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REG-R.E.A. Holdings plc R.E.A. Holdings plc: Annual report in respect of 2025

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R.E.A. Holdings plc (RE)
R.E.A. Holdings plc: Annual report in respect of 2025

22-Apr-2026 / 07:00 GMT/BST

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

 

ANNUAL FINANCIAL REPORT 2025

 

The company's annual report for the year ended 31 December 2025 (including notice
of the AGM to be held on 10 June 2026) (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

 

•  Successful completion of initiatives improving the group’s financial position,
including CDM sale

•  Increased profitability in the core agricultural operations

 

Financial

 

•  Revenue increased 3.7 per cent to $194.9 million (2024: $187.9 million), with
higher average selling prices offsetting lower CPO sales volumes

•  Average selling prices for CPO up 4.2 per cent at $853 per tonne (2024: $819 per
tonne) and for CPKO up 48.9 per cent at $1,629 per tonne (2024: $1,094 per tonne)

•  EBITDA up 9.5 per cent to $67.4 million (2024: $61.6 million) reflecting higher
selling prices

•  Profit before tax of $24.0 million, after net non-routine losses of $3.8 million
(2024: $38.9 million, after net non-routine gains of $17.0 million)

•  Net indebtedness reduced by $7.0 million to $152.3 million at 31 December 2025
(31 December 2024: $159.3 million) with an improved maturity profile

•  Indonesian bank loans repackaged and increased, partially refinancing maturing
indebtedness

•  Redemption in August 2025 of the outstanding £21.4 million nominal of sterling
notes at 104 per cent

•  Redemption of not less than $17.6 million nominal of the outstanding $27.0
million dollar notes postponed from 30 June 2026 to 31 December 2028

 

Agricultural operations

 

•  FFB harvested by the continuing group (ex CDM) 620,508 tonnes (2024: 636,826
tonnes) from mature hectarage again reduced by replanting

•  CPO extraction rate maintained above 22 per cent

•  Oil losses consistently better than industry standards

 

Stone and sand operations

 

•  ATP stone moving into production and confirming contracts for some 1 million
tonnes in 2026–2027

•  Sand washing plant upgraded to improve the purity and increase sales potential
of the silica sand; evidence of good demand

•  Both ATP and MCU now under direct control of the group

 

Sustainability and climate

 

•  100 per cent of the group’s own plantations now RSPO certified

•  ZSL SPOTT score improved to 97.1 per cent (2024: 91.5 per cent), ranking REA
second out of 100 companies assessed

•  NDPE verification assessed the group’s supply base as ‘delivering’ 100 per cent
and fully compliant with NDPE commitments

•  Programmes to promote sustainable development and climate action for both the
group and smallholders continuing to expand

 

Outlook

 

•  Steady increase in crops and extraction rates expected as immature areas coming
into production substitute for replanted mature areas

•  Current CPO prices comfortably above 2025 average level with supply and demand
balance for CPO maintaining prices at rewarding levels; effects of the Middle East
conflict likely to underpin prices

•  Continuing replanting and extension planting programme improving the quality and
lowering the average age of the group's estates

•  Outlook encouraging for increasing returns from the agricultural operations,
augmented by contributions from stone and silica sand

 

 

CHAIRMAN'S STATEMENT

 

Operating profit for 2025 was 15.2 per cent higher than in the previous year at
$40.3 million (2024: $35.0 million). Higher sales prices for both CPO and CPKO more
than offset both the reduction in mature hectarage available for harvesting and the
delays in cropping and crop ripening resulting from unseasonal climate conditions
in the second half of the year.

 

Total revenue for the year, including sales of stone, was 3.7 per cent higher than
in 2024 at $194.9 million (2024: $187.9 million). EBITDA was up 9.5 per cent at
$67.4 million (2024: $61.6 million).

 

FFB harvested during the year totalled 620,508 tonnes (excluding CDM), 16,318
tonnes lower than in 2024 reflecting the reduction of mature plantings due to the
ongoing replanting programme. Additionally, the sale in mid 2025 of the subsidiary
company CDM reduced harvested crop year on year by 34,520. High rainfall during the
year also resulted in lower than expected crop levels during the second half of
2025.

 

Mill operations continued to operate satisfactorily through the year, with oil
losses again remaining better than industry standards. Extraction rates were again
at respectable levels, notwithstanding the impact on fruit quality caused by
adverse weather conditions. Production of CPO, CPKO and palm kernels totalled,
respectively, 189,215 tonnes (2024: 190,235 tonnes), 17,461 tonnes (2024: 18,086
tonnes) and 43,798 tonnes (2024: 44,286 tonnes).

 

Replanting during the year continued on schedule with approximately 1,400 hectares
completed, whilst extension planting at PU totalled approximately 800 hectares.
Both programmes are planned to continue through 2026 and beyond, but new plantings
are expected to be undertaken at a slower pace with a target programme of 700
hectares against the 1,000 hectares originally planned.

 

The group remains committed to ensuring that sustainability remains at the centre
of all areas of activity. Following the sale of the subsidiary CDM, 100 per cent of
the group’s plantations are now RSPO certified and all three mills have retained
their certification. The group continues to encourage and assist smallholders in
achieving RSPO certification and EU regulatory compliance. A number of new
programmes were launched during the year to support independent smallholders in
this endeavour, with the group providing training and facilitating the building of
long-term partnerships.

 

The group’s status as a leading sustainable palm oil producer was reinforced by the
achievement of a ZSL SPOTT score of 97.1 per cent (2024: 91.5 per cent), ranking
the group second out of the 100 companies assessed.

 

The anticipated scaling up of the development and commercialisation of the group’s
stone operation was hampered by adverse weather conditions in the first half of the
year. Blasting commenced in September and the production capacity has steadily
increased. Crushed stone production totalled some 187,000 tonnes during the year,
of which some 104,000 tonnes were sold to third parties, the balance being utilised
by the group for road hardening. Demand for stone from neighbouring coal companies
remains strong but actual offtake to date has been slower than originally
anticipated largely due to regulatory factors.

 

The upgraded sand washing plant that was installed during 2025 is now being
commissioned. The enhancements to the plant are designed to improve the purity of
the silica sand produced and increase its sales potential. Demand for silica sand
appears to be strong and, if translated into firm orders, the sand operation will
be well placed to move rapidly to large scale production.

 

CPO and CPKO prices, CIF Rotterdam remained consistently above $1,000 per tonne and
$1,500 per tonne respectively, largely as a consequence of generally slower growth
in production and increased demand. The Indonesian government’s B40 (40 per cent
biofuel diesel blend) mandatory requirement, introduced in January 2025, added to
this demand. The CIF Rotterdam prices currently stand at $1,555 per tonne for CPO
and $2,220 per tonne for CPKO. The average selling prices for the group’s CPO and
CPKO during 2025, including premia for oil with certified sustainability
credentials, net of export duty and levy, adjusted to FOB Samarinda were,
respectively, $853 per tonne (2024: $819 per tonne) and $1,629 per tonne (2024:
$1,094 per tonne).

 

Profit before tax for 2025 amounted to $24.0 million compared with $38.9 million in
2024. Excluding the losses and gains on the disposal of subsidiaries and similar
charges, foreign exchange movements and other non-routine items, profit before tax
would have amounted to $27.8 million comfortably ahead of the $21.9 million
equivalent in 2024. Cost of sales for 2025 totalled $136.5 million, unchanged from
2024, and administrative expenses were also broadly in line with those of the
previous year. Losses on the disposal of subsidiaries comprised a $5.7 million loss
on the sale of CDM and a $0.6 million loss on the dissolution of REAF. Other gains
and losses during the year related to exchange movements on borrowings. Finance
costs for 2025 amounted to $13.4 million (2024: $16.4 million), the decrease being
principally a result of the lower average level of borrowings during the year.

 

The semi-annual dividends arising on the preference shares in June and December
were paid on their due dates.

 

Several initiatives to improve the group’s financial position were undertaken
during the year. In addition to the sale of CDM, a number of existing loan
facilities provided by Bank Mandiri were repackaged and increased with extended
final maturities. New loan facilities were also arranged to fund a proportion of
the costs of extension planting at PU and the replanting programme at REA Kaltim.

 

In August 2025, the group redeemed the outstanding £21.4 million nominal of
sterling loan notes. Later in the year, arrangements were agreed to extend the
redemption date from June 2026 to December 2028 of not less than $17.6 million
nominal of dollar loan notes.

 

As a result, total group net indebtedness at 31 December 2025 was $152.3 million,
$7.0 million lower than at 31 December 2024 and with a more extended maturity
profile. It remains the group’s intention to reduce net debt as prudently and
quickly as possible. Nevertheless, debt reduction needs to be balanced with the
requirements of both maintaining and enhancing operations.

 

As reported previously, the Indonesian government initiated a review during 2025 of
regulatory compliance by the Indonesian oil palm industry. The inspection of the
group’s operations, conducted as part of this review, did not identify any areas of
non-compliance within the group’s own oil palm plantings. However, three small
areas, owned by local cooperatives and smallholders but managed by the group, were
subject to further investigation. The group does not believe that it should have
any liability in relation to these areas. As far as is known, there will be no
further assessments of the group pursuant to the Indonesian government’s review of
regulatory compliance by oil palm companies. Nevertheless, given this highlighted
focus on regulatory compliance, the group intends to proceed earlier than
originally planned with the renewal of its land titles that are due to expire
between 2028 and 2029. Concurrently, the group is also reviewing or formalising
other key titles.

 

Looking ahead, harvested crops should steadily increase as immature areas coming
into production begin to more than substitute for crops lost as a result of
replanting. Oil extraction rates can also be expected to improve as those younger
areas mature.

 

The increasingly tight balance between supply and demand experienced in recent
months coupled with the knock on effects of rising petroleum oil prices following
the conflict in the Middle East have caused CPO prices, adjusted to FOB Samarinda,
to rise to above $900 per tonne and are likely to maintain CPO prices at rewarding
levels for quite a while. However, this conflict is also likely to cause a
significant increase in the cost of fuel and fertiliser. As a consequence, the
group will adopt a prudent approach to incurring capital expenditure in 2026. As
stated earlier, the extension planting programme has been scaled back by some 30
per cent and purchases of capital equipment that are not time critical will be
deferred.

While the offtake of crushed stone was slower than expected during 2025, the group
is confirming contracts for delivery of in excess of 1 million tonnes during 2026
and 2027 which should make a significant contribution to group revenues. This
contribution should be progressively augmented by sales of silica sand for which
demand appears to be strong.

 

With the prospect of CPO and CPKO prices remaining at current or better levels,
notwithstanding probable higher fuel and fertiliser costs, and with the addition of
significant contributions from stone and silica sand sales, the outlook is
encouraging.

 

Following on from the changes to the board of directors in early 2026, three of the
company’s longest serving non-executive directors, John Oakley, Michael St.
Clair-George and Richard Robinow will retire at the conclusion of the annual
general meeting to be held in June 2026. On behalf of the board, I would like to
express our sincere appreciation and thanks to all of them.

 

John joined the company in 1983, was appointed managing director in 2002, and
following his retirement from that position in 2016, remained on the board as a
non-executive director. Michael joined the board in 2016 as a non-executive
director and subsequently was appointed as the senior independent director and
chairman of the audit committee.

 

Richard was instrumental in shaping the current REA group at the end of the 1980s,
laying the foundation for the company’s first oil palm operations in 1992. An
astute investor with a flair for commercial opportunity, coupled with a keen sense
of responsibility, Richard has consistently driven REA’s growth and developed the
operations to create an enduring legacy that will benefit generations to come. A
truly outstanding accomplishment.

 

David J BLACKETT

Chairman

 

 

DIVIDENDS

 

The fixed semi-annual dividends that fell due on the preference shares in June 2025
and December 2025 were paid on their due dates. 2024 payments included arrears of
dividend which amounted in aggregate to 11.5p per preference share as at 31
December 2023.

 

 

ANNUAL GENERAL MEETING

 

The sixty sixth 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 10 June 2026 at 10.00 am.

 

Attendance

 

To help manage the number of people in attendance, it is requested that only
shareholders or their duly nominated proxies or corporate representatives attend
the AGM in person. Anyone who is not a shareholder or a duly nominated proxy or
corporate representative of a shareholder should not attend the AGM unless
arrangements have been made in advance with the company secretary by emailing
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
www.investorcentre.co.uk/eproxy (and so that the appointment is received by the
service by no later than 10.00 a.m. on 8 June 2026);

 

(ii) via the CREST electronic proxy appointment service;

 

(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 a.m. on 8 June 2026; or

 

(iv)  in the case of an institutional investor, by using the Proxymity platform
(for more information see Notice).

 

The company will publish updates, if any, about the meeting at
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
updates.

 

The directors and the chairman of the AGM, and any person so authorised by the
directors, reserve the right, as set out in article 67 in the company’s articles of
association, to take such action as they think fit for securing the safety of
people at the AGM and promoting the orderly conduct of business at the meeting.

 

 

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 measures taken by the group to address sustainability
matters as respects the agricultural operations are described in more detail in
Climate-related risks and opportunities below. This does not include information as
respects the stone and sand operations due to the low level of these operations
during 2025 and to date. The stone (ATP) and sand (MCU) companies became group
companies in, respectively, July 2024 and August 2025 as described in the Strategic
report under Stone and sand operations in the annual report. The group expects to
report on these matters for both ATP and MCU from 2026 onwards.

 

Geopolitical 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 standard
Failure to achieve optimal  crop resulting in loss   operating practices designed
upkeep standards            of potential revenue     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 limit
                            loss of potential        pests and diseases
                            revenue
Other operational factors
                            Disruption of            The group maintains stocks of
                            operations, including an necessary inputs to provide
                            inability to collect     resilience and has established
Shortages of necessary      harvested crop,          biogas plants to improve its
inputs to the operations,   resulting in a loss of   self-reliance in relation to
such as fuel and fertiliser potential revenue or     fuel. Construction of a
                            increased input costs    further biogas plant in due
                            leading to reduced       course would increase
                            profit margins           self-reliance and reduce costs
                                                     as well as GHG emissions
                                                     The group endeavours to employ
                                                     a sufficient complement of
                            FFB crops becoming       harvesters within its
                            rotten or over ripe      workforce to harvest expected
                            leading either to a loss crops, to provide its
High levels of rainfall or  of CPO production (and   transport fleet with
other factors restricting   hence potential revenue) sufficient capacity to collect
or preventing harvesting,   or to the production of  expected crops under likely
collection or processing of CPO that has an above    weather conditions and to
FFB crops                   average free fatty acid  maintain resilience in its
                            content and is saleable  palm oil mills with each of
                            only at a discount to    the mills operating separately
                            normal market prices     and some ability 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 by
in collection of CPO and    processing with a        the group’s fleet of barges,
CPKO from the transhipment  resultant loss of crop   have hitherto always proved
terminal                    and consequential loss   adequate to meet the group’s
                            of potential revenue     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 risks
through fire or other       Material loss of         that can be economically
perils), for which          potential revenues or    insured and mitigates
insurance cover is either   claims against the group uninsured risks to the extent
not available or is                                  reasonably feasible by
considered                                           management practices
disproportionately
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          in cash flow             of such crops can reduce or
geopolitical uncertainties,                          increase their production
levels of inflation and                              within a relatively short time
interest rates                                       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
Restriction on sale of the                           occasions, placed temporary
group’s CPO and CPKO at                              restrictions on the export of
world market prices         Reduced revenue from the CPO and CPKO; several such
including restrictions on   sale of CPO and CPKO and measures were introduced in
Indonesian exports of palm  a consequent reduction   2022 in response to generally
products and imposition of  in cash flow             rising prices precipitated by
high export charges                                  the 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,
                            prices for CPO and CPKO  tariffs or taxes on CPO or
Disruption of world markets if arbitrage between     CPKO in one area can be
for CPO and CPKO by the     markets for competing    expected to result in greater
imposition of import        vegetable oils proves    consumption of alternative
controls, tariffs or taxes  insufficient to          vegetable oils within that
in consuming countries      compensate for the       area and the substitution
                            market disruption        outside that area of CPO and
                            created                  CPKO for other vegetable oils
Expansion
                                                     The group holds sufficient
                                                     fully titled or allocated land
                                                     areas suitable for planting to
                            Inability to complete,   enable it to complete its
Failure to secure in full,  or delays in completing, immediately planned extension
or delays in securing, the  the planned extension    planting. It works
land or funding required    planting programme with  continuously to maintain
for the group’s planned     a consequential          permits for the planting of
extension planting          reduction in the group’s these areas and aims to manage
programme                   prospective growth       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 to
operations to meet the                               ensure that it meets its
standards expected of them  Reputational and         obligations, monitors
as a large employer of      financial damage         performance against those
significant economic                                 practices and investigates
importance to local                                  thoroughly and takes action to
communities                                          prevent recurrence in respect
                                                     of any failures identified
                                                     The group is committed to
                                                     sustainable development of oil
                                                     palm and has obtained RSPO
                                                     certification for all of the
                                                     group’s current operations and
Criticism of the group’s                             is supporting a growing
environmental practices by                           proportion of its third party
conservation organisations                           FFB suppliers to also obtain
scrutinising land areas                              RSPO certification. All group
that fall within a region   Reputational and         oil palm plantings are on land
that in places includes     financial damage         areas from which trees have
substantial areas of                                 previously been extracted by
unspoilt primary rainforest                          logging companies and which
inhabited by diverse flora                           have subsequently been zoned
and fauna                                            by the Indonesian authorities
                                                     as appropriate for
                                                     agricultural development. The
                                                     group maintains substantial
                                                     conservation reserves that
                                                     safeguard landscape level
                                                     biodiversity
Community relations
                                                     The group seeks to foster
                                                     mutually beneficial economic
                            Disruption of            and social interaction between
                            operations, including    the local villages and the
                            blockages restricting    agricultural operations. In
A material breakdown in     access to oil palm       particular, the group gives
relations between the group plantings and mills,     priority to applications for
and the host population in  resulting in reduced and employment from members of the
the area of the             poorer quality CPO and   local population, encourages
agricultural operations     CPKO production and      local farmers and tradesmen to
                            consequential loss of    act as suppliers to the group,
                            potential revenue        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      Disruption of            fair and transparent
allocated to the group that operations, including    compensation negotiations and
were previously used by     blockages restricting    encourages the local
local communities for the   access to the area the   authorities, with whom the
cultivation of crops or as  subject of the disputed  group has developed good
respects which local        compensation             relations and who are
communities otherwise have                           therefore generally supportive
rights                                               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 a
compensation agreement      blockages restricting    valid basis, the group seeks
subsequently denying or     access to the areas the  to agree a new compensation
disputing aspects of the    subject of the           arrangement; where such claims
agreement                   compensation disputed by are found to be falsely based
                            the affected individuals the group encourages
                                                     appropriate action by the
                                                     local authorities
Stone and sand operations
Production
                                                     The stone and sand companies
Failure by external                                  endeavour to use experienced
contractors to achieve                               contractors, to supervise them
agreed production volumes   Reduction in revenue     closely and to take care to
with optimal extraction                              ensure that they have
rates                                                equipment of capacity
                                                     appropriate for the planned
                                                     production volumes
External factors, in                                 Adverse external factors would
particular weather,         Reduced production and   not normally have a continuing
delaying or preventing      consequent loss of       impact for more than a limited
delivery of extracted stone potential revenue        period
and sand
                            Unforeseen extraction
                            complications causing
Geological assessments,     cost overruns and
which are extrapolations    production delays or     The stone and sand companies
based on statistical        failure to achieve       seek to ensure the accuracy of
sampling, proving           projected production     geological assessments of any
inaccurate                  resulting in loss of     extraction programme
                            potential revenue and
                            reduced operating
                            margins
Sales
                                                     The group aims to secure
                                                     forward sales offtake
                                                     agreements for stone and sand
                                                     and to set its production
                                                     targets to align with the
                                                     expected offtake. Reported
                                                     reductions by the Indonesian
                                                     government in 2026 coal
Inadequate demand reducing  Reduction in revenue and production quotas below the
sales volumes               profits                  levels granted in 2025 could
                                                     result in the group's stone
                                                     customers postponing planned
                                                     2026 purchases to 2027
                                                     (although recent purchase
                                                     orders suggest that this is
                                                     now unlikely). The group does
                                                     not expect that annual coal
                                                     production quotas will be
                                                     permanently reduced
                                                     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 company is adjacent to
                                                     the Mahakam River and barges
                                                     are readily available to
                                                     effect sand deliveries
                                                     There are no other stone
                                                     quarries in the vicinity of
                                                     the group's stone operations
                                                     currently producing stone of
                                                     quality or in volumes similar
                                                     to that of the group's stone
                                                     operation and the cost of
                                                     transporting stone should
                                                     restrict competition from more
                                                     distant stone quarries. The
Local competition reducing  Reduction in revenue and sand deposits comprise silica
stone and sand prices       operating margins        sand that is suitable for
                                                     premium uses (for example
                                                     glass, solar panels and
                                                     technological components) and,
                                                     given the relatively low cost
                                                     of production and delivery as
                                                     the deposits lie close to the
                                                     surface in an area adjacent to
                                                     a major river, the directors
                                                     do not consider product prices
                                                     to represent a material risk
Imposition of additional                             The Indonesian government has
royalties or duties on the                           not to date imposed measures
extraction of stone or sand Reduction in 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 companies are relatively
                                                     small and should not be
                                                     difficult to supervise. The
                                                     companies are committed to
Failure by the stone and    Reputational and         international standards of
sand operations to meet the financial damage         best environmental and social
standards expected of them                           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 corrective
IT related fraud including  Losses as a result of    actions to enhance controls
cyber attacks that are      disruption of control    are implemented. Several
becoming increasingly       systems and theft        upgrades to firewalls and
prevalent and sophisticated                          other anti-malware protections
                                                     have been installed in recent
                                                     years and a disaster recovery
                                                     plan has been fully tested and
                                                     implemented. Cyber security
                                                     reviews are conducted
                                                     periodically
                                                     The group has in place a
                            Unauthorised data        mandatory policy and
                            exposure or losses,      governance framework regarding
                            including financial      AI use to ensure transparency,
Use of AI                   losses, resulting from   appropriate usage (including
                            inappropriate use or     internal protocols and
                            lack of monitoring of AI monitoring) and alignment with
                            tools                    regulatory expectations and
                                                     best practice
Currency
                                                     As respects costs and sterling
                                                     denominated shareholder
                                                     capital, the group considers
                            Adverse exchange         that the risk of adverse
                            movements on those       exchange movements is inherent
Strengthening of sterling   components of group      in the group’s business and
or the rupiah against the   costs and funding that   structure and must simply be
dollar                      arise in rupiah or       accepted. As respects any
                            sterling                 rupiah borrowings, the group
                                                     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 a result                          likely to have a broadly equal
of worldwide economic                                impact on all producers of
factors or shortages of     Reduction in operating   that product and may be
required inputs (such as    margins                  expected to restrict supply if
shortages of fuel or                                 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 to
Bank debt repayment                                  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
Default by a supplier,      Loss of any prepayment,  regular reviews of the
customer or financial       unpaid sales proceeds or creditworthiness of
institution                 deposit                  counterparties and limits on
                                                     exposures to counterparties.
                                                     In addition, 90 per cent of
                                                     sales revenue is receivable in
                                                     advance of product delivery
Regulatory exposure
                                                     The directors are not aware of
New, and changes to, laws   Restriction on the       any planned changes that would
and regulations that affect group’s ability to       affect the group to a material
the group (including, in    retain its current       extent. However, the group is
particular, laws and        structure or to continue proceeding earlier than
regulations relating to     operating as currently   planned with renewals of
land tenure, work permits   or to renew or obtain    certain titles given the
for expatriate staff and    permits                  heightened focus on regulatory
taxation)                                            compliance in the oil palm
                                                     sector
                                                     The group endeavours to ensure
                                                     compliance with the continuing
                                                     conditions attaching to its
                                                     land rights, that its
                                                     activities, and the activities
Breach of the various                                of the stone and sand
continuing conditions                                companies, are conducted
attaching to the group’s                             within the terms of the
land rights and the stone                            licences and permits that are
and sand companies                                   held and that licences and
(including conditions       Civil sanctions and, in  permits are obtained and
requiring utilisation of    an extreme case, loss of renewed as necessary. A
the rights) or failure to   the affected rights      recently initiated government
maintain or renew all                                review of regulatory
permits and licences                                 compliance in the palm oil
required for the group’s                             industry did not identify any
operations                                           areas of non-compliance within
                                                     the group’s own oil palm
                                                     plantings and queries arising
                                                     from certain findings in
                                                     respect of local smallholder
                                                     plantings have not resulted in
                                                     any liability for the group
                                                     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 companies, limiting  Constraints on the       the local partners in the
the effectiveness of        group’s ability to       group’s mining operations so
co-investment arrangements  recover its investment   as to ensure that returns
with local partners                                  appropriately reflect agreed
                                                     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 of
                            transfer of fees,        any circumstances that would
                            interest and dividends   lead them to believe that,
Introduction of exchange    from Indonesia to the UK 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 the group's legitimate exchange transfers
                            UK obligations and       or otherwise seek to restrict
                            payment of dividends;    the group’s freedom to manage
                            loss of effective        its operations
                            management 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
Mandatory reduction of      Forced divestment of     existing regulations that may
foreign ownership of        interests in Indonesia   result in a requirement to
Indonesian plantation or    at below market values   divest over an extended period
mining operations           with consequential loss  part of the group's
                            of value                 substantial economic
                                                     participations in its stone 
                                                     and sand operations 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
                            agreements governing its
                            arrangements with local
                            partners with the
                            uncertainties that any   The group endeavours to
                            juridical process        maintain cordial relations
Breakdown in relationships  involves and with any    with its local investors by
with local investors in the failure of enforcement   seeking their support for
group’s Indonesian          likely to have, in       decisions affecting their
subsidiaries                particular, a material   interests and responding
                            negative impact on the   constructively to any concerns
                            value of the stone and   that they may have
                            sand operations because
                            ownership of those
                            companies currently
                            remains registered in
                            the name of the group’s
                            local partners

 

 

Climate-related risks and opportunities

 

S Short term (1-3 years; acute)

M Medium term (3-5 years)

L Long term (5-15 years; chronic)

 

These time horizons are aligned with the group’s targets, with 2023 as the
baseline, 2030 the mid-term milestone, and 2050 the long-term target.

 

Risk            Impact                 Mitigation            Opportunity
Transition                                                    
risks
                                                             - Maintaining future
                                                             access for the group’s
                                                             CPO and CPKO to EU
                                                             markets

                                                             - Earning premia on
                                       - Preparing for EUDR  sales of EUDR
                                       compliance by         compliant CPO and CPKO
                                       engaging Control      to the EU from
                                       Union Malaysia for an December 2026,
                                       independent readiness additional to premia
                - Increased investment assessment (and       for RSPO certification
                and costs of           developing a due
                compliance, including  diligence system to   - Encouraging local
                mapping land use,      mitigate              smallholders to sell
                enhancing traceability deforestation risks   FFB to the group to
                systems, and verifying                       obtain the benefit of
                supply chains          - Investing in a      sustainability premia
Regulatory                             robust traceability   for their FFB
compliance      - Constraints on       system to track FFB
(EUDR, RSPO,    sourcing external FFB  to its origin and in  - Facilitating
ISCC) S         as stricter            infrastructure to     increased group
                regulations may        enable physical       purchases of
                disproportionately     segregation of        sustainable FFB by
                affect independent     (external) FFB        progressing the
                smallholders           supplies and CPO and  implementation of
                                       CPKO production from  SHINES, supporting
                                       those supplies        independent
                                                             smallholders in
                                       - Increasing RSPO     meeting RSPO standards
                                       certification of the  and national
                                       group’s own estates   regulations
                                       to 100 per cent
                                       (2024: 84.4 per cent) - Following recent
                                                             RSPO enhanced
                                                             certification of COM,
                                                             making sales of RSPO
                                                             identity preserved CPO
                                                             as market demand
                                                             increases
                                       - Adhering to an NDPE
                                       policy and strictly
                                       applying this policy
                                       to all suppliers
                                       through due diligence
                                       onboarding and
                                       monitoring (an
                                       Independent NDPE IRF
                                       verification assessed
                                       the group as
                                       “delivering” 100 per
                                       cent across its
                                       supply base in 2025)  - Strengthening
                                                             stakeholder
                                       - Establishing        relationships through
                                       grievance action      a proactive engagement
                - Negative impact on   processes (GREAT) in  strategy
                revenue, market        support of
Reputational    access, and long-term  transparency and      - Improving brand
risk from       sustainability         accountability, and a reputation through
deforestation   strategy due to        structured approach   communication and
concerns S-M    increased regulatory   to addressing         sharing of success
                compliance costs and   stakeholder concerns  stories in social
                negative perception of                       media
                group                  - Redefining
                                       community and         - Partnering with RSPO
                                       stakeholder           on communication
                                       engagement strategy   initiatives
                                       to improve long-term
                                       community
                                       relationships

                                       - Implementing
                                       internal
                                       communication and
                                       social media strategy

                                       - Enhancing
                                       disclosures through
                                       regular website
                                       updates
                                       - Adopting the
                                       international GHG
                - Potential costs      Protocol Corporate
                associated with carbon Standard for carbon
                taxation and emission  footprint assessment  - Improving the
                caps                   upon alignment and    group’s standing and
                                       publication of the    enhancing the value of
Carbon pricing  - Possible adverse     RSPO PalmGHG v5       its CPO and CPKO
and emissions   Impacts from           toolkit (expected     production by
regulation M    implementation of the  during 2026)          developing verified
                EU Omnibus Directive                         baseline, short,
                (which is designed to  - Improving carbon    medium and long-term
                simplify and           footprint monitoring  targets for emission
                streamline EU                                reduction
                regulations on carbon) - Monitoring industry
                                       and market trends on
                                       carbon related
                                       requirements
                                       - Expanding           - Improving
                - Climate variability  smallholder           livelihoods and
                resulting in declining programmes, including increasing sustainable
                economic returns from  providing support,    FFB sourced from
                smallholder            capacity for, and     independent
                cultivation of oil     promoting, RSPO       smallholders through
                palms thereby causing  certification for     SHINES and other
                disaffection in local  smallholders,         smallholder
                communities            providing polygon     partnership programmes
Community and                          mapping and offering  (including Reforma
smallholder     - Evolving regulatory  legitimacy through    Agraria Land Object
resilience M-L  requirements reducing  registration with the (so called TORA))
                the volume of external eSTDB platforms
                FFB available to the   managed by the        - Enhancing
                group if smallholders  Indonesian government landscape-level
                are unable to meet                           partnerships, best
                compliance standards   - Scaling up          sustainable
                and must be excluded   structured engagement agricultural practices
                from the group’s       with cooperatives and and economic
                supply base            villages through      development for
                                       partnership-based     communities through
                                       programmes            SPACE
                                       - Achieving 100 per
                                       cent RSPO
                - Shifting demand      certification for
                towards sustainable    plantations and mills - Increasing market
                palm oil                                     share in responsible
                                       - Continuing          supply chains through
                - Shifting market      compliance with       brand differentiation
                demand away from RSPO  various national and
Market and      mass balanced (MB) oil international         - Realising premia for
consumer        towards RSPO           sustainability        EUDR compliant oil,
preferences S-M segregated (SG) oil,   standards embodied in additional to existing
                with physical          certification schemes RSPO premia, starting
                segregation            (RSPO, ISPO, ISCC)    in December 2026
                increasingly viewed as                       (postponed by EU from
                a way to ensure        - Maintaining a       2025)
                deforestation-free     robust traceability
                supply chains          system

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

                - Ecosystem imbalances - Protecting forests
Biodiversity    reducing resilience to and maintaining       - Establishing
loss and        natural disturbances   conservation areas    stronger
habitat         and possibly leading                         collaborations with
degradation M-L to degrading of land   - Partnering with     conservation bodies
                resources and          NGOs, educational     for mutual benefits
                political conflicts    institutions and
                                       local governments on
                                       research and actions

                                       - Adhering 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
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.

 

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 dollar
notes. At 31 December 2025, over half of this indebtedness was due for repayment in
the three year period to 31 December 2028 which is also the date of redemption of
the 7.5 per cent dollar notes 2028. 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 2025, as detailed in Capital structure in
the Strategic report of the annual report, amounted to $175.5 million, comprising
Indonesian rupiah denominated term bank loans equivalent in total to $144.9
million, drawings under Indonesian rupiah denominated working capital facilities
equivalent to $3.9 million and $27.0 million nominal of 7.5 per cent dollar notes
2028. The total borrowings repayable in the period to 31 December 2028 (based on
exchange rates ruling at 31 December 2025) amounted to the equivalent of $96.9
million of which, assuming that the maximum possible amount of $9.4 million falls
due for payment in June 2026 in respect of the group’s dollar notes, a total of
$33.2 million will fall due in 2026, $21.7 million in 2027 and $42.0 million in
2028.

 

In addition to the cash required for debt repayments, the group also faces
substantial demands on cash to fund capital expenditure and dividends on the
company’s preference shares.

 

Whilst the group has some flexibility in determining its annual levels of capital
expenditure, the directors will continue to balance the need for significant
reductions in the group’s net debt against capital expenditure on maintaining and
enhancing the value of the group's assets. To this end, in 2026, the group aims to
continue its extension and replanting programmes but with a slightly reduced
extension planting programme of 700 hectares (scaled back from the 1,000 hectares
originally planned) and a maintained replanting programme of some 1,400 hectares.
Other reductions in previously planned capital expenditure to accommodate the
additional expenditure that will be required to renew HGU titles over 16,332
hectares of existing land holdings (as discussed under Agricultural operations in
the annual report) will be achieved by temporarily deferring purchases of capital
equipment that are not time critical and where deferral is unlikely to have any
material effect on the group's performance.

 

After the substantial investments already made in the stone and sand operations,
capital expenditure within those operations should be limited going forward.

 

In January 2026, an additional replanting loan was agreed by REA Kaltim with Bank
Mandiri. The total loan is the equivalent of $20.6 million and is split into three
tranches, each tranche providing financing for a certain number of hectares that
are being replanted. The loan will be drawn down in instalments with $7.2 million
expected to be drawn down in 2026 (of which $2.2 million has already been drawn),
$6.1 million in 2027 and the balance in subsequent years but by the end of 2032.
Repayments of each tranche will occur over 8 years commencing 3.5 years after the
last withdrawal within each tranche. The additional replanting loan carries
interest at 8.25 per cent per annum and is secured similarly to the existing Bank
Mandiri loans to REA Kaltim.

 

Additionally, in March 2026, Bank Mandiri provided a loan equivalent to $5.9
million to a smallholder cooperative (plasma) scheme managed by the group. The loan
has been guaranteed by REA Kaltim. The proceeds of the loan were applied in
repaying monies previously borrowed by the scheme from REA Kaltim and resulted in a
cash inflow to the group of $5.9 million.

 

REA Kaltim is currently in discussions with Bank Mandiri in respect of a new term
loan of $20.0 million, to be drawn between 2026 and 2028. The initial drawing will
principally be used to finance the dollar note repayments in 2026 of up to $9.4
million, although the making of these repayments is not dependent on the approval
of this term loan.

 

Due to current conflicts in the Middle East and Eastern Europe, global commodity
markets are experiencing significant volatility and the group is particularly
affected by price increases in fuel and fertiliser, which it is seeking to minimise
by stockpiling in the case of fuel and agreeing forward contracts in the case of
fertiliser. However, the group expects that CPO and CPKO prices will remain at
remunerative levels for the immediate future and that improved operating
efficiencies, facilitated by the substantial investments of recent years in roads,
factories and equipment, will limit other 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 is not yet in full production but
indications are that it will provide a significant addition to group cash flows in
2026. Positive cash flows from sand are also likely to make a useful contribution.

 

Taking account of the cash and deposits already held by the group at 31 December
2025 of $23.2 million, the expected cash inflow from the new Bank Mandiri loans
($40.6 million) and plasma refinancing ($5.9 million) and projected cash flow from
the group’s operations, the group should be well placed to meet its obligations
from 2026 to 2028.

 

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 2028 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 2025, the group had cash and deposits of $23.2 million, and
borrowings of $175.5 million (in both cases as set out in note 26 to the group
financial statements). The total borrowings repayable by the group in the period to
30 April 2027 (based on exchange rates ruling at 31 December 2025) amounted to the
equivalent of $34.7 million.

In addition to the cash required for debt repayments, the group also requires cash
in the period to 30 April 2027 to fund capital expenditure and preference dividends
as referred to 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 2025

 

                                                                     2025      2024
                                                                    $’000     $’000
Revenue                                                           194,944   187,943
Net (loss) / gain arising from changes in fair value of             (730)         9
biological assets
Cost of sales                                                   (136,513) (136,495)
Gross profit                                                       57,701    51,457
Distribution costs                                                (1,185)   (1,281)
Administrative expenses                                          (16,229)  (15,208)
Operating profit                                                   40,287    34,968
Interest income                                                       995     3,369
Reversal of provision                                                   –     6,622
(Losses) / gains on disposals of subsidiaries and similar         (6,280)     3,051
charges
Other gains and losses                                              2,460     7,317
Finance costs                                                    (13,430)  (16,430)
Profit before tax                                                  24,032    38,897
Tax                                                               (9,754)   (8,434)
Profit for the year                                                14,278    30,463
                                                                                   
Attributable to:                                                                   
Equity shareholders                                                 8,483    26,447
Non-controlling interests                                           5,795     4,016
                                                                   14,278    30,463
                                                                                   
(Loss) / profit per 25p ordinary share (US cents)                                  
Basic                                                               (0.7)      41.6
Diluted                                                             (0.7)      41.6

 

All operations for both years are continuing.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

 

                                                                       2025    2024
                                                                      $’000   $’000
Profit for the year                                                  14,278  30,463
                                                                                   
Other comprehensive income / (losses)                                              
Items that may be reclassified to profit or loss:                                  
Foreign exchange on new subsidiary                                        –   (712)
Foreign exchange differences on translation of foreign operations         5       –
Foreign exchange differences on disposal of group companies             871 (1,204)
Loss arising on sale of non-controlling interests taken to equity         –   (580)
Loss arising on purchase of non-controlling interests taken to            –   (668)
equity
                                                                        876 (3,164)
                                                                                   
Items that will not be reclassified to profit or loss:                             
Actuarial gain / (loss)                                                 119   (113)
Deferred tax on actuarial gain / loss                                  (26)      22
                                                                         93    (91)
                                                                                   
Total other comprehensive income / (losses)                             969 (3,255)
                                                                                   
Total comprehensive income for the year                              15,247  27,208
                                                                                   
Attributable to:                                                                   
Equity shareholders                                                   9,420  23,219
Non-controlling interests                                             5,827   3,989
                                                                     15,247  27,208

 

 

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

 

                                   2025      2024
                                  $’000     $’000
Non-current assets                               
Goodwill                         11,144    11,144
Intangible assets                 2,147     2,684
Property, plant and equipment   395,114   386,997
Land                             51,951    58,098
Financial assets                 10,308    26,735
Non-financial assets             11,030         –
Deferred tax assets              13,878    21,278
Total non-current assets        495,572   506,936
Current assets                                   
Inventories                      19,212    18,393
Biological assets                 2,608     3,338
Trade and other receivables      35,965    31,312
Current tax asset                 2,215       228
Restricted cash at bank           4,267     5,832
Cash and cash equivalents        18,973    33,005
Total current assets             83,240    92,108
Total assets                    578,812   599,044
Current liabilities                              
Trade and other payables       (40,583)  (44,715)
Bank loans                     (22,894)  (20,012)
Sterling notes                        –  (28,167)
Dollar notes                    (9,430)         –
Other loans and payables        (1,832)   (2,707)
Total current liabilities      (74,739)  (95,601)
Non-current liabilities                          
Bank loans                    (125,952) (114,417)
Dollar notes                   (17,221)  (26,746)
Deferred tax liabilities       (49,821)  (47,404)
Other loans and payables        (9,816)  (19,897)
Total non-current liabilities (202,810) (208,464)
Total liabilities             (277,549) (304,065)
Net assets                      301,263   294,979
                                                 
Equity                                           
Share capital                   133,590   133,590
Share premium account            27,193    47,374
Translation reserve            (40,909)  (26,332)
Retained earnings               105,041    69,826
                                224,915   224,458
Non-controlling interests        76,348    70,521
Total equity                    301,263   294,979

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

 

                  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    (24,416)   63,267  219,815      14,304  234,119
2024
Profit for the        –        –           –   26,447   26,447       4,016   30,463
year
Other
comprehensive         –        –     (1,916)  (1,312)  (3,228)        (27)  (3,255)
losses
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
Profit for the        –        –           –    8,483    8,483       5,795   14,278
year
Other
comprehensive         –        –    (14,577)   15,514      937          32      969
(losses) /
income
Total
comprehensive         –        –    (14,577)   23,997    9,420       5,827   15,247
(loss) / income
for the year
Capital               – (20,181)           –   20,000    (181)           –    (181)
reduction
Dividends to
preference            –        –           –  (8,782)  (8,782)           –  (8,782)
shareholders
At 31 December  133,590   27,193    (40,909)  105,041  224,915      76,348  301,263
2025

 

 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

                                                             2025    2024*
                                                            $’000    $’000
Net cash from operating activities                         41,648   31,751
                                                                          
Investing activities                                                      
Interest received                                             995    1,069
Proceeds on disposal of PPE                                 1,056    4,179
Purchases of intangible assets and PPE                   (34,394) (34,621)
Expenditure on land                                       (1,489)  (4,530)
Net investment stone and coal interests                         –  (3,610)
Investment sand interest                                  (1,132)  (4,413)
Net cash movement on acquisition of new subsidiary        (1,956)      259
Net proceeds on disposal of group company                   7,993        –
Cash reclassified from asset held for sale                      –        9
Cash received from non-current receivables                      –    1,258
Prepayments in respect of non-current assets             (10,889)        –
Net cash used in investing activities                    (39,816) (40,400)
                                                                          
Financing activities                                                      
Preference dividends paid                                 (8,782) (18,576)
Repayment of bank borrowings                             (19,660) (36,862)
New bank borrowings drawn                                  53,651   64,342
Decrease in restricted cash at bank                         1,565      277
Purchase of sterling notes for cancellation                 (381) (11,606)
Redemption of sterling notes                             (30,009)        –
Repayment of borrowings from non-controlling shareholder  (8,750) (12,234)
New equity from non-controlling interests                       –   53,580
Cost of non-controlling interest transaction                    –  (1,078)
Cost of capital reduction                                   (181)        –
Purchase of non-controlling interest                            –  (2,726)
Repayment of lease liabilities                            (3,075)  (2,724)
Net cash (used in) / from financing activities           (15,622)   32,393
                                                                          
Cash and cash equivalents                                                 
Net (decrease) / increase in cash and cash equivalents   (13,790)   23,744
Cash and cash equivalents at beginning of year             33,005    8,086
Effect of exchange rate changes                             (242)    1,175
Cash and cash equivalents at end of year                   18,973   33,005

 

* Restated for restricted cash at bank

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 1. Basis of preparation

 

The consolidated financial statements and notes 1 to 24 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 2025
(the 2025 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 2025 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 2025 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 2025 financial statements and the accompanying financial information were
approved by the board of directors on 21 April 2026.

 

 

 2. Revenue and cost of sales

 

                                                           2025      2024
                                                          $’000     $’000
Revenue                                                                  
Sales of palm product                                   192,196   185,919
Revenue from management services                            806       941
Sales of stone                                            1,942     1,083
                                                        194,944   187,943
                                                                         
Cost of sales                                                            
Depreciation and amortisation (net of capitalisation)  (27,126)  (26,612)
Other costs                                           (109,387) (109,883)
                                                      (136,513) (136,495)

 

 

 3. Segment information

 

The group operates in two segments: the cultivation of oil palms and stone and sand
operations (2024: oil palms and stone operation and sand interest). In 2025 the
latter met the quantitative thresholds set out in IFRS 8: Operating segments and,
accordingly, analyses are provided by business segment.

 

                                                     Segment revenue Segment profit
                                                        2025    2024    2025   2024
                                                         $’m     $’m     $’m    $’m
Plantations                                            193.0   186.8    44.0   31.9
Stone and sand operations (2024: stone operation and     1.9     1.1   (1.6)    0.4
sand interest)
Other                                                      –       –   (2.1)    2.7
                                                       194.9   187.9    40.3   35.0
Interest income                                                          1.0    3.4
Reversal of provision                                                      –    6.6
(Losses) / gains on disposals of subsidiaries and                      (6.3)    3.0
similar charges
Other gains                                                              2.4    7.3
Finance costs                                                         (13.4) (16.4)
Profit before tax                                                       24.0   38.9

 

 

 4. Administrative expenses

 

                                       2025    2024
                                      $’000   $’000
Loss on disposal of PPE                 416     310
Indonesian operations                16,217  16,030
Head office                           3,966   3,204
                                     20,599  19,544
Amount included as additions to PPE (4,370) (4,336)
                                     16,229  15,208

 

 

 5. Interest income and reversal of provision

 

                                                            2025  2024
                                                           $’000 $’000
Interest on bank deposits                                    532   281
Other interest income                                        463 3,088
Interest income                                              995 3,369
                                                                      
Reversal of provision in respect of interest on stone loan     – 6,622
                                                                      

 

Other interest income in 2025 included $0.4 million interest receivable in respect
of the sand loan, representing interest receivable in the period prior to the
borrowing company becoming a subsidiary (see note 19) (2024: $2.3 million interest
receivable in respect of stone, sand and coal loans. Interest from stone
represented interest receivable in the period prior to the borrowing company
becoming a subsidiary).

 

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

 

 

 6. (Losses) / gains on disposals of subsidiaries and similar charges

 

                                                                 2025  2024
                                                                $’000 $’000
Loss on divestment of CDM                                     (5,723)     –
Loss on dissolution of REAF                                     (557)     –
Release of impairment provision on sale of non-current assets       – 3,051
                                                              (6,280) 3,051
                                                                           

 

During the period REA Kaltim sold its wholly owned subsidiary CDM, generating a
loss on disposal of $5.7 million (see note 20). As part of this disposal, $338,000
was reclassified from the translation reserve to the profit and loss account.

 

Following the redemption and cancellation on 31 August 2025 of all of the
outstanding sterling notes issued by the company’s wholly owned subsidiary, REAF,
REAF was put into liquidation. Its net assets were distributed to the company and
on 23 December 2025 REAF was formally dissolved resulting in a loss of $0.6
million.

 

In 2024 the $3.1 million release of impairment provision on the sale of non-current
assets was the amount receivable for the transfer of hectarage to plasma schemes by
CDM, the carrying value of which had been fully impaired.

 

 

 7. Other gains / (losses)

 

                                                                         2025  2024
                                                                        $’000 $’000
Change in value of other monetary assets and liabilities arising from   4,469   265
exchange fluctuations
Change in value of sterling notes arising from exchange fluctuations  (2,165) 6,350
(Loss) / gain on acquisition of sterling notes for cancellation           (9)   702
Gain on extension of dollar notes                                         165     –
                                                                        2,460 7,317
                                                                                   

 

 

 8. Finance costs

 

                                         2025    2024
                                        $’000   $’000
Interest on bank loans and overdrafts  12,696   9,240
Interest on dollar notes                2,028   2,028
Interest on sterling notes              1,711   3,231
Interest on other loans                   306   1,086
Interest on lease liabilities             529     374
Other finance charges                     940   3,136
                                       18,210  19,095
Amount included as additions to PPE   (4,780) (2,665)
                                       13,430  16,430

 

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 29.0 per cent (2024:
17.1 per cent). There is no directly related tax relief.

 

 

 9. Tax

 

                           2025    2024
                          $’000   $’000
Current tax:                           
UK corporation tax            –       –
Overseas withholding tax    418     696
Foreign tax               1,683   6,883
Foreign tax – prior year    295   (536)
Total current tax charge  2,396   7,043
                                       
Deferred tax:                          
Current year              3,044   3,079
Prior year                4,314 (1,688)
Total deferred tax charge 7,358   1,391
                                       
Total tax charge          9,754   8,434

 

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 (2024: 22 per cent) and for the UK, the taxation provision reflects a
corporation tax rate of 25 per cent (2024: 25 per cent) and a deferred tax rate of
25 per cent (2024: 25 per cent).

 

 

10. Dividends

 

                                                                 2025   2024
                                                                $’000  $’000
Amounts recognised as distributions to preference shareholders:             
Dividends on 9 per cent cumulative preference shares            8,782 18,576

 

The fixed semi-annual dividends that fell due on the preference shares in June 2025
and December 2025 were paid on their due dates. 2024 payments included arrears of
dividend which amounted in aggregate to 11.5p per preference share as at 31
December 2023.

 

 

11. (Loss) / profit per ordinary share

 

                                                                       2025    2024
                                                                      $’000   $’000
Profit attributable to equity shareholders                            8,483  26,447
Preference dividends paid relating to current year                  (8,782) (8,172)
(Loss) / profit for the purpose of calculating (loss) / profit per    (299)  18,275
share
                                                                                   
                                                                       ’000    ’000
Weighted average number of ordinary shares for the purpose of:                     
Basic (loss) / profit per ordinary share                             43,964  43,964
Diluted (loss) / profit per ordinary share                           43,964  43,964
                                                                                   

 

 

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 2024         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 assets    18,092      –     35,435     1,099           88   54,714
held for sale
At 31 December 2024       176,412 69,230    274,287   142,880        7,255  670,064
Additions                   8,303  2,125     16,290     2,848        7,271   36,837
Reclassifications and           –  3,722      4,027     2,833      (7,413)    3,169
adjustments
Disposals                 (3,671)      –    (1,140)   (2,578)            –  (7,389)
Acquired with new
subsidiary (see note            – 13,437          –        14            –   13,451
19)
Disposal of subsidiary   (14,111)      –   (29,333)     (984)            – (44,428)
(see note 20)
At 31 December 2025       166,933 88,514    264,131   145,013        7,113  671,704
                                                                                   
Accumulated                                                                        
depreciation:
At 1 January 2024          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 assets    13,946      –     22,728       805            –   37,479
held for sale
At 31 December 2024        95,381      –     90,947    96,739            –  283,067
Charge for year             8,365    350      7,621    10,712            –   27,048
Disposals                 (3,401)      –      (429)   (2,087)            –  (5,917)
Disposal of subsidiary   (10,393)      –   (16,425)     (790)            – (27,608)
(see note 20)
At 31 December 2025        89,952    350     81,714   104,574            –  276,590
 
                                                                                   
 
Carrying amount:                                                                   
At 31 December 2025        76,981 88,164    182,417    40,439        7,113  395,114
At 31 December 2024        81,031 69,230    183,340    46,141        7,255  386,997

 

The depreciation charge for the year includes $637,000 (2024: $376,000) which has
been capitalised as part of additions to plantings and buildings and structures.

 

At the balance sheet date, the group had entered into $3.6 million contractual
commitments for the acquisition of PPE (2024: $3.7 million).

 

At the balance sheet date, PPE of $124.2 million (2024: $131.8 million) had been
charged as security for bank loans (see note 15).

 

Additions to PPE include $1,985,000 of new right-of-use assets which are not
included in purchases of PPE within the consolidated cash flow statement.

 

 

13. Land

 

                                         2025   2024
                                        $’000  $’000
Cost:                                               
Beginning of year                      60,915 48,832
Additions                               1,489  4,530
Acquired with new subsidiary                –  3,086
Transferred from assets held for sale       –  4,467
Reclassifications                     (3,169)      –
Disposal of subsidiary                (4,467)      –
End of year                            54,768 60,915
                                                    
Accumulated amortisation:                           
Beginning and end of year               2,817  2,817
                                                    
Carrying amount:                                    
End of year                            51,951 58,098
Beginning of year                      58,098 46,015

 

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

 

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

 

At 31 December 2025, certificates of HGU had been obtained in respect of areas
covering 53,833 hectares (2024: 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.

 

At the balance sheet date, land titles of $38.2 million (2024: $36.9 million) had
been charged as security for bank loans (see note 15).

 

 

14. Financial and non-financial assets

 

                                               2025    2024
                                              $’000   $’000
Sand interest                                     –   8,405
Coal interests                                  875   3,478
Provision against loan to coal interests          – (2,550)
                                                875   9,333
                                                           
Plasma advances                               7,490  15,406
Other non-current receivables                 1,943   1,996
                                              9,433  17,402
                                                           
Total financial assets                       10,308  26,735
                                                           
Prepayments in respect of non-current assets 11,030       –
Total non-financial assets                   11,030       –

 

Sand interest at 31 December 2024 comprised monies owed to group companies by MCU
which holds a silica sand concession in East Kalimantan. It was agreed in 2022
that, once all licences required for mining had been secured, the group would
subscribe for new shares in MCU so as to provide it with a 49 per cent
participation in MCU. This agreement was amended on 27 March 2025 to provide for
the group’s economic interest in MCU to be increased by 46 per cent to 95 per cent
for a consideration of $2.0 million. The monies owed to group companies by MCU
comprised loans to finance pre-production costs. On 1 August 2025, the group
assumed management and control of MCU’s operations and MCU has been consolidated as
a group company with effect from that date with balances owed by MCU to group
companies thereafter treated as intercompany balances and eliminated on
consolidation.

 

Coal interests comprise monies owed to group companies by IPA and connected persons
and at 31 December 2024 also monies owed to group companies by PSS. Both IPA and
PSS hold coal concessions in East Kalimantan. Concurrently with the agreement to
acquire the 95 per cent economic interest in ATP, the group relinquished its
interest in PSS on terms that ATP would meet the repayment of the monies owed to
group companies by PSS (which ATP had guaranteed). Accordingly, since 1 July 2024
$9.7 million of the group loans to PSS have been reconstituted as intercompany
balances owed by ATP.

 

Regulations governing foreign ownership of mining rights in Indonesia are complex.
The group had planned to take legal ownership of its interests in ATP and MCU and
for legal ownership of 95 per cent of IPA to be acquired by MCU (since the
concessions held by MCU and IPA overlap). This plan is now under review following
legal advice that it may not provide the optimal legal structure for the group’s
mining interests. Pending conclusion of such review, the group is confident that
agreements already in place are effective in securing the group’s financial
interests in ATP, MCU and IPA.

 

Prepayments in respect of non-current assets comprise legal fees and direct renewal
charges incurred during non-current asset license renewal processes. These costs
are transferred to the relevant non-current asset category when the renewal process
is complete.

 

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 five per cent non-controlling interest in a group subsidiary.

 

 

15. Bank loans

 

                                              2025    2024
                                             $’000   $’000
Bank loans                                 148,846 134,429
                                                          
The bank loans are repayable as follows:                  
On demand or within one year                22,894  20,012
Between one and two years                   21,444  19,348
Between two and five years                  57,704  56,489
After five years                            46,804  38,580
                                           148,846 134,429
                                                          
Amount due for settlement within 12 months  22,894  20,012
Amount due for settlement after 12 months  125,952 114,417
                                           148,846 134,429
                                                          

 

All bank loans are denominated in rupiah and are stated above net of unamortised
issuance costs of $2.2 million (2024: $2.3 million). The bank loans repayable
within one year include $3.9 million drawings under working capital facilities
(2024: $2.8 million).

 

The bank loans at 31 December 2025 and 31 December 2024 carry interest rates of
8.25 or 8.5 per cent and the working capital facilities 8.25 per cent . The
weighted average interest rate on all bank borrowings for 2025 was 8.3 per cent
(2024: 8.3 per cent).

 

The gross bank loans of $151.0 million (2024: $136.8 million) are secured on
certain land titles, PPE and cash assets held by REA Kaltim, SYB, KMS and PU having
an aggregate book value of $166.7 million (2024: assets held by REA Kaltim, SYB,
KMS and CDM with a book value of $177.5 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 and KMS 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
2025 and 2024. PU covenants are tested on a standalone basis, until 2028 the only
covenant is the maintenance of positive equity which has been complied with for
2025.

 

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 no undrawn rupiah denominated facilities
(2024: 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 issued by the company’s subsidiary, REAF. The
repayment obligation in respect of the sterling notes was carried on the balance
sheet at $28.2 million which included the amortised premium to date. The sterling
notes were guaranteed by the company and another wholly owned subsidiary of the
company, REAS, and were secured principally on unsecured loans made by REAS to an
Indonesian plantation operating subsidiary of the company.

 

In January 2025 £0.3 million nominal of notes were purchased for cancellation. With
effect from 31 August 2025 all of the £21.4 million nominal outstanding sterling
notes were redeemed at 104 per cent of their principal amount (that is, at a
premium of £0.04 per £1 nominal of sterling notes) in accordance with the terms of
the Trust Deed constituting the sterling notes. All of the sterling notes have now
been cancelled.

 

 

17. Dollar notes

 

                                2025   2024
                               $’000  $’000
Dollar notes – repayable 2026  9,430 26,746
Dollar notes – repayable 2028 17,221      –
                              26,651 26,746

 

The dollar notes at 31 December 2025 and 2024 comprise $27.0 million nominal of 7.5
per cent dollar notes and are stated net of the unamortised balance of the note
issuance costs.

 

On 4 September 2025 the proposal to extend the repayment date for the dollar notes
from 30 June 2026 to 31 December 2028 was approved at a meeting of the noteholders.
The dollar notes are thus now due for repayment on 31 December 2028.

 

In conjunction with the proposal to extend the redemption date for the dollar
notes, the company has put in place arrangements whereby any noteholder who wishes
to realise their holding of dollar notes by the previous redemption date of 30 June
2026 is offered the opportunity to do so. The company has undertaken to procure
that REAS purchases at par, on 30 June 2026, the dollar notes held by any
noteholder who has indicated by no later than 29 May 2026 that they do not wish to
retain their notes beyond 30 June 2026 and for which the company's brokers have
been unable to arrange buyers on terms acceptable to such noteholder. REAS may seek
to re-sell, over time, any dollar notes so acquired by it.

 

There are currently $27.0 million nominal of dollar notes in issue. The group has
received an irrevocable undertaking from an existing holder of $17.6 million
nominal of the notes that it will retain that holding.

 

The company will pay on 30 June 2026 to those noteholders who have not elected to
take advantage of the sale facility a roll-over fee in an amount equal to:

 

  (1% + 2A) × B

 

where A is the percentage amount (if any) by which the 180 day average Secured
Overnight Financing Rate published by the Federal Reserve Bank of New York on 23
June 2026 exceeds 4.5 per cent (and nil if such rate does not exceed 4.5 per cent);
and B is the nominal amount of dollar notes held by the qualifying noteholder at
6.00 pm on 3 September 2025.

 

 

18. Other loans and payables

 

                                                                 2025   2024
                                                                $’000  $’000
Indonesian retirement benefit obligations                       8,802  9,572
Lease liabilities                                               2,846  3,546
Loan from non-controlling shareholder                               –  8,750
Payable under settlement agreement                                  –    736
                                                               11,648 22,604
                                                                            
Repayable as follows:                                                       
On demand or within one year (shown under current liabilities)  1,832  2,707
                                                                            
Between one and two years                                         534  1,898
Between two and five years                                      1,582  9,728
After five years                                                7,700  8,271
Amount due for settlement after one year                        9,816 19,897
                                                                            
                                                               11,648 22,604
                                                                            

 

The loan from non-controlling shareholder at 31 December 2024 comprised an $8.7
million interest bearing loan which was repaid in April 2025.

 

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

 

 

19. Acquisition of subsidiary

 

As previously discussed (see note 14), pending completion of the formalities of the
ownership structure, the sand company, MCU, is being managed and controlled by the
group and has therefore been consolidated from 1 August 2025. Consideration of $2.0
million was paid in 2025 in respect of the agreement to increase the group’s
economic interest in MCU by 46 per cent to 95 per cent and there are no transaction
costs.

 

The net assets of MCU at the date of assumption of control were as follows:

 

                          2025
                         $’000
PPE (see note 12)       13,451
Financial assets            88
Deferred tax asset          51
Current assets              78
Cash                        44
                        13,712
Current liabilities      (642)
Deferred tax liability (1,533)
Loan from group        (9,537)
Total net assets         2,000
                              

 

The assets and liabilities were valued at fair value at the date of acquisition of
control. This resulted in a fair value adjustment of $7.0 million to the mining
assets acquired (included within PPE) that management considers appropriate in view
of future cash flows and the long-term value to the group. At acquisition the
non-controlling interest of 5 per cent amounts to $nil.

 

 

20. Disposal of subsidiary

 

In November 2023 the company reached an agreement with DSN for a further investment
by the DSN group in REA Kaltim and, in conjunction with that agreement, granted the
DSN group a priority right, for a limited period, to acquire CDM on an agreed
basis. Accordingly, at 31 December 2023, the assets of CDM with were treated as
assets held for sale. However, DSN concluded, and confirmed in June 2024, that it
would not exercise its priority right. Following that decision, the company sought
alternative offers for CDM but the one offer received was at a price that the
directors considered too low. The decision was made to retain CDM and CDM was
therefore reconsolidated and its assets and liabilities were reclassified from held
for sale as at 31 December 2024.

 

Subsequently the group was able to reach agreement with TPA for the sale of CDM on
terms that valued the business of CDM at close to the value that was reflected in
the priority right granted to DSN.

 

On 13 June 2025 the group completed the sale of CDM to TPA, all conditions pursuant
to the sale agreement dated 22 April 2025 having been satisfied. The disposal of
CDM's assets and liabilities has generated a loss of $5.7 million, calculated as
follows.

 

                                June
                                2025
                               $’000
PPE (see note 12)             16,820
Land                           4,467
Deferred tax                     952
Inventories                    1,098
Plasma advances                4,785
Trade and other receivables      714
Cash and bank balances           372
                              29,208
Trade payables                 (280)
Other loans and payables    (15,178)
Net assets                    13,750
Translation reserve              338
                              14,088
                                    
Net consideration received     8,365
Loss on disposal             (5,723)
                                    

 

Total cash movement on disposal of CDM was $8.0 million being net consideration
less cash divested.

 

 

21. Movement in net borrowings

 

                                                                     2025      2024
                                                                    $’000     $’000
Change in net borrowings resulting from cash flows:                                
(Decrease) / increase in cash and cash equivalents, after        (14,032)    24,919
exchange rate effects
Decrease in restricted cash at bank                               (1,565)     (277)
Net increase in bank borrowings                                  (33,991)  (27,480)
Purchase of sterling notes for cancellation                           381    11,606
Redemption of sterling notes                                       30,009         –
Decrease in borrowings from non-controlling shareholder             8,750    12,234
Borrowings divested with disposal of subsidiary                    15,178         –
Transfer of borrowings from assets held for sale                        –   (7,401)
                                                                    4,730    13,601
Amortisation of sterling note issue expenses and premium             (58)       566
Gain on dollar note extension                                         165         –
Amortisation of dollar note issue expenses                           (70)     (174)
Amortisation of bank loan expenses                                  (562)   (1,884)
                                                                    4,205    12,109
Currency translation differences                                    2,793     6,820
Net borrowings at beginning of year                             (159,255) (178,184)
Net borrowings at end of year                                   (152,257) (159,255)

 

 

22. 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.

 

                     2025  2024
                    $’000 $’000
Short-term benefits 1,598 1,450

 

 

23. Rates of exchange

 

                                  2025    2025    2024    2024
                               Closing Average Closing Average
Indonesian rupiah to US dollar  16,782  16,504  16,162  15,906
US dollar to pounds sterling    1.3451  1.3240  1.2529  1.2783
                                                              

 

 

24. 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
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The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB0002349065
   Category Code: ACS
   TIDM:          RE
   LEI Code:      213800YXL94R94RYG150
   Sequence No.:  424625
   EQS News ID:   2312452


    
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