These unaudited condensed consolidated interim results for the six months ended 30 June 2025 have been prepared under the supervision of Ditabe Chocho CA(SA) (Financial Director), in accordance with and containing the information required by IAS 34: Interim Financial Reporting and for a South African company, the Financial Pronouncements as issued by the Financial Reporting Standards Council and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the requirements of the Companies Act of South Africa No. 71 of 2008, as amended, and the JSE Limited Listings Requirements.
The unaudited condensed consolidated financial statements are presented in South African Rand, and all values are rounded to the nearest thousand (R'000), except where otherwise indicated.
| 1.1 | Going concern |
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In determining the appropriate basis for the preparation of the interim results, the directors are required to consider whether the Group can continue to be operational in the foreseeable future. The financial performance of the Group is dependent upon the wider economic environment in which the Group operates. These interim results are prepared on a going-concern basis. The Board has undertaken a rigorous assessment of whether the Group is a going concern in the light of current economic conditions, taking into consideration available information about future risks and uncertainties. The projections for the Group have been prepared, covering its future performance, capital and liquidity, including performing sensitivity analysis. The Group has the benefit of a healthy balance sheet and available unutilised debt facilities. The Group's forecasts and projections of its current and expected profitability, taking account of reasonably possible changes in production and performance, show that the Group will be able to operate within the level of its cash resources for at least the next 12 months. The Board is satisfied that the Group is sufficiently liquid and solvent to be able to support the operations for the next 12 months. |
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| 1.2 | Accounting policies |
The accounting policies applied in the preparation of these interim results are in terms of the IFRS Accounting Standards and are consistent with those applied in the previous consolidated annual financial statements. The Group did not early adopt any new, revised or amended accounting standards or interpretations. |
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| 1.3 | Critical accounting judgements and key sources of estimation uncertainty |
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The preparation of the unaudited condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates are reviewed on an ongoing basis. Underlying assumptions are also reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the unaudited condensed consolidated financial statements is as follows:
The global environment and the risk of adverse impacts on the Group's revenue, costs and capital expenditures were all taken into account in determining the accounting estimates and judgements for the period. |
A number of accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities.
Fair values have been determined for measurement and disclosure purposes based on the methods indicated below.
| 2.1 | Trade receivables subject to provisional pricing terms | ||||||||||||||||||
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Trade receivables of R162 million (December 2024: R73 million) are subject to provisional pricing terms and accordingly, are accounted for at fair value through profit and loss. Level 2 hierarchy per IFRS 13 Fair Value Measurement. The fair value at the reporting date is based on the latest available ferrochrome prices and a closing ZAR:USD exchange rate of R17.72 (December 2024: R18.89). |
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| 2.2 | Long-term receivable | ||||||||||||||||||
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In 2017, the Venture entered into an asset swap arrangement with Rustenburg Chrome Mine Proprietary
Limited (RCM) through which the Venture's mineral rights were swapped for RCM's mineral rights. A receivable
of R59 million (December 2024: R64 million) arises through ore recovery and the sale from mining in the
rights area. The discounted cash flow valuation technique was used, with the key inputs being the discount rate, ZAR:USD
exchange rate and a forward-looking chrome price.
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| For the six months ended | ||||
| Gross | 30 June 2025 Unaudited R’000 Net of taxation |
Gross | 30 June 2024 Unaudited R’000 Net of taxation |
|
|---|---|---|---|---|
| Earnings for the year attributable to equity holders of the parent | 232 996 | 719 587 | ||
| IAS 33 earnings | 232 996 | 719 587 | ||
| Adjusted for: | ||||
| Less: IAS 16 gains on the disposal of land and mineral rights | (19 061) | (13 914) | ||
| Less: IAS 16 gains on the disposal of property, plant and equipment | (123) | (90) | (334) | (244) |
| Add: IAS 36 Impairment of property, plant and equipment | 112 800 | 82 344 | ||
| Headline earnings | 315 250 | 705 429 | ||
| Headline earnings per share (cents) | 12.6 | 28.2 | ||
| Diluted headline earnings per share (cents) | 12.6 | 28.2 | ||
| Ordinary shares in issue | 2 499 126 870 | 2 499 126 870 | ||
| Weighted average number of shares for the period | 2 499 126 870 | 2 499 126 870 | ||
| Diluted weighted average number of shares for the period | 2 499 126 870 | 2 499 126 870 | ||
| For the six months ended | ||
| 30 June 2025 Unaudited R’000 Net of taxation |
30 June 2024 Unaudited R’000 Net of taxation |
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|---|---|---|
| Ferrochrome revenue* | 1 358 917 | 3 397 162 |
| Chrome ore revenue | 1 003 512 | 1 213 449 |
| PGMs revenue** | 156 065 | 131 172 |
| Revenue from contracts with customers |
2 518 494 |
4 741 783 |
| Other income*** | 956 | 2 551 |
| Revenue other than from contracts with customers | 956 | 2 551 |
| Total revenue | 2 519 450 | 4 744 334 |
| * | Ferrochrome sales include provisional pricing adjustments of R19 million (June 2024: R18 million). |
| ** | All PGMs concentrate sales are to customers in South Africa. |
| *** | Other income includes revenue from sale of scraps and silica. |
The majority of customers are stainless steel mills located at the following revenue destinations:
| 2025 | 2024 Restated# |
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| Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
|
|---|---|---|---|---|
| Revenue destination | ||||
| Africa* | 65 591 | 5 | 103 298 | 3 |
| Americas** | 171 161 | 13 | 332 501 | 10 |
| Asia | 724 245 | 53 | 2 305 206 | 68 |
| China | 562 745 | 41 | 1 422 356 | 42 |
| Indonesia | 31 031 | 2 | 635 414 | 19 |
| Other Asia*** | 130 469 | 10 | 247 436 | 7 |
| Europe**** | 397 920 | 29 | 656 157 | 19 |
| 1 358 917 | 100 | 3 397 162 | 100 | |
| * | Includes South Africa. |
| ** | Includes Brazil and the USA. |
| *** | Includes India, Japan, the Middle East, South Korea, Taiwan and Australia. |
| **** | Includes Finland, France, Italy, Luxembourg, Netherlands, Slovenia, Spain and the United Kingdom. |
| # | Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15. |
| 2025 | 2024 Restated# |
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| Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
|
|---|---|---|---|---|
| Revenue destination | ||||
| Africa* | 156 477 | 16 | 236 311 | 19 |
| Americas** | 5 690 | – | 10 678 | 1 |
| Asia | 808 103 | 81 | 937 944 | 78 |
| China | 799 005 | 80 | 931 780 | 77 |
| Other Asia*** | 9 098 | 1 | 6 164 | 1 |
| Europe**** | 33 242 | 3 | 28 516 | 2 |
| 1 003 512 | 100 | 1 213 449 | 100 | |
| * | Includes South Africa. |
| ** | Includes Brazil and the USA. |
| *** | Includes India, Japan, the Middle East, South Korea, Taiwan and Australia. |
| **** | Includes Finland, France, Italy, Luxembourg, Netherlands, Slovenia, Spain and the United Kingdom. |
| # | Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15. |
| 2025 | 2024 Restated# |
|||
| Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
|
|---|---|---|---|---|
| Key customers | ||||
| Customer A | 463 140 | 34 | 642 761 | 19 |
| Customer B | 168 953 | 12 | 634 428 | 19 |
| 632 093 | 46 | 1 277 189 | 38 | |
| # | Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15. |
| 2025 | 2024 Restated# |
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| Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
Revenue R’000 |
% of revenue in relation to total ferrochrome revenue |
|
|---|---|---|---|---|
| Key customers | ||||
| Customer C | – | – | 176 290 | 15 |
| # | Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15. |
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|
2025 | 2024 |
| Contracted but not provided for | 255 688 | 255 176 |
|---|---|---|
| Authorised but not contracted for | 507 671 | 519 153 |
| Total capital commitments | 763 359 | 774 329 |
During the current reporting period, management reviewed its related-party relationships in accordance with IAS 24: Related Party Disclosures. The Glencore plc Group is 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. At the end of the period, there were no outstanding commitments.
| Name of related party | Description of relationship | Transactions and balance |
|
Industrial Development Corporation of South Africa Limited (IDC) |
The IDC holds 21.9% 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. |
The IDC received non-executive directors' fees for Mr D McGluwa. The IDC receives dividends declared by the Company. At the reporting date, there are no amounts due to the IDC. |
Glencore (Nederland) B.V. (GN) |
GN holds 28.8% 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 receives dividends declared by the Company. At the reporting date, there are no amounts due to GN. |
Glencore Limited (Stamford) (GLS) |
GLS acts as the Venture's exclusive marketing agent to sell ferrochrome on its behalf and acts as a distributor in the USA and Canada. |
Sales of ferrochrome of R168m (June 2024: R348m). Commission expense on the sale of ferrochrome of R4m (June 2024: R8m). Interest expense of R2m (June 2024: R4m). The balance receivable at the reporting date, R69m (December 2024: R134m), is reduced as and when GLS receives funds from customers and is receivable 120 days after the bill of lading. |
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Glencore International AG (GIAG) |
GIAG acts as the Venture's exclusive marketing agent to sell ferrochrome and chrome ore on its behalf. The Venture purchases various raw materials from GlAG on an ongoing basis. The Venture sells chrome ore to GlAG on an ad hoc basis. |
Commission expense on sale of ferrochrome and chrome ore of R93m (June 2024: R182m). Interest income of R1m (June 2024: R11m). Marketing fee expense of R1m (June 2024: R1m). Purchase of raw materials of R1m (June 2024: R1m). The balance owed at the reporting date is R24m (December 2024: R30m), payable on confirmation of final sales. |
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Glencore Operations South Africa Proprietary Limited (GOSA) |
GOSA is Merafe Ferrochrome and Mining Proprietary Limited's partner in the Venture. |
Employee costs of R82m (June 2024: R76m). Head office costs of R10m (June 2024: R7m). Lion housing costs of R12m (June 2024: R10m). Training costs of R5m (June 2024: R6m). Shared services costs of R6m (June 2024: R6m). The balance owed at the end of the period is R4m (December 2024: R15m), payable 10 days after month end. GOSA received the non-executive directors' fees for Mr D Green. At the reporting date, a loan of R51m (December 2024: R50m) is owed to Merafe Ferrochrome. |
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Char Technology Proprietary Limited (Chartech) |
Chartech sells raw materials to the Venture. |
Purchase of raw materials of R26m (June 2024: R63m). Balance owing at the reporting period date of Rnil (December 2024: R9m) payable 30 days from the statement date. |
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Glencore Holdings South Africa Proprietary Limited (GHSA) |
GHSA offers the central treasury function for the Venture. |
Interest income of R35m (June 2024: R45m) Cash deposits of R315m (December 2024: R831m) and rehabilitation investment of R378m (December 2024: R361m). |
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Glencore Property Management Company Proprietary Limited (GPMC) |
GPMC provides rental property to the Venture. |
Rental of CSI offices R0.1m (June 2024: R0.2m). Balance owing at the reporting date of R0.04m (December 2024: R0.3m) payable 30 days from the statement date. |
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Astron Energy Proprietary Limited (Astron) |
Astron sells fuel to the Venture. |
Purchase of fuel of R18m (June 2024: R18m). The balance owed at the reporting date is R3m (December 2024: R3m). |
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Cassian Trade AG (Cassian Trade) |
Cassian Trade acts as the Venture's marketing agent to sell ferrochrome and chrome ore on its behalf. |
Receivable at the reporting date of Rnil (December 2024: R7m). |
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Impala Chrome Proprietary Limited (Impala) |
Impala is an equity-accounted investment, which provides logistics support to the Venture. |
Revenue from logistics, marketing and maintenance contracts of R18m (June 2024: R19m). Receivable at the reporting date of R6m (December 2024: R3m). |
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Unicorn Chrome Proprietary Limited (Unicorn) |
Unicorn is a jointly controlled operation by the Venture. |
Unicorn declared a dividend of R0.6m to Merafe Ferrochrome. |
The Group's annualised effective tax rate is 23.8% (June 2024: 28.26%) for the six months ended 30 June 2025.
During the reporting period, inventory of R2 million (June 2024: R1 million) was written down.
Assumptions based on the current economic environment have been made, which management believes provide a reasonable basis upon which to estimate the future liability. Actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works, which will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates.
The discount rate used in the calculation of the provision as at 30 June 2025 equalled 11.9% (December 2024: 7.6%). There was no change in estimate effect that affected property, plant and equipment in the current period.
During the reporting period, impairment adjustments were made relating to these specific assets that were fully written off: the Tswelopele and Bokamoso pelletising plants and the Wonderkop smelter. The resulting impairment loss was R110 million (June 2024: Rnil). This was in light of grounds pointing to the likely impairment of some of our smelting operations. This conclusion was reached after considering several critical factors, which included the adverse state of the ferrochrome market and the uncompetitive level of our operating costs.
The Group is subject to direct and indirect tax in the South African jurisdiction. The Group's subsidiary undertakes various cross-border transactions within the Venture, subject to the Group's transfer pricing policies. As a result, significant judgement is required to determine the Group's provisions for income taxes. The income tax and annual assessments are subject to examination within prescribed periods by the South African Revenue Service (SARS).
As previously reported, SARS finalised the audit of the Group's transfer pricing matter relating to the 2016 and 2017 years of assessment on 30 October 2024. Pursuant to the finalisation of the audit, SARS issued additional assessments on 30 October 2024 levying additional income tax, dividends tax, understatement penalties and interest in the aggregate amount of R406 million against the Group for the 2016 and 2017 years.
The Group disagrees with the additional assessments and, on 25 June 2025, lodged an objection with SARS against the additional assessments. Additionally, the Group had applied for a full suspension of payment of the disputed tax debt, which SARS partially suspended resulting in R232 million being payable. Pursuant to section 9 of the Tax Administration Act of 2011, as amended, the Company has requested SARS to reconsider its decision not to fully suspend payment and is awaiting SARS' response.
Management continues to rely on opinions obtained from external legal and tax advisers to inform and support the significant judgement required in interpreting relevant tax legislation. The matter has been disclosed as a contingent liability as its outcome, due to the dispute, remains uncertain and any potential tax exposure cannot be reliably estimated. Accordingly, the consolidated financial statements have made no adjustment for any effects on the Group.
As reported above, on 8 August 2025, the Board resolved to declare an interim cash dividend of 4 cents (2024: 20 cents) per share for the six months ended 30 June 2025.
The directors are not aware of any material events that occurred after the reporting period and up to the date of authorisation of this report that may require adjustment or disclosure in these interim financial statements.
Notice is hereby given that, on 8 August 2025, the Board resolved to declare a gross interim cash dividend of 4 cents (June 2024: 20 cents) per share to holders of ordinary shares. The dividend will be paid out of income reserves.
The ordinary dividend will be subject to a local dividend tax rate of 20%. The net local ordinary dividend, payable to those Merafe shareholders (Shareholders) who are not exempt from paying dividend tax is therefore 3.2 cents per share. Merafe's income tax number is 9 550 008 602. The number of ordinary shares issued at the date of the declaration is 2 499 126 870.
The important dates pertaining to the dividend are as follows:
| 2025 | |
|---|---|
| Last day for ordinary shares to trade cum ordinary dividend: | Tuesday, 2 September |
| Ordinary shares commence trading ex-ordinary dividend: | Wednesday, 3 September |
| Record date: | Friday, 5 September |
| Payment date: | Monday, 8 September |
Shareholders will not be permitted to dematerialise or rematerialise their ordinary shares between Wednesday, 3 September 2025 and Friday, 5 September 2025, both days inclusive.