Notes to the consolidated and separate annual financial statements | Note 33

33. Related parties
33.1 Related party transactions and balances
 

During the current year, management reviewed its related party relationships in accordance with IAS 24: Related Party Disclosures. The Glencore plc Group was identified as a related party taking into consideration the shareholding and related significant influence coupled with the substance of the relationship. Significant transactions and balances with all entities within the Glencore plc Group are therefore disclosed together with the comparative figures.

All related party transactions relate to Merafe's attributable 20.5% interest in the Venture. Income and receivable amounts are shown in brackets. There are no outstanding commitments as at 31 December 2025.

Name of related party   Description of relationship   Transactions and balances
The Venture   In July 2004, GOSA and Merafe Ferrochrome pooled and shared ferrochrome assets to form the Venture.   Refer to note 33.2 for the amounts included in the consolidated financial statements of the Group.
Merafe Ferrochrome and Mining Proprietary Limited   Merafe Ferrochrome is a wholly-owned subsidiary of Merafe Resources.   Merafe Resources charges Merafe Ferrochrome a management fee as per note 20. The dividend declared by Merafe Ferrochrome was R300 million (2024: R1 050 million).
At the reporting date, a loan of R882 million (2024: R916 million) is owed by Merafe Ferrochrome.
Merafe Kroondal Rehabilitation Trust (SE)   The Trust, which was registered on 31 May 2006, was established to provide funds for the rehabilitation of land involved in any prospecting or mining operations of Merafe Ferrochrome of the Kroondal mine and to discharge any liability which might arise in terms of the Atmospheric Pollution Prevention Act of 1965, the Environment Conservation Act 45, No 50 of 1991, the Water Act, No 54 of 1956 and any such other legislation as may be enacted in the future. The environmental obligations and corresponding liability remain the sole responsibility of the Venture. The trust is a subsidiary of Merafe Resources and is consolidated.   A loan account is recognised with Merafe Resources of R0.1 million (2024: R0.1 million), which relates to the payment of audit fees.
Industrial Development Corporation of South Africa Limited (IDC)   The IDC holds 21.88% of the issued share capital of Merafe Resources and has the ability to exercise significant influence over Merafe Resources as a result of its shareholding.   The IDC received the non-executive director's fees for Mr D McGluwa as disclosed in note 34. The IDC received dividends declared by Merafe Resources. At the reporting date, there are no amounts due to the IDC.
Glencore (Nederland) B.V. (GN)   GN holds 28.82% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.   GN received dividends declared by Merafe Resources. At the reporting date, there are no amounts due to GN.
Mr S Phiri,
Mr J McIaughlan,
Mr K Tlale, Ms M Vuso,
Ms N Mabusela-Aikhuere,
Mr D Gluwa, Mr D Green,
Ms Z Matlala, Mr D Chocho		   Directors of Merafe Resources.   Refer to note 34 for transactions with directors.
Glencore Limited (Stamford) (GLS)#   GLS acts as the Venture's marketing agent to sell ferrochrome on its behalf and acts as a distributor in the USA and Canada.   Sale of ferrochrome R355 million (2024: R554 million). Commission expense R7 million (2024: R13 million). Net interest expense R12 million (2024: R13 million).Receivable at the reporting date R107 million (2024: R134 million) is reduced as and when GLS receives funds from customers and is receivable 120 days after the bill of lading.
Glencore International AG (GIAG)#   GIAG acts as the Venture's marketing agent to sell ferrochrome and chrome ore on its behalf. The Venture purchases various raw materials from GIAG on an ongoing basis. The Venture sells chrome ore to GIAG on an ad-hoc basis.   Commission expense on sale of ferrochrome and chrome ore R218 million (2024: R324 million). Chrome ore swap R0.1 million (2024: R8 million). Marketing fee expense R2 million (2024: R2 million). Net interest income R5 million (2024: R12 million). Purchase of raw materials Rnil (2024: R9 million). Balance owing at the reporting date R24 million (2024: R30 million) payable on confirmation of final sales.
Cassian Trade AG (Cassian)#   Cassian acts as the Venture's marketing agent to sell ferrochrome and chrome ore on its behalf. The Venture purchases various raw materials from Cassian on an ongoing basis.   Receivable at the reporting period R0.2 million (2024: R7 million) is due 30 days from the statement date.
Glencore Operations South Africa Proprietary Limited (GOSA)#   GOSA is Merafe Ferrochrome partner in the Venture.   Employee costs R183 million (2024: R176 million). Head-office costs R66 million (2024: R38 million). Training costs R8 million (2024: R12 million). Lion staff housing R25 million (2024: R23 million). Share service centre costs R13 million (2024: R13 million). Balance owing at the end of the year R19 million (2024: R15 million) payable 10 days after month end. GOSA received the non-executive director's fees for Mr D Green as disclosed in note 34. At the reporting date, a loan receivable of R68 million (2024: R50 million) is owed to Merafe Ferrochrome.
Char Technology Proprietary Limited
(Chartech)#		   Chartech sells raw materials to the Venture.   Purchase of raw materials R27 million (2024: R129 million). Balance owing at the reporting date R1 million (2024: R9 million) payable 30 days from the statement date.
Glencore Property Management Company Proprietary Limited (GPMC)#   GPMC provides rental property to the Venture.   Rental of CSI offices R0.4 million (2024: R0.4 million). Balance owing at the reporting period R0.4 million (2024: R0.3 million) payable 30 days from the statement date.
Glencore Holdings South Africa Proprietary Limited (GHSA)#   GHSA offers the Central Treasury Function for the Venture.   Cash deposits of R699 million (2024: R831 million) and rehabilitation investment of R394 million (2024: R361 million).
Astron Energy Proprietary Limited (Astron)#   Astron sells fuel to the Venture.   Purchases of R33 million (2024: R35 million). Payable of R1 million (2024: R3 million) is due 30 days after the statement date.
Impala Chrome Proprietary Limited (Impala)   Impala is an associate jointly controlled by the Venture.   Revenue from logistics, marketing and maintenance contracts R47 million (2024: R42 million). Receivable of R10 million (2024:R3 million) is due 30 days after the statement date.
Unicorn Chrome Proprietary Limited (Unicorn)   Unicorn is a jointly controlled operation by the Venture.   Unicorn declared a dividend of R8 million to Merafe Ferrochrome.
# Subsidiary of Glencore plc.
33.2 Transactions with the Venture

The Venture resulted from GOSA and Merafe Ferrochrome pooling and sharing their ferrochrome assets. The Venture's head office is at Portion 27, Farm Waterval 306 JQ, Rustenburg, 0302. While Merafe Ferrochrome's assets form part of the Venture, Merafe Ferrochrome retains ownership of its assets. It is closely involved in the Venture's operations through the Chrome Executive Committee, Joint Board and sub-committees (Treasury, Transformation, Sustainable Development and Health and Safety) formed to oversee the combined operation of both companies. The Group receives 20.5% of the Venture's EBITDA and owns 20.5% of the Venture's working capital.

The consolidated financial statements include the following items that represent the working capital and EBITDA of the Venture in its totality.

  Group
R'000 2025  2024 
Inventories 9 377 070  8 970 805 
Trade and other receivables 5 400 926  9 495 137 
Other short-term financial asset 1 921 787  1 759 785 
Cash and cash equivalents 3 407 817  4 055 737 
Lease obligation (18 988) (22 106)
Provision (1 478 823) (779 177)
Trade and other payables (4 453 850) (4 181 402)
Net working capital 14 155 939  19 298 779 
Revenue 28 274 089  41 174 995 
Net foreign exchange gain (805 708) 143 032 
Operating expenses (24 472 191) (32 546 364)
EBITDA 2 996 190  8 771 663