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REG-R.E.A. Holdings plc R.E.A. Holdings plc: Annual report in respect of 2024

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R.E.A. Holdings plc (RE.)
R.E.A. Holdings plc: Annual report in respect of 2024

17-Apr-2025 / 07:00 GMT/BST

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R.E.A. HOLDINGS PLC (the company)

 

ANNUAL FINANCIAL REPORT 2024

 

The company's annual report for the year ended 31 December 2024 (including notice
of the AGM to be held on 19 June 2025) (the annual report) will shortly be
available for downloading from  1 www.rea.co.uk/investors/financial-reports.

 

A copy of the notice of AGM will also be available to download from
 2 www.rea.co.uk/investors/calendar.

 

Upon completion of bulk printing, copies of the annual report will be despatched
to persons entitled thereto and will be submitted to the National Storage
Mechanism to be made available for inspection at
 3 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

The sections below entitled Chairman's statement, Dividends, Principal risks and
uncertainties, Longer term viability statement, Going concern and Directors'
responsibilities have been extracted without material adjustment from the annual
report. The basis of presentation of the financial information set out below is
detailed in note 1 to the financial statements below.

 

 

HIGHLIGHTS

 

Overview

 

•  Marked increase in profitability with EBITDA up 41.3 per cent to $61.6 million

•  Debt profile and liquidity significantly improved

•  Good progress in bringing stone and sand to commercial production

 

Financial

 

•  Revenue increased by 6.3 per cent to $187.9 million (2023: $176.7 million)
primarily reflecting higher average selling prices (net of export duty and levy)
at $819 per tonne (2023: $718 per tonne) and CPKO at $1,094 per tonne (2023: $749
per tonne)

•  Profit before tax of $38.9 million (2023: loss before tax of $29.2 million)
principally due to higher revenues and positive non-routine items

•  DSN group’s subscription of further shares in REA Kaltim completed in March
2024 with final subscription proceeds of $53.6 million, increasing DSN’s
investment in the operating sub-group from 15 per cent to 35 per cent

•  Successful discussions with Bank Mandiri to refinance maturing debt, with two
new bank loans and one repackaged bank loan agreed and drawn during 2024

•  Purchase and cancellation of £9.2 million nominal of sterling notes due for
redemption in August 2025, leaving £21.7 million outstanding at 31 December 2024

•  Group net indebtedness reduced to $159.3 million from $188.4 million (including
CDM) at 31 December 2024; pre-sale advances reduced by $9.1 million

•  Full discharge of outstanding arrears of preference dividend of $10.4 million
(equivalent to 11.5p per preference share) in April 2024

 

Agricultural operations

 

•  FFB harvested down 10.5 per cent to 682,522 tonnes (2023: 762,260) reflecting
the widespread impact of drier weather conditions and reduced group hectarage due
to the replanting programme

•  Improved mill throughput with fewer breakdowns contributing to reduced labour
costs

•  Replanting and extension planting proceeding as planned (respectively, 1,531
and 1,037 hectares)

 

Stone and sand operations

 

•  ATP now managed by the group and accounted for as a 95 per cent group
subsidiary

•  Stone production and sales started

•  Sand operation close to commercial production

 

Sustainability and climate

 

•  One of the first palm oil companies to be EUDR ready

•  ZSL SPOTT score increased to 91.5 per cent (2023: 88.7 per cent)

•  RSPO certified plantations increased to 84.4 per cent (2023: 79.7 per cent)

•  Projects with smallholders to improve the sustainable component of the group’s
supply chain and promote sustainable palm oil production

 

Outlook

 

•  Operational performance projected to benefit from continuing improvements to
productivity and progressively increasing crops from currently immature areas
reaching maturity

•  Stone production to provide a significant addition to results with sand
production following

•  Debt profile and liquidity further improved by recent Bank Mandiri agreements
for further loans and rephased repayment terms providing additional cash resources
equivalent to $52.6 million

•  Discussions at an advanced stage with holders of $17.5 million nominal of
dollar notes, out of a total outstanding of $27.0 million and currently due for
redemption in June 2026, to roll over their notes to December 2028

•  Cash flow expected to be at good level in 2025 due to current firm CPO and CPKO
prices

 

 

CHAIRMAN'S STATEMENT

 

2024 saw a marked improvement in profitability of the group’s operations. Higher
selling prices more than offset the lower than expected production volumes that
were reportedly widespread across the palm oil industry in Indonesia. Estate
operating costs were also well controlled.

 

Group revenue for 2024 amounted to $187.9 million, $10.2 million (6.3 per cent)
higher than that achieved in 2023, resulting in EBITDA of $61.6 million, up by
41.3 per cent from 2023. Operating profits amounted to $35.0 million, 135.6 per
cent higher than in the previous year (2023: $14.8 million).

 

FFB harvested fell back by 10.5 per cent in 2024 to 682,522 tonnes (2023: 762,260
tonnes). The fall can be attributed to generally widespread lower crop yields
resulting from past drier weather conditions that inhibited female flowering as
well as to the reduction in mature hectarage due to the group’s replanting
programme. Third party FFB purchases were similarly lower than in 2023.

 

CPO, CPKO and palm kernel production for 2024 amounted to, respectively, 190,235
tonnes (2023: 209,994 tonnes), 18,086 tonnes (2023: 19,393 tonnes) and 44,286
tonnes (2023: 47,324 tonnes) with the group’s three mills continuing to operate
efficiently, with oil losses consistently minimised and below the standards for
the industry. Mill capacity utilisation, as measured by average throughput per
hour, saw further improvement during the year with fewer breakdowns contributing
to reduced mill labour costs.

 

Replanting and extension planting continued on schedule with a total of 1,531
hectares of mature palms being replanted and a further 1,037 hectares of new
plantings being established in the group’s PU estate. Subject to availability of
funding, these programmes are expected to continue during 2025 at a similar rate
to that achieved in 2024.

 

Throughout 2024, the group continued to develop its leadership as a sustainable
palm oil producer, cementing sustainability and climate action as core elements in
all aspects of the group’s business and long term strategy. In addition to
maintaining 100 per cent RSPO certification for its three mills, the proportion of
its RSPO certified plantations increased to 84.4 per cent from 79.7 per cent in
2023. The group also became one of the first palm oil companies to be
independently verified as EUDR-ready, ensuring that the operations align with
evolving regulatory requirements. To support smallholder inclusion, the group
launched a programme designed to assist smallholders achieve RSPO certification
and EU compliance. In 2024, the group’s SPOTT score, in the assessment conducted
by ZSL, increased to 91.5 per cent from 88.7 per cent in 2023, reinforcing the
group’s status as a leading sustainable palm oil producer.

 

Good progress was made throughout 2024 in bringing both the stone and sand
operations to commercial production, although some permitting delays meant that
their contribution to the group’s financial results for the year was immaterial.
Both operations, however, should start to make meaningful contributions in 2025.
Following the change in its ownership structure, the stone company is now being
managed and accounted for as a 95 per cent subsidiary of the company.

 

The CPO price, CIF Rotterdam, opened the year at $940 per tonne and remained firm
during the first half of the year. The second half of the year saw prices
strengthen considerably, largely as a consequence of generally lower CPO
production and increased demand, closing at $1,265 per tonne at the end of 2024.
The average selling price for the group’s CPO during the year, including premia
for certified oil but net of export duty and levy, adjusted to FOB Samarinda, was
14.1 per cent higher at $819 per tonne (2023: $718 per tonne) and the average
selling price for CPKO, on the same basis, was 46.1 per cent higher at $1,094 per
tonne (2023: $749 per tonne).

 

By contrast, average premia realised for sales of certified oil increased to just
$14 per tonne (2023: $13 per tonne) for CPO sold with ISCC certification, and fell
to $12 per tonne (2023: $15 per tonne) and $77 per tonne (2023: $213 per tonne)
for, respectively, CPO and CPKO sold with RSPO certification.

 

Profit before tax for 2024 was $38.9 million (after an impairment write back of
$3.1 million) compared with a loss of $29.2 million in 2023 (after impairment and
similar charges of $26.1 million). Administrative costs, before deduction of
amounts capitalised were broadly in line with those of 2023. Interest income
amounted to $3.4 million (2023: $4.1 million). During the year there was a $6.6
million release of a provision for interest payable by the stone company. Other
gains and losses included gains of $6.6 million from exchange movements,
principally in relation to rupiah borrowings (2023: loss of $4.2 million). Finance
costs in 2024 were slightly lower at $16.4 million (2023: $17.5 million).

 

Following completion in March 2024 of the issue of further shares in REA Kaltim to
the DSN group, the group’s ownership of REA Kaltim was diluted from 85 per cent to
65 per cent. At 31 December 2024, shareholders’ funds less non-controlling
interests amounted to $224.5 million (2023: $219.8 million) and non-controlling
interests to $70.5 million (2023: $14.3 million).

 

The subscription monies received from the DSN group enabled the group to
materially reduce group net debt, presale advances from customers, and to
eliminate all arrears of dividend on the preference shares. Net debt at 31
December 2024 amounted to $159.3 million (2023: $178.2 million, excluding CDM net
indebtedness of $10.2 million) and prepaid sales advances from customers to $8.0
million (2023: $17.1 million).

 

Dividends arising on the preference shares in June and December 2024 were paid on
the due dates. As a priority, the group intends to continue to reduce its debt and
accordingly does not intend at this time to declare any dividends on the group’s
ordinary shares.

 

Since the year end, further steps have been taken to improve the group’s
liquidity. In March 2025, agreements were concluded with Bank Mandiri to provide
further term loans and to amend the repayment terms of certain existing loans to
REA Kaltim and SYB, thereby providing the group with additional cash resources
equivalent to $37.6 million. Additionally, Bank Mandiri has provided a new term
loan to PU, equivalent to $15.0 million (of which $5.1 million has been drawn
down) to assist in financing PU’s continuing development programme.

 

The additional cash resources at the end of 2024, together with the further
liquidity resulting from the enhanced bank facilities in Indonesia, will support
the repayment in August 2025 of the sterling notes due, repayments falling due in
the short term on existing borrowings, as well as the elimination of the remaining
prepaid sales advances from customers.

 

The group intends further to improve the maturity profile of its debt by inviting
holders of its $27.0 million nominal of dollar notes to roll over their notes
until 31 December 2028. Discussions are at an advanced stage with holders of $17.5
million nominal of dollar notes, who have confirmed their willingness, subject to
agreement of detailed terms, to rollover their notes.

 

Building on the strategic initiatives of 2023, good progress was made in 2024 in
addressing the legacy of excessive net indebtedness and simplifying the group
structure. Net debt has reduced as detailed above and the group has assumed
substantially full ownership and control of the stone operations. Discussions are
in hand which are expected to lead to the sand operations becoming similarly owned
and controlled by the group, facilitating savings in sand and stone overheads.

 

With liquidity improved, certainty as to the group’s ability to retire the
sterling notes, a stable outlook for CPO and CPKO prices, and operational
performance benefitting from the substantial investments in infrastructure and
factories in recent years allowing levels of capital expenditure to normalise, the
group expects that its financial position will continue to strengthen. With
financing costs continuing to reduce as net debt falls, the plantation operations
should generate cash flows at good levels. With stone production expected to
provide a valuable addition to 2025 results and a positive contribution from the
sand mining operations also likely to follow, the prospects for the group are
encouraging.

 

The group’s much improved financial position and prospects contrast favourably
with the group’s situation in 2017 when Carol Gysin assumed the role of group
managing director. Carol has decided to step down from that position at the end of
2025.  I would like to express the board’s appreciation of Carol’s successful
stewardship of the group during a difficult period. The board intends to appoint
Luke Robinow to succeed Carol, confident that, after 17 years working for the
group in Indonesia, latterly as President Director of REA Kaltim, Luke will drive
the group’s continued recovery and enable it to fulfil its potential.

 

David J BLACKETT

Chairman

 

 

DIVIDENDS

 

All arrears of dividend outstanding on the company's preference shares (amounting
in aggregate to 11.5p per preference share as at 31 December 2023) were discharged
in April 2024 and the fixed semi-annual dividends that fell due on the preference
shares in June 2024 and December 2024 were paid on their due dates.

 

While the dividends on the preference shares were more than six months in arrear,
the company was not permitted to pay dividends on its ordinary shares but with the
payment in full of the outstanding arrears of preference dividend that is no
longer the case. Nevertheless, in view of the group's current level of net debt,
no dividend in respect of the ordinary shares has been paid or is proposed in
respect of 2024.

 

 

ANNUAL GENERAL MEETING

 

The sixty fifth annual general meeting (AGM) of R.E.A. Holdings plc to be held at
the London office of Ashurst LLP at London Fruit & Wool Exchange, 1 Duval Square,
London E1 6PW on 19 June 2025 at 10.00 am.

 

Attendance

 

To help manage the number of people in attendance, we are asking that only
shareholders or their duly nominated proxies or corporate representatives attend
the AGM in person. Anyone who is not a shareholder or their duly nominated proxies
or corporate representatives should not attend the AGM unless arrangements have
been made in advance with the company secretary by emailing
 4 company.secretary@rea.co.uk.

 

Shareholders are strongly encouraged to submit a proxy vote on each of the
resolutions in the notice in advance of the meeting:

 

(i)  by visiting Computershare’s electronic proxy service
 5 www.investorcentre.co.uk/eproxy (and so that the appointment is received by the
service by no later than 10.00 am on 17 June 2025); or

 

(ii) via the CREST electronic proxy appointment service; or

 

(iii)  by completing, signing and returning a form of proxy to the Company’s
registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY as soon as possible and, in any event, so as to arrive by no
later than 10.00 am on 17 June 2025; or

 

(iv)  by using the Proxymity platform if you are an institutional investor (for
more information see Notice).

 

The company will make further updates, if any, about the meeting at
 6 www.rea.co.uk/investors/regulatory-news and on the website's home page.
Shareholders are accordingly requested to visit the group’s website for any such
further updates.

 

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The group’s business involves risks and uncertainties. Risks and uncertainties
that the directors currently consider to be material or prospectively material are
described below, together with climate-related risks and the opportunities that
these may provide. There are or may be further risks and uncertainties faced by
the group (such as future natural disasters or acts of God) that the directors
currently deem immaterial, or of which they are unaware, that may have a material
adverse impact on the group.

 

Identification, assessment, management and mitigation of the risks associated with
sustainability matters forms part of the group’s system of internal control for
which the board has ultimate responsibility. The board discharges that
responsibility as described in Corporate governance in the annual report. Material
risks, related policies and the group’s successes and failures with respect to
sustainability matters and the measures taken in response to any failures are
described in more detail in Climate-related risks and opportunities below.

 

Geo-political uncertainty, such as may be caused by wars, can lead to pricing
volatility and shortages of the necessary inputs to the group’s operations, such
as fuel and fertiliser, inflating group costs and negatively impacting the group’s
production volumes. The impact of input shortages, however, may be offset by a
consequential benefit to prices of the group’s outputs.

 

Where risks are reasonably capable of mitigation, the group seeks to mitigate
them. Beyond that, the directors endeavour to manage the group’s finances on a
basis that leaves the group with some capacity to withstand adverse impacts from
both identified and unidentified areas of risk, but such management cannot provide
insurance against every possible eventuality.

 

Risks assessed by the directors as currently being of particular significance are
those detailed below under:

 

•  Agricultural operations – Produce prices

•  Agricultural operations – Other operational factors

•  Stone and sand operations – Sales

•  General – Funding

 

The directors’ assessment, as respects the above risks, reflects both the key
importance of those risks in relation to the matters considered in the Longer term
viability statement below and more generally the extent of the negative impact
that could result from adverse incidence of such risks.

 

Risk                        Potential impact         Mitigating or other relevant
                                                     considerations
Agricultural operations
Cultivation risks
                            A reduction in harvested The group has adopted
Failure to achieve optimal  crop resulting in loss   standard operating practices
upkeep standards            of potential revenue     designed to achieve required
                                                     upkeep standards
                            A loss of crop or
Pest and disease damage to  reduction in the quality The group adopts best
oil palms and growing crops of harvest resulting in  agricultural practice to
                            loss of potential        limit pests and diseases
                            revenue
Other operational factors
                                                     The group maintains stocks of
                                                     necessary inputs to provide
                                                     resilience and has
                            Disruption of operations established biogas plants to
Shortages of necessary      or increased input costs improve its self-reliance in
inputs to the operations,   leading to reduced       relation to fuel.
such as fuel and fertiliser profit margins           Construction of a further
                                                     biogas plant in due course
                                                     would increase self-reliance
                                                     and reduce costs as well as
                                                     GHG emissions
                                                     The group endeavours to
                                                     employ a sufficient
                                                     complement of harvesters
                            FFB crops becoming       within its workforce to
                            rotten or over ripe      harvest expected crops, to
                            leading either to a loss provide its transport fleet
High levels of rainfall or  of CPO production (and   with sufficient capacity to
other factors restricting   hence revenue) or to the collect expected crops under
or preventing harvesting,   production of CPO that   likely weather conditions and
collection or processing of has an above average     to maintain resilience in its
FFB crops                   free fatty acid content  palm oil mills with each of
                            and is saleable only at  the mills operating
                            a discount to normal     separately and some ability
                            market prices            within each mill to switch
                                                     from steam based to biogas or
                                                     diesel based electricity
                                                     generation
                            The requirement for CPO  The group’s bulk storage
                            and CPKO storage         facilities have sufficient
Disruptions to river        exceeding available      capacity for expected
transport between the main  capacity and forcing a   production volumes and,
area of operations and the  temporary cessation in   together with the further
Port of Samarinda or delays FFB harvesting or        storage facilities afforded
in collection of CPO and    processing with a        by the group’s fleet of
CPKO from the transhipment  resultant loss of crop   barges, have hitherto always
terminal                    and consequential loss   proved adequate to meet the
                            of potential revenue     group’s requirements for CPO
                                                     and CPKO storage.
Occurrence of an uninsured
or inadequately insured                              The group maintains insurance
adverse event; certain                               at levels that it considers
risks (such as crop loss                             reasonable against those
through fire or other       Material loss of         risks that can be
perils), for which          potential revenues or    economically insured and
insurance cover is either   claims against the group mitigates uninsured risks to
not available or is                                  the extent reasonably
considered                                           feasible by management
disproportionately                                   practices
expensive, are not insured
Produce prices
Volatility of CPO and CPKO                           Swings in CPO and CPKO prices
prices which as primary                              should be moderated by the
commodities may be affected                          fact that the annual oilseed
by levels of world economic Reduced revenue from the crops account for the major
activity and factors        sale of CPO and CPKO and proportion of world vegetable
affecting the world         a consequent reduction   oil production and producers
economy, including levels   in cash flow             of such crops can reduce or
of inflation and interest                            increase their production
rates                                                within a relatively short
                                                     time frame
                                                     The Indonesian government
                                                     applies sliding scales of
                                                     charges on exports of CPO and
                                                     CPKO, which are varied from
                                                     time to time in response to
                                                     prevailing prices, and has,
                                                     on occasions, placed
Restriction on sale of the                           temporary restrictions on the
group’s CPO and CPKO at                              export of CPO and CPKO;
world market prices         Reduced revenue from the several such measures were
including restrictions on   sale of CPO and CPKO and introduced in 2022 in
Indonesian exports of palm  a consequent reduction   response to generally rising
products and imposition of  in cash flow             prices precipitated by the
high export charges                                  war in the Ukraine but,
                                                     whilst impacting prices in
                                                     the short term, were
                                                     subsequently modified to
                                                     afford producers economic
                                                     margins. The export levy
                                                     charge funds biodiesel
                                                     subsidies and thus supports
                                                     the local price of CPO
                            Depression of selling    The imposition of controls or
                            prices for CPO and CPKO  taxes on CPO or CPKO in one
Disruption of world markets if arbitrage between     area can be expected to
for CPO and CPKO by the     markets for competing    result in greater consumption
imposition of import        vegetable oils proves    of alternative vegetable oils
controls or taxes in        insufficient to          within that area and the
consuming countries         compensate for the       substitution outside that
                            market disruption        area of CPO and CPKO for
                            created                  other vegetable oils
Expansion
                                                     The group holds sufficient
                                                     fully titled or allocated
                                                     land areas suitable for
                            Inability to complete,   planting to enable it to
Failure to secure in full,  or delays in completing, complete its immediately
or delays in securing, the  the planned extension    planned extension planting.
land or funding required    planting programme with  It works continuously to
for the group’s planned     a consequential          maintain permits for the
extension planting          reduction in the group’s planting of these areas and
programme                   prospective growth       aims to manage its finances
                                                     to ensure, in so far as
                                                     practicable, that it will be
                                                     able to fund any planned
                                                     extension planting programme
A shortfall in achieving    A possible adverse       The group maintains
the group’s planned         effect on market         flexibility in its planting
extension planting          perceptions as to the    programme to be able to
programme negatively        value of the group’s     respond to changes in
impacting the continued     securities               circumstances
growth of the group
Sustainable practices
                                                     The group has established
Failure by the agricultural                          standard practices designed
operations to meet the                               to ensure that it meets its
standards expected of them                           obligations, monitors
as a large employer of      Reputational and         performance against those
significant economic        financial damage         practices and investigates
importance to local                                  thoroughly and takes action
communities                                          to prevent recurrence in
                                                     respect of any failures
                                                     identified
                                                     The group is committed to
                                                     sustainable development of
                                                     oil palm and has obtained
                                                     RSPO certification for most
Criticism of the group’s                             of its current operations.
environmental practices by                           All group oil palm plantings
conservation organisations                           are on land areas from which
scrutinising land areas                              trees have previously been
that fall within a region   Reputational and         extracted by logging
that in places includes     financial damage         companies and which have
substantial areas of                                 subsequently been zoned by
unspoilt primary rainforest                          the Indonesian authorities as
inhabited by diverse flora                           appropriate for agricultural
and fauna                                            development. The group
                                                     maintains substantial
                                                     conservation reserves that
                                                     safeguard landscape level
                                                     biodiversity
Community relations
                                                     The group seeks to foster
                                                     mutually beneficial economic
                                                     and social interaction
                                                     between the local villages
                            Disruption of            and the agricultural
A material breakdown in     operations, including    operations. In particular,
relations between the group blockages restricting    the group gives priority to
and the host population in  access to oil palm       applications for employment
the area of the             plantings and mills,     from members of the local
agricultural operations     resulting in reduced and population, encourages local
                            poorer quality CPO and   farmers and tradesmen to act
                            CPKO production          as suppliers to the group,
                                                     its employees and their
                                                     dependents and promotes
                                                     smallholder development of
                                                     oil palm plantings
                                                     The group has established
Disputes over compensation                           standard procedures to ensure
payable for land areas                               fair and transparent
allocated to the group that Disruption of            compensation negotiations and
were previously used by     operations, including    encourages the local
local communities for the   blockages restricting    authorities, with whom the
cultivation of crops or as  access to the area the   group has developed good
respects which local        subject of the disputed  relations and who are
communities otherwise have  compensation             therefore generally
rights                                               supportive of the group, to
                                                     assist in mediating
                                                     settlements
                                                     Where claims from individuals
                            Disruption of            in relation to compensation
Individuals party to a      operations, including    agreements are found to have
compensation agreement      blockages restricting    a valid basis, the group
subsequently denying or     access to the areas the  seeks to agree a new
disputing aspects of the    subject of the           compensation arrangement;
agreement                   compensation disputed by where such claims are found
                            the affected individuals to be falsely based the group
                                                     encourages appropriate action
                                                     by the local authorities
Stone and sand operations
Production
                                                     The stone and sand concession
                                                     holding companies endeavour
Failure by external                                  to use experienced
contractors to achieve                               contractors, to supervise
agreed production volumes   Reduction in revenue     them closely and to take care
with optimal extraction                              to ensure that they have
rates                                                equipment of capacity
                                                     appropriate for the planned
                                                     production volumes
External factors, in                                 Adverse external factors
particular weather,         Reduced production and   would not normally have a
delaying or preventing      consequent loss of       continuing impact for more
delivery of extracted stone revenue                  than a limited period
and sand
                            Unforeseen extraction
                            complications causing
Geological assessments,     cost overruns and        The stone and sand concession
which are extrapolations    production delays or     holding companies seek to
based on statistical        failure to achieve       ensure the accuracy of
sampling, proving           projected production     geological assessments of any
inaccurate                  resulting in loss of     extraction programme
                            revenue and reduced
                            operating margins
Sales
                                                     The group aims to secure
                                                     forward sales offtake
Inadequate demand reducing  Reduced revenue and      agreements for stone and sand
sales volumes               profits                  and to set its production
                                                     targets to align with the
                                                     expected offtake
                                                     For the stone operations, the
                                                     group has established
                                                     transport corridors to east
                            Failure to meet          and west of the main stone
Transport constraints       contractual sale         deposit and intends that
delaying deliveries or      obligations with loss of regular maintenance will
reducing delivered volumes  revenue and possible     ensure that these corridors
                            consequential costs      remain fit for purpose; the
                                                     sand concession is adjacent
                                                     to the Mahakam River and
                                                     barges are readily available
                                                     to effect sand deliveries
                                                     There are currently no other
                                                     stone quarries of similar
Local competition reducing  Reduced revenue and      quality or volume in the
stone and sand prices       operating margins        vicinity of the stone
                                                     concessions and the cost of
                                                     transporting stone should
                                                     restrict competition
Imposition of additional                             The Indonesian government has
royalties or duties on the                           not to date imposed measures
extraction of stone or sand Reduced revenue          that would seriously affect
or imposition of export                              the viability of Indonesian
restrictions                                         stone and sand quarrying
                                                     operations
Sustainable practices
                                                     The areas of the stone and
                                                     sand concessions are
                                                     relatively small and should
                                                     not be difficult to
                                                     supervise. The concession
                                                     holding companies are
Failure by the stone and    Reputational and         committed to international
sand operations to meet the financial damage         standards of best
standards expected of them                           environmental and social
                                                     practice and, in particular,
                                                     to proper management of waste
                                                     water and reinstatement of
                                                     quarried and mined areas on
                                                     completion of extraction
                                                     operations
General
IT security
                                                     The group’s IT controls and
                                                     financial reporting systems
                                                     and procedures are
                                                     independently audited and
                                                     tested annually and
                                                     recommendations for
IT related fraud including                           corrective actions to enhance
cyber attacks that are      Losses as a result of    controls are implemented
becoming increasingly       disruption of control    accordingly. Several upgrades
prevalent and sophisticated systems and theft        to firewalls and other
                                                     anti-malware protections were
                                                     installed during 2024 and a
                                                     disaster recovery plan has
                                                     been fully tested and
                                                     implemented. Cyber security
                                                     reviews are conducted
                                                     periodically
Currency
                                                     As respects costs and
                                                     sterling denominated
                                                     shareholder capital, the
                                                     group considers that the risk
                                                     of adverse exchange movements
                            Adverse exchange         is inherent in the group’s
                            movements on those       business and structure and
Strengthening of sterling   components of group      must simply be accepted. As
or the rupiah against the   costs and funding that   respects borrowings, where
dollar                      arise in rupiah or       practicable the group seeks
                            sterling                 to borrow in dollars but,
                                                     when borrowing in sterling or
                                                     rupiah, considers it better
                                                     to accept the resultant
                                                     currency risk than to hedge
                                                     that risk with hedging
                                                     instruments
Cost inflation
                                                     For each of the group’s
                                                     products, cost inflation is
Increased costs as result                            likely to have a broadly
of worldwide economic                                equal impact on all producers
factors or shortages of     Reduction in operating   of that product and may be
required inputs (such as    margins                  expected to restrict supply
shortages of fuel or                                 if production of the product
fertiliser arising from the                          becomes uneconomic. Cost
wars)                                                inflation can only be
                                                     mitigated by improved
                                                     operating efficiency
Funding
                                                     The group maintains good
                                                     relations with its bankers
                                                     and other holders of debt who
                                                     have generally been receptive
Bank debt repayment                                  to reasonable requests to
instalments and other debt                           moderate debt profiles or
maturities coincide with                             waive covenants when
periods of adverse trading                           circumstances require. Such
and negotiations with       Inability to meet        was the case, for example,
bankers and investors are   liabilities as they fall when certain breaches of bank
not successful in           due                      loan covenants by group
rescheduling instalments,                            companies at 31 December 2020
extending maturities or                              and 2023 were waived.
otherwise concluding                                 Moreover, the directors
satisfactory refinancing                             believe that the fundamentals
arrangements                                         of the group’s business will
                                                     normally facilitate
                                                     procurement of additional
                                                     equity capital should this
                                                     prove necessary
Counterparty risk
                                                     The group maintains strict
                                                     controls over its financial
                                                     exposures which include
                                                     regular reviews of the
Default by a supplier,      Loss of any prepayment,  creditworthiness of
customer or financial       unpaid sales proceeds or counterparties and limits on
institution                 deposit                  exposures to counterparties.
                                                     In addition, 90 per cent of
                                                     sales revenue is receivable
                                                     in advance of product
                                                     delivery
Regulatory exposure
New, and changes to, laws
and regulations that affect Restriction on the       The directors are not aware
the group (including, in    group’s ability to       of any specific planned
particular, laws and        retain its current       changes that would adversely
regulations relating to     structure or to continue affect the group to a
land tenure, work permits   operating as currently   material extent
for expatriate staff and
taxation)
                                                     The group endeavours to
Breach of the various                                ensure compliance with the
continuing conditions                                continuing conditions
attaching to the group’s                             attaching to its land rights
land rights and the stone                            and concessions, that its
and sand concessions        Civil sanctions and, in  activities, and the
(including conditions       an extreme case, loss of activities of the stone and
requiring utilisation of    the affected rights or   sand concession holding
the rights and concessions) concessions              companies, are conducted
or failure to maintain or                            within the terms of the
renew all permits and                                licences and permits that are
licences required for the                            held and that licences and
group’s operations                                   permits are obtained and
                                                     renewed as necessary
                                                     The group has traditionally
                                                     had, and continues to
Failure by the group to                              maintain, strong controls in
meet the standards expected                          this area because Indonesia,
in relation to human        Reputational damage and  where all of the group’s
rights, slavery,            criminal sanctions       operations are located, has
anti-bribery and corruption                          been classified as relatively
                                                     high risk by the
                                                     International Transparency
                                                     Corruption Perceptions Index
Restrictions on foreign                              The group endeavours to
investment in Indonesian                             maintain good relations with
mining concessions,         Constraints on the       the local partners in the
limiting the effectiveness  group’s ability to       group’s mining interests so
of co-investment            recover its investment   as to ensure that returns
arrangements with local                              appropriately reflect agreed
partners                                             arrangements
Country exposure
                                                     Indonesia currently appears
                                                     stable and the Indonesian
                                                     economy has continued to grow
                                                     but, in the late 1990s,
                            Difficulties in          Indonesia experienced severe
                            maintaining operational  economic turbulence and there
Deterioration in the        standards particularly   have been subsequent
political or economic       if there was a           occasional instances of civil
situation in Indonesia      consequential            unrest, often attributed to
                            deterioration in the     ethnic tensions, in certain
                            security situation       parts of Indonesia. The group
                                                     has never, since the
                                                     inception of its East
                                                     Kalimantan operations in
                                                     1989, been adversely affected
                                                     by regional security problems
                            Restriction on the       The directors are not aware
                            transfer of fees,        of any circumstances that
                            interest and dividends   would lead them to believe
Introduction of exchange    from Indonesia to the UK that, under current political
controls or other           with potential           conditions, any Indonesian
restrictions on foreign     consequential negative   government authority would
owned operations in         implications for the     impose restrictions on
Indonesia                   servicing of UK          legitimate exchange transfers
                            obligations and payment  or otherwise seek to restrict
                            of dividends; loss of    the group’s freedom to manage
                            effective management     its operations
                            control
                                                     The group accepts there is a
                                                     possibility that foreign
                                                     owners may be required over
                                                     time to divest partially
                                                     ownership of Indonesian oil
                                                     palm operations and there are
                                                     existing regulations that may
Mandatory reduction of      Forced divestment of     result in a requirement to
foreign ownership of        interests in Indonesia   divest over an extended
Indonesian plantation or    at below market values   period part of the
mining operations           with consequential loss  substantial equity
                            of value                 participation in the stone
                                                     concession holding company
                                                     that the group has agreed to
                                                     acquire but the group has no
                                                     reason to believe that any
                                                     divestment would be at
                                                     anything other than market
                                                     value
Miscellaneous relationships
                                                     The group appreciates its
                                                     material dependence upon its
                                                     staff and employees and
                            Disruption of operations endeavours to manage this
Disputes with staff and     and consequent loss of   dependence in accordance with
employees                   revenues                 international employment
                                                     standards as detailed under
                                                     Employees in the
                                                     Sustainability and climate
                                                     report in the annual report
                            Reliance on the
                            Indonesian courts for
                            enforcement of the       The group endeavours to
                            agreements governing its maintain cordial relations
                            arrangements with local  with its local investors by
                            partners with the        seeking their support for
                            uncertainties that any   decisions affecting their
                            juridical process        interests and responding
Breakdown in relationships  involves and with any    constructively to any
with local investors in the failure of enforcement   concerns that they may have.
group’s Indonesian          likely to have, in       Further, the group is
subsidiaries                particular, a material   currently applying to
                            negative impact on the   register its ownership of 95
                            value of the stone and   per cent of the stone
                            sand interests because   concession holding company
                            ownership of those       and 49 per cent of the sand
                            concessions currently    concession holding company
                            remains registered in
                            the name of by the
                            group’s local partners

 

 

Climate-related risks and opportunities

 

S Short term (1-3 years)

M Medium term (3-5 years)

L Long term (5-15 years)

 

Risk            Impact                 Mitigation           Opportunity
Transition                                                   
risks
                                                            - EUDR affords a
                                       - Prepared for EUDR  competitive advantage,
                                       compliance by        maintaining future
                                       engaging Control     access for the group’s
                                       Union Malaysia for   CPO and CPKO to EU
                                       an independent       markets
                                       readiness assessment
                                       (covering the three  - Allows for increased
                                       mills and seven      premia for EUDR
                                       estates), developing compliance from
                                       a due diligence      December 2025, in
                - Increased investment system to mitigate   addition to premia for
                and costs of           deforestation risks, RSPO certified
                compliance, including  and establishing a   products
                mapping land use,      robust traceability
                enhancing traceability system,              - Encourages local FFB
Regulatory      systems, and verifying                      suppliers to become
compliance      supply chains          - Invested in a      eligible to attract
(EUDR, RSPO,                           traceability system  increased premia under
ISCC) (S)       - Impact on sourcing   to track FFB to its  EUDR
                external FFB as        origin and
                stricter regulations   infrastructure to    - Allows the group to
                may disproportionately enable physical      increase the volume of
                affect independent     segregation of       sustainably sourced
                smallholders           (external) FFB       FFB by including
                                       supplies and tank    independent
                                       storage              smallholders for EUDR
                                                            through the launch of
                                       - Increased RSPO     SHINES
                                       certification of its
                                       plantations to 84.4  - Recent RSPO
                                       per cent and is      certification of COM
                                       working towards      will permit sales of
                                       achieving 100 per    RSPO identity
                                       cent                 preserved CPO as
                                                            market demand
                                                            increases
                                       - Adheres to an NDPE
                                       policy and strictly
                                       applies this policy  - Opportunities for
                                       to all suppliers     partnerships with
                                       through due          relevant stakeholders
                                       diligence onboarding
                                                            - Stronger stakeholder
                                       - Established        relationships through
                                       grievance action     a proactive engagement
                                       processes (GREAT) in strategy
                                       support of
                - Impact on revenue,   transparency and     - Improving brand
                market access, and     accountability, and  reputation through
Reputational    long term              a structured         communication and
risk from       sustainability         approach to          sharing of success
deforestation   strategy due to        addressing           stories in social
concerns (S-M)  increased regulatory   stakeholder concerns media
                compliance costs and
                negative perception of - Redefined          - Enhancing media
                palm oil products      community and        relations for current
                                       stakeholder          and future
                                       engagement strategy  communications
                                       to improve long-term
                                       community            - Partnering with RSPO
                                       relationships        on communication
                                                            initiatives
                                       - Implemented
                                       internal              
                                       communication and
                                       social media
                                       strategy
                                       - Adopting the
                                       international GHG
                - Potential costs      Protocol Corporate
                associated with carbon Standard for carbon  - The group can
                taxation and emission  footprint assessment develop verified
Carbon pricing  caps                                        baseline, short,
and emissions                          - Improving carbon   medium and long-term
regulation (M)  - Impact of EU Omnibus footprint monitoring targets for emission
                Directive to simplify                       reduction
                and streamline EU      - Monitoring
                regulations on carbon  industry and market
                                       trends on carbon
                                       related requirements
                                       - Expanding          - Established SHINES
                - Smallholder          smallholder          to improve livelihoods
                livelihoods are        programmes,          and include
                increasingly at risk   including providing  smallholders in the
                due to climate         support, capacity    supply chain
                variability and        for, and promoting,
Community and   evolving regulatory    RSPO certification   - Increased
smallholder     requirements, which    for smallholders,    sustainably sourced
resilience      may create financial   including polygon    FFB from independent
(M-L)           and operational        mapping and          smallholders through
                challenges in meeting  acquiring legitimacy SHINES and other
                compliance standards,  through the eSTDB    smallholder
                potentially leading to platforms managed by partnership programmes
                exclusion              the Indonesian       (including Reforma
                                       government           Agraria Land Object
                                                            (TORA))
                                       - Achieving 100 per
                                       cent RSPO            - Brand
                - Shifting demand      certification        differentiation with
                towards sustainable                         increased market share
                palm oil               - Continuous         in responsible supply
                                       compliance with      chains
                - Shifting market      various national and
Market and      demand away from RSPO  international        - Market demand for
consumer        mass balanced (MB) oil sustainability       EUDR oil starting in
preferences     towards RSPO           standards embodied   December 2025 is
(S-M)           segregated (SG) oil,   in certification     expected to increase
                with physical          schemes (RSPO, ISPO, sourcing from eligible
                segregation            ISCC)                farmers with an
                increasingly viewed as                      expected premium for
                a way to ensure        - Maintaining a      EUDR compliant produce
                deforestation-free     robust traceability  in addition to RSPO
                supply chains          system               premia

                                       - Being EUDR-ready
Physical risks                                               
                                       - Conducting
                                       hydrology assessment
                                       of assets
                - Intense rainfall                          - More resilient
                leading to seasonal    Improving drainage   operations
Extreme weather flooding of low lying  systems
events          estate areas, thereby                       - Adapting to climate
(flooding,      damaging palms,        Road stoning for     variability by
droughts) (S)   conservation areas,    all-weather access   innovation and
                infrastructure, and                         adoption of
                disrupting supply      - Training           technology-assisted
                chains                 smallholders on      tools
                                       sustainable best
                                       agricultural
                                       practices
                                                            - Exploring the use of
                - Water scarcity and   - Rainwater capture  mill organic
Changing        inconsistent weather                        by-products to enhance
rainfall        affecting FFB yields   - Improved           soil moisture and
patterns (S-M)                         irrigation           nutrient retention
                - Reduced production   techniques
                impacting revenue                           - Extending rainfall
                                                            capture
                                       - Ensuring strict
                                       NDPE policy
                                       enforcement

                                       - REA Kon            - Forest protection
                                       biodiversity         and conservation
Biodiversity                           monitoring and       leading to
loss and        - Ecosystem imbalances preventative actions biodiversity
habitat                                                     protection
degradation     - Effect on ecosystem  - Partnering with
(M-L)           services               various stakeholders - Stronger
                                       such as NGOs,        collaborations with
                                       educational          conservation bodies
                                       institutions and     for mutual benefits
                                       local governments on
                                       research and actions

                                       - Adherence to TNFD

 

 

LONGER TERM VIABILITY STATEMENT

 

The group’s business activities, together with the factors likely to affect its
future development, performance and financial position are described in the
Strategic report of the annual report which also provides (under the heading
Finance) a description of the group’s cash flow, liquidity and financing
development and treasury policies. In addition, note 26 to the group financial
statements in the annual report includes information as to the group’s policy,
objectives, and processes for managing capital, its financial risk management
objectives, details of financial instruments and hedging policies and exposures to
credit and liquidity risks.

 

The Principal risks and uncertainties section above describes the material risks
faced by the group and actions taken to mitigate those risks. In particular, there
are risks associated with the group’s local operating environment and the group is
materially dependent upon selling prices for CPO and CPKO over which it has no
control.

 

The group has material indebtedness in the form of bank loans and listed notes. At
31 December 2024, over half of this indebtedness was due for repayment in the
three year period to 31 December 2027. For this reason, the directors have chosen
that period for their assessment of the longer term viability of the group.

 

Total group indebtedness at 31 December 2024, as detailed in Capital structure in
the Strategic report of the annual report, amounted to $198.1 million, comprising
Indonesian rupiah denominated term bank loans equivalent in total to $131.6
million, drawings under Indonesian rupiah denominated working capital facilities
equivalent to $2.8 million, $27.0 million nominal of 7.5 per cent dollar notes
2026, £21.7 million nominal (equivalent, with accrued redemption premium, to $28.2
million) of 8.75 per cent sterling notes 2025 and loans from the non-controlling
shareholder in REA Kaltim of $8.8 million. The total borrowings repayable in the
period to 31 December 2027 (based on exchange rates ruling at 31 December 2024)
amounted to the equivalent of $118.8 million of which $49.0 million falls due in
2025, $46.6 million in 2026 and $23.2 million in 2027.

 

In addition to the cash required for debt repayments, the group also faces
substantial demands on cash to fund capital expenditure, dividends on the
company’s preference shares and the repayment of contract and similar liabilities,
the outstanding amount of which at 31 December 2024 was $8.0 million.

 

Whilst the group has some flexibility in determining its annual levels of capital
expenditure, maintenance in 2025 and the immediately succeeding years of capital
expenditure on the plantation operations at the level incurred in 2024 would be
desirable to permit continuance of current programmes for the replanting of older
palm areas in REA Kaltim, extension planting in PU and the progressive stoning of
the group’s extensive road network to improve the durability of roads in periods
of heavy rain. After the very substantial investments already made in the stone
and sand operations, capital expenditure within those operations should now reduce
but some further expenditure will be needed as the operations are brought into
full production.

 

In March 2025 Bank Mandiri agreed to repackage, with immediate drawdowns and
repayments, existing loans to REA Kaltim and SYB equivalent in total to $66.2
million repayable over the period to 2029, as new loans equivalent to $103.8
million and repayable over the period to 2033. Additionally, Bank Mandiri has
provided a new term loan to PU equivalent to $15.0 million of which $5.1 million
has been drawn down and the balance of $9.9 million is expected to be drawn down
during the remaining months of 2025.

 

As already noted, a total of $27.0 million falls due for payment during 2026 on
maturity of the group’s dollar notes. To alleviate the possible pressure that this
could place on the group’s cash resources, the group intends over the coming
months to seek an extension to the maturity date of the dollar notes to 31
December 2028. This will be on terms that those noteholders who do not wish to
retain their notes for the extended period will have the right to elect to have
their dollar notes purchased by the company at par plus accrued interest on the
existing maturity date of 30 June 2026. Discussions are at an advanced stage with
holders of $17.5 million nominal of dollar notes, who have confirmed their
willingness, subject to agreement of detailed terms, to support the proposals and
not to exercise their right to sell their notes on 30 June 2026.

 

Whilst commodity prices can be volatile, CPO and CPKO prices are expected to
remain at remunerative levels for the immediate future. Some cost inflation may be
unavoidable, but the group believes that improved operating efficiencies,
facilitated by the substantial investments of recent years in roads, factories and
equipment, will limit cost increases. With financing costs continuing to reduce as
net debt falls, the group’s plantation operations should generate cash flows at
good levels. Stone production is still at an early stage but indications are that
it will provide a significant addition to group cash flows in 2025. Positive cash
flows from sand are also likely to make a useful additional contribution before
long.

 

Taking account of the cash already held by the group at 31 December 2024 of $38.8
million, the cash inflow from the new Bank Mandiri loans ($52.6 million), the
forthcoming extension of the maturity date of a substantial proportion of the
dollar notes and the projected cash flow from the group’s operations, the group
should be well placed to meet its obligations from 2025 to 2027.

 

Based on the foregoing, the directors have a reasonable expectation that the
company and the group have adequate resources to continue in operational existence
for the period to 31 December 2027 and to remain viable during that period.

 

 

GOING CONCERN

 

Factors likely to affect the group’s future development, performance and financial
position are described in the Strategic report of the annual report. The directors
have carefully considered those factors, together with the principal risks and
uncertainties faced by the group which are set out in the Principal risks and
uncertainties section above and have reviewed key sensitivities which could impact
on the liquidity of the group.

 

As at 31 December 2024, the group had cash and cash equivalents of $38.8 million,
and borrowings of $198.1 million (in both cases as set out in note 26 of the
annual report). The total borrowings repayable by the group in the period to 30
April 2026 (based on exchange rates ruling at 31 December 2024) amounted to the
equivalent of $54.1 million.

 

In addition to the cash required for debt repayments, the group also requires cash
in the period to 30 April 2026 to fund capital expenditure, preference dividends
and repayment of contract and similar liabilities as referred to in more detail in
the Longer term viability statement above. That statement also notes the cash
inflows from new bank loans and the group’s expectations regarding positive cash
flows from its various operations.

 

Having regard to the foregoing, based on the group’s forecasts and projections
(taking into account reasonable possible changes in trading performance and other
uncertainties) and having regard to the group’s cash position and available
borrowings, the directors expect that the group should be able to operate within
its available borrowings for at least 12 months from the date of approval of the
financial statements.

 

On that basis, the directors have concluded that it is appropriate to prepare the
financial statements on a going concern basis.

 

 

DIRECTORS’ RESPONSIBILITIES

 

The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.

 

To the best of the knowledge of each of the directors, they confirm that:

 

•  the group financial statements, prepared in accordance with UK adopted IFRS,
give a true and fair view of the assets, liabilities, financial position, and
profit or loss of the company and the subsidiary undertakings included in the
consolidation taken as a whole;

•  the company financial statements, prepared in accordance with UK Accounting
Standards, comprising FRS 101 Reduced Disclosure Framework, give a true and fair
view of the company’s assets, liabilities, and financial position of the company;

•  the Strategic report and Directors' report of the annual report include a fair
review of the development and performance of the business and the position of the
company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face; and

•  the annual report and financial statements, taken as a whole, are fair, balanced
and understandable and provide the information necessary for shareholders to
assess the group's and the company’s position, performance, business model and
strategy.

 

The current directors of the company and their respective functions are set out in
the Board of directors section of the annual report.

 

 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

 

                                                                    2024      2023
                                                                   $’000     $’000
Revenue                                                          187,943   176,722
Net gain / (loss) arising from changes in fair value of                9     (580)
biological assets
Cost of sales                                                  (136,495) (142,415)
Gross profit                                                      51,457    33,727
Distribution costs                                               (1,281)   (1,511)
Administrative expenses                                         (15,208)  (17,372)
Operating profit                                                  34,968    14,844
Interest income                                                    3,369     4,091
Reversal of provision                                              6,622         –
Gains / (losses) on disposals of subsidiaries and similar          3,051  (26,051)
charges
Other gains / (losses)                                             7,317   (4,669)
Finance costs                                                   (16,430)  (17,460)
Profit / (loss) before tax                                        38,897  (29,245)
Tax                                                              (8,434)    11,552
Profit / (loss) after tax                                         30,463  (17,693)
                                                                                  
Attributable to:                                                                  
Equity shareholders                                               26,447  (10,241)
Non-controlling interests                                          4,016   (7,452)
                                                                  30,463  (17,693)
                                                                                  
Profit / (loss) per 25p ordinary share (US cents)                                 
Basic                                                               41.6    (32.7)
Diluted                                                             41.6    (32.7)

 

All operations for both years are continuing.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

 

                                                                     2024     2023
                                                                    $’000    $’000
Profit / (loss) for the year                                       30,463 (17,693)
                                                                                  
Other comprehensive (losses) / income                                             
Items that may be reclassified to profit or loss:                                 
Foreign exchange on new subsidiary                                  (712)        –
Reclassification of foreign exchange differences on disposal of   (1,204)      685
group company
Loss arising on sale of non-controlling interests taken to equity   (580)        –
Loss arising on purchase of non-controlling interests taken to      (668)     (96)
equity
                                                                  (3,164)      589
                                                                                  
Items that will not be reclassified to profit or loss:                            
Actuarial loss                                                      (113)    (449)
Deferred tax on actuarial loss                                         22       99
                                                                     (91)    (350)
                                                                                  
Total other comprehensive (losses) / income                       (3,255)      239
                                                                                  
Total comprehensive income / (loss) for the year                   27,208 (17,454)
                                                                                  
Attributable to:                                                                  
Equity shareholders                                                23,219  (9,961)
Non-controlling interests                                           3,989  (7,493)
                                                                   27,208 (17,454)

 

 

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

 

                                                               2024      2023
                                                              $’000     $’000
Non-current assets                                                           
Goodwill                                                     11,144    11,144
Intangible assets                                             2,684     1,593
Property, plant and equipment                               386,997   297,255
Land                                                         58,098    46,015
Financial assets                                             26,735    73,640
Deferred tax assets                                          21,278    15,012
Total non-current assets                                    506,936   444,659
Current assets                                                               
Inventories                                                  18,393    16,709
Biological assets                                             3,338     3,087
Trade and other receivables                                  31,312    28,254
Current tax asset                                               228       975
Cash and cash equivalents                                    38,837    14,195
Total current assets                                         92,108    63,220
Assets classified as held for sale                                –    32,516
Total assets                                                599,044   540,395
Current liabilities                                                          
Trade and other payables                                   (44,715)  (27,834)
Current tax liabilities                                           –   (1,462)
Bank loans                                                 (20,012)  (17,413)
Sterling notes                                             (28,167)         –
Other loans and payables                                    (2,707)  (14,891)
Total current liabilities                                  (95,601)  (61,600)
Non-current liabilities                                                      
Trade and other payables                                          –  (16,841)
Bank loans                                                (114,417)  (94,361)
Sterling notes                                                    –  (40,549)
Dollar notes                                               (26,746)  (26,572)
Deferred tax liabilities                                   (47,404)  (34,888)
Other loans and payables                                   (19,897)  (15,356)
Total non-current liabilities                             (208,464) (228,567)
Liabilities directly associated with assets held for sale         –  (16,109)
Total liabilities                                         (304,065) (306,276)
Net assets                                                  294,979   234,119
                                                                             
Equity                                                                       
Share capital                                               133,590   133,590
Share premium account                                        47,374    47,374
Translation reserve                                        (26,332)  (24,416)
Retained earnings                                            69,826    63,267
                                                            224,458   219,815
Non-controlling interests                                    70,521    14,304
Total equity                                                294,979   234,119

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

 

                  Share   Share Translation Retained Subtotal        Non-    Total
                capital premium     reserve earnings          controlling   equity
                                                                interests         
                  $’000   $’000       $’000    $’000    $’000       $’000    $’000
At 1 January    133,590  47,374    (25,101)   78,042  233,905      23,625  257,530
2023
Loss for the          –       –           – (10,241) (10,241)     (7,452) (17,693)
year
Other
comprehensive         –       –         685    (405)      280        (41)      239
income / (loss)
for the year
Total
comprehensive         –       –         685 (10,646)  (9,961)     (7,493) (17,454)
income / (loss)
for the year
Reorganisation        –       –           –        –        –     (1,978)  (1,978)
of subsidiaries
Capital from
non-controlling       –       –           –        –        –         150      150
interest
Dividends to
preference            –       –           –  (4,129)  (4,129)           –  (4,129)
shareholders
At 31 December  133,590  47,374    (24,416)   63,267  219,815      14,304  234,119
2023
Profit for the        –       –           –   26,447   26,447       4,016   30,463
year
Other
comprehensive         –       –     (1,916)  (1,312)  (3,228)        (27)  (3,255)
loss for the
year
Total
comprehensive         –       –     (1,916)   25,135   23,219       3,989   27,208
(loss) / income
for the year
Reorganisation        –       –           –        –        –       (854)    (854)
of subsidiaries
Capital from
non-controlling       –       –           –        –        –      53,082   53,082
interest
Dividends to
preference            –       –           – (18,576) (18,576)           – (18,576)
shareholders
At 31 December  133,590  47,374    (26,332)   69,826  224,458      70,521  294,979
2024

 

 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

 

                                                             2024     2023
                                                            $’000    $’000
Net cash from operating activities                         31,751   29,625
                                                                          
Investing activities                                                      
Interest received                                           1,069    4,019
Proceeds on disposal of PPE                                 4,179    3,054
Purchases of intangible assets and PPE                   (34,621) (21,756)
Expenditure on land                                       (4,530)  (5,093)
Net investment stone and coal interests                   (3,610) (13,314)
Net investment sand interest                              (4,413)  (3,633)
Cash received from non-current receivables                  1,258    1,574
Cash acquired with new subsidiary                             259        –
Cash divested on disposal of group company                      –  (1,340)
Cash reclassified from / (to) asset held for sale               9    (674)
Proceeds on disposal of group company                           –    1,810
Net cash used in investing activities                    (40,400) (35,353)
                                                                          
Financing activities                                                      
Preference dividends paid                                (18,576)  (4,129)
Repayment of bank borrowings                             (36,862) (15,773)
New bank borrowings drawn                                  64,342    6,098
Sale of dollar notes held in treasury                           –    8,142
Purchase of sterling notes for cancellation              (11,606)        –
Repayment of borrowings from non-controlling shareholder (12,234)  (1,394)
New borrowings from non-controlling shareholder                 –   10,000
New equity from non-controlling interests                  53,580      150
Cost of non-controlling interest transaction              (1,078)        –
Purchase of non-controlling interest                      (2,726)  (1,575)
Repayment of lease liabilities                            (2,724)  (2,846)
Net cash from / (used in) financing activities             32,116  (1,327)
                                                                          
Cash and cash equivalents                                                 
Net increase / (decrease) in cash and cash equivalents     23,467  (7,055)
Cash and cash equivalents at beginning of year             14,195   21,914
Effect of exchange rate changes                             1,175    (664)
Cash and cash equivalents at end of year                   38,837   14,195

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of preparation

 

The consolidated financial statements and notes 1 to 22 below (together the
financial information) have been extracted without material adjustment from the
consolidated financial statements of the group for the year ended 31 December 2024
(the 2024 financial statements). The auditor has reported on those accounts; the
reports were unqualified and did not contain statements under sections 498(2) or
(3) of the Companies Act 2006 (CA 2006). Copies of the 2024 financial statements
will be filed in the near future with the Registrar of Companies. The accompanying
financial information does not constitute statutory accounts of the company within
the meaning of section 434 of the CA 2006.

 

Whilst the 2024 financial statements have been prepared in accordance with UK
adopted IFRS and with the requirements of the CA 2006, as applicable to companies
reporting under IFRS. As at the date of authorisation of those accounts the
accompanying financial information does not itself contain sufficient information
to comply with IFRS.

 

The 2024 financial statements and the accompanying financial information were
approved by the board of directors on 16 April 2024.

 
 

2. Revenue and cost of sales

 

                                           2024      2023
                                          $’000     $’000
Revenue:                                                 
Sales of palm product                   185,919   175,313
Revenue from management services            941     1,138
Sales of stone                            1,083         –
Marketing commission on sales of coal         –       271
                                        187,943   176,722
                                                         
Cost of sales:                                           
Depreciation and amortisation          (26,612)  (28,750)
Other costs                           (109,883) (113,665)
                                      (136,495) (142,415)

 
 

3. Segment information

 

The group operates in two segments: the cultivation of oil palms and stone
operation and sand interest (2023: oil palms and stone, sand and coal interests).
In 2024 the latter met the quantitative thresholds set out in IFRS 8: Operating
segments and, accordingly, analyses are provided by business segment. (In 2023 the
quantitative thresholds were not met but segmental analyses are provided as
comparatives.)

 

                                                    Segment revenue Segment profit
                                                       2024    2023    2024   2023
                                                        $’m     $’m     $’m    $’m
Plantations                                           186.8   176.4    31.9   12.4
Stone operation and sand interest (2023: stone,         1.1     0.3     0.4    0.3
sand and coal interests)
Other                                                     –       –     2.7    2.1
                                                      187.9   176.7    35.0   14.8
Interest income                                                         3.4    4.1
Reversal of provision                                                   6.6      –
Gains / (losses) on disposals of subsidiaries and                       3.0 (26.0)
similar charges
Other gains / (losses)                                                  7.3  (4.7)
Finance costs                                                        (16.4) (17.4)
Profit / (loss) before tax                                             38.9 (29.2)

 

 
4. Administrative expenses

 

                                       2024    2023
                                      $’000   $’000
Loss on disposal of PPE                 310   1,055
Indonesian operations                16,030  14,895
Head office                           3,204   3,436
                                     19,544  19,386
Amount included as additions to PPE (4,336) (2,014)
                                     15,208  17,372

 

 
5. Interest income and reversal of provision

 

                                                            2024  2023
                                                           $’000 $’000
Interest on bank deposits                                    281   851
Other interest income                                      3,088 3,240
Interest income                                            3,369 4,091
                                                                      
Reversal of provision in respect of interest on stone loan 6,622     –
                                                                      

 

Other interest income includes $2.3 million interest receivable in respect of
stone, sand and coal loans (2023: interest receivable of $3.9 million net of a
provision of $0.7 million). In 2024, interest from stone represents interest
receivable in the period prior to the borrowing company becoming a subsidiary (see
note 18).

 

The provision of $6.6 million reversed in 2024 was in respect of past interest due
from the stone concession holding company which has commenced commercial
production and sales.

 
 

 6. Gains / (losses) on disposals of subsidiaries and similar charges

 

                                                               2024     2023
                                                              $’000    $’000
Impairment of asset held for sale                                 – (23,616)
Release of impairment provision on sale of non-current assets 3,051        –
Reorganisation of subsidiaries                                    –  (2,435)
                                                              3,051 (26,051)
                                                                            

 

The impairment of asset held for sale was the effect of adjusting CDM’s assets and
liabilities to their fair value less cost to sell in line with the terms of the
potential sale of CDM to DSN.             

 

The $3.1 million release of impairment provision on the sale of non-current assets
is the amount receivable for the transfer of hectarage to plasma schemes by CDM,
the carrying value of which had been fully impaired.

 

In 2023 the reorganisation of subsidiaries is in respect of the steps taken during
2023 to simplify the structure of the group and thereby reduce administrative
costs. The REA Kaltim sub-group acquired the 5 per cent third party interests in
its previously 95 per cent held subsidiaries such that these are all now wholly
owned by REA Kaltim. Concurrently, two subsidiaries, KKP and KKS, in the latter
case with its subsidiary, PBA, were divested. The acquisition of the former 5 per
cent third party interests in subsidiaries of REA Kaltim was made possible by a
2021 change in the Indonesian regulations which abolished a previous requirement
for 5 per cent local ownership of all Indonesian companies engaged in oil palm
cultivation. The $2.4 million cost in 2023 comprises the $0.6 million write down
of a loan to a third party interest, a $0.7 million reclassification of foreign
exchange differences on the divestment of KKP, a loss on the sale of KKS and PBJ2
of $0.1 million and $1.0 million provision in respect of indemnities given in
connection with that sale.

 
 

7. Other gains / (losses)

 

                                                                      2024    2023
                                                                     $’000   $’000
Change in value of sterling notes arising from exchange fluctuations   265 (2,199)
Change in value of other monetary assets and liabilities arising     6,350 (2,042)
from exchange fluctuations
Gain on acquisition of sterling notes for cancellation                 702       –
Loss on sale of dollar notes held in treasury                            –   (428)
                                                                     7,317 (4,669)
                                                                                  

 

 
8. Finance costs

 

                                         2024    2023
                                        $’000   $’000
Interest on bank loans and overdrafts   9,240   9,623
Interest on dollar notes                2,028   1,708
Interest on sterling notes              3,231   3,412
Interest on other loans                 1,086   1,319
Interest on lease liabilities             374     529
Other finance charges                   3,136   1,961
                                       19,095  18,552
Amount included as additions to PPE   (2,665) (1,092)
                                       16,430  17,460

 

Other finance charges comprise bank charges and fees and amortised bank loan and
loan note issue expenses.

 

Amounts included as additions to PPE arose on borrowings applicable to the
Indonesian operations and reflected a capitalisation rate of 17.1 per cent (2023:
7.0 per cent). There is no directly related tax relief.

 
 

9. Tax

 

                                        2024     2023
                                       $’000    $’000
Current tax:                                         
UK corporation tax                         –        –
Overseas withholding tax                 696    1,097
Foreign tax                            6,883    4,271
Foreign tax – prior year               (536)      317
Total current tax charge               7,043    5,685
                                                     
Deferred tax:                                        
Current year                           3,079 (18,593)
Prior year                           (1,688)    1,356
Total deferred tax charge / (credit)   1,391 (17,237)
                                                     
Total tax charge / (credit)            8,434 (11,552)

 

Taxation is provided at the rates prevailing for the relevant jurisdiction. For
Indonesia, the current and deferred taxation provision is based on a tax rate of
22 per cent (2023: 22 per cent) and for the UK, the taxation provision reflects a
corporation tax rate of 25 per cent (2023: 23.5 per cent) and a deferred tax rate
of 25 per cent (2023: 25 per cent).

 
 

10. Dividends

 

                                                                  2024  2023
                                                                 $’000 $’000
Amounts recognised as distributions to preference shareholders:             
Dividends on 9 per cent cumulative preference shares            18,576 4,129

 

All arrears of dividend outstanding on the company's preference shares (amounting
in aggregate to 11.5p per preference share as at 31 December 2023) were discharged
in April 2024 and the fixed semi-annual dividends that fell due on the preference
shares in June 2024 and December 2024 were paid on their due dates.

 

While the dividends on the preference shares were more than six months in arrear,
the company was not permitted to pay dividends on its ordinary shares but with the
payment in full of the outstanding arrears of preference dividend that is no
longer the case. Nevertheless, in view of the group's current level of net debt,
no dividend in respect of the ordinary shares has been paid or is proposed in
respect of 2024.

 
 

11. Profit / (loss) per ordinary share

 

                                                                     2024     2023
                                                                    $’000    $’000
Profit / (loss) attributable to equity shareholders                26,447 (10,241)
Preference dividends paid relating to current year                (8,172)  (4,129)
Profit / (loss) for the purpose of calculating profit / (loss)     18,275 (14,370)
per share
                                                                                  
                                                                     ’000     ’000
Weighted average number of ordinary shares for the purpose of:                    
Basic profit / (loss) per share                                    43,964   43,964
Diluted profit / (loss) per share                                  43,964   43,964
                                                                                  

 

The warrants (see note 35 of the annual report) are non-dilutive in 2024 as the
average share price was below the exercise price.

 
 

12. Property, plant and equipment

 

                       Plantings Mining  Buildings    Plant, Construction    Total
                                 assets        and equipment  in progress         
                                        structures       and                      
                                                    vehicles
                           $’000  $’000      $’000     $’000        $’000    $’000
Cost:                                                                             
At 1 January 2023        176,547      –    255,293   130,177       13,168  575,185
Additions                  4,141      –      6,731     4,578        6,826   22,276
Reclassifications and          –      –      7,844     9,187     (17,031)        –
adjustments
Disposals                (4,511)      –    (3,102)   (1,322)            –  (8,935)
Divested on sale of        (176)      –      (330)      (31)            –    (537)
subsidiary
Transferred to assets   (18,090)      –   (37,154)   (1,055)         (76) (56,375)
held for sale
At 31 December 2023      157,911      –    229,282   141,534        2,887  531,614
Additions                  7,315  1,059     15,090     2,066        7,801   33,331
Reclassifications and          –  1,330      2,220       124      (3,674)        –
adjustments
Disposals                (6,906)      –    (7,740)   (3,545)            – (18,191)
Acquired with new              – 66,841          –     1,602          153   68,596
subsidiary
Transferred from          18,092      –     35,435     1,099           88   54,714
assets held for sale
At 31 December 2024      176,412 69,230    274,287   142,880        7,255  670,064
                                                                                  
Accumulated                                                                       
depreciation:
At 1 January 2023         76,011      –     66,601    78,545            –  221,157
Charge for year            9,586      –      8,111    10,679            –   28,376
Disposals                (2,705)      –      (872)   (1,249)            –  (4,826)
Divested on sale of          (7)      –       (10)      (31)            –     (48)
subsidiary
Transferred to assets    (3,705)      –    (5,858)     (737)            – (10,300)
held for sale
At 31 December 2023       79,180      –     67,972    87,207            –  234,359
Charge for year            8,510      –      7,303    10,413            –   26,226
Disposals                (5,248)      –    (5,012)   (1,850)            – (12,110)
Release of impairment    (1,007)      –    (2,044)         –            –  (3,051)
Acquired with new              –      –          –       164            –      164
subsidiary
Transferred from          13,946      –     22,728       805            –   37,479
assets held for sale
At 31 December 2024       95,381      –     90,947    96,739            –  283,067
 
                                                                                  
 
Carrying amount:                                                                  
At 31 December 2024       81,031 69,230    183,340    46,141        7,255  386,997
At 31 December 2023       78,731      –    161,310    54,327        2,887  297,255

 

The depreciation charge for the year includes $376,000 (2023: $144,000) which has
been capitalised as part of additions to plantings and buildings and structures.

 

At the balance sheet date, the group had entered into $3.7 million contractual
commitments for the acquisition of PPE (2023: nil).

 

At the balance sheet date, PPE of $131.8 million (2023: $118.1 million) had been
charged as security for bank loans (see note 15).

 

Additions to PPE include $187,000 of ROU assets which are not included in
purchases of PPE within the consolidated cash flow statement.

 
 

13. Land

 

                                        2024    2023
                                       $’000   $’000
Cost:                                               
Beginning of year                     48,832  48,648
Additions                              4,530   5,093
Acquired with new subsidiary           3,086       –
Transferred from assets held for sale  4,467       –
Transferred to assets held for sale        – (4,909)
End of year                           60,915  48,832
                                                    
Accumulated amortisation:                           
Beginning of year                      2,817   3,681
Transferred to assets held for sale        –   (864)
End of year                            2,817   2,817
                                                    
Carrying amount:                                    
End of year                           58,098  46,015
Beginning of year                     46,015  44,967

 

Balances classified as land represent amounts invested in land utilised for the
purpose of the plantation and stone operations in Indonesia.

 

There are two types of plantations cost, one relating to the acquisition of HGUs
and the other relating to the acquisition of Izin Lokasi.

 

At 31 December 2024, certificates of HGU had been obtained in respect of areas
covering 63,617 hectares (2023: 63,617 hectares). An HGU is effectively a
government certification entitling the holder to utilise the land for agricultural
and related purposes. Retention of an HGU is subject to payment of annual land
taxes in accordance with prevailing tax regulations. HGUs are normally granted for
periods of up to 35 years and are renewable on expiry of such term.

 

The other cost relates to the acquisition of Izin Lokasi, each of which is an
allocation of Indonesian state land granted by the Indonesian local authority
responsible for administering the land area to which the allocation relates. Such
allocations are preliminary to the process of fully titling an area of land and
obtaining an HGU in respect of it. Izin Lokasi are normally valid for periods of
between one and three years but may be extended if steps have been taken towards
obtaining full titles.

 

Stone operation land includes the costs of acquiring licences and permits together
with making compensation payments to traditional users of such land. The principal
licences are IUPs (mining licences) and IPPKH (additional permits granted to IUP
holders operating in a forest area). These licences are granted for periods of 5
years, renewable subject to the fulfilment of certain conditions.

 

At the balance sheet date, land titles of $36.9 million (2023: $30.9 million) had
been charged as security for bank loans (see note 15).

 
 

14. Financial assets

 

                                            2024    2023
                                           $’000   $’000
Stone interest                                 –  44,681
Sand interest                              8,405   3,633
Coal interests                             3,478  11,835
Provision against loan to coal interests (2,550) (2,550)
                                           9,333  57,599
                                                        
Plasma advances                           15,406  12,788
Other non-current receivables              1,996   3,253
                                          17,402  16,041
                                                        
Total financial assets                    26,735  73,640

 

Pursuant to the arrangements concluded some years ago between the group and its
local partners, the company’s subsidiary, KCC, had the right, subject to
satisfaction of local regulatory requirements, to acquire, at original cost, 95
per cent ownership of two Indonesian companies that directly, and through an
Indonesian subsidiary of one of those companies, own rights in respect of certain
stone and coal concessions in East Kalimantan Indonesia. Until recently local
regulatory requirements precluded the exercise of such rights but following new
legislation that position has changed.

 

Accordingly in 2024 the group implemented the original agreement under which it
had the right to acquire majority ownership of the stone concession holding
company, albeit that formal registration of its ownership remains subject to final
completion of Indonesian regulatory requirements. Pending completion of the
formalities of the ownership structure, the stone concession holding company is
being managed and controlled by the group. At 1 July 2024 $65.3 million loans owed
by and guaranteed by the stone concession holding company to the group have been
treated as intercompany and are eliminated on consolidation (see note 37 of the
annual report).

 

Following the identification of quartz sand deposits lying in the overburden
within the concession area held by one coal concession holding company the group,
in 2022, concluded agreements with the company holding the rights to mine such
sand deposits. The latter company is a separate legal entity from the coal
concession holding company in question because sand mining and coal mining in
Indonesia are subject to separate licencing arrangements and a coal mining licence
does not entitle the holder of such licence to mine sand. Pursuant to its
agreements with the sand concession holding company,  the group has made loans to
finance the pre-production costs of that company. The agreements provided that,
once all licences necessary for mining had been secured, the group would subscribe
new shares in the sand concession holding company so as to provide it with a 49
per cent participation in the company. This agreement remains in place but the
group now expects to increase the number of shares that it will subscribe, so as
to hold a 95 per cent controlling interest once the sand concession holding
company has been brought into commercial operation.

 

Concurrently with the agreement to acquire the stone concession holding company,
the group relinquished its rights to acquire interests in the coal concession
holding companies on terms that the ownership of the company with mining rights
overlapping those of the sand concession holding company would be transferred to
that company. The stone concession holding company had previously guaranteed the
loans to the second coal concession holding company and the group will now rely on
that guarantee for recovery of the loans going forward.

 

Included within the stone and coal interest balances in 2023 is past interest due
of $11.8 million net of a provision of $9.7 million. This interest, due from the
stone concession holding company and the second coal concession holding company
was provided against due to the creditworthiness of the applicable concession
holding companies. The $6.6 million provision relating to the stone concession
holding company has now been reversed as that company has commenced commercial
production and sales (see note 5).

 

Plasma advances are discussed under Credit risk in note 26 of the annual report.

 

Other non-current receivables is a participation advance to a third party formerly
holding a 5 per cent non-controlling interests in a group subsidiary. $1.2 million
was repaid during the year on the purchase of the non-controlling interest in the
applicable subsidiary.

 
 

15. Bank loans

 

                                              2024    2023
                                             $’000   $’000
Bank loans                                 134,429 111,774
                                                          
The bank loans are repayable as follows:                  
On demand or within one year                20,012  17,413
Between one and two years                   19,348  16,662
Between two and five years                  56,489  58,684
After five years                            38,580  19,015
                                           134,429 111,774
                                                          
Amount due for settlement within 12 months  20,012  17,413
Amount due for settlement after 12 months  114,417  94,361
                                           134,429 111,774
                                                          

 

All bank loans are denominated in rupiah and are stated above net of unamortised
issuance costs of $2.3 million (2023: $3.8 million). The bank loans repayable
within one year include $2.8 million drawings under working capital facilities
(2023: $2.9 million and $6.1 million short term revolving borrowings secured
against blocked cash (see note 25 of the annual report).

 

The interest rate on the bank loans and working capital facilities at 31 December
2024 is 8.25 per cent (2023: 8.0 per cent) except for the loan to CDM on which the
rate is 8.5 per cent (2023: not applicable). The short term revolving borrowings
have an interest rate of 0.5 per cent above the deposit interest rate applicable
to the blocked cash deposits. The weighted average interest rate on all bank
borrowings for 2024 was 8.3 per cent (2023: 7.7 per cent).

 

The gross bank loans of $136.8 million (2023: $115.6 million) are secured on
certain land titles, PPE, biological assets and cash assets held by REA Kaltim,
SYB, KMS and CDM having an aggregate book value of $177.5 million (2023: $158.1
million), and are the subject of an unsecured guarantee by the company. The banks
are entitled to have recourse to their security on usual banking terms.

 

REA Kaltim, SYB, KMS and CDM have agreed certain financial covenants under the
terms of the bank facilities relating to debt service coverage, debt equity ratio,
EBITDA margin and the maintenance of positive net income and positive equity; such
covenants are tested annually upon delivery to Bank Mandiri of the audited
financial statements in respect of each year by reference to the consolidated
results for that year, and consolidated closing financial position as at the year
end, of REA Kaltim and its subsidiaries. The covenants have been complied with for
2024. Prior to 2024 each company was tested on a stand alone basis. In 2023 Bank
Mandiri waived the testing requirement as regards REA Kaltim's maintenance of
positive net income and the testing requirements as regards SYB's debt service
coverage, gross margin and the maintenance of positive net income.

 

Under the terms of their bank facilities, certain plantation subsidiaries are
restricted to an extent in the payment of interest on borrowings from, and on the
payment of dividends to, other group companies. The directors do not believe that
the applicable covenants will affect the ability of the company to meet its cash
obligations.

 

At the balance sheet date, the group had undrawn rupiah denominated facilities of
$5.5 million (2023: nil).

 
 

16. Sterling notes

 

The sterling notes at 31 December 2024 comprised £21.7 million nominal of 8.75 per
cent guaranteed 2025 sterling notes (2023: £30.9 million nominal) issued by the
company’s subsidiary, REA Finance B.V.. The movement during the year resulted from
the purchase in October and December 2024 of £9.2 million nominal of notes for
cancellation.

 

The outstanding sterling notes are due for repayment on 31 August 2025. A premium
of 4p per £1 nominal of sterling notes will be paid on redemption of the sterling
notes on 31 August 2025 (or earlier in the event of default) or on surrender of
the sterling notes in satisfaction, in whole or in part, of the subscription price
payable on exercise of the warrants held by sterling note holders (see note 35 of
the annual report) on or before the final subscription date (namely 15 July 2025).

 

The sterling notes are guaranteed by the company and another wholly owned
subsidiary of the company, REAS, and are secured principally on unsecured loans
made by REAS to an Indonesian plantation operating subsidiary of the company.

 

The repayment obligation in respect of the sterling notes of £21.7 million ($27.1
million) is carried on the balance sheet at $28.2 million (2023: $40.5 million)
which includes the amortised premium to date.

 
 

17. Other loans and payables

 

                                                                 2024   2023
                                                                $’000  $’000
Indonesian retirement benefit obligations                       9,572  9,098
Lease liabilities                                               3,546  5,929
Loans from non-controlling shareholder                          8,750 13,484
Payable under settlement agreement                                736  1,736
                                                               22,604 30,247
                                                                            
Repayable as follows:                                                       
On demand or within one year (shown under current liabilities)  2,707 14,891
                                                                            
Between one and two years                                       1,898  4,326
Between two and five years                                      9,728  2,979
After five years                                                8,271  8,051
Amount due for settlement after 12 months                      19,897 15,356
                                                                            
                                                               22,604 30,247
                                                                            

 

Loan from non-controlling shareholder comprises an $8.7 million interest bearing
loan repayable in equal instalments over the period from January 2027 to January
2030 (2023: a $3.5 million interest bearing loan repayable in equal instalments up
to June 2026, plus a $10.0 million pre-closing loan in connection with the DSN
share subscription agreement which was repaid on completion of the share
subscription transaction).

 

The directors estimate that the fair value of other loans and payables
approximates their carrying value.

 
 

18. Acquisition of subsidiary (ATP)

 

As previously discussed (see note 14), pending completion of the formalities of
the ownership structure, the stone concession holding company (ATP) is being
managed and controlled by the group and has therefore been consolidated from 1
July 2024. No consideration was paid in 2024, and it is expected to be minimal
with no transaction costs. In line with the provisions of IFRS 3, management have
12 months to finalise the acquisition accounts for ATP and accordingly, the
amounts included in these financial statements are provisional.

 

The net assets of this subsidiary at the date of acquisition were as follows:

 

                           2024
                          $’000
PPE                      68,432
Land                      3,086
Deferred tax asset        3,901
Current assets            7,679
Cash                        259
                         83,357
Current liabilities     (7,290)
Deferred tax liability (10,797)
Loans from group       (65,270)
Total net assets              –
                               

 

The assets and liabilities were valued at fair value at the date of acquisition of
control (see note 3 of the annual report). This resulted in a fair value
adjustment of $58.9 million which was applied to the mining assets acquired
(included within PPE), the book value of the other assets and liabilities being
considered to be their fair values. At acquisition the non-controlling interest of
5 per cent amounts to $nil.

 
 

19. Movement in net borrowings

 

                                                                    2024      2023
                                                                   $’000     $’000
Change in net borrowings resulting from cash flows:                               
Increase / (decrease) in cash and cash equivalents, after         24,642   (7,719)
exchange rate effects
Net (increase) / decrease in bank borrowings                    (27,480)     9,675
Purchase of sterling notes for cancellation                       11,606         –
Dollar notes held in treasury                                          –   (8,142)
Decrease / (increase) in borrowings from non-controlling          12,234   (8,606)
shareholder
Transfer of borrowings to assets held for sale                         –    10,641
Transfer of borrowings from assets held for sale                 (7,401)         –
                                                                  13,601   (4,151)
Amortisation of sterling note issue expenses and premium             566     (188)
Loss on disposal of dollar notes held in treasury                      –     (428)
Amortisation of dollar note issue expenses                         (174)     (160)
Amortisation of bank loan expenses                               (1,884)   (1,266)
                                                                  12,109   (6,193)
Currency translation differences                                   6,821   (5,262)
Net borrowings at beginning of year                            (178,184) (166,729)
Net borrowings at end of year                                  (159,254) (178,184)

 

20. Related party transactions

 

Transactions between the company and its subsidiaries, which are related parties,
have been eliminated on consolidation and are not disclosed in this note.
Transactions between the company and its subsidiaries are dealt with in the
company’s individual financial statements.

 

Remuneration of key management personnel

 

The remuneration of the directors, who are the key management personnel of the
group, is set out below in aggregate for each of the categories specified in IAS
24: Related party disclosures. Further information about the remuneration of, and
fees paid in respect of services provided by, individual directors is provided in
the audited part of the Directors’ remuneration report in the annual report.

 

                     2024  2023
                    $’000 $’000
Short term benefits 1,283 1,222

 

21. Rates of exchange

 

                                  2024    2024    2023    2023
                               Closing Average Closing Average
Indonesian rupiah to US dollar  16,162  15,906  15,416  15,219
US dollar to pounds sterling    1.2529  1.2783  1.2747  1.2471
                                                              

 

22. Events after the reporting period

 

There have been no material post balance sheet events that would require
disclosure in, or adjustment to, these financial statements.

 

 

 

 

References to group operating companies in Indonesia are as listed under the map
on page 5 of the annual report.

 

The terms FFB, CPO and CPKO mean, respectively, fresh fruit bunches, crude palm
oil and crude palm kernel oil.

 

References to dollars and $ are to the lawful currency of the United States of
America.

 

References to rupiah and Rp are to the lawful currency of Indonesia.

 

References to sterling, pounds sterling and £ are to the lawful currency of the
United Kingdom.

 

Other terms are listed in the glossary of the annual report.

 

 

 

 

Press enquiries to:

R.E.A. Holdings plc

Tel: 020 7436 7877

══════════════════════════════════════════════════════════════════════════════════

Dissemination of a Regulatory Announcement that contains inside information in
accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════════════

   ISIN:          GB0002349065
   Category Code: ACS
   TIDM:          RE.
   LEI Code:      213800YXL94R94RYG150
   Sequence No.:  383331
   EQS News ID:   2119584


    
   End of Announcement EQS News Service

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