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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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