Petra Diamonds Limited - Interim results for the six months ended 31 December 2025
27 February 2026 LSE: PDL
Interim results for the six months ended
“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
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
Operations at
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$m unless stated otherwise |H1 FY 2026|H1 FY 2025|FY 2025 | |____________________________________________|__________|__________|_________| |Rough diamonds sold (carats) |963,523 |1,113,383 |2,359,905| |____________________________________________|__________|__________|_________| |Revenue, including revenue from profit share|100 |115 |207 | |arrangements | | | | |____________________________________________|__________|__________|_________| |Average realised price per carat (US$/carat)|104 |103 |87 | |____________________________________________|__________|__________|_________| |Adjusted mining and processing costs |72 |98 |175 | |____________________________________________|__________|__________|_________| |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 (USc) |(10) |(13) |(29) | |____________________________________________|__________|__________|_________| |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 debt:Adjusted EBITDA1,2 |10.9x |4.5x |9.7x | |____________________________________________|__________|__________|_________|
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 price of US$104 /ct in line with H1 FY 2025,
reflecting the positive impact of product mix over the Period offsetting
the overall weaker diamond pricing environment
-- The USD weakened further during the Period, averaging ZAR17 .38:US$1 (H1
FY 2025: ZAR17 .93:US$1 )
-- Adjusted mining and processing costs are 27% lower at US$72 million (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 EBITDA of US$26 million is US$11 million higher than the US$15
million in H1 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 expenditure up 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
Joint CEOs
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FURTHER INFORMATION
ABOUT
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
OPERATING & SALES REVIEW
Operating Summary
Safety, sales H1 FY 2026 H1 FY 2025 and Unit 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 sold Carats 494,237 469,286 963,523 1,113,364 19 1,113,383 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 and Tonnes 193,850 154,756 348,606 110,625 98,002 208,627 other tonnes Total tonnes Tonnes 1,758,529 1,742,565 3,501,094 1,751,261 1,664,839 3,416,100 treated ROM diamonds Carats 579,087 565,750 1,144,837 567,301 518,364 1,085,665 Tailings and other Carats 54,999 43,586 98,585 65,143 48,857 114,000 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
Capital development at
Mine-by-mine tables:
H1 FY 2026 H1 FY 2025
Unit
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 33 36 69 69 9 78
Diamonds sold Carats 271,983 278,968 550,951 640,050 19 640,069
Average price US$ 120 130 125 108 450,928 121
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 –
H1 FY 2026 H1 FY 2025
Unit
Q2 Q1 Total Q2 Q1 Total
Sales
Revenue US$m 16 15 31 36.9 - 36.9
Diamonds sold Carats 222,254 190,318 412,572 473,314 - 473,314
Average price per US$ 72 81 76 78 - 78
carat
ROM Production
Tonnes treated Tonnes 557,681 628,552 1,186,233 532,849 477,267 1,010,116
Diamonds produced Carats 257,523 278,853 536,376 236,222 204,238 440,460
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
We have continued to see steady improvement in product mix at
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
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 sold (carats)|494,237|469,286|5% |1,113,364|-56%|2,359,904| |______________________|_______|_______|____|_________|____|_________| |Sales (US$m) |49 |51 |-6% |106 |-54%|206 | |______________________|_______|_______|____|_________|____|_________| |Average price (US$/Ct)|98 |110 |-11%|95 |3% |87 | |______________________|_______|_______|____|_________|____|_________|
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.
1 Like-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
__________________________________________________________________________ | | |As at 31|As at 30 |As at 30 June|As at 31 December| | |Unit |December|September| | | | | | | |2025 |2024 | | | |2025 |2025 | | | |________________|______|________|_________|_____________|_________________| |Total cash at |US$m |55 |46 |52 |52 | |bank2 | | | | | | |________________|______|________|_________|_____________|_________________| |Diamond debtors |US$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$m |284 |287 |261 |215 | |Debt6 | | | | | | |________________|______|________|_________|_____________|_________________| |Bank facilities | | | | | | |undrawn and |US$m |11 |— |— |50 | |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
1. 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$11 million
available for drawdown.
2. Consolidated Net Debt is bank loans and borrowings plus loan notes, less
cash and diamond debtors.
Adjusted profit contribution per mine
______________________________________________________________________ |US$ millions |H1 FY 20261 |H1 FY 20251 | |______________________________________|_______________|_______________| | |CDM |FDM |Total|CDM |FDM |Total| |______________________________________|____|____|_____|____|____|_____| |Revenue |69 |31 |100 |78 |37 |115 | |______________________________________|____|____|_____|____|____|_____| |Adjusted mining and processing costs2 |(38)|(34)|(72) |(53)|(45)|(98) | |______________________________________|____|____|_____|____|____|_____| |Other direct income |1 |— |1 |— |1 |1 | |______________________________________|____|____|_____|____|____|_____| |Adjusted profit from mining activities|32 |(3) |29 |25 |(7) |18 | |______________________________________|____|____|_____|____|____|_____| |Adjusted profit margin |46% |— |29% |32% |— |16% | |______________________________________|____|____|_____|____|____|_____| |Adjusted Group G&A |Not |(3) |Not |(3) | |______________________________________|allocated|_____|allocated|_____| |Adjusted EBITDA1 |per mine |26 |per mine |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
Adjusted profit from mining activities increased to
Capital expenditure breakdown
____________________________________________________________________________ |US$ millions |H1 FY 2026 |H1 FY 2025 | |________________|_____________________________|_____________________________| | |Cullinan| | | |Cullinan| | | | | | |Finsch|Central|Total| |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
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)
6 months to 31 December 6 months to 31 December Year ended 30 June
US$ million 2025 2024 2025
(“H1 FY 2026”) (“H1 FY 2025”) (“FY 2025”)
Revenue 100 115 207
Adjusted mining and processing (72) (98) (175)
costs1
Other net direct mining income 1 1 1
Adjusted profit from mining 29 18 33
activity2
Other corporate income — 1 1
Adjusted corporate overhead3 (3) (4) (7)
Adjusted EBITDA4 26 15 27
Depreciation and amortisation (29) (32) (75)
Share-based payment expense — (1) (1)
Net finance expense (14) (12) (28)
Adjusted loss before tax (17) (30) (77)
Tax credit (excluding taxation 4 6 9
credit on impairment charge)5
Adjusted net loss after tax6 (13) (24) (68)
Accelerated depreciation — (1) (1)
Change in rehabilitation (6) — —
provision
Diamond royalty refund — — 12
settlement (including interest)
Impairment charge – operations — — (1)
and other receivables7
Impairment charge – operations (157) (48) (107)
and non-financial receivables 7
Impairment charge – BEE (11) (5) (23)
receivables7
Labour restructure costs — (2) (6)
Gain on extinguishment of Notes — 5 5
Net loss on modification of
loan notes and related (7) — —
transactions
Settlement of human rights (6) 1 (2)
claims
Net unrealised foreign exchange 10 (12) 9
gain / (loss)
Taxation charge on unrealised — — (1)
foreign exchange gain
Taxation credit on impairment — 13 29
charge
Loss from continuing operations (190) (73) (154)
Profit on discontinued — 4 38
operations, net of tax
Net loss after tax (190) (69) (116)
Loss per share attributable to
equity holders of the Company –
US cents
Basic loss per share – from (70) (30) (64)
continuing operations
Adjusted loss per share8 (10) (13) (29)
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.
6 months to 31 6 months to 31 Year ended 30 June 2025
US$ million December 2025 December 2024
(“FY 2025”)
(“H1 FY 2026”) (“H1 FY 2025”)8
Mining and processing 107 131 255
costs
Depreciation and (29) (32) (75)
Amortisation
Changes in estimates (6) — —
of rehabilitation
Restructuring and — (1) (5)
other cost
Adjusted mining and 72 98 175
processing costs
1. Adjusted profit from mining activities is revenue less adjusted mining and
processing costs plus other direct mining income.
2. Adjusted corporate overhead is corporate overhead expenditure less
corporate depreciation costs, share-based expense, and non-recurring costs
related to the IGM claims.
3. 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.
4. 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.
5. 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.
6. 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 .
7. 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) , which remain unchanged, except for the principal risks stated below.
Group Principal Risks
_________________________________________________________________________ |External |Strategic |Operational | |_____________________|__________________________|________________________| | | |Mining and production | | | |(including ROM grade and| | | |product mix volatility) | | | | | | |Group liquidity |Labour relations | |Rough diamond prices | | | | |License to operate (social|Safety | |Currency fluctuations|impact) | | | | |Environment | |Country and Political|Refinancing | | | | |Climate change | | | | | | | |Capital projects | | | | | | | |Supply chain | |_____________________|__________________________|________________________|
Changes to Group Principal Risks
______________________________________________________________________________ |Risk |Change in H1 FY 2026 | |____________________________________|_________________________________________| | |Higher | | | | |Currency fluctuations |The South African Rand strengthened | | |during the Period, averaging ZAR | |Tolerance: Requires mitigation |17.38:US$1 (FY 2025:ZAR18 .15:US$1 ). | | |Notwithstanding this, the company | |Risk Rating: Moderate |partially hedges against foreign exchange| | |fluctuations. Note that a strengthening | |Nature of Risk: Short to medium Term|of the Rand byZAR1 has an annual impact | | |ofUS$12 - 15 million on operational free| | |cash flow on an unmitigated basis. | |____________________________________|_________________________________________| | |Lower | | | | | |· Continued emphasis on cost discipline | | |and capital optimisation, while managing | | |short-term liquidity requirements | | | | | |· Following the successful debt | | |restructuring that extended maturities on| | |the company’s senior secured bank debt | |Group Liquidity |and 2nd lien notes to 2030 (Refinancing) | | |effective on 28 November 2026, the Board | |Tolerance: Requires Mitigation |has approved to settle the payment of | | |amounts due to bondholders under the | |Risk Rating: Significant |December 2025 coupon (in part) and the | | |June 2026 coupon (in full) via the | |Nature of Risk: Short - Long Term |issuance of new shares in the Company, | | |thereby saving cash outflows | | | | | |· Conclusion of the Rights Issue in | | |Q2:FY26 raising in aggregate | | |approximatelyUS$25 million in gross | | |proceeds | | | | | |· Discovery of a Type IIb blue diamond of| | |exceptional quality in December 2025 | |____________________________________|_________________________________________| |Refinancing |Following the successful completion of | | |the Refinancing on 28 November 2025, this| |Risk Rating: Moderate |principal risk has now been removed from | | |the group principal risk register. | |Nature of Risk: Short-Term | | |____________________________________|_________________________________________|
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
FOR THE 6 MONTH PERIOD ENDED
(Unaudited) (Unaudited) (Audited)
US$ million Notes 1 July 2025- 1 July 2024- Year ended
31 December 2025 31 December 2024 30 June 2025
Revenue 5 100 115 207
Total net operating costs (284) (188) (389)
Mining and processing (107) (131) (255)
costs
Other direct mining 1 1 7
income
Corporate expenditure,
including settlement 6 (10) (6) (11)
costs
Other corporate income — 1 —
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 modification 7 (8) — —
of loan notes
Gain on extinguishment of
Notes net of unamortised 7 — 5 5
costs
Loss before tax (194) (92) (191)
Income tax credit 4 19 37
Loss for the period from (190) (73) (154)
continuing operations
Profit on discontinued
operations, including — 4 38
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 interest (37) (14) (30)
(190) (69) (116)
Loss per share attributable to the equity holders of the parent during the
Period:
Basic (loss)/profit per
share from continuing and (70) (28) (45)
discontinued operations:
- continuing operations – 17 (70) (30) (64)
US cents1
- discontinued operations 17 — 2 19
– US cents1
Diluted (loss)/profit per
share from continuing and (70) (28) (45)
discontinued operations:
- continuing operations – 17 (70) (30) (64)
US cents2
- discontinued operations 17 — 2 19
– US cents2
(1) Calculated on the basic weighted average number of ordinary shares
(2) Calculated on the diluted weighted average number of ordinary shares
CONDENSED CONSOLIDATED INTERIM STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED
(Unaudited) (Audited)
(Unaudited)
1 July 2025- Year ended 30
US$ million 1 July 2024- June
31 December
31 December 2024 2025
2025
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
translation of foreign 2 (8) (2)
operations1
Exchange differences on
translation of foreign (31) (31)
operations recycled to profit —
and loss
Translation difference on — — (1)
non-controlling interest
Total comprehensive loss for (188) (108) (150)
the Period, net of tax
Total
comprehensive
profit/(loss)
attributable
to:
Equity holders
of the parent (151) (92) (119)
company
Non-controlling (37) (16) (31)
interest
(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 .
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT
(Audited)
(Unaudited)
US$ million Notes 30 June
31 December 2025
2025
ASSETS
Non-current assets
Property, plant and equipment 8 265 393
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 receivables 13 22
Inventories 11 55 35
Derivative financial asset 12 14 5
Other financial asset 14 14
Cash and cash equivalents (including 39 37
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 translation reserve (523) (525)
Share-based payment reserve 13 5 5
Warrants reserve 13 5 —
Accumulated losses (278) (125)
Attributable to equity holders of the parent (9) 110
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 liabilities 411 67
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 liabilities 429 539
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASHFLOWS
FOR THE 6 MONTH PERIOD ENDED
(Audited)
(Unaudited) (Unaudited)
Year ended
US$ million Notes 1 July 2025- 1 July 2024-
30 June
31 December 2025 31 December 2024
2025
Cash generated from 18 39 55 52
operations
Net realised gains on 6 5 6
foreign 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, (45) (39) (76)
plant 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 (6) — —
transaction costs
Repayment of loan notes 9 — (19) (19)
Repayment of Revolving (17) (36) (36)
Credit Facility
Draw-down on Revolving 9 6 56 107
Credit Facility
Net proceeds from Rights 23 — —
Issue
Net cash generated from/
(utilised in) financing 6 (2) 47
activities
Net increase in cash and 1 19 13
cash equivalents
Cash and cash equivalents 37 21 21
at beginning of the Period
Effect of exchange rate 1 1 3
fluctuations on cash held
Cash and cash equivalents 39 41 37
at end of the Period
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDED
Foreign
Share Share-based Attributable
(Unaudited) Share currency Warrants Accumulated Non-controlling Total
premium payment losses to the
US$ million capital translation reserve interest equity
account reserve parent
reserve
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
comprehensive — — 2 — — — 2 — 2
Profit/(loss)
Foreign
currency — — — — — — — — —
translation
PICE Coupons — 4 — — — — 4 — 4
Transaction
costs related — (2) — — — — (2) — (2)
to issue of
share capital
Rights issue
and Warrants — 25 — — 5 — 30 — 30
issued
At 31 146 636 (523) 5 5 (278) (9) (54) (63)
December 2025
Foreign
Share Share-based Attributable
(Unaudited) Share currency Warrant Accumulated Non-controlling Total
premium payment losses to the
US$ million capital translation reserve interest equity
account reserve parent
reserve
Year ended 30
June 2025:
At 1 July 2024 146 609 (491) 3 — (39) 228 (27) 201
Loss for the — — — — — (86) (86) (30) (116)
Period
Other
comprehensive — — (3) 1 — — (2) (1) (3)
income
Recycling of
foreign
currency
translation — — (31) — — — (31) — (31)
reserve on
disposal of
Koffiefontein
Non-controlling
interest — — — — — — — 41 41
disposed
Equity settled
share based — — — 1 — — 1 — 1
payments
At 30 June 2025 146 609 (525) 5 — (125) 110 (17) 93
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED
1. GENERAL INFORMATION
1. 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
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
Going concern for the period to
In the annual report for the year ended
On
The Refinancing comprised:
•
an extension to the maturity date of the Senior Secured Bank Debt from
•
an extension to the maturity date of the Notes from
•
a rights issue of approximately £18.8 million (equivalent to approximately
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
Average diamond prices for
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
•
A 10% decrease in forecast rough diamond prices from
•
A 5% strengthening in the forecast South African Rand (ZAR) exchange rate against the US Dollar from
•
A 5% increase in operating costs from
•
Combined sensitivity: prices down 5% and ZAR stronger by 5%
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 of
the potential liquidation of diamond inventory on hand, which fluctuates with tender timing and offers a meaningful source of near-term liquidity;
deferral of
sustaining capital expenditure for a defined period, as well as
postponing
expansionary capital expenditure at both the
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
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,
Based on the assessment, an expected credit loss charge amounting to
3. DIVIDENDS
No dividends have been declared in respect of the current Period under review (
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
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
SEGMENTAL INFORMATION (continued)
Operating South Africa – United South Africa
segments Mining activities Kingdom
Cullinan Corporate
US$ million Mine Finsch and Beneficiation4 Inter-segment Consolidated
treasury
1 July 1 July 1 July 1 July 2025
2025 - 2025 - 2025 - 1 July 2025 - 1 July 2025 - -
(6 month period
ended 31 31 31 31 31 December 31 December 31 December
December 2025) December December December
2025 2025 2025
2025 2025 2025
Revenue1 69 31 — — — 100
Segment result2 10 (17) (10) — — (17)
Impairment
charge – (106) (51) — — — (157)
operations
Impairment
charge – other — — (11) — — (11)
receivables
Other direct 1 — — — — 1
income
Operating loss3 (95) (68) (21) — — (184)
Financial 21
income
Financial (23)
expense
Loss on
modification of (8)
loan notes
Income tax 4
credit
Non-controlling 37
interest
Loss
attributable to
equity holders (153)
of the parent
company
Segment assets5 224 110 3,858 — (3,763) 429
Segment 391 181 2,321 6 (2,408) 491
liabilities5
Capital 19 15 — — — 34
expenditure
(1)
The Group’s revenue of
(2)
Total depreciation of
(3)
Operating loss is equivalent to revenue of
(4)
The beneficiation segment represents Tarorite, a cutting and polishing business in
(5) Segment assets and liabilities include inter-company receivables and payables which are eliminated on consolidation
4. SEGMENTAL INFORMATION (continued)
Operating South Africa – Tanzania United
segments Mining activities -Mining Kingdom South Africa
activities
Cullinan Corporate
US$ million Mine Finsch Williamson5 and Beneficiation4 Inter-segment Consolidated
treasury
1 July 1 July 1 July 2024 1 July 1 July 2024
2024 - 2024 - - 2024 - 1 July 2024 - 1 July 2024 - -
(6 month period
ended 31 31 31 31 December 31 31 December 31 December 31 December
December 2024) December December December
2024 2024 2024 2024
2024 2024 2024
Revenue1 78 37 — — — — 115
Segment result2 8 (21) — (7) — — (20)
Impairment
charge – — (48) — — — — (48)
operations
Impairment
charge – other — — — (5) — — (5)
receivables
Operating
profit / 8 (69) — (12) — — (73)
(loss)3
Financial 9
income
Financial (33)
expense
Gain on
extinguishment
of Notes net of 5
unamortised
costs
Income tax 19
credit
Profit on
discontinued
operations
including 4
associated
impairment
charges (net of
tax)5
Non-controlling 14
interest
Loss
attributable to
equity holders (55)
of the parent
company
Segment assets6 354 122 79 3,087 4 (2,988) 658
Segment 319 127 116 1,983 5 (2,044) 506
liabilities6
Capital 17 13 6 1 — — 37
expenditure
(1)
The Group’s revenue of
(2)
Total depreciation of
(3)
Operating loss is equivalent to revenue of
(4)
The beneficiation segment represents Tarorite, a cutting and polishing business in
(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 Africa – United
segments Mining Kingdom South Africa
activities
Cullinan Corporate
US$ million Mine Finsch and Beneficiation4 Inter-segment Consolidated
treasury
(12 month
period ended 30 2025 2025 2025 2025 2025 2025
June 2025)
Revenue1 137 70 — — — 207
Segment result2 (12) (36) (10) — — (58)
Impairment
charge – (70) (37) — — — (107)
operations
Impairment –
other — — (23) — — (23)
receivables
Other direct — 6 — — — 6
income
Operating loss3 (82) (67) (33) — — (182)
Financial 28
income
Financial (42)
expense
Gain on
extinguishment
of Notes net of 5
unamortised
costs
Income tax 37
credit
Profit on
discontinued
operation
including 38
associated
impairment
charges (net of
tax)
Non-controlling 30
interest
Loss
attributable to
equity holders (86)
of the parent
company
Segment assets5 314 151 3,366 — (3,292) 539
Segment 359 151 2,192 8 (2,264) 446
liabilities5
Capital 36 27 1 — — 64
expenditure
(1)
The Group’s revenue of
(2)
Total depreciation of
(3)
Operating loss is equivalent to revenue of
(4)
The beneficiation segment represents Tarorite, a cutting and polishing business in
(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.
1. CORPORATE EXPENDITURE, INCLUDING SETTLEMENT COSTS
1 July 2025 - 1 July 2024 - 1 July 2024 -
US$ million
31 December 2025 31 December 2024 30 June
2025
Depreciation of property, plant — 1 1
and equipment
Listing and other regulatory 1 1 1
expenses
Audit fees 2 1 1
Legal fees 1 — 2
Settlement of human rights 5 (1) 2
claims
Staff cost: 1 4 4
Share-based payment expense – — 1 1
Directors
Salaries and other staff costs 1 3 3
10 6 11
1. NET FINANCE EXPENSE
1 July 2025 - 1 July 2024 - 1 July 2024 -
US$ million
31 December 2025 31 December 2024 30 June
2025
Interest received on loans and 3 3 6
other receivables
Interest received on bank 1 1 2
deposits
Interest received from revenue — — 6
authorities
Profit on exercise of derivative 1 — —
asset
Net realised gains on forward 6 5 6
exchange contracts
Net unrealised foreign exchange 10 — 8
profits
Finance income 21 9 28
Gross interest on senior secured (20) (18) (34)
second lien notes and bank loans
Other debt finance costs,
including loan interest, — (1) (2)
facility fees and charges
Unwinding of rehabilitation (3) (1) (5)
obligations
Note redemption premium and
acceleration of unamortised bank — (1) (1)
facility and Notes costs
Net unrealised foreign exchange — (12) —
losses
Finance expense (23) (33) (42)
Net finance expense (2) (24) (14)
Net loss on modification of loan (8) — —
notes
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
1 July 2025 - 1 July 2024 - 1 July 2024 -
US$ million
31 December 2025 31 December 2024 30 June
2025
Accelerated transaction costs (1) — —
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 loan (8) — —
notes
1. PROPERTY, PLANT AND EQUIPMENT
The net movement in property, plant and equipment for the Period is a decrease of
1 July 2025 - 1 July 2024 30 June
US$ million 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
At
For the six months ended
Changes in key assumptions
Long-term inflation rates of 4.0%-10.0% (2024: 4.0%–10.0%) above
the long-term US$ inflation rate were used for operating and
capital expenditure escalators at 30 June 2025 .
Cost inflation
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 rates are estimated based on an assessment of current
market fundamentals and long-term expectations. The US$/ZAR
exchange rate range used for all South African operations
commenced at ZAR19.00 for FY 2026, thereafter devaluing at 3.5%
per annum.
The Rand has strengthened significantly against the USD through
H1 FY 2026 both due to dollar weakness and tailwinds such as
Exchange rates commodity pricing and ratings upgrades that have helped
strengthen the Rand. The Rand Dollar exchange rate assumptions
were therefore updated for H2 FY 2026 and FY 2027 using updated
panel forecasts. From FY 2028 the Rand is assumed to depreciate
at 2% per annum against the dollar – the differential between new
South African CPI assumption and the US CPI assumption.
Given the volatility in the US$/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 of 100 basis points 111 54 Reduction in diamond pricing forecasts by 5% over mine life 154 75 Reduction in carats production by 10% 201 55 Increase in operating expenditure by 5% 136 66 5% stronger ZAR exchange rate through mine life 155 75
1. LOANS AND BORROWINGS
On
-- 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:
31 December 30 June
US$ million
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
31 December 31 December 30 June
Senior Lender Debt Facilities
2025 2024 2025
Facility amount Facility amount Facility amount
ZAR Debt Facilities:
ZAR Lenders RCF ZAR1.75 billion ZAR1.75 billion ZAR1.75 billion
FX Hedging facilities ZAR300 million ZAR300 million ZAR300 million
(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
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
-- 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
(b)
As part of the refinancing, the maturity of the Group’s 2026 Loan Notes was extended to
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
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 .
1. COMMITMENTS
As at
1. INVENTORIES
31 December 30 June
US$ million
2025 2025
Diamonds held for sale 46 26
Consumables and stores (net of provisions) 9 9
55 35
1. DERIVATIVE FINANCIAL ASSETS
31 December 30 June
US$ million
2025 2025
Foreign exchange contracts (non-hedges) — 5
Derivative asset – interest settlement on 2030 Loan 17 —
notes
17 5
31 December 30 June
US$ million
2025 2025
Current 14 5
Non-current 3 —
17 5
Derivative Financial Asset - PICE mechanism related to
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
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
1. EQUITY AND RESERVES
Share capital
2025 Value June 2025 Value
Number of shares US$m Number of shares US$m
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
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
1. PROVISIONS
31 December 30 June
US$ million
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
31 December 30 June
US$ million
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
At
The estimate is based on a closed population. All eligible cases are recorded in the system and no further claimant returns are accepted after
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
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
As a result of these changes, the total environmental rehabilitation provision increased from
Judgement was applied in selecting appropriate discount rates and in assessing the sensitivity of the provision to changes in financial assumptions.
1. TRADE AND OTHER PAYABLES
31 December 30 June
US$ million
2025 2025
Trade payables 12 12
Revenue received in advance 9 1
Accruals and other payables 35 26
56 39
1. RELATED PARTY TRANSACTIONS
The gross interests in the mining operations by the Group’s related parties and B-BBEE partners,
Operation Partner and respective interest as at30 June 2025 and31 December 2025 (%)Cullinan Kago Diamonds (14%) FinschItumeleng Petra Diamonds Employee Trust (12%)
The non-current loans receivable and finance income due from the Group’s
US$ million 31 December 2025 30 June 2025
Non-current receivable
Kago Diamonds 10 14
Itumeleng Petra Diamonds Employee Trust 10 13
20 27
1 July 2025 - 1 July 2024 - 1 July 2024 30 June
US$ million 2025
31 December 2025 31 December 2024
Finance income
Kago Diamonds 3 2 3
Itumeleng Petra Diamonds 2 2 3
Employee Trust
5 4 6
Interest on the loans receivables is charged at South African JIBAR plus 5.25% (
Kago Diamonds is one of the
An expected credit loss charge of
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
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,
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
Backstop fees paid to directors and management were 2,441,995 shares paid to
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
1 July 2025 - 31 1 July 2024 - 31 1 July 2024 - 30 June
US$ million December 2025 December 2024 2025
Salary and benefits 1 1 3
Annual bonus – paid in — — —
cash
Share-based payment — 1 —
charge
1 2 3
LOSS PER SHARE
Continuing Total Continuing Discontinued Total Continuing Discontinued
operations operations operation operations operation Total
1 July 2025 1 July 2024
1 July 2025 - 31 1 July 2024 1 July 2024 - 31 1 July 2024 1 July 2024 1 July 2024
- 31 December - 31 - 31 December - 30 June - 30 June - 30 June
December 2025 December December 2024 2025 2025 2025
2025 2024 2024
Numerator US$ million US$ million US$ million US$ million US$ million US$ million US$ million US$ million
Loss profit
for the (151) (151) (59) 4 (55) (124) 38 (86)
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 issue 17,551,225 17,551,225
94,466,889
Rights issue
back stop 3,673,014 3,673,014
19,769,455
Rights issue
back stop fee 2,122,424 2,122,424
11,423,634
Effect of
shares issued 23,346,663 23,346,663 — — — — — —
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
average
number of
ordinary
shares 217,548,448 217,548,448 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785 194,201,785
in issue used
in diluted
EPS
US cents US cents US cents US cents US cents US cents US cents US cents
Basic
(loss)/profit (69) (69) (30) 2 (28) (64) 19 (45)
per share –
US cents
Diluted
(loss)/profit (69) (69) (30) 2 (28) (64) 19 (45)
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 (
NOTES TO THE CASHFLOW STATEMENT
1 July 2025 - July 2024 - 1 July 2024 -
US$ million
31 December 2025 31 December 2024 30 June
2025
Loss before taxation for the
year from continuing and (194) (88) (153)
discontinued operations
Depreciation of property, plant 29 33 76
and 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 8 — —
7)
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 20 (6) 1
and other payables
(Increase)/decrease in (17) 2 12
inventories
Cash generated from operations 39 55 52
1. SHARE-BASED PAYMENTS – WARRANTS ISSUED TO BOARD MEMBERS AND EMPLOYEES
Nature of the arrangement
On
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 IFRS 2
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 IFRS 2.
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 IFRS 2. 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 (
Assumptions and inputs
Fair value was estimated using the binomial model with the following key inputs at grant date (
-- 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
Refer to notes 9 Loans and borrowings, 12 Derivative financial assets and 13 Equity and reserves.
1. 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 assets
17 17 5 5
Derivative financial asset
Financial liabilities
Loans and borrowings 338 338 325 325
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).
1 July 2025 -
US$ million Level 1 Level 2 Level 3
31 December
2025
Financial assets
17 17
Derivative financial asset
Financial liabilities
Loans and borrowings 338 338
1 July 2024 -
US$ million 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:
31 December 30 June
US$ million
2025 2025
Financial assets
Held at amortised cost
- Non-current trade and other receivables (excluding 1 44
VAT)
- Trade receivables — 14
- Other receivables (excluding tax, prepayments and VAT) 3 1
- Cash and cash equivalents – unrestricted 36 34
- Cash and cash equivalents – restricted 3 3
Held at Fair value through profit and loss
- Environmental rehabilitation investment 14 1
57 97
Financial liabilities
Held at amortised cost
- Non-current lease liabilities 2 2
- Non- current loans and borrowings 333 —
- Current loans and borrowings 5 325
- Trade and other payables (excluding tax, VAT and 56 39
derivatives)
396 366
1. SUBSEQUENT EVENTS
There were no events after the reporting date requiring adjustment or disclosure in terms of IAS 10.
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
Non-Executive Director
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
We have been engaged by
Basis for conclusion
We conducted our review in accordance with the International Standard on Review Engagements (
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
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 (
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
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
Chartered Accountants
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