R.E.A. HOLDINGS PLC
Annual Report and Accounts
2025
R.E.A. Holdings plc (
REA
or the
company
) is a UK public listed company of
which the shares are admitted to the Official List and to trading on the main
market of the London Stock Exchange.
The REA group (the company and its subsidiaries) is principally engaged in the
cultivation of oil palms in the province of East Kalimantan in Indonesia and in the
production and sale of crude palm oil and crude palm kernel oil.
Sunda clouded leopard (
Neofelis diardi
)
Proboscis monkey (
Nasalis larvatus
)
1
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Contents
Overview
Key statistics
2
Highlights
3
Officers and advisers
4
Map
5
Strategic report
Chairman’s statement
6
Strategic environment
8
Agricultural operations
12
Stone and sand operations
17
Finance
19
Sustainability and climate report
25
Principal risks and uncertainties
31
Regulatory information
39
Governance
Board of directors
46
Directors’ report
47
Corporate governance report
55
Audit committee report
62
Directors’ remuneration report
65
Directors’ responsibilities
74
Independent auditor’s report
75
Group financial statements
Consolidated income statement
85
Consolidated statement of comprehensive income
86
Consolidated balance sheet
87
Consolidated statement of changes in equity
88
Consolidated cash flow statement
89
Notes to the consolidated financial statements
90
Company financial statements
Company balance sheet
132
Company statement of changes in equity
133
Notes to the company financial statements
134
Notice of annual general meeting
142
Glossary
147
All terms in this report are listed in the
Glossary
.
References in this report to group operating companies in Indonesia are as listed under the map on page 5.
2
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Key statistics
2025
2024
2023
2022
2021
Results ($’000)
Revenue
194,944
187,943
176,722
208,783
191,913
Earnings before interest, tax,
depreciation and amortisation (see note 7)
67,413
61,580
43,594
69,055
75,807
Profit / (loss) before tax
24,032
38,897
(29,245)
42,046
29,198
Cash generated by operations (see note 38)
58,043
49,086
47,174
48,282
64,035
Returns per ordinary share
(Loss) / profit (US cents)
(0.7)
41.6
(32.7)
43.1
(3.4)
Plantation land areas (hectares)*
Mature oil palm
26,966
28,352
34,043
35,461
35,665
Immature oil palm
5,997
4,267
1,699
507
351
Planted areas
32,963
32,619
35,742
35,968
36,016
Infrastructure and undeveloped
20,870
21,214
27,875
28,554
28,506
Fully titled
53,833
53,833
63,617
64,522
64,522
Subject to completion of title
–
–
5,454
10,723
10,723
Total*
53,833
53,833
69,071
75,245
75,245
FFB harvested (tonnes)**
Group
620,508
636,826
762,260
765,681
738,024
Third party
231,277
205,689
231,823
248,971
210,978
Total
851,785
842,515
994,083 1,014,652
949,002
Production (tonnes)
Total FFB processed
856,732
857,575
949,701
981,011
933,120
FFB sold
7,980
34,192
45,032
33,168
18,369
CPO
189,215
190,235
209,994
218,275
209,006
Palm kernels
43,798
44,286
47,324
46,799
44,735
CPKO
17,461
18,086
19,393
18,206
17,361
CPO extraction rate***
22.1%
22.2%
22.1%
22.3%
22.4%
Yields (tonnes per mature hectare)*
FFB
23.0
21.6
22.4
21.6
20.7
CPO
5.1
4.8
5.0
4.8
4.6
CPKO
0.5
0.4
0.4
0.4
0.4
Average exchange rates
Indonesian rupiah to US dollar
16,504
15,906
15,219
14,917
14,345
US dollar to pounds sterling
1.32
1.28
1.25
1.23
1.38
*
Of the group’s total plantation land areas in 2025, 53,032 hectares are able to be certified in accordance with the RSPO’s principles and criteria
**
2024 and 2025 hectarage and FFB exclude CDM (see page 15 for CDM information)
***
The group cannot separately determine extraction rates for its own FFB and for third party FFB; CPO extraction rate and CPO and CPKO yields
are therefore calculated applying uniform extraction rates across all FFB processed
3
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Overview
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
4
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Officers and advisers
Directors
D J Blackett
M Djalil
C E Gysin
G R Lutz (appointed January 2026)
J C Oakley
L M D Robinow (appointed January 2026)
R M Robinow
M A St. Clair-George
R Satar
Secretary and registered office
R.E.A. Services Limited
5th Floor North
Tennyson House
159-165 Great Portland Street
London W1W 5PA
Stockbrokers
Panmure Liberum
Level 12 Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Solicitors
Ashurst LLP
London Fruit & Wool Exchange
1 Duval Square
London E1 6PW
Independent auditor
MHA
6th Floor
2 London Wall Place
London EC2Y 5AU
Registrars and transfer office
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
5
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Overview
Map
Tabang
The map provides a plan of the operational areas and of the river and road system by which access is
obtained to the main areas.
Key
Companies
Methane capture plant
Agricultural operations
New capital city (IKN) under construction
CDM
PT Cipta Davia Mandiri
Oil mill
(divested 13 June 2025)
Road
KMS
PT Kutai Mitra Sejahtera
Tank storage
PU
PT Prasetia Utama
REA Kaltim
PT REA Kaltim Plantations
SYB
PT Sasana Yudha Bhakti
Stone operations
ATP
PT Aragon Tambang Pratama
Sand operations
MCU
PT Millenia Coalindo Utama
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R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
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
7
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
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
8
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Strategic environment
Business model and resources
palms in the province of East Kalimantan in Indonesia and
these activities, the group generates renewable energy from
its methane capture plants to provide power for its own
operations and, at times, for sale to local villages via the
Indonesian state electricity company, PLN. The group is also
developing stone quarrying and sand mining operations with
concessions located in East Kalimantan.
Detailed descriptions of the group’s oil palm and related
activities and information regarding the stone and sand
activities are provided under, respectively,
Agricultural
operations
and
Stone and sand operations
below.
The group and predecessor businesses have been involved
for over one hundred years in the operation of agricultural
estates growing a variety of crops in developing countries in
South East Asia and elsewhere. Today, the group sees itself as
marrying developed world capital and Indonesian opportunity
by offering investors in, and lenders to, the company the
transparency of a company listed on the LSE while using
capital raised by the company (or with the company’s support)
to develop natural resource based operations in Indonesia
from which the group believes that good returns can be
achieved.
The knowledge and expertise gained from the group’s long
involvement in the plantation industry and experience in
Indonesia represent significant intangible resources that
underpin the group’s credibility. This is important when
sourcing capital, working with the Indonesian authorities in
relation to project development and recruiting a high calibre
experienced management team familiar with Indonesian
regulatory processes and social customs and with a firm
commitment to sustainable practices and respect for the
environment. Other resources important to the group are
its established base of operations, near contiguous land
concessions, and a trained workforce with strong links to the
local community.
Objectives and general strategy
The group’s objectives are to provide attractive overall returns
to investors in the shares and other securities of the company
from the operation and expansion of the group’s existing
businesses and to foster social and economic progress in
the localities of the group’s activities, while maintaining high
standards of sustainability, respect for the environment and
addressing the impacts of climate change.
CPO and CPKO are primary commodities that are sold
at prices determined by world supply and demand and
the local regulatory environment. Such prices fluctuate in
ways that are difficult to predict and that the group cannot
control. The group’s strategy for its agricultural operations
is therefore to concentrate on minimising unit production
costs, without compromising on quality or its objectives as
respects sustainable practices, with the expectation that, by
optimising efficiencies, the group will have greater resilience
to downturns in prices.
The group adopts a two-pronged approach in seeking
production cost efficiencies in the agricultural operations. First,
the group strives continually to improve the productivity and
efficiency of its established agricultural operations. Secondly,
the group aims to capitalise on its available resources by
expanding and developing its land bank as rapidly as logistical,
financial and regulatory constraints permit while utilising the
group’s existing agricultural management capacity to manage
the resultant larger business.
The stone and sand operations derive from original plans for
the group to diversify in a limited way into mining activities.
This diversification was initially by way of loans to a group
of connected holding companies owning stone and coal
concessions with the intention of ultimately acquiring majority
equity interests in those companies. Changes in Indonesian
mining regulations for a long time precluded implementation
of such original planned equity ownership, but further changes
to those regulations altered that position affording the group
the opportunity to rationalise the structure of its mining
interests over which it now has direct management control and
95 per cent economic ownership. Further details regarding
the group’s mining interests are set out in
Stone and sand
operations
below.
Access to stone deposits offers a valuable resource for
improving the durability of infrastructure in the group’s
agricultural operations and for sale to neighbouring companies
for road building. With the stone operations located in close
proximity to the agricultural operations, both operations can
efficiently share management. Over time, both stone and sand
can make valuable additional contributions to group profits
without significant additional overheads. The group’s strategy
for stone and sand is to maximise production and sales while
seeking to optimise productivity.
The group’s financial strategy is discussed under
Financing
policies
in
Finance
below.
The group recognises that its agricultural operations, of
which the total assets at 31 December 2025 represented
approximately 79 per cent of the group’s total assets and
which, in 2025, contributed substantially all of the group’s
revenue, lie within a single locality and rely on a single crop.
This permits significant economies of scale but brings with
it some risks. Whilst further diversification would afford the
group some offset against these risks, the directors believe
that the interests of the group and its shareholders will be
best served by focusing on the growth and development of the
existing operations. They therefore have no plans for further
diversification, save as respects the mining of stone and sand
as detailed in
Stone and sand operations
below.
9
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Recent initiatives
During 2025, the group successfully implemented several
initiatives with a view to simplifying the group, improving
its ability to focus on its core operations and improving the
group’s net debt position.
In a further step in the process of consolidating the agricultural
operations that commenced in 2023 and continued in 2024,
in June 2025 the group completed the sale of its most
outlying subsidiary, CDM. The transaction has relieved the
continuing group of the need to fund further investment in
CDM permitting it to focus resources on plantings that are
more concentrated within a single geographical area.
As detailed in
Finance
below, further progress was made
during 2025 in improving the maturity profile of the group’s
net debt, while maturing short-term indebtedness was duly
repaid. The outstanding £21.4 million nominal of sterling loan
notes issued by REAF were redeemed and the redemption
date of the $27.0 million nominal of dollar notes was extended
from June 2026 to December 2028 (but on terms that
holders of some $10.0 million of dollar notes have the right
to require the company to purchase or procure purchasers of
their notes at par on the original redemption date).
Following redemption and cancellation of the sterling notes,
REAF, being the group’s finance company based in the
Netherlands and the issuer of the sterling notes, was dissolved
in December 2025.
Succession
As previously announced, with management of the group
transferring to a younger generation, in January 2026 Carol
Gysin stepped down from her role as group managing director
and was succeeded in that position by Luke Robinow. Luke is
based in Indonesia and Carol remains on the board in a part
time executive role primarily to oversee the group’s London
office and all administrative activities handled by that office.
Concurrently with these changes, in anticipation of three non-
executive directors retiring at the company’s forthcoming AGM
in June 2026, Grant Lutz was appointed as a non-executive
director in January 2026.
Further information regarding changes to the board are set
out in the
Directors’ report
under
Governance
below.
The vegetable oil market
According to Oil World, in the year to 30 September 2025
worldwide production of the 17 major vegetable and animal
oils and fats increased by 1.2 per cent to 263.0 million tonnes
and consumption increased by 0.7 per cent to 262.9 million
tonnes. For the same period, production and consumption of
CPO represented, respectively, 81.4 million tonnes and 80.8
million tonnes. Production of the 17 vegetable and animal oils
and fats is currently forecast by Oil World to increase by 2.1
per cent in 2026 to 268.6 million tonnes and consumption
by 1.7 per cent to 267.2 million tonnes, of which CPO
production is projected to account for 83.1 million tonnes and
consumption 82.8 million tonnes, representing some 31 per
cent of the total.
Vegetable and animal oils and fats have conventionally been
used principally for the production of cooking oil, margarine
and soap. Consumption of these basic commodities correlates
with population growth and, in less developed areas, with
per capita incomes and thus economic growth. Demand for
vegetable and animal oils and fats for these uses is therefore
driven by the increasing world population and economic
growth in the key markets of Indonesia, China and India.
The principal competitors of CPO are the oils from the annual
oilseed crops, the most significant of which are soybean,
oilseed rape and sunflower. Since the oil yield per hectare
from oil palms (at up to seven tonnes) is much greater
than that of the principal annual oilseeds (less than one
tonne), CPO can be produced more economically than the
principal competitor oils and this provides CPO with a natural
competitive advantage within the vegetable oil and animal
fat complex. Within vegetable oil markets, CPO should also
continue to benefit from health concerns in relation to trans-
fatty acids. Such acids are formed when vegetable oils are
artificially hardened by partial hydrogenation. Polyunsaturated
oils, such as soybean oil, rape oil and sunflower oil, require
partial hydrogenation before they can be used for shortening
and other solid fat applications, but CPO does not.
Vegetable and animal oils and fats can also be used to make
biofuels and, in particular, biodiesel. In recent years, biofuel
has become an increasingly important factor in the vegetable
oil markets. According to Oil World, biofuel production in the
year to 30 September 2025 accounted for some 20 per cent
of global consumption of the 17 major vegetable and animal
oils and fats. An increasing element of biofuel use reflects
government mandates. In Indonesia, for example, fuel for use
in transport and in power stations is, in each case, required
to contain a stipulated minimum percentage of biodiesel. As
a result, an increasing amount of Indonesian CPO is being
converted to biodiesel for internal consumption.
The Indonesian government applies duties and tariffs on
exports of CPO and CPKO. These tariffs are calculated on
a sliding scale by reference to a CPO reference price that is
set periodically by the Indonesian government on the basis of
recognised benchmark CPO prices. Export levy is payable to a
dedicated fund that utilises levy income to support measures
designed to benefit the growing of oil palms in Indonesia.
Export duty is a tax payable to the Indonesian government.
The applicable tariffs, which are adjusted from time to time, are
published on the group’s website at www.rea.co.uk/investors/
CPO-export-tariffs.
The group sells CPO into the local Indonesian market in which
sales are not subject to export levy or export duty. However,
arbitrage between the Indonesian and international CPO
markets normally results in a local price that is broadly in line
with prevailing international prices after adjustment of the
latter for delivery costs and export tariffs and restrictions.
10
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Strategic environment
continued
Changes to export tariffs and restrictions therefore have an
indirect effect on the prices that the group achieves on sales
of its CPO.
A graph of CPO monthly average prices, CIF Rotterdam, for
the ten years to 31 December 2025, as derived from prices
published by Oil World, is shown above. The monthly average
price over the ten years has moved between a high of $1,813
per tonne and a low of $473 per tonne. The monthly average
price over the ten years as a whole has been $911 per tonne.
Firm selling prices for both CPO and CPKO were sustained
throughout 2025. CPO, CIF Rotterdam, remained consistently
above $1,000 per tonne, trading between a high of $1,365
and low of $1,060 per tonne. CPKO, CIF Rotterdam, traded
between $2,150 and $1,540 per tonne. The CIF Rotterdam
prices currently stand at $1,555 per tonne for CPO and
$2,220 for CPKO.
Local prices for CPO and CPKO, FOB Belawan/Dumai,
currently stand at, respectively, $885 and $2,030 per tonne.
The historically high CPO prices appear likely to continue in
the short to medium term reflecting a generally favourable
supply-demand balance further tightened by higher petroleum
oil prices stimulating increased use of CPO in biodiesel
manufacture.
The Indonesian context
During 2025, the Indonesian economy felt the impact of a
change in political direction under the leadership of newly
elected President Prabowo Subianto with a more nationalist
agenda focused towards improved poverty alleviation and
national self sufficiency in energy production and food crops,
notably rice and sugar. Large infrastructure projects, which
were an important driver of the economy under the previous
President Joko Wibowo, are now receiving less priority.
Indonesia was also impacted by the ever changing US tariff
policies introduced under President Donald Trump. In April
2025, the US imposed a 32 per cent tariff on all imports from
Indonesia. This triggered rapid negotiations to prevent long-
term export losses, resulting in a reciprocal trade agreement
in July 2025 under which US tariffs on products imported
from Indonesia were reduced to 19 per cent and, on certain
identified products, to nil, while Indonesia eliminated tariffs on
nearly all US products.
Against this background the Indonesian economy grew in
2025 by a credible 5.1 per cent (2024: 5.0 per cent), the
annual inflation rate was 2.9 per cent (2024: 1.6 per cent) and
the fiscal deficit was contained at 2.92 per cent (2024: 2.3
per cent), remaining within the 3.0 per cent limit permitted by
current Indonesian law.
Following on from the introduction in January 2025 of
mandatory B40 (40 per cent biofuel diesel blend), in October
2025 the Indonesian Government announced that mandatory
B50 (50 percent biofuel diesel blend) would be effective from
January 2026 to drive energy independence and sustainability.
However, in early 2026, amid concerns about technical
limitations and the cost of subsidies required to support
the B50 mandate, it was announced that the introduction
of B50 would be delayed and there is now no firm date for
commencement of a B50 mandate. The higher petroleum oil
prices currently prevailing will, if sustained, reduce the need
for subsidies to support the B50 mandate and this may well
mean that the Indonesian Government policy of moving rapidly
to B50 is reinstated.
Coal represents Indonesia’s largest export by value. In an
apparent attempt to increase international coal prices, the
Indonesian government has recently taken steps to reduce
coal production quotas for 2026. Whilst it is too early to judge
the impact that this strategy will have on global coal prices,
local businesses, particularly businesses within the mining
2016
2017
2018
2019
2020
2021
2022
2023
2025
2024
400
800
1200
1600
2000
CPO monthly average price (USD)
11
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
sector, have expressed concern that the measures taken may
have an adverse impact on the local economy and force small
mines to close. However, with the recent sharp increase in
petroleum prices, there are some reports that the planned
reductions in production quotas may be scaled back.
The Indonesia rupiah generally weakened through 2025.
Starting the year at Rp 16,162 = $1, the currency weakened
to Rp 16,943 = $1 in early April, then strengthened to a high
of Rp 16,109 = $1 in mid August before steadily weakening
to Rp 16,782 = $1 at the end of 2025. The currency has
weakened further since the start of 2026 and is currently
trading at Rp 17,176 = $1. Between September 2024 and
September 2025, the Bank of Indonesia base rate was
progressively reduced from 6.0 per cent to 4.75 per cent
where it has since been held steady.
Evaluation of performance
In seeking to meet its expansion, efficiency and sustainability
objectives, the group sets operating standards and targets
for most aspects of its activities and regularly monitors
performance against those standards and targets. For many
aspects of the group’s activities, there is no single standard
or target that, in isolation from other standards and targets,
can be taken as providing an accurate continuing indicator of
progress. In these cases, a collection of measures has to be
evaluated and a qualitative conclusion reached.
The directors do, however, rely on regular reporting of certain
KPIs that are comparable from one year to the next, in
addition to monitoring the key components of the group’s
profit and loss account and balance sheet. These performance
indicators are summarised in the
Glossary
below.
Quantifications of the indicators for 2025 with comparative
figures for 2024 are provided in the succeeding sections of
this report, with each category of indicators being covered in
the corresponding section of the report.
12
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Agricultural operations
Structure
All of the group’s agricultural operations are located in
East Kalimantan and have been established pursuant to an
understanding dating from 1991 whereby the East Kalimantan
authorities undertook to support the group in acquiring,
for its own account and in cooperation with local interests,
substantial areas of land in East Kalimantan for planting with
oil palms.
The group’s core agricultural land areas, the first of which
was acquired in 1991 and planted in 1994, are owned by
REA Kaltim and its two wholly owned subsidiaries, SYB and
KMS. A former third wholly owned subsidiary of REA Kaltim,
CDM, was sold in June 2025. REA Kaltim is owned as to
65 per cent by a group company and as to 35 per cent by
DSN. A separate agricultural land area, into which the group
is currently expanding its oil palm plantings, is held by PU, a
wholly owned subsidiary of the company.
DSN is an Indonesian natural resources company listed on the
Indonesia Stock Exchange in Jakarta and is engaged in the
cultivation of oil palm plantations, the processing of oil palm
fruit and the manufacture of wood products, with plantation
estates based in East, Central and West Kalimantan.
Land areas
The group’s operations are located some 140 kilometres
north-west of Samarinda, the capital of East Kalimantan, and
lie either side of the Belayan River, a tributary of the Mahakam,
one of the major river systems of South East Asia. The SYB
areas are contiguous with the REA Kaltim areas and together
these form a single site falling within the Kutai Kartanegara
regency of East Kalimantan. The KMS area is located in the
East Kutai regency of East Kalimantan, some 30 kilometres
from the REA Kaltim areas. Land held by PU is adjacent to the
land areas held by REA Kaltim and SYB.
Historically, the REA Kaltim estates and adjacent areas could
only be accessed by river but, in 2015, a government road was
constructed between Tabang (a town to the north of the REA
Kaltim estates) and Kota Bangun connecting via a bridge over
the Mahakam River with an existing road from Kota Bangun to
Samarinda. This road passes through the REA Kaltim estates
and provides the group with alternative transport options
which are of particular value when excessively dry periods limit
river access to the estates. A bridge across the Senyiur River
links REA Kaltim with the KMS area.
In 2023, a local coal company, which mines areas adjacent
to SYB’s northern estate, constructed a road starting to the
north of the PU estate, crossing the Belayan River by way of
a newly constructed bridge and then, by agreement, passing
through the group’s estates and on to the Mahakam River. The
new bridge over the Belayan is already helpful to the group
in transporting produce and other items between the group
estates that lie to each side of the Belayan River. Additionally,
the new road potentially provides the group with a valuable
alternative land route for evacuating its produce at times when
lower river levels limit river transport. Moreover, the access
afforded to the Mahakam River would, if a loading point were
to be established on the Mahakam, permit evacuation of
CPO in larger barges than can then be accommodated at the
group's existing estate loading points.
Although the 1991 understanding established a basis for
the provision of land for development by, or in cooperation
with, the group, all applications to develop previously
undeveloped land areas must be agreed by the Indonesian
Ministry of Forestry and have to go through a titling and permit
process. This process begins with the grant of an allocation
of Indonesian state land by the Indonesian local authority
responsible for administering the land area to which the
allocation relates (an
Izin Lokasi
). Allocations are normally
valid for periods of between one and three years but may be
extended if steps have been taken to obtain full titles.
After a land allocation has been obtained (either by direct
grant from the applicable local authority or by acquisition from
the original recipient of the allocation or a previous assignee),
the progression to full title involves environmental and other
assessments to delineate those areas within the allocation
that are suitable for development, settlement of compensation
claims from local communities and other necessary legal
procedures that vary from case to case. The titling process is
then completed by the issue of a formal registered land title
certificate (a Hak Guna Usaha or HGU). Separately, central
government and local authority permits are required for the
development of land. HGUs are normally valid for periods of
between 25 and 35 years and are renewable. Renewal of the
group’s earliest HGUs that were approaching the end of their
initial validity period in the next few years was successfully
concluded in 2023.
Land allocations may be reduced on renewal of such
allocations and further reduced on full titling or on renewal
of full titles, when the land in question is the subject of
conflicting claims or required to be reallocated for smallholder
cooperatives.
The agricultural land areas held by the group at 31 December
2025 totalled 53,833 hectares as set out below. All of these
areas were fully titled with HGU certificates.
Plantation land areas
Hectares
KMS
7,321
PU
9,097
REA Kaltim
29,442
SYB
7,973
Total*
53,833
* Of the group’s total plantation land areas, 53,032 hectares are able to be
certified in accordance with the RSPO’s principles and criteria
The above total of 53,833 hectares reflects a reduction of
15,238 hectares from the total land areas held by the group
at 31 December 2024. This resulted from the divestment of
CDM during 2025.
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
13
Not all areas in respect of which full HGU titles are issued can
be planted with oil palms. Some land may be unsuitable for
planting, HCV areas must not be developed, and some land
will be required for roads, buildings and other infrastructural
facilities. Further, with land prices rising, increasing interest in
plantation development and sustainability obligations severely
restricting land development, plantable land is much less
available than was the case in 1991 when the group was first
established in East Kalimantan. The directors believe that
currently unplanted titled land, augmented by some potentially
available adjacent plots, should permit extension of the group’s
existing oil palm plantings by in excess of 5,000 hectares.
During 2025 the Indonesian government initiated a review
of regulatory compliance by the Indonesian oil palm industry.
Pursuant to this review, large Indonesian oil palm growers
have been subject to government inspections and, in cases
where infringements of regulations have been identified, fines
are being levied and non-compliant plantings transferred
to a new state owned oil palm company, PT Agrinas Palma
Nusantara (Persero).
From inception of its operations in East Kalimantan, REA
has been committed to acting responsibly and in compliance
with Indonesian regulatory requirements. The Indonesian
government inspection of the group’s operations, conducted
as part of the above review, did not identify any areas of non-
compliance within the group’s own oil palm plantings. However,
a small area of approximately 200 hectares of plantings
owned by a cooperative that is managed by the group was
identified as planted within an area zoned for forestry although
earmarked for conversion to agriculture. As a result, the group
will not in future receive fees (currently some $50,000 per
annum) for managing these plantings.
In addition, the inspection raised queries concerning some
3,200 hectares of independent smallholder oil palm plantings
in areas within the proximity of the group’s current operations
and a further 430 hectares of oil palm plantings developed
as a smallholder cooperative by a neighbouring company. In
both cases, these were areas over which the group originally
held land allocations (
Izin Lokasi
) but had relinquished such
allocations some 30 years ago. Moreover, all the plantings
in the areas concerned have occurred subsequent to such
relinquishment and without involvement by the group. The
group does not therefore believe that it should have any
liability in relation to the areas in question.
So 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 growers.
In view of the obviously heightened focus on regulatory
compliance in the oil palm sector, the group concluded that it
should proceed earlier than originally planned with renewal of
the land titles to some 16,332 hectares of its land holdings
which, unless renewed, are due to expire between 2028 and
2029. Concurrently, the group is also renewing or formalising
other key titles.
Land development
Areas planted as at 31 December 2025 amounted in total to
32,963 hectares, having a weighted average age of 17 years.
Mature plantings comprised 26,966 hectares.
The breakdown by planting year of the total hectares planted
is shown below:
Planted areas*
Hectares
Mature areas
1995
156
1996
1,214
1997
2,181
1998
4,126
1999
351
2000
874
2004
3,190
2005
2,280
2006
3,361
2007
3,446
2008
738
2010
531
2011
547
2012
1,896
2013
1,814
2014
79
2017
42
2021
140
26,966
Immature areas
2022
327
2023
1,232
2024
2,563
2025
1,875
5,997
32,963
* Planted areas that complete a planned planting programme for a
particular year but are planted in the early months of the succeeding
year are normally allocated to the planting year for which they were
planned
Replanting and extension planting continued on schedule
during 2025. Some 1,400 hectares representing mature
oil palms dating from 1995 to 1998 were developed for
replanting and some 800 hectares were developed for
extension planting.
Other changes to planted areas over 2025 are accounted for
as follows: 3,253 hectares of 2008 to 2018 plantings being
transferred upon divestment of CDM; and 94 hectares of
2010 to 2011 plantings being transferred to the neighbouring
coal company that has constructed a road through the group's
estates and down to the Mahakam River as described under
Land areas
above.
14
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Agricultural operations
continued
Extension planting in areas adjacent to the existing developed
areas offers the prospect of good returns. It remains the policy
of the directors to continue the group’s extension planting
programme within the framework of the group’s sustainability
criteria, and when funding so permits. Accordingly, over time,
all suitable undeveloped land available to the group (other
than areas set aside by the group for conservation) will be
planted with oil palms. As previously acknowledged, such
expansion involves a series of discrete annual decisions as to
the area to be planted in each forthcoming year and the rate
of planting may be accelerated or scaled back in the light of
prevailing circumstances. Subject to availability of funding, the
group aims, during 2026, to continue replanting of older areas
and extending its planted areas at the PU estate at a similar
rate to that achieved in 2025.
The group sizes its nurseries to ensure availability of seedlings
to meet the group’s planned replanting and extension planting
programmes.
As reported previously, in April 2025 the group concluded an
agreement with a neighbouring company, Enggang, to take
over the management of some 2,300 hectares of oil palms
planted in areas adjacent to the group’s estates. The group will
be remunerated for its management services by a fixed fee of,
initially, some $500,000 per annum and an incentive fee equal
to 30 per cent of the component of Enggang’s profit before
tax attributable to the areas to be managed. The agreement
is for a term of ten years. All FFB from the areas in question
will be processed in the group’s mills. The group already mills
most of the FFB harvested from these areas, however FFB
production should increase substantially with the planned
rehabilitation and replanting programme for these areas,
providing remunerative utilisation of the group’s surplus milling
capacity.
Processing and transport facilities
The group operates three oil mills, POM, COM and SOM,
in which the FFB crops harvested from group and FFB
purchased from third parties are processed into CPO and
palm kernels. POM and COM date from 1998 and 2006
respectively and each is designed to have an effective
processing capacity of 80 tonnes per hour. SOM, operating
since 2012, initially had a capacity of 45 tonnes per hour but
an extension completed in 2023 doubled its capacity.
Processing capacity should remain ample for some time
for the group's own FFB crops and for the volume of FFB
expected to be purchased from third parties. The mills will
continue to require regular replacement and upgrading of mill
machinery, but with two boilers in each mill providing resilience
and facilitating downtime for this ongoing programme, all three
mills are operating with good reliability and throughput.
The sufficiency of processing capacity allowed the group,
during 2024, to install verifiable processes and control
systems for producing segregated oil at one of its three mills
(COM). Segregated certified CPO normally commands a price
premium.
COM and SOM incorporate, within their overall facilities,
palm kernel crushing plants in which palm kernels are further
processed to extract the CPKO that the kernels contain. Each
kernel crushing plant has a nominal design capacity of 150
tonnes of kernels per day. The installed capacity is sufficient to
process kernel output from the group’s three oil mills.
A fleet of river barges for transporting CPO and CPKO is
used in conjunction with tank storage adjacent to the oil mills
and a transhipment terminal owned by the group downstream
of the port of Samarinda. The core river barge fleet, which
is operated under time charter arrangements to ensure
compliance with current Indonesian cabotage regulations,
comprises a number of small vessels, ranging between 750
and 2,000 tonnes. These barges are used for transporting
CPO and CPKO from the estates to the transhipment terminal
for bulking and then either loading to buyers’ own vessels
on an FOB basis or for loading to a 4,000 tonne seagoing
barge. The seagoing barge, also operated under a time charter
arrangement, makes deliveries on a CIF basis to customers
operating refineries along the coast of East Kalimantan. On
occasion, the group also spot charters additional barges for
shipments and to provide temporary storage if required.
The current river route downstream from the mature estates
follows the Belayan River to Kota Bangun (where the Belayan
joins the Mahakam River), and then the Mahakam through
Tenggarong, the capital of the Kutai Kartanegara regency,
to Samarinda, the East Kalimantan provincial capital, and
ultimately through the Mahakam delta into the Makassar
Straits.
During periods of lower rainfall (which normally occur for short
periods during the drier months of May to August of each
year), river levels on the upper part of the Belayan become
more volatile. CPO and CPKO are then transferred by road
from the oil mills to a point some 70 kilometres downstream
at Pendamaran where the group has established a permanent
loading facility and where the year round loading of barges of
up to 2,500 tonnes is possible. The group uses a combination
of its own fleet of trucks and contractors’ trucks to transport
CPO and CPKO from the oil mills either to the usual loading
points on the upper reaches of the Belayan or to the
downstream loading point at Pendamaran.
The new road through the group’s estates and on to the
Mahakam River would, as discussed under
Land areas
above,
provide an alternative option for evacuation of CPO and CPKO
if the group established a loading point on the Mahakam at
the end of the road.
Flexibility of delivery options is helpful to the group in its
efforts to minimise CPO and CPKO stocks and optimise the
net prices, FOB port of Samarinda, that it is able to realise for
its produce. Moreover, the group’s ability to deliver CPO on a
CIF basis, buyer’s port, allows the group to make sales without
exposure to the collection delays sometimes experienced with
FOB buyers. The majority of CPO sales are currently made
CIF to three Indonesian refineries in East Kalimantan.
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
15
Crops and extraction rates
Key agricultural statistics for the year were as follows:
2025
2024
FFB harvested (tonnes)
Continuing group (excluding CDM)
Group
620,508
636,826
Third party
231,277
205,689
Total
851,785
842,515
CDM (2025 – 4 months)
Group
6,189
40,709
Third party
5,446
9,892
Total
11,635
50,601
Production (tonnes)
Total FFB processed
856,732
857,575
FFB sold
7,980
34,192
CPO
189,215
190,235
Palm kernels
43,798
44,286
CPKO
17,461
18,086
Extraction rates (per cent)
CPO
22.1
22.2
Palm kernels
5.1
5.2
CPKO*
40.1
40.6
Rainfall (mm)
Average across the estates
3,885
2,707
* Based on kernels processed
Group FFB production for 2025 reflected a reduction
in mature hectarage of some 4,800 hectares due to the
continuing replanting programme and the divestment in
the first half of the year of CDM. Additionally, cropping was
affected by very high rainfall for the year overall, some 44 per
cent higher than in 2024 and some 23 per cent above the 10
year historic average. Climatic factors delayed ripening which
meant that the typical weighting of crops to the second half of
the year did not occur and the peak crop usually experienced
in the final quarter did not materialise.
Despite these challenges, extraction rates remained
consistent and oil processing losses remained comfortably
below the standards for the industry.
Crops and extraction rates for the first quarter of 2026 were
as follows:
3 months
to 31
March
2026
3 months
to 31
March
2025
FFB harvested (tonnes)
Continuing group (excluding CDM)
Group
143,594
154,696
Third party
61,173
46,469
Total
204,767
201,165
Extraction rates (per cent)
CPO
22.0
22.0
The current year crop is coming from a mature area that has
been reduced by the continuing replanting programme.
The continued rolling out of various initiatives, including
improvements to infrastructure and reorganisation and
upskilling of field management, should support improvements
to production and extraction rates in 2026.
Revenues
During 2025, all of the group’s CPO and CPKO was sold
in the local Indonesian market, reflecting continuing good
demand from easily accessible local refiners. The group has
established relationships with each of the four main refineries
now operating locally. Competition between these refineries
ensures that prices achieved are competitive.
CPO and CPKO sales are made on contract terms that are
comprehensive and standard for each of the markets into
which the group sells. The group therefore has no current
need to develop its own terms of dealing with customers. CPO
and CPKO are widely traded and the group does not see the
concentration of its sales on a small number of customers
as a significant risk. Were there to be problems with any one
customer, the group could readily arrange for sales to be made
further afield and, whilst this could result in additional delivery
costs, the overall impact would not be material.
Whilst the group has never ruled out making forward sales at
fixed prices, the fact that export levy and export duty are levied
on prices prevailing at date of delivery, not on prices realised,
acts as a disincentive to making forward fixed price sales. This
is because a rise in CPO prices prior to delivery of fixed price
forward sales will mean that the group will not only forego
the benefit of a higher price but may also pay export levy and
duty on, and at rates calculated by reference to, a higher price
than it has obtained. No deliveries were made against forward
fixed price sales of CPO or CPKO during 2025 and the group
currently has no sales outstanding on this basis. The group’s
sales are for the most part priced approximately four weeks
ahead of delivery. This means that there is a lag of four weeks
in the impact on the group of price movements in the CPO
and CPKO markets.
16
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Agricultural operations
continued
At times, the group enters into arrangements with customers
who provide funding in exchange for forward commitments of
CPO and CPKO, as buyers seek to secure oil supplies. Such
arrangements are made on the basis that pricing is fixed at
the time of shipment by reference to prevailing prices. As at
31 December 2025, all such sales arrangements had been
completed.
The average selling price for the group's CPO for 2025,
including premia for oil with certified sustainability credentials,
net of export duty and levy, adjusted to FOB Samarinda, was
$853 per tonne (2024: $819 per tonne). The average selling
price for the group's CPKO, on the same basis, was $1,629
per tonne (2024: $1,094 per tonne).
Sales of CPO are shown below:
2025
2024
CPO
tonnes
%
tonnes
%
RSPO sales
98,250
52.8
99,052
51.5
ISCC sales
–
–
16,012
8.3
RSPO sold as non-
certified
2,273
1.2
31,351
16.3
ISCC sold as non-
certified
33,929
18.2
87
0.1
Non-certified
51,757
27.8
45,710
23.8
Total
186,210
100.0
192,212
100.0
Average premium for
RSPO certified sales
$15
$12
Average premium for
ISCC certified sales
–
$14
Sales of CPKO are shown below:
2025
2024
CPKO
tonnes
%
tonnes
%
RSPO sales
14,858
82.5
10,661
56.1
ISCC sales
–
–
–
–
RSPO sold as non-
certified
–
–
4,945
26.0
ISCC sold as non-
certified
–
–
–
–
Non-certified
3,146
17.5
3,400
17.9
Total
18,004
100.0
19,006
100.0
Average premium for
RSPO certified sales
$61
$77
Average premium for
ISCC certified sales
–
–
Operating efficiency
The costs specifically attributable to the group’s agricultural
operations principally comprise: direct costs of harvesting,
processing and dispatch; direct costs of upkeep of mature
areas; estate and central overheads in Indonesia; and
financing costs. The group’s strategy, in seeking to minimise
unit costs of production, includes maximising yields per
hectare and seeking efficiencies in overall costs.
The group’s operations lie in an area where average rainfall
levels are high. The group endeavours to capitalise on this
advantage by striving to achieve economic efficiencies and
best agricultural practice. In particular, careful attention is
given to ensuring that new oil palm areas are planted with
high quality seed from proven seed gardens and that all oil
palm areas receive appropriate husbandry, whilst harvesting
processes and transportation logistics are kept under review
and refined so as to minimise costs.
Methane from the group’s two methane capture plants using
bio waste, which were commissioned in 2012, drives seven
generators each of one megawatt capacity. This provides four
to six megawatts of power for the group’s own use and has
largely eliminated the use of diesel gensets on the REA Kaltim
and SYB estates with consequential material savings in energy
costs. For some years, the group’s additional generating
capacity was used to supply power to villages and sub-villages
surrounding the group’s estates by way of the local grid owned
by the Indonesian state electricity company, PLN. Recently,
however, the local grid has been connected to the national grid
which has gradually reduced PLN’s reliance on power supplied
by the group. The group now supplies power to the grid as and
when required. By contrast, the group’s own requirement for
electricity has steadily increased with electrification of newly
installed dewatering pumps and other formerly diesel powered
equipment, for which surplus generating capacity is critical to
avoid power interruptions.
In addition to reducing energy costs, the two methane
capture facilities have substantially reduced the group’s
GHG emissions. The mooted construction of a third methane
capture plant at SOM, with a view to producing biogas
for power generation at SOM and potentially for sale to
neighbouring companies or for upgrading to compressed
biomethane gas to replace diesel used by the group’s vehicle
fleet, remains under consideration but, for the moment, is
regarded as a lower priority than more immediately pressing
capital expenditure projects.
The group continues to implement other cost saving initiatives
as opportunities arise and technologies develop. Such
initiatives have included measures to reduce the use of
pesticides, manufacture of
batako
bricks for housing using a
mixture of cement and boiler ash from the mills, and switching
to using compound fertiliser, in place of separate applications
of the various component fertiliser inputs, to reduce the labour
requirement for fertiliser application. Additionally, the group
has significantly enhanced its in house fabrication capacity on
the estates in order to reduce reliance on contractors, which
has improved the quality of parts and reduced response times
for replacements and repairs.
The opening of the andesite quarry (discussed under
Stone
and sand operations
below) is allowing the group to press
ahead with progressively building a stone base to the group's
roads so as to convert these into all-weather roads. Better
quality roads are improving logistical efficiency and reducing
operating and maintenance costs, particularly during periods
of heavy rainfall.
17
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Strategic report
Stone and sand operations
Structure
The stone and sand operations derive from original plans for
the group to diversify in a limited way into mining activities.
This diversification was initially by way of loans to a group
of connected holding companies owning stone and coal
concessions, located in East Kalimantan. The loans were
made by the group in conjunction with arrangements that
were intended to permit the group to acquire majority equity
interests in the stone and coal companies. Changes in
Indonesian mining regulations for a long-time precluded
implementation of such original planned equity ownership,
but further changes to those regulations altered the position
affording the group the opportunity to rationalise the structure
of its mining interests and permitted the group to assume
direct management control and 95 per cent economic
ownership of the stone company, ATP, with effect from July
2024.
Mining of the IPA coal concession between 2021 and 2023
permitted a substantial recovery of monies previously lent
by the group to the coal concession holding companies but
the subsequent fall in coal prices rendered further mining
of the coal concessions uneconomic. Accordingly, the group
withdrew from providing further funding to the companies
concerned (except to the extent required for closure of the
former coal mining activities).
For the time being, the group is retaining involvement with
IPA because, in 2022, substantial silica sand deposits were
identified in the coal concession area held by IPA. Under
Indonesian law, sand mining and coal mining are subject
to separate licensing arrangements which must be held by
separate legal entities. The rights to mine the sand deposits
have been obtained by MCU.
Under a joint venture agreement with the shareholders
of MCU in 2022, the group agreed that, once all licences
necessary for mining had been secured by MCU, it would
subscribe shares in MCU representing a 49 per cent interest
in MCU and would, in the meanwhile, provide loans to MCU to
finance pre-production expenditure. With MCU approaching
commencement of commercial production, this agreement
was amended in March 2025 so as to permit the group to
increase its economic interest in MCU to 95 per cent for
a cash consideration of $2.0 million. This resulted in the
group assuming direct management control and 95 per cent
economic ownership of MCU with effect from August 2025.
Reflecting the group’s assumption of direct management
control and 95 per cent economic ownership, ATP and
MCU have been treated as 95 per cent subsidiaries of the
company with effect from, respectively, July 2024 and August
2025 with finalisation of the requisite regulatory approvals
for ownership in progress. Upon consolidation, the balances
owed by each of ATP and MCU to group companies were
reconstituted as intercompany balances. Further information
regarding the status of the balances between the mining
companies is set out in note 20 to the consolidated financial
statements.
Given that IPA and MCU have concessions involving
overlapping deposits within the same physical area, it had
been agreed that MCU should assume ownership of IPA
(which has hitherto been substantially owned by ATP).
However, regulations governing foreign ownership of mining
rights in Indonesia are complex and the proposal is now under
review following legal advice that this may not achieve the
optimal structure for the group’s interests in mining operations.
Pending conclusion of such review, the group is confident that
the arrangements already in place are effective in securing the
group’s financial interests in ATP, MCU and IPA.
ATP and MCU have appointed the company’s 95 per
cent subsidiary, KCCRI, to act as their marketing agent in
connection with the sale of their stone and sand production
and have agreed to pay KCCRI appropriate sales related
commissions for this service.
Stone operations
ATP is located some 15 kilometres to the north-west of
SYB’s northern-most plantation. The concession comprises
substantial deposits of high grade andesite stone. Access to
this stone offers a valuable resource, both for improving the
durability of infrastructure in the group’s operations and for
sale to neighbouring companies for road building. Moreover,
the profits from quarrying such deposits has the potential to
make a significant contribution to group results.
Development of the stone concession continued to progress
throughout 2025, although scaling up of production was
hampered in the first half of the year by the very high levels
of rainfall which slowed development of the necessary haul
roads. With blasting having commenced in September, the
production potential has steadily increased. Initially production
was from large boulders mined from the scree at the base of
the eastern escarpment but, with the introduction of drill and
blast, rock is now being sourced from ground-breaking works
on the west face, providing increasing volumes of blasted and
loose rock for crushing and sale while access to the upper
west face of the deposit is established. As blasting continues
and bench quarrying on the west face commences, production
can be stepped up to meet sales demands.
Crushed stone production in 2025 totalled some 187,000
tonnes of which some 104,000 tonnes were sold and
delivered to third parties, and the balance of 83,000 tonnes
was partially utilised in hardening ATP roads and partially sold
to REA Kaltim for road hardening.
As previously reported, the group has confirmed contracts for
delivery of in excess of 1 million tonnes of stone during 2026
and 2027 to neighbouring coal mining companies. Following
a decision by the Indonesian government to reduce 2026
coal production quotas below the levels granted in 2025, the
group was concerned that the group's stone customers might
elect to postpone part of their agreed 2026 offtake to 2027.
However, subsequent customer confirmations of purchase
orders suggest that 2026 demand will remains robust.
18
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Stone and sand operations
continued
Sand operations
As noted under
Structure
above, MCU’s sand concession
comprises silica sand deposits within the IPA coal concession
area, in part within the overburden overlaying the remaining
coal deposits. The sand is suitable for premium uses such as
glass making, solar panels and technological components.
MCU has agreed production arrangements with PT KTC (IPA’s
former coal mining contractor, who already has equipment
on site) on terms similar to those that previously applied to
mining coal at IPA. Pursuant to such terms, the contractor
funds all necessary expenditure on infrastructure, exploration,
equipment, mobilisation, land compensation, and community
development, with such expenditure to be reimbursed on an
agreed basis from the proceeds of future sand sales. The
profit contribution from MCU sand sales (representing the
excess of the net proceeds of such sales over the direct
costs) will be shared between MCU and the contractor in the
approximate proportion 70:30.
Following sample testing of the sand deposits, it was decided
to enhance the capabilities of the sand washing plant that
was installed in 2025. The enhancements, which include the
addition of a magnetic separator to extract ferrite materials,
will improve the purity of the silica sand produced and thus
optimise its sales potential. With the enhanced equipment now
being commissioned, MCU is in a position to provide samples
to potential customers.
Demand for sand in 2026 appears to be strong, with
customers approaching MCU to substitute for their current
suppliers. If the expressed interest is confirmed as expected,
MCU will be well placed to move rapidly to large scale
production.
Port operations
Although mining of coal at IPA has now ceased, other
companies in the vicinity are continuing to mine and sell coal.
These third parties are utilising IPA’s loading point on the
Mahakam River to evacuate their coal production for which
IPA receives modest fee revenue.
19
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Strategic report
Finance
Accounting policies
The group continues to report in accordance with UK adopted
IFRS and the company continues to report under FRS 101.
Both the group and the company present their financial
statements in dollars.
There have been no changes to the group’s accounting
policies as a consequence of new standards and amendments
that are mandatorily effective for accounting periods
beginning on or after 1 January 2025 as such new standards
and amendments do not impact the disclosures or amounts
reported by the group.
Consolidated group
On 13 June 2025, the group completed the sale of REA
Kaltim's wholly owned subsidiary, CDM, to TPA. This
transaction has resulted in the derecognition of CDM’s
assets and liabilities in the consolidated balance sheet
and the exclusion of CDM’s results from 14 June 2025 in
the consolidated income statement for the year ended 31
December 2025.
As noted under
Stone and sand operations
above, the
group now has direct management control of both ATP
and MCU and is currently progressing formalisation of 95
per cent economic ownership of each company. This has
long been agreed in relation to ATP but, as respects MCU,
reflects an agreement dated 27 March 2025 to increase the
previously agreed 49 per cent participation to 95 per cent for
consideration of $2.0 million. MCU has been consolidated
from 1 August 2025, which has resulted in the derecognition
of the group loans to MCU, the consolidation of its assets
and liabilities in the group balance sheet as at 31 December
2025, a fair value adjustment to the sand asset of $7.0 million,
and the inclusion of MCU’s results from 1 August 2025 in
the consolidated income statement for the year ended 31
December 2025.
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, the directors
resolved to liquidate REAF. The net assets of REAF were
distributed to the company and REAF was formally dissolved
on 23 December 2025. There are therefore no assets or
liabilities relating to REAF in the consolidated balance sheet
as at 31 December 2025 but its results for the period to 23
December 2025 are included in the consolidated income
statement.
Group results
Group revenue, operating profit and profit before tax for 2025
(with comparative figures for 2024) were as follows:
2025
2024
$’m
$’m
Revenue
194.9
187.9
Operating profit
40.3
35.0
Profit before tax
24.0
38.9
In comparing profit before tax for 2025 with the profit before
tax of $38.9 million for 2024, account needs to be taken of
losses / gains on disposals of subsidiaries and similar charges,
foreign exchange movements and other non-routine items.
The following table shows the effect of excluding these items:
2025
2024
$’m
$’m
Profit before tax
24.0
38.9
Exclude:
Losses / (gains) on disposal of
subsidiaries and similar charges
6.3
(3.1)
Foreign exchange movements
(2.3)
(6.6)
Gain on sterling notes
–
(0.7)
Gain on extension of dollar notes
(0.2)
–
Prior year provision released
–
(6.6)
27.8
21.9
A negative contribution from stone and sand of $1.9 million
(2024: positive contribution of $0.4 million) reflected
consolidation of overheads and depreciation for a full twelve
months for stone and five months for sand, with stone sales
only starting to pick up towards the end of the year and sand
sales not planned to commence until 2026.
Revenues increased by 3.7 per cent in 2025 compared with
2024 due to higher average selling prices which offset the
lower CPO sales volumes (see above under Revenues in
Agricultural operations) and a $0.8m increase in revenue from
stone sales. Average prices realised were:
2025
2024
$
$
Average price per tonne*:
CPO
853
819
CPKO
1,629
1,094
* Including premia for oil with certified sustainability credentials but net of
export levy and duty, adjusted to FOB Samarinda
Cost of sales reported for 2025 was made up as follows (with
comparative figures for 2024):
2025
2024
$’m
$’m
Estate operating costs
65.1
72.1
Mining operating costs
2.3
0.6
Purchase of external FFB
44.7
36.9
Depreciation and amortisation
27.1
26.6
Stock movements
(2.7)
0.3
136.5
136.5
Estate operating costs were $65.1 million in 2025, 9.7 per
cent lower than in 2024, principally reflecting lower fertiliser
prices and the effect of the disposal of CDM (the results of
which were consolidated throughout 2024 but only for the
first four months of 2025).
20
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Finance
continued
Mining operating costs in ATP were $2.3 million (2024: $0.6
million) reflecting increased production and a full year of costs
compared to six months of costs in 2024.
The increased purchase cost of external FFB reflected higher
CPO prices and a 9.8 percent increase in volume compared
with 2024 (2025: 236,723 tonnes against 2024: 215,581
tonnes) notwithstanding the elimination of external purchases
by CDM following the disposal of CDM.
The $7.0 million increase in revenue combined with the small
increase in operating costs meant that operating profit for
2025 at $40.3 million was $5.3 million higher than in 2024.
Administrative costs for 2025 were made up as follows (with
comparative figures for 2024):
2025
2024
$’m
$’m
Loss on disposal of PPE
0.4
0.3
Indonesian operations
16.2
16.0
Head office
4.0
3.2
Total before capitalisation
20.6
19.5
Amount capitalised
(4.4)
(4.3)
Net administrative costs
16.2
15.2
Indonesian administrative costs of $16.2 million, before
deduction of amounts capitalised, were broadly in line with
2024. The increase in head office costs was principally due
to the strengthening of sterling against the dollar. Costs
capitalised reflect the significant proportion of total plantings
represented by immature areas.
EBITDA increased by $5.8 million to $67.4 million (2024:
$61.6 million). Unlike previous years, the typical weighting of
crops to the second half of the year did not occur and EBITDA
in the second half of the year at $34.0 million was only slightly
higher than the first half of $33.4 million.
Interest income decreased by $2.4 million to $1.0 million in
2025. $1.8 million of the reduction was due to the inclusion
in 2024 of interest receivable from ATP for the six months
prior to ATP becoming a group subsidiary (after which interest
receivable from ATP has been eliminated on consolidation).
There were no reversals of provisions in 2025. A reversal of a
provision of $6.6 million in 2024 was in respect interest past
due from ATP.
Losses on disposal of subsidiaries and similar charges totalling
$6.3 million comprised a $5.7 million loss on the sale of CDM
and a $0.6 million loss on the dissolution of REAF (2024:
$3.1 million gain, representing the release of an impairment
provision in respect of planted hectarage transferred to
plasma schemes by CDM during the year).
Other gains and losses comprised a gain of $2.5 million
in 2025, $2.3 million of which was in respect of exchange
movements on borrowings and $0.2 million was in respect
of the dollar notes extension. The net exchange gain of $2.3
million comprised a $4.5 million gain relating to Indonesian
borrowings and a $2.2 million loss relating to the sterling
notes (2024: $7.3 million gain, $6.6 million of which arose
on exchange movements, principally in relation to rupiah
borrowings, and $0.7 million gain on the purchase of sterling
notes for cancellation.)
Finance costs for 2025 were $13.4 million (2024: $16.4
million). Bank interest was $3.5 million higher than in 2024
as a result of higher average bank borrowings during 2025
than the previous year. Interest on the sterling notes was $1.5
million lower than in 2024 due to redemption of the notes on
31 August. Interest on other loans was $0.8 million lower than
in 2024 due to repayment in April 2025 of the loan from DSN,
which stood at $8.8 million as at 31 December 2024. Other
finance charges were $2.2 million lower than in 2024 due to
the lower amortisation of premium on the sterling notes and
bank loan issue costs. Interest capitalised was $2.1 million
higher in 2025 than in 2024 reflecting, as with administrative
costs, the increased proportion of total plantings represented
by immature areas but also the capitalisation of interest
relating to the development of the stone quarry in 2025.
The tax charge for 2025 was $9.8 million (2024: $8.4 million).
This comprised a current tax charge of $2.4 million (2024:
$7.0 million) and a deferred tax charge of $7.4 million (2024:
$1.4 million).
The $4.6 million decrease in the current tax charge principally
reflects the utilisation of tax losses arising on the sale of CDM
(such losses having been booked initially as impairment losses
ahead of crystallisation on the sale of CDM). Utilisation of
these losses reduced the deferred tax asset that was created
on the impairment of CDM by a corresponding amount with
the balance of the 2025 deferred tax charge principally
attributable to the effect on fiscal balances of movements.
The fixed semi-annual dividends that fell due on the
preference shares in June and December 2025 were paid
on their due dates. The directors intend that the semi-annual
dividends arising on the preference shares in June and
December 2026 will be paid in full on the due dates. Taking
account of the continuing level of group debt and the extent
to which internally generated cash flow for the year will be
required to fund capital expenditure and preference dividends,
the directors do not believe that it will be appropriate for them
to declare or recommend the payment of any dividend on the
ordinary shares in respect of 2025.
21
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Capital structure
The group is financed by a combination of debt and equity
(comprising ordinary and preference share capital). Total
equity less non-controlling interests at 31 December 2025
amounted to $224.9 million as compared with $224.5 million
at 31 December 2024. Non-controlling interests at 31
December 2025 amounted to $76.3 million (2024: $70.5
million).
During 2025, Bank Mandiri provided further term loans and
amended the repayment terms of certain of the existing loans
to group plantation subsidiaries in Indonesia. Further loans
were extended to each of REA Kaltim and SYB amounting to
the equivalent of, respectively, $28.8 million and $8.8 million,
with such loans repayable by increasing monthly instalments
over periods of between seven and nine years. Repayments
of the outstanding principal of the older existing loans to each
of REA Kaltim and SYB, amounting as at 26 March 2025 to
the equivalent of, respectively, $41.6 million and $24.6 million,
have been rephased and will now be made by increasing
monthly instalments over a period of four years. The loan of Rp
350 billion (equivalent to $21.1 million) which Bank Mandiri
agreed to provide to REA Kaltim in March 2024, of which the
full amount has been drawn down and which is repayable by
increasing quarterly instalments from June 2028 up to March
2034, has not been amended and remains in place.
Additionally, Bank Mandiri has provided a new term loan to
PU. The loan is equivalent to $15.0 million and is repayable by
increasing monthly instalments over nine years.
On 13 June 2025, the group completed the sale of REA
Kaltim's wholly owned subsidiary, CDM, to TPA. The net
consideration for the sale amounted to $8.4 million which was
received in cash. As a term of the sale, the group was released
from guarantees that it had given in respect of an outstanding
loan from Bank Mandiri to CDM equivalent to $15.2 million.
During 2025, group repayments of Bank Mandiri loans
(excluding amounts repaid and immediately redrawn on the
repackaging of REA Kaltim and SYB loans) amounted in total
to the equivalent of $19.7 million.
Group borrowings from the DSN group were repaid in full
during the year. The DSN group loan to REA Kaltim, of which
$8.8 million was outstanding at 31 December 2024, was
repaid in April 2025 using funds from the additional Mandiri
bank loans.
In January 2025, the group purchased and cancelled £0.3
million nominal of sterling notes. On 31 August 2025, all of
the £21,366,000 million nominal sterling notes that remained
outstanding were redeemed at 104 per cent of par (that is
at a premium of £0.04 per £1 nominal of sterling notes) in
accordance with the terms of the Amended and Restated
Trust Deed constituting the sterling notes.
There has been no change to the amount outstanding of the
dollar notes ($27,035,218 nominal).
Following the above, group indebtedness at 31 December
2025 amounted to $175.5 million against which the group
held cash and cash equivalents and restricted cash at
bank of $23.2 million. The composition of the resultant net
indebtedness of $152.3 million (2024: $159.3 million) was as
follows:
$’m
Dollar notes ($27.0 million nominal)*
26.7
Indonesian term bank loans*
144.9
Drawings under working capital facilities
3.9
175.5
Cash and cash equivalents and
restricted cash at bank
(23.2)
Net indebtedness
152.3
* Net of issue costs
The group has no material contingent indebtedness save
that, in connection with the development of oil palm plantings
owned by village cooperatives and managed by the group, the
group has guaranteed the Indonesian rupiah bank borrowings
of the cooperatives concerned. The outstanding balance of
these borrowings at 31 December 2025 was equivalent to
$2.5 million (2024: $3.2 million).
The dollar notes are unsecured obligations of the company.
On 4 September 2025, a 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. As a
term of the proposal, 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 that they do
not wish to retain their notes beyond that date and for which
the company’s brokers have been unable to arrange buyers.
Holders of dollar notes who do not elect to take advantage of
this undertaking will be paid a rollover fee of 1.0 per cent plus
a possible additional amount to reflect any increase in interest
rates between September 2025 and June 2026. There are
currently $27.0 million nominal of dollar notes in issue. An
existing holder of $17.6 million nominal of the notes has
agreed that they will retain that holding.
Indonesian bank borrowings provided by Bank Mandiri at 31
December 2025 comprised rupiah denominated loans to REA
Kaltim, SYB, KMS and PU and rupiah denominated working
capital facilities provided to REA Kaltim and SYB with the
working capital facilities subject to annual renewal.
REA Kaltim, SYB, and KMS have agreed certain financial
covenants with Bank Mandiri 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 to the consolidated
closing financial position as at the year end, of REA Kaltim
and its subsidiaries. The covenants have been met for 2025.
PU has also agreed financial covenants under the terms of
its bank facilities, which covenants are tested on a standalone
basis. Until 2028 the only covenant in respect of the PU
22
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Finance
continued
facilities is the maintenance of positive equity which has been
complied with for 2025.
The REA Kaltim loans and working capital facility are secured
on certain assets of REA Kaltim and guaranteed by the
company.
The SYB loans and working capital facility are secured on
certain assets of SYB and guaranteed by the company and
REA Kaltim.
The KMS loan is secured on certain assets of KMS and
guaranteed by the company and REA Kaltim.
The PU loan is secured on certain assets of PU and is
guaranteed by the company and Luke Robinow personally in
his capacity as President Director of PU. The company has
agreed to provide a limited indemnity to Luke Robinow in
respect of his guarantee to Bank Mandiri.
The loans are repayable as follows:
REA
Kaltim
SYB
KMS
PU
Total
$’m
$’m
$’m
$’m
$’m
2026*
14.6
5.6
3.2
0.3
23.7
2027
11.5
6.2
3.2
0.8
21.7
2028-2030
29.0
14.2
9.7
5.5
58.3
After 2030
30.3
3.9
5.0
8.1
47.3
85.4
29.9
21.1
14.7
151.0
* Includes working capital facilities of $3.0 million (REA Kaltim) and $0.9
million (SYB)
Each of the term loans provided by Bank Mandiri, as detailed
above, requires the applicable group company to maintain a
certain level of cash deposits with the bank. The total amount
of such deposits as at 31 December 2025 amounted to $4.3
million (2024: $5.8 million).
The company has shareholder authority to buy back
limited numbers of ordinary shares into treasury with the
intention that, once a holding of a reasonable size has
been accumulated, the holding be placed with one or more
investors. No acquisitions pursuant to this authority were
made in 2025, but 132,500 ordinary shares were acquired
previously and remain held in treasury.
Group cash flow
Group cash inflows and outflows are analysed in the
consolidated cash flow statement. Cash and deposits
decreased during 2025 from $38.8 million to $23.2 million.
As noted under
Group results
above, the operating profit for
2025 amounted to $40.3 million compared to $35.0 million
in the prior year. After adjusting for depreciation, amortisation
and other non-cash items ($28.3 million), operating cash
flows before movements in working capital were $68.6 million.
There was a $10.6 million increase in working capital in 2025
mainly due to: a net decrease in payables of $7.5 million
(principally reflecting the repayment of $8 million of pre-sale
advances provided by the group’s customers in exchange for
forward commitments of CPO and CPKO); a net increase in
receivables of $0.5 million (largely accounted for by a delay in
recovery of VAT overpaid in 2024); and a $2.6 million increase
in inventories. Cash generated by operations in 2025 was
$58.0 million (2024: $49.1 million).
Net taxes of $4.5 million were paid during the year (2024:
$3.6 million). Interest paid amounted to $11.9 million (2024:
$13.7 million).
Investing activities for 2025 involved a net outflow of
$39.8 million (2024: net outflow of $40.4 million). Capital
expenditure on intangible assets, PPE and land, net of
proceeds from disposals, amounted to $34.8 million
(2024: $35.0 million), comprising plantation related
expenditure of $32.0 million (2024: $32.6 million) and mining
related expenditure of $2.8 million (2024: $2.4 million).
Plantation related expenditure was made up as follows:
2025
2024
$’m
$’m
Replanting*
13.5
13.2
Extension planting*
6.3
6.6
Road stoning (mature areas)
2.0
3.8
Buildings
2.3
1.8
Oil mills and biogas
2.7
3.6
Plant, equipment and similar
4.7
1.8
Land rights and titling
1.5
4.5
Intangibles
0.2
1.5
33.1
36.8
Proceeds from disposals
(1.1)
(4.2)
32.0
32.6
* Including upkeep of immature areas from prior years
The $5.0 million net outflow from investing activities not
constituting capital expenditure comprised $8.0 million net
proceeds on the sale of CDM, $10.9 million prepayments in
respect of non-current assets, $1.0 million interest received
and an outflow of $3.1 million in respect of MCU (of which
$2.0 million was consideration for the increase in the group’s
economic interest in MCU from 49 per cent to 95 per cent
and $1.1 million was a loan advanced to MCU prior to its
becoming a subsidiary of the company) (2024: net outflow of
$5.4 million comprising $7.7 million investment in stone, sand
and coal interests, $1.1 million interest received and other
cash receipts of $1.5 million).
23
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
The net cash outflow from financing activities amounted to
$15.6 million (2024: $32.4 million inflow) and was made up
as follows:
2025
2024
$’m
$’m
Preference dividends paid
(8.8)
(18.6)
Repayments to non-controlling shareholder
(8.8)
(12.2)
New equity from non-controlling interests
–
53.6
Cost of non-controlling interest transaction
–
(1.1)
Redemption/purchase of sterling notes for
cancellation
(30.4)
(11.6)
Net movement in bank borrowings
34.0
27.5
Net movement in other borrowings
(3.0)
(2.8)
Decrease in restricted cash at bank
1.6
0.3
Cost of capital reduction
(0.2)
–
Purchase of non-controlling interest
–
(2.7)
(15.6)
32.4
Liquidity and financing development
As noted under
Cash flow
above, the group opened 2026
with cash balances totalling $23.2 million.
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.
A maximum of $9.4 million will fall due for payment in June
2026 in respect of the group’s dollar notes. There are $27.0
million nominal of dollar notes outstanding and holders of
$17.6 million have agreed not to exercise their right to sell
their notes on 30 June 2026.
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.
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
above) 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.
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.
As a result of these developments, the group can look forward
to reporting a strengthened financial position at the end of
2026, with greater cover for debt service from operational
cash flows, reduced net indebtedness and an improved debt
maturity profile. Looking further to the future, the directors'
strategy for the group will be to derive maximum value from
the ancillary operations in stone and sand and to use such
extracted value, supplemented by the cash flow from the core
oil palm business, further to reduce group net indebtedness
while continuing to invest in improvements to and the
expansion of the oil palm operations.
The group’s oil palms fruit continuously throughout the year
but traditionally crops are generally weighted to the second
half of each year, though this was not true of 2025. Usually
there is some seasonality in the funding requirements of the
agricultural operations with cash generation greater in the
second half of the year than the first.
24
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Finance
continued
Financing policies
The directors believe that, in order to maximise returns to
holders of the company’s ordinary shares, a proportion of
the group’s funding needs should be met with prior ranking
capital, namely borrowings and preference share capital.
The latter has the particular advantage that it represents
relatively low risk permanent capital and, to the extent that
such capital is available, the directors believe that it is to be
preferred to debt. Insofar as the group does have borrowings,
the directors believe that the borrowings should be structured
to fit the characteristics of the assets that they are financing
so that new plantings, which take several years to mature, are
financed with longer-term debt while shorter-term debt is used
only to finance working capital requirements.
Whilst the directors retain the above stated policy regarding
borrowings, they recognise that further debt reduction will be
needed to bring the group’s capital structure fully into line with
the policy.
Net debt was 50.5 per cent of total shareholder funds at 31
December 2025 (31 December 2024: 54.0 per cent). The
total net debt at 31 December 2025 amounted to $152.3
million (31 December 2024: $159.3 million).
The dollar notes carry interest at a fixed rate of 7.5 per cent
per annum. Interest is currently payable on the rupiah term
bank loans and working capital facilities at rates of 8.25 or
8.5 per cent per annum. A 1.0 per cent increase in the floating
rates of interest payable on the group’s floating or variable
rate borrowings at 31 December 2025 would have resulted in
an additional annual cost to the group of approximately $1.3
million (2024: $1.0 million).
The group regards the dollar as the functional currency of
most of its operations. Whilst borrowings in dollars avoid
currency risk, loan finance is now most readily available to
the group from Indonesian banks and the group cannot
easily borrow from Indonesian banks in any currency other
than rupiahs. Currency hedging transactions in Indonesia
involve risks that the Indonesian tax authorities may view such
transactions as separate from the exposures hedged and
disallow for tax purposes any losses incurred on the hedging
transactions. Accordingly, the group regards exposure to
currency risk on its non-dollar borrowings as an inherent and
unavoidable risk of its business. The group has never covered,
and does not intend in future to cover, the currency exposure
in respect of the component of the investment in its operations
that is financed with sterling denominated shareholder capital.
The group’s policy is to maintain a cash balance in sterling
sufficient to meet its projected sterling expenditure for a
period of between six and twelve months and a cash balance
in rupiah sufficient to cover its forthcoming rupiah debt service
obligations and short-term rupiah denominated operating
expenditure.
25
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Strategic report
Sustainability and climate report
Introduction
In 2025, sustainability remained firmly at the core of all
aspects of the group’s business and long-term strategy. The
group’s four strategic pillars (sustainable development, climate
action, forest conservation and empowering livelihoods)
underpin the group’s approach to sustainability to ensure that
the operations contribute positively to sustainable growth and
emission reduction, forest conservation, biodiversity protection,
smallholder inclusion, and to creating value for stakeholders.
Focusing on key areas that support responsible and
sustainable business practices, the group continues to: expand
the certification of its operations to ensure compliance with
evolving standards; seek to drive improvements and empower
inclusivity across the supply chain by expanding strategic
partnerships with smallholders and building on engagement
and firm relationships with local communities; and work on
reducing emissions through conservation initiatives.
Several key milestones reflect the group’s progress in 2025.
These are described below under
TCFD
,
Climate-related risks
and opportunities
, and other following sections of this report.
In addition to maintaining 100 per cent RSPO certification
for the group’s three mills, the proportion of RSPO certified
plantations increased to 100 per cent (2024: 84 per cent).
Smallholder inclusion remained a priority, with SHINES
transitioning from launch into active delivery, supporting
independent smallholders through training, land legality
management, mapping, and compliance processes aligned
with RSPO and EUDR requirements. In 2025, the group
also launched the SPACE programme, a landscape-level
partnership programme with villages focused on building
long-term cooperation with farmers, cooperatives, and villages.
These programmes strengthen inclusive, traceable, and
legally compliant supply chains while contributing to economic
development for the community and forest protection.
Governance and accountability mechanisms through the
grievance committee and GREAT have continued to provide a
transparent and structured approach to stakeholder concerns.
The group achieved a ZSL SPOTT score of 97.1 per cent
(2024: 91.5 per cent), ranking second out of the 100
companies assessed, reinforcing the group’s status as a
leading sustainable palm oil producer. The group was verified
independently as 100 per cent 'Delivering' under the NDPE
reporting framework. Additionally, the group became a
member of the United Nations Global Compact to further
expand the group’s engagement in sustainability initiatives at
industry level.
In addition to the sustainability information published each
year in the annual report, the group publishes on its website
more detailed information regarding the group’s sustainability,
environmental and social performance in accordance with
internationally recognised standards and practices. This allows
the group to take responsibility for its impacts and allows
stakeholders to monitor the group’s progress in meeting its
sustainability commitments. This additional sustainability
information is updated regularly through the year and
is available at www.rea.co.uk/sustainability. The website
information substitutes for standalone hard copy sustainability
reports such as were published by the group in the past but
does not substitute for the statutory disclosures (as set out in
Regulatory information
below) required pursuant to the UK
Listing Rules.
Certification
Certification provides third party verification that a company
is operating in accordance with national and international
standards. Further, it encourages companies to improve
their policies and practices by generating higher premia
for certified products. Standards are embodied in various
certification schemes, specifically the RSPO, ISPO and
ISCC. These schemes focus on minimising deforestation,
transparent feedstock supply chains, human rights and safety,
and measurement of GHG emissions. The group aims to
achieve and maintain certification under these internationally
recognised schemes for all of its plantations and mills.
Certified sales
During 2025, some 73 per cent of the group’s FFB was
sourced from the group’s own estates and some 27 per cent
was supplied by plasma schemes managed by the group
and external third party suppliers. 100 per cent (2024: 84
per cent) of the group’s estates are now RSPO certified. A
lower percentage of the plasma schemes and external FFB
suppliers is currently RSPO certified, but the group is actively
supporting smallholder schemes in working to achieve RSPO
certification.
Where CPO is both RSPO and ISCC certified, such oil can
only be sold with one of the two certifications. Accordingly,
the group decides which certification scheme should apply to
each sale to achieve the highest premium. Although the same
is true of RSPO and ISCC certified CPKO, in practice CPKO
is only sold under the RSPO certification scheme. A schedule
of sales classified by certification category is set out under
Revenues
in
Agricultural operations
above.
Throughout 2025, there was limited demand for ISCC
certified oil as the market has shifted towards alternatives
to palm-based products, such as waste-based products, for
biofuels under the EU RED legislation. By contrast, demand
for RSPO certified oil has remained steady, even though small
volumes were sold as non-certified and, therefore, without
premia to meet buyers’ requirements. However, refineries in
East Kalimantan are now showing an increasing interest in
purchasing segregated RSPO CPO and CPKO which should
further drive the need for traceable production going forward.
The group uses the RSPO PRISMA system (formerly
known as RSPO PalmTrace) for certifying transfers of oil
palm products from mills to buyers' refineries. Where RSPO
certified oil is sold as non-certified, the group is able to obtain
RSPO paper credits and sell those credits separately from
the oil. RSPO PRISMA provides a marketplace for such
credits which can be carried forward and, if suitable prices are
obtainable, sold when the group chooses.
26
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Sustainability and climate report
continued
Environment and responsible agricultural practices
The group’s mills are also rated annually under PROPER,
an initiative of the Indonesian government’s Environmental
Impact Agency which seeks to mitigate risks of pollution
and associated consequences. A blue rating denotes that
environmental management standards meet the regulatory
requirements; a green rating denotes that the company’s
standards go beyond the standard regulatory requirements; a
gold rating denotes outstanding environmental performance
with innovation and community impact. In 2025, COM became
the first palm oil mill in East Kalimantan to earn the Provincial
Gold PROPER award.
2025
2024
Provincial
National*
Provincial
National
POM
Green
Blue
Green
Blue
COM
Gold
Green
Green
Green
SOM
Green
Green
Green
Blue
Usage of water and inorganic fertiliser are as shown below:
2025
2024
Water usage (m³ per tonne of FFB)
1.60
1.60
Inorganic fertiliser application (tonnes)
26,602
28,757
Inorganic fertiliser application
(tonnes per hectare)
0.69
0.75
Production of CPO and CPKO uses large quantities of
water which must be carefully managed to minimise waste
and to reduce the risks associated with droughts during
the drier seasons. Water usage inevitably increases as
FFB production increases, so the group has been working
to improve the efficiency of water consumption in its mills
and has developed a time bound plan with the objective of
minimising water usage, which is consistently maintained
at below 2.5m³ per tonne of FFB. Water usage is optimised
through recycling of condensate water for processing in the
mills as well as through regular preventative maintenance
on water management equipment. The group conducts an
annual review and evaluation of water saving targets to ensure
ongoing minimisation of water consumption.
SECR
The group has been monitoring and reporting its carbon
footprint using the PalmGHG tool for over ten years and
currently uses the latest version (version 4) of that tool.
Annual reporting of emissions using the PalmGHG tool
has been mandatory for all RSPO members since 2016
and use of version 4 of the tool since 1 January 2020. The
PalmGHG tool was developed by a multi stakeholder group
within RSPO which included leading scientists in the field of
GHG accounting for oil palm operations. Reported emissions
are independently verified by RSPO accredited certification
bodies. The group also reports emissions for both ISCC and
ISPO using a different calculation methodology.
The PalmGHG tool uses a life cycle assessment approach,
whereby all the major sources of GHG emissions (carbon
dioxide (CO
2
), methane (CH
4
) and nitrous oxide (N
2
O))
linked to the cultivation, processing and transport of oil
palm products are quantified and balanced against carbon
sequestration and GHG emission avoidance. All direct, and
the majority of indirect, emissions associated with the group’s
oil palm operations in Indonesia are captured within the
PalmGHG tool. Changes in the calculation methodologies of
the various versions of the PalmGHG tool as it has developed
mean that there have been variations in the bases of emission
calculation from year to year.
Information on the group’s emissions and energy consumption
in accordance with SECR is set out in
Regulatory information
below.
Whilst the methodology for calculating emissions under SECR
is identical to that used for RSPO, the scope of activities
covered is different. RSPO requires only the GHG emissions
from the group’s palm oil mills and their supply bases to be
included. Emissions linked to the group’s estates that do not
yet supply FFB to one of the group’s mills are not included.
Instead, emissions associated with the land use change
component of new oil palm developments are accumulated
during the period of development and then amortised
over the remaining productive life of each development
once the development starts producing crop. The scope
of emissions reported under SECR, however, includes all
group activities worldwide and thus includes emissions from
new developments as these arise, but without applying the
concept of emission accumulation and amortisation. Except as
otherwise stated, the PalmGHG methodology, adjusted for this
different basis, has been used for the SECR calculations.
RSPO is currently developing PalmGHG version 5 to align
with the now widely accepted international GHG Protocol
Corporate Standard, including Scope 1, 2 and 3 emissions.
Once published, the group intends to adopt the updated
RSPO calculator as its primary reporting tool, enabling the
use of a single, internationally aligned methodology for both
certification and corporate reporting purposes.
Gross GHG emissions associated with the group’s oil palm
operations were overall 0.3 per cent lower in 2025 compared
with 2024 due to changes in the group’s operational boundary
following the removal of CDM (sold in 2025) and PBJ (sold
in 2016), under the RSPO Time Bound Plan (as approved by
RSPO in July 2025), efficiencies in mill performance resulting
in reduced generation of POME, and reduced fossil fuel
consumption reflecting the lower volume of FFB processed.
Although sold by the group some years ago, PBJ’s GHG
emissions continued to be recorded as part of the group’s
emissions for the purpose of RSPO calculations until its
removal was approved by RSPO.
Net GHG emissions are calculated by deducting from the
gross GHG emissions the carbon that is estimated to have
been fixed (sequestered) by the oil palms and conserved
set-aside forest through the process of photosynthesis. A
further deduction is made to account for the GHG emissions
that have been avoided as a result of the use of renewable
electricity from the group’s methane capture facilities in
27
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
domestic buildings and by local communities that were
previously supplied with electricity from diesel powered
generators.
In 2025, net GHG emissions were 14.8 per cent lower than
in 2024. This was principally due to greater use of palm
kernel shells in substitution for fossil fuels which more than
compensated for the loss of emissions offset for sales of
biogas generated power to the national grid, such sales having
ceased in 2025 as a result of the reduced requirement from
the state energy company, PLN.
The group assesses the intensity of its gross and net GHG
emissions using two measures: emissions per tonne of CPO
produced and emissions per planted hectare (immature and
mature). These measures provide different perspectives, as
emissions per hectare are not influenced by the maturity of
the palm, in contrast to emissions per tonne of CPO which do
reflect palm maturity and production efficiency.
In 2025, net GHG emission intensity decreased by 13.7 per
cent to 0.40 tCO
2
eq (2024: 0.46 tCO
2
eq) per tonne of CPO
produced (2025 production: 190,971 tonnes) and by 5.6 per
cent to 2.08 tCO
2
eq (2024: 2.21 tCO
2
eq) per planted hectare
(2025: 36,728 hectares, including both group and plasma
hectarage). Gross GHG emission intensity increased by 1.1
per cent to 3.19 tCO
2
eq (2024: 3.13 tCO
2
eq) per tonne of
CPO produced and by 10.5 per cent to 16.45 tCO
2
eq (2024:
14.89 tCO
2
eq) per planted hectare.
Although absolute gross and net GHG emissions decreased in
2025, the emission intensity measures show different trends
with gross intensity increasing and net intensity decreasing in
2025. The increase in gross GHG emission intensity reflected
new planting activity, fertiliser use spread over a smaller
planted area and lower CPO production. By contrast, net GHG
emission intensity decreased as carbon sequestration from oil
palms and conserved areas, together with emission avoidance
measures, more than offset the increased gross emissions
on an intensity basis. The group’s long-term strategy is to
reduce emissions by focusing on decarbonisation and carbon
insetting, as explained under
TCFD
and
UK CFD
below.
Employees
2025
Male
Female
Total
Directors (including non-
executive directors)
5
2
7
Management
72
21
93
Rest of workforce
5,622
2,206
7,828
Total workforce
5,699
2,229
7,928
Proportion of total workforce
72%
28%
Proportion of management team
77%
23%
2024
Male
Female
Total
Directors (including non-
executive directors)
5
2
7
Management
69
22
91
Rest of workforce
6,142
2,468
8,610
Total workforce
6,216
2,492
8,708
Proportion of total workforce
71%
29%
Proportion of management team
76%
24%
The workforce reduction in 2025 reflected the sale of CDM
and the continued drive to reduce headcount whilst improving
efficiency and productivity.
The directors encourage and promote diversity throughout
the group and the participation of women in senior leadership
roles and at all levels throughout the group. Substantially all of
group’s employees are based in Indonesia and 7,894 (some
99 per cent) are South East Asian. Given the nature and
location of the group’s operations, the directors have not set
specific targets as respects gender or ethnic diversity.
Performance of management and employees is evaluated
annually in relation to a pre-agreed set of quantitative and
objective KPIs and in line with best practice in the industry
in which the group operates. Particular attention is paid to
ensuring that compensation and benefits for field workers,
who are a key component of the group’s workforce, are
competitive and effective.
The group runs in-house and external training and coaching
for employees to ensure the alignment of individual and
corporate values, policies, and priorities. During 2025 the
group conducted leadership assessments for all employees
at managerial level to assess their suitability for key roles. The
group also promotes upward mobility of promising employees
through its management training programme and by recruiting
new graduates through collaborations with local polytechnics
and universities. 26 per cent of participants in this programme
since its initiation in 1997 are still employed by the group.
The group partners with a specialist palm oil polytechnic, CWE,
in supporting the development of future technical specialists
by sponsoring scholarships for CWE’s diploma programme.
Five students, children of group employees and members
of the local community, who were awarded scholarships,
graduated in 2025 and a further three students will graduate
28
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Sustainability and climate report
continued
in 2026. All group supported scholars are offered employment
by the group upon their graduation.
As well as opportunities for career development, the group
provides competitive remuneration packages and a decent
standard of living on the estates for employees and their
families in order to attract and retain staff at all levels. This
is particularly important given the remote location of the
group’s estates. Good quality housing and community facilities
for employees are a priority. The village emplacements are
provided with medical clinics, crèches, mosques, churches,
sports facilities and markets. Three employee cooperative
shops (REA Mart) serve the group’s estate areas. These
supply everyday groceries and household items for the benefit
of employees living on the estates. The shops are able to bulk
purchase and thereby source products competitively.
The group’s educational foundation provides a network of
28 schools across the estates, authorised in accordance
with government regulations, comprising 13 pre-schools,
14 primary schools and one secondary school. At the end
of 2025, there were 2,744 students (620 pre-school, 1,872
primary school and 252 secondary school children) enrolled in
the group’s school system.
An informal team of volunteers who are either employees or
employee family members, works to develop and undertake
activities aimed at improving the quality of the REA Kaltim
community, focusing on educational facilities and general
hygiene.
Social matters
Health and safety
The group maintains health and safety policies and procedures
for employees, contractors and visitors to the group’s sites.
In 2025, the group successfully achieved certification under
the Indonesian Health and Safety Work Management System
(SMK3) and was recognised at the 2025 K3 awards for
zero accidents based on third party verification of the group’s
2024 K3 performance. Training continues to focus on safe
working practices throughout the operations, fire risks and
management, and first aid.
2025
2024
Work incident cases
1,019
955
Working days lost
930
651
LTIFR
13.32
11.8
The increase in incidents and working days lost reflects the
inherent risks associated with activities such as tall palm
harvesting and maintenance work. Contributing factors
included more challenging field conditions during periods
of very high rainfall in 2025 and a greater proportion of
newly recruited less experienced harvesters. In response, the
group has strengthened preventive and corrective measures,
including targeted safety training, stricter enforcement
of safe work practices, enhanced supervision in high-risk
areas, regular Hazard Identification, Risk Assessment and
Determining Control (HIRADC) and Health and Safety
Executive (HSE) inspections, and systematic incident
investigations to address root causes and prevent recurrence.
Healthcare provision is usually extremely limited in the remote
rural areas in Indonesia, such as in the locations of the group’s
operations. The group has therefore established a network
of 18 clinics to provide healthcare to employees, their family
members and members of the local communities living in
proximity to the group’s operations. There is a full time team
of three general practitioners, one dentist, 26 nurses, 13
midwives, two pharmacists, a laboratory analyst, a nutritionist,
an environmental health officer and one medical record officer
on site.
All employees receive training in basic life support skills
and, at certain levels, training in first aid. The group performs
regular general and specific work related medical checks
and promotes monthly immunisation and disease prevention
programmes. The group’s medical facilities were again
recognised by the East Kalimantan provincial government
at the 2025 K3 awards for their strong performance in
occupational health and disease prevention, including HIV,
AIDS and tuberculosis control.
Communities
The group remains committed to fostering strong relationships
with local communities to support their wellbeing and ensure
sustainable operations. An in-house team engages regularly
with community representatives to facilitate dialogue, address
concerns, and enhance collaboration.
Land claims
Land rights claims against the group due to encroachment
activities have decreased significantly in recent years, from
27 claims in 2017 to a handful of claims in each year since. In
2025, three new land claims were lodged covering an area of
6.3 hectares in an HCV area.
Community resources
Water treatment facilities installed by the group provide access
to clean drinking water for ten local villages. The group also
supports local communities to diversify livelihoods, strengthen
food security, and build long-term resilience. Programmes
include a collaboration with the Indonesian National Police
to promote cultivation of alternative crops. The group also
contributes to the maintenance and improvement of local
infrastructure by repairing village roads and bridges to improve
accessibility, enhance safety, and support the daily mobility of
villagers.
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Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Smallholders
The group supports oil palm smallholders in the surrounding
communities by way of three smallholder schemes: PPMD,
plasma, and independent cooperatives. These schemes
create mutually beneficial relationships, contribute to local
employment and are supported by the group's provision of
training in better, more sustainable, agricultural practices.
The group purchases FFB from eight plasma schemes and 23
PPMD and independent cooperatives. Planted areas owned
by these cooperatives, and the FFB purchased from them, is
shown below with other relevant statistics.
2025
2024
Smallholder plantings (hectares)
Plasma, excluding CDM
3,765
3,765
CDM plasma
1,058
1,058
Independent cooperatives*
9,600
7,510
PPMD**
1,995
1,479
Total
16,418
13,812
Group plantings (hectares)
32,963
35,873
Smallholder plantings as percentage of
group plantings***
46.6%
38.5%
*
The increase in 2025 is due to (i) remeasurement of certain areas
in connection with the group’s SPACE programme, and (ii) activation
of previously non-cultivatable land areas following changes to land
classifications from forest areas to areas for other use (APL) in
accordance with government regulations.
**
The increase in 2025 reflects a reclassification of certain areas
following updates of local smallholders’ records.
*** 2025 percentage excludes CDM plasma
2025
2024
FFB purchased (tonnes)*
Plasma, excluding CDM
77,659
75,871
CDM plasma (2025: 4 months to April)
5,446
9,892
Independent smallholder and PPMD
cooperatives
141,633
120,608
Total
224,738
206,371
Smallholder FFB processed as percentage of
total FFB processed**
25.7%
23.1%
Revenue to cooperatives ($ millions)
42.6
35.5
*
Excluding purchases from third party corporates
** 2025 percentage excludes CDM plasma
The increase in plasma production in 2025 was attributable
to improved field maintenance, including better harvesting
access and infrastructure to facilitate crop evacuation, as well
as improved fertiliser application.
The group’s SHINES programme, launched in 2024 and
fully implemented in 2025, supports smallholders in attaining
RSPO certification and EUDR compliance whilst promoting
forest conservation of some 10,000 hectares. Approximately
600 independent smallholders are currently enrolled in the
programme.
In 2025, the group launched SPACE, a landscape-level
partnership programme with villages that focuses on
livelihoods and local economic development. SPACE works
directly with local government, villages and cooperatives
to improve income stability, support responsible replanting
and new planting on legal non-forest land, and strengthen
traceable and legally compliant supply chains. Initial
engagement with local villages has involved more than 100
smallholders.
Governance
Respect for human rights
The group takes seriously its duty to protect and respect
the human rights of any person affected by its operations
and is committed to adhering to the core conventions of the
International Labour Organisation’s Fundamental Principles
and Rights at Work, as well as Indonesian labour regulations
and the provisions of the Modern Slavery Act 2015. The policy
on human rights is displayed at work sites to communicate
the group’s commitments in this regard to employees at
every level. This policy includes a commitment to promote
diversity and equality in the workplace and states clearly that
discrimination based on age, disability, ethnicity, gender, marital
status, political opinion, race, religion, or sexual orientation
will not be tolerated. As at the end of 2025, 40 ethnicities
and 5 religions were represented in the group’s workforce.
The group’s DEI committee comprises the head of human
resources, senior managers and employees with relevant
knowledge and expertise. The DEI committee advises on and
supports the implementation of group policies, promoting an
inclusive workplace culture.
During 2025, the group implemented a series of human
rights due diligence (HRDD) procedures to systematically
identify, prevent, mitigate and address actual and potential
human rights impacts arising from its operations, business
relationships and supply chain. HRDD focuses on key risk
areas such as workers’ rights and occupational health and
safety, land and resource rights, community engagement,
and grievance and remediation mechanisms in respect
of employees, contractors, direct suppliers and relevant
external stakeholders, including local communities. The group
conducted training and awareness programmes for internal
and external teams, and initial field assessments across the
estates, mills and supply bases. Areas identified in 2025 as
requiring improvement, included access to education at one
site, checks on provisions and utilisation of personal protective
equipment, and potential risks associated with changes
to certain harvesting practices. The relevant corrective
and preventive actions were implemented as a result of
the findings and further such HRDD assessments will be
conducted in 2026.
Anti-corruption and anti-bribery safeguards
A code of conduct established in 2011 embodies the group’s
anti-bribery and corruption policy as well as whistleblowing
procedures. Anti-bribery training for employees in Indonesia
covers both local and international standards of good
governance, laws and regulations, with specific reference
to the Bribery Act 2010. The whistleblowing procedure
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Sustainability and climate report
continued
implemented for employees in Indonesia, where the majority
of the workforce is based, and for external stakeholders is
managed and facilitated by a professional independent third
party firm. Matters, such as unethical, illegal, or improper
activities that could harm individuals, the group, stakeholder’s
interests or the environment, may be reported via the group’s
website. Reported matters that warrant investigation are
brought to the attention of the REA Kaltim audit committee
which has primary responsibility for oversight of issues arising
and any follow up action necessary in respect of the group’s
code of conduct. As required, such matters are referred to the
group audit committee.
In 2025, the group updated its whistleblowing reporting
framework to strengthen accessibility, confidentiality and
transparency. The revised procedure is available on both
the Indonesian website (www.rea.co.id) and the UK website,
providing clear guidance for employees and external
stakeholders.
Conservation
Plantation development in the tropics has the potential to alter
local biodiversity and natural ecosystem functions. The group
believes that operational requirements for oil palm cultivation
which include land clearing, maintenance, harvesting,
processing and delivery should be guided by conservation
principles designed to avoid or mitigate negative impacts
and augment positive steps to restore or enhance original
landscape level biological diversity. Currently approximately
11,000 hectares have been set aside as conservation
reserves within the group’s titled land bank, accounting for
some 20 per cent of the group's land areas (conservation
areas were reduced by some 6,500 hectares following the
divestment of CDM in 2025).
The group’s dedicated conservation department (REA Kon) is
responsible for a range of activities, including:
•
monitoring water quality
•
monitoring temperature, rainfall and humidity from
weather stations across the estates
•
species monitoring and data logging to maintain a
database of, in particular, CR or EN species in accordance
with the IUCN species classification system, which is
externally verified for RSPO certification purposes
•
investigating any encroachment and, as necessary,
processing transgressions in conjunction with local
communities and government authorities
•
establishing HCV boundary markers and conservation
signboards
•
distributing seedlings for enrichment programmes to
enhance biodiversity and improve the ecological function
of the conservation areas
•
promoting environmental awareness and collaboration
through outreach programmes for students, employees,
and local communities
Orangutan and other wildlife population monitoring continued
in 2025 using camera traps. Data is analysed in collaboration
with researchers for spatial distribution and population
estimates. Since 2018, the number of CR and EN species
recorded has remained stable.
REA Kon works with government agencies and local
communities on landscape-level conservation through
the protection of key ecosystems, implementation of
environmental remediation and compensation programmes,
delivery of the RaCP Partnership Programme, and community-
based conservation and livelihood initiatives.
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Overview
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Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Strategic report
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
below. 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
above. 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
in the
Directors’ report
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
Failure to achieve optimal upkeep
standards
A reduction in harvested crop resulting
in loss of potential revenue
The group has adopted standard operating practices
designed to achieve required upkeep standards
Pest and disease damage to oil palms
and growing crops
A loss of crop or reduction in the
quality of harvest resulting in loss of
potential revenue
The group adopts best agricultural practice to limit pests
and diseases
Other operational factors
Shortages of necessary inputs to the
operations, such as fuel and fertiliser
Disruption of operations, including
an inability to collect harvested crop,
resulting in a loss of potential revenue
or increased input costs leading to
reduced profit margins
The group maintains stocks of necessary inputs to provide
resilience and has established biogas plants to improve its
self-reliance in relation to fuel. Construction of a further
biogas plant in due course would increase self-reliance and
reduce costs as well as GHG emissions
High levels of rainfall or other factors
restricting or preventing harvesting,
collection or processing of FFB crops
FFB crops becoming rotten or over
ripe leading either to a loss of CPO
production (and hence potential
revenue) or to the production of CPO
that has an above average free fatty
acid content and is saleable only at a
discount to normal market prices
The group endeavours to employ a sufficient complement
of harvesters within its workforce to harvest expected
crops, to provide its transport fleet with sufficient capacity
to collect expected crops under likely weather conditions
and to maintain resilience in its palm oil mills with each of
the mills operating separately and some ability within each
mill to switch from steam based to biogas or diesel based
electricity generation
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Principal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other relevant
considerations
Disruptions to river transport between
the main area of operations and
the Port of Samarinda or delays in
collection of CPO and CPKO from the
transhipment terminal
The requirement for CPO and CPKO
storage exceeding available capacity
and forcing a temporary cessation
in FFB harvesting or processing
with a resultant loss of crop and
consequential loss of potential
revenue
The group’s bulk storage facilities have sufficient capacity
for expected production volumes and, together with the
further storage facilities afforded by the group’s fleet of
barges, have hitherto always proved adequate to meet the
group’s requirements for CPO and CPKO storage
Occurrence of an uninsured or
inadequately insured adverse event;
certain risks (such as crop loss
through fire or other perils), for which
insurance cover is either not available
or is considered disproportionately
expensive, are not insured
Material loss of potential revenues or
claims against the group
The group maintains insurance at levels that it considers
reasonable against those risks that can be economically
insured and mitigates uninsured risks to the extent
reasonably feasible by management practices
Produce prices
Volatility of CPO and CPKO prices
which as primary commodities may be
affected by levels of world economic
activity and factors affecting the
world economy, including geopolitical
uncertainties, levels of inflation and
interest rates
Reduced revenue from the sale of
CPO and CPKO and a consequent
reduction in cash flow
Swings in CPO and CPKO prices should be moderated by
the fact that the annual oilseed crops account for the major
proportion of world vegetable oil production and producers
of such crops can reduce or increase their production
within a relatively short time frame
Restriction on sale of the group’s CPO
and CPKO at world market prices
including restrictions on Indonesian
exports of palm products and
imposition of high export charges
Reduced revenue from the sale of
CPO and CPKO and a consequent
reduction in cash flow
The Indonesian government applies sliding scales of
charges on exports of CPO and CPKO, which are varied
from time to time in response to prevailing prices, and
has, on occasions, placed temporary restrictions on the
export of CPO and CPKO; several such measures were
introduced in 2022 in response to generally rising prices
precipitated by 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
Disruption of world markets for CPO
and CPKO by the imposition of import
controls, tariffs or taxes in consuming
countries
Depression of selling prices for CPO
and CPKO if arbitrage between
markets for competing vegetable oils
proves insufficient to compensate for
the market disruption created
The imposition of controls, tariffs or taxes on CPO or
CPKO in one area can be expected to result in greater
consumption of alternative vegetable oils within that area
and the substitution outside that area of CPO and CPKO
for other vegetable oils
Expansion
Failure to secure in full, or delays in
securing, the land or funding required
for the group’s planned extension
planting programme
Inability to complete, or delays in
completing, the planned extension
planting programme with a
consequential reduction in the group’s
prospective growth
The group holds sufficient fully titled or allocated land
areas suitable for planting to enable it to complete
its immediately planned extension planting. It works
continuously to maintain permits for the planting of these
areas and aims to manage its finances to ensure, in so
far as practicable, that it will be able to fund any planned
extension planting programme
A shortfall in achieving the group’s
planned extension planting
programme negatively impacting the
continued growth of the group
A possible adverse effect on market
perceptions as to the value of the
group’s securities
The group maintains flexibility in its planting programme to
be able to respond to changes in circumstances
Sustainable practices
Failure by the agricultural operations
to meet the standards expected
of them as a large employer of
significant economic importance to
local communities
Reputational and financial damage
The group has established standard practices designed to
ensure that it meets its obligations, monitors performance
against those practices and investigates thoroughly and
takes action to prevent recurrence in respect of any
failures identified
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Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Risk
Potential impact
Mitigating or other relevant
considerations
Criticism of the group’s environmental
practices by conservation
organisations scrutinising land areas
that fall within a region that in places
includes substantial areas of unspoilt
primary rainforest inhabited by diverse
flora and fauna
Reputational and financial damage
The group is committed to sustainable development of oil
palm and has obtained RSPO certification for all of the
group’s current operations and is supporting a growing
proportion of its third party FFB suppliers to also obtain
RSPO certification. All group oil palm plantings are on land
areas from which trees have previously been extracted by
logging companies and which have subsequently been
zoned by the Indonesian authorities as appropriate for
agricultural development. The group maintains substantial
conservation reserves that safeguard landscape level
biodiversity
Community relations
A material breakdown in relations
between the group and the host
population in the area of the
agricultural operations
Disruption of operations, including
blockages restricting access to oil
palm plantings and mills, resulting in
reduced and poorer quality CPO and
CPKO production and consequential
loss of potential revenue
The group seeks to foster mutually beneficial economic
and social interaction between the local villages and the
agricultural operations. In particular, the group gives priority
to applications for employment from members of the local
population, encourages local farmers and tradesmen to
act as suppliers to the group, its employees and their
dependents and promotes smallholder development of oil
palm plantings
Disputes over compensation payable
for land areas allocated to the group
that were previously used by local
communities for the cultivation of
crops or as respects which local
communities otherwise have rights
Disruption of operations, including
blockages restricting access to the
area the subject of the disputed
compensation
The group has established standard procedures to ensure
fair and transparent compensation negotiations and
encourages the local authorities, with whom the group has
developed good relations and who are therefore generally
supportive of the group, to assist in mediating settlements
Individuals party to a compensation
agreement subsequently denying or
disputing aspects of the agreement
Disruption of operations, including
blockages restricting access to the
areas the subject of the compensation
disputed by the affected individuals
Where claims from individuals in relation to compensation
agreements are found to have a valid basis, the group
seeks to agree a new compensation arrangement; where
such claims are found to be falsely based the group
encourages appropriate action by the local authorities
Stone and sand operations
Production
Failure by external contractors to
achieve agreed production volumes
with optimal extraction rates
Reduction in revenue
The stone and sand companies endeavour to use
experienced contractors, to supervise them closely and to
take care to ensure that they have equipment of capacity
appropriate for the planned production volumes
External factors, in particular weather,
delaying or preventing delivery of
extracted stone and sand
Reduced production and consequent
loss of potential revenue
Adverse external factors would not normally have a
continuing impact for more than a limited period
Geological assessments, which are
extrapolations based on statistical
sampling, proving inaccurate
Unforeseen extraction complications
causing cost overruns and production
delays or failure to achieve projected
production resulting in loss of
potential revenue and reduced
operating margins
The stone and sand companies seek to ensure the
accuracy of geological assessments of any extraction
programme
Sales
Inadequate demand reducing sales
volumes
Reduction in revenue and profits
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
production quotas below the 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
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Principal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other relevant
considerations
Transport constraints delaying
deliveries or reducing delivered
volumes
Failure to meet contractual sale
obligations with loss of revenue and
possible consequential costs
For the stone operations, the group has established
transport corridors to east and west of the main stone
deposit and intends that regular maintenance will ensure
that these corridors remain fit for purpose; the sand
company is adjacent to the Mahakam River and barges are
readily available to effect sand deliveries
Local competition reducing stone and
sand prices
Reduction in revenue and operating
margins
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 sand
deposits comprise silica 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 royalties or
duties on the extraction of stone
or sand or imposition of export
restrictions
Reduction in revenue
The Indonesian government has not to date imposed
measures that would seriously affect the viability of
Indonesian stone and sand quarrying operations
Sustainable practices
Failure by the stone and sand
operations to meet the standards
expected of them
Reputational and financial damage
The areas of the stone and sand companies are relatively
small and should not be difficult to supervise. The
companies are committed to international standards of
best environmental and social practice and, in particular,
to proper management of waste water and reinstatement
of quarried and mined areas on completion of extraction
operations
General
IT security
IT related fraud including cyber
attacks that are becoming increasingly
prevalent and sophisticated
Losses as a result of disruption of
control systems and theft
The group’s IT controls and financial reporting systems and
procedures are independently audited and tested annually
and recommendations for corrective actions to enhance
controls are implemented. Several upgrades to firewalls
and 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
Use of AI
Unauthorised data exposure or losses,
including financial losses, resulting
from inappropriate use or lack of
monitoring of AI tools
The group has in place a mandatory policy and governance
framework regarding AI use to ensure transparency,
appropriate usage (including internal protocols and
monitoring) and alignment with regulatory expectations and
best practice
Currency
Strengthening of sterling or the rupiah
against the dollar
Adverse exchange movements on
those components of group costs and
funding that arise in rupiah or sterling
As respects costs and sterling denominated shareholder
capital, the group considers that the risk of adverse
exchange movements is inherent in the group’s business
and structure and must simply be accepted. As respects
any rupiah borrowings, the group considers it better to
accept the resultant currency risk than to hedge that risk
with hedging instruments
Cost inflation
Increased costs as a result of
worldwide economic factors or
shortages of required inputs (such as
shortages of fuel or fertiliser arising
from the wars)
Reduction in operating margins
For each of the group’s products, cost inflation is likely
to have a broadly equal impact on all producers of
that product and may be expected to restrict supply if
production of the product becomes uneconomic. Cost
inflation can only be mitigated by improved operating
efficiency
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Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Risk
Potential impact
Mitigating or other relevant
considerations
Funding
Bank debt repayment instalments
and other debt maturities coincide
with periods of adverse trading
and negotiations with bankers and
investors are not successful in
rescheduling instalments, extending
maturities or otherwise concluding
satisfactory refinancing arrangements
Inability to meet liabilities as they fall
due
The group maintains good relations with its bankers and
other holders of debt who have generally been receptive
to reasonable requests to moderate debt profiles or waive
covenants when circumstances require. Such was the
case, for example, when certain breaches of bank loan
covenants by group companies at 31 December 2020 and
2023 were waived. Moreover, the directors believe that the
fundamentals of the group’s business will normally facilitate
procurement of additional equity capital should this prove
necessary
Counterparty risk
Default by a supplier, customer or
financial institution
Loss of any prepayment, unpaid sales
proceeds or deposit
The group maintains strict controls over its financial
exposures which include regular reviews of the
creditworthiness of counterparties and limits on exposures
to counterparties. In addition, 90 per cent of sales revenue
is receivable in advance of product delivery
Regulatory exposure
New, and changes to, laws and
regulations that affect the group
(including, in particular, laws and
regulations relating to land tenure,
work permits for expatriate staff and
taxation)
Restriction on the group’s ability
to retain its current structure or to
continue operating as currently or to
renew or obtain permits
The directors are not aware of any planned changes that
would affect the group to a material extent. However, the
group is proceeding earlier than planned with renewals
of certain titles given the heightened focus on regulatory
compliance in the oil palm sector
Breach of the various continuing
conditions attaching to the group’s
land rights and the stone and sand
companies (including conditions
requiring utilisation of the rights) or
failure to maintain or renew all permits
and licences required for the group’s
operations
Civil sanctions and, in an extreme
case, loss of the affected rights
The group endeavours to ensure compliance with the
continuing conditions attaching to its land rights, that
its activities, and the activities of the stone and sand
companies, are conducted within the terms of the licences
and permits that are held and that licences and permits are
obtained and renewed as necessary. A recently initiated
government review of regulatory compliance in the palm oil
industry did not identify any 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
Failure by the group to meet the
standards expected in relation to
human rights, slavery, anti-bribery and
corruption
Reputational damage and criminal
sanctions
The group has traditionally had, and continues to maintain,
strong controls in this area because Indonesia, where all
of the group’s operations are located, has been classified
as relatively high risk by the International Transparency
Corruption Perceptions Index
Restrictions on foreign investment in
Indonesian mining companies, limiting
the effectiveness of co-investment
arrangements with local partners
Constraints on the group’s ability to
recover its investment
The group endeavours to maintain good relations with
the local partners in the group’s mining operations so
as to ensure that returns appropriately reflect agreed
arrangements
Country exposure
Deterioration in the political or
economic situation in Indonesia
Difficulties in maintaining operational
standards particularly if there was
a consequential deterioration in the
security situation
Indonesia currently appears stable and the Indonesian
economy has continued to grow but, in the late 1990s,
Indonesia experienced severe economic turbulence and
there have been subsequent occasional instances of civil
unrest, often attributed to ethnic tensions, in certain parts
of Indonesia. The group has never, since the inception of
its East Kalimantan operations in 1989, been adversely
affected by regional security problems
Introduction of exchange controls or
other restrictions on foreign owned
operations in Indonesia
Restriction on the transfer of fees,
interest and dividends from Indonesia
to the UK with potential consequential
negative implications for the servicing
of the group's UK obligations and
payment of dividends; loss of effective
management control
The directors are not aware of any circumstances that
would lead them to believe that, under current political
conditions, any Indonesian government authority would
impose restrictions on legitimate exchange transfers or
otherwise seek to restrict the group’s freedom to manage
its operations
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Principal risks and uncertainties
continued
Risk
Potential impact
Mitigating or other relevant
considerations
Mandatory reduction of foreign
ownership of Indonesian plantation or
mining operations
Forced divestment of interests in
Indonesia at below market values with
consequential loss of value
The group accepts there is a possibility that foreign owners
may be required over time to divest partially ownership
of Indonesian oil palm operations and there are existing
regulations that may result in a requirement to divest
over an extended period part of the group's 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
Disputes with staff and employees
Disruption of operations and
consequent loss of revenues
The group appreciates its material dependence upon
its staff and employees and endeavours to manage
this dependence in accordance with international
employment standards as detailed under
Employees
in the
Sustainability and climate report
above
Breakdown in relationships with local
investors in the group’s Indonesian
subsidiaries
Reliance on the Indonesian courts
for enforcement of the agreements
governing its arrangements with local
partners with the uncertainties that
any juridical process involves and with
any failure of enforcement likely to
have, in particular, a material negative
impact on the value of the stone and
sand operations because ownership
of those companies currently remains
registered in the name of the group’s
local partners
The group endeavours to maintain cordial relations with
its local investors by seeking their support for decisions
affecting their interests and responding constructively to
any concerns that they may have
37
R.E.A. Holdings plc
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Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
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
Regulatory compliance
(EUDR, RSPO, ISCC)
S
• Increased investment and costs of
compliance, including mapping land
use, enhancing traceability systems,
and verifying supply chains
• Constraints on sourcing external
FFB as stricter regulations
may disproportionately affect
independent smallholders
• Preparing for EUDR compliance by
engaging Control Union Malaysia
for an independent readiness
assessment (and developing a
due diligence system to mitigate
deforestation risks
• Investing in a robust traceability
system to track FFB to its origin
and in infrastructure to enable
physical segregation of (external)
FFB supplies and CPO and CPKO
production from those supplies
• Increasing RSPO certification of
the group’s own estates to 100 per
cent (2024: 84.4 per cent)
• Maintaining future access for the
group’s CPO and CPKO to EU
markets
•
Earning premia on sales of EUDR
compliant CPO and CPKO to
the EU from December 2026,
additional to premia for RSPO
certification
• Encouraging local smallholders to
sell FFB to the group to obtain the
benefit of sustainability premia for
their FFB
• Facilitating increased group
purchases of sustainable FFB by
progressing the implementation of
SHINES, supporting independent
smallholders in meeting RSPO
standards and national regulations
• Following recent RSPO enhanced
certification of COM, making sales
of RSPO identity preserved CPO as
market demand increases
Reputational risk from
deforestation concerns
S-M
• Negative impact on revenue, market
access, and long-term sustainability
strategy due to increased regulatory
compliance costs and negative
perception of group
•
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)
• Establishing grievance action
processes (GREAT) in support of
transparency and accountability,
and a structured approach to
addressing stakeholder concerns
• Redefining community and
stakeholder engagement strategy
to improve long-term community
relationships
• Implementing internal
communication and social media
strategy
• Enhancing disclosures through
regular website updates
• Strengthening stakeholder
relationships through a proactive
engagement strategy
• Improving brand reputation through
communication and sharing of
success stories in social media
• Partnering with RSPO on
communication initiatives
Carbon pricing and emissions
regulation
M
• Potential costs associated with
carbon taxation and emission caps
• Possible adverse Impacts from
implementation of the EU Omnibus
Directive (which is designed
to simplify and streamline EU
regulations on carbon)
• Adopting the international GHG
Protocol Corporate Standard
for carbon footprint assessment
upon alignment and publication
of the RSPO PalmGHG v5 toolkit
(expected during 2026)
• Improving carbon footprint
monitoring
• Monitoring industry and market
trends on carbon related
requirements
• Improving the group’s standing and
enhancing the value of its CPO and
CPKO production by developing
verified baseline, short, medium
and long-term targets for emission
reduction
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R.E.A. Holdings plc
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Principal risks and uncertainties
continued
Risk
Impact
Mitigation
Opportunity
Community and smallholder
resilience
M-L
• Climate variability resulting in
declining economic returns from
smallholder cultivation of oil palms
thereby causing disaffection in local
communities
• Evolving regulatory requirements
reducing the volume of external
FFB available to the group if
smallholders are unable to meet
compliance standards and must be
excluded from the group’s supply
base
• Expanding smallholder
programmes, including providing
support, capacity for, and
promoting, RSPO certification for
smallholders, providing polygon
mapping and offering legitimacy
through registration with the
eSTDB platforms managed by the
Indonesian government
• Scaling up structured engagement
with cooperatives and villages
through partnership-based
programmes
• Improving livelihoods and increasing
sustainable FFB sourced from
independent smallholders through
SHINES and other smallholder
partnership programmes (including
Reforma Agraria Land Object (so
called TORA))
• Enhancing landscape-level
partnerships, best sustainable
agricultural practices and economic
development for communities
through SPACE
Market and consumer
preferences
S-M
• Shifting demand towards
sustainable palm oil
• Shifting market demand away
from RSPO mass balanced (MB)
oil towards RSPO segregated
(SG) oil, with physical segregation
increasingly viewed as a way to
ensure deforestation-free supply
chains
• Achieving 100 per cent RSPO
certification for plantations and mills
• Continuing compliance with
various national and international
sustainability standards embodied
in certification schemes (RSPO,
ISPO, ISCC)
• Maintaining a robust traceability
system
• Being EUDR ready
• Increasing market share in
responsible supply chains through
brand differentiation
• Realising premia for EUDR
compliant oil, additional to existing
RSPO premia, starting in December
2026 (postponed by EU from
2025)
Physical risks
Extreme weather events
(flooding, droughts)
S
• Intense rainfall leading to
seasonal flooding of low lying
estate areas, thereby damaging
palms, conservation areas and
infrastructure, and disrupting supply
chains
• Conducting hydrology assessment
of estates
• Improving drainage systems
• Stoning roads to provide all-
weather access
• Training smallholders on sustainable
best agricultural practices
• Improving overall operational
resilience
• Adapting to climate variability
by innovation and adoption of
technology-assisted tools
Changing rainfall
patterns
S-M
• Water scarcity and inconsistent
weather affecting FFB yields
• Reduced production impacting
revenue
• Developing facilities to capture
rainwater
• Improving irrigation techniques
•
Exploring the use of mill organic by-
products to enhance soil moisture
and nutrient retention
Biodiversity loss and habitat
degradation
M-L
• Ecosystem imbalances reducing
resilience to natural disturbances
and possibly leading to degrading
of land resources and political
conflicts
• Ensuring strict NDPE policy
enforcement
• Protecting forests and maintaining
conservation areas
• Partnering with NGOs, educational
institutions and local governments
on research and actions
• Adhering to TNFD
• Establishing stronger collaborations
with conservation bodies for mutual
benefits
39
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Strategic report
Regulatory information
Nature of information
The company’s
Strategic report
has been prepared to provide holders of the company’s shares with information that
complements the accompanying financial statements. Such information is intended to help shareholders in understanding the
group’s business and strategic objectives and thereby assist them in assessing how the directors have performed their duty of
promoting the success of the company.
The report contains forward-looking statements. These have been included by the directors in good faith based on the
information available to them up to the time of their approval of this report. Such statements should be treated with caution
given the uncertainties inherent in any prognosis regarding the future and the economic and business risks to which the group’s
operations are exposed.
This section includes details of the group’s compliance with:
•
Non-financial and sustainability information statement
– CA 2006 section 414CB
•
Section 172(1) statement – CA 2006.
•
Taskforce on Climate-related Financial Disclosures (TCFD) – UKLR 6.6.6(8)R
•
Climate-related Financial Disclosures (UK CFD) – CA 2006 sections 414 CA and CB
•
Streamlined Energy and Carbon Reporting (SECR).
This section does not include information on the stone and sand operations as respects TCFD, UK CFD, or SECR 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
above. The
group expects to report on these matters for both ATP and MCU from 2026 onwards.
Non-financial and sustainability information statement
In compliance with the requirements of section 414CB of the CA 2006, the group has included certain non-financial
information within this report as detailed below:
(a)
The group’s business model and resources, its objectives and strategy for achieving
these and the market context in which the group operates
See above in
Strategic environment
(b)
Information on the following matters, including the relevant policies, the due
diligence processes implemented in pursuance of those policies and the resultant
outcomes of such policies:
•
Environmental matters (including climate-related financial disclosures)
•
Employees
•
Social matters
•
Respect for human rights
•
Anti-corruption and anti-bribery safeguards
See above in the
Sustainability and
climate report
(in particular see
regarding environmental matters:
TCFD
,
UK CFD
,
SECR
,
Environment
and responsible agricultural practices
,
and
Conservation
; and regarding
social matters:
Health and safety
,
Communities
, and
Smallholders
)
(c)
The principal risks identified in relation to the matters listed above and considered
by the directors to be material or prospectively material, including, where relevant,
a description of the business relationships, products and services that are likely to
cause adverse impacts in those areas of risk, and a description of how such risks
are managed
See above in
Principal risks and
uncertainties
(which includes
Climate-
related risks and opportunities
)
(d)
Non-financial KPIs that the directors consider relevant to assessment of the
group’s performance
See above in
Sustainability and climate
report
and below under
Glossary
(e)
Operational review, including, where appropriate, references to, and additional
explanations of, amounts included in the group’s accompanying financial
statements
See above in
Agricultural operations
,
Stone and sand operations
,
Finance
, and
Sustainability and climate report
(f)
UK CFD
See table below
40
R.E.A. Holdings plc
Annual Report and Accounts 2025
Strategic report
Regulatory information
continued
Section 172(1) statement
In fulfilling their duty under section 172(1) of the Companies Act 2006, the directors have regard to the long-term nature of
the group’s operations and the importance of sustainable decision making. In board discussions and decisions, all directors
recognise their responsibilities to promote the success of the company for its shareholders whilst also taking account of the
interests of its employees and their families, suppliers, customers and other partners, and the impact of the group’s activities on
local communities and the environment. High standards of business conduct are embedded in the board’s decision making and
governance processes.
Due consideration is given to stakeholders’ interests as well as the other matters referred to below when strategic decisions
are taken. Further information regarding the chairman and individual directors and their approach as regards leadership,
responsibilities and strategy are set out in the Directors’ and Corporate governance reports in the Governance section of this
annual report.
The directors are conscious that the group is in essence a guest in Indonesia and that an understanding of local customs and
sensitivities is important. To enhance their understanding and better inform their decisions, directors make periodic visits to the
group’s operations to ensure that they each have a proper understanding of, and learn at first hand about, the day to day issues
and challenges for the group.
Throughout the period under review, the then managing director, who resides in the UK, and the president director of REA
Kaltim, the group’s principal operating subsidiary, who resides permanently in Indonesia, held regular meetings by conference
call on each aspect of the business. As explained in
Succession
under
Strategic environment
above, in January 2026, Carol
Gysin was succeeded as managing director by Luke Robinow, with Carol remaining on the board as an executive director in a
part time capacity. Luke and Carol continue to hold regular meetings online and in person on all aspects of the business.
Monthly reports covering key aspects of the group’s operations, finance, and sustainability matters are circulated to the board
and the managing director presents in person (or by conference call) a detailed report on the operations and proposed projects
for discussion and, as required, approval at each regular meeting of the board.
Long-term consequences of decisions
Strategic and operational decisions must be
and are based on long-term considerations as
agricultural activities require continuity and time,
and impact the local community and physical
environment, on both of which the group is
dependent
See
Agricultural operations
below
Employees’ interests
Employee welfare is central to decision making,
particularly given the remote rural location of
the group’s operations and the fact that most
employees live with their families on the group’s
plantations
See
Employees
and
Health and safety
in the
Sustainability and climate report
below
Business relationships with suppliers,
customers and others
Mutually beneficial long-term relationships are
developed with the group’s suppliers, customers
and other counterparties based on the policies
and internationally recognised certification
criteria, against which the group is continuously
audited and which drive the group’s sustainability
standards and its reputation as a trusted producer
of certified CPO and CPKO
See
Sustainability and climate report
and
Directors’ report
below
Impact of the operations on the community
and the environment
Good relations and mutual respect between
the group and the communities impacted by its
operations are of fundamental importance to
the living standards and conditions of the local
communities and to the group’s ability to operate
sustainably and efficiently
The board acknowledges the importance of
climate change and seeks to mitigate the negative
impacts of the business on the environment
through its sustainable practices
See
TCFD
,
UK CFD
,
SECR
,
Environment and
responsible agricultural practices
,
Communities
,
Smallholders
, and
Conservation
in the
Sustainability and climate report
below; see also
the KPIs described in the
Glossary
Reputation for high standards of business
conduct
The group’s long established framework of
policies embodies the standards, values and
culture to which it has committed and govern the
conduct of its operations
See
Sustainability and climate report
below and
policies available for download at www.rea.co.uk/
sustainability/policies
41
R.E.A. Holdings plc
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Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Acting fairly between members of the
company
The directors seek to ensure that there
is a regular dialogue with the group’s key
stakeholders, particularly shareholders and debt
investors, based on a mutual understanding of
respective interests
The directors recognise that holders of the
company’s preference shares and holders of its
ordinary shares have separate interests and take
care to ensure that these separate interests are
appropriately balanced and that, within each class
of capital, holders are treated equally according to
their holdings
See
Corporate governance
below
TCFD
In compliance with UK Listing Rule 6.6.6(8)R, the group has included in this annual report climate-related financial disclosures,
as respects the group, consistent with the TCFD recommendations and recommended disclosures. The table below provides
a summary of the group’s climate-related financial disclosures, noting which of these disclosures are aligned with the TCFD
recommendations. The disclosures required pursuant to UK CFD are set out separately below.
*
Aligned with TCFD recommended disclosures
** Not yet fully aligned with TCFD recommended disclosures
Governance
Board oversight of climate-related
risks and opportunities*
The managing director and the board of the company together have oversight of the group’s approach and
strategies for addressing sustainability matters. Given the small number of directors on the board, there is
no specific committee dedicated to oversight of climate-related risks and opportunities, responsibility and
accountability for which rests with the full board.
Climate-related risks and opportunities are identified at the estate operations level and at the consolidated group
level, and are reviewed by the relevant management, which adopts a bottom-up and top-down approach.
Climate-related matters are presented in the monthly operational management reports from the chief
sustainability officer and in the quarterly managing director’s reports to directors. These are then considered at,
respectively, all monthly management operations meetings, regular quarterly meetings of the REA Kaltim board of
directors and at the regular meetings of the board of the company that take place, as a minimum, four times per
year.
As explained in the
Section 172 statement
above and in
Succession
under
Strategic environment
above, in
January 2026, the president director of REA Kaltim succeeded as managing director of the group. Prior to
January 2026, the president director and the then managing director were together responsible on behalf of the
board for day to day oversight of climate-related risks and opportunities.
Role of management in assessing
and managing climate-related
risks and opportunities*
The group’s chief sustainability officer, who is based in South East Asia and reports directly to the managing
director, is responsible for oversight and implementation of the group’s strategy for identifying and managing
climate-related risks and opportunities. Climate-related matters are discussed monthly at operational
management meetings of all business units in Indonesia to foster an accountable and collaborative approach,
moving beyond the work of the former Climate Change Working Group. Focusing on the group’s four strategic
pillars (sustainable development, climate action, forest conservation, and empowering livelihoods), all business
unit leaders are responsible for identifying, assessing and highlighting environmental and climate-related risks
and opportunities and work together with the chief sustainability officer to analyse threats and opportunities,
implement strategies and develop commitments and targeted actions to address these matters as they affect
their respective departments. Strategies and actions are then agreed with and approved by the managing director.
The Grievance Committee, headed by the president director and chief sustainability officer, and the cross
functional Grievance Action Team (GREAT), manage environmental and climate-related risk from unsustainable
practices, NDPE violations, and community activities within the group’s operations or supply bases. GREAT
identifies and addresses risks (including illegal logging, encroachment into conserved forests, and threats to
key biodiversity areas) and works closely with relevant stakeholders to coordinate necessary actions and ensure
effective mitigating measures are taken.
Strategy
Climate-related risks and
opportunities identified over the
short, medium and long term*
Climate and climate change present specific risks and opportunities for an agricultural group to adapt in its
drive to achieve a lower carbon footprint. Climate change is forecast to introduce increasing variability in rainfall
patterns in the humid tropics where the group’s operations are based.
A detailed assessment of climate-related risks and opportunities is included in
Principal risks and uncertainties
above, together with the time horizons (short-, medium- and long-term) for each risk factor.
42
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Strategic report
Regulatory information
continued
Impact of climate-related risks and
opportunities on business, strategy
and financial planning**
The group has always, and continues to, implement programmes to address climate-related risks and
opportunities, and specifically to improve resilience to volatile weather patterns. These programmes are explained
under
Climate-related risks and opportunities
above.
The group’s annual budget incorporates the costs of all such climate-related programmes. Such costs include
sustainability certification (RSPO, ISPO, PROPER, NDPE IRF), traceability systems, conservation management,
investment in EUDR and evolving regulations as they arise and consequential operational improvements.
In assessing the group’s viability, the group also considers climate-related risks, mitigants and opportunities,
together with their impact on the group’s projections over a two to five year time horizon. Optimising sustainable
production is viewed as an opportunity to maximise sales premia.
Resilience of strategy taking
account of climate-related
scenarios**
The group's strategy and practices are intended to build operational resilience in response to existing climate
conditions and to address anticipated climate scenarios. The directors have considered the value of formal
climate-related scenario analysis and have concluded that it would not provide materially decision-useful
information that would further inform the practical measures already being undertaken to manage climate-
related risks and opportunities. Given the inherent variability of climate conditions across the group’s operations,
combined with the significant assumptions required, such analyses would involve considerable time and cost while
offering limited incremental insight.
The group’s operations are exposed to physical climate-related risks, particularly variability in rainfall, temperature
and extreme weather events, which have a direct impact on estate access, crop yields and infrastructure. The
group’s approach to resilience focuses on the continuous monitoring of key climate indicators, supported by
on-site weather stations and data loggers that track parameters such as rainfall, temperature, humidity and wind
conditions across the operational areas. These inputs are regularly reviewed to assess impacts on field operations
and yields, and are reflected in operational planning, budgeting, capital allocation and the directors’ assessment of
viability and going concern.
Directors consider the potential impacts of climate change when reviewing the group’s projections and
statements as regards viability and going concern. The directors consider that the group’s sustainable policies,
practices and controls mean that climate change is not considered to be a principal risk. Risks presented by
climate change and controls are addressed and, based on current exposure and mitigation measures, these risks
are considered to be manageable through the group’s existing systems of control and do not pose a material
threat to the group’s viability.
As an RSPO certified company, the group has established management systems to implement sustainable good
agricultural practices (GAP), which include the identification and management of climate-related risks; these are
monitored on an ongoing basis and subject to independent annual audits.
Accordingly, pursuant to UKLR 6.6.10 G, the directors do not, at present, intend to perform scenario analyses to
take account of the impacts of changing weather patterns on the group’s financial performance. However, the
group will continue to keep the application of scenario analysis under review as methodologies evolve and data
availability improves.
Risk management
Process for identifying and
assessing climate-related risks*
Identification of climate change impacts is the responsibility of the group’s operational team lead by the president
director in Indonesia. The head of sustainable development and governance, together with the conservation
department (REA Kon), document findings from department heads and, through the chief sustainability officer,
submit their findings to the managing director. Findings are assessed and considered by management and the
managing director and, ultimately, the board of the company, after which actions and priorities are agreed as
required in accordance with severity, costs and budgets.
Process for managing climate-
related risks*
Climate-related matters are considered and addressed in the monthly meetings between operational senior
management, which includes conservation and sustainability managers in Indonesia, and in the operational
management reports and quarterly managing director's reports considered by the board, as described under
Corporate governance
below. The chief sustainability officer provides targeted and in-depth management
oversight aimed at ensuring that agreed actions are implemented and coordinated through all business units.
Integration of climate-related risks
into overall risk management*
The sustainability department (under the direction of the group’s chief sustainability officer) has established
four strategic pillars aimed at ensuring that identification and evaluation of climate-related risks are a priority in,
and integral to, management of the group’s operations. Targets for water consumption and fertiliser usage, as
well as progress in reducing GHG emissions and developing practices to address climate-related matters, are
components of individual managers’ and corporate KPIs. At each board meeting, directors consider the likelihood
and impact of climate-related risks and actions, if any, that may be required to address such risks.
43
R.E.A. Holdings plc
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Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Metrics and targets
Internal metrics to assess climate-
related risks and opportunities in
line with group strategy*
The group records climate-related data daily, as well as biodiversity indicators across the operational landscape.
Climate-related risks and opportunities are assessed and managed using climate indicator tools recording data on
temperature, rainfall and humidity at the group’s weather stations. The group seeks to minimise water waste and
the use of inorganic fertiliser. Usage of both is reviewed annually to target reductions. REA Kon monitors water
quality to ensure that resources remain free of contamination and encroachment through regular patrols on the
ground supported by satellite imagery. REA Kon maintains a permanent database of species richness, distribution,
and abundance emphasising the status of flora and fauna listed as Critically Endangered or Endangered by the
IUCN.
The group has signed collaboration agreements with relevant organisations to develop expertise and capacity to
record and evaluate performance on a timely basis. These organisations include Rainforest Research Sdn Bhd on
behalf of SEARRP, a Malaysian based research organisation engaged in programmes to address environmental
issues in the tropics and, specifically, in fragmented oil palm landscapes across South East Asia.
The group’s four strategic pillars guide its efforts beyond simply carbon reduction. The pillars offer a holistic
framework that balances environmental, social, and economic priorities, ensuring long-term resilience and
meaningful impact.
The group remains committed to achieving net zero by 2050 and a 50 per cent reduction in net GHG emissions
by 2030, but also recognises the importance of a broader, integrated approach to sustainability.
GHG emissions (Scope 1, Scope
2, (and Scope 3 if appropriate))*
As explained under SECR below, for over ten years the group has been monitoring and reporting its carbon
footprint using the PalmGHG tool that is mandatory for RSPO members The group currently uses version 4.0 of
the RSPO PalmGHG tool for certification reporting. RSPO is developing version 5 to align GHG calculations with
the GHG Protocol Corporate Standard, which will include Scope 1, 2 and full Scope 3 emissions. Once published,
the group intends to adopt the updated RSPO calculator as its primary reporting tool, enabling the use of a single,
internationally aligned methodology for both certification and corporate reporting purposes. Details of global
gross and net emissions (Scope 1, 2 and partial Scope 3) as currently calculated are set out in the SECR table.
Scope 3 emissions comprise other indirect emissions that do not occur within the group’s direct operations but
arise across the group’s value chain, both upstream and downstream. These include emissions:
(a)
from the production and distribution of fertilisers, pesticides, and diesel by third parties, allocated to the
group
(b)
generated by contractors
(c)
from third parties managing product waste
(d)
from buyers processing the group’s products
RSPO GHG version 5 (expected to be released during 2026), which is used as the basis for SECR preparation,
will facilitate a clearer distinction between Scope 1, Scope 2, and Scope 3 emissions.
Targets for managing climate-
related risks and opportunities**
The group’s performance (described further in
Sustainability and climate report
) is measured in terms of several
key environmental indicators including GHG emissions, water usage, and inorganic fertiliser application. While
long-term climate targets are already in place, the group is currently refining interim targets and KPIs based on
short-, medium- and long-term goals, to better demonstrate progress and communicate the group’s commitment
to its 2030 and 2050 climate goals.
The group's current KPIs are based on intensity metrics:
•
GHG: the group uses an intensity-based approach, emissions per tonne of CPO produced and emissions
per planted hectare. These measures provide different perspectives, as emissions per hectare are not
influenced by the maturity of palms, in contrast to emissions per tonne of CPO which do reflect palm
maturity and production efficiency. See
SECR
below.
•
Water use: the group tracks consumption intensity by measuring water used per tonne of FFB processed.
This approach reflects the group’s focus on improving operational efficiency and responsible water usage.
See
Environment and responsible agricultural practices
in the
Sustainability and climate report
below.
•
Inorganic fertiliser: the group monitors the intensity of chemical fertiliser usage per hectare, with the goal
of gradually reducing dependence on inorganic inputs. This includes a transition to organic fertilisers
while maintaining productivity through improved sustainable agricultural practices. See
Environment and
responsible agricultural practices
in the
Sustainability and climate report
below.
The group has adopted 2023 as the baseline year for clear year-on-year comparison and progress tracking.
During 2025, the group continued to progress towards its 2050 net zero ambition. This included 100 per cent
RSPO certification for the group’s plantations and mills, validating the group's adoption of agricultural practices
that result in certified plantations generating lower emissions than non-certified estates, and extending best
agricultural practices to smallholders through the SHINES programme. The group has also continued to enhance
its forest conservation and biodiversity monitoring approach, with further refinements to its carbon and biodiversity
strategy, and has maintained its land application of treated POME to reduce reliance on inorganic fertilisers.
Interim targets will be finalised in 2026 to reflect the group’s ongoing efforts to build a low-emission, resource-
efficient operation.
44
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Annual Report and Accounts 2025
Strategic report
Regulatory information
continued
UK CFD
The group’s climate-related financial disclosures comply with the requirements of the CA 2006 sections 414 CA and CB, as
amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022, as follows:
Pillar
Disclosure
(a)
Governance arrangement for assessing and
managing climate-related risks and opportunities
Persons or committees responsible for identifying and considering, and frequency of
considering, such matters: see
TCFD – Governance
above regarding regular company board
meetings, and REA Kaltim quarterly board and monthly operational meetings.
(b)
How the business identifies, assesses and
manages climate-related risks and opportunities
The extent to which climate-related risks and opportunities are considered at group
and subsidiary level and how frequently these processes are refreshed: see
TCFD –
Governance
and
Risk management
above regarding consideration of climate-related risks
and opportunities at regular company board meetings, and REA Kaltim quarterly board and
monthly operational meetings. Processes are continuously reviewed and refreshed.
(c)
How processes for identifying, assessing and
managing climate-related risks are integrated
into the overall risk management process
How climate-related risks contribute to decision making and risk management: see
TCFD –
Risk management
above.
(d)
The climate-related risks and opportunities
arising in connection with the business
operations and the time periods for assessing
such risks and opportunities
Climate-related risks and opportunities and the relative time periods for addressing them are
discussed in
Climate-related risks and opportunities
above. The 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.
Resultant programmes and ongoing actions include:
•
generating renewable energy from the group’s two methane capture facilities to replace
diesel consumption
•
investments in: independent verification to secure certification (RSPO, ISPO and ISCC)
for the group’s operations; infrastructure to permit supply chain segregation; traceability
and verification solutions (such as polygon mapping and the e-STDB (
elektronik Surat
Tanda Daftar Budidaya
) regulatory process) to optimise sustainable production
•
preparing for compliance with the EUDR and the increasing market demands for
sustainable CPO in export destinations
•
taking advantage of the opportunity provided by the current replanting programme to
improve drainage and the permeability and water retention capacity of the soils
•
stoning roads to provide all-weather access across the group’s estates
•
concluding agreements to use a neighbouring coal company’s new haul road as an
alternative land route for evacuating produce when river levels restrict barge access to
the Belayan River.
•
exploring additional uses for mill organic by-products, such as fertiliser to improve soil
health, water retention capacity and reduce carbon emissions
•
extending rainfall capture for both domestic and operational use to reduce extraction of
river water and chemical usage for water treatment.
(e)
Actual and potential impacts of principal climate-
related risks and opportunities on the business
model and strategy
Principal risks with potential to have a material impact on the business strategy: see
TCFD –
Strategy
and
Climate-related risks and opportunities
above.
(f)
Analysis of the resilience of the business model
and strategy taking into consideration different
climate-related scenarios
Scenario analysis: see
TCFD – Strategy
above. The directors have considered the value
of formal climate-related scenario analysis and have concluded that it would not provide
materially decision-useful information that would further inform the practical measures
already being undertaken to manage climate-related risks and opportunities. Given the
inherent variability of climate conditions across the group’s operations, combined with
the significant assumptions required, such analyses would involve considerable time and
cost while offering limited incremental insight. Accordingly, the group has decided to omit
this requirement on the basis that such disclosure is not considered necessary for an
understanding of the business.
(g)
Targets for managing climate-related risks and
for realising climate-related opportunities and
performance against those targets
Transition plan for identified risks and opportunities, with time frame for monitoring
and achieving targets: see
TCFD – Metrics and targets
and
Climate-related risks
and opportunities
above. Progress towards targets is evidenced through operational
improvements leading to certification achievements. Interim targets are being developed to
provide clearer milestones and are expected to be introduced in 2026.
(h)
KPIs used to assess progress against targets
to manage climate-related risks and realise
climate-related opportunities and description of
the calculations on which the KPIs are based
Annual progress in meeting KPIs: see
TCFD – Risk management
and
Metrics and targets
,
and
Climate-related risks and opportunities
above. The KPIs directly support the group’s
net zero ambitions and progress towards long-term targets. GHG intensity tracks emissions
reduction; water and fertiliser metrics support resource efficiency.
45
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
SECR
2025
2024
Gross emissions (tCO
2
eq)
Oil palm cultivation in Indonesia
1, 2
434,231
417,105
Manufacture, transport and use of fertilisers
3
63,865
43,118
Subtotal
498,096
460,223
Collection, milling and distribution operations in Indonesia
4
106,157
145,756
Electricity purchased for own use
5
90
90
Global emissions
604,343
606,069
UK emissions included within global emissions
17
17
Net emissions (tCO
2
eq)
Oil palm cultivation in Indonesia
1
(including manufacture, transport and use of fertilisers
3
)
20,486
(11,122)
Collection, milling and distribution operations in Indonesia
4
55,976
100,908
Electricity purchased for own use
5
90
90
Global emissions
76,552
89,876
UK emissions included within global emissions
17
17
Energy usage (kWh '000)
Combustion of fuel
165,636
179,454
Methane capture generated electricity
21,266
17,614
Purchased electricity
86
86
Global energy use
186,988
197,154
UK energy use included within global energy use
16
16
Intensity measures (tCO
2
eq)
6
Gross emissions / planted hectare
7, 8
16.45
14.89
Gross emissions / tonne of CPO produced
8, 9
3.19
3.13
Net emissions / planted hectare
7, 10
2.08
2.21
Net emissions / tonne of CPO produced
9, 10
0.40
0.46
1
Covers Scope 1 direct GHG emissions from historic land conservation, agricultural practices and peat soil
2
Includes land use change (LUC) emissions
3
Covers Scope 3 indirect GHG emissions including those associated with the extraction, production, LUC and transport of purchased materials such
as fertilisers and pesticides, as well as fuel usage by third party contractors involved in operations
4
Covers Scope 1 and 3 emissions from the transport and processing of crop and waste products. Conversion factor used to calculate energy use
from combustion of fuel is 10.58kWh/litre diesel (Source: UK government GHG Conversion Factors for company reporting 2020)
5
Covers Scope 2 emissions associated with electricity usage in group offices in both Indonesia and the UK, representing indirect GHG emissions
from the consumption of purchased electricity as defined by the GHG protocol
6
Calculated using the group’s palm oil emissions data
7
Based on 36,728 planted hectares in 2025, of which group plantings comprised 32,963 hectares and plasma plantings comprised 3,765 hectares
8
In 2025, gross GHG emissions intensity increased to 3.19 tCO
2
eq (2024: 3.13 tCO
2
eq) per tonne of CPO produced and to 16.45 tCO
2
eq (2024:
14.89 tCO
2
eq) per planted hectare, reflecting emissions associated with new planting activities, fertiliser composition changes, and lower overall
production volumes
9
Based on total CPO produced from the group’s operations of 190,971 tonnes in 2025, of which 189,215 tonnes were produced in the group’s
mills and 1,756 tonnes from FFB sold to and processed by third parties
10
In 2025, net GHG emissions decreased by 13.7 per cent to 0.40 tCO2eq (2024: 0.46 tCO2eq) per tonne of CPO produced (2025 production:
190,971 tonnes) and by 5.6 per cent to 2.08 tCO
2
eq (2024: 2.21 tCO
2
eq) per planted hectare (2025: 36,728 hectares, including both group and
plasma hectarage)
Approved by the board on 21 April 2026 and signed on behalf of the board by
DAVID J BLACKETT
Chairman
46
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Board of directors
David Blackett |
Chairman (independent)
Committees: nomination (chairman) and remuneration
David Blackett was appointed a non-executive director in July 2008.
After qualifying as a chartered accountant in Scotland, he worked for
over 25 years in South East Asia, where he concluded his career as
chairman of AT&T Capital Inc’s Asia Pacific operations. Previously, he
was a director of an international investment bank with responsibility
for the bank’s South East Asian operations and until October 2014
served as an independent non-executive director of South China
Holdings Limited (now Orient Victory China Holdings Limited),
a company listed on the Hong Kong Stock Exchange. He was
appointed chairman in January 2016.
Mieke Djalil |
Non-executive director
Mieke Djalil was appointed as a non-executive director in July 2022.
Mieke is an Indonesian national residing in Indonesia, with over 36
years of experience in business process improvement and project
management. She was educated in the USA, graduating with a
Bachelor of Business Administration and started her career as an
auditor with Ernst & Young. She then moved to PwC Consulting
which subsequently became part of IBM. Since leaving IBM as a
Partner and Country General Manager of the Business Consulting
Services, Mieke has worked as an advisor for, and director of, various
Indonesian companies, specialising in IT, systems, and business
transformation. Mieke is currently an independent commissioner
(the Indonesian equivalent of a non-executive director) of PT Chubb
General Insurance Indonesia and Pure DC in Jakarta, and a member
of the audit committee of PT Bank Permata Tbk.
Carol Gysin |
Executive director
Carol Gysin stepped down as group managing director in January
2026 after nine years in that role. Carol remains on the board as an
executive director on a part time basis and is based in London. Prior
to her appointment as managing director in February 2017, Carol
had previously worked for the group for over eight years as group
company secretary, with increasing involvement in the operational
areas of the business, including making regular visits to the group’s
offices and plantation estates in Indonesia. Prior to joining the
group, Carol worked as company secretary to a telecommunications
company, Micadant plc (formerly, Ionica Group plc, listed in London
and on NASDAQ), to a medical devices company, Weston Medical plc,
as well as to a number of early-stage technology companies, following
an initial career in investment banking in London and Geneva.
Grant Lutz |
Independent non-executive director (appointed January
2026)
Grant Lutz was appointed as a non-executive director in January
2026 having served as a commissioner of REA Kaltim since
April 2025. Grant is a German national residing permanently in
Indonesia where he has lived for over 18 years. He has over 40
years’ experience in the food and agricultural sector in Africa and
Asia, beginning his career in South Africa's wheat and corn milling
industry before managing a wheat flour milling business in the
People's Republic of China. On relocating to Indonesia, Grant served
as CEO and then chairman of a prominent flour milling business, PT
Bungasari Flour Mills Indonesia. From 2020 to 2025, Grant was also
a commissioner of FKS Food Sejatera Tbk PT, a company listed on
the Indonesia stock exchange.
John Oakley |
Non-executive director
After early experience in investment banking and general
management, John Oakley joined the group in 1983 as divisional
managing director of the group’s then horticultural operations. He was
appointed to the main board in 1985 and in the early 1990s took
charge of the day to day management of the group’s then embryonic
East Kalimantan agricultural operations. He was appointed managing
director in 2002 and, until the appointment of a regional executive
director in 2013, was the sole executive director of the group. He
retired as managing director in January 2016 but remains on the
board as a non-executive director. John will retire from the board at
the conclusion of the AGM in June 2026.
Luke Robinow |
Executive director (appointed January 2026)
Luke Robinow was appointed to the board as an executive director
and succeeded Carol Gysin as group managing director in January
2026. Luke moved to Indonesia in 2008 to join REA Kaltim and
was initially employed on the REA Kaltim estates. Over the 17 years
since 2008, Luke has had experience of all aspects of the group’s
Indonesian operations and assumed overall responsibility for those
operations in 2018 when he was appointed president director of REA
Kaltim. Luke continues to reside in Indonesia.
Richard Robinow |
Non-executive director
Richard Robinow was appointed a director in 1978 and became
chairman in 1984. Following his seventieth birthday, he retired
from the chairmanship in January 2016. He has remained on the
board as a non-executive director and undertakes some additional
responsibilities particularly as respects the financing of the group.
After early investment banking experience, he has been involved
for some 50 years in the plantation industry. He is a non-executive
director of a Kenyan plantation company, REA Vipingo Plantations
Limited, substantially all of the shares in which are indirectly owned by
his family and which is principally engaged in growing sisal in Kenya
and Tanzania. Richard will retire from the board at the conclusion of
the AGM in June 2026.
Rizal Satar |
Independent non-executive director
Committees: audit and remuneration
Rizal Satar was appointed to the board in December 2018. He
lives in Indonesia and is an Indonesian national, educated in the
United States and Belgium where he majored in computer science,
accounting and finance. Rizal previously worked for 20 years for
PwC, as a director/senior partner in Advisory Services. Prior to joining
PwC, he worked for various companies in Indonesia specialising in
finance, leasing and computer systems. Rizal is also an independent
commissioner of an Indonesian-based company: PT Centratama
Telekomunikasi Indonesia Tbk, a company listed on the Indonesia
Stock Exchange and engaged in the provision of infrastructure for
cellular networks and broadband internet services, where he is also
head of the audit committee.
Michael St. Clair-George |
Senior independent non-executive
director
Committees: audit (chairman), nomination, remuneration (chairman)
Michael St. Clair-George was appointed to the board in October
2016. He is a fellow of the Institute of Chartered Accountants in
England & Wales. He has over 50 years’ experience in the plantation
and agribusiness industries in Malaysia and Indonesia, having worked
for some 25 years in the Far East, initially as financial controller of
the Harrisons & Crosfield group’s Malaysian plantations (becoming
finance director of Harrisons Malaysian Plantations Berhad on that
company taking over ownership of such plantations) and, after that,
as president director of Sipef NV’s Indonesian operations. He then
spent 10 years as managing director of Sipef NV, based in Belgium.
Retiring from this position in 2007 and returning to London, he served
until 2013 as senior non-executive director and chairman of the audit
committee of New Britain Palm Oil Limited, a company then listed in
London. Michael will retire from the board at the conclusion of the
AGM in June 2026.
47
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Governance
Directors’ report
The directors present their annual report on the affairs of the
group, together with the financial statements and independent
auditor’s report, for the year ended 31 December 2025 . The
Corporate governance report
below forms part of this report.
Save as disclosed below under
Directorate changes post year
end
, there are no significant events since 31 December 2025
to be disclosed.
Financial instruments
Information about the use of financial instruments by the
company and its subsidiaries is given in note 26 to the
consolidated financial statements.
Results and dividends
The results are presented in the consolidated income
statement and notes thereto.
The fixed semi-annual dividends that fell due on the
preference shares in June and December 2025 were paid
on their due dates. The directors intend that the semi-annual
dividends arising on the preference shares in June and
December 2026 will be paid in full on the due dates.
Taking account of the continuing level of group debt and
the extent to which internally generated cash flow for
the year will be required to fund capital expenditure and
preference dividends, the directors do not believe that it will be
appropriate for them to declare or recommend the payment
of any dividend on the ordinary shares in respect of 2025.
Looking further forward, the directors consider that, in years
when internally generated cash flows are sufficient to effect a
material reduction in net debt, it may be reasonable to accept
a modestly lower reduction in such net debt than those cash
flows would allow and to apply the cash thereby released in
payment of an ordinary dividend.
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
above 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.
The Principal risks and uncertainties section of the Strategic
report 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, 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
above) 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.
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' report
continued
48
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
. 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 of the
Strategic report
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.
Sustainability and climate change
Detailed information regarding sustainability, the environment,
and energy and carbon disclosures (SECR), including TCFD,
is provided in the
Sustainability and climate report
and
Regulatory information
sections of the
Strategic report
and at
www.rea.co.uk/sustainability.
Control and structure of capital
Details of the company’s share capital are set out in note 34 to
the consolidated financial statements. At 31 December 2025,
the issued preference share capital and the issued ordinary
share capital represented, respectively, 86.8 and 13.2 per cent
of the nominal value of the total issued share capital.
As previously announced, pursuant to the terms of the
warrant instrument dated 1 April 2020, all subscription
rights in respect of the REA 3,997,760 warrants in issue
on 31 December 2024 lapsed on 15 July 2025. Further
information regarding the warrants is set out in note 34 to the
consolidated financial statements.
As previously announced, with effect from 31 August 2025,
all of the outstanding sterling notes issued by the company’s
wholly owned subsidiary, REAF, and guaranteed by the
company, being £21,366,000 nominal, were redeemed at
104 per cent of par (that is at a premium of £0.04 per £1
nominal of sterling notes) in accordance with the terms of the
Amended and Restated Trust Deed constituting the sterling
notes and dated 1 April 2020. Following such redemption,
all of the sterling notes were cancelled. Further information
regarding the sterling notes are set out in note 28 to the
consolidated financial statements.
As previously announced, on 4 September 2025, a 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. As a term of the proposal, the company has
undertaken to procure that REAS purchases at par, on 30
June 2026, the dollar notes held by any noteholder who has
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
49
indicated that they do not wish to retain their notes beyond
that date and for which the company’s brokers have been
unable to arrange buyers. Holders of dollar notes who do
not elect to take advantage of this undertaking will be paid a
rollover fee of 1.0 per cent plus a possible additional amount
to reflect any increase in interest rates between September
2025 and June 2026. There are currently $27.0 million
nominal of dollar notes in issue. An existing holder of $17.6
million nominal of the notes has agreed that it will retain that
holding. Further information regarding the dollar notes is set
out in note 29 to the consolidated financial statements.
As previously announced, on 22 October 2025, ordinary
shareholders approved in general meeting a proposal for a
reduction of the capital of the company by way of a reduction
of $20 million of the amount standing to the credit of the
company's share premium account and release of the
same to the retained earnings account, which constitutes a
distributable reserve. Following confirmation by the High Court
of Justice in England and Wales on 11 November 2025, the
reduction of capital became effective on 17 November 2025.
Details of the capital reduction are set out in note 34 to the
consolidated financial statements.
The rights and obligations attaching to the ordinary shares and
preference shares are governed by the company’s articles of
association and prevailing legislation. A copy of the articles of
association are available at www.rea.co.uk/investors/capital-
and-constitution. . Rights of ordinary and preference shares
to income and capital are summarised in note (xiii) to the
company’s financial statements.
On a show of hands at a general meeting of the company,
every holder of ordinary shares and every duly appointed proxy
of a holder of ordinary shares, in each case being entitled
to vote on the resolution before the meeting, shall have one
vote. On a poll, every holder of ordinary shares present in
person or by proxy and entitled to vote on the resolution the
subject of the poll shall have one vote for each ordinary share
held. Holders of preference shares are not entitled to vote
on a resolution proposed at a general meeting unless, at the
date of notice of the meeting, the dividend on the preference
shares is more than six months in arrear or the resolution is for
the winding up of the company or is a resolution directly and
adversely affecting any of the rights and privileges attaching
to the preference shares. Deadlines for the exercise of voting
rights and for the appointment of a proxy or proxies to vote in
relation to any resolution to be proposed at a general meeting
are governed by the company’s articles of association and
prevailing legislation and will normally be as detailed in the
notes accompanying the notice of the meeting at which the
resolution is to be proposed.
There are no restrictions on the size of any holding of shares
in the company. Shares may be transferred either through
the CREST system (being the relevant system as defined
in the Uncertificated Securities Regulations 2001 of which
Euroclear UK & International Limited is the operator) where
held in uncertificated form or by instrument of transfer in
any usual or common form duly executed and stamped,
subject to provisions of the company’s articles of association
empowering the directors to refuse to register any transfer of
shares where the shares are not fully paid, the shares are to
be transferred into a joint holding of more than four persons,
the transfer is not appropriately supported by evidence of the
right of the transferor to make the transfer or the transferor
is in default in compliance with a notice served pursuant to
section 793 of the CA 2006. The directors are not aware
of any agreements between shareholders that may result in
restrictions on the transfer of securities or on voting rights.
No person holds securities carrying special rights with regard
to control of the company and there are no arrangements
in which the company co-operates by which financial rights
carried by shares are held by a person other than the holder of
the shares.
The articles of association provide that the business of the
company is to be managed by the directors and empower
the directors to exercise all powers of the company, subject
to the provisions of such articles (which include a provision
specifically limiting the borrowing powers of the group) and
prevailing legislation and subject to such directions as may be
given by the company in general meeting by special resolution.
The articles of association may be amended only by a special
resolution of the company in general meeting and, where such
amendment would modify, abrogate or vary the class rights
of any class of shares, with the consent of that class given
in accordance with the company’s articles of association and
prevailing legislation.
The company's dollar notes are transferable either through
the CREST system, where held in uncertificated form, or
by instrument of transfer. Transfers may be in any usual
or common form duly executed in amounts of $120,000
and integral multiples of $1 in excess thereof. There is no
maximum limit on the size of holding.
Substantial holders
On 31 December 2025, based on notifications received by
the company in accordance with the DGTRs of the FCA, the
following were substantial holders of voting rights attaching to
ordinary shares of the company.
Substantial holders of shares
Number
of voting
shares
Percentage
of voting
rights
Emba Holdings Limited
*
13,022,420
29.71
M&G Investment Management Limited
4,804,910
10.96
Arbuthnot Latham (Nominees) Limited
3,258,643
7.43
James Bartholomew
2,765,736
6.31
*
The issued ordinary share capital of Emba is owned by certain
members of the Robinow family. The ordinary shares of the company
held by Emba are included in the interest of Richard Robinow, shown
under
Statement of directors’ shareholdings
in the
Directors’
remuneration report
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' report
continued
50
Based on notifications received by the company in accordance
with the DGTRs of the FCA from 31 December 2025 to
the date of this report, substantial holders of voting rights
attaching to ordinary shares of the company at the date of this
report were as set out below:
Substantial holders of shares
Number
of voting
shares
Percentage
of voting
rights
Emba Holdings Limited
*
13,022,420
29.71
M&G Investment Management Limited
4,377,410
9.99
Arbuthnot Latham (Nominees) Limited
3,258,643
7.43
James Bartholomew
2,765,736
6.31
*
The issued ordinary share capital of Emba is owned by certain
members of the Robinow family. The ordinary shares of the company
held by Emba are included in the interest of Richard Robinow, shown
under
Statement of directors’ shareholdings
in the
Directors’
remuneration report
Significant holdings (being 10 per cent or more) of ordinary
shares, preference shares and dollar notes shown by the
respective registers of members and noteholders as at 31
December 2025 are set out below:
Substantial holders of
Ordinary
Preference
Dollar
securities
shares
shares
notes
'000
'000
$’000
Luna Nominees Limited
10,089
–
–
State Street Nominees Limited OM04
4,505
–
–
KLK Overseas Investments Limited
–
–
9,000
KL-Kepong International Limited
–
–
8,570
Securities Services Nominees Limited
1702334 acct
–
8,309
–
State Street Nominees Limited OU61
acct
–
4,980
The directors are not aware of any agreements between the
company and its directors or between any member of the
group and a group employee that provides for compensation
for loss of office or employment that occurs because of a
takeover bid.
Directors holding office during 2025
The directors who served during 2025 and up to and including
the date of this report are listed under
Board of directors
above, which is incorporated by reference in this
Directors’
report
.
David Blackett, who was first appointed to the board in 2008
and was appointed chairman in 2016, has served on the board
for more than nine years. The board considers that David
Blackett’s term as chairman should again be extended beyond
that recommended under the Code, as he provides valuable
continuity and support to the company and management
during a period of operational and financial recovery, and in
particular with regard to the group's relationship with DSN.
David makes yearly visits to the operations in Indonesia and
has considerable knowledge of the business of the company,
offering insights based on his previous experience in the
region. In fulfilling his role as chairman, David promotes
healthy debate amongst directors, and the board considers
that his objectivity and judgement are not compromised by his
length of service.
Mieke Djalil is an Indonesian national, based in Indonesia
and has over 35 years of experience in business process
improvement and project management. Mieke’s broad
commercial and technical knowledge and her local and
international experience are valuable resources for the board.
Carol Gysin was managing director and the sole executive
director of the company from 1 February 2017 until January
2026. Based in England, Carol has worked for the group
for over 17 years, having initially joined the group as group
company secretary but with increasing involvement in the
group’s operations. Carol makes regular visits to the group’s
offices and plantation estates in Indonesia. Upon the
succession in January 2026 of Luke Robinow as the group’s
managing director based in Indonesia, Carol has stepped
down to a part time executive role primarily to oversee the
group’s London office and all administrative activities handled
by that office.
John Oakley was managing director of the company from
2002 until the end of 2015. John has remained on the board
as a non-executive director and provides valuable support
to the current management, given his detailed knowledge of
agronomic practices and oil mill engineering. John will retire at
the conclusion of the 2026 AGM and not stand for re-election.
Richard Robinow relinquished his position as chairman of
the company in January 2016. Richard has remained on the
board as a non-executive director and, with his significant
family shareholding in the company, continues to support the
development of the group, particularly with regard to financing
and strategic initiatives. Richard will retire at the conclusion of
the 2026 AGM and not stand for re-election.
Rizal Satar, an Indonesian national based in Indonesia, has
extensive experience in accounting and finance having
previously worked for PwC, Indonesia, for 20 years until
2017, latterly as a director/senior partner in Advisory
Services. Rizal is a valuable member of the board in terms of
his relevant commercial and financial experience and local
knowledge. Rizal is also an independent commissioner of
REA Kaltim and chairman of the REA Kaltim sub-group’s audit
committee which oversees on behalf of the group matters that
include internal audit, anti-bribery and corruption measures,
whistleblowing policies and procedures, and employee
engagement. As detailed under
Diversity and human rights
below, substantially all of the group's employees are based in
Indonesia.
Michael St. Clair-George is the senior independent non-
executive director of the company and chairman of the
audit and remuneration committees. Now based in England,
Michael has over 40 years’ experience in the plantation and
agribusiness industries in Malaysia and Indonesia first in the
Harrisons & Crosfield group and then in the Sipef group.
Michael will retire at the conclusion of the 2026 AGM and not
stand for re-election.
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
51
Directorate changes post year end
Luke Robinow was appointed as an executive director and
succeeded Carol Gysin as group managing director in January
2026. Luke moved to Indonesia in 2008 to join the company’s
principal operating subsidiary, REA Kaltim, and was initially
employed on the REA Kaltim estates. Over the 17 years since
2008, Luke has had experience of all aspects of the group’s
Indonesian operations and has had overall responsibility
for those operations since 2018 when he was appointed
president director of REA Kaltim.
Grant Lutz joined the board as a non-executive director in
January 2026. Grant was appointed as an independent
commissioner of REA Kaltim in April 2025. He is a German
national who has lived in Indonesia for over 18 years. His
extensive experience in management of manufacturing
operations in Indonesia brings to the board a useful addition to
the board's mix of skills.
Recommendations regarding re-election of directors
In accordance with the provisions of the Code issued by the
FRC, all continuing directors are subject to annual re-election.
Resolutions 3 to 8 set out in the accompanying notice (the
Notice) of the forthcoming AGM, which will be proposed as
ordinary resolutions, deal with the election and re-election of
the directors.
Save for John Oakley, Richard Robinow and Michael St. Clair-
George, all current directors being eligible are standing for
election or re-election at the 2026 AGM.
The board considers that the contribution of each director
standing for re-election is, and continues to be, important and
of value to the long-term success of the company and the
group.
The senior independent non-executive director confirms that,
following the annual performance review of the chairman, his
performance continues to be effective and to demonstrate
his commitment to the role. Accordingly, the senior non-
executive director, together with fellow non-executive directors
recommend the re-election of the chairman as a non-
executive director.
The chairman confirms that, following the annual performance
review, the performance of each of the current non-executive
directors and the managing director continues to be effective
and recommends the re-election to the board of those of
such directors who are standing for re-election. The chairman
particularly welcomes the valuable commitment and extensive
experience of all of the directors.
Engagement with suppliers, customers and other
stakeholders
As noted in the section 172(1) statement in the Regulatory
information section of the Strategic report, each director is
conscious of their and the group’s responsibility to customers,
suppliers, the wider community and other stakeholders.
There is a regular dialogue between managers in the sales
and marketing and sustainability departments and the group’s
customers, with whom the group has developed long-term
supply arrangements and who take a keen interest in the
group’s sustainability credentials. An important area of
focus is the scheduling of deliveries with timely fulfilment of
importance to customers and critical to the smooth running
of the group’s operations. Managers in the procurement
department have an open dialogue with the group’s limited
number of suppliers and contractors to ensure that contracts
are performed efficiently and satisfactory relationships are
maintained. The company seeks to procure that suppliers,
contractors and customers conform to the group's
sustainability principles and practices.
In support of the established relationships, the executive
directors have meetings with the group’s key suppliers and
customers as required at which any concerns can be aired.
Managers are in regular communication with local government
bodies in Indonesia and with the certification and other
bodies that promote sustainability matters. Issues, if any,
are discussed at the regular meetings between senior
management and the managing director. The company's non-
executive Indonesia resident directors provide a conduit to the
group board for matters arising with stakeholders in Indonesia.
Directors’ indemnities
The group carries appropriate insurance cover in respect of
legal actions against the directors, commissioners and senior
managers of the group in the UK and Indonesia.
Qualifying third party indemnity provisions (as defined in
section 234 of the CA 2006) were also in place for 2025 for
the benefit of all directors of the company appointed prior to
2026 and of other key members of the senior management
team and remain in place at the date of this report for all
such persons and the additional directors appointed since 1
January 2026.
Political donations
No political donations were made during the year.
Authorities to allot share capital
At the AGM held on 19 June 2025, shareholders authorised
the directors under the provisions of section 551 of the
CA 2006 to allot ordinary shares or 9 per cent cumulative
preference shares within specified limits. Replacement
authorities are being sought at the 2026 AGM (resolutions
11 and 12 set out in the Notice) to authorise the directors (a)
to allot and to grant rights to subscribe for, or to convert any
security into, shares in the capital of the company (other than
9 per cent cumulative preference shares) up to an aggregate
nominal amount of £3,652,585 representing 33.3 per cent of
the issued ordinary share capital (excluding treasury shares)
at the date of this report, and (b) to allot and to grant rights
to subscribe for, or to convert any security into, 9 per cent
cumulative preference shares in the capital of the company up
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' report
continued
52
to an aggregate nominal amount of £24,000,000 representing
33.3 per cent of the issued preference share capital of the
company at the date of this report. The new authorities, if
provided, will expire on the date of the AGM to be held in
2027 or on 30 June 2027 (whichever is the earlier). The
directors have no current intention of exercising the allotment
authorities.
Approval of an aggregate amount of directors’ fees
Pursuant to article 91 of the company’s articles of association,
the company may by ordinary resolution determine the
aggregate amount of fees payable to directors as fees for
their services. Resolution 13 seeks to set the aggregate
amount payable at £800,000 to reflect the amounts required
to be paid to the company’s directors.
The proposed amount is intended to provide flexibility
to reflect the company’s current and anticipated board
composition, including committee responsibilities, while
ensuring that directors’ fees remain appropriate and in line
with market practice. Individual directors’ fees will continue
to be determined by the board, having regard to the
recommendations of the remuneration committee, and no
director will be involved in setting their own remuneration.
Acquisition of the company’s own shares
The company’s articles of association permit the purchase by
the company of its own shares subject to prevailing legislation
which requires that any such purchase (commonly known
as a "buy-back"), if a market purchase, has been previously
authorised by the company in general meeting and, if not, is
made pursuant to a contract of which the terms have been
authorised by a special resolution of the company in general
meeting.
The company currently holds 132,500 of its ordinary shares of
25p each, representing 0.3 per cent of the called up ordinary
share capital, as treasury shares which were acquired with
the intention that, once a holding of reasonable size has
been accumulated, such holding be placed with one or more
substantial investors on a basis that, to the extent reasonably
possible, broadens the spread of substantial shareholders
in the company. Save to the extent of this intention, no
agreement, arrangement or understanding exists whereby
any ordinary shares acquired pursuant to the share buy-back
authority referred to below will be transferred to any person.
There were no acquisitions or disposals of treasury shares
during 2025.
The directors are seeking renewal at the forthcoming AGM
(resolution 14 set out in the Notice) of the buy-back authority
granted in 2025 to purchase up to 5,000,000 ordinary
shares, on terms that the maximum number of ordinary
shares that may be bought back and held in treasury at any
one time is limited to 400,000 ordinary shares. The directors
may, if it remains appropriate, seek further annual renewals
of this authority at subsequent AGMs. The authorisation
being sought will continue to be utilised only for the limited
purpose of buying back ordinary shares into treasury with the
expectation that the shares bought back will be re-sold when
circumstances permit. The new authority, if provided, will expire
on the date of the AGM to be held in 2027 or on 30 June
2027 (whichever is the earlier).
Although the directors are seeking renewal of the buy-back
authority to maintain flexibility for the future, they do not
currently intend to exercise such authority.
The renewed buy-back authority is sought on the basis that
the price (exclusive of expenses, if any) that may be paid by
the company for each ordinary share purchased by it will be
not less than 25p and not greater than an amount equal to
the higher of: (i) 105 per cent of the average of the middle
market quotations for the ordinary shares in the capital of the
company as derived from the Daily Official List of the LSE
for the five business days immediately preceding the day on
which such share is contracted to be purchased; and (ii) the
higher of the last independent trade and the current highest
independent bid on the LSE.
Any ordinary shares held in treasury by the company will
remain listed and form part of the company’s issued ordinary
share capital. However, the company will not be entitled to
attend meetings of the members of the company, exercise
any voting rights attached to such ordinary shares or receive
any dividend or other distribution (save for any issue of bonus
shares). Sales of shares held in treasury will be made from
time to time as investors are found, following which the new
legal owners of the ordinary shares will be entitled to exercise
the usual rights from time to time attaching to such shares and
to receive dividends and other distributions in respect of the
ordinary shares.
The consideration payable by the company for any ordinary
shares purchased by it will come from the distributable
reserves of the company. The proceeds of sale of any ordinary
shares purchased by the company would be credited to
distributable reserves up to the amount of the purchase price
paid by the company for the shares, with any excess over such
price being credited to the share premium account of the
company.
The company will continue to comply with its obligations under
the Listing Rules of the FCA in relation to the timing of any
share buy-backs and re-sales of ordinary shares from treasury.
Authorities to disapply pre-emption rights
Fresh powers are also being sought at the forthcoming AGM
under the provisions of sections 570 and 573 of the CA 2006
to enable the board to make a rights issue or open offer of
ordinary shares to existing ordinary shareholders without being
obliged to comply with certain technical requirements of the
CA 2006 which can create problems with regard to fractions
and overseas shareholders.
In addition, the resolution to provide these powers (resolution
15 set out in the Notice) will, if passed, empower the directors
to allot equity securities or sell treasury shares for cash and
otherwise than to existing shareholders pro rata to their
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
53
holdings up to a maximum aggregate nominal amount of
£1,095,775 (representing 10 per cent of the issued ordinary
share capital of the company (excluding treasury shares) at
the date of this report).
The figure of 10 per cent reflects the Pre-Emption Group
2022 Statement of Principles for the disapplication of pre-
emption rights (the Statement of Principles). The board will
have due regard to the Statement of Principles in relation to
any exercise of this power.
Reflecting the Statement of Principles, a further power is
being sought at the forthcoming AGM to enable the board to
allot equity securities or sell treasury shares for cash otherwise
than to existing shareholders pro rata to their holdings in
addition to the 10 per cent referred to above. The resolution to
provide these powers (resolution 16 set out in the Notice) will,
if passed, be limited to the allotment of equity securities and
sales of treasury shares for cash up to a maximum aggregate
nominal amount of £1,095,775 (representing 10 per cent of
the issued ordinary share capital of the company (excluding
treasury shares) at the date of this report). The board will have
due regard to the Statement of Principles in relation to any
exercise of this power and in particular the board may only use
this power in connection with a transaction which they have
determined to be an acquisition or other capital investment
(of a kind contemplated by the Statement of Principles most
recently published prior to the date of this notice) which is
announced contemporaneously with the announcement of the
issue, or which has taken place in the preceding 12 month
period and is disclosed in the announcement of the issue.
The foregoing powers (if granted) will expire on the date of
the AGM to be held in 2027 or on 30 June 2027 (whichever
is the earlier).
General meeting notice period
At the 2026 AGM a resolution (resolution 17 set out in the
Notice) will be proposed to authorise the directors to convene
a general meeting (other than an AGM) on 14 clear days’
notice (subject to due compliance with requirements for
electronic voting). The authority, if granted, will be effective
until the date of the AGM to be held in 2027 or until 30 June
2027 (whichever is the earlier). The applicable resolution is
proposed following legislation which, notwithstanding the
provisions of the company’s articles of association and in the
absence of specific shareholder approval of shorter notice, has
increased the required notice period for general meetings of
the company to 21 clear days. While the directors believe that
it is sensible to have the flexibility that the proposed resolution
will offer to convene general meetings on shorter notice than
21 days, this flexibility will not be used as a matter of routine
for such meetings, but only where use of the flexibility is
merited by the business of the meeting and is thought to be to
the advantage of shareholders as a whole.
Directors’ remuneration report
Resolution 2 as set out in the Notice provides for approval of
the
Directors' remuneration report
as detailed below.
Recommendation
The board considers that the proposals to grant the directors
the authorities and powers as detailed under
Authorities
to allot share capital
,
Approval of an aggregate amount of
directors’ fees
,
Acquisition of the company’s own shares
,
and
Authorities to disapply pre-emption rights
above and the
proposals to permit general meetings (other than AGMs) to be
held on just 14 clear days’ notice as detailed under
General
meeting notice period
above are all in the best interests of
the company and shareholders as a whole and accordingly
the board recommends that shareholders vote in favour of
resolutions 11 to 17 as set out in the Notice.
Independent auditor
Each director of the company at the date of approval of this
report has confirmed that, so far as such director is aware,
there is no relevant audit information of which the company’s
independent auditor is unaware; and that such director has
taken all the steps that ought to be taken as a director in
order to make himself or herself aware of any relevant audit
information and to establish that the company’s independent
auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the CA
2006.
A resolution to re-appoint MHA as independent auditor
(resolution 9 set out in the Notice) will be proposed at the
2026 AGM.
Resolution 10 set out in the Notice proposes that the audit
committee, in accordance with its terms of reference and
standard practice, be authorised to determine and approve the
remuneration of the independent auditor.
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' report
continued
54
Disclosure requirements of UKLR 6.6.1R
The following table references the location of information required to be disclosed in accordance with UKLR 6.6.1R of the
Listing Rules published by the FCA.
Following the changes in 2024 to the FCA listing categories which replaced the two tier (premium and standard) listing
segments with new listing categories, the company is now classed as a commercial company with ordinary shares categorised
as equity shares and preference shares categorised as non-voting equity shares.
Disclosure requirement
Disclosure in annual report
The amount of interest capitalised during the year with an indication of the amount and
treatment of any related tax relief
Note 12 to the consolidated
financial statements
Any information required in respect of published unaudited financial information as required
by UKLR 6.2.23R
Not applicable
Details of long-term incentive scheme as required under UKLR 9.3.3R
Not applicable
Any arrangements under which a director has waived or agreed to waive any emoluments
from the company or any subsidiary undertaking
Not applicable
Any arrangement under which a director has agreed to waive future emoluments
Not applicable
Allotments for cash of equity securities made during the period under review otherwise
than to the holders of the company’s equity shares in proportion to their holdings of
such equity shares and which has not been specifically authorised by the company’s
shareholders
Not applicable
Allotments for cash of equity securities by a major unlisted subsidiary of the company
made during the period under review otherwise than to the holders of the company’s
equity shares in proportion to their holdings of such equity shares and which has not been
specifically authorised by the company’s shareholders
Not applicable
Participation by a parent company in any placing made by the company
Not applicable
Any contract of significance:
(i)
to which the listed company, or one of its subsidiary undertakings, is a party and in
which a director of the listed company is or was materially interested; and
(ii)
between the listed company, or one of its subsidiary undertakings, and a controlling
shareholder
Not applicable
Contracts for the provision of services to the company or any of its subsidiary undertakings
by a controlling shareholder
Not applicable
Arrangements under which a shareholder has waived or agreed to waive any dividends
Not applicable
Arrangements under which a shareholder has agreed to waive future dividends
Not applicable
Board statement in respect of relationship agreement with the controlling shareholder
Not applicable
By order of the board
R.E.A. SERVICES LIMITED
Secretary
21 April 2026
55
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Governance
Corporate governance report
This directors’ report on corporate governance in respect of
the year ended 31 December 2025 is made pursuant to the
Code, which is available from the FRC’s website at
www.frc.org.uk.
Throughout the year ended 31 December 2025, the company
remained in compliance with the provisions set out in the
Code that were in effect during 2025. The board is preparing
for the application of Provision 29 of the Code, which requires
a declaration on the effectiveness of material internal controls
for the year ending 31 December 2026.
Statement on corporate governance
The directors recognise the importance of ensuring that the
group’s affairs are managed effectively and with integrity and
acknowledge that the principles laid down in the Code provide
a widely endorsed model for achieving this. The directors seek
to apply the Code principles and the supporting provisions in
a manner proportionate to the group’s size but, as the Code
permits, reserving the right, when and if it is appropriate to the
individual circumstances of the company, not to comply with
certain Code principles and to explain why.
At the performance review conducted in 2025 and following
a further formal review conducted in February 2026,
directors concluded that the board performed effectively as
constituted during 2025 and continues to do so during 2026.
In reaching this conclusion, the review took account of the
board composition at the year end and also of the subsequent
appointment of two additional directors in January 2026
which has strengthened the board’s depth of experience and
range of skills in particular as respects the group’s operations
in Indonesia. Further, the board changes that have taken
place in 2026 address the directors’ intention to gradually
transfer oversight and management of the group to a younger
generation.
The performance review also concluded that the diversity of
gender and ethnic backgrounds and complementary skills
of individual board members are appropriate for the size and
strategic direction of the group and for the challenges that it
faces. It was considered that each director brings separate
valuable insights into, variously, the plantation industry,
business in Indonesia and the group’s affairs. Taking account
of the nature and size of the company, the forthcoming further
changes to the board and thereafter the limited number
of directors on the board, it was decided that an externally
facilitated board performance review was not merited.
The directors are conscious that the group relies not only on
its shareholders but also on the holders of its debt securities
for the provision of the capital that the group utilises. The
comments below regarding liaison with shareholders apply
equally to liaison with holders of debt securities.
Role and responsibilities of the board
The board is responsible for the proper leadership of
the company in meeting its objectives for the long-term
sustainable success of the company, the community in which it
operates and its shareholders.
The board has a schedule of matters reserved for its
decision which is kept under review. Such matters include
strategy, material investments and financing decisions and
the appointment or removal of executive directors and the
company secretary. In addition, the board is responsible for
ensuring that resources are adequate to meet the group’s
objectives and for reviewing performance, financial and
operational controls, risk and compliance with the group’s
policies and procedures with respect to its strategy and
values regarding business ethics, responsible development,
environment and biodiversity conservation, human rights,
diversity, and health and safety. Each of these matters is
considered at the group’s quarterly board meetings with such
discussions informed by exchanges with, and information
provided by, the senior management team. The group’s culture
and long history of operating in South East Asia underpins the
policies, standards and procedures that it employs in seeking
to meet the group’s objectives. The group’s local directors,
commissioners and minority shareholders are a valuable
resource in ensuring that the culture and conduct of the group
are maintained and appropriately aligned with that of the
region in which it operates.
The chairman and managing director (being the chief
executive) have defined separate responsibilities under the
overall direction of the board. The chairman has responsibility
for leadership and effective management of the board
in the discharge of its duties; the managing director has
responsibility for the executive management of the group
overall. Neither has unfettered powers of decision.
Michael St. Clair-George, Rizal Satar, Mieke Djalil and Grant
Lutz (appointed January 2026) are considered by the
board to be independent directors. Further, the chairman on
appointment was considered to meet the board of directors’
criteria for independence. There is a regular and frank
dialogue, both formal and informal, between all directors
and senior management and communication is open and
constructive and non-executive directors are able to express
their views, challenge one another and senior management
and to raise issues or concerns. Executive management is
responsive to feedback from non-executive directors and to
requests for clarification and amplification.
Composition of the board
As at 31 December 2025, the board comprised the chairman,
one executive director and five non-executive directors, three
of whom are considered to be independent. The board has
deemed that its composition at the year end was appropriate,
having regard to the size and nature of the group’s operations,
the balance of skills, experience and knowledge of the group’s
business and operating environment, and the need to ensure
effective leadership, oversight and decision making.
The board benefits from a broad range of experience,
including in the plantation industry, business in Indonesia,
finance, governance and the operation of UK listed
companies. The directors’ collective experience and
complementary skills are considered by the board to support
the long-term sustainable success of the company.
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Corporate governance report
continued
56
Following the year end, with the appointment in January
2026 of one new non-executive director in anticipation of the
retirement of three long standing directors at the conclusion
of the 2026 AGM and the appointment of a new executive
director to succeed as managing director, the directors are
satisfied that the board is suitably refreshed, remains of a
size that is appropriate to the demands of the group whilst
continuity and breadth of experience is ensured by the
remaining directors.
Biographical information concerning each of the directors of
the company is set out under
Board of directors
above. The
variety of backgrounds brought to the board by its members
provides perspective and facilitates balanced and effective
strategic planning and decision making for the long-term
success of the company in the context of the company’s
obligations and responsibilities, both as the owner of a
business in Indonesia and as a UK listed entity. In particular,
the board believes that the respective skills and experience of
its members complement each other and that their knowledge
and commitment is of specific relevance to the nature and
geographical location of the group’s operations.
The group’s London office comprises one executive director
and a small number of senior executives, all of whom are
female, managing the company’s London listing and liaising
with its European investors, as well as liaising closely with
the senior management team in Indonesia. The Indonesian
management team has day to day responsibility for the
plantation operations and reports to the managing director.
Under the company’s articles of association, any director
who has not been appointed or re-appointed at each of the
preceding two AGMs shall retire by rotation and may submit
themself for re-election. This has the effect that each director
is subject to re-election at least once every three years.
Further, any director appointed during the year holds office
until the next AGM and may then submit themself for re-
election. However, in compliance with the Code, all directors
are subject to annual re-election by shareholders.
It is the policy of the company that the board should be
refreshed on the basis that independent non-executive
directors will not normally be proposed for reappointment if,
at the date of reappointment, they have served on the board
for more than nine years. However, David Blackett, who was
first appointed to the board in 2008 and was appointed
chairman in 2016, has served on the board for more than
nine years. The board is mindful of maintaining a suitable
balance between independence and relevant experience and
considers that, as chairman, David's objectivity and judgement
are not compromised by his length of service. The board
considers that the value brought to board proceedings by
David’s commitment and continuity outweighs other factors.
David fosters healthy discussions at board meetings to ensure
that board decision making is effective and conforms with the
group’s strategy and objectives. Accordingly, as explained in
the
Directors’ report
above, the board has further extended
the chairman’s term beyond that recommended under the
Code, taking account of the views of fellow directors and of
the company’s major shareholders.
Post year end directorate changes
In January 2026, pursuant to the recommendations of the
nomination committee, Luke Robinow was appointed as
an executive director and as group managing director and
Grant Lutz was appointed as a non-executive director. The
nomination committee led a formal review process that
considered the succession pipeline in the context of the future
leadership requirements of the group. The appointments
reflect the directors’ focus on operational priorities and
strategic growth.
Directors’ conflicts of interest
In connection with the statutory provisions regarding the
avoidance by directors of situations which conflict or may
conflict with the interests of the company, the board has
approved the continuance of potential conflicts as notified
by each of Richard Robinow and, upon his appointment in
January 2026, Luke Robinow.
Richard, who absented himself from the discussion in this
respect, has notified the company in relation to his interests
as a shareholder in or as a director of companies the interests
of which might conflict with those of the group but are not at
present considered to do so.
Luke has declared potential conflicts relating to his interests
as a shareholder in or as a director of companies the interests
of which might conflict with those of the group but are not at
present considered to do so.
No other conflicts or potential conflicts have been notified by
directors.
Professional development and advice
In view of their previous relevant experience and, in some
cases, length of service on the board, all directors are
familiar with the financial and operational characteristics
of the group’s activities. Directors are required to ensure
that they maintain that familiarity and keep themselves
fully cognisant of the affairs of the group and matters
affecting its operations, finances and obligations (including
sustainability responsibilities). Whilst there are no formal
training programmes, the board regularly reviews its own
competences, receives periodic briefings on legal, regulatory,
operational and political developments affecting the group
and may arrange training on specific matters where it is
thought to be required. Directors are able to seek the advice
of the company secretary and, individually or collectively, may
take independent professional advice at the expense of the
company if necessary.
Newly appointed directors receive induction on joining the
board and steps are taken to ensure that they become fully
informed as to the group’s activities.
57
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Information and support
Monthly operational, financial and sustainability reports are
issued to all directors for their review and comment. These
reports are augmented by annual budgets and positional
papers on matters of a non-routine nature and by prompt
provision of such other information as the board periodically
decides that it should have to facilitate the discharge of its
responsibilities.
Board performance review
A formal rigorous internal review of the performance of the
board, the committees and individual directors is undertaken
annually. Balance of powers, mix of skills, experience and
knowledge, ongoing contribution to objectives, strategy,
efficacy, diversity, climate change and accountability to key
stakeholders are reviewed by the board as a whole. The
performance of the chairman is appraised by the independent
non-executive directors led by the senior independent
director. The appraisal process includes assessments
against a detailed set of criteria covering a variety of matters
including how the board works together as a unit, key
board relationships, effectiveness of individual directors
and committees and the commitment and contribution of all
directors in developing strategy and enforcing disciplined risk
management, pursuing areas of concern, if any, and in addition
setting appropriate commercial, social and environmental
responsibility objectives, the adequacy and timeliness of
information made available to the board and the proportion
of time allotted for considering financial performance versus
strategic matters.
Following the 2026 performance review and noting
directorate changes in the
Strategic report
above (under
Succession planning
in
Strategic environment
), the chairman
confirmed the directors’ view that the board is effective as
currently constituted and will remain effective following the
board changes during 2026 and that the performance of
each of the non-executive directors continues to be effective.
The chairman welcomed the valuable commitment and
engagement of all the directors, each of whom has extensive
experience relevant to the group’s business and of broader
issues that are of relevance to the group’s immediate and
longer-term goals and was satisfied that the board performed
effectively throughout the period under review and to date.
Board committees
The board has appointed nomination, audit and remuneration
committees to undertake certain of the board’s functions, with
written terms of reference which are available for inspection
at www.rea.co.uk/investors/corporate-governance and are
updated as necessary.
Overall, the board considers that the board committees are
of a size that is appropriate to the needs and circumstances
of the company and that the structure of the committees
retains a suitable balance between independence and recent
and relevant financial or industry experience and avoids
unnecessary duplication of the oversight exercised by the
commissioners of REA Kaltim (the Indonesian sub-holding
company of all of the group’s plantation interests) of which a
majority are independent.
There is a committee of the board, currently comprising any
two of the managing director, the chairman and Carol Gysin, to
deal with various matters of a routine or executory nature.
Following the appointments made after the 2025 year end
and the anticipated retirements at the conclusion of the
2026 AGM, the composition of the board committees will
be reviewed and changes to committee membership are
expected to be implemented thereafter. Any such changes will
take account of the company’s governance requirements, the
experience and independence of individual directors and the
importance of maintaining effective oversight.
Nomination committee
The members of the nomination committee are David
Blackett (chairman) and Michael St. Clair-George. Although
David has served on the board for more than nine years, he
was independent upon his appointment to the board and to
the nomination committee and, as noted above, the board
considers that his independence is not compromised by his
length of service. Further, the composition of the committee
will be changed upon the retirement of the three longest
standing non-executive directors
The duties of the nomination committee, including as respects
board performance review and succession planning, are
set in its terms of reference available at www.rea.co.uk/
investors/corporate-governance. The outcome of the annual
board performance review is summarised above under
Board
performance review
. The group’s policy and approach as
respects diversity and inclusion are detailed under
Diversity
and human rights
below.
The nomination committee is responsible for monitoring
the performance of the executive director and senior
management against agreed performance objectives and
submitting recommendations for the appointment and
removal of directors for approval by the full board. In making
such recommendations, the committee pays due regard to
the group’s diversity policy and takes into consideration the
ethos of the company and the specific nature and location of
the group operations. Experience and understanding of the
plantation industry and business in Indonesia, including that
from a South East Asian perspective provided by overseas
directors, is an important factor in considering a potential
appointment, whether from an external applicant or as part
of the succession planning process. The committee may use
external consultants to advertise directly for or carry out a
search exercise for potential applicants when seeking a new
chairman or directors.
A prospective director’s availability to devote the time and
attention necessary to support the company’s long-term
sustainable success is considered vital. It is important that
directors make periodic visits to the group’s operations
which are located in a remote rural location in Indonesia,
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Corporate governance report
continued
58
entailing lengthy and sometimes complex, strenuous travel.
The nomination committee assesses current demands on a
potential director’s time in addition to the time commitment
and stamina expected of a director, prior to recommending
their appointment to the board. The board considers whether
a proposed director is able to discharge their duties within
the constraints on the proposed director’s availability and
preparedness for such a role. The board is satisfied that all
directors, including those appointed after the year end, have
sufficient time available to discharge their duties effectively,
taking into account other commitments.
Audit committee
The members of the audit committee are detailed in the
Audit
committee report
below. The company constitutes a smaller
company for the purpose of the Code and accordingly an
audit committee comprising two members complies with
the requirements of the Code. Both members have relevant
financial expertise and experience. Given the commitment
and specific competencies relevant to the group’s business
that are required of audit committee members, the board is
satisfied that the committee is appropriately constituted.
Rizal Satar, who is one of the two members of the audit
committee, is also chairman of the audit committee of the REA
Kaltim sub group and has primary responsibility for overseeing
audit matters in the region and for reporting back to the audit
committee in London. Membership of the audit committee is
kept under review by the board to ensure that it continues to
remain independent and effective.
As set out in its terms of reference, the audit committee
monitors and reports to the board at each quarterly meeting
on the independence and effectiveness of the internal and
external audit functions, the integrity of financial and narrative
statements and its assessment of risk management and
internal control procedures. The audit committee’s report on
its composition and activities is set out in the
Audit committee
report
below. This also provides information concerning the
independent external auditor.
Remuneration committee
The members of the remuneration committee are detailed in
the
Directors’ remuneration report
below. The remuneration
committee meets the criteria of the Code as respects
both independence and the composition of remuneration
committees.
The principles, policies and activities of the remuneration
committee are set out in the
Directors’ remuneration
report
below. This also provides information concerning the
remuneration of the directors and includes details of the basis
upon which such remuneration is determined.
Board proceedings
Four meetings of the board are scheduled each year. Other
board meetings are held as required to consider corporate
and operational matters with all directors consulted in
advance regarding significant matters for consideration and
provided with relevant supporting information. Minutes of
board meetings are circulated to all directors. The managing
director is present at all board meetings. Where appropriate,
telephone discussions take place between the chairman and
the other non-executive directors outside the formal meetings.
Committee meetings are held as and when required. All
proceedings of committee meetings are reported to the full
board.
The attendance of individual directors, who served during
2025, at the board meetings held in 2025 is set out below:
Regular
meeting
Ad hoc
meeting
David Blackett
4
3
Mieke Djalil
4
4
Carol Gysin
4
4
John Oakley
4
3
Richard Robinow
4
4
Michael St. Clair-George
4
2
Rizal Satar
4
3
In addition, during 2025 there were three meetings of the
audit committee and one meeting of each of the remuneration
committee and nomination committee. All committee meetings
were attended by all of the committee members appointed at
the time of each meeting.
Whilst all formal decisions are taken at board meetings,
the directors have frequent informal discussions among
themselves and with management and most decisions at
board meetings reflect a consensus that has been reached
ahead of the meetings. Following the directorate changes
in January 2026, four of the directors reside permanently in
the Asia Pacific region and some UK based directors travel
extensively. Since the regular board meetings are fixed to fit in
with the company’s budgeting and reporting cycle and ad hoc
meetings normally have to be held at short notice to discuss
specific matters that do not fall within the remit of the board
committees, it may not always be practical to fix meeting
dates to ensure that all directors are able to attend each
meeting in person but, when possible, the company organises
a conference facility to facilitate remote attendance. In the
event that a director is unable to attend a meeting in person or
by way of a conference facility, the company ensures that the
director concerned is fully briefed so that the director’s views
can be made known to other directors ahead of time and be
reported to, and taken into account, at the meeting.
The use of conference facilities is not felt by directors to
impact adversely the conduct or administration of meetings or
the quality and depth of board discussions and contributions
by individual directors.
Audit, risk and internal control
The board is responsible for the group’s audit and system
of internal control and for reviewing their effectiveness,
taking account of the views and recommendations of the
audit committee in considering such matters. The system is
59
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
designed to manage, rather than eliminate, the risk of failure to
achieve business objectives and can only provide reasonable
and not absolute assurance against material misstatement or
loss.
The board has established a continuous process for
identifying, evaluating and managing the principal risks which
the group faces (including risks arising from sustainability
matters) and considering any such risks in the context of the
group’s overall strategic objectives.
A robust assessment of the principal and emerging risks, as
set out under
Principal risks and uncertainties
in the
Strategic
report
above, was conducted by the board on 20 April 2026.
The board also regularly reviews the process and internal
control systems, which were in place throughout 2025 and
up to the date of approval of this report, in accordance with
the FRC Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
The board attaches importance not only to the process
established for controlling risks but also to promoting an
internal culture in which all group staff are conscious of the
risks arising in their particular areas of activity, are open with
each other in their disclosure of such risks and combine
together in seeking to mitigate risk. In particular, the board
has always emphasised the importance of integrity and ethical
dealing and continues to do so, in accordance with the group’s
policies on business ethics and human rights.
Policies and procedures in respect of diversity, human rights
and anti-bribery and corruption are in place for all of the
group’s operations in Indonesia as set out in the
Strategic
report
above (under
Employees
in the
Sustainability and
climate report
) as well as in the UK. These include detailed
guidelines and reporting requirements, a comprehensive,
continuous training programme for all management and
employees and a process for ongoing monitoring and review.
To support the group’s policies and procedures, a local third
party assists with corporate governance matters and regular
anti-bribery training for employees in Indonesia. Such training
covers local and international standards of good governance
and anti-bribery laws and regulations, with specific reference
to the Bribery Act 2010. The group’s whistleblowing
procedure, implemented for employees in Indonesia, where
over 99 per cent of the workforce is based, is managed and
facilitated externally by a professional independent third party
firm.
The group has in place measures to ensure that it is compliant
with UK GDPR.
The board, assisted by the audit committee and the internal
audit process, reviews the effectiveness of the group’s
system of internal control on an ongoing basis. The board’s
monitoring covers all controls, including financial, operational
and compliance controls and risk management. It is based
principally on reviewing reports from management and the
internal audit department (providing such information as the
board requires) and considering whether significant risks are
identified, evaluated, managed and controlled and whether
any significant weaknesses are promptly remedied or indicate
a need for more extensive monitoring. Details of the internal
audit function and the board’s risk management monitoring
are provided under
Internal audit
and
Risk management and
internal control
in the
Audit committee report
below.
Internal audit and reporting
The group’s internal audit arrangements are described in the
Audit committee report
below.
The group has established a management hierarchy which is
designed to delegate the day to day responsibility for specific
departmental functions within each working location, including
financial, operational and compliance controls and risk
management, to a number of senior managers and department
heads who in turn report to the managing director.
Management reports to the board on a regular basis by way
of the circulation of progress reports, management reports,
budgets and management accounts. Management reports, in
particular as regards finance matters, are also considered by
the audit committee as required. Management is required to
seek authority from the board in respect of any transaction
outside the normal course of trading which is above an
approved limit and in respect of any matter that is likely to
have a material impact on the operations that the transaction
concerns. Monthly meetings to consider operational matters
are held in London and Indonesia and regular meetings
are held between the two offices by way of conference
calls. Directors based in London make frequent visits to the
overseas operations each year. The managing director has
a continuous dialogue with the chairman and with other
members of the board.
Diversity and human rights
The group encourages an open approach to recruitment,
promotion and career development irrespective of age,
gender, national origin or background. As noted in the group’s
Non-financial and sustainability information statement
in
the
Strategic report
above under
Regulatory information
,
applicable policies are designed to recognise and promote
this open approach. Substantial progress has been made
in implementing the diversity policy as evidenced by the
composition of the group board, Indonesian subsidiary boards
and senior management, and the DEI committee, with the
latter broadening the scope of the previous gender committee,
as set out in the
Strategic report
above under
Employees
in
the
Sustainability and climate report
.
The directors have determined that the main board should
continue to be of a size that is appropriate to the needs and
circumstances of the company with its operations being based
entirely overseas in Indonesia. Given the nature and location
of the group’s operations, the directors have not set specific
targets as respects gender or ethnic diversity.
As at 31 December 2025, the company was in compliance
with the requirements of UKLR 6.6.6R(9) as respects senior
board positions and ethnic diversity, but not as respects
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Corporate governance report
continued
60
the 40 per cent target for women on the board. As at 31
December 2025, the managing director and one independent
non-executive director of the company were women, together
representing 29 per cent of the board of seven directors.
29 per cent of the board were also from minority ethnic
backgrounds as determined by the Office for National
Statistics.
The directors encourage and promote the participation
of women in senior leadership roles and seek to increase
the number of female employees at all levels throughout
the group. The group head office in London comprises six
employees, five of whom are senior executives (including an
executive director), and all of whom are women. Substantially
all of group’s employees are based in Indonesia and 7,894
(some 99 per cent) are South East Asian. As noted in the
Strategic report under
Employees
in the
Sustainability
and climate report
, 29 per cent of the group's combined
Indonesian and UK workforce, and 24 per cent of the
management team, are women.
Gender representation as at 31 December 2025
No. of
board
members
% of
board
No. of
senior
positions
on board*
No. in
executive
manage-
ment
% of
executive
manage-
ment
Men
5
71
2
3
37
Women
2
29
1
5
63
Ethnicity representation as at 31 December 2025
No. of
board
members
% of
board
No. of
senior
positions
on board*
No. in
executive
manage-
ment
% of
executive
manage-
ment
White British or
other White**
5
71
3
7
87
Mixed Multiple
ethnic groups
–
–
–
–
–
Asian/Asian
British
2
29
–
1
13
Black/African/
Caribbean/
Black British
–
–
–
–
–
Other ethnic
group including
Arab
–
–
–
–
–
Not specified
–
–
–
–
–
*
(CEO, CFO, SID, Chair)
** (Including minority-White groups)
Following changes to board composition after the year end,
the company does not currently meet two of the FCA board
diversity targets. The board considers that the changes are
appropriate for the company and remain consistent with the
company’s approach to succession planning. The board will
continue to have regard to diversity in its consideration of
future board and committee appointments.
The group collects and stores employee data on a human
resources management information system which complies
with data protection regulations in the applicable locations.
Data as regards gender is mandatory in Indonesia; data as
regards ethnicity is provided voluntarily and may be withheld at
employees' discretion.
In accordance with the Modern Slavery Act 2015, the group
seeks to ensure that its partners abide by its ethical principles,
including those with respect to slavery as set out in the
policies on human rights and business ethics. All full time
employees, casual workers and third party contractors are
provided with clear terms of engagement, including a defined
notice period for termination and the group’s policy with
respect to slavery or trafficked labour. The policy statement
on modern slavery is available on the group’s website and is
reviewed annually by the board in light of the group’s policies
and practices. The group is also subject to assessments of
its human rights policies and procedures by major customers
and certification bodies. These audits, which are usually
conducted by independent bodies, cover the management
and governance of human rights, as well as respect for
fundamental rights in the workplace and in the community.
Relations with stakeholders
The Chairman’s statement and
Strategic report
above,
when read in conjunction with the financial statements, the
Directors’ report
above and the
Audit committee report
and
Directors’ remuneration report
below are designed to present
a comprehensive and understandable assessment of the
group’s position and prospects. The respective responsibilities
of the directors and independent auditor in connection
with the financial statements are detailed in
Directors’
responsibilities
below and in the
Independent auditor’s report
.
The group maintains its website at www.rea.co.uk. The website
has detailed information on, and photographs illustrating
various aspects of, the group’s activities, including its
commitment to sustainability, conservation work and managing
its carbon footprint. The website is updated regularly and
includes information on the company’s share prices and
the price of CPO. The company’s corporate governance
documentation is published at www.rea.co.uk/investors/
corporate-governance. The company’s results and other news
releases issued via the LSE’s Regulatory News Service are
published at www.rea.co.uk/investors/regulatory-news and,
together with other relevant documentation concerning the
company, are available for downloading.
The directors endeavour to ensure that there is satisfactory
dialogue, based on mutual understanding, between the
company and its shareholder body. The annual report, interim
communications, periodic press releases and such circular
letters to shareholders as circumstances may require are
intended to keep shareholders informed as to progress in
the operational activities and financial affairs of the group.
In addition, within the limits imposed by considerations of
confidentiality, the company engages with institutional and
other major investors through regular meetings and other
contact in order to understand their concerns. The views of
shareholders are communicated to the board as a whole to
ensure that the board and the board committees maintain a
balanced understanding of shareholder opinions and issues
arising.
61
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
All ordinary shareholders may attend the company’s annual
and other general meetings and put questions to the board.
Currently, four directors reside permanently in the Asia Pacific
region. Moreover, the nature of the group’s business requires
that directors travel frequently to Indonesia. It is therefore not
always feasible for all directors to attend general meetings,
but those directors who are present are available to talk on an
informal basis to shareholders after the meeting’s conclusion.
At least 20 working days’ notice is given of the AGM and
related papers are made available to shareholders at least
20 working days ahead of the meeting. For every general
meeting, proxy votes are counted, and details of all proxies
lodged for each resolution are reported to the meeting and
made available on the group’s website as soon as practicable
after the meeting.
Arrangements for the company’s 2026 AGM are set out in the
Notice. Reference should be made to the Notice for further
information regarding attendance at the meeting.
The board is mindful that the group's employee are key
stakeholders in the company. Rizal Satar, who resides in
Indonesia and is also a commissioner of REA Kaltim and
chairman of the local audit committee, is the designated
non-executive director with responsibility for engagement
with employees, as well as oversight of anti-bribery and
whistleblowing procedures in line with the group’s policies.
Rizal works with the managing director and REA Kaltim’s
head of human resources and chief sustainability officer to
consider employee issues and periodically attends employee
workshops on the group’s estates. In addition, Rizal provides
the conduit between the independent whistleblowing facilitator
and the board. Outcomes and findings from employee
engagement and whistleblowing procedures are reported to
the local boards of directors and commissioners and ultimately
to the group’s main board via the REA Kaltim audit committee.
This engagement mechanism is to ensure that the board
understands the views of all stakeholders and that employee
interests have been considered in board discussions and
decision making in order to promote the long-term success of
the company.
Approved by the board on 21 April 2026 and signed on behalf
of the board by
DAVID J BLACKETT
Chairman
62
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Audit committee report
Summary of the role of the audit committee
The terms of reference of the audit committee are available for
download at www.rea.co.uk/investors/corporate-governance.
The audit committee’s remit covers the group as a whole, as
well as the parent company and major subsidiary undertakings,
unless required otherwise by regulations. The audit committee
is responsible for:
•
monitoring the integrity of the financial statements,
reviewing formal announcements of financial performance
and the significant reporting issues and judgements that
such statements and announcements contain
•
reviewing the effectiveness of the internal control
functions (including the internal financial controls and
internal audit function in the context of the group’s overall
risk management system, as well as arrangements
whereby internally raised staff concerns as to financial
reporting and other relevant matters are considered)
•
making recommendations to the board in relation to the
appointment, reappointment, removal, remuneration and
terms of engagement of the independent external auditor,
and overseeing the relationship with and reviewing the
audit findings of the independent external auditor
•
reviewing and monitoring the independence of the
external auditor and the effectiveness of the audit
process.
The audit committee also monitors the engagement of the
independent external auditor to perform non-audit work.
Non-audit work undertaken by the independent auditor
was, as in previous years, routine compliance reporting in
connection with covenant obligations applicable to certain
group loans (as respects which the governing instruments
require that such compliance reporting is carried out by the
independent auditor). The audit committee considered that
the nature and scope of, and remuneration payable in respect
of, these engagements were such that the independence and
objectivity of the auditor was not impaired. Fees payable are
detailed in note 7 to the consolidated financial statements.
MHA will continue to undertake covenant compliance tasks,
subject to their reappointment at the 2026 AGM.
The members of the audit committee discharge their
responsibilities by formal meetings and informal discussions
between themselves, meetings with the independent external
auditor, and with management in Indonesia and London and
by consideration of reports from management, the Indonesian
audit committee and the independent external auditor.
The committee provides advice and recommendations to the
board with respect to the financial statements to ensure that
these offer fair, balanced, understandable and comprehensive
information for the purpose of informing and protecting the
interests of the company’s shareholders.
Composition of the audit committee
The audit committee currently comprises Michael St. Clair-
George (chairman) and Rizal Satar. Both are considered by the
directors to have relevant financial and professional expertise
and experience, as well as experience of the business sector
and region in which the company operates, so as to be able to
fulfil their specific duties effectively with respect to the audit
committee. The experience of each member of the committee
is described under
Board of directors
above. Following the
board appointments made after the 2025 year end and the
anticipated retirements at the conclusion of the 2026 AGM,
the composition of the audit committee will be reviewed
and changes to committee membership are expected to be
implemented thereafter. Any such changes will take account
of the company’s governance requirements, the experience
and independence of individual directors and the importance
of maintaining effective oversight.
Meetings
Three audit committee meetings are scheduled each year to
match the company’s budgeting and reporting cycle. Additional
ad hoc meetings are held to discuss specific matters when
required, including meetings called at the request of the
independent external auditor.
Significant issues relating to the financial statements
The committee reviewed the half year financial statements
to 30 June 2025 (on which the independent auditor did not
report) and the full year financial statements for 2025 (the
2025 financial statements) contained in this annual report.
The external audit report on the latter was considered together
with a paper to the committee by the independent auditor
reporting on the principal audit findings. The audit partner of
MHA responsible for the audit of the group attended the audit
planning meeting prior to the year end as well as the meeting
of the committee at which the full year audited financial
statements were considered and approved. Senior members
of staff of MHA who were involved in the audit also attended
the meetings.
In relation to the group’s audited 2025 financial statements,
the committee considered the significant accounting and
judgement issues set out below.
R.E.A. Holdings plc
Annual Report and Accounts 2025
63
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Significant accounting and judgement issues
Issues
Relevant considerations
Consolidation of MCU and ATP
The consolidation in the group financial statements of MCU from 1 August 2025 and ATP
from 1 July 2024 in line with IFRS 3: Business Combinations requires management to
make significant judgements in respect of control and the fair value of the assets acquired
(see note 3 to the consolidated financial statements). Fair value adjustments have been
made in respect of the stone and sand assets as management considers appropriate in view
of future cash flows and the long-term value to the group.
A deferred tax asset of $9 million (2024:
$6.3 million) is recognised in the consolidated
financial statements as a result of carried
forward income tax losses in Indonesia. The
carrying value assumes that sufficient profits
are generated within the relevant subsidiaries
in the five year statutory expiry limit imposed in
Indonesia to utilise fully the tax losses
The group seeks to limit uncertainty in respect of utilisation of tax losses by preparing
detailed forecasts of future taxable profits by company which are flexed for a range of
outcomes, for example, 10 per cent decreases in price and production. Provisions are made
to the extent that losses may not be utilised.
The amount of the deferred tax liability that
is recognised in the consolidated financial
statements as a result of differences between
the carrying amounts of financial assets
and liabilities in those statements and the
corresponding fiscal balances used in reporting
taxable results
The computation of deferred tax liabilities is complicated by Indonesian tax legislation and by
the extent of differences between group and local carrying amounts that have accumulated
over many years, in part due to the past requirements of IAS 41 to restate plantings at fair
value for group reporting purposes. The computation methodology applied is consistent with
that adopted in previous years.
The accounting treatment of land titles and
whether amounts included in respect of land
titles in non-current plantation operating assets
should be amortised or depreciated
The committee has considered and taken independent advice regarding Indonesian land
tenure law and regulations as applied to oil palm plantations.
The Indonesian system of land tenure for agricultural purposes (HGU) gives the licensee
rights to occupy for periods of up to 35 years, followed by an extension and then further
renewals of between 25 and 35 years. The committee has concluded that acquiring an
HGU represents, in substance, purchase of an item of PPE. To reach this conclusion the
committee made the judgement that the initial payment to acquire an HGU is akin to a
payment to purchase land and that valid renewal requests will always be granted by the
Indonesian administration (unless there is a significant change in law or government policy).
The alternative would be to treat an HGU as a lease of land rights and depreciate the cost
over the period of the HGU. Either treatment requires review of whether the underlying
assets are impaired at period ends.
From 1 January 2017, the group moved to a position of considering land titles (previously
known as "pre-paid operating lease rentals") as a class of non-current assets with no
amortisation, bringing the group’s treatment into line with other companies in the oil palm
sector. Previously, the group had amortised the pre-paid operating lease rentals at group
level although Indonesian standards had not required any amortisation in the local accounts.
Land rights in the past have been generally renewed without issue and it is a reasonable
assumption that HGUs will continue to be renewed or extended. Further, land suitable for
oil palm development and subject to HGUs can be readily bought and sold. Accordingly,
and taking account of independent advice, the committee considers that the group should
continue to adopt the policy that land titles are treated as non-current assets with no
amortisation, in line with local treatment and with other oil palm groups.
64
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Audit committee report
continued
In its review of the annual report and the financial statements,
the committee considered management’s submissions on
the matters above, together with the conclusions reached by
the independent auditor, to ensure that the annual report and
the consolidated financial statements are fair, balanced and
understandable and provide sufficient information to enable
shareholders to make an assessment of the group’s position,
performance, business model and strategy.
External audit
The independent external auditor, MHA (a member firm
of Baker Tilly International), was appointed as the group’s
external auditor in 2020, following approval of their
appointment by the company’s shareholders at the AGM
held in 2020. Simon Knibbs is the group’s audit engagement
partner.
The audit committee meets the independent external auditor
each year to consider the annual audit plan, specific auditing
and accounting matters and the independent auditor’s report
to the committee. In its assessment of the independent
external auditor, the audit committee considered the following
criteria and confirmed that it was satisfied that such criteria
had been met:
•
delivery of a thorough and efficient audit of the group in
accordance with agreed plans and timescales
•
provision of accurate, relevant and robust advice on,
and challenge of, key accounting and audit judgements,
technical issues and best practice
•
demonstration of professionalism and expertise by the
audit staff
•
sufficient continuity within the core audit team
•
adherence to independence policies and other regulatory
requirements.
Risk management and internal control
The board of the company has primary responsibility for
the group’s risk management and internal control systems.
At each of its meetings, the committee conducts a robust
assessment of principal, prospective and emerging risks
faced by the group and makes recommendations to the board
accordingly. Current risks, and the assessment thereof are set
out under
Principal risks and uncertainties
in the
Strategic
report
above and are reflected in the
Viability statement
and
Going concern
in the
Directors’ report
above.
The audit committee supervises the internal audit function,
which forms a key component of the control systems, and
keeps the systems of financial, operational and compliance
controls generally under review. Any deficiencies identified
are drawn to the attention of the board.
The committee is regularly appraised of matters relating to
potential IT related fraud which requires continued vigilance
and system monitoring and presents a substantial, albeit
occasional, risk for all business areas. Several upgrades to
firewalls and other anti malware protection were implemented
in recent years. A disaster recovery plan has been put in
place and tested. Cyber security reviews of IT are conducted
periodically throughout the year. The committee is satisfied
that the group’s systems are effective and sufficient for their
purpose.
The board has considered the use of AI tools within the
business and has reviewed the governance framework
surrounding the use of AI. The committee is satisfied that the
use of AI during the year was appropriately controlled and will
continue to monitor developments in this area to ensure that
the use of AI remains responsible, transparent and aligned
with regulatory expectations and best practice.
Internal audit
The group’s Indonesian operations have an internal audit
function supplemented where necessary by the use of
external consultants to assist with corporate governance
and anti bribery training for employees. Such training covers
local and international standards of good governance and
anti-bribery laws and regulations, with specific reference
to the Bribery Act 2010. The function issues reports on
each internal audit topic for consideration by the audit
committee in Indonesia. Report summaries and remedial
actions are submitted for consideration to the group audit
committee. An internal audit programme is agreed at the
beginning of each year and supplemented by special audits
through the year as and when directed by management.
In addition, follow-up audits are undertaken to ensure that
necessary remedial action has been taken. Internal audit
work continued throughout 2025, in accordance with the
internal audit programme agreed with the committee. The
group’s whistleblowing procedure, implemented for employees
in Indonesia, where over 99 per cent of the workforce is
based, is managed and facilitated externally by a professional
independent third party firm.
In the opinion of the audit committee and the board, there is
no need for an internal audit function outside Indonesia due
to the limited nature of the non-Indonesian operations.
Approved by the audit committee on 21 April 2026 and
signed on behalf of the committee by:
MICHAEL A ST. CLAIR-GEORGE
Chairman of the audit committee
65
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors’ remuneration report
This report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (the Regulations) as amended. The report is split into three main sections: the
statement by the chairman of the remuneration committee, the annual report on remuneration, and the policy report. The annual
report on remuneration provides details of directors’ remuneration during 2025 and certain other information required by the
Regulations.
The annual report on remuneration will be put to an advisory shareholder vote at the company’s 2026 AGM. The remuneration
policy was approved at the company’s 2025 AGM and, in accordance with the CA 2006 (Strategic report and Directors' report)
Regulations 2013 requiring all companies to put their remuneration policy to shareholders for approval at least every three
years or earlier if there is a change to the policy, the remuneration policy is not subject to approval at the 2026 AGM.
The Companies Act 2006 requires the independent auditor to report to shareholders on certain parts of the annual report
on remuneration and to state whether, in their opinion, those parts of the report have been properly prepared in accordance
with the Regulations. The parts of the annual report on remuneration that have been audited are indicated in that report. The
statement by the chairman of the remuneration committee and the policy report are not subject to audit.
Statement by Michael St. Clair-George, chairman of the remuneration committee
The succeeding sections of this Directors’ remuneration report cover the activities of the remuneration committee during
2025 and provide information regarding the remuneration of executive and non-executive directors. In particular, the report is
designed to compare the remuneration of directors with the performance of the company and employees. Two directors were
appointed to the board in January 2026. Their remuneration has been set in accordance with the remuneration policy approved
at the 2025 AGM.
The group’s policy on remuneration is designed to be clear, simple and consistent with the group’s values. The committee
believes that remuneration should continue to motivate and reward individual performance in a way that supports the best
long-term interests of the company, its shareholders and stakeholders. The committee considers that executive remuneration
is consistent with such policy and that the award of any bonus, which is wholly discretionary and currently the only variable
element of remuneration for the sole executive director, takes account of the group’s targets and objectives.
The policy and principles applied by the remuneration committee in fixing the appropriate remuneration of the sole executive
director take account of the company’s strategy, commercial goals and achievements as well as its sustainability objectives in
furtherance of the long-term success of the company. In addition, the committee takes into consideration external guidance and
benchmarks, including annual publications by leading audit firms regarding directors’ remuneration in smaller (FTSE SmallCap)
companies, as well as remuneration awards for senior managers of the company in Indonesia and London.
In considering a bonus for the managing director (being the sole executive director) in respect of 2025, the committee
confirmed the importance of striking an appropriate balance between positive and negative factors, reward and incentive in the
context of the group’s financial and share price performance in 2025.
The committee noted continued progress on strategic, operational, financial and administrative fronts: continuing the process of
restructuring that commenced in 2023 with a view to simplifying the group and focusing on core operational areas (including
the sale of CDM and closure of REAF); finance initiatives (including improving the debt maturity profile, securing approval of
the dollar note rollover and redemption of the sterling notes); replanting and extension planting; sustainability initiatives and
measures to address climate related risks and opportunities (including increasing the SPOTT score to 97 per cent); scaling up
the stone and sand operations and bringing these under direct control of the group; securing approval for the capital reduction;
and management development, succession planning and organisational changes across the group.
The committee reflected these factors in awarding the managing director’s bonus in respect of 2025 and setting the executive
remuneration and specific objectives for 2026. The committee considers that it has struck an appropriate balance between
reward and incentive in approving the remuneration package of the recently appointed managing director for 2026.
66
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' remuneration report
continued
Annual report on remuneration
The information provided below under
Single total figure of remuneration for each director
,
Pension entitlements
,
Directors’
shareholdings
, and
Scheme interests
has been audited.
Single total figure of remuneration for each director
The remuneration of the executive and non-executive directors for 2024 and 2025 was as follows (stated in sterling as all the
directors are remunerated in sterling). There was no remuneration in respect of any long-term incentive plan in 2025 or 2024.
2025
Salary
and fees
(fixed)
£’000
All taxable
benefits
(fixed)
£’000
*
Annual
bonus
(variable)
£’000
**
Pensions
(fixed)
£’000
***
Total
£’000
Managing director
C E Gysin
426.9
–
170.0
15.8
612.7
Chairman and non-executive directors
D J Blackett
126.3
–
–
–
126.3
M Djalil
34.8
–
–
–
34.8
J C Oakley
34.8
–
–
–
34.8
R M Robinow
126.3
14.9
–
–
141.2
R Satar
219.4
–
–
–
219.4
M A St. Clair-George
37.3
–
–
–
37.3
Total
1,005.8
14.9
170.0
15.8
1,206.5
2024
Salary
and fees
(fixed)
£’000
All taxable
benefits
(fixed)
£’000
*
Annual
bonus
(variable)
£’000
**
Pensions
(fixed)
£’000
***
Total
£’000
Managing director
C E Gysin
412.5
12.7
165.0
15.1
605.3
Chairman and non-executive directors
D J Blackett
122.1
–
–
–
122.1
M Djalil
33.6
–
–
–
33.6
J C Oakley
33.6
–
–
–
33.6
R M Robinow
122.1
14.9
–
–
137.0
R Satar****
166.3
–
–
–
166.3
M A St. Clair-George
36.1
–
–
–
36.1
Total
926.3
27.6
165.0
15.1
1,134.0
*
Types of benefit: health insurance, rental accommodation
**
In respect of the applicable year (awarded in the subsequent year)
***
Contributions to auto enrolment workplace pension
**** Restated
Fees paid to Michael St. Clair-George and Rizal Satar in 2024 and 2025 included additional remuneration at the rate of £2,500
per annum in respect of their membership of the audit committee.
67
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Pension entitlements
In the past, executive directors were eligible to join the R.E.A. Pension Scheme, a defined benefit scheme of which details are
given in note 40 to the consolidated financial statements. That scheme is now closed to new members and it is no longer the
policy of the company to offer pensionable remuneration to directors, except to the extent required under local legislation.
Mr Oakley (who was aged 77 at 31 December 2025) is a pensioner member of the scheme. Details of Mr Oakley’s annual
pension entitlement are set out below:
£
In payment at beginning of year
90,945
Increase during the year
1,655
In payment at end of year
92,600
Directors’ shareholdings
There is no requirement for directors to hold shares in the company.
At 31 December 2025, the interests of directors (including interests of persons connected with directors) in the 9 per cent
cumulative preference shares of £1 each and ordinary shares of 25p each of the company were as set out in the table below:
Directors
Preference
shares
Ordinary
shares
D J Blackett
295,600
176,144
M Djalil
–
–
C E Gysin
91,957
2,132
J C Oakley
–
442,493
R M Robinow
50,000
13,046,587
R Satar
–
–
M A St. Clair-George
2,108
129,371
There have been no changes in the interests of the directors between 31 December 2025 and the date of this report.
Scheme interests awarded during the financial year
There were no scheme interests awarded during the financial year.
Scheme interests
No director currently holds any scheme interests in shares of the company.
68
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' remuneration report
continued
Performance graph and managing director remuneration table
The following graph shows the company’s performance, measured by total shareholder return, compared with the performance
of the FTSE All Share Index also measured by total shareholder return. The FTSE All Share index has been selected for this
comparison as there is no index available that is specific to the activities of the company.
The table below provides details of the remuneration of the managing director over the ten years to 31 December 2025.
Managing director’s remuneration
Single figure
of total
remuneration
£’000
Annual bonus
pay-out against
maximum
%
Long-term incentive
vesting rates
against maximum
opportunity
%
2025
C E Gysin
612.7
80
N/A
2024
C E Gysin
605.3
80
N/A
2023
C E Gysin
603.8
81
N/A
2022
C E Gysin
557.9
80
N/A
2021
C E Gysin
538.5
83
N/A
2020
C E Gysin
494.2
57
N/A
2019
C E Gysin
439.8
35
N/A
2018
C E Gysin
473.3
67
N/A
2017
C E Gysin (for the period 21 February to 31 December 2017)
400.3
50
N/A
2017
M A Parry (for the period 1 January to 20 February 2017*)
412.8
N/A
N/A
2016
M A Parry
617.3
92
N/A
* Includes £200,000 ex gratia payment for loss of office pursuant to a resolution of shareholders in 2017
2016
2017
2018
2019
2020
2021
2022
2024
2025
2023
REA
FT Index
0
50
100
150
200
69
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Percentage change in remuneration
The table below shows the percentage changes in the remuneration of each director and in the average remuneration (on a full
time equivalent basis) of employees of the company in the UK and of certain senior managers in Indonesia between 2020 and
2025. The selected comparator employee group is considered to be the most relevant taking into consideration the nature and
location of the group’s operations. Using the entire employee group would involve comparison with a workforce in Indonesia,
whose terms and conditions are substantially different from those pertaining to employment in the UK. The remuneration of the
selected group in prior years has been restated at prevailing average exchange rates for 2025 so as to eliminate distortions
based on exchange rate movements of the rupiah and dollar against sterling.
Percentage change in
remuneration (FTE)
C E Gysin
D J
Blackett
M Djalil/
I Chia*
J C Oakley**
R M Robinow
R Satar***
M A St. Clair-
George
Employees
2024-2025
Salary and fees
3.5
3.5
3.5
3.5
3.3
32.0
3.5
2.9
All taxable benefits
(100.0)
–
–
–
–
–
–
(0.4)
Annual bonuses
3.0
–
–
–
–
–
–
10.4
Total
1.1
3.5
3.5
3.5
3.1
32.0
3.5
4.0
2023-2024
Salary and fees
5.0
5.0
5.0
5.0
5.0
(0.7)
5.0
10.2
All taxable benefits
(64.0)
–
–
–
36.8
–
–
2.2
Annual bonuses
3.1
–
–
–
–
–
–
11.3
Total
0.4
5.0
5.0
5.0
7.7
(0.7)
5.0
8.9
2022-2023
Salary and fees
8.5
8.5
9.9
9.9
8.5
0.6
9.1
1.0
All taxable benefits
12.5
–
–
–
8.8
–
–
(5.7)
Annual bonuses
6.7
–
–
–
–
–
–
(13.3)
Total
8.2
8.5
9.9
9.9
8.5
0.6
9.1
(0.4)
2021-2022
Salary and fees
4.0
4.0
4.0
(70.3)
4.0
55.1
3.7
2.3
All taxable benefits
(0.6)
–
–
–
0.0
–
–
(9.4)
Annual bonuses
3.4
–
–
–
–
–
–
0.6
Total
3.6
4.0
4.0
(70.3)
3.6
55.1
3.7
3.7
2020-2021
Salary and fees
–
3.0
3.7
(22.8)
3.0
0.9
3.4
(4.1)
All taxable benefits
(2.1)
–
–
–
18.6
–
–
10.2
Annual bonuses
45.0
–
–
–
–
–
–
(4.5)
Total
9.2
3.0
3.7
(22.8)
4.2
0.9
3.4
(3.9)
*
I Chia retired 31 December 2021. M Djalil was appointed 4 July 2022
**
Fees paid to J C Oakley in 2020 and 2021 include additional remuneration for his assistance with various operational projects. Such additional
duties ceased at the end of 2021
***
Fees paid to R Satar include additional remuneration in respect of certain executive responsibilities relating to subsidiary companies in Indonesia
70
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Directors' remuneration report
continued
Relative importance of spend on pay
The graph below shows the movements between 2024 and 2025 in total employee remuneration, cost of goods sold and
ordinary and preference dividends. Cost of goods sold has been selected as an appropriate comparator as it provides a
reasonable measure of the growth in the group’s activities.
Functions of the remuneration committee
The remuneration committee currently comprises independent non-executive directors, Michael St. Clair-George (chairman) and
Rizal Satar. The committee sets the remuneration and benefits of the executive directors. The committee is also responsible for
long-term incentive arrangements, if any, for key senior executives in Indonesia.
The committee does not use independent consultants but takes into consideration external guidance, including annual
publications by leading audit firms regarding directors’ remuneration in smaller (FTSE SmallCap) companies.
Service contracts of directors standing for re-election
David Blackett, Mieke Djalil, Carol Gysin and Rizal Satar are proposed for re-election at the forthcoming AGM. Carol Gysin
an executive director, has a service contract of which the unexpired term is nine months. All the non-executive directors have
contracts for services to the company which are terminable at will by either party. As stated in the
Strategic report
above (under
Succession planning
in
Strategic environment
), Luke Robinow has succeeded Carol Gysin as managing director with effect
from 28 January 2026.
Statement of voting at general meeting
At the annual general meeting held on 19 June 2025, votes lodged by proxy in respect of the resolutions to approve the 2024
directors’ remuneration report and policy were as follows:
Votes
for
Percentage
for
Votes
against
Percentage
against
Total
votes
Votes
withheld
Voting on remuneration report
21,731,114
99.99
1,894
0.01
21,733,008
310
Voting on remuneration policy
21,731,082
99.99
1,926
0.01
21,733,008
310
The company pays due attention to voting outcomes. Where there are substantial votes against resolutions in relation to
directors’ remuneration, relevant information pertaining to such votes will be published on the group’s website, the reasons for
any such votes will be sought, and any actions in response will be detailed in the next directors’ remuneration report.
2025
2024
Total employee remuneration
Cost of goods sold
Ordinary and preference dividends
-1%
0%
$’m
-53%
2025
2024
2025
2024
0
10
20
30
40
50
60
70
80
90
100
110
120
130
140
150
71
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Policy report
The information provided in this part of the
Directors’ remuneration report
is not subject to audit.
The remuneration policy is unchanged from the policy that was previously approved at the company’s 2025 AGM and as such is
not subject to approval at the 2026 AGM.
The remuneration of directors approved in respect of 2026 is consistent with this policy.
Policy tables
The table below provides a summary of the key components of the company’s policy in respect of the remuneration package
for directors. In determining and implementing such policy, the company seeks to ensure that arrangements are clear and
transparent, straightforward, predictable as regards the range of any discretionary awards, and proportionate in terms of targets
and values in the context of the company’s business and strategy. It is not the policy of the company to provide for possible
recovery after payment of directors’ remuneration. Given the simplicity of the remuneration structure, the absence of long-
term incentive arrangements and the discretionary nature of annual bonuses, the company considers that formal malus and
clawback provisions are not necessary or proportionate.
Purpose
Operation
Opportunity
Applicable performance
measures
Executive directors
Salary and
fees
To provide a competitive
level of fixed remuneration
aligned to market
practice for comparable
organisations, reflecting
the demands, seniority
and location of the
position and the expected
contribution to achievement
of the company’s strategic
objectives
Reviewed annually with
annual increases effective
from 1 January by reference
to: the rate of inflation,
specific responsibilities and
location of the executive,
current market rates for
comparable organisations,
rates for senior employees
and staff across the
operations, and allowing for
differences in remuneration
applicable to different
geographical locations
Within the second or
third quartile for similar
sized companies
None
Taxable
benefits
To attract, motivate, retain
and reward fairly individuals
of suitable calibre
Benefits customarily
provided to equivalent senior
management in their country
of residence
The cost of providing
the appropriate benefits,
subject to regular review
to ensure that such
costs are competitive
None
Annual
bonus
To incentivise performance
over a 12 month period,
based on achievements
linked to the company’s
strategic objectives
Annual review of
performance measured
against prior year progress
in corporate development,
both commercial and
financial, and including
objectives relating
to sustainability and
governance
Up to a maximum of 50
per cent of annual base
salary
A range of objectives for
the respective director,
reflecting specific goals
for the relevant year,
with weighting assessed
annually on a discretionary
basis depending upon the
dominant influences during
the year to which a bonus
relates
Pensions
Compliance with prevailing
legislation
Compliance with prevailing
legislation
Compliance with
prevailing legislation
None
72
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Annual Report and Accounts 2025
Governance
Directors' remuneration report
continued
Purpose
Operation
Opportunity
Applicable performance
measures
Non-executive directors
Fees
To attract and retain
individuals with suitable
knowledge and experience
to serve as directors of a
listed UK company engaged
in the plantation business in
Indonesia
Determined by the board
within the limits set by the
articles of association and
by reference to comparable
organisations and to the
time commitment expected;
reviewed annually
Fees for
additional
duties
An additional flat fee in
each year in respect of
membership of certain
committees and additional
fees in respect of particular
services performed
Determined by the board
having regard to the time
commitment expected and
with no director taking part
in the determination of such
additional remuneration in
respect of himself; reviewed
annually
Taxable
benefits
Continuance of previously
agreed arrangements
The provision of private
medical insurance, subject
to regular review to ensure
that the cost is competitive
The policies on remuneration set out above in respect of executive directors are applied generally to the senior management
and executives of the group but adjusted appropriately to reflect the position, role and location of an individual. Remuneration of
other employees, almost all of whom are based in Indonesia, is based on local and industry benchmarks for basic salaries and
benefits, subject as a minimum to an annual inflationary adjustment, and with additional performance incentives as and where
this is appropriate to the nature of the role.
Approach to recruitment remuneration
In setting the remuneration package for a newly appointed executive director, the committee will apply the policy set out above.
Base salary and bonuses, if any, will be set at levels appropriate to the role and the experience of the director being appointed
and, together with any benefits to be included in the remuneration package, will also take account of the geographical location
in which the executive is to be based. The maximum variable incentive which may be awarded by way of annual bonus will be
50 per cent of the annual base salary.
In instances where a new executive is to be domiciled outside the United Kingdom, the company may provide certain relocation
benefits to be determined as appropriate on a case by case basis taking account of the specific circumstances and costs
associated with such relocation.
Directors’ service agreements and letters of appointment
The company’s policy on directors’ service contracts is that contracts should have a notice period of not more than one year and
a maximum termination payment not exceeding one year’s salary. No director has a service contract that is not fully compliant
with this policy.
Contracts for the services of non-executive directors may be terminated at the will of either party, with fees payable only to
the extent accrued to the date of termination. Continuation of the appointment of each non-executive director depends upon
satisfactory performance and re-election at annual general meetings in accordance with the articles of association of the
company and the provisions of the Code.
During 2025 Carol Gysin had two service agreements whereby her working time and remuneration were shared between two
employing companies to reflect the division of responsibility between different parts of the group. The contracts stated that
her appointment shall continue until automatically terminated on 31 January 2026 without the need for notice unless it is
previously terminated by either party giving the other at least 12 months’ prior written notice expiring before 31 January 2026.
As at the date of this report, the unexpired term under Carol Gysin’s contract, which has been amended in 2026 to a single
contract to take account of her change of role, is nine months.
73
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Luke Robinow’s service agreement with effect from 28 January 2026 states that his appointment shall continue unless
terminated by either party giving the other at least 12 months' prior written notice. As at the date of this report the unexpired
term under Luke’s service agreement contract is 9 months.
Illustration of application of remuneration policy
The chart below provides estimates of the potential remuneration receivable pursuant to the remuneration policy by the
managing director (being the only executive director) and the potential split of such remuneration between its different
components (being the fixed component and the annual variable component) under three different performance scenarios:
minimum, in line with expectations and maximum. The managing director’s remuneration has no long-term variable component.
Managing director
Minimum remuneration
receivable
In line with
expectations
Maximum remuneration
receivable
443
100%
81%
19%
67%
33%
549
£’000
656
Fixed pay
Annual bonus
0
100
200
300
400
500
600
700
The figures reflected in the chart above have been calculated against the policies that were applicable throughout 2025 and on
the basis of remuneration payable in respect of 2026.
Payment for loss of office
It is not company policy to include provisions in directors’ service contracts for compensation for early termination beyond
providing for an entitlement to a payment in lieu of notice if due notice is not given.
The company may cover the reasonable cost of repatriation of any expatriate executive director and the director’s spouse in the
event of termination of appointment, other than for reasons of misconduct, and provided that the move back to the director’s
home country takes place within a reasonable period of such termination.
Consideration of employment conditions elsewhere in the company
In setting the remuneration of executive directors, regard is had to the levels of remuneration of expatriate employees overseas
and to the increments granted to employees operating in the same location as the relevant director. Employee views are not
specifically sought in determining this policy. Employee salaries will normally be subject to the same inflationary adjustment as
the salaries of executive directors in their respective locations.
Shareholder views
Shareholders are not specifically consulted on the remuneration policy of the company. Shareholders who have expressed
views on remuneration have supported the company’s policies and the application of those policies to date. Were a significant
shareholder to express a particular concern regarding any aspect of the policy, the views expressed would be carefully weighed.
Approved by the board on 21 April 2026 and
signed on behalf of the board by
MICHAEL A ST. CLAIR-GEORGE
Chairman of the remuneration committee
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Annual Report and Accounts 2025
Governance
Directors’ responsibilities
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law
and regulations.
UK company law requires the directors to prepare financial
statements for each financial year. Under company law,
the directors are required to prepare the group financial
statements in accordance with UK adopted IFRS and have
also chosen to prepare the company financial statements in
accordance with the United Kingdom Generally Accepted
Accounting Practice (UK Accounting Standards, comprising
FRS 101 Reduced Disclosure Framework, and applicable
law). Under company law the directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the group and the
company and of the profit or loss for that period.
In preparing the financial statements, the directors are
required to:
•
select suitable accounting policies and apply them
consistently;
•
make judgements and estimates that are reasonable and
prudent;
•
state whether applicable UK adopted IFRS have been
followed for the group financial statements and UK
Accounting Standards, comprising FRS 101 Reduced
Disclosure Framework, have been followed, subject to
any material departures disclosed and explained in the
financial statements; and
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the group's and the company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
group and the company and enable them to ensure that its
financial statements comply with the CA 2006. They are also
responsible for safeguarding the assets of the group and
the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are also responsible for the maintenance and
integrity of the corporate and financial information included
on the group’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement
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
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.
Approved by the board on 21 April 2026 and signed on behalf
of the board by
DAVID J BLACKETT
Chairman
75
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Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Governance
Independent auditor’s report to
the members of R.E.A. Holdings plc
For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of R.E.A. Holdings plc. For the purposes of the table on pages 76
to 78 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our” refer
to MHA. The Group financial statements, as defined below, consolidate the accounts of R.E.A. Holdings Plc and its subsidiaries
(the “Group”). The “Parent Company” is defined as R.E.A. Holdings plc
the Parent Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of R.E.A. Holdings plc for the year ended 31 December 2025. The financial
statements that we have audited comprise:
•
the Consolidated Income Statement;
•
the Consolidated Statement of Comprehensive Income;
•
the Consolidated Balance Sheet;
•
the Consolidated Statement of Changes in Equity;
•
the Consolidated Cash Flow Statement;
•
the Notes to the Consolidated Financial Statements, including material accounting policies;
•
the Parent Company Balance Sheet;
•
the Parent Company Statement of Changes in Equity; and
•
the Notes to the Parent Company Financial Statements, including material accounting policies.
The financial reporting framework that has been applied in the preparation of the Group’s financial statements is applicable
law and United Kingdom adopted International Financial Reporting Standards (‘UK adopted IFRS’). The financial reporting
framework that has been applied in preparation of the Company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
December 2025 and of the Group’s and the Parent Company’s profit for the year then ended;
•
The Group financial statements have been properly prepared in accordance with UK adopted IFRS;
•
the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and Parent Company’s ability to continue to adopt the going concern
basis of accounting included:
•
The consideration of inherent risks to the Group’s and the Parent Company’s operations and specifically their business
model;
•
confirming our understanding of the directors’ going concern assessment process, including obtaining an understanding of
relevant controls over management’s model;
•
testing the mathematical accuracy and appropriateness of the model used to prepare the forecast and verifying going
concern model inputs against board-approved forecasts;
76
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Independent auditor's report to
the members of R.E.A. Holdings plc
continued
•
obtaining confirmation for the financing facilities including the nature of facilities, repayment terms and covenant
compliance and liquidity requirements both during the year and during the going concern period;
•
evaluation of the financial forecasts for the Group and the Parent Company, including consideration of management’s
ability to forecast through review of previous models, recent production, trading activity and business plans, in assessing
the reasonableness of the directors’ going concern assumptions;
•
evaluation of the Group’s base case and stress case scenarios, including the associated sensitivities and consideration of
possible mitigating actions, and the rationale supporting the underlying assumptions; and
•
assessing the Group’s going concern related financial statement disclosures
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and Parent Company ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Overview of our audit approach
Scope
Our audit was scoped by obtaining an understanding of the Group, including the Parent
Company, and its environment, including the Group’s system of internal control, and assessing
the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of
bias by the directors that may have represented a risk of material misstatement.
We, and our component auditors acting on specific group instructions, undertook full scope
audits on the complete financial information of 6 components, as well as performed specified
audit procedures on particular aspects and balances on another 6 components.
Materiality
2025
2024
Benchmark Used
Group
$2.88m
$2.91m
5% of 3-year average EBITDA (2024: 5% of 3-year
average EBITDA)
Parent Company
$2.7m
$2.4m
1% of gross assets (2024: 1% of gross assets)
Key audit matters
The key audit matters identified in the current year relating to the Group and Parent Company
are:
•
Non-impairment of plantation assets. (Group)
•
Consolidation of PT Millenia Coalindo Utama (“MCU”) (Group)
Our assessment of the group's non-impairment of plantation assets continues to be a Key Audit Matter in FY25 due to the
level of judgement involved. Additionally, the Consolidation of MCU has also been considered a Key Audit Matter during FY25.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those matters which had the greatest effect on:
•
the overall audit strategy;
•
the allocation of resources in the audit; and
•
directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
77
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Non-impairment of Plantation Assets
Key audit matter
description
Plantation assets are defined in the annual report as the sum of Property Plant and Equipment (PPE), land,
intangible assets and goodwill. The assessment of the recoverable amount of plantation assets involves
significant judgement and estimation, particularly in forecasting the future cash flows expected to be
generated by the underlying plantations. Plantation Assets had a book value of $370m at 31 December
2025 ($404m at 31 December 2024). There is a risk of impairment due to the significant estimation
uncertainty in the assumptions underpinning the valuation, such as volatility of Crude Palm Oil (CPO)
prices.
Key inputs to the valuation are the CPO price, which requires the judgement of the directors, due to known
high volatility levels and is influenced by external market factors, including global commodity and energy
price movements, and the discount rate. Other key inputs include FFB yields, foreign exchange rates and
cost assumptions, all of which require significant judgement by the directors. The use of inappropriate
inputs could have a material impact on the valuation of Plantation Assets, and such assets could be subject
to a material impairment.
As disclosed in note 3, Critical accounting judgements and key sources of estimation uncertainty,
management has performed a sensitivity analysis which involves judgement over the potential impact of a
change in CPO pricing and the discount rate used. Accordingly, the key assertion at risk is valuation and
allocation, with accuracy also relevant due to the judgement in model inputs.
Further details are included within critical accounting estimates and judgements note in note 3.
How the scope
of our audit
responded to the
key audit matter
Our work over the valuation of plantations included:
•
obtaining an understanding of, and assessing the design and implementation of, relevant review
controls over the impairment assessment, including management’s review of key assumptions such as
CPO prices and discount rates
•
assessing arithmetic workings of the Valuation of Plantation Assets model and the integrity of the
formulae used;
•
comparing CPO prices used to the Group’s average selling price over the past 10 years to assess
reasonableness;
•
reviewing forecast inflation adjustments included in the CPO price calculation for reasonableness;
•
reviewing publicly available news articles and other publications commenting on the expectations for
the CPO price and global demand and supply;
•
reviewing the sensitivity analysis prepared by management on CPO and discount rate changes and
stress testing based on those sensitivities;
•
challenging management to understand how they concluded that their price and discount rate
assumptions were appropriate by assessing the methodology used in calculating the discount rate,
including input from independent specialists acting as auditor experts, and corroborating the inputs
to the calculation of the discount rate, and sensitising CPO prices and discount rates to assess the
potential impact on the valuation;
•
reviewing the yield assumptions made as part of the impairment assessment comparing to historic and
market data and assessing the reasonableness;
•
reviewing post-reporting period events for evidence of conditions existing at the balance sheet date
that may impact the valuation model; and
•
reviewing the disclosures in the financial statements against the relevant reporting requirements.
Key observations
communicated to
the Group’s Audit
Committee
Nothing has come to our attention that indicates that management's assessment that no impairment is
required is unreasonable.
78
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Annual Report and Accounts 2025
Governance
Independent auditor's report to
the members of R.E.A. Holdings plc
continued
Consolidation of PT Millenia Coalindo Utama (MCU)
Key audit matter
description
The Group held loans made to sand and coal concession holding companies in Indonesia for which control
was outside of the Group as at 31 December 2024.
During the year, the Group obtained control of PT Millenia Coalindo Utama (MCU) through the appointment
of REA-nominated directors and the ability to direct the relevant operational and financial activities,
notwithstanding that legal ownership of the shares had not transferred at the reporting date, as the
benefits of ownership attaching to the agreed shareholding had substantively transferred to the Group.
Management determined that control was obtained on 31 July 2025, requiring consolidation under IFRS
10 and application of acquisition accounting under IFRS 3. Given control was obtained late in the month,
and the effect of recognising results from the exact acquisition date would not be material, the Group has
consolidated MCU from 1 August 2025.
Pending completion of administrative procedures, the Group expects to obtain a 95% interest in MCU,
with $2.0 million consideration paid to date. The determination to consolidate MCU from 1 August 2025
involved significant judgement, as control was assessed in substance despite legal ownership not having
transferred at the reporting date, based on governance arrangements and the ability to direct relevant
activities under IFRS 10. The accounting for the transaction also involved estimation uncertainty in
determining the fair value of net assets acquired, including an $7.0 million uplift to sand-related assets
based on a discounted cash flow model, and judgement in assessing whether goodwill or a gain on bargain
purchase should be recognised.
The key assertions at risk in this area are accuracy and valuation and allocation, due to the judgement
involved in determining control and the estimation uncertainty in the fair value adjustments recognised on
consolidation.
How the scope
of our audit
responded to the
key audit matter
Our work over the consolidation of MCU included:
•
reviewing board resolutions confirming the appointment of senior Group board members on 31 July
2025;
•
evaluated operational meeting minutes and governance documents evidencing Group direction of
MCU from 1 Aug 2025;
•
reviewed shareholder arrangements and obtained representations confirming that no protective or
veto rights remain with legacy shareholders and that the benefits of ownership attaching to the agreed
shareholding had substantively transferred to the Group;
•
reviewed management’s report and internal valuation model to assess the fair value measurement,
and reconciled key DCF assumptions (including production volumes, pricing, and costs) to MCU’s
operational plans and 3rd party evidence where applicable;
•
engaged external auditor’s expert to review the reasonableness of the valuation adjustment including
the discount rate applied;
•
we reviewed the consideration transferred against the net assets acquired to confirm that no gain on
bargain purchase arose;
•
assessing the design and implementation of relevant controls around the consolidation of MCU;
•
reviewed MCU’s December 2025 operational report for consistency with valuation assumptions;
•
verified the uplift entry in group journals, confirmed the appropriate consolidation elimination of the
intercompany loan, and considered the existence of any intangible assets, contingent liabilities and off-
balance sheet financial instruments; and
•
we assessed the presentation and classification of balances in the financial statements, including the
reclassification of balances arising on consolidation.
Key observations
communicated to
the Group’s Audit
Committee
Nothing has come to our attention to suggest that management’s assessment of having obtained control
and valuation approach and related disclosures in the consolidated financial statements are unreasonable.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or in
aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial
statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
79
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the
results.
Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to
an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of
the systems and controls and the level of misstatements arising in previous audits. Based on our professional judgement, we
determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent Company financial statements
Overall materiality
US$ 2.88 million
(2024: US$ 2.91 million)
US$ 2.7 million
(2024: US$ 2.4 million)
How we determined it
5% of three-year average EBITDA
(2024: 5% of three-year average EBITDA)
1.0% of Parent Company’s gross assets
(2024: 1.0% of Parent Company’s gross assets)
Rationale for the
benchmark applied
We consider a three-year average EBITDA
benchmark to be appropriate.
Both asset-based and performance-based
benchmarks were considered. While asset-
based measures may be relevant in capital-
intensive industries, EBITDA is more aligned
to the metrics used by stakeholders to
assess performance, cash generation and
debt servicing, and is therefore more likely to
influence their economic decisions.
A three-year average EBITDA has been applied
to reduce the impact of short-term volatility
in performance, which is characteristic of the
Group’s operating environment.
We set performance materiality at 60% of overall
materiality ($1.74m) (2024: 60%), reflecting
our assessment of the risk of misstatement, the
history of misstatements and the strength of the
control environment.
The Company’s key balances comprise
investments in subsidiaries and intercompany
balances. As a holding company, its financial
position is primarily driven by its asset base rather
than operational performance.
Accordingly, we consider gross assets to be the
most appropriate benchmark for materiality, as
this is the measure most relevant to users of the
Company financial statements.
For the current year, materiality has been
determined as 1% of gross assets.
We set performance materiality at 60% of overall
materiality ($1.62m) (2024: 60%), reflecting
our assessment of the risk of misstatement, the
history of misstatements and the strength of the
control environment.
We agreed to report any corrected or uncorrected adjustments exceeding $145,000 (2024: $145,500) and $135,000 (2024:
$120,000) in respect of the Group and Parent Company respectively to the Audit Committee as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for
each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements.
This assessment takes into account the size, risk profile, organisation / distribution and effectiveness of group-wide controls,
changes in the business environment and other factors such as recent internal audit results when assessing the level of work
to be performed at each component.
The Parent Company, head office and services company are UK based whilst the plantations are based in Indonesia, and the
financing company is based in the Netherlands which was closed during the year.
Considering operational and financial performance and risk factors, we assessed risks of material misstatement at Group
Classes of Transactions, Account Balances, and Disclosures (COTABD’s) level and determined how those risks are associated
with the assertions in a component’s financial information.
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Governance
Independent auditor's report to
the members of R.E.A. Holdings plc
continued
Full scope audits were performed on:
•
Parent Company
•
KCC Resources Limited (UK)
•
R.E.A. Services Limited (UK)
•
PT R.E.A. Kaltim Plantations (Indonesia)
•
PT Sasana Yudha Bhakti (Indonesia)
•
PT Kutai Mitra Sejahtera (Indonesia)
These audits were carried out by the Group audit team and component auditors, along with specified audit
procedures over
COTABD’s for five entities in Indonesia.
The specified procedures on COTABDs for the Netherlands entity, REA Finance B.V., was carried out by the Group audit team.
Full-scope audits and specified audit procedures over COTABDs provided coverage of 100% of revenue and profit before tax,
and 99% of net assets, with the remaining 1% subject to analytical procedures.
Our audit of the Group financial statements involved the use of component auditors, particularly in relation to components
based in Indonesia. The group audit team was actively involved in directing, supervising and reviewing their work. This included
regular correspondence, scheduled video conference calls, and remote file reviews of key working papers and reporting
deliverables, and an in person visit by the RI. We assessed the risks of material misstatement at the level of classes of
transactions, account balances and disclosures, determined how these risks related to relevant assertions in each component’s
financial information, and coordinated the audit approach accordingly. The proposed responses to these risks were discussed
and agreed with the component auditors, along with the required nature, timing and extent of their procedures and the format
of their reporting. Throughout the audit, the group team maintained close involvement through review of work performed
and participation in discussions at key stages of the engagement, ensuring the appropriateness and consistency of the audit
conclusions drawn.
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are
relevant to our audit, such as those relating to the financial reporting cycle.
Revenue
86%
68%
31%
1%
1%
Net assets/(Net liabilities)
Profit/(loss) before tax
1
4
%
99
%
Audits of the entire financial information
Analytical procedures
Audits of specified COTABDs
81
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Climate-related risks
As part of our audit and gaining an understanding of the Group and Parent Company we considered the potential impact
of physical and transitional climate-related risks on the business and its financial statements. We obtained management’s
climate-related risk assessment, along with relevant documentation and reports relating to management’s assessment and
held discussions with management to understand their process for identifying and assessing those risks. We considered the
mitigating actions taken by the Group to reduce its exposure to climate-related risks and factored these into our evaluation of
management’s assessment.
We reviewed the climate-related disclosures included in the other information of the annual report to assess whether they are
materially consistent with the financial statements and our understanding of the business obtained during the audit. Internal
specialists were involved in these reviews and assessments of climate-related risks and disclosures.
Reporting on other information
The other information comprises the information included in the annual report other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
Directors’ remuneration report
Those aspects of the director’s remuneration report which are required to be audited have been prepared in accordance with
applicable legal requirements.
82
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Independent auditor's report to
the members of R.E.A. Holdings plc
continued
Corporate governance statement
We have reviewed the Directors’ Statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
•
Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 48;
•
Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period
is appropriate set out on page 47;
•
Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and
meets its liabilities set out on page 48;
•
Directors’ statement on fair, balanced and understandable set out on page 74;
•
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 31;
•
Section of the Annual Report and Accounts that describes the review of effectiveness of risk management and internal
control systems set out on page 64; and
•
Section describing the work of the Audit Committee set out on page 62.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
the Parent Company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
83
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-
compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we
would become aware of it.
Identifying and assessing potential risks arising from irregularities, including fraud
The procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud,
included the following:
•
We considered the nature of the industry and sector, the control environment, business performance including
remuneration policies and the Company’s own risk assessment that irregularities might occur as a result of fraud or
error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal
and regulatory frameworks applicable to the Group and Parent Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies
Act 2006, Indonesian labour laws, UK and Indonesian tax legislation or those that had a fundamental effect on the
operations of the Group.
•
We enquired of the directors and management including the audit committee concerning the Group’s and the Parent
Company’s policies and procedures relating to:
o
identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of
non-compliance;
o
detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and
o
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
•
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by
evaluating management’s incentives and opportunities for manipulation of the financial statements. This included utilising
the spectrum of inherent risk and an evaluation of the risk of management override of controls. In accordance with auditing
standards, we also presumed a risk of fraud in revenue recognition, particularly in relation to cut-off and occurrence,
given the potential for management to manipulate revenue to achieve performance targets. We determined that the
principal risks were related to posting inappropriate journal entries in order to conceal misappropriation of assets or other
manipulation of accounting entries intended to result in the production of financial statements which give a misleading
view of the entity’s financial position or performance. The group engagement team shared this risk assessment with the
component auditors of significant subsidiaries so that they could include appropriate audit procedures in response to such
risks in their work.
Audit response to risks identified
In respect of the above procedures:
•
we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent Company’s
board and Audit Committee meetings;
•
Audit procedures performed by the engagement team in connection with the risks identified included:
o
assessing the Group’s processes and governance arrangements for identifying and responding to applicable legal and
regulatory frameworks, including those relevant to UK listed entities and the plantation sector. This included reviewing
correspondence with the Group’s key legal advisers and the minutes of various governance committees;
o
gaining an understanding of the key laws and regulations applicable to the Group, including the UK Companies
Act, Listing Rules, tax legislation, employee legislation, and environmental regulations, which are fundamental to its
operations;
o
evaluation of the design and implementation of management’s controls designed to prevent and detect irregularities;
o
we used data analytics software to analyse journals posted during the year to identify risk indicators, including areas
where management override of controls may be more likely. The outputs informed our risk assessment and the nature,
timing and extent of further audit procedures;
o
review of legal expenses incurred for evidence of potential undisclosed contingent liabilities;
o
evaluating the design and implementation of controls over revenue recognition;
84
R.E.A. Holdings plc
Annual Report and Accounts 2025
Governance
Independent auditor's report to
the members of R.E.A. Holdings plc
continued
o
performing substantive testing over revenue cut-off by agreeing a sample of year-end and post year-end sales to
delivery or customer collection documentation to confirm appropriate period recognition; and
o
performing procedures to address occurrence, accuracy and completeness, including agreeing a sample of sales to
supporting documentation, undertaking analytical review of revenue and gross margins, and reviewing post year-end
credit notes to ensure appropriate recording of revenue.
•
The Group operates in an agriculture industry. As such, the Senior Statutory Auditor considered the experience and
expertise of the engagement team and component auditors to ensure that the team had the appropriate competence and
capabilities; and
•
We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including
experts and the component auditors, and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Other matters which we are required to address
We were appointed by the Directors on 11 June 2020. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 6 years.
We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the Parent
Company, and we remain independent of the Group and the Parent Company in conducting our audit.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure
Guidance and Transparency Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance over whether the annual
financial report has been prepared in accordance with those requirements.
Simon Knibbs MA FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
21 April 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
85
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Group financial statements
Consolidated income statement
for the year ended 31 December 2025
Note
2025
$’000
2024
$’000
Revenue
4
Net (loss) / gain arising from changes in fair value of biological assets
6
(730 )
Cost of sales
4
(136,513 )
(136,495 )
Gross profit
Distribution costs
(1,185 )
(1,281 )
Administrative expenses
7
(16,229 )
(15,208 )
Operating profit
Interest income
9
Reversal of provision
9
(Losses) / gains on disposals of subsidiaries and similar charges
10
(6,280 )
Other gains and losses
11
Finance costs
12
(13,430 )
(16,430 )
Profit before tax
7
Tax
13
(9,754 )
(8,434 )
Profit for the year
Attributable to:
Equity shareholders
Non-controlling interests
35
(Loss) / profit per 25p ordinary share (US cents)
Basic
15
(0.7 )
Diluted
15
(0.7 )
All operations for both years are continuing.
86
R.E.A. Holdings plc
Annual Report and Accounts 2025
Group financial statements
Consolidated statement of comprehensive income
for the year ended 31 December 2025
Note
2025
$’000
2024
$’000
Profit for the year
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
Foreign exchange differences on disposal of group companies
(1,204 )
Loss arising on sale of non-controlling interests taken to equity
(580 )
Loss arising on purchase of non-controlling interests taken to equity
(668 )
(3,164 )
Items that will not be reclassified to profit or loss:
Actuarial gain / (loss)
40
(113 )
Deferred tax on actuarial gain / loss
30
(26 )
(91 )
Total other comprehensive income / (losses)
(3,255 )
Total comprehensive income for the year
Attributable to:
Equity shareholders
Non-controlling interests
87
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Group financial statements
Consolidated balance sheet
as at 31 December 2025
Note
2025
$’000
2024
$’000
Non-current assets
Goodwill
16
Intangible assets
17
Property, plant and equipment
18
Land
19
Financial assets
20
Non-financial assets
20
Deferred tax assets
30
Total non-current assets
Current assets
Inventories
22
Biological assets
23
Trade and other receivables
24
Current tax asset
Restricted cash at bank
25
Cash and cash equivalents
25
Total current assets
Total assets
Current liabilities
Trade and other payables
33
(40,583 )
(44,715 )
Bank loans
27
(22,894 )
(20,012 )
Sterling notes
28
(28,167 )
Dollar notes
29
(9,430 )
Other loans and payables
31
(1,832 )
(2,707 )
Total current liabilities
(74,739 )
(95,601 )
Non-current liabilities
Bank loans
27
(125,952 )
(114,417 )
Dollar notes
29
(17,221 )
(26,746 )
Deferred tax liabilities
30
(49,821 )
(47,404 )
Other loans and payables
31
(9,816 )
(19,897 )
Total non-current liabilities
(202,810 )
(208,464 )
Total liabilities
(277,549 )
(304,065 )
Net assets
Equity
Share capital
34
Share premium account
Translation reserve
(40,909 )
(26,332 )
Retained earnings
Non-controlling interests
35
Total equity
DAVID J BLACKETT
88
R.E.A. Holdings plc
Annual Report and Accounts 2025
Group financial statements
Consolidated statement of changes in equity
for the year ended 31 December 2025
Share
capital
(note 34)
$’000
Share
premium
$’000
Translation
reserve
$’000
Retained
earnings
$’000
Subtotal
$’000
Non-
controlling
interests
(note 35)
$’000
Total
equity
$’000
At 1 January 2024
(24,416 )
Profit for the year
–
–
–
Other comprehensive losses
–
–
(1,916 )
(1,312 )
(3,228 )
(27 )
(3,255 )
Total comprehensive (loss) / income
for the year
–
–
(1,916 )
Reorganisation of subsidiaries
–
–
–
–
–
(854 )
(854 )
Capital from non-controlling interest
–
–
–
–
–
Dividends to preference shareholders
–
–
–
(18,576 )
(18,576 )
–
(18,576 )
At 31 December 2024
(26,332 )
Profit for the year
–
–
–
Other comprehensive (losses) / income
–
–
(14,577 )
Total comprehensive (loss) / income
for the year
–
–
(14,577 )
Capital reduction (see note 34)
–
(20,181 )
–
(181 )
–
(181 )
Dividends to preference shareholders
–
–
–
(8,782 )
(8,782 )
–
(8,782 )
At 31 December 2025
(40,909 )
89
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Group financial statements
Consolidated cash flow statement
for the year ended 31 December 2025
2025 |
2024* |
||
Note |
$’000 |
$’000 |
|
Net cash from operating activities |
38 |
||
Investing activities |
|||
Interest received |
|||
Proceeds on disposal of PPE |
|||
Purchases of intangible assets and PPE |
17,18 |
( |
( |
Expenditure on land |
19 |
( |
( |
Net investment stone and coal interests |
( |
||
Investment sand interest |
( |
( |
|
Net cash movement on acquisition of new subsidiary |
36 |
( |
|
Net proceeds on disposal of group company |
37 |
||
Cash reclassified from asset held for sale |
|||
Cash received from non-current receivables |
|||
Prepayments in respect of non-current assets |
20 |
( |
|
Net cash used in investing activities |
( |
( |
|
Financing activities |
|||
Preference dividends paid |
14 |
( |
( |
Repayment of bank borrowings |
26 |
( |
( |
New bank borrowings drawn |
26 |
||
Decrease in restricted cash at bank |
25 |
||
Purchase of sterling notes for cancellation |
28 |
( |
( |
Redemption of sterling notes |
28 |
( |
|
Repayment of borrowings from non-controlling shareholder |
26 |
( |
( |
New equity from non-controlling interests |
35 |
||
Cost of non-controlling interest transaction |
( |
||
Cost of capital reduction |
34 |
( |
|
Purchase of non-controlling interest |
( |
||
Repayment of lease liabilities |
32 |
( |
( |
Net cash (used in) / from financing activities |
( |
||
Cash and cash equivalents |
|||
Net (decrease) / increase in cash and cash equivalents |
( |
||
Cash and cash equivalents at beginning of year |
|||
Effect of exchange rate changes |
( |
||
Cash and cash equivalents at end of year |
25 |
* Restated for restricted cash at bank (see note 25)
R.E.A. Holdings plc
Annual Report and Accounts 2025
90
Group financial statements
Notes to the consolidated financial statements
Group financial statements
Notes to the consolidated financial statements
The company’s registered office is at 5th Floor North, Tennyson House, 159-165 Great Portland Street, London W1W 5PA.
The consolidated financial statements are prepared in accordance with UK adopted IFRS and with the requirements of the
CA 2006, as applicable to companies reporting under IFRS. The statements are prepared under the historical cost convention
except where otherwise stated in the accounting policies.
For the reasons given under
Going concern
in the
Directors’ report
, the consolidated financial statements have been prepared
The consolidated financial statements of the group are presented in dollars, which is considered to be the functional currency
of the company and the currency of the primary economic environment in which the group operates and are rounded to the
nearest thousand. References to $ or dollar in these financial statements are to the lawful currency of the United States of
2. Material accounting policies
New standards and amendments to IFRSs and IASs issued by the IASB that are mandatorily effective for an accounting period
beginning on 1 January 2025 have been reviewed and have had no impact on the disclosures, or the amounts reported, in
these consolidated financial statements.
In April 2024 the IASB published IFRS 18: Presentation and Disclosure in Financial Statements, which aims to improve how
companies communicate in their financial statements by: (i) requiring additional defined subtotals in the consolidated income
statement; (ii) requiring disclosures about management-defined performance measures; and (iii) adding new principles for
grouping of information. IFRS 18 is effective for annual reporting in periods beginning on or after 1 January 2027 and has
been endorsed by the UK. The standard is expected to result in presentational changes to the group's consolidated income
statement and new disclosures of management-defined performance measures in the notes to the financial statements.
The following new standards and amendments to existing standards have been issued, are not yet effective and have not
been adopted early by the group and, when adopted, are not expected to have a significant impact on the group’s consolidated
financial statements: (i) amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures:
Amendments to the Classification and Measurement of Financial Instruments published by the IASB in May 2024 -
the
amendments are effective for reporting periods beginning on or after 1 January 2026 and have been endorsed by the UK; (ii)
Annual improvements to IFRS Accounting Standards – Volume 11: Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS
7 published by the IASB in July 2024 - the amendments are effective for reporting periods beginning on or after 1 January
2026 and have been endorsed by the UK; (iii) Contracts Referencing Nature-dependent Electricity: Amendments to IFRS 9
and IFRS 7 published by the IASB in December 2024 - the amendments are effective for reporting periods beginning on or
after 1 January 2026 and have been endorsed by the UK.
At the date of approval of these financial statements, there were no other standards and interpretations which were in issue but
The group's consolidated financial statements consolidate the financial statements of the company and entities controlled by
the company (its subsidiary companies as listed in note (v) to the company’s individual financial statements) made up to 31
December of each year.
A parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the subsidiary and
has the ability to affect those returns through its power over that entity.
2.
Material accounting policies
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
91
The acquisition method of accounting is adopted with assets and liabilities valued at fair values at the date of acquisition. The
interest of non-controlling shareholders is stated at the non-controlling shareholders’ proportion of the assets and liabilities
recognised. Appropriate proportions of total comprehensive income are attributed to the owners of the parent and to non-
controlling interests even if this results in the non-controlling interests having a deficit balance. Results of subsidiaries acquired
or disposed of are included in the consolidated income statement from the effective date of acquisition (when control is
obtained) or to the effective date of disposal (when control is lost). On the sale of a subsidiary the difference between the
subsidiary’s carrying value and the sum of the consideration received and receivable is recognised in the consolidated income
statement within (Losses) / gains on disposals of subsidiaries and similar charges. Where necessary, adjustments are made to
the financial statements of subsidiaries to bring the accounting policies into line with those used by the group.
On acquisition, any excess of the fair value of the consideration given over the fair value of identifiable net assets acquired is
recognised as goodwill. Any deficiency in consideration given against the fair value of the identifiable net assets acquired is
recognised in the consolidated income statement in the period of acquisition as are any acquisition related costs. All intra-group
Goodwill is recognised as an asset on the basis described under
Basis of consolidation
above and once recognised is
not amortised although it is tested for impairment at least annually. Any impairment is debited immediately as a loss in the
consolidated income statement and is not subsequently reversed. On the disposal or reclassification of a subsidiary as an asset
held for sale, the attributable amount of any goodwill is included in the determination of the profit or loss on disposal.
For the purpose of impairment testing, goodwill is allocated to each of the group’s cash generating units expected to benefit
from the synergies arising from the original acquisition. Cash generating units to which goodwill has been allocated are tested
Other intangible assets are stated at cost less accumulated amortisation and any recognised impairment losses.
Intangible assets acquired separately are measured at cost on initial recognition. An intangible asset with a finite life is
amortised on a straight-line basis so as to charge its cost to the income statement over its expected useful life.
Computer software that is not integral to an item of property, plant and equipment is recognised separately as an intangible
asset. Amortisation is provided on a straight-line basis so as to charge the cost of the software to the income statement over its
expected useful life, not exceeding eight years.
Revenue is measured as the fair value of the consideration received or receivable in respect of goods and services provided in
the normal course of business, net of VAT and other sales related taxes.
Most of the group’s sales are in respect of the sale of CPO and CPKO which are made on a mix of CIF (Cost, Insurance and
Freight) and FOB (Free on Board) terms. Revenue is recognised in respect of the shipment of oil at the time of transfer of title
to the buyer, that is upon the completion of the discharge of the applicable oil into the buyer’s tank or vessel which is evidenced
by a surveyor’s report (CIF sales) or a bill of lading (FOB sales). Contract prices are negotiated based on prevailing market
prices. Adjustments to contract prices may be made at the point of delivery if certain quality standards fall outside contracted
parameters. The group has prepaid sales contracts whereby advance payments are received for future product deliveries.
No revenue is recognised until product delivery. The advance payments are recognised as contract liabilities until the revenue is
recognised.
Income from services is accrued on a time basis by reference to the rate of fee agreed for the provision of services.
For sales of stone, revenue is recognised when control of the stone has transferred to the buyer, being either when the stone
has been collected by the buyer from the quarry or when delivered to the customer. A receivable is recognised by the group
when the stone is provided to the customer as this represents the point in time at which the right to consideration becomes
unconditional.
Group financial statements
Notes to the consolidated financial statements
continued
2.
Material accounting policies
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
92
Commission income in respect of stone and sand marketing services is recognised when the relative stone or sand sales are
completed, being in each case the point of delivery to the buyer.
(which is the rate that exactly discounts estimated future cash receipts, through the expected life of the relative financial asset,
The group leases barges for the transportation of CPO and CPKO and also leases office properties. Lease terms are
negotiated on an individual basis and contain a range of different terms and conditions. The lease agreements do not impose
any covenants, but leased assets may not be used as security for borrowing purposes. Land titles are not treated as leases, but
as in-substance fixed assets, with no depreciation.
Lease liabilities are initially measured at the present value of the lease payment obligations, which include the following:
•
fixed payments (including in-substance fixed payments), less any lease incentives receivable
•
variable lease payments that are based on an index or a rate
•
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The obligations are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the group’s
incremental borrowing rate is used, being the rate that the group would have to pay to borrow the funds necessary to acquire
an asset of a similar value in a similar economic environment, with similar terms and conditions. Generally, the group uses its
incremental borrowing rate as the discount rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method as described above) and by reducing the carrying amount to reflect the lease payments made. The
interest is charged to the consolidated income statement.
An ROU asset is measured at cost, which comprises the following:
•
the amount of the initial measurement of lease liability
•
any lease payments made at or before the commencement date less any lease incentives received (e.g. rent free period)
•
any initial direct costs, and
•
restoration costs.
Transactions in foreign currencies are recorded at the rates of exchange ruling at the dates of the transactions. At each
balance sheet date, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates of exchange
prevailing at that date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Non-monetary
items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the dates that the
fair values were determined.
Exchange differences are recognised in the consolidated income statement in the period in which they arise except for
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned nor likely to occur in the foreseeable future (therefore forming part of the net investment in the foreign operation),
which are recognised in other comprehensive income and accumulated in translation reserve.
For consolidation purposes, the assets and liabilities of any group entity with a functional currency other than the dollar
are translated at the exchange rate at the balance sheet date. Income and expenses are translated at the average rate for
the period unless exchange rates fluctuate significantly during the period, in which case the exchange rates at the date of
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in
translation reserve (or attributed to non-controlling interests if appropriate).
2.
Material accounting policies
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
93
On the disposal of a foreign operation, all of the exchange differences accumulated in translation reserve in respect of that
operation and attributable to the owners of the operation are reclassified to the consolidated income statement within Gains /
(losses) on disposal of subsidiaries and similar charges.
Goodwill and fair value adjustments arising on the acquisition of an entity with a functional currency other than the dollar are
Borrowing costs incurred in financing construction or installation of qualifying property, plant or equipment are added to the
cost of the qualifying asset, until such time as the construction or installation is substantially complete and the asset is ready
for its intended use. Borrowing costs incurred in financing the planting of extensions to the developed agricultural area are
treated as expenditure relating to plantings until such extensions reach maturity. All other borrowing costs are recognised in the
Operating profit
Operating profit is stated after any gain or loss arising from changes in the fair values of growing produce and agricultural
produce inventory but before investment income, finance costs and losses / gains on disposal of subsidiaries and similar
charges that do not relate to operating activities.
United Kingdom
Certain existing and former UK employees of the group are members of a multi-employer contributory defined benefit scheme.
The estimated regular cost of providing for benefits under this scheme is calculated so that it represents a substantially level
percentage of current and future pensionable payroll and is charged as an expense as it is incurred.
Amounts payable to recover actuarial losses (if any), which are assessed at each actuarial valuation, are payable over a recovery
period agreed with the scheme trustees. Provision is made for the present value of any future amounts payable by the group
to cover its share of such losses. The provision is reassessed at each balance sheet date, with the difference on reassessment
being charged or credited to the consolidated income statement in addition to the adjusted regular cost for the period.
Indonesia
In accordance with local labour law, the group’s employees in Indonesia are entitled to lump sum payments on retirement.
As required by IAS19: Employee benefits, the cost of these unfunded obligations are based on periodic assessments by
independent actuaries as this arrangement is categorised as a defined benefit plan. Actuarial gains and losses are recognised
in the statement of comprehensive income; any other increase or decrease in the provision is recognised in the consolidated
The tax expense represents the sum of tax currently payable and deferred tax. Tax currently payable represents amounts
expected to be paid (or recovered) based on the taxable profit (or loss) for the period using the tax rates and laws that have
been enacted or substantively enacted at the balance sheet date.
A provision is recognised for those matters for which the tax determination is uncertain but as respects which it is considered
probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the
amount expected to become payable. The assessment is based on specialist independent tax advice supported by previous
experience in respect of such matters.
Group financial statements
Notes to the consolidated financial statements
continued
2.
Material accounting policies
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
94
amounts of assets and liabilities in the financial statements and the corresponding fiscal balances used in the computation of
taxable profits (temporary differences). Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. A deferred tax asset or liability is not recognised in respect of a temporary difference that
arises from goodwill or from the initial recognition of other assets or liabilities in a transaction which affects neither the profit for
tax purposes nor the accounting profit.
Deferred tax is calculated using the tax rates and laws that are expected to apply in the periods when deferred tax liabilities are
settled or deferred tax assets are realised. Deferred tax is charged or credited in the consolidated income statement, except
when it relates to items charged or credited to other comprehensive income or equity, in which case the deferred tax is also
On application of the amendments to IAS41: Agriculture and IAS 16: Property, plant and equipment, the directors elected to
state the group’s plantings at deemed cost, being the fair value recognised as at 1 January 2015 less the fair value at that date
of the growing produce which is disclosed in current assets under
Biological assets
. Additions after that date (which include
interest incurred during the period of immaturity) are recognised at historical cost.
All expenditure on plantings up to maturity, including interest, is treated as addition to plantings. Expenditure to maturity
includes an allocation of overheads to the point that oil palms are brought into productive cropping. Such overheads include
general charges and the costs of the Indonesian and UK head offices (including in both cases personnel costs and local fees)
together with costs (including depreciation) arising from the use of agricultural buildings, plantation infrastructure and vehicles.
basis at a rate that will write off the costs of the plantings by the date on which they are scheduled to be replanted, with a
maximum of 25 years.
PPE – other
All PPE other than plantings is carried at original cost less any accumulated depreciation and any accumulated impairment
losses. Depreciation is computed using the straight line method so as to write off the cost of assets, other than property and
plant under construction, over the estimated useful lives of the assets as follows:
Buildings and structures |
20 to 67 years |
Plant, equipment and vehicles |
4 to16 years |
The gain or loss on the disposal or retirement of an asset is determined as the difference between the sales proceeds, less
costs of disposal, and the carrying amount of the asset and is recognised in the consolidated income statement.
Development expenditure on mining assets incurred by or on behalf of the group is capitalised. Such expenditure comprises
costs directly attributable to the establishment of the asset and the related infrastructure but excludes separately identifiable
physical assets which are recorded in PPE and land respectively.
Mining assets are amortised using the units of production method from the date of commencement of commercial operations.
The amortisation is based on estimated reserves. Changes in estimated reserves are accounted for on a prospective basis from
the beginning of the period in which the change occurs.
Land
Land comprises payments to acquire Indonesian licences over land for plantation purposes, together with related costs
including permits, surveys and villager compensation. In view of the indefinite economic life associated with such licences, land
is not depreciated. The costs of renewal of licences (comprising legal fees and direct renewal charges) are initially recognised
2.
Material accounting policies
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
95
At each balance sheet date, the group reviews the carrying amounts of its PPE and intangible assets to determine whether
there is any indication that any asset has suffered an impairment loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the group estimates the recoverable amount of the cash generating unit to which
the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an
indication that the asset may be impaired.
The recoverable amount of an asset (or cash generating unit) is the higher of fair value less costs to sell and value in use. In
assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and those risks specific to the asset (or cash generating unit)
for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash generating
unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to
its recoverable amount and the amount of the reduction is recognised as an impairment loss.
Where, with respect to assets other than goodwill, the recoverable amount of an asset (or cash generating unit) increases, the
carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount and the
impairment loss previously recognised is reversed to the extent of the increase, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or
Inventories of agricultural produce are stated at the lower of cost and net realisable value but the cost of the FFB input into
such inventories is taken, where such FFB is harvested from the group’s estates, to be the fair value of that FFB at point of
harvest. Inventories of engineering and other items are valued at the lower of cost, on the weighted average method, or net
realisable value.
For these purposes, net realisable value represents the estimated selling price (having regard to any outstanding contracts for
Biological assets comprise the growing produce (FFB) on oil palm trees and are carried at fair value using a formulaic
methodology to determine the value of the oil content of such produce at the balance sheet date.
Financial assets and liabilities are recognised in the group’s financial statements when the group becomes a party to the
contractual provisions of the relative constituent instruments. Financial assets are derecognised only when the contractual
rights to the cash flows from the assets expire or if the group transfers substantially all the risks and rewards of ownership to
The group’s financial assets comprise trade receivables, loans, cash and cash equivalents and restricted cash at bank. The
group’s receivables and loans are initially recognised at fair value plus transaction costs and subsequently at amortised cost
under the effective interest method less impairment losses. Such losses are recognised as the amount of expected credit
losses and are adjusted at each balance sheet date to reflect changes in credit risk.
For trade receivables, the group applies the simplified approach under IFRS 9: Financial Instruments, and records lifetime
expected losses on all trade receivables.
Group financial statements
Notes to the consolidated financial statements
continued
2.
Material accounting policies
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
96
For loans, the group measures expected credit losses by applying the general expected credit loss model under IFRS 9 (three
stages of expected credit loss assessment). Expected credit losses and changes in expected credit losses are recognised
in the consolidated income statement. When interest past due is added to a loan and a provision made against this interest
element of the loan, the interest receivable and provision are recognised within Interest income in the consolidated income
statement. When the provision is subsequently reversed the reversal is through Reversal of provision in the consolidated income
statement.
a maturity of not more than three months from the date of acquisition and are readily convertible to a known amount of cash.
When dedicated cash reserves are required by bank loan agreements these are disclosed separately as restricted cash at bank.
Cash, cash equivalents and restricted cash at bank, being subject to an insignificant risk of changes in value, are stated at their
Non-financial assets
Non-financial assets comprise prepayments in respect of non-current assets, prepayments and amounts recoverable in respect
of tax and social security.
Prepayments in respect of non-current assets comprise legal fees and directly attributable charges incurred in connection with
obtaining or renewing licences relating to non-current assets. These costs are recognised as non-current asset prepayments
where they relate to licensing processes that are in progress at the reporting date and for which the outcome is expected to
result in the grant, continuation or extension of rights associated with the underlying non-current asset.
Such prepayments are initially recognised at cost and are not amortised while the licensing process is ongoing. On completion
of the renewal process, the costs are transferred to the relevant category of non-current assets and are subsequently
accounted for in accordance with the accounting policy applicable to that asset class. Where a licensing process is
unsuccessful, or it becomes no longer probable that the process will be completed, the related prepayments are expensed to
profit or loss.
Prepayments represent amounts paid in advance for goods or services which are to be received in future accounting periods
and from which the group expects to obtain economic benefits.
The group’s financial liabilities comprise redeemable instruments, bank borrowings, loans from non-controlling shareholder,
trade payables and contract liabilities.
Redeemable instruments, being dollar and sterling note issues, and bank borrowings are classified in accordance with
the substance of the relative contractual arrangements. Finance costs are charged to income on an accruals basis, using
the effective interest method, and comprise, with respect to redeemable instruments, the coupon payable together with
the amortisation of issuance costs (and any premia payable or expected by the directors to be payable on settlement or
redemption) and, with respect to bank borrowings, the contractual rate of interest together with the amortisation of costs
associated with the negotiation of, and compliance with, the contractual terms and conditions. Redeemable instruments are
recorded in the accounts at their expected redemption value net of the relative unamortised balances of issuance costs and
premia. Notes purchased by the group and held for resale are also deducted. Bank borrowings are recorded at the amounts
of the proceeds received less subsequent repayments with the unamortised balance of issuance costs netted off the gross
2.
Material accounting policies
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
97
The group derecognises financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have
expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in the consolidated income statement. When the group exchanges with the existing lender one debt
instrument for another one with the substantially different terms, such exchange is accounted for as an extinguishment of the
original financial liability and the recognition of a new financial liability. Similarly, the group accounts for substantial modification
of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new
liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the
new terms, including any fees paid net of any fees received and discounted using the original effective interest rate differs
by at least 10 per cent from the discounted present value of the remaining cash flows of the original financial liability. If the
modification is not substantial, the difference between the carrying amount of the liability before the modification and the
present value of the cash flows after modification is recognised in the consolidated income statement as a modification gain or
Instruments are classified as equity instruments if the substance of the relative contractual arrangements evidences a residual
interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the company are recorded at
the proceeds received, net of direct issue costs not charged to income.
The preference shares of the company are regarded as equity instruments because the terms of the preference shares contain
no provisions for their redemption and provide that the semi-annual dividend on the preference shares becomes payable only if
In the application of the group’s accounting policies (see note 2) the directors are required to make judgements, estimates
and assumptions. Such judgements, estimates and assumptions are based upon historical experience and other factors that
are considered to be relevant. Actual values of assets and amounts of liabilities may differ from estimates. The judgements,
estimates and assumptions are reviewed on a regular basis. Revisions to estimates are recognised in the period in which the
estimates are revised.
Critical judgements in applying the group’s accounting policies
The following are critical judgements not being judgements involving estimations (which are dealt with below) that the directors
have made in the process of applying the group’s accounting policies.
Land rights
The Indonesian system of land tenure for agricultural purposes (HGU) gives the licensee rights to cultivate agricultural land
for periods of up to 35 years, followed by an extension and then further renewals of between 25 and 35 years. The directors
have concluded that acquiring an HGU represents the in-substance purchase of an item of PPE. To reach this conclusion the
directors have made the judgements that the initial payment to acquire an HGU is consistent with a payment to purchase the
land and valid renewal requests will always be granted by the Indonesian administration (at least until a significant change in
law or government policy occurs). The alternative would be to treat an HGU as the lease of land rights and to depreciate the
cost over the period of the HGU.
Group financial statements
Notes to the consolidated financial statements
continued
3.
Critical accounting judgements and key sources of estimation uncertainty
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
98
Control of stone and sand operations
Loans have been made to Indonesian companies which own rights to stone and coal concessions in East Kalimantan,
Indonesia. In 2008, the company’s subsidiary, KCC, entered into an option to acquire the shares of the concession holding
companies at original cost but subsequent regulations, which limited foreign ownership of stone and coal concessions, meant
that the option could not be exercised. Following further changes in the applicable regulations, which have to an extent relaxed
the previous restrictions on foreign ownership of the companies, the group has implemented the original agreement under
which it has the right to acquire majority ownership of the stone company. Although the formal registration of ownership is still
pending due to Indonesian regulatory requirements, this does not prevent the group from exercising its power over the investee.
The stone company has therefore been consolidated from 1 July 2024.
In 2022, substantial silica sand deposits were identified in one of the coal concession areas. The rights to mine the sand
deposits have been obtained by MCU. Under a joint venture agreement with the shareholders of MCU in 2022 the group
agreed to acquire a 49 per cent interest in MCU and, in the meanwhile, to provide loans to MCU to finance pre-production
expenditure. The group has now agreed to increase its percentage interest in MCU to 95 per cent. As with ATP, formal
registration of ownership is pending due to Indonesian regulatory requirements, however direct management control of MCU
is in place and MCU has therefore been consolidated from 1 August 2025. This has resulted in the inclusion of the assets and
liabilities of MCU in the group balance sheet as at 31 December 2025 and of the results of MCU for the period from 1 August
to 31 December 2025 in the consolidated income statement for the year ended 31 December 2025. The group loan to MCU,
which was $9.5 million as at 31 July 2025, has been eliminated on consolidation.
Key sources of estimation uncertainty
The key sources of estimation uncertainty at the balance sheet date, which have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
Mining assets
The stone company assets (including PPE, mining asset and mining infrastructure) are carried at $76.3 million (2024: $74.0
million) in the consolidated balance sheet. At 31 December 2025 the company has been tested for impairment by calculating
the value in use over the lifetime of the mining asset, which is essentially indefinite as the proven stone deposits would take at
least 90 years to quarry.
The key assumptions in the model used are the stone selling prices, monthly production and the discount rate applied. The base
case assumptions in the model are an average sales price of $22.50, average monthly production of 150,000 and a discount
factor of 12.0 per cent (which is the group’s current pre-tax discount rate of 10.0 per cent with an additional risk premium of
2.0 per cent to reflect the fact that the company is not yet at full commercial production and sales). If there was an expectation
that the price would be at $21.30 per tonne then an impairment of $11 million would be required or if there was an expectation
that monthly production would be at 120,000 tonnes then an impairment of $9 million would be required, in both cases being
the difference between the carrying value of the assets and their sensitised calculated value in use. If the discount rate was
increased by 2.0 per cent to 14.0 per cent then no impairment would be required.
The sand company has been consolidated from 1 August 2025, and in line with the requirements of IFRS 3 the directors have
performed a fair value analysis of the assets and liabilities acquired. The aggregate fair value of the assets was derived by
applying a project-specific pre-tax discount rate of 19.5 per cent to the projected future cash flows of the company over the
lifetime of the sand asset, which is 14 years under the valuation assumptions. The discount rate was calculated by taking the
group’s pre-tax discount rate in Q1 2025 of 11.6 per cent and applying a premium to reflect additional risks associated with the
sand operation including the size of the current operation, the level of demand for the product and the possibility of operational
issues. The fair value of liabilities was assessed to be the face value of the liabilities.
The calculation of the fair value of the assets acquired is sensitive to the price at which the sand will be sold, the monthly
production volume and the discount rate. The valuation model applied uses an average sand price of $15.00 per tonne and
monthly production of 150,000 tonnes. The sand price would have to fall to $14.00 per tonne or the monthly production fall to
122,000 tonnes before there would be any material reduction to the valuation. As discussed above, a discount rate of 19.5 per
cent has been used, and an increase in rate of 2.0 per cent would result in a $1.2 million change in the valuation of the assets
being valued.
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
99
3.
Critical accounting judgements and key sources of estimation uncertainty
Plantation assets
Plantation assets (including PPE, land, intangible assets and goodwill) are carried at $370.0 million (2024: $404.3 million) in
the consolidated balance sheet. At 31 December 2025, each group plantation company has been identified as a CGU and
tested for impairment by calculating the value in use over 25 years. The 25 year forecast period reflects the nature and growth
profile of the assets and their long-term resilience to variations in climate and weather patterns and this is used to derive a net
present value. The key assumptions in the model used are the CPO selling prices assumed and the discount rate applied. The
CPO prices base case has been derived by calculating a ten year average of inflation adjusted CPO prices FOB Samarinda and
then assuming that this price ($772) is maintained throughout the 25 year period of the projections (2024: $733). The average
price in 2025 was $852 per tonne (2024: $826 per tonne). The average price from 1 January 2026 to 31 March 2026 was
$861 per tonne (2025: $846 per tonne). The discount rate applied was 8.1 per cent (2024: 11.6 per cent) on a pre-tax basis.
If the discount rate was increased by 2.0 per cent to 10.1 per cent then no impairment would be required.
Deferred tax assets
A deferred tax asset of $9.0 million (2024: $6.3 million) is recognised in the consolidated financial statements as a result of
carried forward income tax losses in Indonesia. The carrying value assumes that sufficient profits are generated within the
relevant subsidiaries in the five year statutory expiry limit imposed in Indonesia to utilise fully the tax losses. The group seeks to
limit uncertainty in respect of utilisation of tax losses by preparing detailed forecasts of future taxable profits by company which
are flexed for a range of outcomes, for example, 10 per cent decreases in price and production. Provisions are made to the
extent that losses may not be utilised.
Retirement benefit obligations
The costs recorded in the financial statements are assessed in accordance with the advice of independent qualified actuaries
but require the exercise of significant judgement in relation to assumptions for long-term inflation, mortality and future
salary and pension increases, and in the selection of appropriate rates at which to discount future liabilities (see note 40 for
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) |
In 2025, three customers accounted for respectively 46 per cent, 21 per cent and 15 per cent of the group’s sales of
agricultural goods (2024: three customers, 49 per cent, 20 per cent and 16 per cent). As stated under
Credit risk
in note 26,
substantially all sales revenue is receivable in advance of product delivery and accordingly the directors do not consider that
these sales result in a concentration of credit risk to the group.
The crop of oil palm FFB for 2025 amounted to 626,697 tonnes (2024: 682,522 tonnes). The fair value of the crop of
FFB was $123.0 million (2024: $117.4 million), based on the price formulae determined by the Indonesian government for
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
100
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 sand interest) |
1.9 |
1.1 |
(1.6) |
0.4 |
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 similar charges |
(6.3) |
3.0 |
||
Other gains |
2.4 |
7.3 |
||
Finance costs |
(13.4) |
(16.4) |
||
Profit before tax |
24.0 |
38.9 |
||
Segment assets |
Segment liabilities |
|||
2025 |
2024 |
2025 |
2024 |
|
$’m |
$’m |
$’m |
$’m |
|
Plantations |
458.0 |
484.5 |
(233.9) |
(242.4) |
Stone and sand operations (2024: stone operation and sand interest) |
109.4 |
92.7 |
(15.0) |
(14.3) |
Total segment |
567.4 |
577.2 |
(248.9) |
(256.7) |
Unallocated |
11.4 |
21.8 |
(28.6) |
(47.3) |
Total group |
578.8 |
599.0 |
(277.5) |
(304.0) |
The group’s sales of goods and carrying amount of net assets analysed by geographical area of asset location are as follows:
2025 |
2024 |
|
$’m |
$’m |
|
Sales by geographical destination: |
||
Indonesia |
194.9 |
187.9 |
194.9 |
187.9 |
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
|
Europe |
Indonesia |
Total |
Europe |
Indonesia |
Total |
|
$’m |
$’m |
$’m |
$’m |
$’m |
$’m |
|
Consolidated non-current assets |
9.4 |
486.2 |
495.6 |
68.8 |
438.1 |
506.9 |
Consolidated current assets |
2.0 |
81.2 |
83.2 |
9.3 |
82.8 |
92.1 |
Consolidated liabilities |
(28.6) |
(248.9) |
(277.5) |
(56.4) |
(247.6) |
(304.0) |
Net (liabilities) / assets |
(17.2) |
318.5 |
301.3 |
21.7 |
273.3 |
295.0 |
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
101
Net
(loss) / gain arising from changes in fair value of biological assets represents the movement in the fair value of growing
produce (FFB) on oil palms arising on the revaluation of the estimated oil content of such produce at the balance sheet date and
2025 | 2024 | |
$’000 | $’000 | |
Salient items charged / (credited) in arriving at profit before tax | ||
Administrative expenses (see below) | 16,229 | 15,208 |
Movement in agricultural produce inventory | 543 | 310 |
Movement in fair value of biological assets (see note 23) | 730 | (9) |
Amortisation of intangible assets | 715 | 386 |
Depreciation of PPE* | 27,048 | 26,226 |
* Of which $2.8 million (2024: $2.0 million) is depreciation of ROU assets (see note 32) | ||
Administrative expenses | ||
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 |
The amount payable to MHA for the audit of the financial statements of the company and its subsidiaries was $276,800
(2024: $264,250).
The amount payable to MHA for other services in 2025 was $5,000 in respect of the report to the trustee regarding group
compliance with covenants pursuant to the terms of the trust deed in respect of the dollar notes (2024: $5,000).
Amounts payable to affiliates of MHA for the audit of subsidiaries’ financial statements was $109,000 (2024: $136,000) and
2025 | 2024 | |
$’000 | $’000 | |
Earnings before interest, tax, depreciation and amortisation | ||
Operating profit | 40,287 | 34,968 |
Depreciation and amortisation | 27,126 | 26,612 |
67,413 | 61,580 |
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
102
2025 |
2024 |
|
Number |
Number |
|
Average number of employees (including executive directors): |
||
Agricultural – permanent |
8,076 |
8,794 |
Mining – permanent |
42 |
18 |
Head office |
6 |
6 |
8,124 |
8,818 |
|
$’000 |
$’000 |
|
The aggregate payroll costs comprised: |
||
Wages and salaries |
44,179 |
44,187 |
Social security costs |
2,387 |
2,385 |
Pension costs |
817 |
1,245 |
47,383 |
47,817 |
2025 pension costs included a $0.3m release in retirement benefit provision (2024: $0.5 million).
Details of the remuneration of directors are shown in the
Directors’ remuneration report
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 36) (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
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Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
103
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
37). 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
2025 | 2024 | |
$’000 | $’000 | |
Change in value of other monetary assets and liabilities arising from exchange fluctuations | 4,469 | 265 |
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 |
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
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
104
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).
The tax charge for the year can be reconciled to the profit per the consolidated income statement as follows:
2025 |
2024 |
|
$’000 |
$’000 |
|
Profit before tax |
24,032 |
38,897 |
Notional tax at the Indonesian standard rate of 22 per cent (2024: 22 per cent) |
5,287 |
8,557 |
Tax effect of the following items: |
||
Interest expense not deductible |
1,463 |
911 |
Other expenses not deductible |
11 |
384 |
Exchange difference on deferred tax |
(1,798) |
2,369 |
Prior year adjustments |
4,609 |
(2,224) |
Non-taxable income |
(114) |
(1,694) |
UK tax rates above Indonesian standard rate |
(107) |
228 |
Overseas withholding taxes, net of relief |
113 |
– |
Impairment |
– |
18 |
Other movements |
290 |
(115) |
Tax charge at effective tax rate for the year |
9,754 |
8,434 |
The deferred tax current year charge of $3.0 million mainly comprises the following: a $1.7 million credit being exchange
differences on deferred tax in the year, a $10.6 million charge being the reversal of the deferred tax credit arising on the
impairment of CDM in the local accounts of REA Kaltim and a $5.6 million credit in respect of tax losses created in the year
(2024: a $3.1 million charge comprising a $2.4 million charge being exchange differences on deferred tax in the year, a $1.8
million charge on the release of impairment provision as a result of the sale of non-current assets by CDM and a $1.3 million
credit in respect of movements in tax losses created in the year). The prior year debit of $4.3 million (2024: credit of $1.7
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
105
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
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 share |
(299) |
18,275 |
’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 |
2025 |
2024 |
|
$’000 |
$’000 |
|
Beginning and end of year |
11,144 |
11,144 |
Goodwill of $12.6 million arose from the acquisition by the company in 2006 of a non-controlling interest in the issued ordinary
share capital of Makassar Investments Limited, the parent company of REA Kaltim, for a consideration of $19.0 million and
has an indefinite life. This was reduced by an amount attributable to CDM which has now been sold. The amount of goodwill
transferred was based on the proportion of net assets of CDM compared to total plantation assets.
The goodwill is reviewed annually for impairment. The group’s testing for impairment of goodwill includes the comparison of
the recoverable amount of each CGU to which goodwill has been allocated (the remaining plantation companies excluding PU
which are treated for this purpose as a single CGU) with their carrying value and this is updated at each reporting date and
whenever there are indications of impairment. The recoverable amounts of all plantations are based on their value in use. Value
in use is the present value of expected future cash flows from the plantations over a 25 year plantation cycle (25 years being
the normal cycle of an oil palm planting). The key assumptions and sensitivities are set out in note 3.
Based upon their review, the directors have concluded that no impairment of goodwill is required as at 31 December 2025
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
106
2025 |
2024 |
|
$’000 |
$’000 |
|
Beginning of year |
8,601 |
7,124 |
Additions |
178 |
1,477 |
End of year |
8,779 |
8,601 |
Amortisation: |
||
Beginning of year |
5,917 |
5,531 |
Charge for year |
715 |
386 |
End of year |
6,632 |
5,917 |
Carrying amount: |
||
End of year |
2,147 |
2,684 |
Beginning of year |
2,684 |
1,593 |
Included within Intangible assets is development expenditure on computer software that is not integral to an item of PPE and is
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Group financial statements
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Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
107
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 adjustments |
– |
1,330 |
2,220 |
124 |
(3,674) |
– |
Disposals |
(6,906) |
– |
(7,740) |
(3,545) |
– |
(18,191) |
Acquired with new subsidiary |
– |
66,841 |
– |
1,602 |
153 |
68,596 |
Transferred from assets held for sale |
18,092 |
– |
35,435 |
1,099 |
88 |
54,714 |
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 adjustments |
– |
3,722 |
4,027 |
2,833 |
(7,413) |
3,169 |
Disposals |
(3,671) |
– |
(1,140) |
(2,578) |
– |
(7,389) |
Acquired with new subsidiary (see note 36) |
– |
13,437 |
– |
14 |
– |
13,451 |
Disposal of subsidiary (see note 37) |
(14,111) |
– |
(29,333) |
(984) |
– |
(44,428) |
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 subsidiary |
– |
– |
– |
164 |
– |
164 |
Transferred from assets held for sale |
13,946 |
– |
22,728 |
805 |
– |
37,479 |
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 (see note 37) |
(10,393) |
– |
(16,425) |
(790) |
– |
(27,608) |
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 27).
Additions to PPE include $1,985,000 of new right-of-use assets which are not included in purchases of PPE within the
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
108
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 27).
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Group financial statements
Company financial statements
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Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
109
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 (see note 24) |
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.
Other non-current receivables is a participation advance to a third party formerly holding a five per cent non-controlling interest
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
110
A list of the subsidiaries, including the name, country of incorporation, activity, registered office address and proportion of
2025 |
2024 |
|
$’000 |
$’000 |
|
Agricultural produce |
9,093 |
6,273 |
Engineering and other operating inventory |
10,119 |
12,120 |
19,212 |
18,393 |
Agricultural produce is carried at the lower of cost and net realisable value but for this purpose the cost of FFB (which forms
part of the input to the cost of agricultural produce) has been measured at fair value at point of harvest.
Biological assets comprise the growing produce (FFB) on oil palm trees and are carried at fair value using a formulaic
methodology to determine the value of the oil content of such produce at the balance sheet date. This determination is made
by attributing oil content as of the balance sheet date to the FFB harvested in the weeks immediately following the balance
sheet date and valuing that oil content by reference to the value of oil at the point of harvest on the balance sheet date. All the
relevant inputs to this valuation methodology are observable:
•
the quantity of oil attributed (the rate of oil formation is drawn from academic studies)
•
the amount of FFB harvested during the applicable period
•
the sales price of CPO and CPKO at the balance sheet date (from published market prices)
•
the costs to harvest and process FFB
•
the sales charges (transport, export tax, etc.).
Biological assets are classified as level 2 in the fair value hierarchy prescribed by IFRS 13: Fair value measurement as there
are observable data inputs to enable the valuation of growing produce prior to harvest.
The reconciliation below does not show decreases due to harvest as required by IAS 41 as all growing produce having a value
at the end of each accounting period will have been harvested by the end of the immediately succeeding accounting period.
2025 |
2024 |
|
$’000 |
$’000 |
|
Beginning of year |
3,338 |
3,087 |
Fair value (loss) / gain taken to income (see note 7) |
(730) |
9 |
Movement in CDM whilst held for sale |
– |
150 |
Transferred from assets held for sale |
– |
92 |
End of year |
2,608 |
3,338 |
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Strategic report
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Group financial statements
Company financial statements
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Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
111
2025 |
2024 |
|
$’000 |
$’000 |
|
Financial assets |
||
Due from sale of goods |
1,546 |
1,742 |
Plasma advances |
11,878 |
18,003 |
Advances to third parties |
11,973 |
10,326 |
Other receivables |
2,568 |
5,000 |
27,965 |
35,071 |
|
Non-financial assets |
||
Prepayments |
3,043 |
4,211 |
Other tax and social security |
12,447 |
7,436 |
15,490 |
11,647 |
|
Total trade and other receivables |
43,455 |
46,718 |
Receivable as follows: |
||
Within one year (shown under current assets) |
35,965 |
31,312 |
After one year (see note 20) |
7,490 |
15,406 |
43,455 |
46,718 |
In respect of CPO and CPKO which represent 95 per cent of the group's revenue from sales of goods, payment of 90 per
cent of the cargo is received in advance of loading to the buyers vessel (FOB) or discharge to the buyer (CIF). Due from sale
of goods represents amounts in respect of the balance due on sales of CPO and CPKO plus receivables in respect of other
products.
Amounts due from sale of goods had an average credit period of 4 days (2024: 7 days). The directors consider that the
carrying amount of trade and other receivables approximates their fair value.
Plasma advances are discussed under Credit risk in note 26. Receivables after one year represent the portion of plasma
Cash and cash equivalents and restricted cash at bank comprise cash held by the group and bank deposits. The Moody’s prime
rating of bank deposits amounting to $23.2 million (2024: $38.8 million) is set out in note 26 under the heading
Credit risk
.
At 31 December 2025 $4.3 million of total bank deposits were subject to restrictions. Under the Mandiri facilities, the group
is required to leave agreed amounts of cash on deposit (2024: $5.8 million Mandiri deposits and $8.0 million representing
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
112
The group manages as capital its debt, which includes the borrowings disclosed in notes 27–29 and note 31, cash and
deposits and equity attributable to shareholders of the company, comprising issued ordinary and preference share capital,
reserves and retained earnings as disclosed in note 34 and the
Consolidated statement of changes in equity
. The group is not
subject to externally imposed capital requirements.
The directors’ policy in regard to the capital structure of the group is to seek to enhance returns to holders of the company's
ordinary shares by meeting a proportion of the group's funding needs with prior ranking capital and to constitute that capital
as a mix of preference share capital and borrowings from financial institutions and the public debt market, in proportions which
suit, and as respects borrowings that have a maturity profile which suits, the assets that such capital is financing. In so doing,
the directors regard the company’s preference share capital as permanent capital and then seek to structure the group's
borrowings so that shorter-term bank debt is used only to finance working capital requirements while debt funding for the
Net debt to equity ratio
Net debt, equity and the net debt to equity ratio at the balance sheet date were as follows:
2025 |
2024 |
|
$’000 |
$’000 |
|
Debt* |
175,497 |
198,092 |
Cash and cash equivalents and restricted cash at bank |
(23,240) |
(38,837) |
Net debt |
152,257 |
159,255 |
* Being the book value of long- and short-term borrowings as detailed in the table below under Fair value of financial instruments |
||
Equity (including non-controlling interests) |
301,263 |
294,979 |
Net debt to equity ratio |
50.5% |
54.0% |
Material accounting policies
Details of the material accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial instrument are
disclosed in note 2 of this annual report.
26.
Financial instruments
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
113
Categories of financial instruments
equivalents and restricted cash at bank.
2025 |
2024 |
|
$’000 |
$’000 |
|
Non-current (see note 20) |
||
Coal interests (2024: sand and coal interests) |
875 |
9,333 |
Plasma advances |
7,490 |
15,406 |
Other non-current receivables |
1,943 |
1,996 |
10,308 |
26,735 |
|
Current (see note 24) |
||
Due from sale of goods |
1,546 |
1,742 |
Advances to third parties |
11,973 |
10,326 |
Plasma advances |
4,388 |
2,597 |
Other receivables |
2,568 |
5,000 |
20,475 |
19,665 |
|
Restricted cash at bank |
4,267 |
5,832 |
Cash and cash equivalents |
18,973 |
33,005 |
23,240 |
38,837 |
|
54,023 |
85,237 |
Financial liabilities as at 31 December 2025 comprised liabilities at amortised cost amounting to $203.4 million (2024: $215.4
million).
The group manages the financial risks relating to its operations through internal reports which permit the degree and
magnitude of such risks to be assessed. These risks include market risk, credit risk and liquidity risk.
The board sets policies on foreign exchange risk, interest rate risk, credit risk, the use of financial instruments and the
investment of excess liquidity. Compliance with policies and exposure limits is reviewed on a continuous basis. The group does
not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The financial market risks to which the group is primarily exposed are those arising from changes in interest rates and foreign
currency exchange rates.
The group’s policy as regards interest rates is to borrow whenever economically practicable at fixed interest rates, but where
borrowings are raised at floating or variable rates the directors would not normally seek to hedge such exposure. The dollar
notes carry interest at a fixed rate of 7.5 per cent per annum. In addition, the company’s preference shares carry a cumulative
entitlement to an annual dividend of 9 pence per share subject to the same being declared by the directors.
At 31 December 2025 and 31 December 2024 interest was payable on drawings under Indonesian rupiah term loan facilities
at 8.25 per cent or 8.5 per cent and under short-term working capital facilities at 8.25 per cent.
Group financial statements
Notes to the consolidated financial statements
continued
26.
Financial instruments
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
114
A 1 per cent increase in interest applied to those financial instruments shown in the table below entitled
Fair value of financial
instruments
as held at 31 December 2025 which carry interest at floating or variable rates would have resulted over a period of
one year in a pre-tax profit (and equity) decrease of $1.3 million (2024: pre-tax profit (and equity) decrease of $1.0 million).
The group regards the dollar as the functional currency of most of its operations. The directors believe that the group will be
best served going forward by simply maintaining a balance between its borrowings in different currencies and avoiding currency
hedging transactions. Accordingly, the group regards some exposure to currency risk on its non-dollar borrowing as an inherent
and unavoidable risk of its business. The group has never covered, and does not intend in future to cover, the currency exposure
in respect of the component of the investment in its operations that is financed with sterling denominated shareholder capital.
The group’s policy is to maintain a cash balance in sterling sufficient to meet its projected sterling expenditure for a period of
between six and twelve months and a limited cash balance in Indonesian rupiah.
At the balance sheet date, the group had non-dollar monetary items denominated in sterling and rupiah. A 5 per cent
strengthening of sterling against the dollar would have resulted in a loss dealt with in the consolidated income statement and
other equity of nil on the net sterling denominated monetary items (2024: loss of $1.4 million). A 5 per cent strengthening of
the rupiah against the dollar would have resulted in a loss dealt with in the consolidated income statement and other equity of
Credit risk is the risk that one party will fail to discharge an obligation and cause the other party to incur a loss. Management
has established a credit policy and the exposure to credit risk is monitored on a continuous basis.
The group has credit risk in respect of the advances to plasma cooperatives (Plasma advances), other non-current receivables
and other advances to third parties.
The group's maximum exposure to credit risk is $32.2 million (2024: $39.7 million).
The credit risk in relation to other non-current receivables and other advances to third parties is addressed by applying the
lifetime expected credit loss model as set out in note 2.
The credit risk in relation to customers is limited as sales are either prepaid, paid against presentation of documents or paid by
letters of credit. There are three types of sales of CPO and CPKO: Indonesian FOB sales (prepaid in advance of loading to the
buyer's vessel) representing 37 percent of sales in 2025 (2024: 35 per cent); Indonesian CIF sales (paid against presentation
of documents demonstrating discharge to the buyer) representing 63 per cent of sales in 2025 (2024: 65 per cent); and
export CIF sales (paid by letters of credit) of which there were none in 2025 (2024: none).
Plasma advances comprise the cost of developing plasma plantations less recoveries (loan repayments) arising from surplus
cashflows generated by the plasma plantations and loans taken out by plasma plantations. These plasma plantations are
managed by the company thereby ensuring that high agronomy standards are maintained and yields and profitability maximised.
With CPO and CPKO prices now forecast to remain at remunerative levels for the foreseeable future, all plasma plantations are
expected to be profitable and generate sufficient cashflows to repay fully the advances made.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international
credit agencies. At 31 December 2025, 8 per cent of bank deposits were held with banks with a Moody’s prime rating of P1
(2024: 23 per cent) and 92 per cent with a bank with a Moody’s prime rating of P2 (2024: 77 per cent).
The group reviews the recoverable amount of each debt on an individual basis at the end of the reporting period to ensure that
adequate loss allowance is made for irrecoverable amounts. The loss allowance in respect of non-current receivables remains
26.
Financial instruments
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
115
Ultimate responsibility for liquidity risk management rests with the board of directors of the company, which has established an
appropriate framework for the management of the group’s short-, medium- and long-term funding and liquidity requirements.
Within this framework, the board continuously monitors forecast and actual cash flows and endeavours to maintain adequate
liquidity in the form of cash reserves and borrowing facilities to meet the projected obligations of the group. As disclosed in
note 27 there were no undrawn facilities (2024: $5.8 million) at the balance sheet date.
The board maintains and regularly reviews cash forecasting models for the group's operations and plasma cooperatives and
compares projected cash inflows with the forecast outflows for debt obligations and projected capital expenditure programmes,
applying sensitivities to take into account perceived major uncertainties. In their review, the directors place the greatest
Financial instruments
The following tables detail the contractual maturity of the group’s financial liabilities at 31 December 2025. The tables have
been drawn up based on the undiscounted amounts of the group’s financial liabilities based on the earliest dates on which the
group can be required to discharge those liabilities. The table includes liabilities for both principal and interest.
Weighted |
Under |
Between |
Between |
Over |
Total |
|
average |
1 year |
1 and 2 |
2 and 5 |
5 years |
||
interest rate |
years |
years |
||||
2025 |
% |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
Bank loans |
8.3 |
34,993 |
31,220 |
76,272 |
44,586 |
187,071 |
Dollar notes – repayable 2028 |
7.5 |
11,138 |
1,318 |
18,888 |
– |
31,344 |
Trade and other payables, and contract liabilities |
– |
27,059 |
– |
– |
– |
27,059 |
73,190 |
32,538 |
95,160 |
44,586 |
245,474 |
||
Weighted |
Under |
Between |
Between |
Over |
Total |
|
average |
1 year |
1 and 2 |
2 and 5 |
5 years |
||
interest rate |
years |
years |
||||
2024 |
% |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
Bank loans |
8.3 |
30,076 |
28,298 |
70,646 |
46,795 |
175,815 |
Dollar notes – repayable 2026 |
7.5 |
2,028 |
28,049 |
– |
– |
30,077 |
Sterling notes – repayable 2025 |
8.8 |
29,617 |
– |
– |
– |
29,617 |
Non-controlling shareholder loans – dollar |
5.8 |
503 |
503 |
8,219 |
1,286 |
10,511 |
Trade and other payables, and contract liabilities |
– |
24,666 |
– |
– |
– |
24,666 |
86,890 |
56,850 |
78,865 |
48,081 |
270,686 |
At 31 December 2025, the group’s financial assets (other than receivables) comprised cash and bank deposits of $23.2 million
(2024: $38.8 million) and loans to coal interests of $0.9 million (2024: $9.3 million loans to sand and coal interests) details of
which are given in note 20.
Group financial statements
Notes to the consolidated financial statements
continued
26.
Financial instruments
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
116
payables and Indonesian coal interests, as at the balance sheet date. Cash and deposits, dollar notes and sterling notes are
classified as level 1 in the fair value hierarchy prescribed by IFRS 13: Fair value measurement (level 1 includes instruments where
inputs to the fair value measurements are quoted prices in active markets). No reclassifications between levels in the fair value
hierarchy were made during 2025 (2024: none).
2025 |
2025 |
2024 |
2024 |
|
Book value |
Fair value |
Book value |
Fair value |
|
$’000 |
$’000 |
$’000 |
$’000 |
|
Cash and deposits* |
18,973 |
18,973 |
33,005 |
33,005 |
Restricted cash at bank* |
4,267 |
4,267 |
5,832 |
5,832 |
Bank debt within one year* |
(22,894) |
(22,894) |
(20,012) |
(20,012) |
Bank debt after more than one year* |
(125,952) (125,952) |
(114,417) |
(114,417) |
|
Loan from non-controlling shareholder after more than one year** |
– |
– |
(8,750) |
(8,750) |
Dollar notes within one year – repayable 2026** |
(9,430) |
(8,586) |
– |
– |
Dollar notes after one year – repayable 2028/2026** |
(17,221) |
(15,679) |
(26,746) |
(25,683) |
Sterling notes within one year – repayable 2025** |
– |
– |
(28,167) |
(26,237) |
Net debt |
(152,257) (149,871) |
(159,255) |
(156,262) |
*
Bearing interest at floating / variable rates
**
Bearing interest at fixed rates
The fair values of cash and bank deposits, loan from non-controlling shareholder and bank debt approximate their carrying
values since these carry interest at current market rates. The fair values of the dollar notes and sterling notes are based on the
Changes in liabilities arising from financing activities and analysis of movement in borrowings
The table below details changes in the group's liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities from financing activities are those for which cash flows were, or future cash flows will be, classified in the
group's consolidated cash flow statement as cash flows from financing activities.
At |
Financing |
Non-cash |
At 31 |
|
1 January |
cash flows |
and other |
December |
|
2025 |
changes |
2025 |
||
$’000 |
$’000 |
$’000 |
$’000 |
|
Bank debt |
(134,429) |
(33,991) |
19,574 |
(148,846) |
Loans from non-controlling shareholder |
(8,750) |
8,750 |
– |
– |
Dollar notes – repayable 2028/2026 |
(26,746) |
– |
95 |
(26,651) |
Sterling notes – repayable 2025 |
(28,167) |
30,390 |
(2,223) |
– |
Lease liabilities |
(3,546) |
3,075 |
(2,375) |
(2,846) |
Total liabilities from financing activities |
(201,638) |
8,224 |
15,071 |
(178,343) |
Non-cash and other changes in relation to bank loans included $15.2 million transferred on the divestment of CDM.
There were no loans from related parties during the year.
26.
Financial instruments
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
117
At |
Financing |
Non-cash |
At 31 |
|
1 January |
cash flows |
and other |
December |
|
2024 |
changes |
2024 |
||
$’000 |
$’000 |
$’000 |
$’000 |
|
Bank debt |
(111,774) |
(27,480) |
4,825 |
(134,429) |
Loans from non-controlling shareholder |
(13,484) |
12,234 |
(7,500) |
(8,750) |
Dollar notes – repayable 2026 |
(26,572) |
– |
(174) |
(26,746) |
Sterling notes – repayable 2025 |
(40,549) |
11,606 |
776 |
(28,167) |
Lease liabilities |
(5,929) |
2,724 |
(341) |
(3,546) |
Total liabilities from financing activities |
(198,308) |
(916) |
(2,414) |
(201,638) |
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 one year |
22,894 |
20,012 |
Amount due for settlement after one year |
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.
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
118
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.
29. 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) x 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
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
119
The following are the major deferred tax assets and liabilities recognised by the group and the movements thereon during the
year and preceding year:
Deferred tax assets / (liabilities) |
Plantings |
Other |
Income/ |
Agricultural |
Tax |
Total |
and |
property, |
(expenses)* |
produce |
losses |
||
related |
plant and |
and other |
||||
structures |
equipment |
inventory |
||||
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
|
At 1 January 2024 |
(29,213) |
(5,161) |
13,759 |
(514) |
1,253 |
(19,876) |
Prior year adjustment |
3,968 |
(2,282) |
– |
2 |
– |
1,688 |
(Charge) / credit to income for the year |
(1,624) |
(39) |
(80) |
(314) |
1,347 |
(710) |
Credit to comprehensive income for the year** |
– |
– |
22 |
– |
– |
22 |
Exchange differences*** |
(2,243) |
470 |
(639) |
43 |
– |
(2,369) |
Acquired with new subsidiary |
– |
(10,797) |
– |
– |
3,901 |
(6,896) |
Transferred from assets held for sale |
562 |
(212) |
80 |
(50) |
1,635 |
2,015 |
At 31 December 2024 |
(28,550) |
(18,021) |
13,142 |
(833) |
8,136 |
(26,126) |
Prior year adjustment |
(4,405) |
100 |
– |
– |
(9) |
(4,314) |
Credit / (charge) to income for the year |
947 |
(361) |
(10,666) |
(212) |
5,451 |
(4,841) |
Charge to comprehensive income for the year** |
– |
– |
(26) |
– |
– |
(26) |
Exchange differences*** |
(506) |
2,744 |
(486) |
46 |
– |
1,798 |
Acquired with new subsidiary (see note 36) |
– |
(1,533) |
– |
– |
51 |
(1,482) |
Disposal of subsidiary (see note 37) |
494 |
269 |
– |
– |
(1,715) |
(952) |
At 31 December 2025 |
(32,020) |
(16,802) |
1,964 |
(999) |
11,914 |
(35,943) |
Deferred tax assets |
– |
– |
1,964 |
– |
11,914 |
13,878 |
Deferred tax liabilities |
(32,020) |
(16,802) |
– |
(999) |
– |
(49,821) |
At 31 December 2025 |
(32,020) |
(16,802) |
1,964 |
(999) |
11,914 |
(35,943) |
Deferred tax assets |
– |
– |
13,142 |
– |
8,136 |
21,278 |
Deferred tax liabilities |
(28,550) |
(18,021) |
– |
(833) |
– |
(47,404) |
At 31 December 2024 |
(28,550) |
(18,021) |
13,142 |
(833) |
8,136 |
(26,126) |
*
Includes income, gains or expenses recognised for reporting purposes, but not yet charged to or allowed for tax
** Relating to actuarial losses / gains
*** Included in the consolidated income statement
At the balance sheet date, the group had unused tax losses of $53.1 million (2024: $35.8 million) available to be applied
against future profits. A deferred tax asset of $12.0 million (2024: $8.1 million) has been recognised in respect of these losses,
which are expected to be used in the future based on the group’s detailed cashflow and profitability projections. Capital tax
losses totalling $4.4 million in the company and REAS are not recognised in deferred tax as they are not expected to be used.
At the balance sheet date, the aggregate amount of net temporary differences (gross differences after 10 per cent withholding
tax) associated with undistributed earnings of subsidiaries for which deferred tax liabilities have not been recognised was
$4.8 million (2024: $3.5 million). No liability has been recognised in respect of these differences because the group is in a
position to control the reversal of the temporary differences and it is probable that such differences will not reverse significantly
in the foreseeable future.
The temporary difference of $32.0 million (2024: $28.6 million) in respect of plantings and related structures mainly arises
from their recognition prior to 2015 at fair value in the group accounts, compared with their historic base cost in the local
accounts of overseas subsidiaries. From 2015 onwards this temporary difference reverses as the plantings and related
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
120
2025 |
2024 |
|
$’000 |
$’000 |
|
Indonesian retirement benefit obligations (see note 40) |
8,802 |
9,572 |
Lease liabilities (see note 32) |
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 |
|
Liabilities by currency: |
||
Sterling |
138 |
261 |
Dollar |
– |
9,486 |
Rupiah |
11,510 |
12,857 |
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.
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
121
The group leases barges for the transportation of CPO and CPKO and also leases office properties in London, Jakarta and
Balikpapan.
The office leases have been capitalised as assets in buildings and structures and the boats in plant, equipment and vehicles
within PPE in non-current assets (see note 18).
ROU assets in PPE |
Buildings |
Plant, |
Total |
and |
equipment |
||
structures |
and vehicles |
||
$’000 |
$’000 |
$’000 |
|
Cost: |
|||
At 1 January 2024 |
1,347 |
7,225 |
8,572 |
Additions |
219 |
– |
219 |
Disposals |
(88) |
(98) |
(186) |
At 31 December 2024 |
1,478 |
7,127 |
8,605 |
Additions |
985 |
1,000 |
1,985 |
Disposals |
– |
(600) |
(600) |
At 31 December 2025 |
2,463 |
7,527 |
9,990 |
Accumulated depreciation: |
|||
At 1 January 2024 |
568 |
1,784 |
2,352 |
Charge for year |
301 |
1,737 |
2,038 |
Adjustment |
– |
820 |
820 |
Disposals |
(88) |
– |
(88) |
At 31 December 2024 |
781 |
4,341 |
5,122 |
Charge for year |
319 |
2,510 |
2,829 |
Disposals |
– |
(583) |
(583) |
At 31 December 2025 |
1,100 |
6,268 |
7,368 |
Carrying amount: |
|||
At 31 December 2025 |
1,363 |
1,259 |
2,622 |
At 31 December 2024 |
697 |
2,786 |
3,483 |
Lease liabilities (see note 31) |
2025 |
2024 |
$’000 |
$’000 |
|
Within one year |
1,738 |
1,876 |
Between one and two years |
255 |
1,577 |
Between two and five years |
853 |
93 |
2,846 |
3,546 |
|
Other information relating to leases |
||
Interest on lease liabilities (see note 12) |
529 |
374 |
Principal payments on lease liabilities disclosed in the cash flow statement |
3,075 |
2,724 |
Short-term leases
A number of the barge leases qualify for the short-term lease exemption but for consistency all barge leases are treated in the
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
122
2025 |
2024 |
|
$’000 |
$’000 |
|
Trade payables |
8,988 |
7,351 |
Contract liabilities |
– |
8,032 |
Plasma balance |
3,285 |
– |
Other tax and social security |
2,014 |
7,903 |
Accruals |
11,509 |
12,146 |
Other payables |
14,787 |
9,283 |
40,583 |
44,715 |
|
Repayable as follows: |
||
On demand or within one year (shown under current liabilities) |
40,583 |
44,715 |
In the second year |
– |
– |
In the third to fifth years inclusive |
– |
– |
Amount due for settlement after one year |
– |
– |
40,583 |
44,715 |
The average credit period taken on trade payables is 18 days (2024: 23 days).
The contract liabilities relate to prepaid sales contacts whereby advance payments are received for future product deliveries.
The 2024 contract liabilities were recognised in revenue in 2025 and there were no prepaid sales contracts outstanding at the
end of 2025.
Other payables comprises cash receipts from customers where product delivery has been delayed. These amounts are only
recognised as sales once delivery has occurred.
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
123
2025 |
2024 |
|
$’000 |
$’000 |
|
Issued and fully paid: |
||
72,000,000 – 9 per cent cumulative preference shares of £1 each (2024: 72,000,000) |
116,516 |
116,516 |
43,963,529 – ordinary shares of 25p each (2024: 43,963,529) |
18,075 |
18,075 |
132,500 – ordinary shares of 25p each held in treasury (2024: 132,500) |
(1,001) |
(1,001) |
133,590 |
133,590 |
The preference shares entitle the holders thereof to payment, out of the profits of the company available for distribution, but
subject to the approval of a board resolution to make a distribution out of available profits, of a cumulative preferential dividend
of 9 per cent per annum on the nominal amount paid up on such preference shares. The preference shares shall rank for
dividend in priority to the payment of any dividend to the holders of any other class of shares. In the event of the company
being wound up, holders of the preference shares shall be entitled to the amount paid up on the nominal value of such shares
together with any arrears and accruals of the dividend thereon. On a winding up or other return of capital, the preference shares
shall rank in priority to any other shares of the company for the time being in issue.
Subject to the rights of the holders of preference shares, holders of ordinary shares are entitled to share equally with each
other in any dividend paid on the ordinary share capital and, on a winding up of the company, in any surplus assets available for
distribution among the members. Shares held by the company in treasury do not carry voting rights.
At the beginning of the year the company had outstanding 3,997,760 warrants to subscribe for ordinary shares (2024:
3,997,760 warrants). Each warrant entitled the holder to subscribe for one ordinary share at a subscription price of 126p per
share on or before 15 July 2025. No warrants were exercised in the period and all rights in respect of the warrants have lapsed
that there are now no outstanding warrants.
There were no changes in preference share capital, ordinary share capital or ordinary shares held in treasury during the current
year.
The company reduced its capital during the year to create additional distributable reserves. The reduction was effected by
cancellation of $20.0 million of share premium account and release of the same to retained earnings. Costs of $181,000 were
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
124
2025 |
2024 |
|
$’000 |
$’000 |
|
Beginning of year |
70,521 |
14,304 |
Capital injection |
– |
53,082 |
Share of result for the year |
5,795 |
4,016 |
Share of other comprehensive income / (loss) for the year |
32 |
(27) |
Reorganisation of subsidiaries |
– |
(854) |
End of year |
76,348 |
70,521 |
The non-controlling interests at 31 December 2025 and 31 December 2024 comprise a 35 per cent equity interest held by
two subsidiary companies of DSN in the company's principal operating subsidiary, REA Kaltim (see note (v) to the company
accounts); a 5 per cent economic interest held by a local partner in ATP and MCU (MCU 2025 only); and a 5 per cent equity
interest held by a local partner in KCCRI.
The capital injection in 2024 of $53.1 million represented DSN's increase of equity interest in REA Kaltim from 15 per cent
to 35 per cent by way of a subscription of further shares. Subscription proceeds were $53.6 million and transaction expenses
$1.1 million. A loss of $0.6 million was recognised in the statement of comprehensive income.
Key financial information (including intra-group balances but excluding group adjustments) in respect of REA Kaltim and its
subsidiaries as extracted from the consolidated financial statements is as follows:
2025 |
2024 |
|
$’000 |
$’000 |
|
Revenue |
192,272 |
186,869 |
Profit after tax |
26,543 |
16,161 |
Non-current assets |
345,881 |
387,999 |
Current assets |
64,900 |
54,993 |
Non-current liabilities |
(121,742) |
(119,381) |
Current liabilities |
(93,488) |
(79,338) |
Net cash inflow from operating activities |
16,365 |
3,812 |
Net cash outflow from investing activities |
(32,940) |
(12,377) |
Net cash inflow from financing activities |
18,910 |
20,470 |
Net cash increase in cash and cash equivalents |
2,335 |
11,905 |
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
125
As previously discussed (see note 20), 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 18) |
13,451 |
Non-financial assets |
88 |
Deferred tax asset (see note 30) |
51 |
Current assets |
78 |
Cash |
44 |
13,712 |
|
Current liabilities |
(642) |
Deferred tax liability (see note 30) |
(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.
In the five months to 31 December 2025 the results of MCU included within the group results were as follows:
2025 |
|
$’000 |
|
Revenue |
– |
Cost of sales |
(3) |
Gross profit |
(3) |
Administrative expenses |
– |
Operating profit |
(3) |
Other losses |
(41) |
Finance costs |
(283) |
Profit before tax |
(327) |
If MCU had been consolidated from 1 January 2025 then the results for the group would have been as follows:
2025 |
|
$’000 |
|
Revenue |
194,944 |
Net loss arising from changes in fair value of biological assets |
(730) |
Cost of sales |
(136,603) |
Gross profit |
57,611 |
Distribution costs |
(1,185) |
Administrative expenses |
(16,611) |
Operating profit |
39,815 |
Interest income |
625 |
Losses on disposals of subsidiaries and similar charges |
(6,280) |
Other gains |
2,391 |
Finance costs |
(13,430) |
Profit before tax |
23,121 |
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
126
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 |
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 (see note 7) |
(5,723) |
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
127
2025 | 2024 | |
$’000 | $’000 | |
Operating profit | 40,287 | 34,968 |
Amortisation of intangible assets | 715 | 386 |
Depreciation of PPE (net of capitalisation) | 26,411 | 26,226 |
Decrease in fair value of growing produce | 730 | (9) |
Loss on disposal of PPE | 416 | 310 |
Movement in assets held for sale | – | (1,559) |
Exchange translation differences | 74 | (1,686) |
Operating cash flows before movements in working capital | 68,633 | 58,636 |
Increase in inventories (excluding movements in fair value growing produce) | (2,595) | (887) |
(Increase) / decrease in receivables | (499) | 4,675 |
Decrease in payables | (7,496) | (13,338) |
Cash generated by operations | 58,043 | 49,086 |
Taxes paid | (4,486) | (3,621) |
Interest paid | (11,909) | (13,714) |
Net cash from operating activities | 41,648 | 31,751 |
2025 | 2024 | |
$’000 | $’000 | |
Change in net borrowings resulting from cash flows: | ||
(Decrease) / increase in cash and cash equivalents, after exchange rate effects | (14,032) | 24,919 |
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) |
Group financial statements
Notes to the consolidated financial statements
continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
128
United Kingdom
The company is the principal employer of the Pension Scheme and a subsidiary company is a participating employer. The
Pension Scheme is a multi-employer contributory defined benefit scheme with assets held in a trustee-administered fund,
which has participating employers outside the group. The Pension Scheme is closed to new members and during the year also
closed to active benefit accrual (with effect from 30 June 2025).
As the Pension Scheme is a multi-employer scheme, in which the employers are unable to identify their respective shares of the
underlying assets and liabilities (because there is no segregation of the assets), and does not prepare valuations on an IAS 19
basis, the group accounts for the Pension Scheme as if it were a defined contribution scheme.
A non-IAS 19 valuation of the Pension Scheme was last prepared, using the attained age method, as at 31 December
2023. This method had been adopted in the previous valuation as at 31 December 2020 and in earlier valuations, as it was
considered the appropriate method of calculating future service benefits as the Pension Scheme is closed to new members.
At 31 December 2023 the Pension Scheme had an overall surplus of assets, when measured against the Scheme’s technical
provisions, of £12.5 million. The technical provisions were calculated using assumptions of an investment return equal to the
Bank of England gilt curve plus 0.25 per cent per annum and annual increases in pensionable salaries in line with RPI. It was
further assumed that the retired members’ mortality would reflect S3PXA tables (light version) at 100 per cent and that non-
retired members would take on retirement the maximum cash sums permitted from 1 January 2024. Had the Pension Scheme
been valued at 31 December 2023 using the projected unit method and the same assumptions, the overall result would have
been similar.
The Pension Scheme has agreed a statement of funding principles with the company and has also agreed a schedule of
contributions with participating employers covering normal contributions which are payable at a rate calculated to cover future
service benefits under the Pension Scheme.
Total employer contributions for 2026 are estimated to be nil (2025: nil).
The Trustee of the Pension Scheme and participating employers are currently working to secure the Pension Scheme’s benefits
in full with a bulk annuity insurer. The Pension Scheme expects to receive quotations from insurers shortly and, subject to the
terms being satisfactory, the aim is to fully insure the Scheme’s liabilities.
Following completion of this transaction, the Trustee and participating employers intend to proceed with the formal wind-up of
the Pension Scheme.
There are no agreed allocations of any surplus on either the wind-up of the Pension Scheme or on any participant’s withdrawal
from the Pension Scheme.
The next actuarial valuation will be made as at 31 December 2026 and an actuarial review at 31 December 2025 has not yet
been completed.
The company is responsible for contributions payable by other (non-group) employers in the Pension Scheme; however,
such liability will only arise if other (non-group) employers do not pay their contributions. There is no expectation of this and,
therefore, no provision has been made.
The sensitivity of the surplus as at 31 December 2023 to variations in certain of the principal assumptions underlying the
actuarial valuation as at that date is summarised below:
Reduction |
|
in surplus |
|
$’000 |
|
Decrease in discount rate by 0.1% p.a. |
271 |
Increase inflation by 0.1% p.a. |
103 |
Increase in long-term rate of mortality improvement by 0.25% p.a. |
129 |
40.
Retirement benefit obligations
– continued
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
129
Indonesia
In accordance with Indonesian labour laws, group employees in Indonesia are entitled to lump sum payments on retirement
at the age of 55 years. The group records a provision in the financial statements for such payments which are not separately
funded: accordingly there are no separate assets set aside to meet these entitlements. The provision is assessed at each
balance sheet date by an independent actuary using the projected unit credit method. The principal assumptions used were as
follows:
2025 | 2024 | |
Discount rate (per cent) | 6.62 | 7.12 |
Salary increases per annum (per cent) | 6 | 6 |
Mortality table (Indonesia) (TM1) | IV/2019 | IV/2019 |
Retirement age (years) | 55 | 55 |
Disability rate (per cent of the mortality table) | 10 | 10 |
The movement in the provision for employee service entitlements was as follows:
2025 | 2024 | |
$’000 | $’000 | |
Balance at 1 January | 9,572 | 9,098 |
Current service cost | 1,106 | 1,140 |
Interest expense | 642 | 627 |
Past service cost | 8 | – |
Actuarial (gain) / loss recognised in statement of comprehensive income | (119) | 113 |
Exchange | (330) | (459) |
Paid during the year | (1,734) | (1,314) |
Transferred from assets held for sale | – | 367 |
Acquired with new subsidiary | 43 | – |
Settled as part of disposal of subsidiary | (386) | – |
Balance at 31 December (see note 31) | 8,802 | 9,572 |
The amounts recognised in the consolidated income statement were as follows:
2025 | 2024 | |
$’000 | $’000 | |
Current service cost | 1,106 | 1,140 |
Past service cost | 8 | – |
Interest expense | 642 | 627 |
Exchange | (330) | (459) |
1,426 | 1,308 |
Estimated lump sum payments to Indonesian employees on retirement in 2026 are $251,000 (2025: $991,000).
The number of employees eligible for benefits in Indonesia is 5,291 (2024: 6,046). The average age of employees is 37.5
years with 8.5 years past service and 16.9 years estimated future service. The maturity profile of the retirement benefits is as
follows:
2025 | 2024 | |
$’000 | $’000 | |
Within one year | 94 | 95 |
Between two and five years | 279 | 321 |
Between six and ten years | 729 | 885 |
After ten years | 7,700 | 8,271 |
8,802 | 9,572 |
Group financial statements
Notes to the consolidated financial statements
continued
40.
Retirement benefit obligations
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
130
The sensitivity of the deficit as at 31 December 2025 to variations in certain of the principal assumptions underlying
(increase) / decrease in the actuarial deficit as at that date is summarised below:
Change |
|
in deficit |
|
$’000 |
|
Decrease in discount rate by 0.1% p.a. |
(664) |
Increase in discount rate by 0.1% p.a. |
590 |
Decrease salary increase by 0.1% p.a. |
656 |
Increase salary increase by 0.1% p.a. |
(710) |
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.
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 |
42. 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 |
There have been no material post balance sheet events that would require disclosure in, or adjustment to, these financial
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
131
In furtherance of Indonesian government policy which requires the owners of oil palm plantations to develop smallholder
plantations (Plasma plantations), the REA Kaltim plantations group has established eight separate Plasma plantations owned
by local cooperatives but under the management of the group. These Plasma plantations have, in the first instance, been
funded by the group but, where possible, have subsequently been refinanced by local banks.
The first three plasma plantations, established in 2009 and 2010 on land owned by smallholders, were refinanced by Bank
BPD, a regional development bank, under which the cooperatives borrowed in aggregate rupiah 157 billion ($9.4 million) with
the amounts borrowed repayable over 15 years and secured on the lands under development. REA Kaltim has guaranteed the
obligations of two of the cooperatives as to payments of principal and interest under the respective bank facilities. SYB has
guaranteed the obligations of the third cooperative on a similar basis.
During 2022 SYB was able to secure refinancing from Bank Mandiri for two further cooperatives owning plasma plantations
that have been established on land within the SYB’s titled plantation areas (the SYB HGU area). Under the refinancing
arrangements Bank Mandiri provided one loan of rupiah 25 billion ($1.5 million) repayable over 10 years and a second loan
of rupiah 10.8 billion ($0.6 million) repayable over 5 years. These loans are secured on the respective Plasma plantations
together with certain land titles within the SYB HGU area. SYB has guaranteed the obligations of these two cooperatives as to
payments of principal and interest under the respective bank facilities.
As at 31 December 2025 the aggregate outstanding balances owing by the five cooperatives to Bank BPD and Bank Mandiri
132
R.E.A. Holdings plc
Annual Report and Accounts 2025
Company financial statements
Company balance sheet
as at 31 December 2025
Note
2025
$’000
2024
$’000
Non-current assets
Investments
Shares in subsidiaries
90,824
91,775
Loans
157,561
136,774
(v)
248,385
228,549
Financial assets
(vi)
18,753
14,014
Deferred tax assets
(vii)
2,898
1,803
Total non-current assets
270,036
244,366
Current assets
Trade and other receivables
(viii)
136
33
Cash and cash equivalents
(ix)
574
1,418
Total current assets
710
1,451
Total assets
270,746
245,817
Current liabilities
Trade and other payables
(x)
(768)
(300)
Amounts owed to group undertakings
(xii)
(13,587)
(34,073)
Dollar notes
(xi)
(9,430)
–
Total current liabilities
(23,785)
(34,373)
Non-current liabilities
Dollar notes
(xi)
(17,221)
(26,746)
Amounts owed to group undertakings
(xii)
(56,300)
–
Total non-current liabilities
(73,521)
(26,746)
Total liabilities
(97,306)
(61,119)
Net assets
173,440
184,698
Equity
Share capital
(xiii)
133,590
133,590
Share premium account
27,193
47,374
Exchange reserve
(4,300)
(4,300)
Retained earnings
16,957
8,034
Total equity
173,440
184,698
The company reported a loss for the financial year ended 31 December 2025 of $2,295,000 (2024: profit of $5,488,000).
The company is exempt from disclosing its profit and loss account.
Authorised and approved by the board on 21 April 2026 and signed on behalf of the board.
DAVID J BLACKETT
Chairman
133
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Company financial statements
Company statement of changes in equity
for the year ended 31 December 2025
Note
Share
capital
$’000
Share
premium
$’000
Exchange
reserve
$’000
Retained
earnings
$’000
Total
$’000
At 1 January 2024
133,590
47,374
(4,300)
21,122
197,786
Total comprehensive income
–
–
–
5,488
5,488
Dividends to preference shareholders
(iv)
–
–
–
(18,576)
(18,576)
At 31 December 2024
133,590
47,374
(4,300)
8,034
184,698
Total comprehensive loss
–
–
–
(2,295)
(2,295)
Capital reduction
(xiii)
–
(20,181)
–
20,000
(181)
Dividends to preference shareholders
(iv)
–
–
–
(8,782)
(8,782)
At 31 December 2025
133,590
27,193
(4,300)
16,957
173,440
134
R.E.A. Holdings plc
Annual Report and Accounts 2025
Company financial statements
Notes to the company financial statements
Company financial statements
Notes to the company financial statements
(i)
Accounting policies
The accounting policies of R.E.A. Holdings plc (the company) are the same as those of the group, save as modified below.
Basis of accounting
Separate financial statements of the company are required by the CA 2006. These financial statements are prepared under the
historical cost convention, except as described in the accounting policy on financial instruments, and in accordance with
FRS 101 and applicable UK laws.
The company financial statements present information about the company as an individual undertaking not as a group
undertaking.
The company has applied the exemptions under FRS 101 in respect of the following disclosures:
•
a cash flow statement and related notes
•
transactions with wholly owned subsidiaries
•
capital management
•
as required by IFRS 13: Fair Value Measurement and IFRS 7: Financial Instrument Disclosures
•
the effect of new but not yet effective IFRSs
•
disclosures in respect of compensation of key management personnel
For the reasons given under
Going concern
in the
Directors’ report
, the company financial statements have been prepared on
the going concern basis.
By virtue of section 408 of the CA 2006, the company is exempted from presenting an income statement or statement of
comprehensive income. The profit / (loss) attributable to the company is disclosed in the footnote to the company's balance
sheet.
Presentational currency
The financial statements of the company are presented in dollars which is considered to be the functional currency of the
company and the currency of the primary economic environment in which the company operates. References to $ or dollar in
the financial statements are to the lawful currency of the United States of America.
Adoption of new and revised standards
New standards and amendments to IFRSs and IASs issued by the IASB that are mandatorily effective for an accounting period
beginning on 1 January 2025 have no impact on the disclosures or on the amounts reported in these financial statements.
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
135
(ii)
Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, which are set out in note (i) above, the directors are required to make
judgements, estimates and assumptions. Such judgements, estimates and assumptions are based upon historical experience
and other factors that are considered to be relevant. Actual values of assets and amounts of liabilities may differ from
estimates. The judgements, estimates and assumptions are reviewed on a regular basis. Revisions to estimates are recognised
in the period in which the estimates are revised.
In the opinion of the directors, all critical accounting judgements and key sources of estimation uncertainty relate to the group’s
operations as disclosed in note 3 to the consolidated financial statements with the exception of the investments in, and loans to
group companies which are a source of estimation uncertainty to the company only as these are eliminated in the consolidated
financial statements.
As at 31 December 2025 the shares in subsidiaries are carried at cost of $90.8 million (2024: $91.8 million) and the loans to
group companies at $157.6 million (2024: $136.8 million).
The carrying value of the investment in subsidiary undertakings is reviewed for impairment on an annual basis by reference to
the underlying value of the undertakings, utilising plantation and mining assets impairment testing methodology as described in
note 3 to the consolidated financial statements for valuing the plantation and mining assets.
(iii)
Auditor’s remuneration
The remuneration of the company’s auditor is disclosed in note 7 to the consolidated financial statements as required by
section 494(4)(a) of the CA 2006.
(iv)
Dividends
2025
$’000
2024
$’000
Amounts recognised as distributions to preference shareholders:
Dividends on 9 per cent cumulative preference shares
8,782
18,576
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.
Investments
2025 |
2024 |
|
$’000 |
$’000 |
|
Shares in subsidiaries |
90,824 |
91,775 |
Loans to group companies and third parties |
157,561 |
136,774 |
248,385 |
228,549 |
Company financial statements
Notes to the company financial statements
continued
(v)
Investments
– continued
R.E.A. Holdings plc
Annual Report and Accounts 2025
136
The movements were as follows:
Shares |
Loans |
|
$’000 |
$’000 |
|
At 1 January 2024 |
91,775 |
148,830 |
Repayment of loans |
– |
(26,246) |
Additions to loans |
– |
6,735 |
Decrease in provision |
– |
7,455 |
At 31 December 2024 |
91,775 |
136,774 |
Additions to loans |
– |
20,689 |
Dissolution of subsidiary |
(951) |
32 |
Movement in provision |
– |
66 |
At 31 December 2025 |
90,824 |
157,561 |
Following the redemption of all of the £21.4 million nominal outstanding sterling notes held by REAF on 31 August 2025,
REAF was dissolved on 23 December 2025 giving rise to a gain on dissolution in the company of $499,000.
The subsidiaries at the year end, together with their countries of incorporation, activity, registered office address and proportion
of ownership, are listed below. Details of UK dormant subsidiaries are not shown.
Class of |
Percentage |
|||
Subsidiary |
Activity |
Registered Office |
shares |
owned |
PT REA Kaltim Plantations (Indonesia) |
Plantation agriculture |
Gedung Grha Bintang 1st Floor B-C-D, Jl. Jend. Sudirman No. |
Ordinary |
65.0 |
423, Damai Bahagia, Balikpapan Selatan, Balikpapan 76114, |
||||
Kalimantan Timur |
||||
PT Kutai Mitra Sejahtera (Indonesia) |
Plantation agriculture |
As for PT REA Kaltim Plantations |
Ordinary |
65.0 |
PT Sasana Yudha Bhakti (Indonesia) |
Plantation agriculture |
As for PT REA Kaltim Plantations |
Ordinary |
65.0 |
PT Prasetia Utama (Indonesia) |
Plantation agriculture |
As for PT REA Kaltim Plantations |
Ordinary |
100.0 |
PT KCC Resources Indonesia (Indonesia) |
Stone, sand and coal |
Plaza 5 Pondok Indah Blok B.06, JL Margaguna Raya, Gandaria |
Ordinary |
95.0 |
marketing |
Utara, Kebayoran Baru, Jakarta Selatan 12140 |
|||
PT Aragon Tambang Pratama (Indonesia) |
Stone concession |
As for PT KCC Resources Indonesia |
Ordinary |
95.0* |
PT Millenia Coalinda Utama (Indonesia) |
Sand concession |
As for PT KCC Resources Indonesia |
Ordinary |
95.0* |
R.E.A. Services Limited (England and Wales) |
Group finance and services |
5th Floor North, Tennyson House, 159-165 Great Portland Street, |
Ordinary |
100.0 |
London W1W 5PA |
||||
KCC Resources Limited (England and Wales) |
Sub holding company |
As for R.E.A. Services Limited |
Ordinary |
100.0 |
PU Holdings Limited (England and Wales) |
Sub holding company |
As for R.E.A. Services Limited |
Ordinary |
100.0 |
Makassar Investments Limited (Jersey) |
Sub holding company |
13 Castle Street, St Helier, Jersey JE1 1ES |
Ordinary |
100.0 |
* Effective economic interest
The entire shareholdings in Makassar Investments Limited, PU Holdings Limited, KCC Resources Limited, and R.E.A. Services
Limited are held directly by the company. All other shareholdings are held by subsidiaries.
Covenants contained in credit agreements between certain of the company’s plantation subsidiaries and banks restrict
the amount of dividend that may be paid to the UK without the consent of the banks to certain proportions of the relevant
subsidiaries’ pre-tax profits. The directors do not consider that such restrictions pose any significant impact on the liquidity risk
to the company.
The company evaluates its investments in subsidiary undertakings annually for any indicators of impairment. The company
considers the relationship between its market capitalisation and the carrying value of its investments, among other factors,
when reviewing for indicators of impairment. However, as a result of the plantations and stone and sand impairment testing
137
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
(vi)
Financial assets
2025
$’000
2024
$’000
Amounts owing by group undertakings
18,753
14,014
18,753
14,014
The amounts owing by group undertakings are non-interest bearing.
(vii)
Deferred tax asset
$’000
At 1 January 2024
1,178
Credit to income for the year
625
At 31 December 2024
1,803
Credit to income for the year
1,095
At 31 December 2025
2,898
There were no deferred tax liabilities at 31 December 2025 or 31 December 2024.
At the balance sheet date, the company had unused tax losses of $11.6 million (2024: $7.2 million) available to be applied
against future profits. A deferred tax asset of $3.0 million (2024: $1.8 million) has been recognised in respect of these losses
as the company considers, based on financial projections, that these losses will be utilised.
The deferred tax asset reflects a tax rate of 25 per cent (2024: 25 per cent).
The aggregate amount of temporary differences associated with undistributed earnings of subsidiaries for which tax liabilities
have not been recognised are disclosed in note 30 to the consolidated financial statements.
(viii) Trade and other receivables
2025
$’000
2024
$’000
Other debtors
117
13
Prepayments and accrued income
19
20
136
33
The directors consider that the carrying amount of trade and other receivables approximates their fair value.
(ix)
Cash and cash equivalents
Cash and cash equivalents comprise short-term bank deposits. These deposits amounting to $0.6 million (2024: $1.4 million)
are held with banks with a Moody's rating of P1.
138
R.E.A. Holdings plc
Annual Report and Accounts 2025
Company financial statements
Notes to the company financial statements
continued
(x)
Trade and other payables
2025
$’000
2024
$’000
Other creditors
315
44
Accruals
453
256
768
300
The directors consider that the carrying amount of trade and other payables approximates their fair value.
(xi)
Dollar notes
2025
$’000
2024
$’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) x 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.
139
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
(xii)
Amount owed to group undertakings
2025
$’000
2024
$’000
Payable within one year or on demand:
R.E.A. Services Limited
(13,575)
(4,282)
R.E.A. Finance B.V.
–
(29,789)
PT Prasetia Utama
(10)
–
Pension Trustees Limited
(2)
(2)
(13,587)
(34,073)
Payable after one year:
PT REA Kaltim Plantations
(22,500)
–
R.E.A. Services Limited
(33,800)
–
(56,300)
–
(69,887)
(34,073)
Amount owed to group undertakings comprise an unsecured interest-bearing loan of $22.5 million from REA Kaltim and an
unsecured non-interest bearing loan from REAS of $47.4 million (2024: an unsecured non-interest bearing loan from REAS of
$4.3 million and a secured interest bearing loan of £23.8 million – $29.8 million from REAF held at amortised cost). The loan
from REAF was repaid during 2025 to finance the purchase for cancellation/redemption by REAF of the £21.7 million – $27.2
million sterling notes in issue on 31 December 2024, see note 28 to the consolidated financial statements).
(xiii) Share capital
2025
$’000
2024
$’000
Issued and fully paid:
72,000,000 – 9 per cent cumulative preference shares of £1 each (2024: 72,000,000)
116,516
116,516
43,963,529 – ordinary shares of 25p each (2024: 43,963,529)
18,075
18,075
132,500 – ordinary shares of 25p each held in treasury (2024: 132,500)
(1,001)
(1,001)
133,590
133,590
The preference shares entitle the holders thereof to payment, out of the profits of the company available for distribution, but
subject to the approval of a board resolution to make a distribution out of available profits, of a cumulative preferential dividend
of 9 per cent per annum on the nominal amount paid up on such preference shares. The preference shares shall rank for
dividend in priority to the payment of any dividend to the holders of any other class of shares. In the event of the company
being wound up, holders of the preference shares shall be entitled to the amount paid up on the nominal value of such shares
together with any arrears and accruals of the dividend thereon. On a winding up or other return of capital, the preference shares
shall rank in priority to any other shares of the company for the time being in issue.
Subject to the rights of the holders of preference shares, holders of ordinary shares are entitled to share equally with each
other in any dividend paid on the ordinary share capital and, on a winding up of the company, in any surplus assets available for
distribution among the members. Shares held by the company in treasury do not carry voting rights.
At the beginning of the year the company had outstanding 3,997,760 warrants to subscribe for ordinary shares (2024:
3,997,760 warrants). Each warrant entitled the holder to subscribe for one ordinary share at a subscription price of 126p per
share on or before 15 July 2025. No warrants were exercised in the period and all rights in respect of the warrants have lapsed
that there are now no outstanding warrants.
There have been no changes in share capital or ordinary shares held in treasury during the current year.
The company reduced its capital during the year to create additional distributable reserves. The reduction was effected by
cancellation of $20.0 million of share premium account and release of the same to retained earnings. Costs of $181,000 were
incurred in connection with the reduction.
140
R.E.A. Holdings plc
Annual Report and Accounts 2025
Company financial statements
Notes to the company financial statements
continued
(xiv) Pensions
The company is the principal employer of the Pension Scheme and a subsidiary company is a participating employer. The
Pension Scheme is a multi-employer contributory defined benefit scheme with assets held in a trustee-administered fund,
which has participating employers outside the group. The Pension Scheme is closed to new members and during the year also
closed to active benefit accrual (with effect from 30 June 2025).
As the Pension Scheme is a multi-employer scheme, in which the employers are unable to identify their respective shares of the
underlying assets and liabilities (because there is no segregation of the assets), and does not prepare valuations on an IAS 19
basis, the group accounts for the Pension Scheme as if it were a defined contribution scheme.
A non-IAS 19 valuation of the Pension Scheme was last prepared, using the attained age method, as at 31 December
2023. This method had been adopted in the previous valuation as at 31 December 2020 and in earlier valuations, as it was
considered the appropriate method of calculating future service benefits as the Pension Scheme is closed to new members.
At 31 December 2023 the Pension Scheme had an overall surplus of assets, when measured against the Scheme’s technical
provisions, of £12.6 million. The technical provisions were calculated using assumptions of an investment return equal to the
Bank of England gilt curve plus 0.25 per cent per annum and annual increases in pensionable salaries in line with RPI. It was
further assumed that the retired members’ mortality would reflect S3PXA tables (light version) at 100 per cent and that non-
retired members would take on retirement the maximum cash sums permitted from 1 January 2024. Had the Pension Scheme
been valued at 31 December 2023 using the projected unit method and the same assumptions, the overall result would have
been similar.
The Pension Scheme has agreed a statement of funding principles with the company and has also agreed a schedule of
contributions with participating employers covering normal contributions which are payable at a rate calculated to cover future
service benefits under the Pension Scheme.
Total employer contributions for 2026 are estimated to be nil (2025: nil).
The Trustee of the Pension Scheme and participating employers are currently working to secure the Pension Scheme’s benefits
in full with a bulk annuity insurer. The Pension Scheme expects to receive quotations from insurers shortly and, subject to the
terms being satisfactory, the aim is to fully insure the Scheme’s liabilities.
Following completion of this transaction, the Trustee and participating employers intend to proceed with the formal wind-up of
the Pension Scheme.
There are no agreed allocations of any surplus on either the wind-up of the Pension Scheme or on any participant’s withdrawal
from the Pension Scheme.
The next actuarial valuation will be made as at 31 December 2026 and an actuarial review at 31 December 2025 has not yet
been completed.
The company is responsible for contributions payable by other (non-group) employers in the Pension Scheme; however,
such liability will only arise if other (non-group) employers do not pay their contributions. There is no expectation of this and,
therefore, no provision has been made.
141
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
(xv)
Related party transactions
Loans to subsidiaries
2025
$’000
2024
$’000
PT KCC Resources Indonesia
17,041
15,511
PT Prasetia Utama
5,950
–
Makassar Investments Limited
65,692
65,297
PT Aragon Tambang Pratama
59,085
54,481
147,768
135,289
The balance owed by ATP includes $9.7 million which is owed to the company by a coal concession holding company but is
guaranteed by ATP and therefore treated as a receivable from ATP.
Interest receivable from subsidiary
2025
$’000
2024
$’000
PT REA Kaltim Plantations
–
442
PT KCC Resources Indonesia
1,073
–
PT Prasetia Utama
419
–
1,492
442
Interest payable to subsidiary
PT REA Kaltim Plantations
(576)
–
REA Finance B.V.
(1,276)
(3,391)
(1,852)
(3,391)
(xvi) Rates of exchange
See note 42 to the consolidated financial statements.
(xvii) 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.
(xviii) Contingent liabilities and commitments
Bank borrowings
The company has given, in the ordinary course of business, guarantees in support of subsidiary company borrowings from, and
other contracts with, banks amounting in aggregate to $151.0 million (2024: $136.8 million). The directors consider the risk of
loss to the company from these guarantees to be remote.
Pension liability
The company’s contingent liability for pension contributions is disclosed in note (xiv) above.
Notice of annual general meeting
142
R.E.A. Holdings plc
Annual Report and Accounts 2025
Notice of annual general meeting
This notice is important and requires your immediate attention.
If you are in any doubt as to what action to take, you should
consult your stockbroker, solicitor, accountant or other
appropriate independent professional adviser authorised
under the Financial Services and Markets Act 2000 if you
are resident in the UK or, if you are not so resident, another
appropriately authorised independent adviser. If you have sold
or otherwise transferred all your shares in R.E.A. Holdings plc,
please forward this document to the person through whom the
sale or transfer was effected, for transmission to the purchaser
or transferee.
Notice of 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 a.m. is set out
below.
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
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 below).
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.
Notice
Notice is hereby given that the sixty sixth AGM of R.E.A.
Holdings plc will be held at London Fruit & Wool Exchange,
1 Duval Square, London E1 6PW on 10 June 2026 at 10.00
a.m. for the following purposes and to consider and, if thought
fit, to pass the 17 resolutions set out below. Resolutions 1 to
13 (inclusive) will be proposed as ordinary resolutions and
will be passed if more than 50 per cent of the total votes cast
are in favour of each such resolution. Resolutions 14 to 17
(inclusive) will be proposed as special resolutions and will be
passed if not less than 75 per cent of the total votes cast are
in favour of each such resolution.
Ordinary resolutions
1.
To receive the company’s annual accounts for the
financial year ended 31 December 2025, together with
the accompanying statements and reports including the
independent auditor’s report.
2.
To approve the directors’ remuneration report (other than
the part containing the directors' remuneration policy) for
the financial year ended 31 December 2025.
3.
To re-elect as a director David Blackett.
4.
To re-elect as a director Mieke Djalil.
5.
To re-elect as a director Carol Gysin.
6.
To elect as a director Grant Lutz.
7.
To elect as a director Luke Robinow.
8.
To re-elect as a director Rizal Satar.
9.
To re-appoint MHA as independent auditor of the
company to hold office until the conclusion of the next
general meeting of the company to be held in 2027 at
which accounts are laid before the meeting.
10.
To authorise the audit committee to determine and
approve the remuneration of the independent auditor.
11.
That the directors be and are hereby generally and
unconditionally authorised for the purposes of section
551 of the CA 2006 to exercise all the powers of the
company to allot, and to grant rights to subscribe for
or to convert securities into, shares in the capital of the
company (other than 9 per cent cumulative preference
shares) up to an aggregate nominal amount (within the
meaning of sub-sections (3) and (6) of section 551
of the CA 2006) of £3,652,585; such authorisation to
expire at the conclusion of the annual general meeting
of the company to be held in 2027 (or, if earlier, on
30 June 2027), save that the company may before
such expiry make any offer or agreement which would
or might require shares to be allotted, or rights to be
granted, after such expiry and the directors may allot
shares, or grant rights to subscribe for or to convert
securities into shares, in pursuance of any such offer or
agreement as if the authorisations conferred hereby had
not expired.
143
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
12.
That the directors be and are hereby generally and
unconditionally authorised for the purposes of section
551 of the CA 2006 to exercise all the powers of the
company to allot, and to grant rights to subscribe for
or to convert securities into, 9 per cent cumulative
preference shares in the capital of the company (the
preference shares) up to an aggregate nominal amount
(within the meaning of sub-sections (3) and (6) of
section 551 of the CA 2006) of £24,000,000, such
authorisation to expire at the conclusion of the annual
general meeting of the company to be held in 2027
(or, if earlier, on 30 June 2027), save that the company
may before such expiry make any offer or agreement
which would or might require preference shares to be
allotted or rights to be granted, after such expiry and the
directors may allot preference shares, or grant rights to
subscribe for or to convert securities into preference
shares, in pursuance of any such offer or agreement as
if the authorisations conferred hereby had not expired.
13.
That, pursuant to article 91 in the company’s articles of
association, the maximum aggregate amount of fees
for their services as directors payable to directors be
set at £800,000 per annum with effect from the date of
passing of this resolution.
Special resolutions
14.
That the company be and is hereby generally and
unconditionally authorised for the purposes of section
701 of the CA 2006 to make market purchases (within
the meaning of section 693(4) of the CA 2006) of its
ordinary shares on such terms and in such manner as
the directors may from time to time determine provided
that:
(a)
the maximum number of ordinary shares which
may be purchased is 5,000,000 ordinary shares;
(b)
the minimum price (exclusive of expenses, if any)
that may be paid for each ordinary share is 25p
(which amount shall be exclusive of any expenses,
if any);
(c)
the maximum price (exclusive of expenses, if any)
that may be paid for each ordinary share is an
amount equal to the higher of: (i) 105 per cent of
the average of the middle market quotations for
the ordinary shares in the capital of the company
as derived from the Daily Official List of the LSE
for the five business days immediately preceding
the day on which such share is contracted to
be purchased and (ii) the higher of the last
independent trade of an ordinary share and the
current highest independent bid for an ordinary
share on the LSE; and
(d)
unless previously renewed, revoked or varied,
this authority shall expire at the conclusion of the
annual general meeting of the company to be held
in 2027 (or, if earlier, on 30 June 2027)
provided further that:
(i)
notwithstanding the provisions of paragraph (a)
above, the maximum number of ordinary shares that
may be bought back and held in treasury at any one
time is 400,000 ordinary shares; and
(ii)
notwithstanding the provisions of paragraph (d)
above, the company may, before this authority
expires, make a contract to purchase ordinary
shares that would or might be executed wholly or
partly after the expiry of this authority, and may make
purchases of ordinary shares pursuant to it as if this
authority had not expired.
15.
That the directors be and are hereby given power:
(a)
for the purposes of section 570 of the CA 2006 and
subject to the passing of resolution 11 set out in the
notice of AGM of the company dated 21 April 2026,
to allot equity securities (as defined in sub-section
(1) of section 560 of the CA 2006) of the company
for cash pursuant to the authorisation conferred by
the said resolution 11; and
(b)
for the purposes of section 573 of the CA 2006, to
sell ordinary shares (as defined in sub-section (1)
of section 560 of the CA 2006) in the capital of the
company held by the company as treasury shares for
cash;
as if section 561 of the CA 2006 did not apply to any
such allotment or sale, provided that such powers shall
be limited:
(i)
to the allotment of equity securities for cash or
the sale of treasury shares for cash in either
case in connection with or pursuant to an offer
of, or invitation to apply for, such equity securities
or treasury shares where the offer is made or
the invitation is issued to the holders of relevant
securities (and for this purpose "relevant securities"
means ordinary shares in the capital of the company
and, if relevant, any other class of equity securities
of the company where the rights attaching to such
other class of equity securities either (A) entitle the
holders thereof to participate in the offer or invitation;
or (B) include provisions such that the directors
consider it necessary or appropriate to extend the
offer or invitation to the holders of those securities,
as permitted by the rights thereof) in proportion (as
nearly as practicable) to the respective numbers of
ordinary shares (or other class of equity securities)
held by them on the record date for participation in
the offer or invitation but subject to such exclusions
or other arrangements as the directors consider
necessary or appropriate to deal with fractional
entitlements, treasury shares (other than treasury
shares being sold), record dates or legal, regulatory
or practical difficulties which may arise under the
laws of any territory or the requirements of any
regulatory body or stock exchange in any territory or
any other matter whatsoever; and
Notice of annual general meeting
144
R.E.A. Holdings plc
Annual Report and Accounts 2025
Notice of annual general meeting
continued
(ii)
otherwise than as specified at paragraph (i) of this
resolution, to the allotment of equity securities and
the sale of treasury shares up to an aggregate
nominal amount (calculated, in the case of the grant
of rights to subscribe for, or convert securities into,
shares in the capital of the company, in accordance
with sub-section (6) of section 551 of the CA 2006)
of £1,095,775;
and shall expire at the conclusion of the annual general
meeting of the company to be held in 2027 (or, if earlier,
on 30 June 2027), save that the company may before
such expiry make any offer or agreement that would or
might require equity securities to be allotted, or treasury
shares to be sold, after such expiry and the directors
may allot equity securities or sell treasury shares, in
pursuance of any such offer or agreement as if the
power conferred hereby had not expired.
16.
That the directors be and are hereby given power,
subject to the passing of resolution 11 set out in the
notice of AGM of the company dated 21 April 2026 and
in addition to the power given by resolution 15 set out
in the notice of annual general meeting of the company
dated 21 April 2026:
(a)
for the purposes of section 570 of the CA 2006
and subject to the passing of resolutions 11 and
12 set out in the notice of annual general meeting
of the company dated 21 April 2026, to allot equity
securities (as defined in sub-section (1) of section
560 of the CA 2006) of the company for cash
pursuant to the authorisation conferred by the said
resolutions 11 and 12; and
(b)
for the purposes of section 573 of the CA 2006, to
sell ordinary shares (as defined in sub-section (1)
of section 560 of the CA 2006) in the capital of the
company held by the company as treasury shares for
cash.
as if section 561 of the CA 2006 did not apply to any
such allotment or sale, provided that such powers shall
be:
(i)
used only for the purposes of financing (or
refinancing, if the authority is to be used within s
after the original transaction) a transaction which
the directors have determined to be an acquisition
or other capital investment of a kind contemplated
by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of the notice of
annual general meeting of the company dated 21
April 2026; and
(ii)
limited to the allotment of equity securities for cash
and the sale of treasury shares up to an aggregate
nominal amount (calculated, in the case of the grant
of rights to subscribe for, or convert securities into,
shares in the capital of the company, in accordance
with sub-section (6) of section 551 of the CA 2006)
of £1,095,775.
and shall expire at the conclusion of the annual general
meeting of the company to be held in 2027 (or, if earlier,
on 30 June 2027), save that the company may before
such expiry make an offer or agreement that would or
might require equity securities to be allotted, or treasury
shares to be sold, after such expiry and the directors
may allot equity securities or sell treasury shares, in
pursuance of any such offer or agreement as if the
power conferred hereby had not expired.
17.
That a general meeting of the company other than an
AGM may be called on not less than 14 clear days’
notice.
By order of the board
R.E.A. SERVICES LIMITED
Secretary
21 April 2026
Registered office:
5th Floor North, Tennyson House
159-165 Great Portland Street
London W1W 5PA
Registered in England and Wales no: 00671099
145
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
R.E.A. Holdings plc
Annual Report and Accounts 2025
Notes
The sections of the accompanying
Directors’ report
entitled
Directors holding office during 2025
,
Authorities to allot
share capital
,
Approval of an aggregate amount of directors'
fees
,
Acquisition of the company's own shares
,
Authorities to
disapply pre-emption rights
,
General meeting notice period
and
Recommendation
contain information regarding, and
recommendations by the board of the company as to voting
on, the resolutions to be proposed pursuant to 3 to 8 above,
and set out at 11 to 17 above.
Pursuant to article 91 in the company’s articles of association,
the company may by ordinary resolution determine the
aggregate amount of fees payable to directors as fees for
their services. Resolution 13 is an ordinary resolution which
seeks to set the aggregate amount payable at £800,000
to reflect the amounts required to be paid to the company's
directors. Any fees payable to the directors will remain subject
to the company's directors' remuneration policy.
The company specifies that in order to have the right to attend
and vote at the AGM (and also for the purpose of determining
how many votes a person entitled to attend and vote may
cast), a person must be entered on the register of members of
the company at 6.00 p.m. on 8 June 2026 or, in the event of
any adjournment, at 6.00 p.m. on the date which is two days
before the day of the adjourned meeting. Changes to entries
on the register of members after this time shall be disregarded
in determining the rights of any person to attend or vote at
the meeting. Please refer to the introduction to this notice for
information on attendance at the AGM.
A holder of shares may appoint another person as that
holder’s proxy to exercise all or any of the holder’s rights at the
AGM. A holder of shares may appoint more than one proxy in
relation to the meeting provided that each proxy is appointed
to exercise the rights attached to (a) different share(s) held
by the holder. A proxy need not be a member of the company.
A form of proxy for the meeting can be requested from the
company’s registrars, Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by calling
+44 (0) 370 707 1031 (lines are open from 8.30 a.m. to 5.30
p.m. (UK time), Monday to Friday) or by email to webcorres@
computershare.co.uk. To be valid, forms of proxy and other
written instruments appointing a proxy must be received by
post or by hand (during normal business hours only) by the
company’s registrars, Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later
than 10.00 a.m. on 8 June 2026.
Alternatively, appointment of a proxy may be submitted
electronically by visiting www.investorcentre.co.uk/eproxy.
You will be asked to enter the Control Number, Shareholder
Reference Number (SRN) and PIN shown on the Form of
Proxy, The appointment must be received by the service by no
later than 10.00 a.m. on 8 June 2026.
CREST members may register the appointment of a proxy or
proxies for the AGM and any adjournment(s) thereof through
the CREST electronic proxy appointment service by using
the procedures described in the CREST Manual (available
via www.euroclear.com/CREST). CREST personal members
or other CREST sponsored members, and those CREST
members who have appointed (a) voting service provider(s),
should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment, or instruction regarding a
proxy appointment, made or given using the CREST service
to be valid, the appropriate CREST message (a CREST proxy
instruction) must be properly authenticated in accordance with
the specifications of Euroclear UK and International Limited
(Euroclear) and must contain the required information as
described in the CREST Manual (available via
www.euroclear.com/CREST). The CREST proxy instruction,
regardless of whether it constitutes a proxy appointment or
an instruction to amend a previous proxy appointment, must,
in order to be valid, be transmitted so as to be received by
the company’s registrars (ID: 3RA50) by 10.00 a.m. on 8
June 2026. For this purpose, the time of receipt will be taken
to be the time (as determined by the time stamp applied to
the message by the CREST applications host) from which
the company’s registrars are able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.
The company may treat as invalid a CREST proxy instruction
in the circumstances set out in Regulation 35(5) (a) of the
Uncertificated Securities Regulations 2001. After this time
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear does not make available special procedures in
CREST for particular messages. Normal system timings
and limitations will therefore apply in relation to the input
of CREST proxy instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member
is a CREST personal member or sponsored member or
has appointed (a) voting service provider(s), to procure that
such member’s CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by
any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service
provider(s) are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST
system and timings.
If you are an institutional investor, you may be able to appoint
a proxy electronically via the Proxymity platform, a process
which has been agreed by the company and approved by the
company’s registrars, Computershare Investor Services PLC.
For further information regarding Proxymity, please go to www.
proxymity.io. Your proxy must be lodged by 10.00 a.m. on 8
June 2026 in order to be considered valid. Before you can
appoint a proxy via this process you will need to have agreed
to Proxymity’s associated terms and conditions. It is important
that you read these carefully as you will be bound by them and
they will govern the electronic appointment of your proxy.
Any person to whom this notice is sent who is a person
nominated under section 146 of the CA 2006 to enjoy
information rights (nominated persons may have a right,
Notice of annual general meeting
146
R.E.A. Holdings plc
Annual Report and Accounts 2025
Notice of annual general meeting
continued
under an agreement with the member by whom such person
was nominated, to be appointed (or to have someone else
appointed) as a proxy for the AGM. If a nominated person has
no such right or does not wish to exercise it, such person may
have a right, under such an agreement, to give instructions to
the member as to the exercise of voting rights.
The statement above of the rights of members in relation
to the appointment of proxies does not apply to nominated
persons. Those rights can only be exercised by members.
Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all
of its powers as a member provided that, where more than
one representative is appointed, each such representative
is appointed to exercise the rights attached to (a) different
share(s) held by the corporation.
Any member having the right to attend, and attending, the
AGM has the right to ask questions. The company must
cause to be answered any such question relating to the
business being dealt with at the meeting but no such answer
need be given if (a) to do so would interfere unduly with
the preparation for the meeting or involve the disclosure of
confidential information, (b) the answer has already been given
on a website in the form of an answer to a question, or (c) it is
undesirable in the interests of the company or the good order
of the meeting that the question be answered.
A copy of this notice, and other information required by section
311A of the CA 2006, may be found on the group's website
at www.rea.co.uk.
Under section 527 of the CA 2006, members meeting the
threshold requirements set out in that section have the
right to require the company to publish on a website (in
accordance with section 528 of the CA 2006) a statement
setting out any matter that the members propose to raise at
the relevant annual general meeting relating to (i) the audit of
the company's annual accounts that are to be laid before the
meeting (including the independent auditor’s report and the
conduct of the audit); or (ii) any circumstance connected with
an auditor of the company having ceased to hold office since
the last annual general meeting of the company. The company
may not require the members requesting any such website
publication to pay its expenses in complying with section
527 or section 528 of the CA 2006. Where the company
is required to place a statement on a website under section
527 of the CA 2006, it must forward the statement to the
company's auditor by not later than the time when it makes
the statement available on the website. The business which
may be dealt with at the annual general meeting includes any
statement that the company has been required under section
527 of the CA 2006 to publish on a website.
Under section 338 and section 338A of the CA 2006,
members meeting the threshold requirements in those
sections have the right to require the company (i) to give,
to members of the company entitled to receive notice of
the annual general meeting, notice of a resolution which
may properly be moved and is intended to be moved at the
meeting and/or (ii) to include in the business to be dealt
with at the meeting any matter (other than a proposed
resolution) which may be properly included in the business.
A resolution may properly be moved or a matter may properly
be included in the business unless (a) (in the case of a
resolution only) it would, if passed, be ineffective (whether by
reason of inconsistency with any enactment or the company’s
constitution or otherwise), (b) it is defamatory of any person,
or (c) it is frivolous or vexatious. Such a request may be in hard
copy form or electronic form, must identify the resolution of
which notice is to be given or the matter to be included in the
business, must be authorised by the person or persons making
it, must be received by the company not later than the date 6
clear weeks before the meeting, and (in the case of a matter
to be included in the business only) must be accompanied by
a statement setting out the grounds for the request.
As at the date of this notice, the issued share capital of the
company comprises 43,963,529 ordinary shares, of which
132,500 are held as treasury shares, and 72,000,000 9 per
cent cumulative preference shares. Accordingly, the voting
rights attaching to shares of the company exercisable in
respect of each of the resolutions to be proposed at the AGM
total 43,831,029 as at the date of this Notice.
Shareholders may not use any electronic address (within the
meaning of sub-section 4 of section 333 of the CA 2006)
provided in this notice (or any other related document) to
communicate with the company for any purposes other than
those expressly stated.
Glossary
147
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
Glossary
Key Performance Indicators
KPI
Measurement
Purpose
Agricultural operations
FFB crop harvested
The weight in tonnes of FFB delivered to
oil mills from the group’s estates during
the applicable period
To measure field efficiency and assess
the extent to which the group is achieving
its objective of maximising output from its
operations
FFB yield per mature hectare
The FFB crop harvested (as defined
above) divided by the hectarage of the
mature area
To measure field productivity and harvesting
efficiency and assess the extent to which the
group is achieving its objective of maximising
output from its operations
CPO extraction rate achieved
The percentage by weight of CPO
extracted from FFB processed
To measure harvesting and mill efficiency
and assess the extent to which the group is
achieving its objective of maximising output
from its operations
Palm kernel extraction rate achieved
The percentage by weight of palm kernels
extracted from FFB processed
To measure harvesting and mill efficiency
and assess the extent to which the group is
achieving its objective of maximising output
from its operations
CPKO extraction rate achieved
The percentage by weight of CPKO
extracted from palm kernels crushed
To measure mill efficiency and assess the
extent to which the group is achieving its
objective of maximising output from its
operations
New extension area planted
The area in hectares of new land planted
out during the applicable period
To measure performance against the group’s
expansion objective
Stone and sand operations
Stone or sand produced
The weight in tonnes of stone or sand
extracted from each applicable concession
during the applicable period
To measure production efficiency and assess
the extent to which the applicable operations
are achieving the objective of maximising output
Sustainability and climate
Work related fatalities
Number of work related fatalities during
the applicable period
To measure the efficacy of the group’s health
and safety policies
Smallholder percentage
The area of associated smallholder
plantings expressed as a percentage of
the planted area of the group’s estates
To measure performance against the group’s
target for smallholder planted areas
GHG emissions per tonne of CPO and
per planted hectare
Emissions measured in tonnes of
CO
2
equivalent divided, respectively,
by the weight of CPO extracted from
FFB processed by the group and by
the number of group planted hectares
supplying the group’s mills
To measure the group’s GHG emission
efficiency
Finance
Net debt to total equity
Borrowings and other indebtedness (other
than intra group indebtedness) less cash
and cash equivalents expressed as a
percentage of total equity
To assess the risks of the group’s capital
structure
148
R.E.A. Holdings plc
Annual Report and Accounts 2025
Glossary
continued
General terms
AGM
Annual General Meeting
AI
Artificial Intelligence
APT
PT Ade Putra Tanrajeng
ATP
PT Aragon Tambang Pratama
Bank BPD
Bank Pembangunan Daerah Kalimantan
Timur
Bank Mandiri
PT Bank Mandiri Tbk
CA 2006
The Companies Act 2006
CDM
PT Cipta Davia Mandiri
CGU
Cash Generating Unit
CIF
Cost, Insurance and Freight
Code
UK Corporate Governance Code 2018
COM
Cakra Oil Mill
CPKO
Crude Palm Kernel Oil
CPO
Crude Palm Oil
CR
Critically endangered
CSR
Corporate and Social Responsibility
CWE
Citra Widya Edukasi, a specialist palm oil
polytechnic
DEI
Diversity, Equality and Inclusion
DGTR
Disclosure Guidance and Transparency
Rules
Dollar notes
7.5 per cent dollar notes 2026/2028
Dollars, $
The lawful currency of the United States of
America
DSN
PT Dharma Satya Nusantara Tbk
EBITDA
Earnings Before Interest, Tax, Depreciation
and Amortisation
EFB
Empty Fruit Bunches
Emba
Emba Holdings Limited
EN
Endangered
Enggang
PT Enggang Alam Sawita
EUDR
EU Deforestation Regulation
EU RED
European Union Renewable Energy
Directive
FCA
Financial Conduct Authority
FFB
Fresh Fruit Bunches
FOB
Free On Board
FPIC
Free Prior and Informed Consent
FRC
Financial Reporting Council
FRS 101
Financial Reporting Standard 101
Reduced Disclosure Framework
FTE
Full Time Equivalent
GHG
Greenhouse Gas
GHG Corporate
Standard
GHG Protocol Corporate Accounting and
Reporting Standard
GREAT
GRiEvance Action Team
HCV
High Conservation Values
HGU
Hak Guna Usaha
; Indonesian land title for
agricultural purposes
HIRADC
Hazard Identification, Risk Assessment and
Determining Control
HSE
Health & Safety Executive
IAS
International Accounting Standard
IASB
International Accounting Standards Board
IFRS(s)
International Financial Reporting
Standard(s)
IKN
Ibu Kota Nusantara, new Indonesian capital
city under construction
IPA
PT Indo Pancadasa Agrotama
ISCC
International Sustainability and Carbon
Certification
ISPO
Indonesian Sustainable Palm Oil
IUCN
International Union for Conservation of
Nature
IUP
Izin Usaha Pertambangan
; mining licence
Izin Lokasi
Indonesian land allocation, subject to
completion of titling
KCC
KCC Resources Limited
KCCRI
PT KCC Resources Indonesia
KCP
Kernel Crushing Plant
KMS
PT Kutai Mitra Sejahtera
KPI
Key Performance Indicator
149
R.E.A. Holdings plc
Annual Report and Accounts 2025
Overview
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
Glossary
LTIFR
Lost Time Injury Frequency Rate
LSE
London Stock Exchange
LTIP
Long-Term Incentive Plan
MIL
Makassar Investments Limited
MCU
PT Millenia Coalindo Utama
MHA
MHA Audit Services LLP; the company's
independent auditor
NDPE
No Deforestation, No Peat, No Exploitation
NDPE IRF
NDPE Implementation Reporting
Framework
Notice
Notice of AGM
OHS
Occupational Health and Safety
PalmGHG
RSPO calculator for estimating and
monitoring GHG emissions
PBJ
PT Putra Bongan Jaya
PBJ2
PT Persada Bangun Jaya
Pension
Scheme
REA Pension Scheme
Plasma
Smallholder plantation scheme
PLN
Perusahaan Listrik Negara
POM
Perdana Oil Mill
POME
Palm Oil Mill Effluent
PPE
Property, Plant and Equipment
PPMD
Program Pemberdayaan Masyarakyat Desa
(smallholder scheme)
PROPER
Pollution Control, Evaluation and Rating
PSS
PT Selatan Selabara
PU
PT Prasetia Utama
PUH
PU Holdings Limited
RaCP
Remediation and Compensation Procedure
REAF
REA Finance B.V.
REA Kaltim
PT REA Kaltim Plantations
REA Kon
The group's conservation department
REA Mart
Employee cooperative shops
REAS
R.E.A. Services Limited
ROU
Right-of-use
RPI
Retail Prices Index
RSPO
Roundtable on Sustainable Palm Oil
RTE
Rare, Threatened and Endangered
Rupiah, Rp
The lawful currency of Indonesia
SBTi
Science Based Targets initiative
SEARRP
South East Asian Rainforest Research
Partnership
SECR
Streamlined Energy and Carbon Reporting
SEnSOR
Socially and Environmentally Sustainable
Oil palm Research
SHINES
SmallHolder INclusion for Ethical Sourcing
SOFRA
Secured Overnight Financing Rate
SOM
Satria Oil Mill
SPA
Share Purchase Agreement
SPACE
Smallholder Partnership AcCEleration
programme
SPOTT
Sustainable Palm Oil Transparency Toolkit
Sterling,
pounds
sterling, £
The lawful currency of the United Kingdom
Sterling notes
8.75 per cent sterling notes 2025
SYB
PT Sasana Yudha Bhakti
TCFD
Taskforce on Climate-related Financial
Disclosures
TNFD
Taskforce on Nature-related Financial
Disclosures
TPA
PT Teladan Prima Agro Tbk
UK GDPR
UK General Data Protection Regulation
UKLR
UK Listing Rules
Website
www.rea.co.uk
WHO
World Health Organisation
ZSL
Zoological Society of London
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R.E.A. HOLDINGS PLC
R.E.A. Holdings plc
5th Floor North
Tennyson House
159-165 Great Portland Street
London
W1W 5PA
www.rea.co.uk
Registered number
00671099 (England and Wales)