——–+————+————+—-+—————+—-+————–+
| |Q2 |Q1 |Var.|Q2 |Var.| |
+——–+————+————+—-+—————+—-+————–+
|Diamonds|494,237 |469,286 |5% |1,113,364 |-56%|2,359,904 |
|sold | | | | | | |
|(carats)| | | | | | |
+——–+————+————+—-+—————+—-+————–+
|Sales |49 | |-6% | 106 |-54%| 206 |
|(US$m) | |51 | | | | |
+——–+————+————+—-+—————+—-+————–+
|Average | | |-11%| 95|3% | 87|
|price |98 |110 | | | | |
|(US$/Ct)| | | | | | |
+——–+————+————+—-+—————+—-+————–+
On a H1 FY 2026 vs H1 FY 2025 basis:
+———————-+—————–+—————–+—-+
| |H1 FY 2026 |H1 FY 2025 |Var.|
+———————-+—————–+—————–+—-+
|Diamonds sold (carats)| 963,523 |1,113,383 |-13%|
+———————-+—————–+—————–+—-+
|Sales (US$ million) | 100| 115|-12%|
+———————-+—————–+—————–+—-+
|Average price (US$/Ct)| 104| 103|1% |
+———————-+—————–+—————–+—-+
Price comparison by operation
Mine by mine average prices for the respective periods are set out in the table
below:
+————-+—+—————+—-+————–+—-+—————-+
| |FY 2026 |FY 2025 |FY 2025 |
+————-+—+—————+—-+————–+—-+—————-+
|US$/carat |Q2 |Q1 |Var.|Q2 |Var.| |
+————-+—+—————+—-+————–+—-+—————-+
|Cullinan Mine|120| 130 |-8% | 108 |11% | 96|
+————-+—+—————+—-+————–+—-+—————-+
|Finsch |72 | 81|-11%| 78|-8% | 74|
+————-+—+—————+—-+————–+—-+—————-+
+————-+———-+———-+—-+
|US$/carat |H1 FY 2026|H1 FY 2025|Var.|
+————-+———-+———-+—-+
|Cullinan Mine|125 |121 |3% |
+————-+———-+———-+—-+
|Finsch |76 |78 |-3% |
+————-+———-+———-+—-+
Pricing assumptions for FY 2026 remain unchanged:
+————-+——–+
|US$/carat |FY 2026 |
+————-+——–+
|Cullinan Mine|85 – 105|
+————-+——–+
|Finsch |75 – 95 |
+————-+——–+
Future diamond prices are influenced by a range of factors outside of Petra’s
control and so these assumptions are internal estimates only and no reliance
should be placed on them. The Company’s pricing assumptions will be considered
on an ongoing basis and may be updated as appropriate.
1Like-for-like refers to the change in realised prices between tenders and
excludes revenue from all single stones, while normalising for product mix
impact
FINANCIAL REVIEW
Corporate and financial summary 31 December 2025
+——————-+——+——–+———+————-+—————–+
| |Unit |As at 31|As at 30 |As at 30 June|As at 31 December|
| | |December|September| | |
| | | | |2025 |2024 |
| | |2025 |2025 | | |
+——————-+——+——–+———+————-+—————–+
|Total cash at bank2|US$m |55 |46 |52 |52 |
+——————-+——+——–+———+————-+—————–+
|Diamond debtors |US$m |- |2 |12 |- |
+——————-+——+——–+———+————-+—————–+
|Diamond |US$m |46 |44 |26 |40 |
|inventories3 | | | | | |
| |Carats|608,217 |468,733 |328,689 |385,878 |
+——————-+——+——–+———+————-+—————–+
|2026 Loan Notes4 |US$m |- |233 |226 |225 |
+——————-+——+——–+———+————-+—————–+
|2030 Loan Notes4 |US$m |246 |n/a |n/a |n/a |
+——————-+——+——–+———+————-+—————–+
|Bank loans and |US$m |92 |102 |99 |43 |
|borrowings5 | | | | | |
+——————-+——+——–+———+————-+—————–+
|Consolidated Net |US$m |284 |287 |261 |215 |
|Debt6 | | | | | |
+——————-+——+——–+———+————-+—————–+
|Bank facilities |US$m |11 |- |- |50 |
|undrawn and | | | | | |
|available4 | | | | | |
+——————-+——+——–+———+————-+—————–+
Notes:
1. The following exchange rates have been used for this announcement: average
for 6M FY 2026 US$1:ZAR17.38 (FY 2025: US$1:ZAR18.15); closing rate as at 31
December 2025 US$1:ZAR16.56 (30 September 2025: ZAR17.25; 30 June 2025:
ZAR17.75; 31 March 2025 ZAR18.30 and 31 December 2024: ZAR18.85)
2. The Group’s cash balances comprise unrestricted balances of US$36 million,
and restricted cash balances of US$19 million.
3. Recorded at the lower of cost and net realisable value. The increase in
number of carats held is on account of deferring a tender from December 2025 to
January 2026, as well as inventory on hand related to diamonds sold into a
partnership, the sales of which is expected to realise during H2 FY 2026.
4. The 2030 Loan Notes have a carrying value of US$246 million which represents
the nominal value of US$228 million, plus fair value adjustments at modification
date in terms of IFRS 9 and net of any unamortised transaction costs
capitalised, issued following the Refinancing completed during November 2025.
The 2026 Loan Notes represent the gross capital of US$228 million (including
PIK), plus accrued and unpaid interest for the relevant periods
5. Bank loans and borrowings represent amounts drawn under the Group’s
refinanced Group’s ZAR1.75 billion (c. US$106 million) Revolving Credit Facility
(RCF) and comprise capital drawndown of c. US$94 million, net of unamortised
transaction costs capitalised (c. US$3 million) and includes accrued interest of
c. US$2 million. As at 31 December 2025, a total of US$94 million was drawn
leaving a further balance of US$11 million available for drawdown.
6. Consolidated Net Debt is bank loans and borrowings plus loan notes, less
cash and diamond debtors.
Adjusted profit contribution per mine
+——————-+—-+—————–+—–+—-+—————–+—–+
|US$ millions |H1 FY 20261 |H1 FY 20251 |
+——————-+—-+—————–+—–+—-+—————–+—–+
| |CDM |FDM |Total|CDM |FDM |Total|
+——————-+—-+—————–+—–+—-+—————–+—–+
|Revenue |69 |31 |100 |78 |37 |115 |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Adjusted mining and|(38)|(34) |(72) |(53)|(45) |(98) |
|processing costs2 | | | | | | |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Other direct income|1 |- |1 |- |1 |1 |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Adjusted profit |32 |(3) |29 |25 |(7) |18 |
|from mining | | | | | | |
|activities | | | | | | |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Adjusted profit |46% |- |29% |32% |- |16% |
|margin | | | | | | |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Adjusted Group G&A |Not allocated per mine|(3) |Not allocated per mine|(3) |
+——————-+—-+—————–+—–+—-+—————–+—–+
|Adjusted EBITDA1 |26 |15 |
+——————-+—-+—————–+—–+—-+—————–+—–+
Note 1: For all non-GAAP measures refer to the Summary of Results table within
the Financial Results section below
Note 2: Adjusted mining and processing costs include certain technical and
support activities which are conducted on a centralised basis; these include
sales & marketing, human resources, finance & supply chain, technical, and other
functions. These costs have been allocated 60% to Cullinan Mine and 40% to
Finsch. For more information, refer to operational cost reconciliation available
on the analyst guidance pages on our website.
Adjusted profit from mining activities increased to US$29 million (H1 FY 2025:
US$18 million), largely due to diamond inventory movements of US$24 million and
reductions in on-mine cash costs of US$7 million, partly offset by lower revenue
of US$15 million, the impact of the weaker Dollar of US$3 million, and inflation
of US$5 million.
Capital expenditure breakdown
+—————-+——–+——+——-+—–+——–+——+——-+—–+
|US$ millions |H1 FY 2026 |H1 FY 2025 |
+—————-+——–+——+——-+—–+——–+——+——-+—–+
| |Cullinan|Finsch|Central|Total|Cullinan|Finsch|Central|Total|
| | | | | | | | | |
| |Mine | | | |Mine | | | |
+—————-+——–+——+——-+—–+——–+——+——-+—–+
|Extension |16 |14 |- |30 |15 |11 |- |26 |
+—————-+——–+——+——-+—–+——–+——+——-+—–+
|Stay in Business|3 |1 |- |4 |1 |2 |1 |4 |
+—————-+——–+——+——-+—–+——–+——+——-+—–+
|Total |19 |15 |- |34 |16 |13 |1 |30 |
+—————-+——–+——+——-+—–+——–+——+——-+—–+
Capital expenditure for the Period totalled US$34 million, related mainly to
ongoing underground extension projects at Cullinan Mine and Finsch.
OUTLOOK AND FY 2026 GUIDANCE
We remain on track to deliver on group production guidance for FY 2026.
In H2 FY 2026, we will continue our focus on operational delivery, including
opportunities to improve on our carat recoveries, maintaining safe and stable
operations as we continue to develop our expansion projects as planned. As these
projects progress, we anticipate continued improvement of grade and product mix
across our operations, which should help us mitigate the continued subdued
market conditions, especially in the smaller size fractions.
We remain vigilant of current fluctuations in the foreign exchange rate. We will
continue to target margin improvement initiatives in the second half of FY 2026
to offset the impact of the stronger Rand.
SUMMARY RESULTS (unaudited)
US$ 6 months to 31 December 2025 6 months Year
million to 31 ended
(«H1 FY 2026») December 30
2024 June
2025
(«H1 FY
2025») («FY
2025»)
Revenue 100 115 207
Adjusted (72) (98) (175)
mining and
processing
costs1
Other net 1 1 1
direct mining
income
Adjusted 29 18 33
profit from
mining
activity2
Other – 1 1
corporate
income
Adjusted (3) (4) (7)
corporate
overhead3
Adjusted 26 15 27
EBITDA4
Depreciation (29) (32) (75)
and
amortisation
Share-based – (1) (1)
payment
expense
Net finance (14) (12) (28)
expense
Adjusted loss (17) (30) (77)
before tax
Tax credit 4 6 9
(excluding
taxation
credit on
impairment
charge)5
Adjusted net (13) (24) (68)
loss after
tax6
Accelerated – (1) (1)
depreciation
Change in (6) – –
rehabilitation
provision
Diamond – – 12
royalty refund
settlement
(including
interest)
Impairment – – (1)
charge –
operations and
other
receivables7
Impairment (157) (48) (107)
charge –
operations and
non-financial
receivables 7
Impairment (11) (5) (23)
charge – BEE
receivables7
Labour – (2) (6)
restructure
costs
Gain on – 5 5
extinguishment
of Notes
Net loss on (7) – –
modification
of loan notes
and related
transactions
Settlement of (6) 1 (2)
human rights
claims
Net unrealised 10 (12) 9
foreign
exchange gain
/ (loss)
Taxation – – (1)
charge on
unrealised
foreign
exchange gain
Taxation – 13 29
credit on
impairment
charge
Loss from (190) (73) (154)
continuing
operations
Profit on – 4 38
discontinued
operations,
net of tax
Net loss after (190) (69) (116)
tax
Loss per share
attributable
to equity
holders of the
Company – US
cents
Basic loss per (70) (30) (64)
share – from
continuing
operations
Adjusted loss (10) (13) (29)
per share8
Notes:
The Group uses several non-GAAP measures above and throughout this report to
focus on actual trading activity by removing certain non-cash or non-recurring
items. These measures include adjusted mining and processing costs, profit from
mining activities, adjusted EBITDA, adjusted net profit after tax, adjusted
earnings per share, adjusted US$ loan note, and consolidated net debt for
covenant measurement purposes. As these are non-GAAP measures, they should not
be considered as replacements for IFRS measures. The Group’s definition of these
non-GAAP measures may not be comparable to other similarly titled measures
reported by other companies. The Board believes that such alternative measures
are useful as they exclude one-off items such as the impairment charges and non
-cash items to provide a clearer understanding of the underlying trading
performance of the Group.
1. Adjusted mining and processing costs are mining and processing costs stated
before depreciation and amortisation and labour restructure costs.
US$ million 6 months to 31 6 months to 31 Year ended 30 June 2025
December 2025 December 2024
(«FY 2025»)
(«H1 FY 2026») («H1 FY
2025»)8
Mining and 107 131 255
processing costs
Depreciation and (29) (32) (75)
Amortisation
Changes in (6) – –
estimates of
rehabilitation
Restructuring and – (1) (5)
other cost
Adjusted mining and 72 98 175
processing costs
2. Adjusted profit from mining activities is revenue less adjusted mining and
processing costs plus other direct mining income.
3. Adjusted corporate overhead is corporate overhead expenditure less corporate
depreciation costs, share-based expense, and non-recurring costs related to the
IGM claims.
4. Adjusted EBITDA is stated before depreciation, amortisation of right-of-use
asset, share-based payment expense, net finance expense, tax credit/(charge),
impairment reversal/(charges), expected credit loss charge, gain on
extinguishment of 2L Notes, recovery of fees relating to investigation and
settlement of human rights abuse claims, any accelerated depreciation,
unrealised foreign exchange gains and results from discontinued operations.
5. Tax credit is the tax credit for the Period excluding the taxation credit on
impairment charges to property, plant and equipment and unrealised foreign
exchange movements for the year; such exclusion more accurately reflects
resultant Adjusted net loss after tax.
6. Adjusted net loss after tax is net loss after tax stated before any
impairment charges, any accelerated depreciation, recovery of fees relating to
investigation and settlement of human rights abuse claims net unrealised foreign
exchange movements for the Period.
7. Impairment charge of US$168 million (30 June 2025: US$131 million and 31
December 2024: US$53 million) was due to the Group’s impairment review of its
operations and other receivables. Refer to note 8 for further details. The
impairment of US$168 million comprises a US$157 million (30 June 2025: US$107
million and 31 December 2024: US$48 million) impairment charge to property,
plant and equipment and impairment charges of US$11 million (30 June 2025: US$23
million and 31 December 2024: US$5 million) relating to the loans receivable
from the Group’s BEE Partners.
8. Adjusted Loss per Share (LPS) is stated before impairment charges, movements
in the expected credit loss provisions, changes in environmental rehabilitation
estimates, net loss on modification of the 2026 Notes net of unamortised costs,
acceleration of unamortised costs on restructured loans and borrowings, costs
and fees relating to investigation and settlement of human rights abuse claims,
provision for unsettled and disputed tax claims and net unrealised foreign
exchange movements, and the impact on taxation of impairments adjustments to
property, plant and equipment and unrealised foreign exchange movements for the
Period.
GROUP PRINCIPAL RISKS
The Group is exposed to a number of risks and uncertainties which could have a
material impact on its long-term development, and performance and management of
these risks is an integral part of the management of the Group.
A summary of the risks identified as the Group’s principal external, strategic
and operational risks (in no order of priority) are set out in pages 54 to 61 in
the Petra Diamonds Annual Report and Financial Statements 2025 (and available on
our website: Principal-Risks-FY25.pdf) (https://wp-petra-diamonds-2023.s3.eu
-west-2.amazonaws.com/media/2025/11/Principal-Risks-FY25.pdf), which remain
unchanged, except for the principal risks stated below.
Group Principal Risks
+————+—————+——————————–+
|External |Strategic |Operational |
+————+—————+——————————–+
|Rough |Group liquidity|Mining and production (including|
|diamond | |ROM grade and product mix |
|prices |License to |volatility) |
| |operate (social| |
|Currency |impact) |Labour relations |
|fluctuations| | |
| |Refinancing |Safety |
|Country and | | |
|Political | |Environment |
| | | |
| | |Climate change |
| | | |
| | |Capital projects |
| | | |
| | |Supply chain |
+————+—————+——————————–+
Changes to Group Principal Risks
+—————–+———————————————————–+
|Risk |Change in H1 FY 2026 |
+—————–+———————————————————–+
|Currency |Higher |
|fluctuations | |
| |The South African Rand strengthened during the Period, |
|Tolerance: |averaging ZAR 17.38:US$1 (FY 2025: ZAR18.15:US$1). |
|Requires |Notwithstanding this, the company partially hedges against |
|mitigation |foreign exchange fluctuations. Note that a strengthening of|
| |the Rand by ZAR1 has an annual impact of US$12 – 15 million|
|Risk Rating: |on operational free cash flow on an unmitigated basis. |
|Moderate | |
| | |
|Nature of Risk: | |
|Short to medium | |
|Term | |
+—————–+———————————————————–+
|Group Liquidity |Lower |
| | |
|Tolerance: | Continued emphasis on cost discipline and capital |
|Requires |optimisation, while managing short-term liquidity |
|Mitigation |requirements |
| | |
|Risk Rating: | Following the successful debt restructuring that |
|Significant |extended maturities on the company’s senior secured bank |
| |debt and 2nd lien notes to 2030 (Refinancing) effective on |
|Nature of Risk: |28 November 2026, the Board has approved to settle the |
|Short – Long Term|payment of amounts due to bondholders under the December |
| |2025 coupon (in part) and the June 2026 coupon (in full) |
| |via the issuance of new shares in the Company, thereby |
| |saving cash outflows |
| | |
| | Conclusion of the Rights Issue in Q2:FY26 raising |
| |in aggregate approximately US$25 million in gross proceeds |
| | |
| | Discovery of a Type IIb blue diamond of exceptional|
| |quality in December 2025 |
+—————–+———————————————————–+
|Refinancing |Following the successful completion of the Refinancing on |
| |28 November 2025, this principal risk has now been removed |
|Risk Rating: |from the group principal risk register. |
|Moderate | |
| | |
|Nature of Risk: | |
|Short-Term | |
+—————–+———————————————————–+
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million Notes (Unaudited) (Unaudited) (Audited)
1 July 2025 1 July 2024 Year
– – ended
31 December 31 December 30 June
2025 2024 2025
Revenue 5 100 115 207
Total net operating (284) (188) (389)
costs
Mining and processing (107) (131) (255)
costs
Other direct mining 1 1 7
income
Corporate 6 (10) (6) (11)
expenditure,
including settlement
costs
Other corporate – 1 –
income
Impairment charge of 8 (157) (48) (107)
non-financial assets
Impairment charge of (11) (5) (23)
other receivables
Operating loss (184) (73) (182)
Financial income 7 21 9 28
Financial expense 7 (23) (33) (42)
Net loss on 7 (8) – –
modification of loan
notes
Gain on 7 – 5 5
extinguishment of
Notes net of
unamortised costs
Loss before tax (194) (92) (191)
Income tax credit 4 19 37
Loss for the period (190) (73) (154)
from continuing
operations
Profit on – 4 38
discontinued
operations,
including associated
impairment charges
(net of tax)
Loss for the Period (190) (69) (116)
Attributable to:
Equity holders of the (153) (55) (86)
parent company
Non-controlling (37) (14) (30)
interest
(190) (69) (116)
Loss per share
attributable to the
equity
holders of the parent
during the Period:
Basic (loss)/profit (70) (28) (45)
per share from
continuing and
discontinued
operations:
– continuing 17 (70) (30) (64)
operations – US
cents1
– discontinued 17 – 2 19
operations – US
cents1
Diluted (loss)/profit (70) (28) (45)
per share from
continuing and
discontinued
operations:
– continuing 17 (70) (30) (64)
operations – US
cents2
– discontinued 17 – 2 19
operations – US
cents2
(1) Calculated on the basic weighted average number of ordinary shares
(2) Calculated on the diluted weighted average number of ordinary shares
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million (Unaudited) (Unaudited) (Audited)
1 July 2025 1 July 2024 Year
– – ended 30
June
31 December 31
December 2025
2025 2024
Loss for the Period (190) (69) (116)
Other comprehensive loss
that will be reclassified
to the Consolidated
Income Statement in
subsequent periods:
Exchange differences on 2 (8) (2)
translation of foreign
operations1
Exchange differences on – (31) (31)
translation of foreign
operations recycled to
profit and loss
Translation difference on – – (1)
non-controlling interest
Total comprehensive loss (188) (108) (150)
for the Period, net of
tax
Total comprehensive
profit/(loss)
attributable to:
Equity holders of the (151) (92) (119)
parent company
Non-controlling interest (37) (16) (31)
(188) (108) (150)
(1) Exchange differences arising on translation of foreign operations and non
-controlling interest will be reclassified to profit and loss if specific future
conditions are met.
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
US$ million Notes (Unaudited) (Audited)
31 December 2025 30 June
2025
ASSETS
Non-current assets
Property, plant and 8 265 393
equipment
Intangible assets 3 3
Right-of-use assets 2 2
BEE loans and receivables 16 20 27
Derivative financial asset 12 3 –
Other receivables 1 1
Total non-current assets 294 426
Current assets
Trade and other 13 22
receivables
Inventories 11 55 35
Derivative financial asset 12 14 5
Other financial asset 14 14
Cash and cash equivalents 39 37
(including restricted
cash)
Total current assets 135 113
Total assets 429 539
EQUITY AND LIABILITIES
Equity
Share capital 13 146 146
Share premium account 13 636 609
Foreign currency (523) (525)
translation reserve
Share-based payment 13 5 5
reserve
Warrants reserve 13 5 –
Accumulated losses (278) (125)
Attributable to equity (9) 110
holders of the parent
company
Non-controlling interest (54) (17)
Total equity (63) 93
Liabilities
Non-current liabilities
Loans and borrowings 9 333 –
Provisions 14 76 62
Deferred tax – 3
Lease liabilities 2 2
Total non-current 411 67
liabilities
Current liabilities
Loans and borrowings 9 5 325
Trade and other payables 15 56 39
Income tax payable 11 8
Provisions 14 9 7
Total current liabilities 81 379
Total liabilities 492 446
Total equity and 429 539
liabilities
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASHFLOWS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
US$ million Notes (Unaudited) (Unaudited) (Audited)
1 July 2025 1 July 2024 Year
– – ended
31 December 31 30 June
2025 December
2024 2025
Cash generated from 18 39 55 52
operations
Net realised gains on foreign 6 5 6
exchange contracts
Interest received from – – 6
Revenue Authority (SARS)
Finance expenses paid 7 (6) (15) (30)
Income tax paid – – (3)
Net cash generated from 39 45 31
operating activities
Cash flows from investing
activities
Additions to property, plant (45) (39) (76)
and equipment
Other financial assets – 14 –
Net bank overdraft disposed – – 9
with subsidiaries
Interest received 1 1 2
Net cash utilised in (44) (24) (65)
investing activities
Cash flows from financing
activities
Lease instalments paid – (3) (5)
Debt restructure transaction (6) – –
costs
Repayment of loan notes 9 – (19) (19)
Repayment of Revolving Credit (17) (36) (36)
Facility
Draw-down on Revolving Credit 9 6 56 107
Facility
Net proceeds from Rights 23 – –
Issue
Net cash generated 6 (2) 47
from/(utilised in) financing
activities
Net increase in cash and cash 1 19 13
equivalents
Cash and cash equivalents at 37 21 21
beginning of the Period
Effect of exchange rate 1 1 3
fluctuations on cash held
Cash and cash equivalents at 39 41 37
end of the Period
PETRA DIAMONDS LIMITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
(Unaudited) Share Share Foreign Share Warrants Accumulated
Attributable Non Total
-based losses
-controlling
US$ million capital premium currency reserve to
the equity
payment
account translation
parent
reserve
reserve
interest
Six month
Period ended
31
December
2025:
At 1 July 146 609 (525) 5 – (125)
110 (17) 93
2025
Loss for the – – – – – (153)
(153) (37) (190)
Period
Other – – 2 – – – 2
– 2
comprehensive
Profit/(loss)
Foreign – – – – – – –
– –
currency
translation
PICE Coupons – 4 – – – – 4
– 4
Transaction – (2) – – – –
(2) – (2)
costs related
to issue of
share capital
Rights issue – 25 – – 5 – 30
– 30
and Warrants
issued
At 31 146 636 (523) 5 5 (278)
(9) (54) (63)
December 2025
(Unaudited) Share Share Foreign Share Warrant Accumulated
Attributable Non Total
-based losses
-controlling
US$ million capital premium currency reserve to
the equity
payment
account translation
parent
reserve
reserve
interest
Year ended 30
June 2025:
At 1 July 146 609 (491) 3 – (39) 228
(27) 201
2024
Loss for the – – – – – (86)
(86) (30) (116)
Period
Other – – (3) 1 – – (2)
(1) (3)
comprehensive
income
Recycling of – – (31) – – –
(31) – (31)
foreign
currency
translation
reserve on
disposal of
Koffiefontein
Non – – – – – – –
41 41
-controlling
interest
disposed
Equity – – – 1 – – 1
– 1
settled
share based
payments
At 30 June 146 609 (525) 5 – (125) 110
(17) 93
2025
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 31 DECEMBER 2025
1. GENERAL INFORMATION
Petra Diamonds Limited (the «Company»), a limited liability company listed on
the Main Market of the London Stock Exchange («LSE»), is registered in Bermuda
and domiciled in the United Kingdom. The condensed consolidated interim
financial statements of the Company for the six-month period ended 31 December
2025 comprise the Company and its subsidiaries (together referred to as the
«Group»).
2. BASIS OF PREPARATION
The condensed consolidated interim financial statements in this report have been
prepared in accordance with the historic cost convention except for certain
financial instruments which are stated at fair value. The Group prepares
condensed consolidated interim financial statements for the six months ended 31
December (the «Period»), and annual financial statements for the year ended 30
June. The Group’s accounting policies used in the preparation of these condensed
consolidated interim financial statements are consistent with those used in the
annual financial statements for the year ended 30 June 2025.
The condensed consolidated interim financial statements of the Company have been
prepared in compliance with the framework concepts and the measurement and
recognition requirements of the International Financial Reporting Standards
adopted by the European Union («IFRSs»), IAS 34 Interim Financial Reporting as
issued by the International Accounting Standards Board («IASB»), the Disclosure
and Transparency Rules of the Financial Conduct Authority in the United Kingdom
as applicable to interim financial reporting and in the manner required by the
Bermudan Companies Act, 1981 for the preparation of financial information of the
group for the six months ended 31 December 2025. These condensed consolidated
interim financial statements should be read in conjunction with the Company’s
audited consolidated financial statements and the notes as at and for the year
ended 30 June 2025.
Going concern for the period to June 2027
In the annual report for the year ended 30 June 2025, the Group indicated that
material uncertainties existed that could cast doubt on the Group’s ability to
continue as a going concern. The refinancing of the Senior Secured Bank Debt and
2026 Loan Notes, while then advanced and de-risked by the lock-up agreement,
backstop agreement, Absa commitment agreement, and planned rights issue, was not
yet fully concluded and was not within the control of the Directors.
Furthermore, persistent market volatility could have exerted further pressure on
pricing and covenant headroom. These factors gave rise to a material uncertainty
that could have cast significant doubt on the Group’s ability to continue as a
going concern and, therefore, the Group could have been unable to realise its
assets and discharge its liabilities in the normal course of business.
On 28 November 2025 Petra Diamonds Limited announced that, following completion
of all implementation steps under the Implementation Deed, the Restructuring
Effective Date has occurred and all remaining conditions to the Group’s
Refinancing have completed in full.
The Refinancing comprised:
· an extension to the maturity date of the Senior Secured Bank Debt
from January 2026 to December 2029, alongside certain other changes to the terms
of the Senior Secured Bank Debt;
· an extension to the maturity date of the Notes from March 2026 to
March 2030 alongside concurrent amendments to the Notes, including the
introduction of a «payment in cash or equity» mechanism which allows the Notes
Issuer to make interest payments on the Notes in Ordinary Shares rather than
cash, at the Notes Issuer’s discretion, and an increase in the cash interest
rate to 10.5% (or 11.5% if the Notes Issuer uses equity to make interest
payments); and
· a rights issue of approximately £18.8 million (equivalent to
approximately US$25.1 million) at an issue price of 16.5 pence per Rights Issue
Share, fully underwritten and committed by the Backstop Shareholders.
Over the past six months, the diamond market has remained subdued as consumer
demand continues to normalise following the post-pandemic peak, with
macroeconomic uncertainty, weaker luxury spending in China and sustained
pressure from man-made diamonds weighing on pricing and sentiment. The U.S.
market has held relatively steady and continues to anchor global demand, while
India has strengthened to become the second-largest consumer market, partially
offsetting China’s ongoing softness. Looking ahead, modest improvement is
expected as global financial conditions ease and coordinated industry marketing
efforts, including renewed Natural Diamond Council campaigns and early momentum
behind the 2025 Luanda Accord, begin to support sentiment. However, the pace of
recovery remains sensitive to macro conditions, demographic trends, and
competition from lab-grown diamonds, keeping the overall outlook cautiously
optimistic but uneven across regions.
Average diamond prices for Cullinan Mine increased 3% in H1 FY 2026 compared to
H1 FY 2025, mainly because of improved product mix. In addition, Cullinan Mine
recovered a 41.82 carat Type IIb blue stone of exceptional quality during
December 2025. Proceeds from the stone is expected in H2 FY 2026, providing a
significant boost to the Group’s liquidity.
Average diamond prices for Finsch reduced by 3%, impacted by the higher quantity
of smaller product. Further access to the Lower-Block 5 project areas during H2
FY 2026 is anticipated to deliver coarser diamonds from the fresh ore.
Total diamond production for the Period marginally increased 4% from 1.20Mcts in
H1 FY 2025 to 1.24Mcts in H1 FY 2026, and ore processed increased 3% over the
same period.
These price and volume fluctuations could adversely impact the Group’s ability
to meet its obligations under its debt arrangements and influences the Group’s
going concern assessment.
Forecast liquidity and covenants
The Board has reviewed the Group’s forecasts with appropriate sensitivities
applied, for the 18-month period to June 2027, including both forecast liquidity
and covenant measurements. The Board has given careful consideration to
potential risks identified in meeting the forecasts under the going concern
period. The following sensitivities have been performed in assessing the Group’s
ability to operate as a going concern as at the date of these results:
· A 10% decrease in forecast rough diamond prices from January 2026 to
June 2027
· A 5% strengthening in the forecast South African Rand (ZAR) exchange
rate against the US Dollar from January 2026 to June 2027
· A 5% increase in operating costs from January 2026 to June 2027
· Combined sensitivity: prices down 5% and ZAR stronger by 5% January
2026 to June 2027
Some of the downside scenarios could result in a liquidity covenant breach.
Should the downside sensitivities materialise and result in reduced liquidity
headroom, management has several actions available that could be implemented to
mitigate any reduction in liquidity. These include,in no specific order,a
combination ofthe potential liquidation of diamond inventory on hand, which
fluctuates with tender timing and offers a meaningful source of near-term
liquidity;deferral ofsustaining capital expenditure for a defined period, as
well aspostponingexpansionary capital expenditure at both the Cullinan Mine and
Finsch, both of which would materially reduce cash outflows during the
projection period. Taken together, these measures provide Management with
credible options to respond to adverse trading conditions and to support the
Group’s liquidity position. Similar deferral measures have been successfully
implemented by management in the recent past.
Based on its assessment of the forecasts, principal risks and uncertainties and
mitigation actions considered available to the Group, the Board has a reasonable
expectation that the Group will remain a going concern for a period of at least
12 months from the date of approval of the interim condensed financial
statements and have therefore prepared the interim condensed financial
statements on a going concern basis.
The Interim Condensed Financial Statements do not include any adjustments that
would result from the basis of preparation being inappropriate.
Significant assumptions and judgements:
The preparation of the condensed consolidated interim financial statements
requires management to make estimates and judgements and form assumptions that
affect the reported amounts of the assets and liabilities, reported revenue and
costs during the periods presented therein, and the disclosure of contingent
liabilities at the date of the interim financial statements. Estimates and
judgements are continually evaluated and based on management’s historical
experience and other factors, including future expectations and events that are
believed to be reasonable. The estimates and assumptions that have a significant
risk of causing a material adjustment to the financial results of the Group in
future reporting periods have been disclosed in the Group’s annual financial
statements for the year ended 30 June 2025. Except as disclosed under property,
plant and equipment, (note 8) and the additional information relating to the
refinance (refer to notes 9 Loans and borrowings, 12 Derivative financial
assets, 13 Equity and reserves and 19 Share-based payments), there have been no
material changes to the significant assumptions and judgements in the 6-month
period ended 31 December 2025.
BEE receivables – expected credit loss provision
The Group applies the expected credit loss model to the loans receivable. In
determining the extent to which expected credit losses may apply, the Group
assesses the future free cashflows to be generated by its mining operations,
Cullinan Mine and Finsch. In the estimation of these future cashflows,
management are required to consider available reasonable and supportive
forwarding-looking information relating to reserves and resources, assumptions
related to exchange rates, rough diamond and other commodity prices, extraction
costs and recovery and production rates. Any such estimates and assumptions may
change as new information becomes available. Changes in exchange rates, rough
diamond and commodity prices, extraction and recovery costs and production rates
may change the economic viability of ore reserves and resources and may
ultimately result in a significant increase in credit risk related to the loans
receivable.
Based on the assessment, an expected credit loss charge amounting to US$11
million was recognised at 31 December 2025 (FY2025: US$23 million). The net BEE
receivables balance included in the Consolidated Statement of financial position
at Period end amounted to US$20 million (30 June 2025: US$27 million). The
expected credit loss is sensitive to changes in the underlying assumptions. A
reduction of 20% in the probability assigned to the base case scenario would
increase the relative weighting and impact at more severe downside scenarios,
resulting in a corresponding increase in the ECL of approximately US$1 million.
3.DIVIDENDS
No dividends have been declared in respect of the current Period under review
(30 June 2025: US$nil and 31 December 2024: US$nil).
4. SEGMENTAL INFORMATION
Segment information is presented in respect of the Group’s operating and
geographical segments:
· Mining – the extraction and sale of rough diamonds from mining operations in
South Africa.
· Corporate – administrative activities in the United Kingdom.
· Beneficiation – beneficiation activities in South Africa.
Segments are based on the Group’s management and internal reporting structure.
Management reviews the Group’s performance by reviewing the results of the
mining activities in South Africa and reviewing the results of the corporate
administration expenses in the United Kingdom. Each segment derives, or aims to
derive, its revenue from diamond mining and diamond sales, except for the
corporate and administration cost centre.
Segment results, assets and liabilities include items directly attributable to a
segment, as well as those that can be allocated on a reasonable basis. Segment
results are calculated after charging direct mining costs, depreciation and
other income and expenses. Unallocated items comprise mainly interest-earning
assets and revenue, interest-bearing borrowings and expenses and corporate
assets and expenses. Segment capital expenditure is the total cost incurred
during the Period to acquire segment assets that are expected to be used for
more than one period. Eliminations comprise transactions between Group companies
that are cancelled on consolidation. The results are not materially affected by
seasonal variations. Revenues are generated from tenders held in South Africa
and Antwerp for external customers from various countries.
SEGMENTAL INFORMATION (continued)
Operating South United South Africa
segments Africa – Kingdom
Mining
activities
US$ million Cullinan Finsch Corporate Beneficiation4 Inter
Consolidated
Mine and -segment
treasury
(6 month 1 July 1 July 1 July 1 July 2025 – 1 July 1 July
2025
period ended 2025 – 2025 – 2025 2025 – –
31 – 31 December
December 31 31 31 31
December
2025) December December 31 2025 December
December 2025
2025 2025 2025
2025
Revenue1 69 31 – – – 100
Segment 10 (17) (10) – – (17)
result2
Impairment (106) (51) – – – (157)
charge –
operations
Impairment – – (11) – – (11)
charge –
other
receivables
Other direct 1 – – – – 1
income
Operating (95) (68) (21) – – (184)
loss3
Financial 21
income
Financial (23)
expense
Loss on (8)
modification
of loan
notes
Income tax 4
credit
Non 37
-controlling
interest
Loss (153)
attributable
to equity
holders of
the
parent
company
Segment 224 110 3,858 – (3,763) 429
assets5
Segment 391 181 2,321 6 (2,408) 491
liabilities5
Capital 19 15 – – – 34
expenditure
(1)The Group’s revenue of US$100 million comprises the sale of rough diamonds
and polished stones.
(2)Total depreciation of US$29 million included in the segmental result
comprises depreciation incurred at the Cullinan Mine of US$16 million, Finsch of
US$13 million and Corporate and treasury of US$nil.
(3)Operating loss is equivalent to revenue of US$100 million less total costs of
US$284 million as disclosed in the Consolidated Income Statement.
(4)The beneficiation segment represents Tarorite, a cutting and polishing
business in South Africa, which can on occasion cut and polish select rough
diamonds.
(5)Segment assets and liabilities include inter-company receivables and payables
which are eliminated on consolidation
4. SEGMENTAL INFORMATION (continued)
Operating South Tanzania United South Africa
segments Africa – -Mining Kingdom
Mining activities
activities
US$ million Cullinan Finsch Williamson5 Corporate Beneficiation4
Inter Consolidated
Mine and
-segment
treasury
(6 month 1 July 1 July 1 July 2024 1 July 1 July 2024 – 1
July 1 July 2024
period ended 2024 – 2024 – – 2024 2024
– –
31 December – 31 December
2024) 31 31 31 December 31
31 December
December December 31 2024
December
2024 December
2024
2024 2024 2024
2024
Revenue1 78 37 – – – –
115
Segment 8 (21) – (7) – –
(20)
result2
Impairment – (48) – – – –
(48)
charge –
operations
Impairment – – – (5) – –
(5)
charge –
other
receivables
Operating 8 (69) – (12) – –
(73)
profit /
(loss)3
Financial
9
income
Financial
(33)
expense
Gain on
5
extinguishment
of
Notes net of
unamortised
costs
Income tax
19
credit
Profit on
4
discontinued
operations
including
associated
impairment
charges (net
of tax)5
Non
14
-controlling
interest
Loss
(55)
attributable
to
equity holders
of the
parent company
Segment 354 122 79 3,087 4
(2,988) 658
assets6
Segment 319 127 116 1,983 5
(2,044) 506
liabilities6
Capital 17 13 6 1 – –
37
expenditure
(1)The Group’s revenue of US$115 million comprises the sale of rough diamonds
and polished stones.
(2)Total depreciation of US$33 million included in the segmental result
comprises depreciation incurred at the Cullinan Mine US$19 million, Finsch US$14
million and Corporate and treasury US$nil.
(3)Operating loss is equivalent to revenue of US$115 million less total costs of
US$188 million as disclosed in the Consolidated Income Statement.
(4)The beneficiation segment represents Tarorite, a cutting and polishing
business in South Africa, which can on occasion cut and polish select rough
diamonds.
(5)The operating results in respect of Williamson have been presented within
loss on discontinued operations
(6)Segment assets and liabilities include inter-company receivables and payables
which are eliminated on consolidation
4. SEGMENTAL INFORMATION (continued)
Operating South United South Africa
segments Africa – Kingdom
Mining
activities
US$ million Cullinan Finsch Corporate Beneficiation4 Inter
Consolidated
Mine and -segment
treasury
(12 month 2025 2025 2025 2025 2025 2025
period
ended 30 June
2025)
Revenue1 137 70 – – – 207
Segment (12) (36) (10) – – (58)
result2
Impairment (70) (37) – – – (107)
charge –
operations
Impairment – – – (23) – – (23)
other
receivables
Other direct – 6 – – – 6
income
Operating (82) (67) (33) – – (182)
loss3
Financial 28
income
Financial (42)
expense
Gain on 5
extinguishment
of
Notes net of
unamortised
costs
Income tax 37
credit
Profit on 38
discontinued
operation
including
associated
impairment
charges (net
of tax)
Non 30
-controlling
interest
Loss (86)
attributable
to
equity holders
of the
parent company
Segment 314 151 3,366 – (3,292) 539
assets5
Segment 359 151 2,192 8 (2,264) 446
liabilities5
Capital 36 27 1 – – 64
expenditure
(1) The Group’s revenue of US$207 million comprises the sale of rough diamonds
and polished stones.
(2)Total depreciation of US$77 million included in the segmental result
comprises depreciation incurred at the Cullinan mine of US$46 million, Finsch
mine of US$30 million and Corporate and treasury of US$1 million
(3)Operating loss is equivalent to revenue of US$207 million less total costs of
US$389 million as disclosed in the Consolidated Income Statement.
(4)The beneficiation segment represents Tarorite, a cutting and polishing
business in South Africa, which can on occasion cut and polish select rough
diamonds
(5)Segment assets and liabilities include inter-company receivables and payables
which are eliminated on consolidation
REVENUE
The Group has entered into partnership agreements that could result in
additional revenue through the sale of diamonds. Revenues from these
partnerships are expected to materialise in subsequent periods, with revenues to
be recognised at the point in time when the sales materialise and the
partnership has an unconditional obligation to pay to Petra its share of the
proceeds. Any cash received prior to this point is recognised as a contract
liability. Judgement was applied in assessing whether the contract altered the
gross versus net presentation of revenue. Management concluded that the sales
channel does not give rise to a change in revenue recognition policy.
6. CORPORATE EXPENDITURE, INCLUDING SETTLEMENT COSTS
US$ million 1 July 2025 – 1 July 2024 – 1 July 2024 –
31 December 2025 31 December 2024 30 June
2025
Depreciation of – 1 1
property, plant and
equipment
Listing and other 1 1 1
regulatory expenses
Audit fees 2 1 1
Legal fees 1 – 2
Settlement of human 5 (1) 2
rights claims
Staff cost: 1 4 4
Share-based payment – 1 1
expense – Directors
Salaries and other 1 3 3
staff costs
10 6 11
7. NET FINANCE EXPENSE
US$ million 1 July 1 July 1 July 2024 –
2025 – 2024 –
30 June
31 31 2025
December December
2025 2024
Interest received on loans and other 3 3 6
receivables
Interest received on bank deposits 1 1 2
Interest received from revenue authorities – – 6
Profit on exercise of derivative asset 1 – –
Net realised gains on forward exchange 6 5 6
contracts
Net unrealised foreign exchange profits 10 – 8
Finance income 21 9 28
Gross interest on senior secured second (20) (18) (34)
lien notes and bank loans
Other debt finance costs, including loan – (1) (2)
interest, facility fees and charges
Unwinding of rehabilitation obligations (3) (1) (5)
Note redemption premium and acceleration – (1) (1)
of unamortised bank facility and Notes
costs
Net unrealised foreign exchange losses – (12) –
Finance expense (23) (33) (42)
Net finance expense (2) (24) (14)
Net loss on modification of loan notes (8) – –
Gain on extinguishment of Notes – 5 5
Net finance expense (10) (19) (9)
NET LOSS ON MODIFICATION OF LOAN NOTES
The Group performed an assessment under its accounting policies and the
requirements of IFRS 9 as to whether the restructuring of the terms of the Loan
Notes represented a substantial modification. Management concluded that the
restructuring of the terms under the refinancing agreement constitutes a
substantial modification with the introduction of the PICE mechanism, which
exposes noteholders to equity price risk and, where applicable, foreign exchange
variability. As a result, the existing 2026 Loan Notes (existing Notes) were
derecognised and the refinanced 2030 Loan Notes (the new Notes) were recognised
as a new financial liability at the modification date. The loss arising on
substantial modification of US$8 million has been recognised in the Income
Statement as part of net finance expenses. The acceleration of unamortised costs
associated with the substantial modification were also expensed and are included
within net finance expense (refer above).
US$ million 1 July 1 July 2024 – 1 July 2024 –
2025 –
31 December 2024 30 June
31 2025
December
2025
Accelerated transaction (1) – –
costs
Refinancing costs (3) – –
Fair value adjustment on (20) – –
modification of Loan Notes
Work Fee Warrants (note 13) (1) – –
Loss on Modification (25) – –
Fair value on recognition of 17 – –
derivative assets (note 12)
Net loss on modification of (8) – –
loan notes
8. PROPERTY, PLANT AND EQUIPMENT
The net movement in property, plant and equipment for the Period is a decrease
of US$126 million (30 June 2025: US$135 million decrease). This is primarily as
a result of:
US$ million 1 July 2025 – 1 July 2024 30 June
2025
31 December 2025
As at 1 July 393 528
Additions 35 76
Depreciation (29) (84)
Impairments (157) (107)
Disposal of subsidiaries – (30)
Foreign exchange movement 24 10
As at Period end 266 393
Group impairment assumptions for 31 December 2025 and 30 June 2025
At 30 June 2025 the Group reviewed the carrying value of its operational assets
for indicators of impairment and accounted for specific impairment provisions
and reversals. The assumptions in exercising its judgement related to future
exchange rates, rough diamond prices, contribution from Exceptional Diamonds,
volumes of production, ore reserves and resources included in the current mine
plans, feasibility studies, future development and production costs and
macroeconomic factors such as inflation and discount rates. Refer to the annual
financial statements for the year ended 30 June 2025 for details of the key
inputs and sensitivities.
For the six months ended 31 December 2025 the assumptions remained materially
unchanged, except for the items below which resulted in an impairment charge of
US$106 million being recognised at Cullinan Mine and US$51 million being
recognised at Finsch.
Changes in
key
assumptions
Cost Long-term inflation rates of 4.0%-10.0% (2024: 4.0%-10.0%) above
inflation the long-term US$ inflation rate were used foroperating and
capital expenditure escalators at 30 June 2025.
South Africa announced a new CPI inflation target in November
2025 of 3% with a 1% tolerance. The inflation assumption in the
LOM models was therefore updated to reflect SA CPI inflation to
3.5% pa.
Exchange Exchange rates are estimated based on an assessment of current
rates market fundamentals and long-term expectations. The US$/ZAR
exchange rate range used for all South African operations
commenced at ZAR19.00 for FY 2026, thereafter devaluing at 3.5%
per annum.
The Rand has strengthened significantly against the USD through
H1 FY 2026 both due to dollar weakness and tailwinds such as
commodity pricing and ratings upgrades that have helped
strengthen the Rand. The Rand Dollar exchange rate assumptions
were therefore updated for H2 FY 2026 and FY 2027 using updated
panel forecasts. From FY 2028 the Rand is assumed to depreciate
at 2% per annum against the dollar – the differential between new
South African CPI assumption and the US CPI assumption.
Given the volatility in the US$/ZAR exchange rate and the current
levels of economic uncertainty, the determination of the exchange
rate assumptions required significant judgement.
Sensitivity analysis
The impairment outcome of applying sensitivities on the key inputs would have
been:
US$ million Cullinan Mine Finsch
Base case 106 51
Increase in the discount rate 111 54
of 100 basis points
Reduction in diamond pricing 154 75
forecasts by 5% over mine
life
Reduction in carats 201 55
production by 10%
Increase in operating 136 66
expenditure by 5%
5% stronger ZAR exchange rate 155 75
through mine life
9. LOANS AND BORROWINGS
On 28 November 2025, the Company announced it had completed the implementation
of its Refinancing with Absa bank and holders of the Group’s 2026 Loan notes
(the existing Notes). The key features of the refinancing are as follows:
· an extension to the maturity date of the Senior Secured Bank Debt to
December 2029, and certain other changes to the terms of the Senior Secured Bank
Debt (refer (a) below).
· an extension to the maturity date of the existing Notes to March 2030
alongside concurrent amendments to the Notes (refer (b) below); and
· the receipt of proceeds from a GBP18 million rights issue underwritten by
certain existing shareholders (refer to note 13).
The following table summarises the Group’s current and non-current interest
-bearing borrowings:
US$ million 31 December 30 June
2025 2025
Non-current liabilities
Senior secured lender debt facilities 90 –
Senior secured second lien notes 243 –
333 –
Current liabilities
Senior secured lender debt facilities 2 99
Senior secured second lien notes 3 226
Total loans and borrowings 338 325
Senior Lender 31 December 31 December 30 June
Debt
Facilities 2025 2024 2025
Facility amount Facility amount Facility amount
ZAR Debt
Facilities:
ZAR Lenders ZAR1.75 billion ZAR1.75 billion ZAR1.75 billion
RCF
FX Hedging ZAR300 million ZAR300 million ZAR300 million
facilities
(a) Senior secured lender debt facilities
As part of the refinancing, the maturity of the Group’s existing Revolving
Credit Facility (RCF) with Absa bank was extended to December 2029. The carrying
amount of the facility was adjusted to include transaction costs that were
directly attributable to the amendment, including lender restructuring fees and
qualifying legal and professional fees. The transaction costs were capitalised
and are being amortised over the remaining term of the facility through a
revised effective interest rate.
The Group performed an assessment under its accounting policies and the
requirements of IFRS 9 as to whether the restructuring of the Senior Secured
Lender Facilities represented a substantial modification. As the net present
value of the cashflows under the original terms and the modified terms was less
than 10% different and there were no substantial qualitative changes to the
terms, the modification is not substantial.
The revised terms under the RCF are:
· maturity date 31 December 2029;
· Net debt to EBITDA tested semi-annually on a rolling 12-month basis;
· debt service cover ratio tested semi-annually on a rolling 12-month basis;
and
· interest rate of SA JIBAR +5.00% per annum (with an upfront fee of 0.75% of
the RCF amount capitalised and a commitment fee of 1.25% based on undrawn
balances).
The transaction costs were capitalised and are being amortised over the
remaining term of the facility through a revised effective interest rate.
Covenant ratios
As part of the RCF entered into with Absa Bank, the Company is required:
· to maintain a Net Debt (senior debt only) : Adjusted EBITDA ratio tested
semi-annually on a rolling 12-month basis;
· to maintain an Interest Cover Ratio (senior debt interest only) tested semi
-annually on a rolling 12-month basis; and
· to maintain minimum 12 month forward looking liquidity requirement that
consolidated cash and cash equivalents, available borrowing facilities, and
recovered diamond debtors, shall not fall below US$20 million in aggregate.
· Capital expenditure to exceed forecasts in the Absa base case model and
annual budget by not more than 15%.
There were no covenant breaches at the reporting period. The Group continues to
monitor the RCF covenants through to maturity of the facilities, although they
remain highly sensitive to fluctuations in production, product prices, product
mix, and exchange rates.
At Period End, an amount of ZAR195 million (US$11 million) remained available
for draw-down on the RCF, following drawdowns totalling ZAR100 million (US$6
million) and repayments of ZAR295 million (US$17 million) during H1 FY 2026 for
working capital requirements.
(b) US$228 million 2030 Loan notes
As part of the refinancing, the maturity of the Group’s 2026 Loan Notes was
extended to March 2030. The refinancing resulted in revised contractual terms,
including the introduction of a payment-in-cash-or-equity (PICE) mechanism that
permits interest to be settled, at the issuer’s election, through the delivery
of equity instruments.
Management concluded that the refinancing constitutes a substantial modification
with the introduction of the PICE mechanism, which exposes noteholders to equity
price risk and, where applicable, foreign exchange variability. As a result, the
existing 2026 Loan Notes (existing Notes) were derecognised and the refinanced
2030 Loan Notes (the new Notes) were recognised as a new financial liability at
the modification date. The loss arising on substantial modification of US$8
million (refer to note 7) has been recognised in the Income Statement as part of
net finance expenses. The acceleration of unamortised costs associated with the
substantial modification were also expensed and are included within net finance
expense (refer to note 7).
The new Notes carry a coupon of 10.5% if cash or 11.5% if PICE mechanism is
exercised. To the extent an interest payment is paid partially in cash and
partially in equity, the relevant proportion of cash and equity shall be
determined by reference to the respective interest rates. Where the PICE
Mechanism is exercised, the number of New Ordinary Shares to be issued by the
Parent and allotted to the Noteholders shall be calculated by dividing the
relevant cash amount by the PICE Share Price, determined as follows:
· Year 1/FY 2026 (Dec 2025 and June 2026 coupons): fixed at 50p per share;
· Year 2/FY 2027 (Dec 2026 and June 2027 coupons): equal to the 12 month
volume-weighted average price of the ordinary shares in the Parent; and
· Year 3/FY 2028 onwards: 50% discount to the 120-day volume-weighted average
price of the ordinary shares in the Parent.
Customary anti-dilution mechanics shall be maintained.
The new Notes contain an embedded derivative arising from the PICE mechanism.
The embedded derivative has been bifurcated and is measured at fair value
through profit or loss. The host debt instrument was recognised at fair value on
initial recognition and is subsequently measured at amortised cost, with
interest expense recognised using the effective interest method. The difference
between the carrying value of the 2026 Loan Notes and the fair value of the 2030
Loan Notes, will be recognised as a profit on derecognition, together with all
other costs incurred during the refinancing.
Judgement was applied in concluding that the refinancing represented a
substantial modification and in assessing the bifurcation of the embedded
derivative. refer to notes 12 Derivative financial assets, 13 Equity and
reserves and 19 Share-based payments.
10. COMMITMENTS
As at 31 December 2025, the Company had committed to future capital expenditure
totalling US$16 million (30 June 2025: US$31 million and 31 December 2024: US$29
million).
11. INVENTORIES
US$ million 31 December 30 June
2025 2025
Diamonds held for sale 46 26
Consumables and stores (net of provisions) 9 9
55 35
12. DERIVATIVE FINANCIAL ASSETS
US$ million 31 December 30 June
2025 2025
Foreign exchange contracts – 5
(non-hedges)
Derivative asset – interest 17 –
settlement on 2030 Loan
notes
17 5
US$ million 31 December 30 June
2025 2025
Current 14 5
Non-current 3 –
17 5
Derivative Financial Asset – PICE mechanism related to US$228 million 2030 Loan
notes
The refinancing of the Loan notes resulted in the introduction of a payment-in
-cash-or-equity (PICE) mechanism that permits interest to be settled, at the
issuer’s election, through the delivery of equity instruments. The PICE
mechanism exposes noteholders to equity price risk and, where applicable,
foreign exchange variability and meets the definition of a derivative under IFRS
9 Financial Instruments.
The loan notes are structured in tranches, each with specific mechanics for
determining the number of equity instruments issued on settlement of interest.
The PICE election applies independently to each tranche and each interest
period.
The PICE mechanism constitutes an embedded derivative within the refinanced loan
notes and is not closely related to the host contract. Management has elected to
bifurcate the embedded derivative from the host loan notes and recognise it at
fair value through profit and loss.
The fair value of the embedded derivative has been determined using the Monte
Carlo simulation model and resulted in the recognition of a derivative financial
asset of US$18 million at 28 November 2025. The gain on measurement of the
derivative financial asset is included in the net loss on modification of loan
notes (see note 7). Refer to notes 9 Loans and borrowings, 13 Equity and
reserves and 19 Share-based payments.
Key inputs (unobservable unless stated otherwise):
· Share price at the measurement date: £0.17 (observable, Level 1 input).
· Share price volatility: 63% (significant; derived from historical
volatility).
· Risk-free interest rate: c. 3.5% (observable, based on UK Sonia spot curves
over a term consistent with the expected settlement profile).
· Foreign exchange rate: USD/GBP 1.3514 (observable, Level 1 input).
Sensitivity to unobservable inputs: An increase in volatility of 10 percentage
points would increase the fair value of the derivative asset by approximately
$0.5 million; a decrease of the same magnitude would decrease the fair value by
approximately $0.5 million. There are no other significant unobservable inputs.
13. EQUITY AND RESERVES
Share capital
2025 Value June 2025 Value
Number of US$m Number of US$m
shares shares
Authorised – Ordinary Shares of 10,000,000,000 164 10,000,000,000 164
0.05 pence (2025: 0.05 pence)
each
Issued and fully paid
At 30 June 2025 194,201,785 146 194,201,785 146
Rights issue 94,466,888 – – –
Rights issue – backstopped by 19,769,455 – – –
shareholders
Rights issue – backstop fees 11,423,634 – – –
PICE coupon paid via shares 15,559,031 – – –
335,420,793 146 194,201,785 146
The Group’s equity and reserve balances include the following:
The share capital comprises the issued Ordinary Shares of the Company at par.
As part of the Refinancing and subsequent approval by shareholders, the Company
allotted a fully underwritten Rights issue comprising 114,236,344 Ordinary
shares at an issue price of 16.5 pence per Share. The offering was fully
backstopped by certain Shareholders pursuant to the Backstop Agreement.
In consideration for the backstopped underwriting services provided in
connection with the rights issue, the Company issued additional ordinary shares
equivalent to 10% of the total rights issue of shares.
In connection with the refinancing of the loan notes, and at the discretion of
the Notes Issuer under the PICE mechanism, coupon payments may be satisfied
either in newly issued ordinary shares or in cash.
Share premium account
The share premium account comprises the excess value recognised from the issue
of Ordinary Shares at par less share issue costs.
Share-based payment reserve
The share-based payment reserve comprises:
· The fair value of shares awarded under the Performance Share Plan measured
at grant date (inclusive of market-based vesting conditions) with estimated
numbers of awards to vest due to non-market-based vesting conditions evaluated
each period and the fair value spread over the period during which the employees
or Directors become unconditionally entitled to the awards
· Foreign exchange translation of the reserve
· Amounts derecognised as part of cash settlement of vested awards originally
planned for equity settlement
· Amounts related to the Warrant Incentive Programme (WIP warrants) that were
issued to director’s and key management as part of the concluded refinancing and
restructuring transactions.
Warrants reserve
Refinancing: Accounting for warrant instruments
During the interim period, the Group issued warrant instruments (Work Fee
Warrants ) to certain stakeholders as part of the broader refinancing and
restructuring transactions. The warrants provide the holders with the right to
subscribe for a fixed number of ordinary shares of the Parent at a specified
exercise price within a defined exercise period.
On initial recognition, the warrants are measured at fair value. The fair value
is determined using an appropriate valuation technique that reflects the
contractual terms of the warrants, including the exercise price, term, expected
volatility of the Parent’s share price and risk-free interest rate. After
initial recognition, the warrants are not remeasured. Warrants that expire
unexercised remain within equity with no impact on profit or loss.
Judgement was applied in assessing the classification of the warrants as equity
instruments rather than derivatives or financial liabilities, and in determining
the appropriate valuation inputs at initial recognition. The warrants are
exercisable into a fixed number of the Parent’s ordinary shares for a fixed
exercise price denominated in the Parent’s functional currency. There are no
provisions that require or permit cash settlement, no variability in the number
of shares to be delivered, and no features that link the value of the warrants
to factors other than the Parent’s equity value. Accordingly, the warrants meet
the definition of equity instruments under IAS 32 Financial Instruments:
Presentation. At 31 December 2025, warrants have been recognised in the
statement of changes in equity at US$7 million. Also refer to notes 9, 12 and
19.
14. PROVISIONS
US$ million 31 December 30 June
2025 2025
Human rights settlement claims 7 6
Provision for unsettled and disputed tax claims 2 2
Provision for post-retirement medical aid 13 13
Decommission provision 20 12
Rehabilitation provision 43 36
85 69
US$ million 31 December 30 June
2025 2025
Current 9 7
Non-current 76 62
85 69
Human rights settlement claims
The Independent Grievance Mechanism (IGM) is a non-judicial process that has the
capacity to investigate and resolve complaints alleging severe human rights
impacts in connection with security operations at the Williamson diamond mine.
It is being overseen by an Independent Panel of Tanzanian experts taking an
approach informed by principles of Tanzanian law, and with complainants having
access to free and independent advice from local lawyers. The overall aim of the
IGM is to promote reconciliation between the Williamson diamond mine (previously
owned by the Petra Group), directly affected parties and the broader community
by providing remedy to those individuals who have suffered severe human rights
impacts. Petra Diamonds Limited (Petra) has agreed to fund the remedies
determined by the IGM.
At 31 December 2025, the IGM remedy provision is measured at US$6.6m (30 June
2025: US$5.7m). During the six month period, US$1m of settlement claims were
paid. After settlements, the estimate increased by US$2m, reflecting updated
assumptions applied to the remaining cases.
The estimate is based on a closed population. All eligible cases are recorded in
the system and no further claimant returns are accepted after 31 December 2025,
other than probate cases. As a result, management no longer applies an
assumption for future claimant returns.
Judgement has been applied by Management in assessing the estimated future cost
of remedies for successful grievances based on the outcome of claims
investigated up to the end of the Period. Management has assessed the results of
these investigated claims and performed its own estimate based on calculations
received from consultants. The estimate makes a number of different assumptions,
including, amongst others, the categories of the grievances, the success rates
of the grievances and the remedies that have been paid to successful
complainants. These estimates do not make any allowance for non-financial
remedies that the IP may award. The outcome of the concluded cases, spread
across all categories, have been extrapolated across the grievance population,
based on the average claim settlement per category and the various categories of
the grievances (nature of claims). Management’s assessment resulted in estimated
aggregate costs of US$7 million at 31 December 2025 (30 June 2025: US$6
million).
Provision for restoration and decommissioning
The Group recognises provisions for environmental rehabilitation obligations in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets,
measured as the present value of expected future cash outflows required to
rehabilitate mining sites. During the interim period, management updated the
rehabilitation provision models to reflect changes in discount rates and foreign
exchange assumptions. South African government bond yields, used as the basis
for determining risk-free discount rates, decreased materially during the
period.
For Cullinan Mine, the discount rate decreased from 11.16 per cent at 30 June
2025 to 9.18 per cent at 31 December 2025. For Finsch Mine, the discount rate
decreased from 9.95 per cent to 8.20 per cent over the same period. The
reduction in discount rates resulted in an increase in the present value of
rehabilitation obligations, giving rise to a change in estimate of approximately
US$4 million. In addition, the strengthening of the South African Rand against
the US Dollar increased the translated US Dollar value of the underlying
obligations, resulting in a further increase of US$2.3 million.
As a result of these changes, the total environmental rehabilitation provision
increased from US$36 million at 30 June 2025 to US$43 million at 31 December
2025. The movement has been accounted for as a change in estimate, with the
impact recognised as an adjustment to the rehabilitation provision and the
related asset.
Judgement was applied in selecting appropriate discount rates and in assessing
the sensitivity of the provision to changes in financial assumptions.
15. TRADE AND OTHER PAYABLES
US$ million 31 December 30 June
2025 2025
Trade payables 12 12
Revenue received in advance 9 1
Accruals and other payables 35 26
56 39
16. RELATED PARTY TRANSACTIONS
The gross interests in the mining operations by the Group’s related parties and
B-BBEE partners, Kago Diamonds (Pty) Ltd («Kago Diamonds») and the Itumeleng
Petra Diamonds Employee Trust («IPDET») are listed in the table below:
Operation Partner and respective interest as at
30 June 2025 and 31 December 2025 (%)
Cullinan Kago Diamonds (14%)
Finsch Itumeleng Petra Diamonds Employee
Trust (12%)
The non-current loans receivable and finance income due from the Group’s B-BBEE
Partners are disclosed in the table below:
US$ million 31 December 2025 30 June 2025
Non-current receivable
Kago Diamonds 10 14
Itumeleng Petra Diamonds Employee Trust 10 13
20 27
US$ million 1 July 2025 – 1 July 2024 – 1 July 2024 30 June
2025
31 December 2025 31 December 2024
Finance income
Kago Diamonds 3 2 3
Itumeleng Petra 2 2 3
Diamonds Employee
Trust
5 4 6
Interest on the loans receivables is charged at South African JIBAR plus 5.25%
(31 December 2024: South African JIBAR plus 5.25%; 30 June 2025: South African
JIBAR plus 5.25%). No dividends were paid during the periods.
Kago Diamonds is one of the B-BBEE Partners which obtained bank financing from
the B-BBEE Lenders to acquire its interests in Cullinan Mine and Finsch. Kago
Diamonds is one of the B-BBEE Partners which obtained bank financing from the B
-BBEE Lenders to acquire its interests in Cullinan Mine and Finsch. Itumeleng
Petra Diamonds Employee Trust holds investments in Petra Group’s mining
operations for the benefit of the beneficiaries.
An expected credit loss charge of US$11 million (2025: US$23 million) relating
to the loans receivable from the Group’s B-BBEE Partners has been recognised in
the profit and loss for the period.
Backstop fees
The Rights Issue was fully committed and underwritten by the Backstop
Shareholders under the terms of the backstop agreement entered into with the
Company dated 8 August 2025, as amended and supplemented on 29 August 2025 and
17 October 2025 (the «Backstop Agreement»). Pursuant to the Backstop Agreement,
the Backstop Shareholders have agreed to underwrite the Rights Issue at a price
of 16.5 pence per Rights Issue Share (the «Backstop»).
Each Backstop Shareholder, pursuant to the terms of the Backstop Agreement, has
irrevocably undertaken to take up their respective pro rata rights under the
Rights Issue in full amounting to 78,989,207 Rights Issue Shares. In addition,
Kyma Capital, JOSIVAR Sarl, Mecamur S.L., Vivek Gadodia and Jozephus Kemp,
pursuant to the terms of the Backstop Agreement, have irrevocably undertaken to
take up the rights under the Rights Issue of any other Shareholder (other than
the Backstop Shareholders) who do not take up their rights, such that the Rights
Issue is fully committed and underwritten.
For their services underwriting the Rights Issue, the Company paid a backstop
fee to each Backstop Shareholder (the «Backstop Fee»). The Backstop Fee was
equal to 10% of the value of the Ordinary Shares that such Backstop Shareholder
has irrevocably undertaken to subscribe for, being (i) in relation to each
Backstop Shareholder, their respective pro rata rights under Rights Issue and
(ii) in relation to Kyma Capital, JOSIVAR Sarl, Mecamur S.L., Vivek Gadodia and
Jozephus Kemp only, the remaining rights under the Rights Issue of any other
Shareholder (other than the Backstop Shareholders) who did not take up their
rights. The Backstop Fee was be paid in new Ordinary Shares, with the Company
issuing 11,423,634 Backstop Fee Shares to the Backstop Shareholders on or around
27 November 2025.
Backstop fees paid to directors and management were 2,441,995 shares paid to
Jose Manuel Vargas and JOSIVAR Sarl, and 57,118 shares paid to each of Vivek
Gadodia and Jozephus Kemp.
Key management personnel
Key management is considered to be the Directors and the Executive Committee
(Exco).
The Exco comprises the Joint Chief Executive Officers, the Chief Financial
Officer, the General Manager Finsch Mine, General Manager Cullinan Mine and the
Group General Counsel and Company Secretary. Remuneration for the Period for key
management is disclosed in the table below:
US$ million 1 July 2025 – 1 July 2024 – 1 July 2024 – 30 June 2025
31 December 31 December
2025 2024
Salary and 1 1 3
benefits
Annual bonus – – –
– paid in
cash
Share-based – 1 –
payment
charge
1 2 3
LOSS PER SHARE
Continuing Total Continuing Discontinued Total
Continuing Discontinued Total
operations operations operation
operations operation
1 July 2025 1 July 2024
1 July 2024
1 July 2025 – 1 July 2024 1 July 2024 –
1 July 2024 1 July 2024 –
– 31 December – – 31 December
– – 30 June
31 December 2025 31 December 31 December 2024
30 June 30 June 2025 2025
2025 2024 2024
2025
Numerator US$ million US$ million US$ million US$ million US$ million
US$ million US$ million US$ million
Loss profit (151) (151) (59) 4 (55)
(124) 38 (86)
for the
Period
Denominator Shares Shares Shares Shares Shares
Shares Shares Shares
Weighted
average
number of
ordinary
shares used
in basic
EPS
Brought 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
194,201,785 194,201,785 194,201,785
forward
Rights 17,551,225 17,551,225
issue
94,466,889
Rights 3,673,014 3,673,014
issue back
stop
19,769,455
Rights 2,122,424 2,122,424
issue back
stop
fee
11,423,634
Effect of 23,346,663 23,346,663 – – –
– – –
shares
issued
during the
Year
Carried 217,548,448 217,548,448 194,201,785 194,201,785 194,201,785
194,201,785 194,201,785 194,201,785
forward
Shares Shares Shares Shares Shares
Shares Shares Shares
Dilutive – – – – –
– – –
effect of
potential
ordinary
shares
Weighted 217,548,448 217,548,448 194,201,785 194,201,785 194,201,785
194,201,785 194,201,785 194,201,785
average
number of
ordinary
shares
in issue
used in
diluted EPS
US cents US cents US cents US cents US cents
US cents US cents US cents
Basic (69) (69) (30) 2 (28)
(64) 19 (45)
(loss)/profi
t
per share –
US cents
Diluted (69) (69) (30) 2 (28)
(64) 19 (45)
(loss)/profi
t
per share –
US cents
The number of potentially dilutive ordinary shares, in respect of employee share
options, Executive Director and Senior Management share award schemes is nil (30
June 2025: nil and 31 December 2024: nil).
NOTES TO THE CASHFLOW STATEMENT
US$ million 1 July July 1 July 2024 –
2025 – 2024 –
30 June
31 31 2025
December December
2025 2024
Loss before taxation for the year from (194) (88) (153)
continuing and discontinued operations
Depreciation of property, plant and 29 33 76
equipment
Net impairment charge 168 53 130
Gain on extinguishment of Notes – (5) (5)
Non-cash items relating to – 1 (33)
discontinued operations
Movement in provisions 8 (3) (6)
Finance income (21) (9) (28)
Finance expense 23 33 42
Net loss on modification (note 7) 8 – –
Share-based payment expense – – 1
Other non-cash items – 1 –
Operating profit before working 21 16 24
capital changes
Decrease in trade and other 15 43 15
receivables
Increase/(decrease) in trade and other 20 (6) 1
payables
(Increase)/decrease in inventories (17) 2 12
Cash generated from operations 39 55 52
19. SHARE-BASED PAYMENTS – WARRANTS ISSUED TO BOARD MEMBERS AND EMPLOYEES
Nature of the arrangement
On 28 November 2025, the Company granted warrants to the Chairman of the Board
and certain employees that entitle the holders to purchase ordinary shares of
Petra Diamonds Limited under the Warrant Incentivisation Plan («Warrant
Incentivisation Plan» or «WIP»). On 28 November 2025 13,000,000 warrants were
issued to selected Petra board members out of a total of 16,000,000 warrants
authorised under the WIP.
The warrants under the WIP have an exercise price of £0.35 per share, vest over
a two-year period (the period over which the warrants are expensed) and are
exercisable over a four-year period whilst the warrants under the Work Fee have
an exercise price of £0.20, vest immediately and have an indefinite exercise
period.
Classification under IFRS2
Because the awards are settled in the Company’s own equity instruments (or give
the right to acquire them), the warrants fall within the scope of IFRS2.
Because the WIP awards are settled in the Company’s own equity instruments (or
give the right to acquire them), the WIP warrants fall within the scope of
IFRS2. The grant-date fair value of the equity instruments granted is recognised
as an expense for services over the vesting period with a corresponding increase
in equity (for equity-settled awards).
Measurement
For equity-settled awards under the WIP, the expense is measured at the
grant-date fair value of the warrants (US$618,410) and recognised as an expense
over the vesting period. Market conditions are incorporated in grant-date fair
value.
Assumptions and inputs
Fair value was estimated using the binomial model with the following key inputs
at grant date (28 November 2025):
· The Company’s listed stock price on 28 November 2025, being £0.1785 per
share.
· Warrant exercise price being:
· WIP warrants – £0.35 per warrant
· Annualised volatility of 60.40% calculated over a four-year period; and
· Risk-free rate of 3.89%, using the United Kingdom («UK») 5-year government
bond yield used as a proxy for the risk-free rate.
Warrants under WIP
The warrants under the WIP have an exercise price of £0.35 per share, vest over
a two-year period and are exercisable over a four-year period whilst the
warrants under the Work Fee have an exercise price of £0.20, vest immediately
and have an indefinite exercise period.
These awards are accounted for as share-based payments because the Company
receives directors’ services in exchange for equity-linked instruments.
Work-fee warrants
Petra issued a further 48 000 000 warrants as a Work Fee to consenting
noteholders as part of the refinancing of its bond and revolving credit
facilities that was undertaken and completed in November 2025.
Refer to notes 9 Loans and borrowings, 12 Derivative financial assets and 13
Equity and reserves.
20. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
This note provides an update on the judgements and estimates made by the group
in determining the fair values of the financial instruments since the last
annual financial report.
Fair value
Carrying value versus Fair value
The following table compares the carrying amounts and the fair values of the
Group’s financial assets and financial liabilities.
The Group considers that the carrying amounts of the following financial assets
and financial liabilities are to be reasonable approximation of their fair
value:
· Trade and other receivables
· Other financial asset
· Trade and other payables
· Cash and cash equivalents
US$ million 31 December 2025 30 June 2025
Carrying amount Fair value Carrying amount Fair value
Financial 17 17 5 5
assets
Derivative
financial
asset
Financial
liabilities
Loans and 338 338 325 325
borrowings
Fair value hierarchy
The level in the fair value hierarchy within which the financial asset or
financial liability is categorised is determined on the basis of the lowest
level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their entirety into
one of the three levels.
The fair value hierarchy has the following levels:
· 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 these assets or liabilities that are not based on
observable market data (unobservable inputs).
US$ million 1 July 2025 – Level 1 Level 2 Level 3
31 December 2025
Financial assets 17 17
Derivative financial asset
Financial liabilities
Loans and borrowings 338 338
US$ million 1 July 2024 – Level 1 Level 2 Level 3
30 June 2025
Financial assets 5 5
Derivative financial asset
Financial liabilities
Loans and borrowings 325 325
Interest bearing borrowings
The details of the categories of financial instruments of the Group are as
follows:
US$ million 31 December 30 June
2025 2025
Financial assets
Held at amortised cost
– Non-current trade and 1 44
other receivables (excluding VAT)
– Trade receivables – 14
– Other receivables 3 1
(excluding tax, prepayments and VAT)
– Cash and cash equivalents 36 34
– unrestricted
– Cash and cash equivalents 3 3
– restricted
Held at Fair value through profit
and loss
– Environmental 14 1
rehabilitation investment
57 97
Financial liabilities
Held at amortised cost
– Non-current lease 2 2
liabilities
– Non- current loans and 333 –
borrowings
– Current loans and 5 325
borrowings
– Trade and other payables 56 39
(excluding tax, VAT and derivatives)
396 366
21. SUBSEQUENT EVENTS
There were no events after the reporting date requiring adjustment or disclosure
in terms of IAS10.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
· the Condensed Financial Statements have been prepared in accordance with
European Union-adopted IAS 34 Interim Financial Reporting, and give a true and
fair view of the assets, liabilities, financial position and profit of the
Group; and
· the Interim Management Report includes a fair review of the information
required by the FCA’s Disclosure and Transparency Rules (DTR 4.2.7 R and 4.2.8
R).
By order of the Board
Deborah Gudgeon
Non-Executive Director
26 February 2026
INDEPENDENT REVIEW REPORT TO PETRA DIAMONDS LIMITED
Conclusion
Based on our review, nothing has come to our attention that causes us to believe
that the condensed set of financial statements in the half-yearly financial
report for the six months ended 31 December 2025 is not prepared, in all
material respects, in accordance with International Accounting Standard 34, as
adopted by the European Union, and the Disclosure Guidance and Transparency
Rules of the United Kingdom’s Financial Conduct Authority.
We have been engaged by Petra Diamonds Limited («the company») and its
subsidiaries (together «the Group») to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
December 2025 which comprises the Condensed Consolidated Interim Income
Statement, the Condensed Consolidated Interim Statement of Comprehensive Income,
the Condensed Consolidated Interim Statement of Financial Position, the
Condensed Consolidated Interim Statement of Cash Flows, the Condensed
Consolidated Interim Statement of Changes in Equity and Notes to the Condensed
Consolidated Interim Financial Statements that have been reviewed.
Basis for conclusion
We conducted our review in accordance with the International Standard on Review
Engagements (UK) 2410, «Review of Interim Financial Information Performed by the
Independent Auditor of the Entity» («ISRE (UK) 2410»). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
As disclosed in note 2, the interim financial statements of the Group are
prepared in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. The condensed set of financial statements
included in this half-yearly financial report has been prepared in accordance
with International Accounting Standard 34, «Interim Financial Reporting», as
adopted by the European Union.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in
an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern that
are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the Group to cease
to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report in
accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom’s Financial
Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible for
assessing the company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the half
-yearly financial report. Our conclusion, including our Conclusions Relating to
Going Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so by
our prior written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we hereby expressly
disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
26 February 2026
BDO LLP is a limited liability partnership registered in England and Wales (with
registered number OC305127).
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Comparto con muchos la visión de que la universidad, salgo contadas excepciones va muy por detrás del mundo real, con una actitud muy reactiva.
Hace años que salà de ella, aunque continúo ligado, intentando terminar otros estudios que hace tiempo comence (soy un ferviente entusiasta de estar continuamente formándome… aunque solamente sea como intención, y el estar matriculado en alguna asignatura de una 2ª carrera me ayuda en ocasiones a autoexigirme un plus adicional).
Lo penoso es que solamente mantengo relación, muy de vez en cuando, con 2 profesores. Los únicos de los que guardo un buen recuerdo. Y casualidad esta que no son profesionales de la docencia, sino profesionales de la industria privada que están en la docencia por convicción e ilusión personal. Cuánto tiene que aprender la universidad de muchas escuelas de negocios…