28. Financial instruments and risk management
  Principles of risk management
 

The Group is exposed to the following risks from its use of financial instruments:

  • Credit risk;
  • Liquidity risk; and
  • Market risk.

This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and its management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

The Board has overall responsibility for establishing and overseeing the Group's risk management framework. The Board has established an Audit and Risk Committee responsible for monitoring the Group's risk management policies. The Committee reports directly to the Board on its activities.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit and Risk Committee is assisted in the oversight role at the operations level by internal audit. Internal audits undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.

The overall objective of the Venture's treasury department is to effectively manage credit risk, liquidity risk and market risks in accordance with the Group's strategy, as the Group's activities expose it to a variety of risks. Other responsibilities of the Venture's treasury department include management of the Group's cash resources, approval of counter-parties and relevant transaction limits and the monitoring of all significant treasury activities undertaken by the Group. The Venture manages the treasury department through a Central Treasury function.

The Venture's treasury department prepares monthly treasury reports, which monitor all significant treasury activities undertaken by the Venture through the Central Treasury Function. The report also benchmarks significant treasury activities and monitors key banking risks to ensure continued effectiveness.

The Group's significant financial instruments comprise of financial assets and financial liabilities measured at amortised cost. The primary purpose of these financial instruments is to finance the Group's acquisitions and ongoing operations.

28.1

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group minimises credit risk by ensuring that the exposure is spread over several counterparties.

Credit risk exposure arises from transactions in the Group's ordinary course of business and applies to all financial assets. Counterparties are assessed before, during and after the conclusion of transactions to ensure exposure to credit risk is limited to an acceptable level. There is no material concentration of credit risk in cash and cash equivalents, trade and other receivables and loans.

Cash and cash equivalents

The Group limits its exposure to credit risk by investing only in liquid securities and only with approved banks and financial institutions. The Group's cash balances are in the form of short-term deposits in both local and foreign currency.

Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group's customer base, including the default risk of the industry and country in which the customers operate, have less of an influence on credit risk. Management has considered recoverability of trade and other receivables noted in notes 1.17 and 11, and no significant ECLs are expected. Trade receivables are presented in the statement of financial position net of any provision for impairment. No trade receivables are past due.

The Group sells the majority of its ferrochrome to a broad range of international customers in terms of the Venture agreement.

The marketing agent, Glencore International AG (GIAG), accepts 60% of the risk related to non-payment of credit sales of ferrochrome and 100% of the risk of non-payment of credit sales of chrome ore. In general, GIAG acts as a sales and marketing agent, on-selling purchases from the Group to a wide variety of customers. These sales are governed by various sales, marketing and distribution agreements. As these agreements have been in place for several years and the Group has not been exposed to significant unrecoverable amounts, the Group does not believe these arrangements expose it to unacceptable credit risks.

Where concentrations of credit risk exist, management closely monitors the receivable and ensures appropriate controls are in place to ensure recovery. The Group does not have netting arrangements with any debtors.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

   Group  Company 
 R'000  2025 
R'000 
2024 
R'000 
2025 
R'000 
2024 
R'000 
Exposure to credit risk             
Loan to subsidiary at amortised cost  –  –  879 485  915 892 
Other long-term receivable at amortised cost  17 133  17 730  17 133  17 730 
Trade and other receivables at amortised cost and fair value through profit and loss   1 198 935   1 173 369   7 257   8 277 
Long-term receivable at fair value  96 112  64 260  –  – 
Other short-term financial assets  393 966  360 756  –  – 
Cash and cash equivalents and balances held with Central Treasury   1 156 408   1 434 155   2 366   2 680 
   2 862 554  3 050 270  906 241  944 579 
28.2

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Liquidity risk is the risk that the Group will not be able to meet its financial obligations on time. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Venture's treasury department is responsible for managing liquidity risk, including funding, settlements, related processes and policies of the Venture. The Group manages its liquidity risk on a concentrated basis, utilising various sources of finance to maintain flexibility while ensuring access to cost-effective funds when required. The operational, tax, capital and regulatory requirements and obligations of the Group are considered in the management of liquidity risk. In addition, management utilises both short and long-term cash flow forecasts and other consolidated financial information to manage liquidity risk.

The Group uses activity-based costing to cost its products, which assists it in monitoring cash flow requirements and optimising its cash returns on investments. Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for 60 days, including servicing financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

In addition, the Group maintained the following facilities at 31 December 2025:

The Company

  • ABSA Bank Limited (ABSA): R1 million credit card facilities. Interest is payable at ABSA is the prime lending rate plus 6.75%. At the reporting date, the prime lending rate was 10.25%.
  • ABSA: R0.3 million guarantee facility.
  • ABSA: R5 million daylight facility.

Merafe Ferrochrome

  • ABSA: R20 million guarantee facility.
  • ABSA: R5 million daylight facility.
  • ABSA facility: This is a R300 million (2024: R300 million) revolving credit facility, and the interest is calculated at three months JIBAR plus a margin of 220 basis points. As at 31 December 2025, the facility was unutilised with a zero balance. A commitment fee is payable on the unused portion of the facility, which is payable quarterly in arrears. The commitment fee is 0.4% per annum. As at 31 December 2025, the three months JIBAR was 6.6%.
  • The financial covenants relating to the facility are as follows: the interest cover ratio for any measurement period should not be less than four times, and the net debt to EBITDA ratio for any measurement period should not be more than 2.5 times. There was no utilisation of the facility during the year and, therefore, no requirement to meet covenants.

The Venture

  • GOSA, acting on behalf of the Venture, and Merafe Ferrochrome have a Treasury Service Agreement with Glencore Holdings South Africa Proprietary Limited (Service Provider/GHSA). Loans, overdraft funding, and issuance of guarantee instruments are among the services offered by the Service Provider to the Venture.
  • Interest is charged on overnight funding: USD – Secured Overnight Financing Rate plus 1.05%; ZAR – Prime lending rate less 1.75%.
  • The overdraft facilities remain undrawn as at 31 December 2025.

As indicated, GHSA also issues guarantees on behalf of the Venture. At year-end, the Venture had the following guarantees in place (Merafe's attributable portion):

 
R'000  GHSA  ABSA  FNB  Total 
Group – 31 December 2025             
Eskom  171 113  –  –  171 113 
Department of Mineral Resources and Energy  71 729  1 310  20  73 059 
Customs and excise  –  – 
Town councils and Maputo Port Development Company  20 754  –  –  20 754 
   263 602  1 310  20  264 932 
Group – 31 December 2024             
Eskom  169 678  –  –  169 678 
Department of Mineral Resources and Energy  73 164  1 310  20  74 494 
Custom and excise  –  – 
Town councils and water boards  15 880  –  –  15 880 
   258 728  1 310  20  260 058 

The above guarantees in the name of GHSA relate to the Venture. The guarantees are not assessed for ECLs as per IFRS 9 as they are guaranteed by the individual banks and measured at fair value.

R'000 ABSA Total
Company – 31 December 2025    
Department of Mineral Resources and Energy 60 60
Facility available 60 60
Percentage utilised 100 100
Company – 31 December 2024    
Department of Mineral Resources and Energy 60 60
Facility available 60 60
Percentage utilised 100 100

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements.

R'000 Current
year ended 31 December
2026
1 to 2 year
ended 31 December
2027
2 to 3 year
ended 31 December
2028
3+ year
ended

31 December
2029 onwards
Total
Group 2025          
Non-derivative          
Lease obligation 1 865 1 341 893 2 299 6 397
Trade and other payables 513 712 513 712
Total 515 577 1 341 893 2 299 520 109
Company 2025          
Non-derivative          
Trade and other payables 3 556 3 556
           
R'000 Current
year ended
31 December
2025
1 to 2 year
ended 31 December
2026
2 to 3 year
ended 31 December
2027
3+ year
ended
31 December
2028 onwards
Total
Group 2024          
Non-derivative          
Lease obligation 1 867 1 921 1 345 3 192 8 325
Trade and other payables 638 005 638 005
Total 639 872 1 921 1 345 3 192 646 330
Company 2024          
Non-derivative          
Trade and other payables 4 061 4 061
28.3

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and ferrochrome prices, will affect the Group's income or the value of its holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising return.

Currency risk

Foreign currency

In the ordinary course of business, the Group enters into transactions denominated in foreign currencies (primarily USD). As a result, the Group was subject to transactions and translation exposure from fluctuations in foreign currency exchange rates.

The Group's exposure to foreign currency risk is as follows:

Group 2025 2024
US Dollar exposure:    
Amounts in USD'000    
Trade and other receivables 50 961 48 212
Customer foreign currency account held with Central Treasury 37 912 37 922
Net US Dollar exposure 88 873 86 134
Exchange rates    
The following closing exchange rates were applied at reporting date:    
Average rate    
Rand: United States Dollar
17.88 18.24
Reporting date spot rate    
Rand: United States Dollar 16.56 18.89

Foreign currency sensitivity analysis

A 10% weakening of the Rand against the USD on 31 December 2025 would have increased equity and profit before tax by R147 million (2024: R163 million). A 10% strengthening of the Rand at 31 December 2025 against the USD would have an equal but opposite effect. This analysis assumes that all other variables, in particular interest rates, remain constant. This sensitivity does not represent the profit and loss impact that would be expected from a movement in foreign currency exchange rates over the course of a period.

Interest rate risk profile

At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments were:

  Average effective interest rate Carrying amount
 Group 2025
%
2024
%
2025
R'000
2024
R'000
Variable rate instruments:        
Cash and cash equivalents and balances held with Central Treasury        
Local currency* 8.18 8.79 528 587 717 802
Foreign currency 5.14  5.14  627 821  716 353
      1 156 408 1 434 155

*  Cash balances in local currency earned an effective interest as follows at reporting date:

The Venture

Current account: 8.15%.

The Company and Merafe Ferrochrome

Access call deposit: 8.22%.

Current account: favourable – 2.16%; unfavourable – prime lending rate which is 10.25%.

Sensitivity analysis for interest rate risk

Cash and cash equivalents

An increase of 50 basis points in interest rates will increase equity and profit or loss by R6 million (2024: R7 million). A decrease of 50 basis points in interest rates would have an equal but opposite effect. This analysis assumes all other variables remain constant.

28.4 Categories of financial instruments

The following tables present the carrying values and fair values of the Group's financial instruments. Fair value is the price expected to be received to sell an asset or paid to transfer a liability in a market at the measurement date under current market conditions. Where available, market values have been used to determine fair values. When market values are unavailable, fair values are calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Group could realise in the ordinary course of business. Amortised costs approximate fair value.

Categories of financial assets

R'000 Notes Fair value
through profit
or loss
Amortised
cost
Total
Group 2025        
Trade and other receivables 11 109 757 1 089 177 1 198 935
Other short-term financial assets 13   393 966 393 966
Cash and cash equivalents and balances held with Central Treasury  14    1 156 408  1 156 408
Long-term receivable 8 96 112 96 112
Other long-term receivable 40 17 133 17 133
    205 869 2 656 684 2 862 554
Group 2024        
Trade and other receivables 11 73 486 1 099 883 1 173 369
Other short-term financial assets 13   360 756 360 756
Cash and cash equivalents and balances held with Central Treasury  14    1 434 155  1 434 155
Long-term receivable 8 64 260 64 260
Other long-term receivable 40 17 730 17 730
    137 746 2 912 524 3 050 270
R'000 Notes Amortised
cost
Total
Company 2025      
Loan to subsidiary 10 879 485 879 485
Trade and other receivables 11 7 257 7 257
Cash and cash equivalents 14 2 366 2 366
Other long-term receivable 40 17 133 17 133
    906 241 906 241
Company 2024      
Loan to subsidiary 10 915 892 915 892
Trade and other receivables 11 8 277 8 277
Cash and cash equivalents 14 2 680 2 680
Other long-term receivables 40 17 730 17 730
    944 579 944 579

Categories of financial liabilities

R'000 Notes Amortised
cost
Leases Total
Group 2025        
Trade and other payables 19 513 712 513 712
Lease obligation 16 4 723 4 723
    513 712 4 723 518 435
Group 2024        
Trade and other payables 19 638 005 638 005
Lease obligation 16 5 873 5 873
    638 005 5 873 643 878
Company 2025        
Trade and other payables 19 3 556 3 556
Company 2024        
Trade and other payables 19 4 061 4 061